Placement Document

Subject to Completion

Not for circulation

Private and confidential

Serial No. ___

MOLD – TEK PACKAGING LIMITED

Registered Office: 8-2-293/82/A/700, Ground Floor, Road No 36, Jubilee Hills, Hyderabad - 500033, Telangana

Telephone No.: +91-40-40300323; CIN: L21022TG1997PLC026542

Contact Person: Thakur Vishal Singh, Company Secretary & Compliance Officer; Email: cs@moldtekpackaging.com; Website: www.moldtekpackaging.com

Mold-Tek Packaging Limited (“Mold-Tek”, the “Issuer” or our “Company”) was originally incorporated as “Tresure Paks Private Limited”, a private limited company on February 28, 1997,

at Hyderabad, under the provisions of the Companies Act, 1956. Thereafter, our Company was converted into a public limited company and the name of our Company was changed to “Tresure

Paks Limited” and a fresh certificate of incorporation was issued by the RoC on August 10, 2007. Subsequently, the name of our Company was changed to “Moldtek Plastics Limited” and a fresh

certificate of incorporation was issued by the RoC on August 20, 2007. Thereafter the name of our Company was changed to “Mold-Tek Packaging Limited” and a fresh certificate of incorporation

was issued by the RoC on March 12, 2010. For details of change in the name and the Registered Office of our Company, please see “General Information” on page 188.

Our Company is issuing 1,400,000 equity shares of face value ₹5 each (the “Equity Shares”) at a price of ₹ 740.00 per Equity Share (the “Issue Price”), including a premium of ₹735.00 per

Equity Share, aggregating to ₹ 1,036.00 million (the “Issue”). For further details, see “Summary of the Issue” on page 31.

THIS ISSUE IS BEING UNDERTAKEN IN RELIANCE UPON CHAPTER VI OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND

DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”) AND SECTION 42 OF THE COMPANIES ACT, 2013 READ

WITH RULE 14 OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, EACH AS AMENDED (THE “PAS RULES”), AND OTHER

APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER, EACH AS AMENDED (“THE COMPANIES ACT”).

The Equity Shares are listed on National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”, together with NSE, the “Stock Exchanges”). The closing prices of the outstanding

Equity Shares on BSE and NSE as on December 13, 2021 was ₹ 805.95 and ₹ 805.45 per Equity Share, respectively. In- principle approvals pursuant to Regulation 28(1)(a) of the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, for listing of the Equity Shares to be issued pursuant to the Issue have been received

from BSE and NSE on December 14, 2021. Our Company shall make applications to the Stock Exchanges for obtaining the final listing and trading approvals for the Equity Shares to be issued

pursuant to the Issue. The Stock Exchanges assume no responsibility for the correctness of any statements made, opinions expressed, or reports contained herein. Admission of the Equity Shares

to be issued pursuant to the Issue for trading on the Stock Exchanges should not be taken as an indication of the merits of our Company or of the Equity Shares.

OUR COMPANY HAS PREPARED THIS PLACEMENT DOCUMENT SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH THE ISSUE. THE ISSUE AND

THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT TO ELIGIBLE QIBs (AS DEFINED BELOW) IS BEING DONE IN RELIANCE UPON SECTION 42 OF THE

COMPANIES ACT, AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT AND THE RULES MADE THEREUNDER AND CHAPTER VI OF THE SEBI

ICDR REGULATIONS. THIS PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR AND DOES NOT CONSTITUTE AN OFFER OR

INVITATION OR SOLICITATION OF AN OFFER TO THE PUBLIC OR ANY OTHER PERSON OR CLASS OR CATEGORY OF INVESTORS WITHIN OR OUTSIDE INDIA

OTHER THAN ELIGIBLE QIBs. THIS PLACEMENT DOCUMENT SHALL BE CIRULATED ONLY TO SUCH QIBs WHOSE NAMES ARE RECORDED BY OUR COMPANY

PRIOR TO MAKING AN INVITATION TO SUBSCRIBE TO THE EQUITY SHARES.

YOU MAY NOT AND ARE NOT AUTHORIZED TO (1) DELIVER THIS PLACEMENT DOCUMENT TO ANY OTHER PERSON; OR (2) REPRODUCE THIS PLACEMENT

DOCUMENT IN ANY MANNER WHATSOEVER; OR (3) RELEASE ANY PUBLIC ADVERTISEMENT OR UTILISE ANY MEDIA, MARKETING OR DISTRIBUTION

CHANNELS OR AGENTS TO INFORM THE PUBLIC AT LARGE ABOUT THE ISSUE. ANY DISTRIBUTION OR REPRODUCTION OF THIS PLACEMENT DOCUMENT

IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN VIOLATION OF THE SEBI ICDR REGULATIONS,

THE COMPANIES ACT OR OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS.

INVESTMENTS IN EQUITY SHARES INVOLVE A HIGH DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST IN THE ISSUE UNLESS THEY ARE

PREPARED TO TAKE THE RISK OF LOSING ALL OR PART OF THEIR INVESTMENT. PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY READ THE

SECTION “RISK FACTORS” BEGINNING ON PAGE 38 BEFORE MAKING AN INVESTMENT DECISION RELATING TO THE ISSUE. EACH PROSPECTIVE INVESTOR

IS ADVISED TO CONSULT ITS OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF AN INVESTMENT IN THE EQUITY SHARES TO BE ISSUED

PURSUANT TO THIS PLACEMENT DOCUMENT (AS DEFINED HEREINAFTER). PROSPECTIVE INVESTORS SHALL CONDUCT THEIR OWN DUE DILIGENCE ON

THE EQUITY SHARES AND OUR COMPANY. IF YOU DO NOT UNDERSTAND THE CONTENTS OF THIS THE PLACEMENT DOCUMENT, YOU SHOULD CONSULT

AN AUTHORISED FINANCIAL ADVISOR AND/OR LEGAL ADVISOR.

A copy of the Preliminary Placement Document (which includes disclosures prescribed under Form PAS-4 (as defined hereafter)) has been delivered to the Stock Exchanges and a copy of this

Placement Document (which also includes disclosures prescribed under Form PAS-4) will be delivered to the Stock Exchanges. Our Company shall also make the requisite filings with the

Registrar of Companies, Telangana at Hyderabad (the “RoC”), within the stipulated period as prescribed under the Companies Act and the PAS Rules. This Placement Document has not been

reviewed by the Securities and Exchange Board of India (“SEBI”), the Stock Exchanges, the RoC or any other regulatory or listing authority and is intended only for use by Eligible QIBs (as

defined hereinafter). This Placement Document has not been and will not be filed as a prospectus with the RoC, will not be circulated or distributed to the public in India or any other jurisdiction,

and will not constitute a public offer in India or any other jurisdiction.

Invitations, offers and sales of Equity Shares to be issued pursuant to the Issue shall only be made pursuant to this Placement Document together with the Application Form, the Placement

Document and the Confirmation of Allocation Note (each as defined hereinafter). For further details, see “Issue Procedure” beginning on page 149. The distribution of this Placement Document

or the disclosure of its contents without our Company’s prior consent to any person, other than Eligible QIBs to whom this Placement Document is specifically addressed, and persons retained

by such Eligible QIBs to advise them with respect to their purchase of the Equity Shares is unauthorized and prohibited. Each prospective investor, by accepting delivery of this Placement

Document, agrees to observe the foregoing restrictions and to make no copies of this Placement Document or any documents referred to in this Placement Document.

The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state

of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.

Securities Act and any applicable state securities laws. The Equity Shares offered in the Issue are being offered and sold only outside the United States in “offshore transactions”, as defined in

and in reliance on Regulation S under the U.S. Securities Act (“Regulation S”) and the applicable laws of the jurisdiction where those offers and sales are made. For the selling restrictions in

certain other jurisdictions, please see “Selling Restrictions” on page 165. Also see, “Transfer Restrictions” on page 169 for information about transfer restrictions that apply to the Equity Shares

sold in the Issue.

The information on our Company’s website or any website directly or indirectly linked to our Company’s website or the websites of the BRLMs (as defined thereunder) or any of their respective

affiliates does not constitute nor form part of this Placement Document and prospective investors should not rely on such information contained in, or available through any such websites for

their investment in this Issue.

This Placement Document is dated December 17. 2021

BOOK RUNNING LEAD MANAGERS

MOTILAL OSWAL INVESTMENT ADVISORS LIMITED

EMKAY GLOBAL FINANCIAL SERVICES LIMITED

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CONTENTS

NOTICE TO INVESTORS .................................................................................................................................................................................... 1

REPRESENTATIONS BY INVESTORS.............................................................................................................................................................. 4

OFFSHORE DERIVATIVE INSTRUMENTS ................................................................................................................................................... 10

DISCLAIMER CLAUSE OF THE STOCK EXCHANGE ................................................................................................................................ 12

PRESENTATION OF FINANCIAL AND OTHER INFORMATION .............................................................................................................. 13

INDUSTRY AND MARKET DATA ..................................................................................................................................................................... 16

FORWARD-LOOKING STATEMENTS ........................................................................................................................................................... 18

ENFORCEMENT OF CIVIL LIABILITIES ..................................................................................................................................................... 20

EXCHANGE RATES INFORMATION ............................................................................................................................................................. 21

DEFINITIONS AND ABBREVIATIONS ........................................................................................................................................................... 22

SUMMARY OF BUSINESS ................................................................................................................................................................................. 29

SUMMARY OF THE ISSUE ............................................................................................................................................................................... 31

SUMMARY FINANCIAL INFORMATION ...................................................................................................................................................... 33

RISK FACTORS ................................................................................................................................................................................................... 38

MARKET PRICE INFORMATION ................................................................................................................................................................... 59

USE OF PROCEEDS ............................................................................................................................................................................................ 63

CAPITALISATION STATEMENT .................................................................................................................................................................... 64

CAPITAL STRUCTURE ..................................................................................................................................................................................... 65

DIVIDENDS .......................................................................................................................................................................................................... 70

RELATED PARTY TRANSACTIONS ............................................................................................................................................................... 72

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .................... 73

INDUSTRY OVERVIEW................................................................................................................................................................................... 100

OUR BUSINESS .................................................................................................................................................................................................. 115

BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL ................................................................................................ 132

PRINCIPAL SHAREHOLDERS ....................................................................................................................................................................... 142

ISSUE PROCEDURE ......................................................................................................................................................................................... 149

PLACEMENT ..................................................................................................................................................................................................... 163

SELLING RESTRICTIONS .............................................................................................................................................................................. 165

TRANSFER RESTRICTIONS .......................................................................................................................................................................... 169

THE SECURITIES MARKET OF INDIA ........................................................................................................................................................ 170

DESCRIPTION OF THE EQUITY SHARES .................................................................................................................................................. 174

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS ........................................................................................................................... 179

LEGAL PROCEEDINGS ................................................................................................................................................................................... 184

INDEPENDENT AUDITORS ............................................................................................................................................................................ 187

GENERAL INFORMATION ............................................................................................................................................................................. 188

PROPOSED ALLOTTEES IN THE ISSUE ..................................................................................................................................................... 190

FINANCIAL STATEMENTS ............................................................................................................................................................................ 191

DECLARATION ................................................................................................................................................................................................. 356

SAMPLE APPLICATION FORM .................................................................................................................................................................... 359

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NOTICE TO INVESTORS

Our Company has furnished and accepts full responsibility for the information contained in this Placement Document

and confirms that to the best of its knowledge and belief, having made all reasonable enquiries, this Placement

Document contains all information with respect to our Company and the Equity Shares, which is material in the context

of the Issue. The statements contained in this Placement Document relating to our Company and the Equity Shares

are, in all material respects, true and accurate and not misleading, and the opinions and intentions expressed in this

Placement Document with regard to our Company and the Equity Shares are honestly held, have been reached after

considering all relevant circumstances, are based on reasonable assumptions and information presently available to

our Company. There are no other facts in relation to our Company and the Equity Shares, the omission of which

would, in the context of the Issue, make any statement in this Placement Document misleading in any material respect.

Further, our Company has made all reasonable enquiries to ascertain such facts and to verify the accuracy of all such

information and statements. Unless otherwise stated, all information in this Placement Document is provided as of the

date of this Placement Document and neither our Company nor the BRLM has any obligation to update such

information to a later date.

Motilal Oswal Investment Advisors Limited and Emkay Global Financial Services Limited (the “BRLMs”) have not

separately verified all of the information contained in this Placement Document (financial, legal or otherwise).

Accordingly, neither the BRLMs nor any of their respective shareholders, employees, counsel, officers, directors,

representatives, agents or affiliates make any express or implied representation, warranty or undertaking, and no

responsibility or liability is accepted by the BRLMs and/or any of their respective shareholders, employees, counsel,

officers, directors, representatives, agents or affiliates as to the accuracy or completeness of the information contained

in this Placement Document or any other information (financial, legal or otherwise) supplied in connection with our

Company and the Equity Shares or distribution of this Placement Document. Each person receiving this Placement

Document acknowledges that such person has not relied either on the BRLMs or on any of their respective

shareholders, employees, counsel, officers, directors, representatives, agents or affiliates in connection with such

person’s investigation of the accuracy of such information or such person’s investment decision, and each such person

must rely on its own examination of our Company and the merits and risks involved in investing in the Equity Shares

issued pursuant to the Issue.

No person is authorized to give any information or to make any representation not contained in this Placement

Document and any information or representation not so contained must not be relied upon as having been authorized

by or on behalf of our Company or on behalf of the BRLMs. The delivery of this Placement Document at any time

does not imply that the information contained in it is correct as at any time subsequent to its date.

The distribution of this Placement Document or the disclosure of its contents without the prior consent of our Company

to any person, other than Eligible QIBs specified by the BRLMs or their representatives, and those retained by Eligible

QIBs to advise them with respect to their purchase of the Equity Shares is unauthorised and prohibited. Each

prospective investor, by accepting delivery of this Placement Document, agrees to observe the foregoing restrictions

and not further distribute or make any copies of this Placement Document or any documents referred to in this

Placement Document. Any reproduction or distribution of this Placement Document, in whole or in part, and any

disclosure of its contents to any other person is prohibited.

The distribution of this Placement Document and the issue of Equity Shares may be restricted in certain jurisdictions

by applicable laws. As such, this Placement Document does not constitute, and may not be used for or in connection

with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to

any person to whom it is unlawful to make such offer or solicitation. In particular, except for India, no action has been

taken by our Company and the BRLMs that would permit an offering of the Equity Shares or distribution of this

Placement Document in any jurisdiction, where action for that purpose is required. Accordingly, the Equity Shares

may not be offered or sold, directly or indirectly, and neither this Placement Document nor any offering material in

connection with the Equity Shares may be distributed or published in or from any country or jurisdiction, except under

circumstances that will result in compliance with any applicable rules and regulations of any such country or

jurisdiction. For a description of the restrictions applicable to the offer and sale of the Equity Shares in the Issue in

certain jurisdictions, see “Selling Restrictions” and “Transfer Restrictions” on page 165 and 169, respectively.

2

The Equity Shares have not been and will not be registered under the U.S. 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 U.S. Securities Act and applicable state securities laws. The Equity Shares offered in the Issue are

being offered and sold only outside the United States in “offshore transactions”, as defined in and in reliance on

Regulation S under the U.S. Securities Act (“Regulation S”) and the applicable laws of the jurisdiction where those

offers and sales are made. For the selling restrictions in certain other jurisdictions, please see “Selling Restrictions”

on page 165. Also see, “Transfer Restrictions” on page 169 for information about transfer restrictions that apply to

the Equity Shares sold in the Issue.

In making an investment decision, the prospective investors must rely on their own examination of our Company and

the Equity Shares and the terms of the Issue, including merits and risks involved. Prospective investors should not

construe the contents of the Preliminary Placement Document and this Placement Document as legal, business, tax,

accounting or investment advice. Prospective investors should consult their own counsel and advisors as to business,

investment, legal, tax, accounting and related matters concerning this Issue. In addition, our Company and the BRLMs

are not making any representation to any investor, purchaser, offeree or subscriber of the Equity Shares in relation to

this Issue regarding the legality of an investment in the Equity Shares by such investor, purchaser, offeree or subscriber

under applicable legal, investment or similar laws or regulations. The prospective investors of the Equity Shares should

conduct their own due diligence on the Equity Shares and our Company. If you do not understand the contents of this

Placement Document, you should consult an authorised financial advisor and/or legal advisor.

Each investor, purchaser, offeree or subscriber of the Equity Shares in the Issue is deemed to have acknowledged,

represented and agreed that it is an Eligible QIB and is eligible to invest in India and in our Company under applicable

law, including Chapter VI of the SEBI ICDR Regulations, Section 42 of the Companies Act and other provisions of

the Companies Act, and that it is not prohibited by SEBI or any other regulatory, statutory or judicial authority, in

India or any other jurisdiction, from buying, selling or dealing in securities including the Equity Shares. Each investor,

purchaser, offeree or subscriber of the Equity Shares in the Issue also acknowledges that it has been afforded an

opportunity to request from our Company and review information relating to our Company and the Equity Shares.

This Placement Document contains summaries of certain terms of certain documents, which summaries are qualified

in their entirety by the terms and conditions of such document.

The information on our Company's website, viz, www.moldtekpackaging.com, or any website directly or indirectly

linked to our Company or on the website of the BRLMs or any of their respective affiliates, does not constitute nor

form part of this Placement Document. Prospective investors should not rely on such information contained in, or

available through, any such websites.

The Company agrees to comply with any undertakings given by it from time to time in connection with the Equity

Shares to the Stock Exchanges and, without prejudice to the generality of foregoing, shall furnish to the Stock

Exchanges all such information as the rules of the Stock Exchanges may require in connection with the listing of the

Equity Shares on the Stock Exchanges.

NOTICE TO INVESTORS IN THE UNITED STATES AND U.S. PERSONS

The Equity Shares to be issued pursuant to the Issue have not been approved, disapproved or recommended by any

regulatory authority in any jurisdiction, including the United States Securities and Exchange Commission, any other

federal or state authorities in the United States or the securities authorities of any non-United States jurisdiction or any

other United States or non-United States regulatory authority. No authority has passed on or endorsed the merits of

the Issue or the accuracy or adequacy of this Placement Document. Any representation to the contrary is a criminal

offence in the United States and may be a criminal offence in other jurisdictions.

The Equity Shares have not been and will not be registered under the U.S. 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 U.S. Securities Act and applicable state securities laws. The Equity Shares offered in the Issue are

being offered and sold only outside the United States in “offshore transactions”, as defined in and in reliance on

Regulation S under the U.S. Securities Act (“Regulation S”) and the applicable laws of the jurisdiction where those

offers and sales are made. For the selling restrictions in certain other jurisdictions, please see “Selling Restrictions”

3

on page 165. Also see, “Transfer Restrictions” on page 169 for information about transfer restrictions that apply to

the Equity Shares sold in the Issue.

NOTICE TO INVESTORS IN CERTAIN JURISDICTIONS

This Placement Document is not an offer to sell securities and is not soliciting an offer to subscribe to or buy securities

in any jurisdiction where such offer, solicitation, sale or subscription is not permitted. For information to investors in

certain other jurisdictions, see “Selling Restrictions” and “Transfer Restrictions” on page 165 and 169, respectively.

4

REPRESENTATIONS BY INVESTORS

All references herein to “you” or “your” in this section are to the prospective investors in the Issue.By bidding for

and/or subscribing to any Equity Shares under this Issue, you are deemed to have represented, warranted,

acknowledged and agreements set forth in the sections “Notice to Investors”, “Selling Restrictions” and “Transfer

Restrictions” on pages 1, 165 and 169, respectively, and to have represented, warranted, acknowledged to and agreed

with our Company and the BRLMs, as follows:

You are a “Qualified Institutional Buyer” as defined in Regulation 2(1)(ss) of the SEBI ICDR Regulations and

not excluded pursuant to Regulation 179(2)(b) of the SEBI ICDR Regulations, having a valid and existing

registration under applicable laws and regulations of India, and undertake to (i) acquire, hold, manage or dispose

of any Equity Shares that are Allotted (hereinafter defined) to you in accordance with Chapter VI of the SEBI

ICDR Regulations, the Companies Act, 2013, and all other applicable laws; and (ii) comply with all requirements

under applicable law in this relation, including reporting obligations, requirements/ making necessary filings, if

any, in connection with the Issue or otherwise accessing capital markets;

You are eligible to invest in India under applicable laws, including the FEMA Rules (as defined hereinafter) and

any notifications, circulars or clarifications issued thereunder, and have not been prohibited by SEBI or any other

regulatory authority, statutory authority or otherwise, from buying, selling, or dealing in securities or otherwise

accessing capital markets in India;

If you are not a resident of India, but a QIB, you are an Eligible FPI (and are not an individual, corporate body or

a family office), having a valid and existing registration with SEBI under the applicable laws in India or a

multilateral or bilateral development financial institution, and are eligible to invest in India under applicable law,

including the SEBI FPI Regulations, FEMA Rules, and any notifications, circulars or clarifications issued

thereunder, and have not been prohibited by SEBI or any other regulatory authority, from buying, selling, dealing

in securities or otherwise accessing the capital markets. You confirm that you are not an FVCI. You will make

all necessary filings with appropriate regulatory authorities, including the RBI, as required pursuant to applicable

laws;

You are aware that in terms of the SEBI FPI Regulations and the FEMA Rules, the total holding by each FPI

including its investor group (which means multiple entities registered as FPIs and directly or indirectly having

common ownership of more than 50% or common control) shall be below 10% of the total paid-up Equity Share

capital of our Company on a fully diluted basis. Further, the aggregate limit of all FPIs investments, is up to

100%, being the sectoral cap applicable to the sector in which our Company operates. . In terms of the FEMA

Rules, for calculating the total holding of FPIs in a company, holding of all registered FPIs shall be included.

Hence, Eligible FPIs may invest in such number of Equity Shares in this Issue such that the individual investment

of the FPI in our Company does not exceed 10% of the post-Issue paid-up Equity Share capital of our Company

on a fully diluted basis and the aggregate investment by FPIs in our Company does not exceed the sectoral cap

applicable to our Company. In case the holding of an FPI together with its investor group increases to 10% or

more of the total paid-up Equity Share capital, on a fully diluted basis, such FPI together with its investor group

shall divest the excess holding within a period of five trading days from the date of settlement of the trades

resulting in the breach. If however, such excess holding has not been divested within the specified period of five

trading days, the entire shareholding of such FPI together with its investor group will be re-classified as FDI,

subject to the conditions as specified by SEBI and the RBI in this regard and compliance by our Company and

the investor with applicable reporting requirements and the FPI and its investor group will be prohibited from

making any further portfolio investment in our Company under the SEBI FPI Regulations.

You will provide the information as required under the provisions of the Companies Act, the PAS Rules and

applicable SEBI ICDR Regulations and rules for record keeping by our Company, including your name, complete

address, phone number, e-mail address, permanent account number (if applicable) and bank account details and

such other details as may be prescribed or otherwise required even after the closure of the Issue;

If you are Allotted Equity Shares, you shall not, for a period of one year from the date of Allotment, sell the

Equity Shares so acquired except on the floor of the Stock Exchanges.

5

You are aware that the Preliminary Placement Document and this Placement Document has not been and will not

be filed as a prospectus with the RoC under the Companies Act, the SEBI ICDR Regulations or under any other

law in force in India and, no Equity Shares will be offered in India or overseas to the public or any members of

the public in India or any other class of investors, other than Eligible QIBs. This Placement Document (which

includes disclosures prescribed under Form PAS-4) has not been reviewed, verified or affirmed by the RBI, SEBI,

the Stock Exchanges, the RoC or any other regulatory or listing authority and is intended only for use by Eligible

QIBs;

You are aware that the Preliminary Placement Document has been filed, and this Placement Document will be

filed, with the Stock Exchanges for record purposes only and the Preliminary Placement Document and this

Placement Document will be displayed on the websites of our Company and the Stock Exchanges;

You are permitted to subscribe for and acquire the Equity Shares under the laws of all relevant jurisdictions that

apply to you and that you have fully observed such laws and you have necessary capacity, have obtained all

necessary consents, governmental or otherwise, and authorisations and complied and shall comply with all

necessary formalities, to enable you to participate in the Issue and to perform your obligations in relation thereto

(including, without limitation, in the case of any person on whose behalf you are acting, all necessary consents

and authorisations to agree to the terms set out or referred to in this Placement Document), and will honour such

obligations;

You are aware that, our Company, the BRLMs or any of their respective shareholders, directors, officers,

employees, counsel, representatives, agents or affiliates are not making any recommendations to you or advising

you regarding the suitability of any transactions that you may enter into in connection with the Issue and your

participation in the Issue is on the basis that you are not, and will not, up to the Allotment, be a client of the

BRLMs. The BRLMs or any of their respective shareholders, directors, officers, employees, counsel,

representatives, agents, associates or affiliates do not have any duties or responsibilities to you for providing the

protection afforded to their clients or customers or for providing advice in relation to the Issue and are not in any

way acting in a fiduciary capacity;

You confirm that, either: (i) you have not participated in or attended any investor meetings or presentations by

our Company or its agents (the “Company Presentations”) with regard to our Company or the Issue; or (ii) if

you have participated in or attended any Company Presentations: (a) you understand and acknowledge that the

BRLMs may not have knowledge of the statements that our Company or its agents may have made at such

Company Presentations and is therefore unable to determine whether the information provided to you at such

Company Presentations may have included any material misstatements or omissions, and, accordingly you

acknowledge that the BRLMs have advised you not to rely in any way on any information that was provided to

you at such Company Presentations, and (b) confirm that you have not been provided any material or price

sensitive information relating to our Company and the Issue that was not publicly available;

Your decision to subscribe to the Equity Shares to be issued pursuant to the Issue has not been made on the basis

of any information, which is not set forth in this Placement Document;

You are subscribing to the Equity Shares to be issued pursuant to the Issue in accordance with applicable laws

and by participating in this Issue, you are not in violation of any applicable law, including but not limited to the

SEBI Insider Trading Regulations, the Securities and Exchange Board of India (Prohibition of Fraudulent and

Unfair Trade Practices relating to Securities Market) Regulations, 2003, as amended, and the Companies Act;

You understand that the Equity Shares issued pursuant to the Issue shall be subject to the provisions of the

Memorandum of Association and Articles of Association of our Company and will be credited as fully paid and

will rank pari passu in all respects with the existing Equity Shares including the right to receive dividend and

other distributions declared.

All statements other than statements of historical fact included in this Placement Document, including, without

limitation, those regarding our Company, or our financial position, business strategy, plans and objectives of

management for future operations (including development plans and objectives relating to our Company’s

6

business), are forward-looking statements. You are aware that, such forward-looking statements involve known

and unknown risks, uncertainties and other important factors that could cause actual results to be materially

different from future results, performance or achievements expressed or implied by such forward-looking

statements. Such forward-looking statements are based on numerous assumptions regarding our Company present

and future business strategies and environment in which our Company will operate in the future. You should not

place undue reliance on forward-looking statements, which speak only as at the date of this Placement Document.

Neither our Company nor the BRLMs or any of their respective shareholders, directors, officers, employees,

counsel, representatives, agents or affiliates assume any responsibility to update any of the forward-looking

statements contained in this Placement Document;

You are aware and understand that the Equity Shares are being offered only to Eligible QIBs on a private

placement basis and are not being offered to the general public and the allotment of the same shall be at the

discretion of our Company, in consultation with the BRLMs;

You are aware and understand that the Equity Shares are being offered only to Eligible QIBs on a private

placement basis and are not being offered to the general public, or any other category other than Eligible QIBs

and the Allotment of the same shall be at the sole discretion of our Company, in consultation with the BRLMs;

You are aware that in terms of the requirements of the Companies Act, upon Allocation, our Company will be

required to disclose names and percentage of post-Issue shareholding of the proposed Allottees in the Placement

Document, as applicable. However, disclosure of such details in relation to the proposed Allottees in the

Placement Document will not guarantee Allotment to them, as Allotment in the Issue shall continue to be at the

sole discretion of our Company, in consultation with the BRLMs;

You are aware that if you are Allotted more than 5% of the Equity Shares in the Issue, our Company shall be

required to disclose your name and the number of the Equity Shares Allotted to you to the Stock Exchanges and

the Stock Exchanges will make the same available on their website and you consent to such disclosures;

You have been provided a serially numbered copy of this Placement Document and have read it in its entirety;

including, in particular, "Risk Factors" on page 38;

In making your investment decision, you have (i) relied on your own examination of the Company, the Equity

Shares and the terms of the Issue, including the merits and risks involved, (ii) made and will continue to make

your own assessment of our Company, the Equity Shares and the terms of the Issue based solely on and in reliance

of the information contained in this Placement Document and no other disclosure or representation by our

Company or any other party, (iii) consulted your own independent counsel and advisors or otherwise have

satisfied yourself concerning, without limitation, the effects of local laws (including tax laws), (iv) received all

information that you believe is necessary or appropriate in order to make an investment decision in respect of our

Company and the Equity Shares, and (v) relied upon your own investigation and resources in deciding to invest

in the Issue;

Neither our Company nor the BRLMs nor any of their respective shareholders, directors, officers, employees,

counsel, representatives, agents or affiliates have provided you with any tax advice or otherwise made any

representations regarding the tax consequences of purchase, ownership and disposal of the Equity Shares

(including but not limited to the Issue and the use of the proceeds from the Equity Shares). You will obtain your

own independent tax advice from a reputable service provider and will not rely on the BRLMs or any of their

shareholders, directors, officers, employees, counsel, representatives, agents or affiliates, when evaluating the tax

consequences in relation to the Equity Shares (including, in relation to the Issue and the use of proceeds from the

Equity Shares). You waive, and agree not to assert any claim against, our Company, the BRLMs or any of their

respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates, with respect

to the tax aspects of the Equity Shares or as a result of any tax audits by tax authorities, wherever situated;

You are a sophisticated investor and have such knowledge and experience in financial, business and investment

matters as to be capable of evaluating the merits and risks of an investment in the Equity Shares. You are

experienced in investing in private placement transactions of securities of companies in a similar nature of

7

business, similar stage of development and in similar jurisdictions. You and any accounts for which you are

subscribing for the Equity Shares (i) are each able to bear the economic risk of your investment in the Equity

Shares, (ii) will not look to our Company and/or the BRLMs or any of their respective shareholders, directors,

officers, employees, counsel, advisors, representatives, agents or affiliates for all or part of any such loss or losses

that may be suffered in connection with the Issue, including losses arising out of non-performance by our

Company of any of its respective obligations or any breach of any representations and warranties by our Company,

whether to you or otherwise, (iii) are able to sustain a complete loss on the investment in the Equity Shares, (iv)

have no need for liquidity with respect to the investment in the Equity Shares, (v) have no reason to anticipate

any change in your or their circumstances, financial or otherwise, which may cause or require any sale or

distribution by you or them of all or any part of the Equity Shares; and (vi) are seeking to subscribe to the Equity

Shares in the Issue for your own investment and not with a view to resell or distribute. You are aware that

investment in Equity Shares involves a high degree of risk and that the Equity Shares are, therefore a speculative

investment;

If you are acquiring the Equity Shares to be issued pursuant to the Issue for one or more managed accounts, you

represent and warrant that you are authorised in writing, by each such managed account to acquire such Equity

Shares for each managed account and hereby make the representations, warranties, acknowledgements,

undertakings and agreements herein for and on behalf of each such account, reading the reference to "you" to

include such accounts;

You are not a "promoter"(as defined under the Companies Act and the SEBI ICDR Regulations) of our Company

and are not a person related to any of our Promoters, either directly or indirectly and your Bid (hereinafter defined)

does not directly or indirectly represent any of our ‘Promoters’, or members of our ‘Promoter Group’ (as defined

under the SEBI ICDR Regulations) or persons or entities related thereto;

You have no rights under a shareholders' agreement or voting agreement with the Promoters or members of the

Promoter Group, no veto rights or right to appoint any nominee director on our Board, other than the rights

acquired, if any, in the capacity of a lender not holding any Equity Shares;

You agree that in terms of Section 42(7) of the Companies Act and Rule 14 of the PAS Rules, we shall file the

list of Eligible QIBs (to whom this Placement Document will be circulated) along with other particulars including

your name, complete address, phone number, e-mail address, permanent account number and bank account

details, including such other details as may be prescribed or otherwise required even after the closure of the Issue

with the RoC and SEBI within 30 days of circulation of this Placement Document and other filings required under

the Companies Act, 2013;

You will have no right to withdraw your Bid or revise your Bid downwards after the Bid/Issue Closing Date (as

defined hereinafter);

You are eligible to Bid for and hold the Equity Shares so Allotted, together with any Equity Shares held by you

prior to the Issue. You further confirm that your aggregate holding after the Allotment of the Equity Shares shall

not exceed the level permissible, as per any applicable regulation;

The Bid made by you would not ultimately result in triggering an open offer under the SEBI Takeover Regulations

(as defined hereinafter) and you shall be solely responsible for compliance, if any with all other applicable

provisions of the SEBI Takeover Regulations;

Your aggregate equity shareholding in our Company, together with other Allottees that belong to the same group

or are under common control as you, pursuant to the Allotment under the Issue shall not exceed 50% of the Issue

Size. For the purposes of this representation:

a. Eligible QIBs “belonging to the same group” shall mean entities where (a) any of them controls, directly or

indirectly, through its subsidiary or holding company, not less than 15% of the voting rights in the other; (b)

any of them, directly or indirectly, by itself, or in combination with other persons, exercise control over the

8

others; or (c) there is a common director, excluding nominee and independent directors, amongst an Eligible

QIB, its subsidiary or holding company and any other Eligible QIB; and

b. ‘Control’ shall have the same meaning as is assigned to it by Regulation 2(1)(e) of the SEBI Takeover

Regulations;

You shall not undertake any trade in the Equity Shares credited to your beneficiary account until such time that

the final listing and trading approvals for such Equity Shares to be issued pursuant to this Issue, are issued by the

Stock Exchanges;

You are aware that (i) applications for in-principle approval, in terms of Regulation 28(1)(a) of the SEBI Listing

Regulations, for listing and admission of the Equity Shares to be issued pursuant to the Issue and for trading on

the Stock Exchanges, were made and an in-principle approval has been received by our Company from each of

the Stock Exchanges, and (ii) the application for the final listing and trading approval will be made only after

Allotment. There can be no assurance that the final listing and trading approvals for listing of the Equity Shares

will be obtained in time or at all. Neither our Company nor the BRLMs nor any of their respective shareholders,

directors, officers, employees, counsel, representatives, agents or affiliates shall be responsible for any delay or

non-receipt of such final listing and trading approvals or any loss arising from such delay or non-receipt;

You are aware and understand that the BRLMs have entered into a Placement Agreement with our Company

whereby the BRLMs have, subject to the satisfaction of certain conditions set out therein, undertaken to use their

reasonable efforts to procure subscriptions for the Equity Shares on the terms and conditions set forth therein;

You understand the contents of this Placement Document are exclusively the responsibility of our Company and

that neither the BRLMs nor any person acting on its behalf or any of the counsel or advisors to the Issue has, or

shall have, any liability for any information, representation or statement contained in this Placement Document

or any information previously published by or on behalf of our Company and will not be liable for your decision

to participate in this Issue based on any information, representation or statement contained in this Placement

Document or otherwise. By accepting a participation in this Issue, you agree to the same and confirm that the

only information you are entitled to rely on, and on which you have relied in committing yourself to acquire the

Equity Shares is contained in this Placement Document, such information being all that you deem necessary to

make an investment decision in respect of the Equity Shares, you have neither received nor relied on any other

information, representation, warranty or statement made by or on behalf of the BRLMs or our Company or any

other person, and the BRLMs or our Company or any of their respective affiliates, including any view, statement,

opinion or representation expressed in any research published or distributed by them, the BRLMs and their

affiliates will not be liable for your decision to accept an invitation to participate in the Issue based on any other

information, representation, warranty, statement or opinion;

You understand that the BRLMs or any of their respective shareholders, directors, officers, employees, counsel,

representatives, agents or affiliates do not have any obligation to purchase or acquire all or any part of the Equity

Shares purchased by you in the Issue or to support any losses directly or indirectly sustained or incurred by you

for any reason whatsoever in connection with the Issue, including non-performance by our Company of any of

its obligations or any breach of any representations or warranties by us, whether to you or otherwise;

You are able to purchase the Equity Shares in accordance with the restrictions described in “Selling Restrictions”

on page 165 and you have made, or are deemed to have made, as applicable, the representations, warranties,

acknowledgements, undertakings and agreements in “Selling Restrictions” on page 165;

You understand and agree that the Equity Shares are transferable only in accordance with the restrictions

described in “Transfer Restrictions” on page 169 and you have made, or are deemed to have made, as applicable,

the representations, warranties, acknowledgements, undertakings and agreements in “Transfer Restrictions” on

page 169;

You understand that the Equity Shares have not been and will not be registered under the U.S. Securities Act or

any state securities laws of the United States and may not be offered, sold or delivered within the United States,

9

except in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the

U.S. Securities Act and any applicable U.S. state securities laws. You are outside the United States and are

subscribing to the Equity Shares in an “offshore transaction” as defined in and in reliance on, Regulation S and

the applicable laws of the jurisdictions where those offers and sales are made;

You are not acquiring or subscribing for the Equity Shares as a result of any “directed selling efforts” (as defined

in Regulation S) and you understand and agree that offers and sales are being made in reliance on an exemption

to the registration requirements of the U.S. Securities Act;

You agree that any dispute arising in connection with the Issue will be governed by and construed in accordance

with the laws of Republic of India, and the courts in Mumbai, India shall have exclusive jurisdiction to settle any

disputes which may arise out of or in connection with this Placement Document and the Placement Document;

Each of the representations, warranties, acknowledgements and agreements set out above shall continue to be true

and accurate at all times up to and including the Allotment, listing and trading of the Equity Shares in the Issue;

You agree to indemnify and hold our Company, the BRLMs and their respective directors, officers, employees,

affiliates, associates, controlling persons and representatives harmless from any and all costs, claims, liabilities

and expenses (including legal fees and expenses) arising out of or in connection with any breach of the foregoing

representations, warranties, acknowledgements and undertakings made by you in this Placement Document. You

agree that the indemnity set out in this paragraph shall survive the resale of the Equity Shares by, or on behalf of,

the managed accounts;

You acknowledge that this Placement Document does not, and the Placement Document shall not confer upon or

provide you with any right of renunciation of the Equity Shares offered through the Issue in favour of any person;

You will make the payment for subscription to the Equity Shares pursuant to this Issue from your own bank

account. In case of joint holders, the monies shall be paid from the bank account of the person whose name

appears first in the application;

You confirm that neither is your investment as an entity of a country which shares land border with India nor is

the beneficial owner of your investment situated in or a citizen of such country (in each which case, investment

can only be through the Government approval route), and that your investment is in accordance with consolidated

FDI Policy, issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and

Industry, Government of India, and Rule 6 of the FEMA Rules;

You are aware and understand that you are allowed to place a Bid for Equity Shares. Please note that submitting

a Bid for Equity Shares should not be taken to be indicative of the number of Equity Shares that will be Allotted

to a successful Bidder. Allotment of Equity Shares will be undertaken by our Company, in its absolute discretion,

in consultation with the BRLM;

You represent that you are not an affiliate of our Company or the BRLMs or a person acting on behalf of such

affiliate;

Our Company, the BRLMs, their respective affiliates, directors, officers, employees, shareholders,

representatives, agents, controlling persons and others will rely on the truth and accuracy of the foregoing

representations, warranties, acknowledgements and undertakings, and are irrevocable. It is agreed that if any of

such representations, warranties, acknowledgements and undertakings are no longer accurate, you will promptly

notify our Company and the BRLMs; and

You will make all necessary filings with appropriate regulatory authorities, including the RBI, as required

pursuant to applicable laws.

10

OFFSHORE DERIVATIVE INSTRUMENTS

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of

Regulation 21 of the SEBI FPI Regulations, an Eligible FPI including the affiliates of the BRLMs, which is registered

as a category I FPIs may issue, subscribe to or otherwise deal in offshore derivate instruments (as defined under the

SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities

held by it in India, as its underlying, and all such offshore derivative instruments are referred to herein as “P-Notes”),

and persons who are eligible for registration as Category I FPIs can subscribe to or deal in such P-Notes provided that

in the case of an entity that has an investment manager who is from the Financial Action Task Force member country,

such investment manager shall not be required to be registered as a Category I FPI. The above-mentioned category I

FPIs may receive compensation from the purchasers of such instruments. In terms of Regulation 21 of SEBI FPI

Regulations, P-Notes may be issued only by such persons who are registered as Category I FPIs and they may be

issued only to persons eligible for registration as Category I FPIs subject to exceptions provided in the SEBI FPI

Regulations and compliance with ‘know your client’ requirements, as specified by SEBI and subject to compliance

with such other conditions as may be specified from the SEBI from time to time. An Eligible FPI shall also ensure

that no transfer of any instrument referred to above is made to any person unless such FPIs are registered as Category

I FPIs and such instrument is being transferred only to person eligible for registration as Category I FPIs subject to

requisite consents being obtained in terms of Regulation 21 of SEBI FPI Regulations. Such P-Notes can be issued

subject to compliance with the KYC norms and such other conditions as specified by SEBI from time to time,

including payment of applicable regulatory fee. P-Notes have not been and are not being offered or sold pursuant to

this Placement Document. This Placement Document does not contain any information concerning P-Notes or the

issuer(s) of any P-Notes, including without limitation any information regarding any risk factors relating thereto.

Subject to certain relaxations provided under Regulation 22(4) of the SEBI FPI Regulations, investment by a single

FPI including its investor group (multiple entities registered as FPIs and directly or indirectly, having common

ownership of more than 50% or common control,) is not permitted to be 10% or above of our post-Issue Equity Share

capital on a fully diluted basis (“Investment Restrictions”). The SEBI has, vide a circular dated November 5, 2019,

issued the operational guidelines for FPIs, designated depository participants and eligible foreign investors (the “FPI

Operational Guidelines”), to facilitate implementation of the SEBI FPI Regulations. In terms of such FPI Operational

Guidelines, the Investment Restrictions shall also apply to subscribers of offshore derivative instruments and two or

more subscribers of offshore derivative instruments having common ownership, directly or indirectly, of more than

50% or common control shall be considered together as a single subscriber of the offshore derivative instruments.

Further, in the event a prospective investor has investments as an FPI and as a subscriber of offshore derivative

instruments, these Investment Restrictions shall apply on the aggregate of the FPI and offshore derivative instruments

investments held in the underlying company.

Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020, read with Consolidated FDI Policy,

issued by the Department for Promotion of Industry and Internal Trade, Government of India, investments where the

entity is of a country which shares land border with India or where the beneficial owner of the Equity Shares is situated

in or is a citizen of a country which shares land border with India, can only be made through the Government approval

route, as prescribed in the Consolidated FDI Policy and FEMA Rules. These investment restrictions shall also apply

to subscribers of offshore derivative instruments.

Affiliates of the BRLMs which are Eligible FPIs may purchase, to the extent permissible under law, the Equity Shares

in the Issue, and may issue P-Notes in respect thereof. Any P-Notes that may be issued are not securities of our

Company and do not constitute any obligation of, claims on or interests in our Company. Our Company has not

participated in any offer of any P-Notes, or in the establishment of the terms of any P-Notes, or in the preparation of

any disclosure related to any P-Notes. Any P-Notes that may be offered are issued by, and are the sole obligations of,

third parties that are unrelated to our Company. Our Company and the BRLMs do not make any recommendation as

to any investment in P-Notes and do not accept any responsibility whatsoever in connection with any P-Notes. Any

P-Notes that may be issued are not securities of the BRLMs and does not constitute any obligations of or claims on

the BRLMs.

Prospective investors interested in purchasing any P-Notes have the responsibility to obtain adequate disclosure

as to the issuer(s) of such P-Notes and the terms and conditions of any such P-Notes from the issuer(s) of such

P-Notes. Neither SEBI nor any other regulatory authority has reviewed or approved any P-Notes or any

11

disclosure related thereto. Prospective investors are urged to consult with their own financial, legal, accounting

and tax advisors regarding any contemplated investment in P-Notes, including whether P-Notes are issued in

compliance with applicable laws and regulations.

12

DISCLAIMER CLAUSE OF THE STOCK EXCHANGE

As required, a copy of this Placement Document has been submitted to each of the Stock Exchanges. The Stock

Exchanges do not in any manner:

(1) warrant, certify or endorse the correctness or completeness of any of the contents of this Placement

Document;

(2) warrant that the Equity Shares to be issued pursuant to this Issue will be listed or will continue to be listed

on the Stock Exchanges; or

(3) take any responsibility for the financial or other soundness of our Company, our Promoters, our management

or any scheme or project of our Company;

and it should not for any reason be deemed or construed to mean that this Placement Document has been cleared or

approved by the Stock Exchanges. Every person who desires to apply for or otherwise acquire any Equity Shares of

our Company may do so pursuant to an independent inquiry, investigation and analysis and shall not have any claim

against the Stock Exchanges 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.

13

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Certain Conventions

In this Placement Document, unless otherwise specified or the context otherwise indicates or implies, references to

‘you’, ‘your’, ‘bidder(s)’, ‘offeree’, ‘purchaser’, ‘subscriber’, ‘recipient’, ‘investor(s)’, ‘prospective investor(s)’ and

‘potential investor(s)’ are to the Eligible QIBs who are the prospective investors in the Issue, and references to ‘our

Company’, ‘Company’, ‘the Company’ and the ‘Issuer’, are to Mold-Tek Packaging Limited on a standalone basis

and references to ‘we’, ‘us’ or ‘the Group’ are to Mold-Tek Packaging Limited together with its erstwhile Subsidiary

on a consolidated basis, , unless the context otherwise indicates or implies or unless otherwise specified.

Currency and units of presentation

In this Placement Document, references to ‘US$’, ‘USD’ and ‘U.S. dollars’ are to the legal currency of the United

States of America, references to ‘₹’, ‘INR’, ‘Rs.’, ‘Indian Rupees’ and ‘Rupees’ are to the legal currency of Republic

of India. All references herein to the ‘US’ or ‘U.S.’ or the ‘United States’ are to the United States of America and its

territories and possessions. All references herein to “India” are to the Republic of India and its territories and

possessions and all references herein to the ‘Government’ or ‘GoI’ or the ‘Central Government’ or the ‘State

Government’ are to the Government of India, central or state, as applicable.

References to the singular also refer to the plural and one gender also refers to any other gender, wherever applicable.

All the numbers in this Placement Document have been presented in million, unless stated otherwise. Further, certain

figures in the “Industry Overview” section of this Placement Document have been presented in lakhs and crore. Our

Audited Consolidated Financial Statements for Fiscal 2021, Fiscal 2020 and Fiscal 2019 and the Unaudited Condensed

Consolidated Interim Financial Statements as at and for the six months period ended September 30, 2021 are prepared

in lakhs and have been presented in this Placement Document in lakhs for presentation purposes

In this Placement Document, references to “Lakhs” or “Lacs” represents “100,000”, “million” represents “10 lakh” or

“1,000,000”, “Crore” represents “10,000,000” or “10 million” or “100 lakhs”, and “billion” represents

“1,000,000,000” or “1,000 million” or “100 Crore”.

Certain figures contained in this Placement Document, including financial information, have been subject to rounding

adjustments. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the

total figure given, and (ii) the sum of the figures in a column or row in certain tables may not conform exactly to the

total figure given for that column or row. Any such discrepancies between the totals and the sum of the amounts listed

are due to rounding off adjustments. All figures in decimals have been rounded off to the second decimal.

Unless otherwise specified, all financial numbers in parenthesis represent negative figures.

Page numbers

Unless stated otherwise, all references to page numbers in this Placement Document are to the page numbers of this

Placement Document.

Financial Data and Other Information

The financial year of our Company commences on April 1 of each calendar year and ends on March 31 of the following

calendar year, and, unless otherwise specified or if the context requires otherwise, all references to a particular

‘financial year’, ‘Fiscal Year’, ‘fiscal’ or ‘FY’ are to the twelve-month period ended on March 31 of that year and

references to a particular ‘year’ are to the calendar year ending on December 31 of that year.

Our Company has published its Audited Consolidated Financial Statements for the Fiscal 2021, Fiscal 2020 and Fiscal

2019 and the Unaudited Condensed Consolidated Interim Financial Statements as at and for the six months ended

September 30, 2021 in Indian Rupees in in lakh. As required under applicable regulations, and for the convenience of

prospective investors, we have included the following in this Placement Document:

14

audited consolidated financial statements of our Company and its Subsidiary as at and for the financial years

ended March 31, 2021, March 31, 2020 and March 31, 2019, prepared in accordance with the Indian Accounting

Standard (referred to as “Ind AS”), as prescribed under Section 133 of the Act read with Companies (Indian

Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India and

other relevant provisions of the Companies Act (collectively, the “Audited Consolidated Financial

Statements”);

Unaudited Condensed Consolidated Interim Financial Statements of our Company and its erstwhile Subsidiary

as at and for the six-months ended September 30, 2021 prepared in accordance with the principles laid down in

Indian Accounting Standards 34 ‘Interim Financial Reporting’ prescribed under Section 133 of the Companies

Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally

accepted in India (the “Unaudited Condensed Consolidated Interim Financial Statements”).

The Unaudited Condensed Consolidated Interim Financial Statements have been subjected to limited review by our

Statutory Auditors and they have issued their report dated November 1, 2021, based on their review conducted in

accordance with Standard on Review Engagement (SRE) 2410 issued by the Institute of Chartered Accountants of

India (“ICAI”).

The Audited Consolidated Financial Statements should be read along with the respective audit reports, and the

Unaudited Condensed Consolidated Interim Financial Statements should be read along with the respective review

reports. Further, our Unaudited Condensed Consolidated Interim Financial Statements are not necessarily indicative

of results that may be expected for the full financial year or any future reporting period and are not comparable with

the annual financials.

Our Company prepares its financial statements in accordance with Ind AS. Ind AS differs from accounting principles

with which prospective investors may be familiar in other countries, including generally accepted accounting

principles followed in the U.S. (“U.S. GAAP”) or International Financial Reporting Standards (“IFRS”) and the

reconciliation of the financial information to other accounting principles has not been provided. No attempt has been

made to explain those differences or quantify their impact on the financial data included in this Placement Document

and investors should consult their own advisors regarding such differences and their impact on our Company’s

financial data. Accordingly, the degree to which the financial information included in this Placement Document will

provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting

policies and practices, Ind AS, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons not

familiar with Ind AS, the Companies Act, the SEBI ICDR Regulations and practices on the financial disclosures

presented in this Placement Document should accordingly be limited. Also see, “Risk Factors - Significant differences

exist between Ind-AS and other accounting principles, such as U.S. GAAP and IFRS, which may be material to the

financial statements prepared and presented in accordance with Ind-AS contained in this Placement Document.” on

page 38.

Unless otherwise stated or unless the context requires otherwise, the financial information contained in this Placement

Document as at and for the year ended March 31, 2021 is derived from the audited consolidated financial statements

as at and for the year ended March 31, 2021, as at and for the year ended March 31, 2020 is derived from the

comparative financial information included for Fiscal 2020 in our Fiscal 2021 Audited Consolidated Financial

Statements, as at and for the year ended March 31, 2019 is derived from the comparative financial information

included for Fiscal 2019 in our Fiscal 2020 Audited Consolidated Financial Statements, as at and for the six-months

ended September 30, 2021 is derived from unaudited condensed consolidated interim financial statements as at and

for the six-months ended September 30, 2021. For details, please see the section entitled “Financial Statements” and

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 191 and 73,

respectively.

Non-GAAP financial measures

Certain non-GAAP measures and certain other statistical information such as EBITDA, , EBITDA Margins, ROE,

Debt/Equity, Interest Coverage Ratio, ROCE, RONW, PAT Margins, etc. (together referred as “Non-GAAP

15

Measures”) presented in this Placement Document are a supplemental measure of our performance and liquidity that

are not required by, or presented in accordance with, Ind AS, Indian GAAP, or IFRS. We compute and disclose such

non-GAAP financial measures and such other statistical information relating to our operations and financial

performance as we consider such information to be useful measures of our business and financial performance.

Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS,

Indian GAAP, or IFRS and should not be considered in isolation or construed as an alternative to cash flows, profit/

(loss) for the year/ period or any other measure of financial performance or as an indicator of our operating

performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in

accordance with Ind AS, Indian GAAP, or IFRS. In addition, these Non-GAAP Measures are not a standardized term,

hence a direct comparison of similarly titled Non-GAAP Measures between companies may not be possible. Other

companies may calculate the Non-GAAP Measures differently from us, limiting its usefulness as a comparative

measure. Although the Non-GAAP Measures are not a measure of performance calculated in accordance with

applicable accounting standards, our Company’s management believes that it is useful to an investor in evaluating us

because it is a widely used measure to evaluate a company’s operating performance or liquidity. Prospective investors

should read this information in conjunction with the financial statements included in “Financial Information” starting

on page 191.

16

INDUSTRY AND MARKET DATA

Information regarding market size, market share, market position, growth rates and other industry data pertaining to

our business contained in this Placement Document consists of estimates based on data reports compiled by

governmental bodies, professional organisations and analysts and on data from other external sources, and on our

knowledge of markets in which we compete.

Unless stated otherwise, statistical information, industry and market data used throughout this Placement Document

has been obtained from the report titled “Indian Packaging Industry” prepared by CARE Advisory Research and

Training Limited dated December 2021 (“CARE Report”) and “Indian Rigid Plastic Packaging Market-2028” from

Fior Market Research (“Fior Report”). This information is subject to change and cannot be verified with complete

certainty due to limitations on the availability and reliability of raw data and other limitations and uncertainties

inherent in any statistical survey.

The CARE Report contains the following disclaimer:

“This report is prepared by CARE Advisory Research and Training Limited (CARE Advisory). CARE Advisory has

taken utmost care to ensure accuracy and objectivity while developing this report based on information available in

CARE Advisory’s proprietary database, and other sources considered by CARE Advisory as accurate and reliable

including the information in public domain. The views and opinions expressed herein do not constitute the opinion of

CARE Advisory 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 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 CARE Advisory;

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

CARE Advisory which accepts no responsibility, whatsoever, for loss or damage from the use of the said information.

CARE Advisory is also not responsible for any errors in transmission and specifically states that it, or its Directors,

employees, parent company – CARE Ratings Ltd., 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 CARE Advisory. CARE Advisory 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.”

Neither we nor the BRLMs have independently verified this market and industry data, nor do we or the BRLMs make

any representation regarding the accuracy or completeness of such data. In many cases, there is no readily available

external information (whether from trade or industry associations, government bodies or other organizations) to

validate market-related analysis and estimates, so we have relied on internally developed estimates. Similarly, while

we believe our internal estimates to be reasonable, such estimates have not been verified by any independent sources,

and neither we nor the BRLMs can assure potential Investors as to their accuracy. The extent to which the market and

industry data used in this Placement Document is meaningful depends on the reader’s familiarity with and

understanding of the methodologies used in compiling such data. Further, the calculation of certain statistical and/ or

financial information/ ratios specified in the sections titled “Business”, “Risk Factors”, “Management’s Discussions

and Analysis of Results of Operations and Financial Condition” and otherwise in this Placement Document may vary

from the manner such information is calculated under and for purposes of, and as specified in, the CARE Report and

Fior Report. Data from these sources may also not be comparable.

Accordingly, investors must rely on their independent examination of, and should not place undue reliance on, or base

their investment decision solely on this information. Such information involves risks, uncertainties and numerous

assumptions and is subject to change based on various factors, including those discussed in “Risk Factors – Industry

information included in this Placement Document has been derived from industry reports. There can be no assurance

17

that such third party statistical, financial and other industry data in this Placement Document may be complete or

reliable.” on page 38.

18

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Placement Document that are not statements of historical fact constitute ‘forward-

looking statements’. Investors can generally identify forward-looking statements by terminology such as "aim",

"anticipate", "believe", "continue", "can", "could" "estimate", "expect", "intend", "may", "will", "plan", "objective",

"potential", "project", "pursue", “seek”, "shall", “should”, “will”, “would”, "will likely result", "will continue", "will

achieve", "is likely" or other words or phrases of similar import. Similarly, statements that describe the strategies,

objectives, plans or goals of our Company are also forward-looking statements. However, these are not the exclusive

means of identifying forward-looking statements.

All statements regarding our Company's expected financial conditions, results of operations, business plans and

prospects are forward-looking statements. These forward-looking statements and any other projections include

statements as to our Company's business strategy, revenue and profitability (including, without limitation, any

financial or operating projections or forecasts), new business and other matters discussed in this Placement Document

regarding matters that are not historical facts. These forward-looking statements contained in this Placement

Document (whether made by our Company or any third party), are predictions and involve known and unknown risks,

uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of our

Company to be materially different from any future results, performance or achievements expressed or implied by

such forward-looking statements or other projections. All forward-looking statements are subject to risks, uncertainties

and assumptions about our Company that could cause actual results to differ materially from those contemplated by

the relevant forward-looking statement. Important factors that could cause the actual results, performances and

achievements of our Company to be materially different from any of the forward-looking statements include, among

others:

loss of significant customers;

our business and operations have been and may in the future be adversely affected by the novel coronavirus

(COVID-19) pandemic

fluctuations in the price and supply of the key raw material for our business, polymer;

expenditure on and our success in research and development initiatives in relation to new products;

our ability to anticipate and develop new products and enhance existing products;

our ability to maintain quality standards for our products;

business conditions and growth in industries such as paints, oil and lubricant, food and FMCG and other markets

in which we operate;

effectiveness of innovations and growth strategies;

our ability to meet our capital expenditure requirements, including in relation to setting up manufacturing plants

in new geographical areas;

threats to our intellectual property rights and brand value; and

our ability to adapt to technological changes in the market.

Additional factors that could cause actual results, performance or achievements of our Company to differ materially

include, but are not limited to, those discussed under the sections “Risk Factors”, “Management’s Discussion and

Analysis of Financial Condition and Results of Operations”, “Industry Overview” and “Our Business” and on pages

38, 73, 100 and 115, respectively.

By their nature, certain of the market risk disclosures are only estimates and could be materially different from what

actually occurs in the future. As a result, actual future gains, losses or impact on net interest income and net income

could materially differ from those that have been estimated, expressed or implied by such forward looking statements

or other projections. The forward-looking statements contained in this Placement Document are based on the beliefs

of the management, as well as the assumptions made by, and information currently available to, the management of

our Company. Although our Company believes that the expectations reflected in such forward-looking statements are

reasonable at this time, it cannot assure investors that such expectations will prove to be correct. Given these

uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements. In any event,

these statements speak only as of the date of this Placement Document or the respective dates indicated in this

Placement Document, and neither our Company nor any of the Book Running Lead Managers nor any of their

respective affiliates undertakes any obligation to update or revise any of them, whether as a result of new information,

19

future events or otherwise, changes in assumptions or changes in factors affecting these forward-looking statements

or otherwise. If any of these risks and uncertainties materialise, or if any of our Company’s underlying assumptions

prove to be incorrect, the actual results of operations or financial condition of our Company could differ materially

from that described herein as anticipated, believed, estimated or expected. All subsequent forward-looking statements

attributable to our Company are expressly qualified in their entirety by reference to these cautionary statements.

20

ENFORCEMENT OF CIVIL LIABILITIES

Our Company is a public company with limited liability incorporated under the laws of India. All the Directors and

key managerial personnel of our Company named herein are residents of India and all of the assets of our Company

are located in India. As a result, it may be difficult or may not be possible for the prospective investors outside India

to affect service of process upon our Company or such persons in India, or to enforce judgments obtained against such

parties outside India

India is not a signatory to any international treaty in relation to the recognition or enforcement of foreign judgments.

However, recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A,

respectively, of the Civil Procedure Code (as defined below), on a statutory basis. Section 13 of the Civil Procedure

Code provides that a foreign judgment shall be conclusive regarding any matter directly adjudicated upon between

the same parties or parties litigating under the same title, except: (i) where the judgment has not been pronounced by

a court of competent jurisdiction; (ii) where the judgment has not been given on the merits of the case; (iii) where it

appears on the face of the proceedings that the judgment is founded on an incorrect view of international law or a

refusal to recognise the law of India in cases in which such law is applicable; (iv) where the proceedings in which the

judgment was obtained were opposed to natural justice; (v) where the judgment has been obtained by fraud; and (vi)

where the judgment sustains a claim founded on a breach of any law then in force in India.

Section 44A of the Civil Procedure Code provides that a foreign judgment rendered by a superior court (within the

meaning of that section) in any jurisdiction outside India which the Government has by notification declared to be a

reciprocating territory, may be enforced in India by proceedings in execution as if the judgment had been rendered by

a district court in India. Under Section 14 of the Civil Procedure Code, a court in India will, upon the production of

any document purporting to be a certified copy of a foreign judgment, presume that the foreign judgment was

pronounced by a court of competent jurisdiction, unless the contrary appears on record but such presumption may be

displaced by proving want of jurisdiction. However, Section 44A of the Civil Procedure Code is applicable only to

monetary decrees not being in the nature of any amounts payable in respect of taxes or other charges of a like nature

or in respect of a fine or other penalties and does not include arbitration awards.

Each of the United Kingdom, United Arab Emirates, Singapore and Hong Kong, amongst others has been declared by

the Government to be a reciprocating territory for the purposes of Section 44A of the Civil Procedure Code, but the

United States of America has not been so declared. A foreign judgment of a court in a jurisdiction which is not a

reciprocating territory may be enforced only by a fresh suit upon the judgment and not by proceedings in execution.

The suit must be filed in India within three years from the date of the foreign judgment in the same manner as any

other suit filed to enforce a civil liability in India. Accordingly, a judgment of a court in the United States may be

enforced only by a fresh suit upon the foreign judgment and not by proceedings in execution.

It is unlikely that a court in India would award damages on the same basis as a foreign court if an action is brought in

India. Furthermore, it is unlikely that an Indian court would enforce foreign judgments if it views the amount of

damages awarded as excessive or inconsistent with public policy of India and it is uncertain whether an Indian court

would enforce foreign judgments that would contravene or violate Indian law. Further, any judgment or award

denominated in a foreign currency would be converted into Indian Rupees on the date of such judgment or award and

not on the date of payment. A party seeking to enforce a foreign judgment in India is required to obtain approval from

the RBI to repatriate outside India any amount recovered, and any such amount may be subject to income tax pursuant

to execution of such a judgment in accordance with applicable laws.

21

EXCHANGE RATES INFORMATION

Fluctuations in the exchange rate between the Rupee and foreign currencies will affect the foreign currency equivalent

of the Rupee price of the Equity Shares traded on the Stock Exchange. These fluctuations will also affect the

conversion into foreign currencies of any cash dividends paid in Rupees on the Equity Shares.

The following table sets forth information, for the period indicated with respect to the exchange rates between the

Rupee and the U.S. dollar (in ₹ per US$), for the periods indicated. The exchange rates are based on the reference

rates released by the RBI and FBIL, which are available on the website of the RBI and FBIL. No representation is

made that any Rupee amounts could have been, or could be, converted into U.S. dollars at any particular rate, the rates

stated below, or at all.

(₹ per US$)

Period End(1) Average(2) High(3) Low(4)

Fiscal Ended:

March 31, 2021 73.50 74.20 76.81 72.29

March 31, 2020 75.39 70.88 76.15 68.37

March 31, 2019 69.17 70.94 74.39 68.30

Months ended:

September 30, 2021 74.26 73.56 74.26 72.96

August 31, 2021 73.15 74.18 74.43 73.15

July 30, 2021 74.39 74.53 74.86 74.28

June 30, 2021 74.35 73.56 74.37 72.77

May 31, 2021 102.87 103.09 103.80 102.46

April 30, 2021 103.16 103.13 104.58 101.53

Source: www.rbi.org,in and www.fbil.org.in, as applicable.

Period end, high, low and average rates are based on the FBIL reference rates and rounded off to two decimal places.

Notes:

1. The price for the period end refers to the price as on the last trading day of the respective fiscal year or monthly

periods;

2. Average of the official rate for each Working Day of the relevant period.

3. Maximum of the official rate for each Working Day of the relevant period.

4. Minimum of the official rate for each Working Day of the relevant period.

In case of holidays, the exchange rate on the last traded day of the month has been considered as the rate for the period

end.

22

DEFINITIONS AND ABBREVIATIONS

This Placement Document uses the definitions and abbreviations set forth below which you should consider when

reading the information contained herein. The following list of certain capitalised terms used in this Placement

Document is intended for the convenience of the reader / prospective investor only and is not exhaustive.

Unless otherwise specified, the capitalised terms used in this Placement Document shall have the meaning as defined

hereunder. Further, any references to any statute, rules, guidelines, regulations, agreement, document or policies shall

include amendments thereto, from time to time

The words and expressions used in this Placement Document but not defined herein, shall have, to the extent

applicable, the meaning ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the

Depositories Act, or the rules and regulations made thereunder. Notwithstanding the foregoing, terms used in the

section “Statement of Possible Special Tax Benefits”, “Industry Overview”, “Financial Statements” and “Legal

Proceedings” beginning on page 179, 100, 191 and 184, respectively, shall have the meaning given to such terms in

such sections.

General and Company Related Terms

Term Description

“Issuer”, “MTPL”,

“Company”, “Our

Company”, “the Company”

Unless the context otherwise indicates or implies, refers to Mold–Tek Packaging

Limited, a company incorporated under the Companies Act, 1956 having its

registered office at 8-2-293/82/A/700, Ground Floor Road No 36, Jubilee Hills,

Hyderabad – 500 033, Telangana, India.

“we”, “us” or “our” or

“Group” Unless the context otherwise indicates or implies, refers to our Company together

with our erstwhile Subsidiary, namely Mold-Tek Packaging FZE, UAE, on

consolidated basis.

Audit Committee The audit committee of our Board of Directors

Articles or Articles of

Association or AoA

Articles of association of our Company, as amended from time to time.

Audited Consolidated

Financial Statements Collectively, the audited consolidated financial statements of our Company and its

subsidiary as of and for the years ended March 31, 2021, 2020 and 2019 which have

been prepared in accordance with the Ind AS, as specified under section 133 of the

Act read with the Companies (Indian Accounting Standards) Rules, 2015, as

amended and other relevant provisions of the Companies Act, 2013 to the extent

applicable, each comprising of the consolidated balance sheet, consolidated

statement of profit and loss, including other comprehensive income, the

consolidated cash flow statement and the consolidated statement of changes in

equity for the years then ended, and notes to the respective consolidated financial

statements.

Auditors / Statutory

Auditors

Statutory auditors of our Company namely M/s. M. Anandam & Co., Chartered

Accountants

Board of Directors / Board The board of directors of our Company or any duly constituted committee thereof.

CARE Report “Indian Packaging Industry” prepared by CARE Advisory Research and Training

Limited dated December 2021

Chairman and Managing

Director

The chairman and managing director of our Company, being Janumahanti

Lakshmana Rao

Chief Financial Officer The chief financial officer of our Company, being Seshu Kumari Adivishnu

Company Secretary and

Compliance Officer

The company secretary and compliance officer of our Company, being Thakur

Vishal Singh.

Corporate Social

Responsibility Committee

The corporate social responsibility committee constituted by our Board of Directors

Director(s) The director(s) of our Company presently on our Board, unless otherwise specified.

Equity Share(s) The equity shares of our Company of face value of ₹5 each.

23

Term Description

Financial Statements Collectively, Audited Consolidated Financial Statements and Unaudited Condensed

Consolidated Interim Financial Statements

Fior Report Indian Rigid Plastic Packaging Market-2028 from Fior Market Research

Independent Director(s) The independent Director(s) of our Company as per section 2(47) of the Companies

Act and Regulation 16(1)(b) of the SEBI Listing Regulations, being Talupunuri

Venkateswara Rao, Venkata Appa Rao Kotagiri, Eswara Rao Immaneni,

Dhanrajtirumala Narasimha Togaru and Madhuri Venkata Ramani Viswanadham.

Memorandum or

Memorandum of

Association or MoA

Memorandum of association of our Company, as amended from time to time.

MTPL ESOS Plan 2010 MTPL Employees Stock Option Scheme of 2010

MTPL ESOS Plan 2016 MTPL Employees Stock Option Scheme – 2016

Nomination and

Remuneration

Committee

The nomination and remuneration committee constituted by our Board of Directors

Promoter(s) Janumahanti Lakshmana Rao, Adivishnu Subramanyam And Pattabhi

Venkateswara Rao

Promoter Group The promoter group of our Company as determined in terms of Regulation 2(1) (pp)

of the SEBI ICDR Regulations

Registered Office The registered office of our Company located at 8 – 2 – 293/82/A/700, Ground

Floor, Road No. 36, Jubilee Hills, Hyderabad – 500 033, Telangana, India.

“Registrar of Companies” /

“RoC”

The Registrar of Companies, Telangana at Hyderabad.

Risk Management

Committee

The risk management committee constituted by our Board of Directors

Senior Management

Personnel Senior management personnel of our Company, as disclosed in “Board of Directors

and Senior Management Personnel” on page 132

Shareholder(s) The holders of the Equity Shares of our Company, from time to time

Subsidiary The erstwhile subsidiary of our Company, namely Mold-Tek Packaging FZE, UAE Unaudited Condensed

Consolidated Interim Financial

Statements

Unaudited condensed consolidated interim financial statements of our Company

and its Subsidiary as at and for the six months ended September 30, 2021 with the

principles laid down in Indian Accounting Standards (Ind AS) 34, Interim Financial

Reporting, specified under Section 133 of the Companies Act, 2013 read with

Companies (Indian Accounting Standards) Rules, as amended from time to time,

read with relevant rules issued thereunder and other accounting principles generally

accepted in India, as amended, and other relevant provisions of the Companies Act

comprising the condensed consolidated interim Balance Sheet as at September 30,

2021, condensed consolidated interim statement of profit and loss, condensed

consolidated interim statement of changes in equity and condensed consolidated

interim statement of cash flows for the six months period ended September 30,

2021, and notes to the unaudited condensed consolidated interim financial

statements and a condensed summary of other explanatory information.

Issue related Terms

Term Description

Allocated/ Allocation The allocation of Equity Shares by our Company, following the determination of

the Issue Price to Eligible QIBs on the basis of Application Forms submitted by

them, in consultation with the BRLMs and in compliance with Chapter VI of the

SEBI ICDR Regulations.

Allot/ Allotment/ Allotted Unless, the context otherwise requires, allotment of Equity Shares to be issued

pursuant to the Issue

Allottees Eligible QIBs to whom Equity Shares are issued and Allotted pursuant to the Issue.

24

Term Description

Application Amount The aggregate amount determined by multiplying the price per Equity Share

indicated in the Bid by the number of Equity Shares Bid for by Eligible QIBs and

payable by the Eligible QIBs in the Issue on submission of the Application Form

Application Form The form (including any revisions thereof) which will be submitted by an Eligible

QIB for registering a Bid in the Issue during the Bid/ Issue Period.

An indicative format of such form is set forth in “Sample Application Form” on

page 359.

Bid(s) Indication of an Eligible QIB’s interest, including all revisions and modifications

thereto, as provided in the Application Form, to subscribe for the Equity Shares,

pursuant to the Issue. The term “Bidding” shall be construed accordingly

Bid/Issue Closing Date December 17, 2021, the date after which our Company (or BRLMs on behalf of our

Company) shall cease acceptance of Application Forms and the Application

Amount

Bid/Issue Opening Date December 14, 2021, the date on which our Company (or the BRLMs on behalf of

our Company) commenced the acceptance of the Application Forms and the

Application Amount

Bid/Issue Period Period between the Bid/ Issue Opening Date and the Bid/ Issue Closing Date,

inclusive of both days during which Eligible QIBs submitted their Bids including

any revision and/or modifications thereof.

Bidder(s)

Any prospective investor, being an Eligible QIB, who made a Bid pursuant to the

terms of the Preliminary Placement Document and the Application Form.

Book Running Lead

Manager(s)/ BRLM(s)

Motilal Oswal Investment Advisors Limited and Emkay Global Financial Services

Limited

CAN / Confirmation of

Allocation Note

Note or advice or intimation to successful Bidders confirming Allocation of Equity

Shares to such successful Bidders after determination of the Issue Price and shall

include details of amount to be refunded, if any, to such Bidders

Closing Date The date on which the Allotment of Equity Shares pursuant to the Issue shall be

made, i.e. on or about December 20, 2021.

Designated Date The date of credit of Equity Shares, pursuant to the Issue, to the Allottee’s demat

account, as applicable to the respective Allottee

Eligible FPIs FPIs that are eligible to participate in the Issue in terms of applicable law, other than

individuals, corporate bodies and family offices

Eligible QIBs QIBs that are eligible to participate in the Issue and which are not excluded pursuant

to Regulation 179(2)(b) of the SEBI ICDR Regulations and are not restricted from

participating in the Issue under applicable law.

In addition, Eligible QIBs are QIBs who are outside the United States, to whom

Equity Shares are being offered in “offshore transactions”, as defined in, and in

reliance on Regulation S and the applicable laws of the jurisdiction where those

offers, and sales are made.

Escrow Agent/ Escrow

Bank

ICICI Bank Limited

Escrow Agreement Agreement dated December 13, 2021 entered into amongst our Company, the

Escrow Agent and the BRLMs for collection of the Application Amounts and for

remitting refunds, if any, of the amounts collected, to the Bidders

Escrow Account Special non-interest bearing, no-lien, escrow bank account without any cheques or

overdraft facilities, opened with the Escrow Agent by our Company in the name

and style of “Moldtek Packaging Limited QIP Escrow Account”, subject to the

terms of the Escrow Agreement, into which the Application Amount shall be

deposited by Eligible QIBs and from which refunds, if any, shall be remitted, as set

out in the Application Form.

Floor Price The floor price of ₹ 722.40 per Equity Share, calculated in accordance with Chapter

VI of the SEBI ICDR Regulations.

25

Term Description

Issue The offer, issue and allotment of 1,400,000 Equity Shares at a price of ₹ 740.00 per

Equity Share, including a premium of ₹ 735.00 per Equity Share, aggregating ₹

1,036.00 million to Eligible QIBs, pursuant to Chapter VI of the SEBI ICDR

Regulations and the applicable provisions of Companies Act, 2013 and the rules

made thereunder.

Issue Price ₹ 740.00 per Equity Share

Issue Size The issue of 1,400,000Equity Shares aggregating to ₹ 1,036.00 million.

Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board of

India (Mutual Funds) Regulations, 1996.

Net Proceeds The net proceeds from the Issue, after deducting fees, commissions and expenses

of the Issue

Placement Agreement Agreement dated December 14, 2021 entered into amongst our Company and the

BRLMs

Placement Document This placement document dated December 17, 2021 issued by our Company in

accordance with Chapter VI of the SEBI ICDR Regulations and other applicable

provisions of the Companies Act, 2013 and rules made thereunder

Preliminary Placement

Document

The preliminary placement document cum application form dated December 14,

2021 issued in accordance with Chapter VI of the SEBI ICDR Regulations and other

applicable provisions of the Companies Act, 2013 and rules made thereunder

QIBs or Qualified

Institutional Buyers

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

ICDR Regulations

QIP Qualified institutions placement, being a private placement to Eligible QIBs under

Chapter VI of the SEBI ICDR Regulations and other applicable sections of the

Companies Act, 2013, read with applicable provisions of the Companies

(Prospectus and Allotment of Securities) Rules, 2014

Refund Amount The aggregate amount to be returned to the Bidders who have not been Allocated

Equity Shares for all or part of the Application Amount submitted by such Bidder

pursuant to the Issue

Refund Intimation The letter from the Company to relevant Bidders intimating them of the Refund

Amount, if any, to be refunded to their respective bank accounts.

Relevant Date December 14, 2021, which is the date of the meeting of the QIP Committee of the

Board, a committee duly authorised by our Board, deciding to open the Issue

Successful Bidders The Bidders who have Bid at or above the Issue Price, duly paid the Application

Amount along with the Application Form and who will be Allocated Equity Shares

pursuant to the Issue

Wilful Defaulter An entity or person categorised as a wilful defaulter by any bank or financial

institution or consortium thereof, in terms of Regulation 2(1)(lll) of the SEBI ICDR

Regulations

Working Day Any day other than second and fourth Saturday of the relevant month or a Sunday

or a public holiday or a day on which scheduled commercial banks are authorised

or obligated by law to remain closed in Mumbai, India or a trading day of the Stock

Exchanges, as applicable

Technical and Industry Related Terms

26

Terms Description

FMCG Fast-moving consumer goods

GRDI Global Retail Development Index

HDPE High-density polyethylene

IML In-mold labelling

NRAI National Restaurant Association of India

OTC Over-the-Counter

PET Polyethylene terephthalate

PLI Production-Linked Incentive

Conventional and General Terms/Abbreviations

Terms Description

₹ / Rs. / Re./ Rupees /

INR Indian Rupee

AGM Annual General Meeting

AIF(s) Alternative investment funds, as defined and registered with SEBI under the

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

2012

AS Accounting Standards issued by the Institute of Chartered Accountants of India, as

required under the Companies Act.

BSE BSE Limited

CAGR Compounded Annual Growth Rate

CDSL Central Depository Services (India) Limited

CIN Corporate Identification Number

Civil Procedure Code The Code of Civil Procedure, 1908, as amended

Companies Act, 1956 The erstwhile Companies Act, 1956 along with the rules made thereunder

Companies Act /

Companies Act, 2013

Companies Act, 2013, as amended and the rules, regulations, circulars, modifications

and clarifications thereunder, to the extent notified

Consolidated FDI Policy The consolidated FDI Policy, issued by the Department of Promotion of Industry and

Internal Trade, Ministry of Commerce and Industry, Government of India, and any

modifications thereto or substitutions thereof, issued from time to time

CSR Corporate social responsibility.

Depositories Act The Depositories Act, 1996, as amended

Depository A depository registered with SEBI under the Securities and Exchange Board of India

(Depositories and Participant) Regulations, 2018, as amended

Depository Participant/

DP

A depository participant as defined under the Depositories Act

DIN Director Identification Number

EBIT Earnings Before Interest and Tax

EGM Extraordinary General Meeting

EBITDA Earnings Before Interest, Tax, Depreciation and Amortization less Other Income

ESG Environment, social and governance

EPS Earnings per share

FBIL Financial Benchmark India Private Limited

FDI Foreign Direct Investment

FEMA

The Foreign Exchange Management Act, 1999, as amended and the Regulations issued

thereunder

FEMA Non-Debt Rules/

FEMA Rules

The Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, as amended

and any notifications, circulars or clarifications issued thereunder

“Financial Year” / “Fiscal

Year” / “Fiscal” / “FY”

Unless otherwise stated, the period of 12 months commencing on April 1 of a year and

ending on March 31 of the next year

Form PAS-4 Form PAS-4 as prescribed under the Companies (Prospectus and Allotment of

Securities) Rules, 2014, as amended

27

Terms Description

FPI/ Foreign Portfolio

Investor(s)

Foreign Portfolio Investors, as defined under the SEBI FPI Regulations and includes

a person who has been registered under the SEBI FPI Regulations.

FPI Operational

Guidelines

SEBI circular dated November 5, 2019 which issued the operational guidelines for

FPIs

Fugitive Economic

Offender

An individual who is declared a fugitive economic offender under Section 12 of the

Fugitive Economic Offenders Act, 2018, as amended

FVCI Foreign venture capital investors as defined and registered with SEBI under the

Securities and Exchange Board of India (Foreign Venture Capital Investors)

Regulations, 2000, as amended

GAAP Generally accepted accounting principles

GBP Great Britain Pound Sterling

GDP Gross domestic product

“GoI” / “Government” Government of India, unless otherwise specified

GST Goods and services tax

HUF Hindu Undivided Family

ICAI The Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards of the International Accounting Standards

Board

Ind AS Indian accounting standards as notified by the MCA pursuant to Section 133 of the

Companies Act read with the IAS Rules

Indian GAAP Generally accepted accounting principles in India

Income Tax Act/IT Act The Income tax Act, 1961

“Lakh”/” Lac” Lakhs

MCA Ministry of Corporate Affairs, GoI

Mn/ mn Million

N.A./ NA Not Applicable

NAV Net Asset Value

NCLT National Company Law Tribunal

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

“Non-Resident Indian(s)”

/ “NRI”

A person resident outside India who is a citizen of India as defined under the Foreign

Exchange Management (Deposit) Regulations, 2016 or is an ‘Overseas Citizen of

India’ cardholder within the meaning of section 7(A) of the Citizenship Act, 1955, as

amended.

NRO Non-resident ordinary account

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

p.a. Per annum

P/E Ratio Price/Earnings Ratio

PAN Permanent Account Number

PAT Profit after tax / profit for the respective period / year

PBT Profit before tax

PAS Rules Companies (Prospectus and Allotment of Securities) Rules,2014, as amended

RBI The Reserve Bank of India

RBI Act The Reserve Bank of India Act, 1934

S&P CNX NIFTY Regional stock market index endorsed by Standard & Poor's which is composed of 50

of the largest and most liquid stocks found on the National Stock Exchange of India

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

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

SEBI Securities and Exchange Board of India

SEBI Act The Securities and Exchange Board of India Act, 1992, as amended

SEBI AIF Regulations The Securities and Exchange Board of India (Alternative Investment Funds)

Regulations, 2012

SEBI ESOP Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat

28

Terms Description

Equity) Regulations, 2021

SEBI FPI Regulations The Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,

2019, as amended

SEBI Insider Trading

Regulations

The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015, as amended

SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2018, as amended

SEBI Listing Regulations The Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015, as amended

SEBI Takeover

Regulations

The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011, as amended

SENSEX Index of 30 stocks traded on the BSE representing a sample of large and liquid listed

companies

STT Securities Transaction Tax

TDS Tax deducted at source

“USA” or “U.S.” or

“United States”

United States of America

U.S. GAAP Generally accepted accounting principles in the United States of America

$/ U.S.$ / USD / U.S.

dollar

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

U.S. Securities Act /

Securities Act

The United States Securities Act of 1933, as amended

VCF Venture capital fund as defined and registered with SEBI under the Securities and

Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the SEBI AIF

Regulations, as the case may be

Year/Calendar Year Unless context otherwise requires, shall refer to the twelve-month period ending

December 31

29

SUMMARY OF BUSINESS

Overview

We are a packaging solution company mainly engaged in the manufacturing of rigid plastic packaging containers

through Injection molding technology for paints, lubes, oils, food, FMCG and other sectors including cosmetics and

pharmaceutical. We develop, design and manufacture standard airtight and pilfer – proof pails as well as customized

containers to meet our customer’s packaging requirements. In order to make our position for cosmetics and premium

oils, we have recently established and started commercial production of pumps used for sanitisers, hand-wash and

body lotions etc. We have successfully developed futuristic dynamic QR coded IML packaging with complete

traceability all across the supply chain. This brings in the “Digital packaging” Concept for the first time to India. We

believe, we are the leaders in injection molded rigid packaging containers in India. We have introduced certain world

class packaging products in India for paints, oil, lubricants, food and FMCG industries through continuous innovation.

FMCG market in India grew at a CAGR of 16 per cent and is estimated to reach US$ 104- billion by 2021. The food

and beverages market accounts for nearly 3% of India’s GDP and is the single largest employer in the country, with

more than 7.3 million workforce (Source: CARE Report). The Indian Food & Beverages sector had a market size of

US$33 billion in FY 2020 which is and is expected to reach US$ 156 billion by FY2026 implying a CAGR of 30%.

India’s US$50 billion restaurant industry is set to lose a nearly US$9 billion in CY 2020 due to COVID-19 restrictions

according to the National Restaurant Association of India (NRAI). (Source: CARE Report)

We decorate our products using screen printing, heat transfer labelling technique and In – Mold labelling (IML), which

is one of the modern and premium container decoration techniques globally. In late 2011, we started developmental

work on IML manufacturing through imported labels and Robots. IML provides various benefits of packaging

including higher brand recall as the labels do not get separated. These IML labels provide better aesthetics and the

process eliminates labour and saves space required for production. We believe we are the pioneers to introduce IML

concept using in house Robots, at a reasonable cost in India.

We have nine manufacturing plants, four at Telangana and one each at Uttar Pradesh, Maharashtra Daman, Andhra

Pradesh and Karnataka and two warehouses one each at Kolkata and Tamil Nadu. We also operate state of the art tool

room to make complex molds and to develop Robots. We believe that we have developed our reputation and image

as innovator in packaging solution for the segments we serve.

Our products mainly cater to four business segments viz (i) paint industry (ii) lubes & oil industry, (iii) food and (iv)

FMCG. In addition to that, we are also actively adding customers in confectionary seeds, fertilizers, growth enhancers

and speciality chemicals. Our products are available in different size and shapes viz circular, rectangular, curving and

special shapes as per customer requirement. For the financial year 2021, our Company derived ₹ 2,561.00 million

gross revenue from paints ₹ 1,069.50 million, from lubes and oils and ₹ 1,146.70 million from food, FMCG and other

sectors. Our Company derived 66.08 per cent of total income from IML technology in the financial year 2021

compared to 64.82% of total income in the financial year 2019. As on October 31, 2021, our total pail manufacturing

capacity is over 46,000 metric ton and label manufacturing capacity is 49.50 million meter in a single shift.

Pursuant to a Scheme of Arrangement between Teckmen Tools Private Limited, Mold-Tek Technologies Limited

erstwhile MTPPL, and Mold Tek Plastics Limited, the plastic packaging division was transferred to our Company

with effect from July 25, 2008. However, our roots can be traced back to the year 1985, when Mold – Tek Plastics

Private Limited (“MTPPL”) was promoted by two technocrats, Janumahanti Lakshmana Rao and Adivishnu

Subramanyam along with Pattabhi Venkateswara Rao to manufacture rigid plastic packaging products with units

located at then Andhra Pradesh. Our Promoters with experience in tool room started working towards continuous

innovation and introduced various new concepts in packaging industry.

In early nineties, we introduced plastic pail packaging concept used for paint industry which has succeeded to

gradually replace the tin packaging for paints. Since 1997-1998, we introduced plastic containers for lubricant

packaging with innovative “pull up spout” and also developed new concepts including single and double lock pails.

We pioneered pull up spouts for the lube industry and developed COSMOS/ULTIMO pails with better tamper

evidence and leak proof features. Over a period of time such packaging replaced tin and metal can packs which was

used in lube packing. In the year 1998, we applied for a patent for this innovation of pull up spout with tamper proof

seal which was granted in the year 2007. In 2011, we started developmental work on IML decoration through Robots

30

which provide various benefits of packaging including higher brand recall. Commercial production of IML was started

in 2012. We have also applied for process patent for an innovation an airtight pilfer proof and tamper evident seal

locking mechanism of containers with tamper proof lid having injection mold spout for containers. All our products

are customized and manufactured as per customer requirements. In 2013, we succeeded in developing our in-house

Robots and IML label printing capabilities for IML which gave a cost advantage compared to imported Robots and

IML labels. Thus we believe we are innovator and pioneers in Indian Rigid Plastic Packaging. In 2020, to combat the

unfortunate Covid-19 pandemic situation, we launched a new range of products such as containers for hand wash,

sanitizers and high quality dispensing pumps etc. In 2021, the Company introduced digital packing for the first time

in India through dynamic QR coded IML containers.

We have in-house research and development division and in-house tool-room for designing and development of new

products, complex molds and Robots. Our tool room with Swiss and German machinery enables us to design and

develop complex molds including 2-8 cavities molds, for our customers. Our tool-room enables us to undertake repair

and maintenance of our mold and Robots. Our continuous focus on this area enables us to innovate and create new

packaging solutions and cater to the customized needs of our customers with a reasonable time period. We have

installed various designing and tool room machines for new product development at cheaper cost without affecting

quality of the products. Due to our in house capabilities, we can customise and install an integrated manufacturing

plants anywhere to meet particular customer requirements. As on October 31, 2021, we have developed 50 Robots

and imported 40 robots, which are currently deployed at our nine manufacturing plants.

We are committed to providing quality products to our customers and in this relation hold various quality

accreditations including ISO 9001:2008 quality certification for manufacture and supply of injection molded plastics

packaging containers, pails, closures and component and FSSC 22000: 2011, the food safety management system

certification applicable to manufacture of in-mold labelled plastic containers and lids for packaging for food industry.

We maintain strict hygiene standard in our manufacturing plants for products catering to the Food and FMGC sector.

As on October 31, 2021, our Company had 557 permanent employees and 1,533 employees on contract at various

locations. Our total income has grown at CAGR of 8.60% from ₹ 4,068.47 million in the financial year 2019 to ₹

4,798.10 million in the financial year 2021. Our PAT has grown at CAGR of 22.58% from ₹ 319.18 million in the

financial year 2019 to ₹ 479.56 million in the financial year 2021.

31

SUMMARY OF THE ISSUE

The following is a general summary of the term of the Issue. This summary should be read in conjunction with, and

is qualified in its entirety by, the more detailed information appearing elsewhere in this Placement Document,

including under the sections “Risk Factors”, “Use of Proceeds”, “Placement”, “Issue Procedure” and

“Description of the Equity Shares” beginning on pages 38, 63, 163, 149 and 174, respectively.

Issuer Mold Tek Packaging Limited

Face Value ₹ 5 per Equity Share

Issue Price ₹ 740.00 per Equity Share (including a premium of ₹ 735.00 per Equity

Share)

Floor Price ₹ 722.40 per Equity Share. In terms of the SEBI ICDR Regulations, the Issue

Price cannot be lower than the Floor Price.

Issue Size Issue of 1,400,000 Equity Shares aggregating to ₹ 1,036.00 million.

A minimum of 10 % of the Issue Size i.e. 140,000 Equity Shares was made

available for Allocation to Mutual Funds only, and balance 1,260,000 Equity

Shares was made available for Allocation to all Eligible QIBs, including

Mutual Funds.

Date of Board Resolution

authorizing the Issue

November 3, 2021

Date of Shareholders’ Resolution

authorizing the Issue

December 6, 2021

Eligible Investors Eligible QIBs, to whom this Placement Document and the Application Form

were delivered and who are eligible to bid and participate in the Issue.

For further details, see “Issue Procedure”, “Selling Restrictions” and

“Transfer Restrictions” on pages 149, 165 and 169, respectively. The list of

Eligible QIBs to whom this Placement Document and Application Form is

delivered has been determined by our Company in consultation with the

BRLMs

Dividend Please see section “Description of the Equity Shares”, “Dividends” and

“Statement of Possible Special Tax Benefits” on pages 174, 70 and 179,

respectively of this Placement Document.

Issue procedure This Issue is being made only to Eligible QIBs in reliance on Section 42 of

the Companies Act, read with Rule 14 of the PAS Rules, and all other

applicable provisions of the Companies Act and Chapter VI of the SEBI

ICDR Regulations. For further details, see “Issue Procedure” on page 149.

Indian Taxation Please see section “Statement of Possible Special Tax Benefits” on page 179

of this Placement Document.

Equity Shares issued and

outstanding immediately prior to

the Issue

Fully paid up Equity Shares: 28,751,918

Partly paid up Equity Shares: 11,667*

* Subject to approval of the Board of Directors, 11,667 partly paid up Equity

Shares are due for forfeiture on account of non-receipt of the call money,

post completion of the Issue.

Equity Shares issued and

outstanding immediately after

the Issue

Fully paid up Equity Shares: 30,151,918

Partly paid up Equity Shares: 11,667*

* Subject to approval of the Board of Directors, 11,667 partly paid up Equity

Shares are due for forfeiture on account of non-receipt of the call money,

post completion of the Issue.

32

Listing and trading Our Company has obtained in-principle approvals dated December 14, 2021

in terms of Clause Regulation 28(1) (a) of the SEBI Listing Regulations, for

listing of the Equity Shares to be issued pursuant to the Issue from each of

the Stock Exchanges.

Our Company will make applications to each of the Stock Exchanges after

Allotment and credit of Equity Shares to the beneficiary account with the

Depository Participant to obtain final listing and trading approval for the

Equity Shares, to be issued pursuant to this Issue.

Lock-up For details of the lock-up, see “Placement – Lock-up” on page 163.

Transferability Restrictions The Equity Shares Allotted pursuant to this Issue shall not be sold for a

period of one year from the date of Allotment, except on the floor of a

recognised stock exchange. Allotments made to VCFs, and AIFs in the Issue

are subject to the rules and regulations that are applicable to each of them

respectively, including in relation to lock-in requirement.

Please see section “Transfer Restrictions” and “Selling Restrictions” on

pages 169 and 165, respectively, of this Placement Document.

Use of Proceeds The gross proceeds from the Issue aggregates to ₹ 1,036.00 million. The net

proceeds from the Issue, after deducting Issue related expenses is expected

to be ₹1,010.15 million.

See “Use of Proceeds” on page 63 for information regarding the use of Net

Proceeds from the Issue.

Risk Factors Please see section “Risk Factors” on page 38 for a discussion of risks you

should consider before investing in the Equity Shares.

Closing Date The Allotment of the Equity Shares, expected to be made on or about

December 20, 2021.

Ranking The Equity Shares to be issued pursuant to the Issue shall be subject to the

provisions of the Memorandum of Association and Articles of Association

and shall rank pari passu with the existing Equity Shares of our Company,

including rights in respect of dividends.

The Shareholders of our Company (who hold Equity Shares as on the record

date) will be entitled to participate in dividends and other corporate benefits,

if any, declared by our Company after the Bid/ Issue Closing Date, in

compliance with the Companies Act, SEBI Listing Regulations and other

applicable laws and regulations. Shareholders may attend and vote in

shareholders’ meetings in accordance with the provisions of the Companies

Act. Please see sections “Dividends” and “Description of the Equity Shares”

on pages 70 and 174, respectively.

Security Codes/ Symbols for the

Equity Shares ISIN INE893J01029

BSE Code 533080

NSE Symbol MOLDTKPAC

33

SUMMARY FINANCIAL INFORMATION

The following tables set out selected financial information derived from our Audited Consolidated Financial

Statements and Unaudited Condensed Consolidated Interim Financial Statements. For further details, please see

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Financial

Statements”, on pages 73 and 191, respectively.

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

34

SUMMARY CONSOLIDATED BALANCE SHEET

All figures in ₹ million

Particulars

As at

30-Sep-21 31-Mar-21 31-Mar-20 31-Mar-19

Unaudited Audited Audited Audited

I. ASSETS

Non-current assets

(a) Property, Plant and Equipment 2,442.39 2,352.65 1,983.63 1,874.55

(b) Capital work-in-progress 156.38 113.02 115.33 160.43

(c) Investment Property 0.50 0.51 0.52 0.54

(d) Intangible assets 5.28 6.02 6.41 3.09

(e) Intangible assets under development 7.71 4.18 2.12 1.92

(f) Right-of-use assets 33.31 33.48 33.84 34.19

(g) Financial assets

Investments 166.94 86.49 73.36 97.18

Other financial assets 38.61 34.84 2.35 2.21

(h) Other non-current assets 27.10 30.55 132.54 64.79

Current assets

(a) Inventories 728.30 708.20 499.96 459.37

(b) Financial assets

(i) Trade receivables 1,071.67 901.30 589.06 703.70

(ii) Cash and cash equivalents 3.25 4.30 3.67 1.78

(iii) Bank balances other than (ii) above 25.51 8.57 7.78 7.67

(iv) Loans 3.45 3.21 2.89 3.36

(v) Other financial assets 17.11 23.45 30.74 25.20

(c) Current tax assets (net) 11.05 12.25 13.19 13.60

(d) Other current assets 56.89 41.84 135.63 99.55

TOTAL ASSETS 4,795.44 4,364.86 3,633.02 3,553.12

II. EQUITY AND LIABILITIES - - - -

Equity - - - -

(a) Equity share capital 141.62 139.55 138.63 138.46

(b) Other equity 2,742.40 2,420.01 1,835.91 1,778.20

Liabilities - - - -

Non-current liabilities - - - -

(a) Financial liabilities - - - -

Borrowings 331.81 166.15 251.82 189.47

(b) Provisions 46.61 34.86 26.17 20.33

(c) Deferred tax liabilities (net) 129.37 120.49 116.14 130.61

(d) Other non-current liabilities - 0.26 0.85 1.72

Current Liabilities

(a) Financial liabilities

(i) Borrowings 804.25 915.28 814.60 839.78

(ii) Trade payables

A. Dues to micro and small enterprises 2.30 3.77 1.06 2.72

B. Dues to creditors other than micro and small enterprises 236.53 318.56 179.44 179.33

(iii) Other financial liabilities 292.93 191.82 224.32 231.83

(b) Current tax liabilities (net) 13.92 8.70 - -

(c) Other current liabilities 49.15 36.30 39.05 25.04

(d) Provisions 4.56 9.11 5.03 15.65

TOTAL EQUITY AND LIABILITIES 4,795.44 4,364.86 3,633.02 3,553.12

35

SUMMARY CONSOLIDATED STATEMENT OF PROFIT AND LOSS

All figures in ₹ million

Particulars

For the period / year ended

30-Sep-21 31-Mar-21 31-Mar-20 31-Mar-19

Unaudited Audited Audited Audited

I. Income

Revenue from operations 2,932.62 4,789.25 4,382.02 4,057.19

Other income 3.19 8.85 11.59 11.28

II. Total income 2,935.81 4,798.10 4,393.62 4,068.47

III. Expenses - - - -

Cost of materials consumed 1,748.59 2,777.68 2,496.74 2,462.15

Changes in inventories of finished goods and work-in-progress -16.63 -53.67 8.06 -12.86

Employee benefits expense 182.48 328.93 314.84 432.72

Finance costs 54.41 99.44 103.98 75.69

Depreciation and amortization expense 126.90 215.05 192.16 161.05

Other expenses 444.83 791.36 794.53 471.94

Total expenses 2,540.59 4,158.79 3,910.31 3,590.69

IV. Profit before tax (II - III) 395.23 639.31 483.30 477.78

V. Tax expense: - - - -

(1) Current tax 89.24 156.42 121.67 135.60

(2) Previous years tax - -1.75 0.15 -5.29

(3) Deferred tax 9.26 5.08 -12.90 28.28

VI. Profit for the period (IV-V) 296.72 479.56 374.38 319.18

VII. Other comprehensive income - - - -

Items that will not be reclassified to Profit or Loss - - - -

i) Remeasurement of defined benefit plans -1.50 -2.91 -6.24 -4.59

ii) Fair value changes in Equity instruments 80.45 13.13 -23.82 -5.93

iii) Income tax relating to items (i) & (ii) above 0.38 0.73 1.57 1.60

b) Items that will be reclassified to profit or loss - - - -

i) Exchange differences in translating the financial statements

of a foreign operation 0.00 -1.08 0.33 1.98

Other comprehensive income (net of tax ) 79.33 9.88 -28.16 -6.93

VIII. Total comprehensive income for the year 376.06 489.44 346.22 312.25

Profit for the year - - - -

Attributable to: - - - -

Owners of the parent 296.72 479.56 374.38 319.18

Non-controlling interests - - - -

Total comprehensive income for the year - - - -

Attributable to: - - - -

Owners of the parent 376.06 489.44 346.22 312.25

Non-controlling interests - - - -

IX. Earnings per equity share (Face Value ₹5 each) -

(1) Basic 10.56 16.82 12.96 11.53

(2) Diluted 9.85 16.14 12.96 11.53

36

SUMMARY CONSOLIDATED STATEMENT OF CASH FLOWS

All figures in ₹ million

Particulars

For the period / year ended

30-Sep-21 31-Mar-21 31-Mar-20 31-Mar-19

Unaudited Audited Audited Audited

Cash flow from Operating activities

Profit before tax 395.23 639.31 483.30 477.78

Adjustments for: - - - -

Depreciation and amortisation expense 129.02 218.90 195.83 165.10

Loss on disposal of Property, Plant and Equipment (net) 0.88 2.15 1.25 0.19

Provision for bad and doubtful debts (net of reversals) 0.69 -0.06 3.04 3.46

Doubtful debts Written off - 1.66 - -

Fair value Adjustments & Fluctuation 0.09 -0.92 0.53 5.61

Finance costs 54.41 99.44 103.98 75.69

Dividend income -1.69 -1.27 -6.14 -1.48

Fair value changes on equity instruments - -5.93

Remeasurement of defined employee benefit plans - -4.59

Change in Operating assets and liabilities - - - -

(Increase) in Trade receivables -171.05 -313.85 111.61 137.64

(Increase)/Decrease in financial assets other than trade receivables -14.61 6.06 -4.59 -2.06

(Increase) / Decrease in other assets -22.55 85.34 -100.67 -16.92

(Increase) / Decrease in Inventories -20.09 -208.24 -40.59 63.88

Increase/(decrease) in trade payables -83.51 141.84 -1.55 3.73

Increase / (Decrease) in other financial liabilities 95.36 73.59 -28.49 53.15

Increase / (Decrease) in provisions 5.69 9.87 -11.02 13.00

Increase / (Decrease) in other liabilities 11.28 1.21 18.13 6.72

Cash Generated from Operations 379.14 755.04 724.63 974.96

Income taxes paid -75.32 -149.69 -125.31 -140.15

Net cash inflow (outflow) from Operating activities 303.82 605.35 599.32 834.81

Cash flows from investing activities - - - -

Purchase of Property, Plant & Equipment and Intangible assets -220.46 -594.77 -410.01 -828.87

Payment for acquiring right-of-use assets - -34.90

(Increase)/decrease in Capital work-in-progress and Intangible assets under development

-46.90 0.25 - -13.35

(Increase)/Decrease in capital advances 3.45 79.01 44.89 -

Dividend income 1.69 1.27 6.14 1.48

Fair value changes in investments - 5.93

Proceeds from sale of property, plant & equipment 0.57 5.45 100.89 113.88

Net cash inflow (outflow) from Investing activities -261.65 -508.79 -258.09 -755.83

Cash flow from Financing activities - - - -

Proceeds from Non current borrowings (Refer note 19) 200.00 7.00 208.09 212.30

Repayment of Non current borrowings (Refer note 19) -53.03 -111.48 -130.69 -58.37

Proceeds/ (repayment) from Current borrowings (Refer note 19) -93.02 7.92 -25.18 -23.78

Dividend paid including Corporate dividend tax -113.29 -83.72 -300.66 -133.53

Increase in Securities Premium 78.94 25.03 8.91 -

Proceeds from issue of share capital 2.06 0.92 0.18 -

Money received against share warrants -16.23 153.38 - -

Finance costs -48.65 -94.98 -100.00 -75.69

Net cash inflow (outflow) from Financing activities -43.23 -95.93 -339.35 -79.06

Net increase (Decrease) in Cash and Cash equivalents -1.06 0.63 1.89 -0.08

Cash and Cash equivalents at the beginning of the financial Year 4.30 3.67 1.78 1.86

37

Particulars

For the period / year ended

30-Sep-21 31-Mar-21 31-Mar-20 31-Mar-19

Unaudited Audited Audited Audited

Cash and Cash equivalents at the end of the Year 3.25 4.30 3.67 1.78

38

RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider each of the following

risk factors and all the information set forth in this Placement Document, including the risks and uncertainties

described below, before making an investment in the Equity Shares. To obtain a complete understanding, you

should read this section in conjunction with the sections “Our Business” and “Management's Discussion and

Analysis of Financial Condition and Results of Operations”, as well as the other financial and statistical

information contained in this Placement Document.

The risks and uncertainties described in this section are not the only risks and uncertainties we currently face.

These risks and additional risks and uncertainties not known to us or that we currently deem immaterial may also

have an adverse effect on our business, prospects, financial condition, cash flows and results of operations, the

trading price of, and the value of your investment in our Equity Shares could decline or fall significantly and you

may lose all or part of your investment. In making an investment decision, you must rely on your own examination

of the Company and the terms of this Issue, including the merits and risks involved. This Placement Document

also contains forward-looking statements that involve risks and uncertainties. Our results of operations could

differ materially from such forward-looking statements as a result of certain factors including the considerations

described below and elsewhere in this Placement Document.

Unless otherwise stated, the financial information used in this section is derived from our Audited Consolidated

Financial Statements or Unaudited Condensed Consolidated Interim Financial Statements; please refer to section

entitled “Financial Statements” on page 191. Unless otherwise indicated, industry and market data used in this

section has been derived from industry publications and other publicly available information, including, in

particular, the reports “Indian Packaging Industry” prepared by CARE Advisory Research and Training Limited

dated December 2021 (“CARE Report”) and “Indian Rigid Plastic Packaging Market-2028” from Fior Market

Research (“Fior Report”). Unless otherwise indicated, financial, operational, industry and other related

information derived from the CARE Report and the Fior Report and included herein with respect to any particular

year refers to such information for the relevant calendar year.

INTERNAL RISK FACTORS

1. We are highly dependent on certain key customers for a substantial portion of our revenues. Any loss of

such customers or a significant reduction in purchases by such customers could adversely affect our

business, results of operations and financial conditions.

We depend on certain customers, including multi-national paint and lubricant companies, who have contributed

to a substantial portion of our total revenues. Our top 10 customers accounted for 75.10%, 73.00%, 73.34% and

72.92% of our gross sales for the six month period ended on September 30, 2021 and Fiscal 2021, 2020 and 2019,

respectively. There is no guarantee that we will retain the business of our existing key customers or maintain the

current level of business with each of these customers. These risks may include, but are not limited to, reduction,

delay or cancellation of orders from our significant customers, failure to renew contracts with one or more of our

significant customers, failure to renegotiate favourable terms with our key customers or the loss of these customers

entirely, all of which would have a material adverse effect on the business, financial condition, results of

operations and future prospects of our Company.

Though we do not have any long-term agreement with our significant customers, we have been their vendor for

over five years. Maintaining strong relationships with our key customers is, therefore, essential to our business

strategy and to the growth of our business. We have not observed any reduction in contribution by top ten

customers in absolute terms in last three years, as our top ten customers operate in diversified industries which

averages out the contributions made in the event of disruption in any particular industry or operations of any

particular customer. The loss of any significant customer or a significant reduction in demand from such customers

could have an adverse effect on our business, results of operations and financial conditions. Further, we normally

provide average credit period of less than sixty days, however due to the prevalence of COVID-19 disease and

the nation-wide lockdown, our credit cycles were extended by a few days without significantly impacting our

revenue cycle. We cannot assure you that any such delay in the future in payments by such customers over the

usual payment cycles will not adversely affect the results of our operations and financial conditions. Further, there

can be no assurance that our business relationships with our key customers would continue in similar manner.

2. Any inability to pass on increased price of key raw material, polymer, used for manufacturing our products

may affect our profitability.

39

The key raw material used for manufacturing our products is polymers which are PPCP, PP, HDPE and LLDPE.

The success of our operations depends on a variety of factors, including our ability to source raw materials at

competitive prices. Raw material consumed as a percentage of total revenue was 51.31%, 49.07%, 46.53% and

49.62% for the six month period ended on September 30, 2021 and Fiscal 2021, Fiscal 2020 and Fiscal 2019,

respectively. The average prices for PPCP/PP increased from ₹ 91.67 per kg to ₹ 93.86 per kg from Fiscal 2019

to Fiscal 2021, and is currently in the range of ₹ 130 for the month November, 2021. Any fluctuation in the

international price of crude oil affects the price of polymers. In Fiscal 2019, we spent ₹ 2013.16million for 21,962

tonnes of polymer in comparison to Fiscal 2020, where we spent ₹2,039.07 million for 23,553 tonnes of polymer.

Further in Fiscal 2021, we spent ₹ 2,349.95 million for 25,036 tonnes of polymer.

We seek to source our raw materials from reputed suppliers and typically seek quotations from multiple suppliers.

We do not typically enter into long-term agreements with our suppliers. We may be required to track the supply

demand dynamics and regularly negotiate prices with our suppliers in case of significant fluctuations in raw

material prices or polymer or foreign currency fluctuations. Any fluctuations in the demand and/or supply of

polymers may impact its purchase price. Although we enter into short term contracts with some of our suppliers

for rates, we may be unable to enter into such contracts at all times in future. In terms of our understanding with

most of our customers, we have flexibility to pass on raw-material cost fluctuations to them through periodical

pricing arrangements. However, any inability to pass on the increased costs of polymers to our customers in future,

may affect our profitability.

3. Our key raw material, polymer is manufactured by few players domestically, hence we are dependent on a

few suppliers.

We procure a large portion of our raw materials from a few key suppliers, any disruption of supply of raw materials

from such suppliers could adversely impact our operations and business if we are unable to replace such suppliers

in a timely manner. Key raw materials required by us include PPCP/PP, HDPE and LDPE/LLDPE which are

manufactured in India by oil PSUs and other manufacturers. In six months period ended on September 30, 2021

and Fiscals 2021, 2020 and 2019, our cost of raw materials consumed constituted 59.23%, 56.51%, 52.15% and

56.07%, respectively, of our total expenses. In Fiscals 2021, 2020 and 2019, we spent, ₹2,349.95 million,

₹2,039.07million and ₹ 2013.16 million, respectively, for 25,036 tonnes, 23,553 tonnes and 21,962 tonnes of

polymer in comparison for the same period. We procured 85% and 70% of polymers required by us through the

agents of a single manufacturer in six month period ended on September 30, 2021 and the Fiscal 2021,

respectively. Hence, we are significantly dependent on them for supply of polymer which is a key raw material in

manufacturing our products. We enter into annual MoUs with them for purchase of polymer quantity as it is not

economic to enter into long term agreements with our key suppliers due to price fluctuations. Due to our long

standing relationship with such suppliers, we believe we procure polymer at competitive rates. If the supplier is

unable to supply polymer to us on commercially reasonable terms or quantity we require, it may adversely affect

our production schedule and we may have to purchase polymer at a higher rate from the market, which may affect

our profitability.

4. We incur investments from time to time on our R&D and we may not be able to derive adequate benefits

from such investments.

We operate in the industry which requires continuous technology upgrade for manufacturing products and

research activities to stay ahead of the market. We currently have centralised integrated tool room where we

develop, repair molds. While we believe our centralised tool room provides us with advantage like early

development of products at cheaper cost, but cannot assure you that we will be able to develop products acceptable

to our customers. We will continue to make investments on R&D including and not limited to developing our

Robots, new molds and processes as we depend significantly on such processes for upgrading our technologies

and processes from time to time. We capitalise part of salary of our Deputy Managing Director, Adivishnu

Subramanyam, who devotes considerable time to develop new design and technologies at our tool room. These

R&D activities are critical since it may improve demand for our product and our profitability, if such activities

prove to be successful. Our Company is engaged in the on-going process of studying, designing and developing

new moulds in accordance with customer requirements. Our total expenditure on R&D (including salaries of

employees in R&D division and other overhead costs) amounted to ₹ 18.03 million, ₹36.57 million, ₹38.59 million

and ₹34.58 million during six month period ended on September 30, 2021 and Fiscals 2021, 2020 and 2019,

respectively. Our R&D expenditures as a percentage of our revenue from operations were 0.61%, 0.76%, 0.88%

and 0.85% for six month period ended on September 30, 2021 and Fiscals 2021, 2020 and 2019, respectively. As

at March 31, 2021, we had 83 on-roll employees engaged in R&D activities. We cannot guarantee that we may

40

be able to derive adequate benefits from these R & D activities and will be able to reap profits from our investments

in the same. In addition, shifts in customer demand may render existing technologies and machinery obsolete,

requiring additional capital expenditures and/or write-downs of assets.

5. Our growth prospect may suffer if we fail to anticipate and develop new products, increase customer base

and manufacturing capacities and enhance existing products in order to keep pace with rapid changes in

customer preferences and the industry on which we focus.

We believe we were among first few companies to introduce the pail packaging containers for the paint industry

which has over the years replaced the tin packaging containers. Further, we have successfully adopted ‘In-mold

labelling’ technology which enable us to produce a picture quality decoration on the molds produced by us. Our

business is characterized by constant product innovation due to rapid technological change, evolving industry

standards and customer preferences. To compete successfully in the packaging industry, we must be able to

identify and respond to changing demands and preferences in packaging industry. Our inability to manage the

expansion of our products range, customer base and manufacturing capacities, and execute our growth strategy in

a timely manner or within budget estimates, or our inability to meet the expectations to track the changing

preferences of our customers or other stakeholders could have an adverse effect on our business, results of

operations and financial condition.

We believe that our in-house tool room and centralised R&D gives us competitive advantage and helped us in

reaching current level. However, we cannot assure that our new products may always gain buyer acceptance and

we will always be able to achieve competitive products to meet customer expectations. Failure to identify and

respond to changes in consumer preferences could, among other things, limit our ability to differentiate our

products, adversely affect consumer acceptance of our products and could have impact on our growth prospect.

6. Any inability on our part to successfully maintain quality standards could adversely impact our business.

Quality of our product is very important for our customers and their brands equity. Our product goes through

various quality checks at various stages including random sampling check, drop test and/or any tenth order lot

check. We supply our packaging products to paints, oil and lubricant, food and FMCG industries and other

industries each of which have different product specifications. Some of our manufacturing plants are ISO:

9001:2008 and FSSC 22000: 2011 certified.

Receipt of certifications and accreditations under the standards of quality is important for the success and wide

acceptability of our products and also required to be maintained under certain purchasing agreements with our

customers for specific products. If we fail to comply with the requirements for applicable quality standards, or if

we are otherwise unable to obtain or renew such quality accreditations in the future, in a timely manner, or at all,

our business and prospects may be adversely affected.

We maintain utmost hygiene standards in our manufacturing plants serving food and FMCG sectors. We ensure

that our products are tested for various application tests such as load, impact, strength, durability, wear and fatigue

etc., in line with certain international standards. Failure of our products to meet prescribed quality standards may

results in rejection and reworking of product hence any failure on our part to successfully maintain quality

standards for our products may affect our customer demands or preference which may negatively affect our

business.

7. Our Company’s growth depends up on growth in paints, lubricant and food & FMCG industries.

Our Company has derived 53.61%, 22.39 % and 24.00% of gross sales for Fiscal 2021 from paints, lubricant and

food & FMCG, respectively. Our revenue from paint segment has grown from ₹ 1,846.20 million in the Fiscal

2019 to ₹ 2,561.00 million in the Fiscal 2021 showing a growth of 38.72 %. Our revenue from lubricant segment

has decreased from ₹ 1,272.70 million in the Fiscal 2019 to ₹ 1,069.50 million in the Fiscal 2021 resulting into a

reduction of 15.97 % which is set-off by the food and FMCG segment which has grown from ₹ 923.30 million in

the Fiscal 2019 to ₹ 1,146.70 million in the Fiscal 2021at a rate of 24.20%. Further, our Company has derived

56.39 %, 20.62% and 22.99 % of gross sales for six-month period ended on September 30, 2021 from paints,

lubricant and food & FMCG, respectively. Thus, we are dependent on the paints, lubricant and food & FMCG

industries for majority of our revenue. Any slowdown in growth of these industries or demand of our products by

paint, lubricant and food and FMCG industry may affect our growth.

8. We may be unable to effectively implement our growth strategies or manage our growth.

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Our total income has grown from ₹4,068.47million in the Fiscal 2019 to ₹ 4,798.10 million in the Fiscal 2021.

Further, our total income was ₹ 2,935.81million in the six months period ended on September 30, 2021. Our

growth has been a result of our growth strategies over the year and success of our design capabilities and

innovations. Our growth strategy involves risks and difficulties, many of which are beyond our control and,

accordingly, there may be no assurance that we will be able to complete our plans on schedule or at all, or without

incurring additional unforeseen material capital expenditure. Any inability on our part to manage our growth

effectively or to ensure the continued adequacy of our current systems to support our growth strategy could have

an adverse effect on our growth plans. Furthermore, if market conditions change or if our operations do not

generate sufficient funds or for any other reasons, we may decide to delay, modify or forgo some aspects of our

growth strategy which could have a material and adverse effect on our business prospects.

9. Our customers’ requirements to locate our manufacturing plants in close proximity to their facilities may

require capital expenditure and we may not be able to manage our manufacturing plants at various

locations effectively.

Currently we are operating from nine different manufacturing plants which include four manufacturing plants

located at Telangana and one each at Maharashtra, Daman, Karnataka, Uttar Pradesh and Andhra Pradesh. For

example, to serve our customers, we have established integrated pail manufacturing plants at Satara, Maharashtra

which is at close proximity to our customer’s units. We incur capital expenditure to set up new facilities in

proximity to our customers. We are in the process of setting up a new plant for manufacturing of pails – injection

blow molding at Plot No. G40/2, G41 & G42/1, 16188 Sqmts, General Park Sultanpur (village) Ameenpur

(Mandal), Sangareddy district, Hyderabad to cater pharmaceutical and cosmetic companies. In the event that any

of our customers' facilities are moved from their current locations or our revenues from such customers are reduced

due to any reason, we may not be able to utilize our manufacturing plants efficiently.

Our Company is and will continue to evaluate various location options for its expansion plans preferably closer

to the customers. Our ability to set up and manage effectively our new manufacturing plants in the future, will

depend on a variety of factors including availability of sufficient capital, procurement of land, receipt of relevant

approvals, availability of sufficient skilled employee and labour base. Costs associated with such expansion plan

may effect our business, financial condition and results of operations. Further, we cannot assure that we will be

able to manage all our manufacturing plants at various locations effectively.

10. We face the risk of our designs getting copied and product being sold at lower prices in the market resulting

in us losing out on premium pricing.

We have an internal design team that designs and develops plastic molded packaging containers, pails, closures,

pharmaceutical and food packaging containers. Our design team studies the market before preparing designs,

molds or colour of these packaging products. As on date of this Placement Documents, we are the registered

proprietor of 17 designs of our products registered with the Controller General of Patents, Designs and Trade

Marks under the provisions of the Design Act, 2000 and the Design Rules, 2001. Additionally, we have 2

registered patents and 1 pending patent application in India. We also own trademark that contribute to the identity

and the recognition of our corporate brand, product and service brands globally. We cannot assure you that the

trademark, granted to us, may not be contested, circumvented or invalidated over the course of our business.

The measures we take to protect our intellectual property, which may not be adequate to prevent unauthorized use

of our intellectual property by third parties. Notwithstanding the precautions we take to protect our intellectual

property rights, it is possible that third parties may copy or otherwise infringe on our rights, which may have an

adverse effect on our business, results of operations, cash flows and financial condition. Third parties, including

our competitors, may claim that our products infringe their proprietary technology and rights. Such infringement

claims may increase as the number of products and competitors in our market increases and overlaps occur. Such

claims and any resulting legal proceeding may subject us to additional financial burden; divert our management's

attention and resources away from our core business; and if decided against our favour, may restrict us from

utilising those technologies and require us to undertake significant inventory and product write-offs, redesign our

products, recall our products already sold and/or refund the amounts received from selling those products.

Our intellectual property rights may not be adequately protected against third party infringement. Our Company

has filed two cases for infringement. Our Company had filed a case in the Bombay High Court against Yash

Plastomet for infringement of lid and container designs praying for, inter alia, an injunction restraining Yash

Plastomet from using any variation of our Company’s registered design. The Bombay High Court has not passed

42

an order providing such injunction restraining Yash Plastomet. Our Company also filed a case against S.D.

Containers LLP for infringement of our Company’s product designs for the lid and container and further supply

of such products to manufacturers, including customers of our Company. S.D. Containers LLP has filed a counter

claim against our Company. The District Court, Indore passed an order denying the relief of an interim injunction

to our Company. In this regard, our Company has filed an appeal before the High Court of Judicature of Madhya

Pradesh. For more information, please refer to the “Legal Proceedings” section on page 184. Due to the popularity

of designs and colour of our containers, we face the risk of our design getting copied by our competitors. If our

designs are imitated with poor quality and sold at cheaper rates in the market, we may lose some of our customers

to such competitors, which will in turn adversely affect our business and results of operations. Further, any copy

of our designs with our logo, will erode our brand value.

11. If we are unable to adapt to technological changes coupled with changes in industry trends and preferences

our business and results of operations may be adversely affected.

We seek to enhance our production and technological capabilities to distinguish ourselves from our competitors

and enable us to introduce new products as well as different variants of our existing products, based on consumer

preferences and demand. We depend on the successful introduction of new production and manufacturing

processes to create innovative products, achieve operational efficiencies and adapt to advances in, or obsolescence

of our technology. In the past, we have worked closely with our customers and developed upgraded versions of

the packs introducing various features like leak proof, no-gasket design, tamper evident, tamper proof, light weight

packs. We have introduced packs with tamper evidence for food delivery, for sweets and confectionery etc. With

our in-house product design & tool room, we have enabled product design and innovation capabilities. Our failure

to successfully adopt such technologies in a cost effective and a timely manner could increase our costs and lead

to us being less competitive in terms of our prices or quality of products we sell. Our future success will depend

on our ability to respond to technological advances in the businesses in which we operate, on a cost-effective and

timely basis. The development and implementation of such technology entails significant technical and business

risks. There can be no assurance that we will continuously implement/adopt new technologies effectively or will

be able to respond in timely manner.

12. Failure to meet our production timelines may impact our reputation and could also lead to cancellation of

our orders.

We manufacture diverse products for our customers including lubricant containers, paint containers, food

container and bulk containers in different size, shape and modules manufacture through various technologies

including IML as per the requirements of our customers. Most of our customers give us production schedule for

thirty days but few give production schedule for less than two weeks. We are expected to supply varying quantities

at different points in time, as per the given schedule. Our operations are streamlined to take into account delivery

schedule. While a certain amount of time is always calculated as buffer and we keep raw material for about a

month’s requirement, any serious disruption in our manufacturing plants will impact our ability to meet our

production timelines and may impact our reputation and could also lead to cancellation of our orders.

13. We may be subject to financial and reputational risks due to product quality and liability issues which may

have an adverse effect on our business, financial condition and results of our operations.

The contracts we enter into with our some of our customers typically include warranties that the products we

deliver will be free from defects and perform in accordance with specifications agreed with the customers. To the

extent that products shipped by us to our customers do not, or are not deemed to, satisfy such warranties, we could

be responsible for repairing or replacing any defective products, or, in certain circumstances, for the cost of

effecting a recall of all products which might contain a similar defect, as well as for consequential damages. We

are also subject to claims from our customers if end products sold by our customers fail to perform or incur damage

due to problems in our products due to defects attributable to us. If any of the products sold by us fail to comply

with applicable quality standards, it may result in customer dissatisfaction, which may have an adverse effect on

our business, sales and results of operations. From time to time, due to human or operational error, orders may

not meet the specifications required by those customers and may therefore be rejected by customers. Any ongoing

issues with products not meeting required specifications could reduce our revenue and negatively impact our

reputation and financial performance.

While we undertake sample-based testing of our products in accordance with the agreements entered into with

customers and adjust prices of our products where we provide warranties, the possibility of future product failures

could cause us to incur substantial expense to replace defective products, provide refunds or resolve disputes with

43

our customers through litigation, arbitration or other means. Defects, if any, in our products could lead to rejection

of supplied products and consequential financial claims and could require us to undertake service actions. As per

the terms of our agreements with certain clients, these actions could require us to expend considerable resources

in rectifying and/or addressing these problems, to absorb costs incurred by our customers in addressing such

problems. We are currently not covered by insurance for any product liability claims and hence any such liability

could have an adverse impact on our results of operations. Though there have not been any significant rejection

and claims experienced by our Company in past, we cannot assure you that no such claims will be made against

us in the future or that such claims will be settled in our favour. Any such successful claims could adversely affect

our results of operations and cash flow.

14. Any shortage or non-availability of electricity may adversely affect our profitability.

Our quality of product and efficiency of production of our manufacturing plants are dependent on uninterrupted

supply of power. We depend on power supplied by the State electricity board for our manufacturing facility

requirements. Some of our manufacturing plants are equipped with diesel generator set for alternative source of

power. We have faced power supply deficiency including scheduled power disruptions in some of our

manufacturing plants in the past. For six month period ended on September 30, 2021 and Fiscals 2021, 2020

and2019, we have consumed 12,084,224units, 22,285,415 units, 21,787,898 units and 18,791,920 units of

electricity, respectively of which we have generated 247,456 units, 292,130 units, 392,138 units and 336,315 units

of electricity from own generation through diesel generator set. The average cost of generation of electricity from

diesel generator set is ₹ 29.23 per unit, ₹ 23.97 per unit, ₹22.32 per unit and ₹23.37 per unit for six-month period

ended on September 30, 2021 and Fiscals 2021 respectively, whereas the average cost of electricity purchase from

various electricity boards is ₹7.29 per unit, ₹7.05 per unit and ₹6.67 per unit for 2021, 2020 and 2019, respectively.

If we do not get uninterrupted quality power for our manufacturing plants from electricity board, it may increase

the manufacturing cost of our products and affect our profitability.

15. We are dependent on our Chairman and Managing Director, Deputy Managing Directors and senior

management to manage our current operations and meet future business challenges.

While we have been developing next layers of management as a direct support system to senior management who

can take over the management responsibilities in the future, our future success is still dependent on our Chairman

and Managing Director, Janumahanti Lakshmana Rao, Deputy Managing Directors, Adivishnu Subramanyam and

Pattabhi Venkateswara Rao and other senior management to maintain strategic direction, manage current

operations and risk profile and meet future business challenges, including the planned expansion and the addition

of new businesses. Our Chairman and Managing Director has more than three decades of experience in business

and its management and is the visionary of our Company and involved in formulation of corporate strategy and

planning, overall execution and management, and concentrates on the growth of our Company.

Our Deputy Managing Director Adivishnu Subramanyam has more than three decades of experience in designing

and manufacturing of molds and is the overall in charge of in – house tool room which plays very vital role in

developing products for our rigid packaging business.

Our Deputy Managing Director, Pattabhi Venkateswara Rao has over 27 years of experience and involved in

planning and leadership for purchase and marketing department in order to meet the goals of the marketing plan

of our Company. The expertise, experience and services of our Company's current Chairman and Managing

Director and Deputy Managing Directors and senior management are integral to our business. Our Company does

not maintain key man insurance and the loss of, or inability to attract or retain, such persons could adversely affect

our business and results of operations.

Although, most of the other senior management of our Company have been employed with us for over a decade,

our Company does not enter into employment agreements with the senior management personnel who are

therefore not obligated to work for our Company for any specified period. If one or more of these key personnel

are unwilling or unable to continue in their present positions, we may not be able to replace them with persons of

comparable skill and expertise promptly or at all, and we may not be able to further augment our management

team appropriately and this could have a material adverse effect on our business, results of operations and financial

condition.

16. Our supplies to food and FMCG segments require us to meet additional hygiene and food safety norms.

44

For six-month period ended on September 30, 2021 and Fiscals 2021, 202 and 2019, our Company derived

22.99%, 24.00%, 23.14%and 22.84 %, respectively of gross sales from food and FMCG and other segments. Food

and FMCG segment require stringent norms to be followed for maintaining the quality and hygiene. Some of our

manufacturing plants are FSSC 22000: 2011 certified for the food safety management system applicable to

manufacture of in-mold labelled plastic containers and lids for packaging product for food and FMCG products.

Any failure to meet additional hygiene and food safety norms, may hamper our ability to get repeat order and or

add new customers in the food and FMCG segments which may affect our growth and profitability.

17. Any discontinuance or non-availability of commercial tax benefits being enjoyed by us or our inability to

comply with related requirements may have an adverse effect on our profitability and cash flow.

We are currently entitled to certain tax benefits and incentives. Sales tax incentives are granted to our Company

under the Package Scheme of Incentives, 2007 (“PSI 2007”) from Government of Maharashtra, Directorate of

Industries. Pursuant to the PSI 2007 and subject to certain approvals, we are entitled to refunds on the sales tax

paid by us, based on capital investment made by us in the Satara area. Our manufacturing plant at Satara,

Maharashtra enjoys sales tax refund facilities at the rate of 25.0% on sales tax paid by our Company. Further,

certain tax benefits were also extended to our expansion unit at Satara, pursuant to Package Scheme of Incentives,

2013 (“PSI 2013”) which superseded PSI 2007. In the past we enjoyed certain tax incentives in connection with

our manufacturing plants at Telangana for deferred tax benefit which is being currently repaid. In the event of any

discontinuance or non-availability of tax benefits, the effective tax rates payable by our Company may increase

and consequently our profitability and cash flow may be adversely affected. For further details of the tax benefits

available to our Company, please refer to section titled "Statement of Possible Special Tax Benefits” beginning

on page 179.

Our profitability will be affected to the extent that such benefits will not be available beyond the periods currently

contemplated. Our profitability may be further affected in the future if any of such benefits are reduced or

withdrawn prematurely or if we are subject to any dispute with the tax authorities in relation to these benefits or

in the event we are unable to comply with the requisite conditions in order to avail ourselves of each of these

benefits. In the event that any adverse development in the law or the manner of its implementation affects our

ability to benefit from these tax incentives, our business, financial condition, results of operations and prospects

may be materially adversely affected.

18. As the securities of our Company are listed on a stock exchange in India, our Company and our Promoters

are subject to certain obligations and reporting requirements under SEBI Insider Trading Regulations,

SEBI Takeover Regulations and SEBI Listing Regulations. Our Company has been fined by the stock

exchanges on account of non-compliance with corporate governance norms. Any non-compliances/delay

in complying with such obligations and reporting requirements in the future may render us/our Promoters

liable to prosecution and/or penalties.

Our Company and our Promoters are subject to certain obligations and reporting requirements under SEBI Insider

Trading Regulations, SEBI Takeover Regulations and listing agreement such as submission of interest or holding

by the directors and officers of our Company etc. Though our Company and our Promoters endeavor to comply

with all such obligations/reporting requirements, there have been certain instances of non-compliance and delays

in complying with such obligations/reporting requirements. Any such delays or non-compliance would render our

Company/our Promoters to prosecution and/or penalties. For the quarter ended December 31, 2019 and March

31, 2020, our Company was found to be in non-compliance with certain corporate governance norms provided

under Regulation 17(1) of the SEBI Listing Regulations. SEBI vide circular dated May 3, 2018 has prescribed

certain penal actions that can be taken by Stock Exchanges in the event of non-compliance with SEBI Listing

Regulations. Accordingly, BSE and NSE vide letters dated February 3, 2020 imposed a fine of ₹ 224,200 each for

the non-compliances under the quarter ended December 31, 2019. Further, for the quarter ended March 2020,

BSE and NSE pursuant to their letters dated July 2, 2020 and July 8, 2020 had imposed a fine of ₹ 153,400 each

for the non-compliances under the quarter ended March 31, 2020. We have accordingly paid the penalty amount

to BSE and NSE on February 18, 2020 and August 24, 2020 for the non-compliances under the quarter December

31, 2020 and March 31, 2020, respectively and are currently in compliance with SEBI Listing Regulations. A

certificate to this effect certifying our compliance with SEBI Listing Regulations have been provided by our

statutory auditor.

Any non-compliance with the applicable laws, rules and regulations in the future may subject us to regulatory

action, including penalties, suspension of trading of Equity Shares or even compulsory delisting of our Equity

45

Shares, which may not only materially and adversely affect our business, prospects and reputation but also the

shareholders.

19. Our Company is involved in certain legal and other proceedings. An adverse outcome in such proceedings

may have an adverse effect on our financials.

The nature of the business segments that we operate in are such that, from time to time we have been, and expect

to continue to be subject to legal proceedings and claims in the ordinary course of our business, particularly

relating to liability claims. We are currently involved in certain legal proceedings in India. These legal proceedings

are pending at different levels of adjudication before various courts and tribunals. For further details of these legal

proceedings, please refer to chapter titled “Legal Proceedings” beginning on page 184.

We can give no assurance that these legal proceedings will be decided in our favour and we may incur significant

expenses and management time in such proceedings and may have to make provisions in our financial statements,

which could increase our expenses and liabilities. If any new developments arise, for example, rulings against us

by the appellate courts or tribunals, we may face losses and may have to make provisions in our financial

statements, which could increase our expenses and our liabilities. If such claims are determined against us, there

could be an adverse effect on our reputation, business, financial condition and results of operations, which could

adversely affect the trading price of our Equity Shares.

20. The auditors’ report on our Company’s financial statements as at and for the years ended March 31, 2020

and March 31, 2019 contain certain matters of emphasis/observations by the auditors. We cannot assure

you that such matters of emphasis will not arise in the future.

The auditors’ report on our Company’s financial statements as at and for the years ended March 31, 2020 and

March 31, 2019 contain certain matter of emphasis/observations relating to such financial statements. For details,

see “Management Discussion and Analysis of Financial Condition and Results of Operations- Reservations,

Qualifications, Adverse Remarks and Matters of Emphasis” and “Financial Statements” beginning on pages 98

and 191, respectively. Investors should consider these matters in evaluating our financial position, cash flows and

results of operations. While the opinion of the auditor is not modified in respect of this matter, there can be no

assurance that any similar matters of emphasis, or any qualification or reservations will not form part of the

consolidated financial statements of our Company for the future periods.

21. We have contingent liabilities and our financial condition could be adversely affected if any of these

contingent liabilities materializes.

As of September30, 2021, contingent liabilities disclosed in the notes to our audited financial statements

aggregated ₹9.71 million. Set forth below are our contingent liabilities that had not been provided for as of

September 30, 2021:

Nature of contingent liability Amount (₹ in million)

1. Income Tax* 9.56

2. VAT/CST* 0.15

Total 9.71

Any or all of these contingent liabilities may become actual liabilities. In the event that any of our contingent

liabilities materialize, our business, financial conditions and results of operations may be adversely affected.

Furthermore, there can be no assurance that we will not incur similar or increased levels of contingent liabilities

in the current financial year or in the future.

22. We may face a risk on account of not meeting our export obligations. Our failure to fulfil these export

obligations in full may make us liable to pay duty proportionate to unfulfilled obligation along with the

interest.

Our Company currently enjoys certain fiscal benefits on account of policies of the GoI, including concessions

under the Export Promotion Capital Goods Scheme (the “EPCG Scheme”) of the GoI. The EPCG scheme allows

import at zero custom duty and requires the importer to export equivalent to six times of duty saved on capital

goods. Such equivalent amount is required to be fulfilled within six years from the date of issue of authorization.

As per the licensing requirement under the said scheme, we are required to export goods of a definite amount,

46

failing which we will have to make payment to the Government of India equivalent to the duty saved by us along

with the interest. As of September 30, 2021, our export obligation under EPCG Scheme was ₹ 58.23 million.

Though in the past we have not been penalised for non-fulfilment of the export obligations under the EPCG

Scheme; there can be no assurance that we would be able to meet the export obligations in the future. In case we

fail to fulfil these export obligations in full; we will have to pay duty proportionate to unfulfilled obligation along

with the interest.

23. We are subject to certain restrictive covenants in our financing arrangements which may limit our

operational and financial flexibility, and our future results of operations and financial condition may be

adversely affected if we fail to comply with these covenants.

As at September 30, 2021, our Company had total borrowings of ₹ 1,136.31 million which includes short term

borrowings of ₹804.50 million and long term borrowings of ₹ 331.81 million. Some of our financing agreements

set limits on us or require us to obtain lender consents before, among other things, pledging assets as security,

selling assets, hedging, undergoing a change of control, dilution of shareholding of Promoters including no

reduction in number of shares held by the Promoter and making substantial changes to the nature of the business.

In addition, certain covenants may limit our Company's ability to borrow additional funds or to incur additional

liens. Such restrictions or limitations may adversely limit our Company's operations and financial flexibility, and

adversely affect its business growth. For further details of our borrowings please refer to chapter titled ‘Financial

Statements’ beginning on page 191.

We cannot assure prospective investors that such covenants will not hinder our business development and growth

in the future. In the event that we breach any of these covenants, the outstanding amounts due under such financing

agreements could become due and payable immediately. Defaults under one or more of our Company’s financing

agreements may limit our flexibility in operating our business, which could have an adverse effect on our cash

flows, business, results of operations and financial condition. Such restrictive covenants may restrict our flexibility

in managing our business and could in turn adversely affect our business and prospects. Under these financing

agreements, consents from the respective lenders are required for and in connection with the Issue. As on the date

of this Placement Document, our Company has received all required consents from the relevant lenders in relation

to the Issue.

We believe that our relationships with our lenders are good, and we have in the past obtained consents from them

to undertake various actions and have informed them of our corporate activities from time to time. Compliance

with the various terms of such financing arrangements, however, is subject to interpretation and there can be no

assurance that we have requested or received all relevant consents from our lenders as contemplated under our

financing arrangements. It may be possible for a lender to assert that we have not complied with all applicable

terms under our existing financing documents. Any failure to comply with the requirement to obtain a consent, or

other condition or covenant under our financing agreements that is not waived by our lenders or is not otherwise

cured by us, may lead to a termination of our credit facilities, acceleration of all amounts due under such facilities

and may materially and adversely affect our ability to conduct our business and operations or implement our

business plans. We cannot assure that the budgeting of our working capital requirements for a particular year will

be accurate. There may be situations where we may under-budget for our working capital requirements, in which

case there may be delays in arranging the additional working capital requirements, which may delay the execution

of orders leading to loss of reputation and an adverse effect on the cash flows. Further we cannot assure that we

will have adequate funds at all times to repay these credit facilities and may also be subject to demands for the

payment of penal interest.

24. Our business prospects and continued growth depends on our ability to access financing at competitive

rates and competitive terms, which amongst other factors is dependent on our credit rating. Any downgrade

of our credit ratings may restrict our access to capital and thereby adversely affect our business and results

of operations.

Our business depends on our ability to obtain funds at competitive rates. The cost and availability of capital,

amongst other factors, is also dependent on our current and future results of operations and financial condition,

our ability to effectively manage risks, our brand and our credit ratings. We may not be able to avail the requisite

amount of financing or obtain financing at competitive interest rates if we fail to have favourable results of

operations. Set forth below is the instrument-wise of credit ratings assigned to our debt facilities by ICRA issued

on February 15, 2021.

47

Instruments Ratings

Long-term Fund Based [ICRA]A (Stable); Reaffirmed

Long-term Term Loan [ICRA]A (Stable); Reaffirmed

Long-term Unallocated [ICRA]A (Stable); Reaffirmed

Short-term Non-fund based Limits [ICRA]A1; Reaffirmed

Any downgrade made to our credit ratings could lead to high borrowing costs and limit our access to capital and

lending markets and, as a result, could adversely affect our business. In addition, downgrades of our credit ratings

could increase the possibility of additional terms and conditions being added to any new or replacement financing

arrangements.

25. Certain government/statutory approvals/certifications/licenses may have expired or renewal/fresh

applications for the same are pending before the concerned authorities. Any failure to obtain them in a

timely manner or at all may adversely affect our operations.

We require certain statutory and regulatory permits, licenses and approvals to operate our business and require

renewing some of them on periodic basis and need to apply for some of them, for expansion. We have made

renewal or new applications for certain approvals or licenses that have expired or that are required for our business

but have not yet been received. In the future as well, our Company will be required to renew such permits, licenses

and approvals, and obtain new permits, licenses and approvals in order to carry on current business operations

and for any proposed new operations or expansions. While we believe that we will be able to renew or obtain such

permits, licenses and approvals as and when required, there can be no assurance that the relevant authorities will

issue or renew any of such permits, licenses or approvals in the timeframe anticipated by it or at all. Such non-

issuance or non-renewal or non – availability may result in the interruption of our business operations and may

have a material adverse effect on our results of operations and any present or future expansions. Further, in the

event any of such approvals or licenses or any renewals thereof are refused to be granted to us, we may be required

to temporarily discontinue our relevant operations for want of such approvals or licenses.

26. Extensive environmental, health and safety laws and regulations may result in increased liabilities and

capital expenditure.

We are subject to various laws and regulations in relation to environmental protection, such as the Water Pollution

Act, Air Pollution Act and the Environment Act. These laws and regulations impose controls on air and water

discharge, noise levels, storage handling, employee exposure to hazardous substances and other aspects of our

manufacturing operations. For example, the discharge or emission of chemicals, dust or other pollutants into the

air, soil or water that exceeds permitted levels and causes damage to others may give rise to liabilities towards the

government and third parties and may result in our incurring costs to remedy any such discharge or emission.

Our products, including the process of manufacture and storage of such products, are subject to numerous laws

and regulations in relation to quality, health and safety. We have incurred, and expect to continue to incur,

operating costs to comply with such laws and regulations. In addition, we have made and expect to continue to

make capital expenditures on an ongoing basis to comply with safety, health and environmental laws and

regulations. Safety, health and environmental laws and regulations in India, in particular, have become

increasingly stringent and it is possible that they will become significantly more stringent in the future. We cannot

assure you that we will not be found to be in non-compliance with, or remain in compliance with all applicable

environmental, health and safety, and labour laws and regulations or the terms and conditions of any consents or

permits in the future. We also cannot assure you that such non-compliance will not result in a curtailment of

production, or a material increase in the costs of production, which would adversely affect our business, financial

condition, cash flows and results of operations. Further, non-compliance with such environmental laws and

regulations may subject us to regulatory action, including monetary penalties.

We would also incur costs and liabilities related to compliance with these laws and regulations. We are subject to

various central, state and local environmental, health and safety laws and regulations concerning issues such as

damage caused by air emissions, wastewater discharges, solid and hazardous waste handling and disposal. These

laws and regulations are increasingly becoming stringent and may in the future create substantial environmental

compliance or remediation liabilities and costs. These laws can impose liability for non- compliance, with health

and safety regulations or clean up liability on generators of hazardous waste and other substances that are disposed

of either on or off-site, regardless of fault or the legality of the disposal activities.

48

27. The shutdown of operations at our manufacturing plants could have a material adverse effect on our

results of operations and financial condition.

Currently we are operating from nine different manufacturing plants which include four manufacturing plants

located at Telangana and one each at Maharashtra, Daman, Karnataka, Uttar Pradesh and Andhra Pradesh. Our

manufacturing plants are subject to operating risks, such as the breakdown or failure of equipment, power supply

or processes, performance below expected levels of efficiency, obsolescence of equipment or machinery, labour

disputes, natural disasters, industrial accidents and the need to comply with the directives of relevant government

and regulatory authorities. Our customers rely significantly on the timely delivery of our products and our ability

to provide an uninterrupted supply of our products is critical for success of our business. The occurrence of any

of these risks could affect our operations by causing production at one or more units to shut down. In addition, we

may be forced to shut down any manufacturing plants due to unprofitable margins, irregular competition,

unforeseen revival of healthy competition and other adverse economic conditions. Few of our manufacturing

plants were shut down for few days on account of the COVID-19 induced lockdown in the year 2020. Our

Company has attempted to enter into the Middle-Eastern packaging market through our wholly-owned Subsidiary

and had opened a manufacturing plant at Dubai, which was shut down and its useful assets were transferred to

India to further strengthen and enhance the capacity of our manufacturing plants set-up in India. No assurance can

be given that one or more of the factors mentioned above will not occur, and this could have a material adverse

effect on our results of operations and financial condition.

28. Any disruption to the steady and regular supply of workforce for our operations, including due to strikes,

work stoppages or increased wage demands by our workforce or any other kind of disputes with our

workforce or our inability to control the composition and cost of our workforce could adversely affect our

business, cash flows and results of operations.

As of September 30, 2021, we had 557 on-roll employees and we may be subject to industrial unrest, slowdowns

and increased wage costs, which may adversely affect our business and results of operations. While we consider

our relationship with our employees to be good, we could experience disruptions in work due to disputes or other

problems with our work force, which may adversely affect our ability to perform our business operations.

We appoint independent contractors who in turn engage on-site contract labour for performance of certain of our

operations in our manufacturing plants. As of September 30, 2021, we had engaged 1,533 contract labourers

through our contractors based on the requirements of our manufacturing plants. Although we do not engage these

labourers directly, we may be held responsible for any wage payments to be made to such labourers in the event

of default by such independent contractors. Any difficulties in managing contract labour may have an adverse

impact on our results of operations. Although we do not engage these laborers directly, it is possible under Indian

law that we may be held responsible for wage payments to laborers engaged by contractors should the contractors

default on wage payments. Any requirement to fund such payments may adversely affect our results of operations.

Furthermore, pursuant to the provisions of the Contract Labor (Regulation and Abolition) Act, 1970, we may be

directed to absorb some of these contract laborers as our employees. Any such order from a court or any other

regulatory authority may adversely affect our business, cash flows and results of operations.

29. Our ability to pay dividends in the future may be affected by any material adverse effect on our future

earnings, financial condition or cash flows.

Our Company has paid ₹197.01 million (₹ 83.72 million as an interim dividend and ₹113.29 million as a final

dividend) as dividend to our shareholders for the Fiscal 2021. Our Company’s ability to pay dividends in the

future will depend on number of factors, including but not limited to our Company’s earnings, capital

requirements, contractual obligations, applicable legal restrictions and overall financial position. In addition, our

Company’s ability to pay dividends may be impacted by a number of factors, including restrictive covenants under

loan or financing arrangements that our Company is currently availing itself of or may enter into to finance out

fund requirements for our business activities.

Any future determination as to the declaration and payment of dividends will be at the discretion of our Board

and subsequent approval of shareholders and will depend on factors that our Board and shareholders deem

relevant. We may decide to retain all of our earnings to finance the development and expansion of our business

and, therefore, may not declare dividends on our Equity Shares. The amounts paid as dividends in the past are not

necessarily indicative of our Company’s dividend policy or dividend amounts, if any, in the future. We cannot

assure you that we will be able to pay dividends at any point and in the future. For details of dividends that we

paid in the past, see “Dividends” on page 70.

49

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

Our Company in the past has entered into certain related party transactions with the Promoters, Directors and

Promoter Group. The total amount of related party transactions as on six month period ended on September 30,

2021 and March 31, 2021 aggregate outstanding to ₹ 11.33 million and 15.99 million. While our Company

believes that all such transactions have been conducted on an arm’s length basis and are accounted as per

Accounting Standard 18, however there can be no assurance that we could not have achieved more favourable

terms had such transactions not been entered into with related parties. Furthermore, it is likely that we may enter

into related party transactions in the future. For further details please refer to the section titled ‘Financial

Statements’ beginning on page 191.

31. Some of the premises from which we operate or are used by our Company for the purposes of our

operations are situated at lease hold premises. Any termination of the relevant lease or leave and license

agreements in connection with such properties or our failure to renew the same could adversely affect our

operations.

Premises used by our Company at Plant – VII, Plant IX are taken on a long – term leasehold basis from third

party. The premises used for our Depot – I and Depot – II are taken on the basis of short term lease agreements.

Further, our sales office at Mumbai branch office is taken on the basis of short-term leave and license basis from

third party and we operate our sales office at Noida at a co-working office space. Most of the short-term lease

deeds. There can be no assurance that these agreements will be renewed upon expiry or on terms and conditions

acceptable to us. Any failure to renew these agreements or procure new premises will increase our costs or may

force us to look out for alternative premises which may not be available or which may be available at more

expensive prices. Any or all of these factors may have a material adverse effect upon our operation and

profitability.

32. Our insurance coverage may not be adequate to protect us against all potential losses to which we may be

subject to, and this may have a material adverse effect on our business and financial condition.

We maintain insurance for a variety of risks, including risks relating to fire, special perils, burglary, etc., and other

similar risks. However, there can be no assurance that any claim under the insurance policies maintained by us

will be honoured fully, in part or on time. Any liability in excess of our insurance limits could result in additional

costs, which would reduce our profits. Further, we may be subject to claims arising from alleged, suspected or

actual defects in the products that we manufacture, which may require us to conduct product recalls, due to alleged,

suspected or actual defects in end product manufactured by them for their own customers. In the event that any

significant product liability, performance improvement or replacement claims are brought against us, which are

not covered by insurance or result in recoveries in excess of our insurance coverage, it may adversely affect our

business, financial condition, results of operations and prospects.

33. We are dependent on third party transportation providers for the supply of raw materials and delivery of

our products and any failure on part of such providers to meet their obligations could have an adverse

effect on our profitability and results of operation.

As a manufacturing business, our success depends on the smooth supply and transportation of the various raw

materials required for our manufacturing plants and of our products from our manufacturing plants to our

customers, both of which are subject to various uncertainties and risks. We are dependent on third party transport

providers for transportation of raw material from our suppliers to our manufacturing plants and for delivery of our

finished products to our customers. Transportation cost constituted 3.08%, 3.70%, 3.99% and 4.09% of our net

sales for six month period ended on September 30, 2021 and Fiscals 2021, 2020 and 2019, respectively. Many of

our customers work on just in time principle and maintain very low level of inventory of pails. An increase in

freight costs or the unavailability of adequate infrastructure for transportation of our products to our customers

may have an adverse effect on our profitability and results of operation.

34. Information relating to the installed capacity, actual production and capacity utilisation of our

manufacturing plants included in this Placement Document are based on various assumptions and

estimates, and future production and capacity may vary.

The information relating to installed capacities of our manufacturing plants included in this Placement Document

is based on various assumptions and estimates of our management, including assumptions relating to potential

50

facility capacity, facility operating hours and potential operational days. Capacity additions to our manufacturing

plants have been made on an incremental basis, including through expansion of our manufacturing plants,

improving material handling and other operational efficiencies in the production process and addition of

equipment or production lines from time to time. Actual production levels and future capacity utilization rates

may vary significantly from the estimated installed capacities of our manufacturing plant and historical capacity

utilization rates. In addition, capacity utilization is calculated differently in different facilities and for the different

kinds of products we manufacture.

In relation to our utilized capacity, certain assumptions have been made in the calculation of the estimated annual

installed capacities of our manufacturing plants included in this Placement Document (as certified by an

independent chartered engineer). Actual production levels and utilization may however vary due to seasonality in

demand from the computed installed capacities of our manufacturing plants. Undue reliance should therefore not

be placed on the installed capacity information for our existing manufacturing plant and any additional capacity

information proposed or the historical capacity utilization rate information included in this Placement Document.

35. Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by a

public financial institution or a scheduled commercial bank and our Company will have broad discretion

over utilization of the Net Proceeds.

Our Company proposes to utilize the Net Proceeds for financing funding requirements for existing as well as new

growth / expansion opportunities, including to meet the capital expenditure and working capital requirements;

repayment of debt, and general corporate purpose and for such other purposes as may be permitted by applicable

laws. Our proposed deployment of Net Proceeds has not been appraised by a public financial institution or a

scheduled commercial bank and is based on management estimates. Our management will have broad discretion

to use the Net Proceeds. Various risks and uncertainties, including those set forth in this section including inability

to obtain necessary approvals for undertaking proposed activities, may limit or delay our efforts to use the Net

Proceeds to achieve profitable growth in our business. We cannot assure you that use of the Net Proceeds to meet

our future capital requirements, fund our growth and for other purposes identified by our management would

result in actual growth of our business, increased profitability or an increase in the value of our business and your

investment.

36. Exchange rate fluctuations may adversely affect our results of operations as our sales from exports and a

portion of our expenditures are denominated in foreign currencies.

Our financial statements are prepared in Indian Rupees. However, our sales from exports and a portion of our raw

materials expenditures are denominated in foreign currencies, mostly the U.S. dollars. For six month period ended

on September 30, 2021 and Fiscals 2021, 2020 and 2019, our revenue from exports was ₹29.80 million, ₹53.30

million, ₹43.40 million and ₹28.56 million respectively and revenue from exports as a percentage of total revenue

was 1.02%, 1.11%, 0.99% and 0.70%, respectively. Therefore, changes in the relevant exchange rates could also

affect sales, operating results and assets and liabilities reported in Indian Rupees as part of our financial statements.

In the six-month period ended on September 30, 2021 and Fiscals 2021, 2020 and 2019, our Company had

imported 9.38%,5.33%, 6.30% and 3.52% respectively of the raw material, which is denominated in foreign

currencies. Therefore, we have high exposure to foreign currency risks in respect of our non-Indian Rupee-

denominated trade and other receivables, trade payables, and cash and cash equivalents. An appreciation of the

Rupee decreases the Rupee amount of revenue from sales made in foreign currency. A depreciation of the Rupee

would result in an increase in the prices of our imported raw materials. Depreciation of the Indian rupee against

the U.S. dollar may increase the Indian rupee cost to us of servicing and other payments, and any such increase

may have an adverse effect on our financial condition, cash flows and results of operation.

37. We have obtained, or may obtain in future, certain loans, which may be recalled at any time. Any recall of

the loans obtained by our Company may have an adverse effect on our business, prospects, financial

condition, cash flows and results of operations.

Our Company has, in the ordinary course of business and for operational needs, borrowed from time to time. The

total borrowings as on September 30, 2021, was ₹ 1,136.31 million, of which ₹ 7.10 million was unsecured

borrowings. The unsecured borrowings may be recalled by their respective lenders at any time by giving prior

written notice. In case such borrowings are recalled by the lenders, we may be required to repay in entirety such

borrowings together with accrued interest and other outstanding amounts. We may not be able to generate

sufficient funds at short notice to be able to repay such borrowings and may need to resort to refinance such

51

borrowing at a higher rate of interest and on terms not favourable to us. Any failure to repay unsecured borrowings

in a timely manner or refinancing of the same at a higher interest rate may adversely affect our business, cash

flows and financial condition.

38. Our business relies on the performance of our information technology systems and any interruption in the

future may have an adverse impact on our business operations and profitability.

Our Company has enterprise resource planning software which integrates and collates data of, inter alia, purchase,

sales, reporting, accounting and inventory, project system and human resource management from all the

manufacturing plant. Our Company utilises its information technology systems to monitor all aspects of its

businesses and relies to a significant extent on such systems for the efficient operation of its business, Our

Company's information technology systems may not always operate without interruption and may encounter

temporary abnormality or become obsolete, which may affect its ability to maintain connectivity with our depos

and distribution centres. We cannot assure that we will be successful in developing, installing, running and

migrating to new and updated software systems or systems as required for its overall operations. Even if we are

successful in this regard, significant capital expenditures may be required, and it may not be able to benefit from

the investment immediately. All of these may have a material adverse impact on our operations and profitability.

In addition, we cannot guarantee that the level of information security the software presently maintains is adequate

or it can withstand intrusions from or prevent improper usage by third parties. Our failure to continue its operations

without interruption due to any of these reasons may adversely affect our business, cash flows, financial condition

and results of operations.

39. Our performance may be adversely affected if we are not successful in managing our inventory and

working capital.

We evaluate our inventory and balances of materials based on shelf life, expected sourcing levels, known uses

and anticipated demand based on forecasted customer order activity and changes in our product sales mix.

Efficient inventory management is a key component for the success of our business, cash flows, results of

operations and profitability. To be successful, we must maintain sufficient inventory levels and an appropriate

product sales mix to meet our customers’ demands. If we underestimate demand or have inadequate capacity due

to which we are unable to meet the demand for our products, we may manufacture fewer quantities of products

than required, which could result in the loss of business. While we forecast the demand and price for our products

and accordingly plan our production volumes, any error in our forecast could result in a reduction in our profit

margins and surplus stock, which may result in additional storage cost and such surplus stock may not be sold in

a timely manner, or at all. If we overestimate demand, we may incur costs to build capacity or purchased more

raw materials and manufacture more products than required. If our raw materials purchase decisions do not

accurately predict sourcing levels, customer trends or our expectations about customer needs are inaccurate, we

may have to take unanticipated markdowns or impairment charges to dispose of the excess or obsolete inventory,

which can adversely affect our cash flows and results of operations.

Our business requires substantial amount of working capital for financing the purchase of materials before

payment is received from clients, contracts wherein the payment terms do not provide for advance payments or

contracts with unfavourable payment schedule. Our working capital requirements may also increase if there is

increase in cost of raw materials which could reduce our liquidity and cash flow, imposition of onerous terms by

our suppliers resulting in shorter payment cycles. In addition, our working capital requirements have increased in

recent years due to the general growth of our business. If our customer defaults in making payment on a product

to which we have devoted significant resources, it may affect our profitability and liquidity and decrease the

working capital resources that are otherwise available for other uses. All of these factors may result in increase in

our working capital requirements. If we are unable to finance our working capital needs, or secure other financing

when needed, on acceptable commercial terms or at all, it may adversely affect our business, growth prospects,

cash flows and results of operations.

40. Industry information included in this Placement Document has been derived from industry reports. There

can be no assurance that such third party statistical, financial and other industry data in this Placement

Document may be complete or reliable.

We have not independently verified data obtained from industry publications and other third-party sources,

including the report titled “Indian Packaging Industry” prepared by CARE Advisory Research and Training

Limited dated December 2021 and Indian Rigid Plastic Packaging Market-2028 from Fior Market Research,

52

referred to in this Placement Document. These reports are subject to various limitations and based upon certain

assumptions that are subjective in nature. We have not independently verified data from these industry reports.

Although we believe that the data may be considered to be reliable, the accuracy, completeness and underlying

assumptions are not guaranteed and dependability cannot be assured. While we have taken reasonable care in the

reproduction of the information, we make no representation or warranty, express or implied, as to the accuracy or

completeness of such facts and statistics. Due to possibly flawed or ineffective collection methods or discrepancies

between published information and market practice and other problems, the statistics herein may be inaccurate or

may not be comparable to statistics produced for other economies and should not be unduly relied upon. Further,

there is no assurance that they are stated or compiled on the same basis or with the same degree of accuracy as

may be the case elsewhere. Statements from third parties that involve estimates are subject to change, and actual

amounts may differ materially from those included in this Placement Document.

Further, this Placement Document contains certain statistical information relating to the packaging industry that

is sourced from third parties. This information includes general market and industry data that is derived from both

public and private sources, including market and industry data that is derived from both public and private sources,

including market research, publicly available information and industry publications. Such data may also be

produced on different bases from those used in other industry publications. Therefore, discussions of matters

relating to India, its economy and the industries in which we currently operate in this Placement Document are

subject to the caveat that the statistical and other data upon which such discussions are based may be incomplete

or unreliable. Investors should exercise caution when relying upon such third-party information.

EXTERNAL RISK FACTORS

41. Our business is affected by prevailing economic, political and other prevailing conditions in India and the

markets we currently service.

Our results of operations and financial condition depend significantly on prevailing economic conditions in India

and our results of operations are affected by factors influencing the Indian economy. Various factors may lead to

a slowdown in India, which in turn may adversely impact our business, prospects, financial performance and

operations. In the past, the Indian economy has been affected by global economic uncertainties, liquidity crisis,

domestic policies, global political environment, volatility in interest rates, currency exchange rates, commodity

and electricity prices, volatility in inflation rates and various other factors. Accordingly, high rates of inflation in

India could increase our employee costs and decrease our operating margins, which could have an adverse effect

on our results of operations. Any slowdown in the economy of the markets in which we operate may adversely

affect our business and financial performance of our business and operation.

42. Any downgrading of India’s debt rating by a domestic or international rating agency could adversely affect

our business.

There could be a downgrade of India’s sovereign debt rating due to various factors, including changes in tax or

fiscal policy, or a decline in India’s foreign exchange reserves, which are outside our control. Any adverse

revisions to India’s credit ratings for domestic and international debt by domestic or 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 is available. Although economic conditions are different in each country,

investors’ reactions to developments in one country can have adverse effects on the securities of companies in

other countries, including India, which may cause fluctuations in the prices of our Equity Shares. This could have

an adverse effect on our business and financial performance, and ability to obtain financing for expenditures.

43. Terrorist attacks, civil disturbances, regional conflicts and other acts of violence in India and abroad may

disrupt or otherwise adversely affect the Indian economy, the health of which our business depends on.

India has from time to time experienced social and civil unrest and terrorist attacks. These events could lead to

political or economic instability in India. Events of this nature in the future could have a material adverse effect

on our ability to develop our business. As a result, our business, results of operations and financial condition may

be adversely affected. India has also experienced social unrest, Naxalite violence and communal disturbances in

some parts of the country. If such tensions occur in places where we operate or in other parts of the country,

leading to overall political and economic instability, it could adversely affect our business, results of operations,

financial condition and trading price of our Equity Shares

53

44. Investors may have difficulty enforcing foreign judgements against our Company, our Directors or our

management.

Our Company is a limited liability company incorporated under the laws of India. All of our Company’s Directors

and key management personnel are residents of India and a substantial portion of our assets and such persons are

located in India. As a result, it may not be possible for investors to effect service of process upon our Company

or such persons outside India, or to enforce judgments obtained against such parties outside India. Furthermore,

it is unlikely that an Indian court would enforce foreign judgments if that court were of the view that the amount

of damages awarded was excessive or inconsistent with public policy. A party seeking to enforce a foreign

judgment in India is required to obtain approval from the RBI to execute such a judgment or to repatriate outside

India any amount recovered. It is uncertain as to whether an Indian court would enforce foreign judgments that

would contravene or violate Indian law.

45. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws

and regulations, such as application of GST, may adversely affect our business results of operations, cash

flows and financial performance.

Changes in the operating environment, including changes in tax law, could impact the determination of our tax

liabilities for any given tax year. Taxes and other levies imposed by the Government of India that affect our

industry include income tax, goods and services tax and other taxes, duties or surcharges introduced from time to

time. The tax scheme in India is extensive and subject to change from time to time. For instance, as of July 1,

2017, GST in India replaced taxes levied by central and state governments with a unified tax regime in respect of

the supply of goods and services in India. Any adverse changes in any of the taxes levied by the Government of

India may adversely affect our competitive position and profitability. We cannot assure you that the Government

of India may not implement new regulations and policies which will require us to obtain approvals and licenses

from the Government of India and other regulatory bodies or impose onerous requirements and conditions on our

operations. Any such changes and the related uncertainties with respect to the applicability, interpretation and

implementation of any amendment to, or change to governing laws, regulation or policy in the countries in which

we operate may materially and adversely affect our business, results of operations and financial condition. In

addition, we may have to incur expenditure to comply with the requirements of any new regulations, which may

also materially harm our results of operations. We are also subject to these risks in all our overseas operations

depending on each specific country. Any unfavorable changes to the laws and regulations applicable to us could

also subject us to additional liabilities. As a result, any such changes or interpretations may adversely affect our

business, financial condition and financial performance. Further, changes in capital gains tax or tax on capital

market transactions or sale of shares may affect investor returns.

46. Natural disasters, epidemics, pandemics, such as COVID-19, terrorist attacks and other acts of violence or

war could have a negative effect on the Indian economy and cause our business to suffer.

Our business activities are conducted in India. Accordingly, our financial position and results of operations have

been and will continue to be significantly affected by overall economic growth patterns in India, which could, in

turn, be influenced by a number of factors outside our control. India has experienced natural calamities such as

earthquakes, tsunami, floods and drought in the past few years. The extent and severity of these natural disasters

determines their effect on the Indian economy. Further, military activities, terrorist attacks and other acts of

violence or war may adversely affect the Indian securities markets. In addition, any deterioration in international

relations, especially between India and its neighboring countries, may result in investor concern regarding regional

stability which could adversely affect the price of the Equity Shares. In addition, India has witnessed local civil

disturbances in recent years and it is possible that future civil unrest as well as other adverse social, economic,

religious or political events in India could have an adverse effect on our business. Such incidents could also create

a greater perception that investment in Indian companies involves a higher degree of risk and could have an

adverse effect on our business and the market price of the Equity Shares.

A number of countries in Asia, including India, as well as countries in other parts of the world, are susceptible to

contagious and infectious diseases and, for example, have had confirmed cases of diseases such as the highly

pathogenic H7N9, H5N1 and H1N1 strains of influenza in birds and swine and more recently, the COVID-19

virus. Certain countries in Southeast Asia have reported cases of bird-to-human transmission of avian and swine

influenza, resulting in numerous human deaths. A worsening of the current outbreak of COVID-19 virus or future

outbreaks of COVID-19 virus, avian or swine influenza or a similar contagious disease could adversely affect the

Indian economy and economic activity in the region. As a result, any present or future outbreak of avian or swine

54

influenza or other contagious disease could also have a material adverse effect on our business and the trading

price of the Equity Shares.

47. Significant differences exist between Ind-AS and other accounting principles, such as U.S. GAAP and

IFRS, which may be material to the financial statements prepared and presented in accordance with Ind-

AS contained in this Placement Document.

The financial statements for Financials 2019, 2020 and 2021 presented in this Placement Document are prepared

and presented in accordance with Ind AS. The MCA issued the Companies (Indian Accounting Standards)

Amendment Rules, 2019 on March 30, 2019, notifying the leasing standard Ind AS 116 “Leases”, which replaces

the prior standard (Ind AS 17). Ind AS 116 is applicable to companies in India from the fiscal year beginning on

or after April 1, 2019. We have adopted Ind AS 116 from April 1, 2019 and used a modified retrospective

approach, which has an impact on our reported assets, liabilities, income statement and cash flow statement. The

financial statements that we prepare after implementation of Ind AS 116 in the future will not be comparable with

our historical financial statements.

Ind AS differs from accounting principles with which prospective investors may be familiar in other countries,

such as U.S. GAAP and IFRS. Significant differences exist between Ind AS, U.S. GAAP and IFRS, which may

be material to the financial statements prepared and presented in accordance with Ind AS contained in this

Placement Document. Accordingly, the degree to which our financial statements included in this Placement

Document provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian

accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial

disclosures presented in this Placement Document should accordingly be limited. In addition, as the transition to

Ind AS is recent, there is no significant body of established practice from which we can draw on, in forming

judgments regarding the implementation and application of Ind AS, as compared to other established principles

generally, or in respect of specific industries, such as the industry in which we operate.

RISKS RELATING TO THE EQUITY SHARES

48. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract

foreign investors, which may adversely affect the trading price of the Equity Shares.

Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and

residents are freely permitted (subject to certain exceptions), if they comply with the valuation and reporting

requirements specified by the RBI. If a transfer of shares is not in compliance with such requirements and fall

under any of the exceptions specified by the RBI, then the RBI’s prior approval is required. Additionally,

shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency and repatriate

that foreign currency from India require a no-objection or a tax clearance certificate from the Indian income tax

authorities. We cannot assure you that any required approval from the RBI or any other governmental agency can

be obtained on any particular terms, in a timely manner or at all.

Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT, the

Consolidated FDI Policy and the Foreign Exchange Management (Non-debt Instruments) Amendment Rules,

2020 which came into effect from April 22, 2020, any investment, subscription, purchase or sale of equity

instruments by entities of a country which shares a land border with India or where the beneficial owner of an

investment into India is situated in or is a citizen of any such country, will require prior approval of the

Government of India, as prescribed in the Consolidated FDI Policy and the FEMA Rules. These investment

restrictions shall also apply to subscribers of offshore derivative instruments. We cannot assure you that any

required approval from the RBI or any other governmental agency can be obtained on any particular terms or at

all.

49. Applicants to this Issue are not allowed to withdraw their Bids after the Bid/Issue Closing Date.

Under the SEBI ICDR Regulations, applicants in the Issue are not allowed to withdraw or revise their Bids

downwards after the Bid/Issue Closing Date. The Allotment of Equity Shares in the Issue and the credit of Equity

Shares to the applicant’s demat account with its depository participant could take seven days to 10 Working Days

from the Bid/Issue Closing Date. There is no assurance, however, that material adverse changes in the international

or national monetary, financial, political or economic conditions or other events or material adverse changes in

our business, results of operation or financial condition, or other events affecting the applicant’s decision to invest

in the Equity Shares, would not arise between the Bid/Issue Closing Date and the date of Allotment of Equity

55

Shares in the Issue. The occurrence of any such event after the Bid/Issue Closing Date could also impact the

market price of the Equity Shares. The applicants will not have the right to withdraw their Bids in the event of

any such occurrence without the prior approval of SEBI. We may complete the Allotment of the Equity Shares

even if such events may limit the applicants’ ability to sell the Equity Shares after the Issue or cause the trading

price of the Equity Shares to decline.

50. Any future issuance of the Equity Shares, or convertible securities by our Company may dilute your future

shareholding and sales of the Equity Shares by our Promoters or other major shareholders of our

Company may adversely affect the trading price of the Equity Shares.

Any future issuance of the Equity Shares, or convertible securities by our Company, including through exercise

of employee stock options or restricted stock units may lead to dilution of your shareholding in our Company,

adversely affect the trading price of the Equity Shares and our ability to raise capital through an issue of our

securities. Further, any future sales of the Equity Shares by the Promoters and members of our Promoter Group,

or other major shareholders of our Company may adversely affect the trading price of the Equity Shares.

51. You 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. A securities transaction tax (“STT”) is levied on and collected

by an Indian stock exchange on which equity shares are sold. Any gain realized on the sale of listed equity shares

held for more than 12 months may be subject to long term capital gains tax in India at the specified rates depending

on certain factors, such as STT is paid, the quantum of gains and any available treaty exemptions. Accordingly,

you may be subject to payment of long term capital gains tax in India, in addition to payment of 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 realized on the sale of listed equity shares held

for a period of 12 months or less will be subject to short term capital gains tax in India. 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.

The Government of India has recently announced the union budget for Fiscal 2022, pursuant to which the Finance

Act has undergone various amendments. There is no certainty on the impact that the Finance Act may have on

our business and operations or on the industry in which we operate. We cannot predict whether any amendments

made pursuant to the Finance Act would have an adverse effect on our business, financial condition and results

of operations. Unfavourable changes in or interpretations of existing, or the promulgation of new, laws, rules and

regulations including foreign investment and stamp duty laws governing our business and operations could result

in us being deemed to be in contravention of such laws and may require us to apply for additional approvals. For

instance, the Supreme Court of India has in a decision clarified the components of basic wages which need to be

considered by companies while making provident fund payments, which resulted in an increase in the provident

fund payments to be made by companies. Any such decisions in future or any further changes in interpretation of

laws may have an impact on our results of operations. Uncertainty in the applicability, interpretation or

implementation of any amendment to, or change in, governing law, regulation or policy, including by reason of

an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly for

us to resolve and may impact the viability of our current businesses or restrict our ability to grow our businesses

in the future.

Our Company cannot predict whether any tax laws or other regulations impacting it will be enacted, or predict the

nature and impact of any such laws or regulations or whether, if at all, any laws or regulations would have a

material adverse effect on our Company’s business, financial condition, results of operations and cash flows.

52. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse

effect on the value of our Equity Shares, independent of our operating results.

The Equity Shares are quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of our Equity

Shares will also be paid in Indian Rupees and subsequently converted into the relevant foreign currency for

repatriation, if required. Any adverse movement in currency exchange rates during the time that it takes to

undertake such conversion may reduce the net dividend to foreign investors. In addition, any adverse movement

in currency exchange rates during a delay in repatriating outside India the proceeds from a sale of Equity Shares,

56

for example, because of a delay in regulatory approvals that may be required for the sale of Equity Shares may

reduce the proceeds received by Equity Shareholders. For example, the exchange rate between the Rupee and the

U.S. dollar has fluctuated substantially in recent years and may continue to fluctuate substantially in the future,

which may have an adverse effect on the trading price of our Equity Shares and returns on our Equity Shares,

independent of our operating results.

53. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law

and thereby suffer future dilution of their ownership position.

Under the Companies Act, 2013, a company incorporated in India must offer its equity shareholders pre-emptive

rights to subscribe and pay for a proportionate number of equity shares to maintain their existing ownership

percentages prior to issuance of any new equity shares, unless the pre-emptive rights have been waived by the

adoption of a special resolution by holders of three-fourths of the equity shares voting rights on such resolution.

However, if the law of the jurisdiction that you are in does not permit the exercise of such pre-emptive rights

without our filing an offering document or registration statement with the applicable authority in such jurisdiction,

you will be unable to exercise such pre-emptive rights, unless we make such a filing. Our decision to file a

registration statement will depend on the costs and potential liabilities associated with any such registration as

well as the perceived benefits of enabling holders in such jurisdiction to exercise their pre-emptive rights and any

other factors we consider appropriate at such time. We may elect not to file a registration statement in relation to

pre-emptive rights otherwise available to you by Indian law. To the extent that you are unable to exercise pre-

emptive rights granted in respect of our Equity Shares, you may suffer future dilution of your ownership position

and your proportional interests in our Company may be reduced.

54. Listed companies in India are highly regulated and we are subject to continuous reporting requirements.

We are subject to the increased scrutiny of our affairs by shareholders, regulators and the public at large that is

associated with being a listed company. As a listed company, we incur significant legal, accounting, corporate

governance and other expenses. We are subject to the SEBI Listing Regulations which requires us to file audited

annual and unaudited quarterly reports with respect to our business and financial condition. If we experience any

delays, we may fail to satisfy our reporting obligations and/or we may not be able to readily determine and

accordingly report any changes in our results of operations as promptly as other listed companies. Further, as a

listed company, we are required to maintain and improve the effectiveness of our disclosure controls and

procedures and internal control over financial reporting, including keeping adequate records of daily transactions.

We are also required to monitor trading in the Equity Shares in terms of the SEBI Insider Trading Regulations. In

order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control

over financial reporting, significant resources and management attention are required. As a result, our

management’s attention may be diverted from our business concerns, which may affect our business, prospects,

financial condition and results of operations. In addition, we may need to hire additional legal and accounting

staff with appropriate experience and technical accounting knowledge, but we cannot assure you that we will be

able to do so in a timely and efficient manner.

55. The trading price of the Equity Shares may be subject to volatility and you may not be able to sell the

Equity Shares at or above the Issue Price.

The Issue Price shall be determined by us in consultation with the BRLMs, based on the Bids received, in

compliance with Chapter VI of the SEBI ICDR Regulations and Section 42 of the Companies Act, 2013 read with

rules made thereunder. It may not necessarily be indicative of the market price of the Equity Shares after this Issue

is complete. We cannot assure you that you will be able to resell your Equity Shares at or above the Issue Price.

There can be no assurance that an active trading market for the Equity Shares will be sustained after this Issue, or

that the price at which the Equity Shares have historically traded will correspond to the price at which the Equity

Shares will trade in the market subsequent to the Issue.

The trading price of the Equity Shares may fluctuate due to a variety of factors, including our results of operations

and the performance of our business, competitive conditions, general economic, political and social factors, the

ongoing COVID-19 pandemic, the performance of the Indian and global economy and significant developments

in India’s fiscal regime, volatility in the Indian and global securities market, performance of our competitors and

the perception in the market about investments in the construction equipment sector, changes in the estimates of

our performance or recommendations by financial analysts and announcements by us or others regarding

contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments.

57

For example, conditions in the Indian securities markets may cause the trading price of the Equity Shares to

fluctuate. The Indian securities markets are generally smaller and more volatile than securities markets in

developed economies. In the past, the Indian stock exchanges have experienced high volatility and other problems

that have affected the market price and liquidity of the listed securities, including temporary exchange closures,

broker defaults, settlement delays and strikes by brokers. Excessive volatility may, in turn, trigger the imposition

of circuit breakers. See “—There are restrictions on daily movements in the trading price of the Equity Shares,

which may adversely affect a shareholder’s ability to sell the Equity Shares or the price at which Equity Shares

can be sold at a particular point in time.” below. A closure of, or trading stoppage on, either of BSE and NSE

could adversely affect the trading price of the Equity Shares.

In addition, if the stock markets in general experience a loss of investor confidence, the trading price of the Equity

Shares could decline for reasons unrelated to our business, financial condition or operating results. The trading

price of the Equity Shares might also decline in reaction to events that affect other companies in our industry even

if these events do not directly affect us. Additionally, in recent years, there have been changes in laws and

regulations regulating the taxation of dividend income, which have impacted the Indian equity capital markets.

See “Dividends” on page 70.

Any of these factors could adversely affect the market price and liquidity of the Equity Shares.

56. There are restrictions on daily movements in the trading price of the Equity Shares, which may adversely

affect a shareholder’s ability to sell the Equity Shares or the price at which Equity Shares can be sold at a

particular point in time.

The Equity Shares are subject to a daily circuit breaker imposed on listed companies by all stock exchanges in

India, which does not allow transactions beyond certain volatility in the trading price of the Equity Shares. This

circuit breaker operates independently of the index-based market-wide circuit breakers generally imposed by

SEBI on the Stock Exchanges. The percentage limit on the Equity Shares’ circuit breaker will be set by the Stock

Exchanges based on historical volatility in the price and trading volume of the Equity Shares. The Stock

Exchanges are not required to inform us of the percentage limit of the circuit breaker, and they may change the

limit without our knowledge. This circuit breaker would effectively limit the upward and downward movements

in the trading price of the Equity Shares. As a result of this circuit breaker, there can be no assurance regarding

the ability of shareholders to sell the Equity Shares or the price at which Shareholders may be able to sell their

Equity Shares.

57. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract

foreign investors, which may adversely affect the trading price of the Equity Shares.

A company based in India may issue equity instruments to a person resident outside India subject to entry routes,

sectoral caps and attendant conditions prescribed in the FEMA Rules. Under the foreign exchange regulations

currently in force in India, transfers of shares between non-residents and residents are freely permitted (subject to

certain exceptions) if they comply with the requirements specified by the RBI. If the transfer of shares is not in

compliance with such requirements or falls under any of the specified exceptions, then prior approval of the RBI

will be required.

Further, in accordance with the Consolidated FDI Policy dated October 15, 2020, Government of India,

investments where the beneficial owner of the equity shares is situated in or is a citizen of a country which shares

land border with India, can only be made through the Government approval route. These investment restrictions

shall also apply to subscribers of offshore derivative instruments.

In addition, shareholders who seek to convert the Indian Rupee proceeds from a sale of shares in India into foreign

currency and repatriate that foreign currency from India will require a no-objection or tax clearance certificate

from the income tax authority. Additionally, the Indian government may impose foreign exchange restrictions in

certain emergency situations, including situations where there are sudden fluctuations in interest rates or exchange

rates, where the Indian government experiences extreme difficulty in stabilizing the balance of payments or where

there are substantial disturbances in the financial and capital markets in India. These restrictions may require

foreign investors to obtain the Indian government’s approval before acquiring Indian securities or repatriating the

interest or dividends from those securities or the proceeds from the sale of those securities. There can be no

assurance that any approval required from the RBI or any other government agency can be obtained on any

particular terms or at all.

58

58. The right of the Equity Shareholders to receive payments under the Equity Shares will be subject to tax

and other liabilities upon insolvency of the Company.

The Equity Shares will be subordinated to other liabilities preferred by law, such as claims of the Government of

India on account of taxes and certain liabilities incurred in the ordinary course of the Company’s business

(including workmen’s dues, such as salary, holiday remuneration, amounts due under the Employees’ State

Insurance Act, 1948, compensation in relation to death or disability of employees, money payable to the provident

fund, gratuity fund, etc.). In the event that bankruptcy or insolvency proceedings or composition, scheme of

arrangement or similar proceedings to avert bankruptcy or insolvency are instituted by or against the Company,

the payment of sums or dividends to the Equity Shares may be substantially reduced or delayed, or the

shareholding in the Company may be significantly diluted or otherwise completely extinguished.

59. An investor will not be able to sell any of the Equity Shares subscribed in this Issue other than on a

recognized Indian stock exchange for a period of 12 months from the date of the allotment of the Equity

Shares.

Pursuant to the SEBI ICDR Regulations, for a period of 12 months from the date of the allotment of the Equity

Shares in this Issue, eligible QIBs subscribing for each of the Equity Shares may only sell their Equity Shares on

NSE or BSE and may not enter into any off-market trading in respect of these Equity Shares. We cannot be certain

that these restrictions will not have an impact on the price of the Equity Shares. This may affect the liquidity of

the Equity Shares purchased by investors and it is uncertain whether these restrictions will adversely impact the

market price of the Equity Shares purchased by investors.

60. There may not be an active or liquid market for our Equity Shares, which may cause the price of the Equity

Shares to fall and may limit your ability to sell the Equity Shares.

The price at which the Equity Shares will trade after this Issue will be determined by the marketplace and may be

influenced by many factors, including:

our financial results and the financial results of the companies in the businesses we operate in;

the history of, and the prospects for, our business and the sectors in which we compete;

the valuation of publicly traded companies that are engaged in business activities similar to us; and

significant developments in India’s economic liberalization and deregulation policies.

In addition, the Indian equity share markets have from time to time experienced significant price and volume

fluctuations that have affected the market prices for the securities of Indian companies. As a result, investors in

the Equity Shares may experience a decrease in the value of the Equity Shares regardless of our operating

performance or prospects.

59

MARKET PRICE INFORMATION

As at the date of the Preliminary Placement Document, 28,751,918 Equity Shares are issued, subscribed and fully

paid up. The Equity Shares have been listed on BSE and NSE since April 23, 2009 and February 23, 2015,

respectively. The Equity Shares are listed and traded on NSE under the symbol MOLDTKPAC and BSE under

the scrip code 533080.

On December 13, 2021 the closing price of the Equity Shares on BSE and NSE was ₹ 805.95 and ₹ 805.45 per

Equity Share respectively. Since the Equity Shares are actively traded on the Stock Exchanges, the market price

and other information for each of BSE and NSE has been provided separately.

60

1. The following tables set forth the reported high, low and average prices and the trading volumes of the Equity Shares on the Stock Exchange on the dates on which such

high and low prices were recorded for the Financial Years ended March 31, 2021, March 31, 2020 and March 31, 2019:

BSE

Financial Year High (₹ ) Date of High

Number of Equity

Shares Traded on

The Date of High

(in lacs)

Total Volume

of The Equity

Shares Traded

on The Date of

High (₹ lacs)

Low (₹ ) Date of Low

Number of

Equity Shares

Traded on The

Date of Low (in

lacs)

Total Volume of

The Equity

Shares Traded

on The Date of

Low (₹ lacs)

Average

Price for the

Year (₹ )

2021 422.75 08/03/2021 0.07 30.00 162.80 19/05/2020 0.02 3.47 287.77

2020 315.45 18/10/2019 0.12 37.70 145.85 23/03/2020 0.06 9.57 264.71

2019 350.60 07/05/2018 0.26 91.29 204.00 19/02/2019 0.04 8.76 294.65

Source: www.bseindia.com

NSE

Financial Year High (₹ ) Date of High

Number of Equity

Shares Traded on

The Date of High

(in lacs)

Total Volume of

The Equity Shares

Traded on The

Date of High (₹

lacs)

Low (₹

) Date of Low

Number of

Equity Shares

Traded on The

Date of Low (in

lacs)

Total Volume of

The Equity

Shares Traded

on The Date of

Low (₹ lacs)

Average

Price for the

Year (₹ )

2021 421.95 08/03/2021 1.13 478.77 161.80 13/04/2020 0.99 151.07 281.37

2020 315.80 18/10/2019 0.41 128.18 145.80 23/03/2020 1.40 214.02 259.73

2019 353.50 14/05/2018 0.32 113.62 203.85 19/02/2019 0.25 51.48 285.94

Source: www.nseindia.com

Note:

1. High and low prices are based on the daily closing prices.

2. In case of two days with the same closing price, the date with the higher volume has been chosen.

3. In the case of a year, average price for the year represents the total turnover for the year divided by the total number of shares traded during

the year

61

1. The following tables set forth the reported high, low and average market prices and the trading volumes of the Equity Shares on the Stock

Exchange on the dates on which such high and low prices were recorded during each of the last six months:

BSE

Month High

(₹ )

Date of

High

Number of Equity

Shares Traded on The

Date of High (in lacs)

Total Volume of The

Equity Shares Traded on

The Date of High (₹ lacs)

Low (₹

)

Date of

Low

Number of Equity

Shares Traded on The

Date of Low (in lacs)

Total Volume of The

Equity Shares Traded on

The Date of Low (₹ lacs)

Average Price

for the Month

(₹ )

November

2021 728.50 09/11/2021 0.05 37.85 657.20 29/11/2021 0.16 107.23 700.09

October

2021 738.35 08/10/2021 0.41 295.65 588.00 01/10/2021 0.16 93.80 677.41

September

2021 586.30 30/09/2021 0.39 230.98 478.35 01/09/2021 0.11 52.12 564.26

August

2021 528.10 02/08/2021 0.05 27.52 451.00 23/08/2021 0.18 83.19 501.31

July 2021 530.90 14/07/2021 0.15 79.49 483.80 01/07/2021 0.05 25.08 515.61

June 2021 502.30 03/06/2021 0.19 94.40 478.85 30/06/2021 0.04 20.61 497.85

Source: www.bseindia.com

NSE

High (₹ ) High

(₹ )

Date of

High

Number of

Equity Shares

Traded on The

Date of High (in

lacs)

Total Volume of The Equity

Shares Traded on The Date

of High (₹ lacs)

Low

(₹)

Date of

Low

Number of Equity

Shares Traded on The

Date of Low (in lacs)

Total Volume of The

Equity Shares Traded on

The Date of Low (₹ lacs)

Average Price

for the Month

(₹)

November

2021 738.45 09/11/2021 0.55 401.04 658.45 29/11/2021 0.58 384.52 703.78

October

2021 743.10 08/10/2021 2.78 2,011.60 586.90 01/10/2021 0.62 360.68 684.98

September

2021 584.85 30/09/2021 1.16 681.92 476.20 01/09/2021 0.39 183.14 557.07

August

2021 527.75 02/08/2021 1.12 594.87 451.00 23/08/2021 0.97 448.39 509.52

July 2021 530.75 14/07/2021 0.82 439.32 483.20 01/07/2021 0.34 167.82 515.00

June 2021 502.55 03/06/2021 1.23 607.88 478.55 30/06/2021 0.55 263.62 493.51

Source: www.nseindia.com

Note:

62

1. High and low prices are based on the daily closing prices.

2. In case of two days with the same closing price, the date with the higher volume has been chosen.

3. In the case of a month, average price for the month represents the total turnover for the month divided by the total number of shares traded

during the month.

2. The following table set forth the details of the number of Equity Shares traded and the turnover during the last six months and the Financial

Years ended March 31, 2021, 2020 and 2019 on the Stock Exchanges:

Period

Number of Equity Shares Traded

(In lacs)

Turnover

(In ₹ lacs)

BSE NSE BSE NSE

Fiscal 2021 15.13 127.79 4,355.16 35,956.28

Fiscal 2020 7.39 71.54 1,957.04 18,580.33

Fiscal 2019 13.47 68.89 3,968.21 19,698.52

November 2021 1.79 9.88 1,254.78 6,954.93

October 2021 4.00 23.29 2,709.50 15,950.81

September 2021 5.93 29.22 3,347.84 16,276.45

August 2021 1.37 18.69 685.03 9,522.57

July 2021 2.39 15.50 1,234.25 7,983.77

June 2021 7.79 13.12 3,877.51 6,472.87

Source: www.bseindia.com and nseindia.com

3. The following table sets forth the market price on the Stock Exchanges on November 4, 2021, the first working day following the approval of

our Board of Directors for the Issue:

Open High Low Close Number of equity

shares traded (in lacs) Volume (₹ in lacs)

BSE 755.00 755.00 722.20 726.10 0.03 22.27

NSE 723.40 732.00 723.35 726.65 0.16 116.34

63

USE OF PROCEEDS

The gross proceeds from this Issue shall be ₹ 1,036.00 million. The net proceeds from this Issue, after deducting

fees, commissions and expenses relating to this Issue, has been approximately ₹ 1,010.15 million (“Net

Proceeds”).

Purpose of this Issue

Our Company proposes to utilize the Net Proceeds towards (i) ongoing and future capital expenditure

requirements of our Company; (ii) working capital requirements; (iii) debt repayment; (iv) general corporate

purpose including but not limited to pursuing new business opportunities, organic and inorganic and meeting the

issue expenses etc, as may be permissible under the applicable law and approved by our Board or a duly

constituted committee thereof from time to time to meet corporate exigencies.

The Net Proceeds are proposed to be deployed towards the purpose set out above and are not proposed to be

utilized towards any specific project. Accordingly, the requirement to disclose (i) the break-up of cost of the

project (ii) means of financing such project, and (iii) proposed deployment status of the proceeds at each stage of

the project, is not applicable.

If the Net Proceeds are not completely utilised for the purposes stated hereinabove due to factors such as (i)

economic and business conditions; (ii) increased competition; (iii) delay in procuring and operationalizing assets;

(iv) receiving the necessary approvals; and (v) other commercial considerations, the same would be utilised (in

part or full) as may be decided by our Board, in accordance with applicable law.

In accordance with applicable laws, we undertake to not utilize proceeds from the Issue unless Allotment is made

and the corresponding return of Allotment is filed with RoC, and the final listing and trading approvals are

received from each of the Stock Exchanges, whichever is later.

As permissible under applicable laws, our Company’s management will have flexibility in deploying the Net

Proceeds. The amounts and timing of any expenditure will depend on, among other factors, the amount of cash

generated by our operations, competitive and market developments and the availability of acquisition or

investment opportunities on terms acceptable to us. Pending utilization of the Net Proceeds, our Company intends

to invest the funds in creditworthy instruments, including but not limited to money market, mutual funds and

deposits with banks and corporates and other securities. Such investments will be in accordance with the

investment policies approved by the Board and/ or a duly authorized committee of the Board, from time to time,

and in accordance with applicable laws.

Our main objects clause and objects incidental or ancillary to the main objects clause of our Memorandum of

Association enables us to undertake the objects contemplated by us in this Issue.

Our Company shall disclose the utilization of funds raised through the Issue in its annual report every year until

such funds are fully utilized and shall file such quarterly or other statements in relation to utilization of funds as

may be required under applicable laws.

.

Neither our Promoters nor our Directors are making any contribution either as a part of the Issue or separately in

furtherance of the use of the Net Proceeds.

Further, neither our Promoters nor our Directors shall receive any proceeds from the Issue, whether directly or

indirectly. Since the Issue is only made to Eligible QIBs, our Promoters, Directors, key managerial personnel or

Senior Management Personnel are not eligible to subscribe in the Issue.

64

CAPITALISATION STATEMENT

The following table sets forth our Company’s capitalisation and total debt as on September 30, 2021 based on our

Unaudited Condensed Consolidated Interim Financial Statements and our Company’s capitalisation as adjusted

to reflect the receipt of the gross proceeds of this Issue and the application thereof.

This capitalisation table should be read together with “Risk Factors”, “Management’s Discussion and Analysis of

Financial Condition and Results of Operations”, “Financial Statements” on pages 38, 73 and 191, respectively

and the related notes included elsewhere in this Placement Document.

(₹ in million)

Particulars Pre – Issue Post – Issue

As at September 30, 2021

(A) (Un adjusted)

As Adjusted*

Borrowings:

Deposits - -

Debt Securities - -

Borrowings (consists of non – current borrowings,

current borrowings, current maturities of non-current

borrowings))

1,136.31 1,136.31

Subordinated Liabilities - -

Total indebtedness (A) 1,136.31 1,136.31

Equity

Equity Share capital 141.62 148.62

Other Equity 2,742.40 3,771.40

Total Equity (B) 2,884.01 3,920.02

Total Capitalization (C = A+B) 4,020.33 5,056.33

Total Borrowing / Total Equity (A)/(B) 0.39 0.29

*Post-Issue Capitalisation Statement does not include Adjustment of Issue related Expenses.

65

CAPITAL STRUCTURE

The Equity Share capital of our Company as at the date of this Placement Document is set forth below.

(in ₹ million, except share data)

No. Particulars Aggregate value at face value

(except for securities premium

account)

A. Authorised Share Capital

40,000,000 Equity Shares of face value of ₹ 5 each 200.00

B. Issued and Subscribed Share Capital before the Issue

28,763,585 Equity Shares of face value of ₹ 5 each 143.77

C. Paid-Up Share Capital before the Issue

28,751,918 fully paid up Equity Shares of face value of ₹ 5 each 143.76

11,667* partly paid up Equity Shares of face value of ₹ 5 each 0.01

D. Present Issue in terms of this Placement Document

Up to 1,400,000 Equity Shares aggregating to ₹ 1,036.00 million (1)

7.00

E. Issued, Subscribed and Paid-Up Share Capital after the Issue

30,151,918 fully paid up Equity Shares of face value of ₹ 5 each 150.76

11,667* partly paid up Equity Shares of face value of ₹ 5 each 0.01

F. Securities Premium Account

Before the Issue 947.12

After the Issue (2) 1,976.12

* Subject to approval of the Board of Directors, 11,667 partly paid up Equity Shares are due for forfeiture on

account of non-receipt of the call money, post completion of the Issue.

(1) The Issue has been authorised by the Board of Directors vide a resolution passed at its meeting held on

November 3, 2021 and by the shareholders of our Company vide a special resolution passed pursuant to

sections 42 and 62(1)(c) of the Companies Act at the EGM held on December 6, 2021.

(2) The securities premium account after the Issue is calculated on the basis of Gross Proceeds. Adjustments

do not include Issue related expenses.

Equity Share Capital History of our Company

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

Date of

Allotment /

Fully Paid-

up

No. of equity

shares

allotted

Cumulative

Number of

equity shares

Face

value

per

Equit

y

Shar

e (₹)

Issue

Price

per

Equity

Share

(₹)

Nature

of

consider

ation

Nature of Allotment

On

incorporation

200 200 10 10.00 Cash Subscription to

Memorandum of

Association

March 25,

1999

19,800 20,000 10 10.00 Cash

Preferential Allotment

July 5, 2007 30,000 50,000 10 10.00 Cash Preferential Allotment

September

29, 2008

7,945,776 79,95,776 10 - Other

than cash

Pursuant to the scheme

of arrangement*

66

Date of

Allotment /

Fully Paid-

up

No. of equity

shares

allotted

Cumulative

Number of

equity shares

Face

value

per

Equit

y

Shar

e (₹)

Issue

Price

per

Equity

Share

(₹)

Nature

of

consider

ation

Nature of Allotment

July 6, 2011 46,625 80,42,401 10 26.00 Cash Allotment against

exercise of options

granted under MTPL

ESOS 2010

September 7,

2011

1,240,000 92,82,401 10 40.00 Cash Preferential Allotment

December 19,

2011

9,125 92,91,526 10 26.00 Cash Allotment against

exercise of options

granted under MTPL

ESOS 2010

February 4,

2012

1,925,000 1,12,16,526 10 45.80 Cash Preferential Allotment

July 5, 2012 37,800 1,12,54,326 10 26.00 Cash Allotment against

exercise of options

granted under MTPL

ESOS 2010

June 28, 2013 22,950 1,12,77,276 10 26.00 Cash Allotment against

exercise of options

granted under MTPL

ESOS 2010

June 13, 2014 25,100 1,13,02,376 10 26.00 Cash Allotment against

exercise of options

granted under MTPL

ESOS 2010

July 25, 2014 39,800 1,13,42,176 10 26.00 Cash Allotment against

exercise of options

granted under MTPL

ESOS 2010

February 3,

2015

2,498,350 13,840,526 10 220.17 Cash Allotment pursuant to

qualified institutions

placement

April 9, 2015 5,000 13,845,526 10 26.00 Cash Allotment against

exercise of options

granted under MTPL

ESOS 2010

February 3,

2016

- 27,691,052 Sub-division of equity shares from ₹ 10 to ₹ 5

October 7,

2019

23,325 27,714,377 5 208.00 Cash Allotment against

exercise of options

granted under MTPL

ESOS 2016

October 7,

2019

11,650 27,726,027 5 234.00 Cash Allotment against

exercise of options

granted under MTPL

ESOS 2016

August 13,

2020

6,690 27,732,717 5 208.00 Cash Allotment against

exercise of options

granted under MTPL

ESOS 2016

October 3,

2020

20,880 27,753,597 5 208.00 Cash Allotment against

exercise of options

granted under ESOP

67

Date of

Allotment /

Fully Paid-

up

No. of equity

shares

allotted

Cumulative

Number of

equity shares

Face

value

per

Equit

y

Shar

e (₹)

Issue

Price

per

Equity

Share

(₹)

Nature

of

consider

ation

Nature of Allotment

Scheme 2016

October 3,

2020

12,930 27,766,527 5 234.00 Cash Allotment against

exercise of options

granted under ESOP

Scheme 2016

November 18,

2020

555,330** 28,321,857 5** 180 Cash Allotment pursuant to

rights issue in the ratio

of 1 Equity Share for

every 50 fully paid up

Equity Shares

March 15,

2021

5,094 28,326,951 5 184 Cash Allotment against

conversion of

detachable warrants

April 15,

2021

6,060 28,333,011 5 184 Cash Allotment against

conversion of

detachable warrants

June 15, 2021 214,220 28,547,231 5 184 Cash Allotment against

conversion of

detachable warrants

July 14, 2021 75,209 28,622,440 5 184 Cash Allotment against

conversion of

detachable warrants

July 28, 2021 41,910 28,664,350 5 208.00 Cash Allotment against

exercise of options

granted under MTPL

ESOS 2016

July 28, 2021 25,230 28,689,580 5 234.00 Cash Allotment against

exercise of options

granted under MTPL

ESOS 2016

August 16,

2021

17,550 28,707,130 5 184 Cash Allotment against

conversion of

detachable warrants

September

14, 2021

32,404 28,739,534 5 184 Cash Allotment against

conversion of

detachable warrants

November 15,

2021

24,051 28,763,585** 5 184 Cash Allotment against

conversion of

detachable warrants

*Allotment of 79,45,776 Equity Shares of our Company pursuant to scheme of arrangement between Teck–Men

Tools Private Limited, Mold–Tek Technologies Limited, Our Company and their respective shareholders

approved by the High Court of Hyderabad vide its order dated July 25, 2008.

**Partly paid-up Equity Share for cash at a price of ₹ 180 per Rights Equity Share along with 6 detachable

Warrants for cash at a price of ₹184 per Warrant for every 50 Equity Shares. As on date of this Placement

Document, 2957392 Warrants are pending for conversion. Further, as on date of this Placement Document, out

of 555,330 partly paid rights Equity Shares, our Company has not received final call money for 11,667 partly

paid rights Equity Shares. Subject to approval of the Board of Directors, 11,667 partly paid up Equity Shares are

due for forfeiture on account of non-receipt of the call money, post completion of the Issue.

Except as stated in “- Equity Share Capital History of our Company” above, our Company has not made any

allotment of Equity Shares in the one year immediately preceding the date of this Placement Document, including

for consideration other than cash, or made any allotment of Equity Shares pursuant to a preferential issue, private

placement or a rights issue.

68

Proposed Allottees in the Issue

In compliance with the requirements of Chapter VI of the SEBI ICDR Regulations, Allotment shall be made by

our Company, in consultation with the Book Running Lead Managers, to Eligible QIBs only, on a discretionary

basis.

The names of the proposed Allottees, assuming that the Equity Shares are Allotted to them pursuant to the Issue,

and the percentage of post-Issue share capital that may be held by them has been included in this Placement

Document in the section “Proposed Allottees in the Issue” on page 190.

Employees’ Stock Option Scheme

The MTPL Employees Stock Option Scheme of 2010 (“MTPL ESOS 2010”) and the MTPL Employees Stock

Option Scheme – 2016 (“MTPL ESOS 2016”) have received shareholders’ approval on February 9, 2010 and on

September 19, 2016, respectively. The MTPL ESOS 2010 has not been withdrawn. However, stock options are

no longer granted under it and are only granted under the MTPL ESOS 2016. The ESOP schemes have been

designed by our Company to create participative environment contributing to the growth of employees as part of

our Company’s growth plans, rewarding the eligible employees for their contribution to the success of our

Company and to attract and retain talented employees.

As on November 30, 2021, the details of options pursuant to the ESOP Plan are as follows:

Particulars MTPL Employees’ Stock

Option Scheme of 2010

MTPL Employees’ Stock

Option Scheme - 2016

Options granted 404,000 300,000 Options vested 372,800 142,615 Options exercised 372,800 142,615 Options cancelled/ lapsed/ forfeited 31,200 7,385 Total options outstanding - 150,000

Pre-Issue and post-Issue shareholding pattern

The pre-Issue and post-Issue shareholding pattern of our Company, is set forth below.

Sr. No. Category Pre-Issue Post-Issue* as of December

17, 2021*

Number of

Equity

Shares held

% of

shareholding

on

Number of

Equity

Shares held

% of

shareholding

on

A. Promoters’ holding#

1. Indian Individual 95,68,376 33.27 9,568,376 31.73 Corporate

1,25,938 0.44

125,938 0.42

Sub-total (A) 96,94,314 33.70 96,94,314 32.15 B. Non - Promoter’s

holding

2. Institutional investors 6,612,240 22.99 8,012,240** 26.57 3. Non-institutional

investors

a. Individual share capital

upto ₹ 1 Lacs 69,80,609

24.31

6,980,609 23.15

b. Individual share capital

in excess of ₹ 1 Lacs 3,520,835 12.24

3,520,835 11.68

c. NBFCs registered with

RBI - -

- -

d. Any Other [including

Non-resident Indians 1,943,920 6.76

1,943,920 6.45

69

Sr. No. Category Pre-Issue Post-Issue* as of December

17, 2021*

Number of

Equity

Shares held

% of

shareholding

on

Number of

Equity

Shares held

% of

shareholding

on

(NRIs) and clearing

members]

e. Employee Trust - - - - Sub-total (B) 1,90,57,604 66.30 204,57,604 67.85 C. Non-Promoter- Non-

Public shareholder

4. Custodian/DR Holder - - - - 5. Employee Benefit Trust - - - - Sub-total (C) - - - - Total (A+B+C) 2,87,51,918 100.00 30,151,918 100.00

#This includes shareholding of the members of the Promoter Group.

*Note: The post-Issue shareholding pattern of our Company reflects the shareholding of the institutional

investor’s category on basis of the Allocation made in the Issue, and reflects the shareholding of all other

categories as of December 14, 2021

** Assuming Allotment of the Equity Shares pursuant to the Issue.

Other Confirmations

The Promoters, the Directors and the Senior Management Personnel of our Company do not intend to participate

in the Issue. No change in control in our Company will occur consequent to the Issue.

Except as disclosed above in the paragraph “Equity Share Capital History of our company”, our Equity Shares

have been listed for a period of at least one year prior to the date of the issuance of the notice of the extraordinary

general meeting of our Shareholders held on December 6, 2021, for approving the Issue.

Our Company shall not make any subsequent qualified institutions placement until the expiry of two weeks from

the date of this Issue.

70

DIVIDENDS

The declaration and payment of dividends by our Company, if any, will be recommended by our Board and

approved by our Shareholders at their discretion, subject to the provisions of the Articles of Association and the

applicable laws, including the Companies Act. Our Board may also, from time to time, declare interim dividends.

Our Board has approved and adopted a formal dividend distribution policy on May 26, 2021, in terms of

Regulation 43A of the SEBI Listing Regulations. (“Dividend Distribution Policy”) In accordance with the

Dividend Distribution Policy, the dividend pay-out shall be determined by the Board after taking into account a

number of factors, including but not limited to current year’s profits, future outlook, with due consideration of

internal and external environment, operating cash flows and treasury position, possibilities of alternative usage of

cash, e.g., capital expenditure etc., with potential to create greater value for shareholders, providing for unforeseen

events and contingencies with financial implications, other factors that may be considered relevant from time to

time.

The following table details the dividend paid by our Company on the Equity Shares in the Fiscals 2021, 2020 and

2019, and in the six months ended September 30, 2021:

For fully paid up Equity Shares

Particulars From April 1, 2021 to

30 September, 2021

Fiscal 2021 Fiscal 2020 Fiscal 2019

Face value of Equity

Shares (₹ per share)

5 5 5 5

Dividend (Interim) per

share (in ₹)

- 3 5 2

Dividend (Final) per

share (in ₹)

- 4 - 2

Total Dividend per share

(in ₹)

7 5 4

Total Dividend (in ₹

million)

- 196.04 138.63 110.76

Dividend Distribution

Tax, where applicable (in

₹ million)

- - 28.50 22.77

Dividend Rate (%) - 140% 100% 80%

For partly paid up Equity Shares

Particulars From April 1, 2021 to 30

September, 2021

Fiscal 2021 Fiscal 2020 Fiscal 2019

Face value of Equity

Shares (₹ per share)

5 5 5 5

Dividend (Interim) per

share (in ₹)

- 3 - -

Dividend (Final) per

share (in ₹)

- 4 - -

Total Dividend per share

(in ₹)

7 - -

Total Dividend (in ₹

million)

- 0.97 - -

Dividend Distribution

Tax, where applicable (in

₹ million)

- - - -

Dividend Rate (%) - 140% - -

Investors are cautioned not to rely on past dividends as an indication of the future performance of our Company

or for an investment in the Equity Shares offered in the Issue. The amounts paid as dividends in the past are not

necessarily indicative of the dividend distribution policy of our Company or dividend amounts, if any, in the

future. There is no guarantee that any dividends will be declared or paid in the future or that the amount thereof

71

will not be decreased. The form, frequency and amount of future dividends declared by our Company will depend

on a number of internal and external factors, including, but not limited to, the factors set out in the Dividend

Distribution Policy and such other factors that the Board may deem relevant in its discretion, subject to the

approval of our Shareholders.

The Equity Shares to be issued in connection with this Issue shall qualify for any dividend, including interim

dividend, if any, that is declared in respect of the fiscal in which they have been allotted. For further information,

please see the section entitled “Description of the Equity Shares” on page 174. For a summary of some of the

restrictions that may inhibit our ability to declare or pay dividends, See “Risk Factors – Our ability to pay

dividends in the future may be affected by any material adverse effect on our future earnings, financial condition

or cash flows” on page 48.

72

RELATED PARTY TRANSACTIONS

For details of the related party transactions during (i) Fiscal 2021; (ii) Fiscal 2020; and (iii) Fiscal 2019, as per

the requirements under Ind AS 24, please see the section entitled “Financial Statements” on page 191.

73

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

This Placement Document may include forward-looking statements that involve risks and uncertainties, and our

actual financial performance may materially vary from the conditions contemplated in such forward-looking

statements as a result of various factors, including those described below and elsewhere in this Placement

Document. For further information, see “Forward-Looking Statements” and “Risk Factors” on pages 18 and 38,

respectively.

Our fiscal year ends on March 31 of each year, and references to a particular fiscal are to the twelve months

ended March 31 of that year. Unless otherwise indicated or the context requires otherwise, the financial

information included herein is based on our Audited Consolidated Financial Statements and the Statement of

Unaudited Condensed Consolidated Interim Financial Statements included in this Placement Document. The

financial information for the six months periods ended September 30, 2021 and 2020 are not comparable with

our results for the full fiscal years and our financial information for the six months periods ended September 30,

2021 are not necessarily indicative of what our financial information for Fiscal 2022 will be. For further

information, see “Financial Statements” and “Management’s Discussion and Analysis of Financial Condition

and Results of Operations” on pages 191 and 73, respectively.

Unless otherwise indicated, industry and market data used in this section has been derived from industry

publications and other publicly available information, including, in particular, the reports “Indian Packaging

Industry” prepared by CARE Advisory Research and Training Limited dated December 2021 (“CARE Report”)

and “Indian Rigid Plastic Packaging Market-2028” from Fior Market Research (“Fior Report”). Unless

otherwise indicated, financial, operational, industry and other related information derived from the CARE Report

and the Fior Report and included herein with respect to any particular year refers to such information for the

relevant calendar year.

Overview

We are a packaging solution company mainly engaged in the manufacturing of rigid plastic packaging containers

through Injection molding technology for paints, lubes, oils, food, FMCG and other sectors including cosmetics

and pharmaceutical. We develop, design and manufacture standard airtight and pilfer – proof pails as well as

customized containers to meet our customer’s packaging requirements. In order to make our position for cosmetics

and premium oils, we have recently established and started commercial production of pumps used for sanitisers,

hand-wash and body lotions etc. We have successfully developed futuristic dynamic QR coded IML packaging

with complete traceability all across the supply chain. This brings in the “Digital packaging” Concept for the first

time to India. We believe, we are the leaders in injection molded rigid packaging containers in India. We have

introduced certain world class packaging products in India for paints, oil, lubricants, food and FMCG industries

through continuous innovation. FMCG market in India grew at a CAGR of 16 per cent and is estimated to reach

US$ 104- billion by 2021. The food and beverages market accounts for nearly 3% of India’s GDP and is the single

largest employer in the country, with more than 7.3 million workforce. (Source: CARA Report). The Indian Food

& Beverages sector had a market size of US$33 billion in FY 2020 which is and is expected to reach US$ 156

billion by FY2026 implying a CAGR of 30%. India’s US$50 billion restaurant industry is set to lose a nearly

US$9 billion in CY 2020 due to COVID-19 restrictions according to the National Restaurant Association of India

(NRAI). (Source: CARE Report)

We decorate our products using screen printing, heat transfer labelling technique and In – Mold labelling (IML),

which is one of the modern and premium container decoration techniques globally. In late 2011, we started

developmental work on IML manufacturing through imported labels and Robots. IML provides various benefits

of packaging including higher brand recall as the labels do not get separated. These IML labels provide better

aesthetics and the process eliminates labour and saves space required for production. We believe we are the

pioneers to introduce IML concept using in house Robots, at a reasonable cost in India.

We have nine manufacturing plants, four at Telangana and one each at Uttar Pradesh, Maharashtra Daman, Andhra

Pradesh and Karnataka and two warehouses one each at Kolkata and Tamil Nadu. We also operate state of the art

tool room to make complex molds and to develop Robots. We believe that we have developed our reputation and

image as innovator in packaging solution for the segments we serve.

74

Our products mainly cater to four business segments viz (i) paint industry (ii) lubes & oil industry, (iii) food and

(iv) FMCG. In addition to that, we are also actively adding customers in confectionary seeds, fertilizers, growth

enhancers and speciality chemicals. Our products are available in different size and shapes viz circular,

rectangular, curving and special shapes as per customer requirement. For the financial year 2021, our Company

derived ₹ 2,561.00 million gross revenue from paints ₹ 1,069.50 million, from lubes and oils and ₹ 1,146.70

million from food, FMCG and other sectors. Our Company derived 66.08 per cent of total income from IML

technology in the financial year 2021 compared to 64.82 per cent of total income in the financial year 2019. As

on October 31, 2021, our total pail manufacturing capacity is over 46,000 metric ton and label manufacturing

capacity is 49.50 million meter in a single shift.

Pursuant to a Scheme of Arrangement between Teckmen Tools Private Limited, Mold-Tek Technologies Limited

erstwhile MTPPL, and Mold Tek Plastics Limited, the plastic packaging division was transferred to our Company

with effect from July 25, 2008. For further information on Scheme of Arrangement, see “Key milestone”

beginning on page 116. However, our roots can be traced back to the year 1985, when Mold – Tek Plastics Private

Limited (“MTPPL”) was promoted by two technocrats, Janumahanti Lakshmana Rao and Adivishnu

Subramanyam along with Pattabhi Venkateswara Rao to manufacture rigid plastic packaging products with units

located at then Andhra Pradesh. Our Promoters with experience in tool room started working towards continuous

innovation and introduced various new concepts in packaging industry.

In early nineties, we introduced plastic pail packaging concept used for paint industry which has succeeded to

gradually replace the tin packaging for paints. Since 1997-1998, we introduced plastic containers for lubricant

packaging with innovative “pull up spout” and also developed new concepts including single and double lock

pails. We pioneered pull up spouts for the lube industry and developed COSMOS/ULTIMO pails with better

tamper evidence and leak proof features. Over a period of time such packaging replaced tin and metal can packs

which was used in lube packing. In the year 1998, we applied for a patent for this innovation of pull up spout with

tamper proof seal which was granted in the year 2007. In 2011, we started developmental work on IML decoration

through Robots which provide various benefits of packaging including higher brand recall. Commercial

production of IML was started in 2012. We have also applied for process patent for an innovation an airtight pilfer

proof and tamper evident seal locking mechanism of containers with tamper proof lid having injection mold spout

for containers. All our products are customized and manufactured as per customer requirements. In 2013, we

succeeded in developing our in-house Robots and IML label printing capabilities for IML which gave a cost

advantage compared to imported Robots and IML labels. Thus we believe we are innovator and pioneers in Indian

Rigid Plastic Packaging. In 2020, to combat the unfortunate Covid-19 pandemic situation, we launched a new

range of products such as containers for hand wash, sanitizers and high quality dispensing pumps etc. In 2021, the

Company introduced digital packing for the first time in India through dynamic QR coded IML containers.

We have in-house research and development division and in-house tool-room for designing and development of

new products, complex molds and Robots. Our tool room with Swiss and German machinery enables us to design

and develop complex molds including 2-8 cavities molds, for our customers. Our tool-room enables us to

undertake repair and maintenance of our mold and Robots. Our continuous focus on this area enables us to

innovate and create new packaging solutions and cater to the customized needs of our customers with a reasonable

time period. We have installed various designing and tool room machines for new product development at cheaper

cost without affecting quality of the products. Due to our in house capabilities, we can customise and install an

integrated manufacturing plants anywhere to meet particular customer requirements. As on October 31, 2021, we

have developed 50 Robots and imported 40 robots, which are currently deployed at our nine manufacturing plants.

We are committed to providing quality products to our customers and in this relation hold various quality

accreditations including ISO 9001:2008 quality certification for manufacture and supply of injection molded

plastics packaging containers, pails, closures and component and FSSC 22000: 2011, the food safety management

system certification applicable to manufacture of in-mold labelled plastic containers and lids for packaging for

food industry. We maintain strict hygiene standard in our manufacturing plants for products catering to the Food

and FMGC sector. We regularly conduct drop test with the help of testing machines before the batch is approved

for sale. As on October 31, 2021, our Company had 557 permanent employees and 1,533 employees on contract

at various locations.

Factors Affecting Our Financial Condition and Results of Operations

Set out below are some of the more significant factors that have affected our results of operations in the past, as

well as factors that are currently expected to affect our results of operations in the foreseeable future.

75

Relationships with key clients

Our Company is dependent on few customers, including multi-national paint and lubricant companies. Our top

10 customers accounted for 72.92%, 73.34%, 73.00% and 75.10% of our gross sales for Fiscal 2019, Fiscal 2020,

Fiscal 2021 and for the six months period ended September 30, 2021 respectively. Though we do not have any

long-term agreement with our significant customers, we have been the vendor for such customers for over five

years. We have not observed any reduction in contribution by top ten customers in absolute terms in Fiscal 2019,

Fiscal 2020, Fiscal 2021 and for the six months period ended September 30, 2021. The loss of any significant

customer or a significant reduction in demand from such customers could have an adverse effect on our business,

results of operations and financial conditions. Further, we normally provide credit period of less than sixty days,

however due to the prevalence of COVID-19 disease and the nation-wide lockdown, our credit cycles were

extended by a few days without significantly impacting our revenue cycle. We cannot assure you that any such

delay in the future in payments by such customers over the usual payment cycles will not adversely affect our

financial condition.

Success of our R&D

We believe that our existing infrastructure, manufacturing capabilities, distribution network, client relationships

and access to technology and know-how will be effectively complemented by our R&D efforts to enable us to

diversify our product offerings and increase operating efficiencies. As part of our strategy for growth and product

portfolio diversification, we have been constantly investing our resources into R&D efforts for innovative

products, packaging solutions and their processes. In particular, in-mould labelling (IML") is increasingly being

preferred in the packaging industry due to its attractiveness and better durability compare to screen printing and

heat transfer technologies. We have set up integrated IML solution with in house label manufacturing and die-

cutting machines to enable quick production of IML labels. We believe that our efforts will enable us to expand

our product offerings, enable us serve multiple industries and help us to be one of the leading players in rigid

packaging solutions.

We believe that the packaging business in India presents opportunities for revenue growth as well as profitability.

To compete successfully in the packaging industry, we must be able to identify and respond to changing demands

and preferences in packaging industry. Accordingly, we must continue to invest in our R&D. While we believe

that our in house tool room and R&D division gives us competitive advantage and helped us in reaching current

level, we cannot assure that our new products may always gain buyer acceptance and we will always be able to

achieve competitive products to meet customer expectations. Failure to identify and respond to changes in

consumer preferences could, among other things, limit our ability to differentiate our products, adversely affect

consumer acceptance of our products and could have impact on our financial condition.

Raw Material

The key raw material used for manufacturing our products is polymers which are PPCP, PP, HDPE and LLDPE.

Raw material consumed as a percentage of total revenue was 49.62%, 46.53%, 49.07% and 51.31% for Fiscal

2019, Fiscal 2020, Fiscal 2021 and for the six months period ended September 30, 2021 respectively. The average

prices for key raw materials increased from ₹ 91.67 per kg to ₹ 93.86 per kg from Fiscal 2019 to Fiscal 2021, and

is currently in the range of ₹ 130 for the month of November 2021. Any fluctuation in the international price of

crude oil affects the price of polymers. In Fiscal 2020, we spent ₹ 20,390.73 lakhs for 23,553 tonnes of polymer

in comparison to Fiscal 2021, where we spent ₹ 23,499.50 lakhs for 25,036 tonnes of polymer. Further, any

fluctuations in the demand and/or supply of polymers may impact its purchase price. We do not have any long-

term supply agreement with any of our raw material suppliers. Although we enter into short term contracts with

some of our suppliers for rates, we may be unable to enter into such contracts at all times in future.

In terms of our understanding with most of our customers, we have flexibility to pass on raw-material cost

fluctuations to them through periodical pricing arrangements. However, any inability to pass on the increased

costs of polymers to our customers in future, may affect our profitability.

Performance of the Industries and Sectors in which our Products are used

We are a packaging company providing packaging solutions to various industries. Our rigid packaging solutions

are primarily used in paints, lubes, oil, food and FMCG sectors.

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For Fiscal 2019, our Company derived 45.67% and 31.49% of revenue from paints and lubricant segment,

respectively, while for Fiscal 2021, the corresponding share of revenue was 53.61% and 22.39%, respectively.

Our revenue from paint segment has grown from ₹1,846 million in Fiscal 2019 to ₹ 2,561 million in Fiscal 2021

showing a growth of 38.72%. Our revenue from oil and lubricant segment has decreased from ₹ 1,272 million in

Fiscal 2019 to ₹ 1,069 million in Fiscal 2021 resulting into a reduction of 15.97% which is set-off by the food and

FMCG segment which has grown from ₹ 923 million in Fiscal 2019 to ₹ 1,146 million in Fiscal 2021 by 24.20%.

Thus, we are dependent on the paints, oil & lubricant and food & FMCG industries for majority of our revenue.

Any slowdown in growth of these industries or demand of our products by paint and oil and lubricant industry

may affect our financial condition.

Capacity Utilization and Operating Efficiencies

As on March 31, 2021, our total installed manufacturing capacity across our manufacturing plants is 40,543 metric

tonnes while our utilized capacity is 26,669 metric tonnes, which is 65.78%. Higher capacity utilization results in

greater production volumes and higher sales and allows us to spread our fixed costs over a higher number of units

sold, thereby increasing our profit margins.

We focus on improving our operational efficiencies and reducing operating costs in order to improve our results

of operations. We also focus on investing in research & development efforts in our in-house tool room to

continually upgrade the quality and functionality of our products and manufacturing processes addressing specific

customer requirements and market segments and to improve operational efficiencies. Such investment is also

expected to result in significant reduction in operating costs including a decrease in employee costs as our facilities

will be significantly more mechanized. We have also made incremental improvements to our equipment and

moulds to increase utilisation rates as well as operational efficiencies.

Other factors beyond those identified above may materially affect our results of operations and financial condition.

For further details, see the sections entitled “Risk Factors” and “Our Business” on pages 38 and 115 in this

Placement Document.

Significant Accounting Policies

This note provides a list of the significant accounting policies adopted in the preparation of the financial

statements. These policies have been consistently applied to all the years presented, unless otherwise stated.

a) Statement of compliance:

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) notified under

the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting

Standards) Amendment Rules, 2016 and Companies (Indian Accounting Standards) Amendment Rules, 2017, the

relevant provisions of the Companies Act, 2013 (‘the Act’) and guidelines issued by the Securities and Exchange

Board of India (SEBI), as applicable.

b) Basis of preparation:

The Consolidated Financial Statements (CFS) include the financial statements of the Company and its wholly

owned subsidiary. The assets, liabilities, income and expenses of the wholly owned subsidiary is aggregated and

consolidated line by line. Profit or loss and each component of other comprehensive income are attributed to the

owners. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions

between members of the Company are eliminated in full on consolidation. The financial statements have been

prepared under the historical cost convention with the exception of certain assets and liabilities that are required

to be carried at fair values as per Ind AS. Fair value is the price that would be received to sell an asset or paid to

transfer a liability in an orderly transaction between market participants at the measurement date.

c) Revenue recognition:

i) Revenue from contract with customers

Revenue is recognised when the performance obligations have been satisfied, which is once control of the goods

is transferred from the Company to the customer. Revenue related to the sale of goods is recognised when the

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product is delivered to the destination specified by the customer, and the customer has gained control through

their ability to direct the use of and obtain substantially all the benefits from the asset. Revenue is measured based

on consideration specified in the contract with a customer which is measured at the fair value of the consideration

received or receivable, net of returns and allowances, trade discounts and volume rebates and excludes amounts

collected on behalf of third parties.

ii) Other income

Dividend income is recognised when the right to receive the income is established.

Interest income is recognized on time proportion basis taking into account the amount outstanding and the rate

applicable.

Rental income from investment properties is recognised on a straight line basis over the term of the relevant leases.

Export benefit under the duty free credit entitlements is recognized in the statement of profit and loss, when right

to receive such entitlement is established as per terms of the relevant scheme in respect of exports made and where

there is no significant uncertainty regarding compliance with the terms and conditions of such scheme.

Sales tax incentives are recognized in the statement of profit and loss, when right to receive such entitlement is

established as per terms of the relevant scheme and where there is no significant uncertainty regarding compliance

with the terms and conditions of such scheme.

d) Borrowing costs:

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are

assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the

cost of those assets, until such time as the assets are substantially ready for the intended use or sale. Investment

income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets

is deducted from the borrowing cost eligible for capitalization. Other borrowings costs are expensed in the period

in which they are incurred.

e) Employee benefits:

(i) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within

12 months after the end of the period in which the employees render the related service are recognized in respect

of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid

when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance

sheet.

(ii) Other long-term employee benefit obligations

The liabilities for earned leave are not expected to be settled wholly within 12 months after the end of the period

in which the employees render the related service. They are therefore measured at the present value of expected

future payments to be made in respect of services provided by employees up to the end of the reporting period

using the projected unit credit method. The benefits are discounted using the market yields at the end of the

reporting period that have terms approximating to the terms of the related obligations. Remeasurements as a result

of the experience adjustments and changes in actuarial assumptions are recognized in profit or loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional

right to defer settlement for at least twelve months after the reporting period, regardless of when the actual

settlement is expected to occur.

(iii) Gratuity obligations

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The liability or assets recognized in the balance sheet in respect of gratuity plans is the present value of the defined

benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation

is calculated annually by actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows

by reference to market yields at the end of the reporting period on government bonds that have terms

approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation

and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and

loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are

recognized in the period in which they occur, directly in other comprehensive income. They are included in

retained earnings in the statement of changes in equity and in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are

recognized immediately in profit or loss. The gratuity liability is covered through a recognized Gratuity Fund

managed by Life Insurance Corporation of India and the contributions made under the scheme are charged to

statement of profit and loss.

(iv) Defined contribution plans

The Company pays provident fund contributions to publicly administered funds as per local regulations wherever

applicable. The Company has no further payment obligations once the contributions have been paid. The

contributions are accounted for as defined contribution plans and the contributions are recognized as employee

benefit expense when they are due.

(v) Bonus plans

The Company recognizes a liability and an expense for bonuses wherever applicable. The Company recognizes a

provision where contractually obliged or where there is a past practice that has created a constructive obligation.

f) Income taxes

Tax expense for the year comprises current and deferred tax.

Current Tax is the amount of tax payable on the taxable income for the year as determined in accordance with the

applicable tax rates and the provisions of the Income-tax Act, 1961 and other applicable tax laws that have been

enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the

financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax

liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally

recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be

available against which those deductible temporary differences can be utilised. Such deferred tax assets and

liabilities are not recognised if the temporary differences arise from the initial recognition (other than in a business

combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting

profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial

recognition of goodwill.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the

extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset

to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the

period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted

or substantively enacted by the end of the reporting period.

Tax relating to items recognized directly in equity or other comprehensive income is recognised in equity or other

comprehensive income and not in the statement of profit and loss.

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Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities

and assets, and they are related to income taxes levied by the same tax authority, but they intend to settle current

tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

g) Property, Plant and Equipment (PPE):

PPE are carried at cost less accumulated depreciation and impairment losses, if any. The cost of PPE comprises

of purchase price, applicable duties and taxes net of input tax credit, any directly attributable expenditure on

making the asset ready for its intended use, other incidental expenses and interest on borrowings attributable to

acquisition of qualifying fixed assets, up to the date the asset is ready for its intended use. All other repair and

maintenance costs, including regular servicing, are recognised in the statement of profit and loss as incurred.

When a replacement occurs, the carrying value of the replaced part is de-recognised. Where an item of PPE

comprises, major components having different useful lives, these components are accounted for as separate items.

Leasehold improvements are stated at cost including taxes, freight and other incidental expenses incurred, net of

input tax credits availed. The depreciation is provided over the life estimated by the management.

Self-constructed assets (Moulds): The Company transfers all the directly attributable expenditure incurred towards

construction of moulds including depreciation on actual cost basis.

PPE retired from active use and held for sale are stated at the lower of their net book value and net realizable value

and are disclosed separately.

An item of PPE is derecognised upon disposal or when no future economic benefits are expected to arise from the

continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and

equipment is determined as the difference between the sale proceeds and the carrying amount of the asset and is

recognised in profit or loss.

h) Expenditure during construction period and intangible assets under development:

Expenditure during construction period (including finance cost related to borrowed funds for construction or

acquisition of qualifying PPE) is included under capital work-in-progress and the same is allocated to the

respective PPE on the completion of their construction. Intangible Assets under development includes the

expenditure incurred for acquisition of intangible assets.

i) Depreciation:

Depreciation is the systematic allocation of the depreciable amount of PPE over its useful life and is provided on

the straight line method over the useful lives as prescribed in Schedule II to the Act.

j) Intangible assets and amortization:

Intangible assets acquired separately are measured on initial recognition cost and are amortized on straight line

method based on the estimated useful lives.

The amortization period and amortization method are reviewed at each financial year end.

Computer Software is amortized over a period of five years.

k) Investment property:

Investment property is property held to earn rentals and/or for capital appreciation (including property under

construction for such purposes). Investment property is measured initially at cost, including transaction costs.

Subsequent to initial recognition, investment properties are measured at cost model which is in accordance with

Ind AS 40. An investment property is derecognised upon disposal or when the investment property is permanently

withdrawn from use and no further economic benefits expected from disposal. Any gain or loss arising on

derecognition of the property is included in profit or loss in the period in which the property is derecognised.

Depreciation on building is provided over it’s useful life of 30 years using the straight line method.

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l) Impairment of assets:

Intangible assets and property, plant and equipment: Intangible assets and property, plant and equipment are

evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts

may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair

value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not

generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount

is determined for the Cash Generating Unit (CGU) to which the asset belongs.

If such assets are considered to be impaired, the impairment to be recognized in the statement of profit and loss is

measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of

the asset. An impairment loss is reversed in the statement of profit and loss if there has been a change in the

estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised

recoverable amount, provided that this amount does not exceed the carrying amount that would have been

determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the

asset in prior years.

m) Inventories:

Inventories includes Raw materials, Work- in-progress, finished goods, Stores & Spares, Packing materials and

Other consumables. These are valued at lower of cost and net realizable value (NRV). However, raw materials

are considered to be realizable at cost, if the finished products, in which they will be used, are expected to be sold

at or above cost. Further, cost is determined on weighted average basis.

Materials in transit

Valuation of inventories of materials in transit is done at cost.

Work-in-Progress (WIP) and Finished goods

Valued at lower of cost and NRV. Cost of finished goods and WIP includes cost of raw materials, cost of

conversion and other costs incurred in bringing the inventories to their present location and condition. Cost of

inventories is computed on weighted average basis.

n) Provisions, contingent liabilities and contingent assets:

The Company recognises provisions when there is present obligation as a result of past event and it is probable

that there will be an outflow of resources and reliable estimate can be made of the amount of the obligation. If the

effect of the time value of money is material, provisions are determined by discounting the expected future cash

flows to net present value using an appropriate pre-tax discount rate that reflect current market assessments of the

time value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount is

recognised in the statement of profit and loss as a finance cost. Provisions are reviewed at each reporting date and

are adjusted to the reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will

be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability.

Contingent liabilities are also disclosed when there is a possible obligation arising from past events, the existence

of which will be confirmed only by the occurrence or non- occurrence of one or more uncertain future events not

wholly within the control of the Company.

Contingent assets are not recognized in financial statements since this may result in the recognition of income that

may never be realised.

o) Financial instruments:

Financial assets and financial liabilities are recognised when our Company becomes a party to the contractual

provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value.

Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities

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(other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted

from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction

costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or

loss are recognised immediately in profit or loss.

Financial assets

(i) Financial assets carried at amortised cost

A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective

is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give

rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount

outstanding.

(ii) Financial assets at fair value through other comprehensive income

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within

a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets

and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments

of principal and interest on the principal amount outstanding. Further, in case where the Company has made an

irrevocable selection based on its business model, for its investments which are classified as equity instruments,

the subsequent changes in fair value are recognized in other comprehensive income.

(iii) Financial assets at fair value through profit and loss

A financial asset which is not classified in any of the above categories is subsequently fair valued through profit

or loss.

(iv) The Company recognizes loss allowances using the expected credit loss (ECL) model for the financial assets

which are not fair valued through profit or loss. Loss allowance for trade receivables with no significant financing

component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses

are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk

from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses

(or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be

recognised is recognized as an impairment gain or loss in statement of profit or loss.

Financial liabilities and equity instruments

1. Classification as debt or equity

Financial liabilities and equity instruments issued by the Company are classified according to the substance of the

contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

2. Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting

all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

3. Financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently

measured at amortised cost, using the effective interest rate method where the time value of money is significant.

Interest bearing bank loans, overdrafts and unsecured loans are initially measured at fair value and are

subsequently measured at amortised cost using the effective interest rate method. Any difference between the

proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of

the borrowings in the statement of profit and loss.

4. Derecognition of financial instruments

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The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset

expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial

liability (or a part of a financial liability) is derecognized from the Company’s balance sheet when the obligation

specified in the contract is discharged or cancelled or expires.

5. Fair value of financial instruments

In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions

that are based on market conditions and risks existing at each reporting date. The methods used to determine fair

value include discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of

assessing fair value result in general approximation of value, and such value may or may not be realized.

6. Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally

enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the

asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events

and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of

the Company or the counterparty.

p) Earnings per share

The basic earnings per share is computed by dividing the profit/(loss) for the year attributable to the equity

shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of

calculating diluted earnings per share, profit/(loss) for the year attributable to the equity shareholders and the

weighted average number of the equity shares outstanding during the year are adjusted for the effects of all dilutive

potential equity shares.

q) Cash and cash equivalents

Cash and cash equivalents include cash on hand and demand deposits with banks. Cash equivalents are short-term

balances (with an original maturity of three months or less), highly liquid investments that are readily convertible

into known amounts of cash and which are subject to insignificant risk of changes in value.

r) Transactions in foreign currencies

The presentation currency of the Company is Indian Rupee. Transactions in foreign currencies are recorded at the

exchange rates prevailing on the date of transaction. Foreign currency monetary assets and liabilities such as cash,

receivables, payables, etc., are translated at year end exchange rates. Exchange differences arising on settlement

of transactions and translation of monetary items are recognised as income or expense in the year in which they

arise.

s) Segment reporting

An operating segment is a component of the Company that engages in business activities from which it may earn

revenues and incur expenses, whose operating results are regularly reviewed by the Company’s chief operating

decision maker to make decisions for which discrete financial information is available. Based on the management

approach as defined in Ind AS 108, the chief operating decision maker evaluates the Company’s performance and

allocates resources based on an analysis of various performance indicators by business segments and geographic

segments.

t) Government grants

Grants from the government are recognised at fair value where there is a reasonable assurance that the grant will

be received and the Company will comply with all attached conditions.

Government grants relating to income are deferred and recognised in the profit or loss over the period necessary

to match them with the costs they are intended to compensate and presented within other income.

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Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities

as deferred income and are credited to profit and loss on a straight line basis over the expected lives of the related

assets and presented within other income.

The benefit of a government loan at below current market rate of interest is treated as a government grant.

u) Leases

As a lessee:

The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a

lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for

consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company

assesses whether:

(1) The contract involves the use of an identified asset;

(2) The Company has substantially all the economic benefits from use of the asset through the period of the lease

and

(3) The Company has the right to direct the use of the asset.

The Company recognizes a Right-Of-Use asset (“ROU”) and a corresponding lease liability for all lease

arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and

low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an

operating expense on a straight-line basis over the term of the lease. Certain lease arrangements includes the

options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes

these options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability

adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct

costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and

impairment losses. Right-of-use assets are depreciated from the commencement date on a straight-line basis over

the balance lease term of the underlying asset. Right of use assets are evaluated for recoverability whenever events

or changes in circumstances indicate that their carrying amounts may not be recoverable.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The

lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the

incremental borrowing rates in the country of domicile of the leases. Lease liabilities are re-measured with a

corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will

exercise an extension or a termination option.

Lease liability and ROU asset shall be separately presented in the balance sheet and lease payments shall be

classified as financing cash flows.

As Lessor:

A lease for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the

lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a

finance lease. All other leases are classified as operating leases.

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sublease

separately. The sublease is classified as a finance or operating lease by reference to the right- of-use asset arising

from the head lease.

For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.

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Operating lease – Rentals payable under operating leases are charged to the statement of profit and loss on a

straight line basis over the term of the relevant lease unless another systematic basis is more representative of the

time pattern in which economic benefits from the leased assets are utilised.

v) Employee share based payments:

Equity- settled share-based payments to employees are measured at the fair value of the employee stock options

at the grant date. The fair value determined at the grant date of the equity- settled share-based payments is

amortised over the vesting period, based on the Company’s estimate of equity instruments that will eventually

vest, with a corresponding increase in equity. At the end of each reporting period, the Company revises its estimate

of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any,

is recognised in the statement of profit and loss such that the cumulative expense reflects the revised estimate,

with a corresponding adjustment to the equity-settled employee benefits reserve.

w) Dividend distribution

Dividends paid (including income tax thereon) is recognised in the period in which the interim dividends are

approved by the Board of Directors, or in respect of the final dividend when approved by shareholders.

x) Rounding off amounts

All amounts disclosed in the financial statements and notes have been rounded off to the nearest million as per

the requirement of Schedule III, unless otherwise stated.

y) Standards issued but not yet effective

There is no such notification which would have been applicable from 1 April, 2021.

3 Use of estimates and critical accounting judgements:

In preparation of the financial statements, the Company makes judgements, estimates and assumptions about the

carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and the

associated assumptions are based on historical experience and other factors that are considered to be relevant.

Actual results may differ from these estimates. The estimates and the underlying assumptions are reviewed on an

ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and

future periods affected. Significant judgements and estimates relating to the carrying values of assets and liabilities

include useful lives of property, plant and equipment and intangible assets, impairment of property, plant and

equipment, intangible assets and investments, provision for employee benefits and other provisions, recoverability

of deferred tax assets, commitments and contingencies.

Presentation of Financial Information

In this Placement Document, we have included the following financial statements prepared under Ind AS (i) the

audited consolidated financial statements as of and for the years ended March 31, 2021, 2020 and 2019 comprising

the consolidated statement of assets and liabilities as of March 31, 2021, 2020 and 2019 and the consolidated

statement of profit and loss (including other comprehensive income), consolidated statement of cash flow and the

consolidated statement of changes in equity for the years ended March 31, 2021, 2020 and 2019 read along with

the notes thereto (the “Audited Consolidated Financial Statements”). Pursuant to the meeting of our Board of

Directors on November 1, 2021, we have adopted and filed with the Stock Exchanges, the Ind AS unaudited

interim financial results for the quarter and six months ended September 30, 2021, comprising the statement of

profit and loss (including other comprehensive income) for the quarter and six months ended September 30, 2021

(including the comparative financial information with respect to the quarter and six months ended September 30,

2020 and other financial information with respect to historical fiscal year/ periods as required under applicable

law) read along with the notes and the limited review report issued thereto (the “Unaudited Condensed

Consolidated Interim Financial Statements”). The Audited Consolidated Financial Statements and Statement

of Unaudited Condensed Consolidated Interim Financial Statements are collectively referred to as the “Financial

Statements”.

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In this section, we have included a comparison of our (i) unaudited interim financial results for the six months

ended September 30, 2021 with that for the six months ended September 30, 2020; (ii) audited consolidated

financial statements for Fiscal 2021 with that for Fiscal 2020; and (iii) audited consolidated financial statements

for Fiscal 2020 with that for Fiscal 2019. Our management’s discussion and analysis for Fiscal 2020 is based on

the comparative financial information included for Fiscal 2020 in our Fiscal 2021 Audited Consolidated Financial

Statements and our management’s discussion and analysis for Fiscal 2019 is based on the comparative financial

information included for Fiscal 2019 in our Fiscal 2020 Audited Consolidated Financial Statements.

Our Audited Consolidated Financial Statements and the effectiveness of internal control over financial reporting

as of March 31, 2021, 2020 and 2019 were audited by M. Anandam & Co., Chartered Accountants, our Statutory

Auditors while our Statement of Unaudited Condensed Consolidated Interim Financial Statements have been

reviewed by our Statutory Auditors.

NON-GAAP MEASURES

Earnings before Interest, Taxes, Depreciation and Amortization Expenses (“EBITDA”)/ EBITDA Margin

EBITDA presented in this Placement Document is a supplemental measure of our performance and liquidity that

is not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS or US GAAP. Further, EBITDA

is not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS or US GAAP

and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/

periods or any other measure of financial performance or as an indicator of our operating performance, liquidity,

profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind

AS, Indian GAAP, IFRS or US GAAP. In addition, EBITDA is not a standardised term, hence a direct comparison

of EBITDA between companies may not be possible. Other companies may calculate EBITDA differently from

us, limiting its usefulness as a comparative measure. Although EBITDA is not a measure of performance

calculated in accordance with applicable accounting standards, our Company’s management believes that it is

useful to an investor in evaluating us because it is a widely used measure to evaluate a company’s operating

performance.

The following tables set forth certain information with respect to our Earnings before Interest, Taxes, Depreciation

and Amortization Expenses (EBITDA) for the periods indicated. EBITDA is calculated as profit for the year /

period plus total tax expenses, depreciation and amortization expenses, finance costs, exceptional items less other

income while EBITDA Margin is the percentage of EBITDA divided by revenue from operations.

(₹ million)

Particulars Six months ended September 30,

2021

Six months ended September 30,

2020

Profit for the Period 296.72 149.70

Adjustments:

Add: Tax Expenses 98.50 52.22

Add: Finance Costs 54.41 45.88

Add: Depreciation and

Amortization 126.90 103.97

Less: Other income 3.45 3.36

Earnings before interest, taxes,

depreciation and amortization

expenses

(EBITDA) (A) 573.08 348.41

Revenue from operations (B) 2,932.62 1,843.57

EBITDA Margin (EBITDA as a

percentage of Revenue from

operations)

(A/B) 19.54% 18.90%

(₹ million)

Particulars Fiscal 2021 Fiscal 2020 Fiscal 2019

Profit for the Period 479.56 374.38 319.18

Adjustments:

Add: Tax Expenses 159.75 108.93 158.60

86

Add: Finance Costs 99.44 103.98 75.69

Add: Depreciation and

Amortization 215.05 192.16 161.05

Less: Other income 8.85 11.59 11.28

Earnings before interest,

taxes, depreciation and

amortization expenses

(EBITDA) (A) 944.95 767.86 703.24

Revenue from operations

(B) 4,789.25 4,382.02 4,057.19

EBITDA Margin

(EBITDA as a percentage

of Revenue from

operations)

(A/B) 19.73% 17.52% 17.33%

Results of Operations

The following table sets forth our income statement data for our consolidated operations for the periods indicated:

Particulars

Six months ended September 30,

2021

Six months ended September 30,

2020

(₹ million)

Percentage of

total income

(%)

(₹ million)

Percentage of

total income

(%)

Income

Revenue from operations 2,932.62 99.88% 1,843.57 99.82%

Other income 3.45 0.12% 3.36 0.18%

Total income 2,936.07 100.00% 1,846.93 100.00%

Expenses

Cost of materials consumed 1,748.59 59.56% 1,073.67 58.13%

Changes in inventories of finished

goods and work-in-progress (16.63) (0.57)% (32.06) (1.74)%

Employee benefits expense 182.48 6.22% 145.44 7.87%

Finance costs 54.41 1.85% 45.88 2.48%

Depreciation and amortization

expense 126.90 4.32% 103.97 5.63%

Other expenses 445.09 15.16% 308.11 16.68%

Total expenses 2,540.85 86.54% 1,645.02 89.07%

Profit before tax 395.23 13.46% 201.92 10.93%

Tax expense:

(1) Current tax 89.24 3.04% 48.78 2.64%

(2) Earlier year’s taxes - - - -

(3) Deferred tax 9.26 0.32% 3.44 0.19%

Profit for the period 296.72 10.11% 149.70 8.11%

Other comprehensive income

a) Items that will not be

reclassified to profit or loss

i) Remeasurement of defined

benefit plans (1.50) (0.05)% (3.10) (0.17)%

ii) Fair value changes in equity

instruments 80.45 2.74% 12.60 0.68%

iii) Income tax relating to items (i)

0.38 (0.013%) 0.79 0.043%

b) Items that will be reclassified to

profit or loss

i) Exchange differences in

translating the financial

statements of a foreign operation 0.00 0.00% (0.27) (0.01)%

87

Other comprehensive income

(net of tax ) 79.33 2.70% 10.00 0.54%

Total comprehensive income for

the year 376.06 12.81% 159.70 8.65%

Six months ended September 30, 2021 compared to six months ended September 30, 2020

The six months period ended September 30, 2020 included first quarter where in the operations are effected due

to COVID – 19 pandemic and resumed to normalcy towards the end of the first quarter and in the second quarter,

due to which the numbers and ratios are not relatively comparable.

Income

Total income increased by 58.97% from ₹ 1,846.93 million in the six months ended September 30, 2020 to ₹

2,936.07 million in the six months ended September 30, 2021.

Revenue from Operations

Revenue from operations increased by 59.07% from ₹ 1,843.57 million in the six months ended September 30,

2020 to ₹ 2,932.62 million in the six months ended September 30, 2021. This was due to impact of COVID-19

pandemic on the operations of the Company in the early part of the Fiscal 2020. However, the Company was able

to recover from the early setbacks and slowly reached normalcy by June 2020.

Other Income

Other income decreased slightly by 2.71% from ₹ 3.36 million in the six months ended September 30, 2020 to ₹

3.45 million in the six months ended September 30, 2021. This was due to dividend income received on investment

and exchange rate fluctuations on forex exposures.

Expenses

Total expenses increased by 54.46% from ₹ 1,645.02 million in the six months ended September 30, 2020 to ₹

2,540.85 million in the six months ended September 30, 2021 primarily on account of increase in revenue from

operations, cost of raw material consumed, increase in employee benefit expenses.

Cost of materials consumed

Costs of materials consumed increased by 62.86% from ₹ 1,073.67 million in the six months ended September

30, 2020 to ₹ 1,748.59 million in the six months ended September 30, 2021 primarily on account of increase in

raw material prices from ₹ 94.4 to 116 per kg and proportionate increase in revenue to the tune of 59.07%

explained above.

Changes in inventories of finished goods and work-in-progress

Changes in inventories of finished goods and work-in-progress changed by 48.13% from ₹ (32.06) million in the

six months ended September 30, 2020 to ₹ (16.63) million in the six months ended September 30, 2021 primarily

on account of decrease of sales in the first half of 2020 due to lock down.

Employee Benefit Expenses

Employee benefit expenses increased by 25.46% from ₹ 145.44 million in the six months ended September 30,

2020 to ₹ 182.48 million in the six months ended September 30, 2021. This was due to expenses incurred on staff

welfare in order to safeguard the employees and manpower from Covid-19. Our Company has paid incentive to

its manpower during lockdown period and increment in salaries and wages at an average rate of 7%.

Finance Costs

88

Finance costs increased by 18.59% from ₹ 45.88 million in the six months ended September 30, 2020 to ₹ 54.41

million in the six months ended September 30, 2021, primarily on account of sales invoice discounting charges

and new term loan borrowings from banks resulted in higher finance costs.

Depreciation and Amortization Expenses

Depreciation and amortization expenses increased by 22.05% from ₹ 103.97 million in the six months ended

September 30, 2020 to ₹ 126.90 million in the six months ended September 30, 2021 on account of new machinery

and equipment and building was added to gross block as the expansion has took place in large scale.

Other Expenses

Other expenses increased by 44.46% from ₹ 308.11 million in the six months ended September 30, 2020 to ₹

445.09 million in the six months ended September 30, 2021. This is relatable to operations and revenue which has

also witnessed a steep hike between the periods under comparison.

Profit before Tax

For the reasons discussed above, profit before tax was ₹ 201.92 million in the six months ended September 30,

2020 and profit before tax was ₹ 395.23 million in the six months ended September 30, 2021.

Provision for Taxation

Our tax expenses in the six months ended September 30, 2020 were ₹ 52.22 million, comprising of current tax of

₹ 48.78 million and deferred tax charge of ₹ 3.44 million. Our tax expenses in the six months ended September

30, 2021 were ₹ 98.50 million, comprising of current tax of ₹ 89.24 million and deferred tax charge of ₹ 9.26

million.

Our effective tax rate in the six months ended September 30, 2020 and September 30, 2021 was 25.86% and

24.92%, respectively.

Profit for the Period

Profit for the period was ₹ 149.70 million in the six months ended September 30, 2020. In the six months ended

September 30, 2021, profit for the year was ₹ 296.72 million.

Other Comprehensive Income

Other Comprehensive Income increased by 693.10% from ₹ 10.00 million during the six months ended September

30, 2020 to ₹ 79.33 million during the six months ended September 30, 2021, which was due to change in MTM

value of investment between COVID Pandemic and post COVID Pandemic.

Total Comprehensive Income for the Period

Total comprehensive income for the period was ₹ 159.70 million in the six months ended September 30, 2020. In

six months ended September 30, 2021, total comprehensive income for the year was ₹ 376.06 million.

Earnings before Interest, Taxes, Depreciation and Amortisation (EBITDA)

Our EBITDA was ₹ 348.41 million in the six months ended September 30, 2020. In six months ended September

30, 2021, our EBITDA was ₹ 573.09 million. EBITDA margin was 18.90% and 19.54% in the six months ended

September 30, 2020 and September 30, 2021, respectively.

The following table sets forth our income statement data for our consolidated operations for the Fiscal 2021, 2020

and 2019:

89

Particulars

Fiscal 2021 Fiscal 2020 Fiscal 2019

(₹ million)

Percentage

of total

revenue (%)

(₹

million)

Percentage

of total

revenue

(%)

(₹ million)

Percentage

of total

revenue (%)

Income

Revenue from

operations 4,789.25

99.82% 4,382.02 99.74% 4,057.19

99.72%

Other income 8.85 0.18% 11.59 0.26% 11.28 0.28%

Total income 4,798.10 100.00% 4,393.62 100.00% 4,068.47 100.00%

Expenses

Cost of materials

consumed 2,777.68 57.89% 2,496.74 56.83% 2,382.58 58.56%

Changes in inventories

of finished goods and

work-in-progress (53.67) -1.12% 8.06 0.18% (12.86) -0.32%

Employee benefits

expense 328.93 6.86% 314.84 7.17% 282.99 6.96%

Finance costs 99.44 2.07% 103.98 2.37% 75.69 1.86%

Depreciation and

amortization expense 215.05 4.48% 192.16 4.37% 161.05 3.96%

Other expenses 791.36 16.49% 794.53 18.08% 701.24 17.24%

Total expenses 4,158.79 86.68% 3,910.31 89.00% 3,590.69 88.26%

Profit before tax 639.31 13.32% 483.30 11.00% 477.78 11.74%

Tax expense:

(1) Current tax 156.42 3.26% 121.67 2.77% 135.60 3.33%

(2) Earlier year’s taxes (1.75) (0.04)% 0.15 0.00% (5.29) (0.13)%

(3) Deferred tax 5.08 0.11% (12.90) (0.29)% 28.28 0.70%

Profit for the period/

year 479.56 9.99% 374.38 8.52% 319.18 7.85%

Other comprehensive

income

a) Items that will not be

reclassified to profit or

loss

i) Remeasurement of

defined benefit plans (2.91) (0.06)% (6.24) (0.14)% (4.59) (0.11)%

ii) Fair value changes in

equity instruments 13.13 0.27% (23.82) (0.54)% (5.93) (0.15)%

iii) Income tax relating

to items (i) & (ii) above 0.73 0.02% 1.57 0.04% 1.60 0.04%

b) Items that will be

reclassified to profit or

loss

i) Exchange differences

in translating the

financial

statements of a foreign

operation (1.08) (0.02)% 0.33 (0.01)% 1.98 0.05%

Other comprehensive

income (net of tax ) 9.88 0.21% (28.16) (0.64)% (6.93) (0.17)%

Total comprehensive

income for the period/

year 489.44 10.20% 346.22 7.88% 312.25 7.67%

Fiscal 2021 compared to Fiscal 2020

Total Income

90

Total income increased by 9.21% from ₹ 4,393.62 million in Fiscal 2020 to ₹ 4,798.10 million in Fiscal 2021.

The increase in total income was primarily due to on account of higher demand of our IML products for paints

industry and FMCG.

Revenue from Operations

Revenue from operations increased by 9.29% from ₹ 4,382.02 million in Fiscal 2020 to ₹ 4,789.25 million in

Fiscal 2021. This increase in our revenue from operations was primarily driven by on account of higher demand

of our IML products for paints industry

Other Income

Other income decreased by 23.65% from ₹ 11.59 million in Fiscal 2020 to ₹ 8.85 million in Fiscal 2021 primarily

due to variation in dividend income on investment and exchange rate fluctuations on forex exposures.

Total Expenses

Total expenses increased by 6.35% from ₹ 3,910.31 million in Fiscal 2020 to ₹ 4,158.79 million in Fiscal 2021.

The increase/decrease in our total expenses was primarily due to reasons mentioned below:

Cost of materials consumed

Costs of materials consumed increased by 11.25% from ₹ 2,496.74 million in Fiscal 2020 to ₹ 2,777.68 million

in Fiscal 2021 primarily on account of proportionate increase in revenue and also due to increase in raw material

prices. As we are shielded with price escalation clause for most of our supplies, the impact of change in Raw

material price has not affected our consumption ratio and efficiency ratio remained the same in increased volumes

and our business.

Changes in inventories of finished goods and work-in-progress

Changes in inventories of finished goods and work-in-progress changed by (765.88)% from ₹ 8.06 million in

Fiscal 2020 to ₹ (53.67) million in Fiscal 2021 primarily on account of inventory and work in progress had been

piled up since there was a lock down declared by Central Govt due to Covid-19. After lockdown has been lifted,

all the piled up inventory has been cleared. The average stock levels of the company is maintained usually around

15 inventory days over the above periods, however due to lock down in 4th Quarter of 19-20 and impact on

production, the stocks were at a lower level which is normalised by March 20-21.

Employee Benefit Expenses

Employee benefit expenses increased slightly by 4.48% from ₹ 314.84 million in Fiscal 2020 to ₹ 328.93 million

in Fiscal 2021. This was due to welfare expenses incurred for Covid -19 and annual salary increments to

employees.

Finance Costs

Finance costs decreased slightly by 4.36% from ₹ 103.98 million in Fiscal 2020 to ₹ 99.44 million in Fiscal 2021,

is primarily on account of application money received from right issue reducing working capital requirements and

decrease in interest rates.

Depreciation and Amortization Expenses

Depreciation and amortization expenses increased by 11.91% from ₹ 192.16 million in Fiscal 2020 to ₹ 215.05

million in Fiscal 2021 on account of new projects and new assets added to gross block.

Other Expenses

Other expenses decreased marginally by 0.40% from ₹ 794.53 million in Fiscal 2020 to ₹ 791.36 million Fiscal

2021. This marginal decrease was primarily on account of travelling and sale promotion expenses during covid-

19.

91

Profit before Tax

For the reasons discussed above, profit before tax was ₹ 483.30 million in Fiscal 2020 and profit before tax was

₹ 639.31 million in Fiscal 2021.

Provision for Taxation

Our tax expenses in Fiscal 2020 were ₹ 108.93 million, comprising of current tax of ₹ 121.67 million, earlier

year’s taxes of ₹ 0.15 million and deferred tax benefit of ₹ (12.90) million. Our tax expenses in Fiscal 2021 were

₹ 159.75 million, comprising of current tax of ₹ 156.42 million, earlier year’s taxes of ₹ (1.75) million and deferred

tax charge of ₹ 5.08 million.

Our effective tax rate in Fiscal 2020 and Fiscal 2021 was 22.54% and 24.99%, respectively.

Profit for the year

For the reasons discussed above, profit for the year increased by 28.10% from ₹ 374.38 million in Fiscal 2020 to

₹ 479.56 million in Fiscal 2021.

Other Comprehensive Income

Other Comprehensive Income was ₹ 9.88 million in Fiscal 2021 as compared to ₹ (28.16) million in Fiscal 2020,

which was due to change in MTM value change of current investment.

Total Comprehensive Income for the Year

For the reasons discussed above, total comprehensive income for the year increased by 41.37% from ₹ 346.22

million in Fiscal 2020 to ₹ 489.44 million in Fiscal 2021.

Earnings before Interest, Taxes, Depreciation and Amortisation (EBITDA)

Our EBITDA increased by 23.07% from ₹ 767.85 million in Fiscal 2020 to ₹ 944.96 million in Fiscal 2021.

EBITDA margin was 17.52% in Fiscal 2020 compared to 19.73% in Fiscal 2021.

Fiscal 2020 Compared to Fiscal 2019

Total Income

Total income increased by 7.99% from ₹ 4,068.47 million in Fiscal 2019 to ₹ 4,393.62 million in Fiscal 2020.

The increase in total income was primarily due to an increase in our sales as explained above.

Revenue from Operations

Revenue from operations increased by 8.01% from ₹ 4,057.19 million in Fiscal 2019 to ₹ 4,382.02 million in

Fiscal 2020. This increase in our revenue from operations was primarily driven by an increase in our domestic

sales. For Fiscal 2020 domestic sales increased by 7.7% compared to Fiscal 2019 primarily on account of higher

demand of our IML products for paints industry. The IML products contributed over 66.39% of our total revenue

from operations for Fiscal 2020 compared to 64.82% in Fiscal 2019.

Other Income

Other income increased slightly by 2.78% from ₹ 11.28 million in Fiscal 2019 to ₹ 11.59 million in Fiscal 2020

primarily due to proportionate increase in (a) dividend income from current investments and (b) interest income.

Total Expenses

Total expenses increased by 8.90% from ₹ 3,590.69 million in Fiscal 2019 to ₹ 3,910.31 million in Fiscal 2020.

The increase/decrease in our total expenses was primarily due to reasons mentioned below:

92

Cost of materials consumed

Costs of materials consumed increased slightly by 4.79% from ₹ 2,382.58 million in Fiscal 2019 to ₹ 2,496.74

million in Fiscal 2020 primarily on account of increased production and revenue. In Fiscal 2020, we spent ₹

20,39.07 million for 23,553 tonnes of polymer in comparison to Fiscal 2019, where we spent ₹ 2,013.16 million

for 21,962 tonnes of polymer.

Changes in inventories of finished goods and work-in-progress

Changes in inventories of finished goods and work-in-progress changed by (162.69)% from ₹ (12.86) million in

Fiscal 2019 to ₹ 8.06 million in Fiscal 2020 primarily on account of inventory and work in progress had been

piled up since there was a lock down declared by Central Govt due to Covid-19. After lockdown has been lifted,

all the piled up inventory has been cleared. The average stock level of the Company is maintained usually around

15 inventory days which is normalised during the subsequent periods.

Employee Benefit Expenses

Employee benefit expenses increased by 11.25% from ₹ 282.99 million in Fiscal 2019 to ₹ 314.84 million in

Fiscal 2020. The increase is primarily on account of increase in employee base due to addition of new plants apart

from annual increments.

Finance Costs

Finance costs increased by 37.38% from ₹ 75.69 million in Fiscal 2019 to ₹ 103.98 million in Fiscal 2020,

primarily on account of increase in term loans for expansion of new units, and higher average working capital

borrowings due to increase in production and sales.

Depreciation and Amortization Expenses

Depreciation and amortization expenses increased by 19.32% from ₹ 161.05 million in Fiscal 2019 to ₹ 192.16

million in Fiscal 2020 on account of a full year depreciation fixed assets commissioned on modernisation of

existing plants during previous year and on account of operation of our manufacturing plants and capitalisation of

Capital works in progress.

Other Expenses

Other expenses increased by 13.30% from ₹ 701.24 million in Fiscal 2019 to ₹ 794.53 million Fiscal 2020. This

increase was primarily on account of proportionate increase in revenue and increase in 2 new manufacturing

plants.

Profit before Tax

For the reasons discussed above, profit before tax increased slightly by 1.16% from ₹ 477.78 million in Fiscal

2019 to ₹ 483.30 million in Fiscal 2020.

Provision for Taxation

Our tax expenses in Fiscal 2019 were ₹ 158.60 million, comprising of current tax of ₹ 135.60 million, earlier

year’s taxes of ₹ (5.29) million and deferred tax charge of ₹ 28.28 million. Our tax expenses in Fiscal 2020 were

₹ 108.93 million, comprising of current tax of ₹ 121.67 million, earlier year’s taxes of ₹ 0.15 million and deferred

tax benefit of ₹ (12.90) million.

Our effective tax rate in Fiscal 2019 and Fiscal 2020 was 33.19% and 22.54%, respectively.

Profit for the year

93

For the reasons discussed above, profit for the year increased by 17.29% from ₹ 319.18 million in Fiscal 2019 to

₹ 374.38 million in Fiscal 2020.

Other Comprehensive Income

Other Comprehensive Income was ₹ (28.16) million in Fiscal 2020 as compared to ₹ (6.93) million in Fiscal 2019,

which was due to MTM value change in investment.

Total Comprehensive Income for the Year

Total comprehensive income increased by 10.88% from ₹312.25 million in Fiscal 2019 to ₹ 346.22 million in

Fiscal 2020.

Earnings before Interest, Taxes, Depreciation and Amortisation (EBITDA)

Our EBITDA increased by 9.19% from ₹ 703.24 million in Fiscal 2019 to ₹ 767.85 million in Fiscal 2020.

EBITDA margin was 17.33% in Fiscal 2019 compared to 17.52% in Fiscal 2020.

Liquidity and Capital Resources

Historically, our primary liquidity requirements have been to fund our working capital requirements and capital

expenditure. We have funded these primarily through cash generated from operations, issuance of capital and

borrowings from banks and financial institutions.

We expect to meet our working capital and planned capital expenditure requirements for the next 24 months

primarily from the cash flows from business operations, borrowings from banks and financial institutions and the

proceeds of this Fresh Issue

Cash Flows

The following table summarizes our consolidated cash flows for the periods indicated:

(₹ in million)

Particulars Six months period

ended September 30

For the year ended March 31

2021 2020 2021 2020 2019

Net Cash from Operating Activities 305.51 276.75 684.35 599.32 840.74

Net Cash Used in Investing Activities (263.34) (196.34) (587.79) (258.09) (761.76)

Net Cash Used in Financing Activities (43.23) (74.32) (95.93) (339.35) (79.06)

Net Increase / (Decrease) in Cash and Cash

Equivalents

(1.06) 6.09 0.63 1.89 0.08

Cash and Cash Equivalents at the beginning

of the period/year

4.30 3.67 3.67 1.78 1.86

Cash and Cash Equivalents at the end of the

period/ year

3.25 9.76 4.30 3.67 1.78

Operating Activities

Six months ended September 30, 2021

In the six months ended September 30, 2021, net cash generated from operating activities was ₹ 305.51 million

and the operating profit before working capital changes was ₹ 578.62 million. The change in working capital

amounted to ₹ (197.79) million, primarily due to an increase in trade receivables of ₹ 171.06 million and decrease

in trade payables of ₹ 83.51 million, amongst others. This was partially offset by increase in other financial

liabilities of ₹ 95.36 million, amongst others. Direct taxes paid (net) was ₹ 75.32 million during the six months

ended September 30, 2021.

Six months ended September 30, 2020

94

In the six months ended September 30, 2020, net cash generated from operating activities was ₹ 276.75 million

and the operating profit before working capital changes was ₹ 365.08 million. The change in working capital

amounted to ₹ (48.17) million, primarily due to an increase in trade receivables of ₹ 166.89 million and increase

in inventories of ₹ 20.03 million. This was partially offset by decrease in other assets of ₹ 61.58 million and

increase in trade payables of ₹ 36.82 million, amongst others. Direct taxes paid (net) was ₹ 40.16 million during

the six months ended September 30, 2020.

Fiscal 2021

In Fiscal 2021, net cash generated from operating activities was ₹ 684.35 million and the operating profit before

working capital changes was ₹ 959.22 million. The change in working capital amounted to ₹ (125.18) million,

primarily due to an increase in trade receivables of ₹ 313.85 million and increase in inventories of ₹ 208.25

million, amongst others. This was partially offset by a decrease in other assets of ₹ 164.35 million and an increase

in trade payables of ₹ 141.84 million, amongst others. Direct taxes paid (net) was ₹ 149.69 million in Fiscal 2021.

Fiscal 2020

In Fiscal 2020, net cash generated from operating activities was ₹ 599.32 million and the operating profit before

working capital changes was ₹ 781.79 million. The change in working capital amounted to ₹ (57.16) million,

primarily due to an increase in other assets of ₹ 100.67 million and increase in inventories of ₹ 40.59 million,

amongst others. This was partially offset by a decrease in trade receivables of ₹ 111.61 million, amongst others.

Direct taxes paid (net) was ₹ 125.31 million in Fiscal 2020.

Fiscal 2019

In Fiscal 2019, net cash generated from operating activities was ₹ 840.74 million and the operating profit before

working capital changes was ₹ 726.34 million. The change in working capital amounted to ₹ (254.55) million,

primarily due to a decrease in trade receivables of ₹ 137.64 million, decrease in inventories of ₹ 63.88 million and

an increase in other financial liabilities of ₹ 53.15 million, amongst others. This was partially offset by an increase

in inventories of ₹2.06 million and an increase in other financial assets of ₹ 16.92 million. Direct taxes paid (net)

was ₹ 140.15 million in Fiscal 2019.

Investing Activities

Six months ended September 30, 2021

Net cash used in investing activities was ₹ 263.34 million during the six months ended September 30, 2021, on

account of purchase of property, plant and equipment and intangible assets of ₹220.46 million and an increase in

capital work in progress and intangible assets under development of ₹ 46.90 million. This was partially offset by

a decrease in capital advances of ₹3.45 million and proceeds from sale of property, plant and equipment of ₹ 0.57

million.

Six months ended September 30, 2020

Net cash used in investing activities was ₹ 196.34 million during the six months ended September 30, 2020, on

account of purchase of property, plant and equipment and intangible assets of ₹177.72 million and an increase in

capital work in progress and intangible assets under development of ₹ 6.02 million. This was partially offset by

fair value changes in equity instruments of ₹12.60 million.

Fiscal 2021

Net cash used in investing activities was ₹ 587.79 million in Fiscal 2021, primarily on account of purchase of

property, plant and equipment and intangible assets of ₹ 594.77 million. This was partially offset by proceeds

from sale of property, plant and equipment of ₹5.45 million, dividend income of ₹1.27 million and a decrease in

capital work-in-progress and intangible assets under development of ₹0.25 million.

Fiscal 2020

95

Net cash used in investing activities was ₹ 258.09 million in Fiscal 2020, primarily on account of purchase of

property, plant and equipment and intangible assets of ₹410.01 million. This was partially offset by proceeds from

sale of property, plant & equipment of ₹100.89 million, a decrease in capital work-in-progress and intangible

assets under development of ₹44.89 million and dividend income of ₹6.14 million.

Fiscal 2019

Net cash used in investing activities was ₹761.76 million in Fiscal 2019, primarily on account of purchase of

property, plant and equipment and intangible assets of ₹828.87 million, payment for acquiring right-of-use assets

of ₹34.90 million and an increase in capital work-in-progress and intangible assets under development of ₹13.35

million. This was partially offset by proceeds from sale of property, plant & equipment of ₹113.88 million and

dividend income of ₹1.48 million.

Financing Activities

Six months ended September 30, 2021

Net cash used in financing activities was ₹ 43.23 million during the six months ended September 30, 2021, and

primarily consisted of dividend paid (including corporate dividend tax) of ₹ 113.29 million, repayment of current

borrowings of ₹ 93.02 million and repayment of non-current borrowings of ₹53.04 million, amongst others. This

was partially offset by proceeds from non-current borrowings of ₹ 200.00 million and proceeds from issue of

share capital of ₹2.06 million and securities premium thereon of ₹78.95 million.

Six months ended September 30, 2020

Net cash used in financing activities was ₹ 74.32 million during the six months ended September 30, 2020, and

primarily consisted of repayment of non-current borrowings of ₹54.63 million and finance costs of ₹45.88 million.

This was partially offset by proceeds from current borrowings of ₹ 17.08 million and proceeds from share

application money, pending allotment of ₹7.37 million, amongst others.

Fiscal 2021

Net cash used in financing activities was ₹ 95.93 million during Fiscal 2021, and primarily consisted of repayment

of non-current borrowings of ₹111.48 million, finance costs of ₹94.98 million and dividend paid (including

corporate dividend tax) of ₹83.72 million. This was partially offset by money received against share warrants of

₹153.38 million, proceeds from issue of share capital of ₹0.92 million and securities premium thereon of ₹25.03

million, amongst others.

Fiscal 2020

Net cash used in financing activities was ₹ 339.35 million during Fiscal 2020, and primarily consisted of dividend

paid (including corporate dividend tax) of ₹300.66 million, repayment of non-current borrowings of ₹130.69

million and finance costs of ₹100.00 million, amongst others. This was partially offset by proceeds from non-

current borrowings of ₹208.09 million, amongst others.

Fiscal 2019

Net cash used in financing activities was ₹ 79.06 million during Fiscal 2019, and primarily consisted of dividend

paid (including corporate dividend tax) of ₹133.53 million, finance costs of ₹75.69 million and repayment of non-

current borrowings of ₹58.37 million, amongst others. This was partially offset by proceeds from non-current

borrowings of ₹212.30 million.

Capital and other commitments

As at September 30, 2021, the estimated amount of contract remaining to be executed on capital account not

provided for was ₹80.70 million. The details in relation to commitments in relation to leases is as follows:

(₹ in million)

96

Particulars As at September 30 2021

Within one year 80.70

After one year but not more Nil

More than five years Nil

Total 80.70

Capital Expenditure

(₹ in million)

Particulars

Six months period ended

September 30 For the year ended March 31

2021 2020 2021 2020 2019

Tangible Assets 220.20 177.53 593.38 405.49 862.45

Intangible Assets 0.26 0.20 1.39 4.52 1.32

Work in Progress 46.90 6.01 -0.25 -44.89 13.35

Total Capital Expenditure 267.36 183.74 594.52 365.12 877.12

Contingent Liabilities

Contingent liabilities and claims against us, to the extent not provided for, as at September 30, 2021 are described

below:

(₹ in million)

Particulars As at September 30 2021

Income tax 9.56

VAT/CST 0.15

Total 9.71

Financial indebtedness

The following table sets forth our Company’s secured and unsecured debt position (on a consolidated basis) as at

September 30, 2021.

All figures in ₹ million

Particulars

Payment due by period

Total Not later

than 1 year 1-3 years 3 -5 years

More than 5

years

Long term borrowings*

Secured 399.90 81.60 293.30 25.00 Nil

Unsecured 7.10 3.91 3.19 Nil Nil

Total Long-Term borrowings 407.00 85.51 296.49 25.00 Nil

Short Term Borrowings

Secured 728.75 728.75 Nil Nil Nil

Unsecured 0.49 0.49 Nil Nil Nil

Total Short-Term

Borrowings

729.24 729.24 Nil Nil Nil

* Including current maturities of long-term borrowings

Interest coverage ratio

Interest coverage ratio, on a consolidated basis, is calculated on the basis on profit/loss before tax plus finance

cost divided by finance cost, for the relevant fiscal year/ period.

Particulars

Six months period ended

September 30 For the year ended March 31

2021 2020 2021 2020 2019

Interest Coverage Ratio 8.26 5.40 7.43 5.65 7.31

Related Party Transactions

97

We enter into various transactions with related parties in the ordinary course of business. Primarily these

transactions include purchase of goods, services received, remuneration paid, dividend paid, salaries, sitting fee,

rent paid, rent received, dividend received and personal guarantee given to bank on behalf of related parties. For

further details relating to our related party transactions, see “Summary Financial Information” on page 33

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk (fluctuation in foreign currency exchange rates, price and interest rate), liquidity

risk and credit risk, which may adversely impact the fair value of its financial instruments. We assess the

unpredictability of the financial environment and seeks to mitigate potential adverse effects on our financial

performance.

(A) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of

changes in market prices. Market risk comprises of currency risk, interest rate risk and price risk. Financial

instruments affected by market risk include loans and borrowings, trade receivables and trade payables involving

foreign currency exposure.

(i) Foreign currency exchange rate risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of

changes in foreign exchange rates. Our exposure to the risk of changes in foreign exchange rates relates primarily

to the trade/ other payables, trade/other receivables and derivative assets/liabilities. The risks primarily relate to

fluctuations in US Dollar, AED against the functional currencies of the Company. Our exposure to foreign

currency changes for all other currencies is not material. We evaluate the impact of foreign exchange rate

fluctuations by assessing its exposure to exchange rate risks.

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because

of change in market interest rates. Our exposure to the risk of changes in market interest rates relates primarily to

the Company’s debt obligations with floating interest rates. As the Company has certain debt obligations with

floating interest rates, exposure to the risk of changes in market interest rates are dependent of changes in market

interest rates. Management monitors the movement in interest rate and, wherever possible, reacts to material

movements in such rates by restructuring its financing arrangement.

(B) Credit risk

Financial assets of the Company include trade receivables, loans to wholly owned subsidiary, employee advances,

security deposits held with government authorities and bank deposits which represent Company’s maximum

exposure to the credit risk. With respect to credit exposure from customers, we have a procedure in place aiming

to minimise collection losses. Credit control team assesses the credit quality of the customers, their financial

position, past experience in payments and other relevant factors. Our exposure to credit risk is influenced mainly

by the individual characteristics of each customer. However, management also considers the factors that may

influence the credit risk of its customer base, including default risk associate with the industry and country in

which customers operate. Credit quality of a customer is assessed based on an extensive credit rating scorecard

and individual credit limits are defined in accordance with this assessment. With respect to other financial assets

viz., loans & advances, deposits with government and banks, the credit risk is insignificant since the loans &

advances are given to its wholly owned subsidiary and employees only and deposits are held with government

bodies and reputable banks.

(C) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and our ability to meet obligations when

due and to close out market positions. The Company’s treasury maintains flexibility in funding by maintaining

deposits in banks. Management monitors cash and cash equivalents on the basis of expected cash flows.

Unusual or Infrequent Events or Transactions

98

Except as described in this Placement Document, there have been no other events or transactions that, to our

knowledge, may be described as “unusual” or “infrequent”.

Segment Reporting

Our Chairman and Managing Director, Deputy Managing Directors and Chief Financial Officer examine our

performance from a product prospective and have identified one operating segment viz Packaging containers.

Hence segment reporting is not given.

Significant Dependence on Clients

Revenues from any particular client may vary between financial reporting periods depending on the nature and

term of ongoing contracts with such client. We are dependent on a limited number of clients for a substantial

portion of our revenues. See also, “Risk Factors –We are highly dependent on certain key customers for a

substantial portion of our revenues. Any loss of such customers or a significant reduction in purchases by such

customers could adversely affect our business, results of operations and financial conditions.” on page 38.

Known Trends or Uncertainties

Other than as described in this section and in “Risk Factors” on page 38 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.

Future Relationship between Cost and Income

Other than as described in this section, “Risk Factors” and “Our Business” on pages 38 and 115, respectively, to

our knowledge there are no known factors that will have a material adverse impact on our operations and finances.

Seasonality of Business

Our business operations are not seasonal in nature.

Competitive Conditions

We operate in a competitive environment. See “Our Business”, “Industry Overview” and “Risk Factors” on pages

115, 100 and 38, respectively, for further details on competitive conditions that we face in our business.

Changes in Accounting Policies

Except as disclosed in this Placement Document, there have been no changes in our accounting policies in the last

three Fiscals and the six months ended September 30, 2021. For further information, see “Summary Financial

Information” on page 33.

Status of any publicly announced new products or business segment, if applicable

Except as disclosed in “Our Business” on page 115, we have not announced and do not expect to announce in the

near future any new products or business segments.

Reservations, Qualifications, Adverse Remarks and Matters of Emphasis

Other than as disclosed below, there have been no reservations/ qualifications/ adverse remarks/ matters of

emphasis highlighted by our Statutory Auditors in their audit reports on the Audited Consolidated Financial

Statements for the last five Fiscals and in the Statement of Unaudited Condensed Consolidated Interim Financial

Statements preceding the date of this Placement Document.

Fiscal 2020

99

The management has closed down the operations of the wholly owned subsidiary, “Mold-Tek Packaging FZE,

UAE” pending winding up formalities. The entire machinery was withdrawn from the subsidiary and installed in

Indian facilities of the Company. The Company has made an additional provision of ₹28.61 million towards loan

given.

Fiscal 2019

In view of the substantial winding down of the operations of the wholly owned subsidiary, “Mold-Tek Packaging

FZE, UAE, the Company has provided ₹100.32 million towards impairment of the investment and provision of

₹14.68 million is made towards expected credit loss on the realization of the trade receivables. We draw attention

to the impairment and expected credit loss and our opinion is not modified in respect of this matter.

For further information, see “Financial Statements” on page 191.

Significant Developments after September 30, 2021 that may affect our future results of operations

Other than as disclosed below and stated in this Placement Document, including under “Our Business”, “Risk

Factors” and in this section, to our knowledge no circumstances have arisen since the date of the last financial

information disclosed in this Placement Document which materially and adversely affect or are likely to affect,

our trading or profitability, or the value of our assets or our ability to pay our liabilities within the next 12 months.

Mold-Tek Packaging FZE (Subsidiary Company) has submitted an application on September 12, 2021, to Ras AI

Khaimah Economic Zone, Government of Ras AI Khaimah, UAE, for reduction of share capital from 5458 shares

to 10 shares of AED 1000 each. Further, the Company has entered into a sale agreement on September 14, 2021

for transfer of 10 shares. Approval for the said transactions was received on October 17, 2021. Accordingly,

necessary entries are passed during the quarter ended 30.09.2021 adjusting the provision made in the earlier years

in respect of investment in and loan to the Subsidiary.

100

INDUSTRY OVERVIEW

The information contained in this section is derived from various industry and publicly available resources. The

information also includes information available from reports or databases of CARE Advisory Research and

Training Limited (“CART”) including the report titled “Indian Packaging Industry” dated December 2021

(“CART Report”) and reports from the databases of Fior Market Research including the report titled “Indian

Rigid Plastic Packaging Market-2028” (“Fior Report”). Neither the Company, its Directors, the BRLMs nor 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 sources generally

believed to be reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed,

and their reliability cannot be assured. Industry publications are also prepared on information as of specific dates

and may no longer be current or reflect current trends. Accordingly, investment decisions should not be based on

such information.

The CARE Report contains the following disclaimer:

“This report is prepared by CARE Advisory Research and Training Limited (CARE Advisory). CARE Advisory

has taken utmost care to ensure accuracy and objectivity while developing this report based on information

available in CARE Advisory’s proprietary database, and other sources considered by CARE Advisory as accurate

and reliable including the information in public domain. The views and opinions expressed herein do not constitute

the opinion of CARE Advisory 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 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 CARE Advisory;

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

CARE Advisory which accepts no responsibility, whatsoever, for loss or damage from the use of the said

information. CARE Advisory is also not responsible for any errors in transmission and specifically states that it,

or its Directors, employees, parent company – CARE Ratings Ltd., 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 CARE

Advisory. CARE Advisory 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.”

OVERVIEW OF THE ECONOMY

Global Economy

The world economy contracted by -3.1% in CY2020 owing to the global outbreak of Covid- 19. In comparison

with the forecasts made by IMF in World Economic Outlook, July 2021, IMF downgraded its projected global

economic growth outlook for CY2021 while the estimates remained unchanged for CY2022. The global economy

is now forecasted to grow by 5.9% in CY2021 and 4.9% in CY2022. The revision made for CY2021 is due to the

downgrades made for advanced economy and low-income developing countries group. (Source: CART Report)

Exhibit 1. Global Growth Outlook Projections (%)

101

*For India, data and forecasts are presented on a fiscal year basis and GDP from 2011 onward is based on GDP

at market prices with fiscal year 2011/12 as a base year. (Source: CART Report)

IMF highlighted in its report that the economic recovery is highly dependent on vaccine access across regions,

hence economies will witness diverging recovery rates which may not remain steady as long as people are exposed

to the virus and its emerging variants. Close to 58% of the population is vaccinated in the advanced economies

while only around 36% of the population is vaccinated in the emerging economies and less than 5% of population

is vaccinated in low income group. In these economies, vaccine supply and distribution remain the primary issue.

Hence, speeding up the vaccination of the world population remains the top policy priority, while continuing the

push for widespread testing and investing in therapeutics. This would help save millions of lives and also aid in

preventing the emergence of new variants thereby hastening the global economic recovery. (Source: CART

Report)

Indian Economy

The Indian economy has registered high growth in Q1 FY22 from that in Q1 FY21. This however is a statistical

phenomenon owing to the record low reading of year ago and is not reflective of the weakness in the domestic

economy. The second wave of the pandemic has indeed been a setback to the nascent recovery of the domestic

economy that was underway during the three quarters to Q4 FY21. The re- imposition of the

restrictions/lockdowns, which were localised in many regions since the start of the current financial year has

impacted economic output in Q1 FY22. This brings into question the optimism that the localised and targeted

confinement measures tend to have a less severe impact on the economy and that businesses and households have

adapted to restrictions. The country’s economy continues to be stressed and the level of economic activity is

significantly lower than the pre-pandemic period i.e., Q1 FY20. Even though, the Q1 FY22 GDP on a year-on-

year basis grew by 20.1%, on a sequential (quarter-on-quarter) basis the domestic economy contracted by 16.9%

during the quarter following three quarters of positive growth i.e., Q2 FY21-Q4 FY21. When compared with the

pre-pandemic period i.e., Q1 FY20, the GDP growth rate in Q1 FY22 is negative 9.2%. CARE Ratings Economics

Research had estimated the country’s economy to grow by 13.1% in Q1 FY22 (year-on-year). (Source: CART

Report)

In November 2020, the Government has further unveiled measures under Atmanirbhar Package 3.0 worth ₹2.65

trillion to provide relief to the pandemic-hit economy. Of the ₹2.65 trillion measures announced under under

Atmanirhar Package 3.0, ₹1.46 trillion are Production-Linked Incentive (“PLI”) to encourage domestic

manufacturing across ten sectors, namely textiles, food, pharma, consumer durables, auto, telecom, specialty steel,

solar, electronic and battery. (Source: Ministry of Finance)

India was one of the fastest-growing economies in 2018 and 2019. Prior to the COVID-19 pandemic, India’s real

GDP increased at an eight-year CAGR of approximately 6.6% from ₹87 trillion in 2012 to ₹146 trillion in Fiscal

2020.

Exhibit 2. Real GDP growth in India (new GDP series)

-3.1 -3.4

-6.3 -4.6

-9.8

-5.3

2.3

-7.3

5.9 6.0 5.0

2.4

6.8 5.7

8.0 9.5

4.9 5.2 4.3 3.2

5.0 4.9 5.6

8.5

World Output United States Euro Area Japan United

Kingdom

Canada China India*

2020 2021E 2022E

102

PE: Provisional estimate Source: Provisional estimates of national income 2020-21, Central Statistics Office

(CSO), MoSPI

THE PACKAGING INDUSTRY

Global Market

Practically anything and everything we consume is packaged. Be it a Pin or Smart phone or from a coffee to TV

Set, everything comes in packaging. Every person in modern industrialized societies has contact with the

packaging industry every day. Population growth and urbanization are increasing trade and simultaneously, the

use of packaging. Online trade is further increasing the need for packaging. Products are also being consumed on

the go which is growing the need for food service packaging and different sizes of packaging. As per industry

estimates, the total global value of the packaging industry for CY 2019 at around USD 920 billion for CY 2019

and around USD 945 – 950 billion for CY2020. The packaging demand is now forecasted to grow steadily at a

CAGR of around 2.5 – 3 % to cross USD 1 trillion by CY 2024. Also, the flexible packaging market was around

USD 110 – 115 billion globally during CY 2019 and is also expected to grow gradually. (Source: CART Report)

Currently, Asia is the largest market and accounts for around 53.55% of world packaging consumption in CY

2020. Europe and North America in the second and third place with 21.64% and 10.25% respectively. Further

based on the per capita consumption of packaging, at there is a huge growth in the Asia-Pacific region and

especially in India for Packaging Industry. (Source: CART Report)

Exhibit 3. Global segment wise breakup of packaging materials

87 92 98 105 114 123 131 140 146 135

5.5%6.4%

7.4%8.0% 8.3%

6.8% 6.5%

4.0%

-7.3%

FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21PE

GDP at constant prices (FY12) in Rs. trillion Growth Rate

Others, 5%Glass, 7%

Metal, 15%

Flexible Packaging,

20%Board, 31%

Rigid Plastic, 22%

103

Indian Market Overview

Overview

The packaging market in India seems set for the next level of growth. Strong favorable demographics aside, factors

such as increasing disposable income levels, rising consumer awareness and demand for processed food, and the

multinational giants taking rapid strides in the food, beverages, cosmetics & toiletries and pharmaceuticals space,

are expected to be the key drivers of this growth story. These factors are forcing both packaging suppliers and

end-user industry to shift from bulk packaging to retail, unit-level and small-sized packaging. In addition,

exploding organized retail growth and newly relaxed FDI investment norms in retail and other sectors augur well

for packaging market in India. (Source: CART Report)

Packaging is among the high growth industries in India. The size of the Indian Packaging Sector was valued to be

US$73 billion in FY2020 and is estimated to be US$ 84 billion in FY2021. It is expected to grow to US$ 205

billion in FY2025 with CAGR of 25-27% and becoming a preferred hub for packaging industry Currently, Retail

Market being the 5th largest sector of India's economy, has reported steady growth over past several years and

shows high potential for much expansion, particularly in the export market. Costs of processing and packaging

food can be 40% lower than of in Europe which, combined with India's resources of skilled labor, make it an

attractive venue for investment. A high degree of potential exists for almost all user segments which are expanding

appreciably-processed foods, hard and soft drinks, fruit and marine products. (Source: CART Report)

The Indian packaging industry has made a mark with its exports that comprise flattened cans, printed sheets and

components, crown cork, lug caps, plastic film laminates, craft paper, paper board and packaging machinery,

while the imports include tinplate, coating and lining compounds and others. In India, the fastest growing

packaging segments are laminates and flexible packaging, especially PET and woven sacks. Over the last few

years Packaging Industry is an important sector driving technology and innovation growth in the country and

adding value to the various manufacturing sectors including agriculture and FMCG segments. (Source: CART

Report)

While the sector presents a lot of opportunity for larger players, there are attendant challenges due to lack of

regulatory clarity arising from multiple legislations that define the sector; the need to meet more stringent

packaging norms laid down by the entry of global players such as Walmart; as well as the rising consumer

awareness on sustainable packaging, requiring a shift to more green materials and innovations that require

investments in R&D as well as infrastructure. The global packaging industry is developing and expanding day by

day and Indian packaging industry is also growing at rapidly. This growth is primarily driven by factors like

growing pharmaceutical, food processing, manufacturing industry, FMCG, healthcare sector and ancillary in the

emerging economies like China, India, Brazil, Russia and few other East European countries. (Source: CART

Report)

SEGMENTS OF THE INDIAN PACKAGING INDUSTRY

The packaging plays a large role in the perceived value of a product and as a whole, the packaging industry really

hasn’t changed too much in the past years, compared to the constant innovations made in portable technology.

With all the packaging and box choices available in today’s market, it often becomes difficult to select the most

appropriate packaging solution for the product. Packaging in general is classified into two significant types i.e.

Rigid Packaging and Flexible Packaging. (Source: CART Report)

Exhibit 4. Elucidation of Market Segments

Parameter Rigid Packaging Flexible Packaging

Overview

Rigid plastic refers to products and packaging made of

plastic resin, consisting predominantly of moulded plastic,

such as food containers, tubes, cups, bottles, pots, cans and

closures.

Flexible packaging is defined as

a package whose shape is not

rigid and can be easily changed,

when filled and during use. It

includes packaging utilizing

paper, plastic film, foil,

metallized or coated papers, and

104

Parameter Rigid Packaging Flexible Packaging

any combination of these

materials.

Key

Materials

Used

The major materials in rigid plastics are PET, PP and

HDPE

Plastics, paper and metals are the

key materials used in flexible

packaging products, which are

made from foil or paper sheet or

laminated paper and plastic

layers.

Production

Processes

Based on the production process, the rigid plastic segment

is divided into injection molding, blow molding and

injection blow molding.

Key USPs

Rigid plastics offer an edge over flexible packaging and

the majority of the available recycled content comes from

rigid packaging, although the capacity to use recycled

content is not restricted by package format.

For both recyclability and re-usability, rigid packaging

offers the best alternative compared to flexible, glass or

metal packaging.

One of the key functions of a

package is to contain and protect

the product by creating an

effective barrier between the

product and the environment to

prevent the product from

becoming waste.

Market Size -

India

Flexible packaging is estimated

at US$ 13 Billion for the year

FY2020 and expected to reach

US$17-18 Billion growing about

10-12% CAGR by FY2025.

End User

Segments

Food, Beverage, non-Food

Various applications of flexible

packaging in the food industry

include packaging of ready- to-

eat food items, boil-in-bag

pouches, and foods that are often

transferred from freezer-to-

microwave. The non-food

applications include insulation,

cosmetics and healthcare.

Key Players

Key players in the rigid plastic packaging sector include

ALPLA India, Manjushree Technopack, HitechPlast, AVI

Global Plast, Bloom Packaging, Garden Polymers,

Graham Blow Pack, Gerresheimer, Himalayan Group,

Mold-tek Packaging, Pearl Polymers, Rexam Pharma,

S.D International, Sunrise Containers and Weener Empire

Plastics.

Essel Propack, UFlex, Time

Technoplast. Huhtamaki PPL,

Polyplex Corporation,

Sizes Suitable for Bigger Packs Good For Smaller Packs

Energy

Saving High Low

Source: CART Report

Rigid Packaging

Rigid plastic refers to products and packaging consisting predominantly of moulded plastic, such as food and

product containers. Rigid plastic is defined as any item that is primarily made of plastic resin; has a relatively

0

2

4

6

8

10

12

14

FY18 FY20 FY22F FY24F

Rigid Packaging Market (US$bn)

105

rigid fixed shape or form; and is capable of keeping its shape or form, whether empty or full, under typical use,

regardless of the product it contains or any other external support. (Source: Fior Report)

Rigid plastic refers to products and packaging made of plastic resin, consisting predominantly of moulded plastic,

such as food containers, tubes, cups, bottles, pots, cans and closures. Rigid packaging material finds usage in all

packaging related applications and is fast replacing traditional packaging materials like metal cans, glass bottles,

aluminum collapsible tubes and metal caps. In India this category is driven by the companies seeking lower cost

of packaging, introduction of new products that fit this category, expanding middle class consumers shift from

‘loose’ products to packaged products, modern retail formats that increase value of product presentation and

growing aspirations to consume better quality products. The major materials in rigid plastics are PET, PP and

HDPE. (Source: CART Report)

Based on the production process, the rigid plastic segment is divided into injection molding, blow molding and

injection blow molding. Across all segments and product categories, there is a need for Ultra HD quality branding

and decoration. IML is considered as the gold standard for decoration of rigid plastic packaging. As this process

is fully automated, it is most suitable for Food, Beverage and FMCG segments. Moldtek is the pioneer in

introducing this technology to India. A lot of companies followed the suit catering to the growing demand in India.

(Source: CART Report)

Rigid plastics offer an edge over flexible packaging and the majority of the available recycled content comes from

rigid packaging, although the capacity to use recycled content is not restricted by package format. For both

recyclability and re-usability, rigid packaging offers the best alternative compared to flexible, glass or metal

packaging. 1. From non-homogenous structures to Homogenous structures (ex- PET+PP or PS+PP will be

avoided) 2. From less micron (thinner) plastic solutions to more thicker (rigid) plastic packaging 3. Focus on re-

use of plastic. Re-processes material in making packaging

Exhibit 5. Rigid Plastic Packaging across end-use sectors

Exhibit 6. Rigid Plastic Packaging market across India by end-use sectors, CY2020

(Source: CART Report)

In Mold Label Injection

Beverage

•CSD

•Bottled water

•Fruit beverage- Fruit Juice &

Fruit drink, nectar ,squash

•Alcoholic Beverage-Liquor ,

Beer

•Others-energy drink

Food

•Cooking medium-edible oil &

Vanaspati

•Milk & dairy Product– malted

milk, Butter, ghee, yoghurt,

Milk powder, ice cream

•Confectionery

•Other Foods-Pickle, Sauce,

honey, jam, sweetener, fruits,

vegetables, etc.

Non Food

•Pharmaceuticals- pharmaceutical

products

•Household products –

insecticides, cleaning products

•Paints & varnishes

•Lubricants

•Other non-foods-agro chemicals,

adhesives, etc.

Beverage, 30%

Food, 20%

Non-Food, 50%

106

In-mold labeling (IML) describes a fully automated process in which the pre-printed IML film label is placed in

the mold before the container is created. The label seamlessly fuses to the hot plastic material as it’s being molded,

combining the production and labeling processes and eliminating the need for post-mold labeling. After curing,

the container and the label become single water- and scratch-resistant pieces. This process is more efficient than

other labeling methods, leading to less waste and resulting in a product that is both durable and easily recyclable

/ regrindable. In-mold labeling is used in three types of applications: injection molding, blow molding, and

Thermoforming & IML processes. With injection molding, heated plastic or polypropylene is injected into a mold.

Ideal for smaller plastic bottles, the Injection Blow Moulding process can be used to mould a wide variety of

polymers, including PET and HDPE. It’s commonly used for producing small containers, like butter tubs or ice

cream containers. (Source: Fior Report)

IML is a significantly growing technology, which involves the label becoming an integral part of the container

since the material of the container & the label is similar, which helps in molecular bonding. IML has been

traditionally used for packing yellow fat, ice cream, and yogurt. It is now venturing into the packing of other

prepared food products. In-mold labeling combines decoration and manufacturing of a bottle or a container in one

single process. Hence, IML is one of the most effective and economical product decorating processes in the long

run. In-mold labels provide flexibility to the F&B manufacturers in terms of printing processes and color selection

to enhance product visibility and brand identification in the market. The rise in consumer preference for

lightweight and highly aesthetic packaging is expected to motivate the vendors to invest in technology in the

global in-mould labels market during the forecast period. The increase in environmental concerns and the need to

reduce pollution have led to more emphasis being placed on sustainability, i.e., the use of recyclable materials,

especially plastic, in labeling and the use of resins derived from renewable resources. Vendors are increasing their

investment in the development of eco-friendly label products and promoting environmental sustainability.

(Source: Fior Report)

Players in the IML Space

Hyderabad-based Mold-Tek Packaging Limited is the leader in Injection molded plastic containers in India. Mold-

tek is the first Company in India to introduce the “In-Mold Labelling (IML)” concept for decorating plastic

containers using ROBOTS. IML enables photographic quality decoration, maintaining complete hygiene and

hands-free production. Mold-Tekis the only packaging company in the world to design and manufacture ROBOTS

in-house for IML decoration at 1/3rd the cost of imported ones apart from manufacturing IML labels in-house.

(Source: Fior Report)

Indian food and dairy markets have led the adoption of IML. Dairy foods such as soft spreads, cheeses, sauces

and ice-cream are ‘well-suited for food applications because the label is protected from water, ice and other

environmental factors. Other factors are making IML attractive to brand owners including a lower packaging

weight and a growing demand for in-mold labeling in thin-walled containers. In-mold labeling also can provide

greater protections for brand owners. IML is alos beginning to be adopted in personal and home care products in

India. IML containers are 100% recyclable as both the label as well as the container are made of the same material.

Hence, there is no need for label separation which any other form of decoration technique struggles with thus

rendering the plastic only reusable but not recyclable. IML containers can be completely ground to plastic granules

which can be reused for making nonfood packaging. Advantages of IML are surplus including barcode printing,

QR coding, outstanding quality, hygiene and suitability for D2F (Direct to fill) operations, improved barrier

properties that helps extend the shelf life of the filled goods, and better heat, moisture and chemical resistance of

labels compared to other types of decoration. Many companies from the India are focusing on the IML packaging

segment and adopting the various strategies to gain the competitive market share in the Industry. (Source: Fior

Report)

Mold-Tek introduced Square shaped packs for edible oil and ghee packaging with IML decoration, which are

certified as the only available option to 100% arrest adulteration and counterfeiting widely prevalent in these

industries. Mold-Tek is considered as the go-to company for IML packs for Mondelez, P&G, Unilever, Nestle,

ITC, Amul and more than 100 other clients. (Source: Fior Report)

In November 2018, The Indian operations of privately owned Ajanta Packaging has been acquired by Mumbai

headquartered Huhtamaki-PPL. Ajanta packaging has been a leading provider of labels with units at multiple

locations. They have factories at Daman and Baddi. The merger will enable customers to get benefits of new

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technologies and stronger innovation capability. This partnership will further consolidate HPPL’s position of

being the leader in labelling market in India. (Source: Fior Report)

Injection Molding

Injection moulding is a process that involves injecting molten plastic components into a mould, cooling them

down, and hardening them. Injection moulding is a procedure for mass-producing items in huge quantities. It's

most commonly utilised in mass-production procedures when the identical part is made thousands, if not millions,

of times in a row. Injection moulding has a low scrap rate compared to traditional production procedures such as

CNC machining, which removes large portions of a plastic block or sheet. However, when compared to additive

manufacturing technologies like 3D printing, which have even lower scrap rates, this can be a disadvantage.

(Source: Fior Report)

Blow Molding

Blow moulding is the process of inflating or blowing a thermoplastic molten tube termed a parison into the shape

of a mould cavity to create a hollow item. Extruding or dropping a parison on which female mould halves are

closed is the process. Extrusion blow moulding, stretch blow moulding, and injection blow moulding are the three

basic thermoplastic processes covered by blow moulding. The largest of the three is extrusion blow moulding,

followed by stretch blow moulding and injection blow moulding. The blow moulding business as a whole is

increasing at a pace of 3–5% per year and will continue to do so. (Source: Fior Report)

Injection Blow Molding

Injection blow moulding is a process in which a plastic preform is injection moulded and then transported on a

core rod to a blow mould station, where blow air enters through the core rod and lifts the hot preform material off

the core rod, forming it to the design of the female blow mould by air pressure. The blow moulds open when the

blown plastic bottle has reached the desired shape, and the core rod containing the blown bottle travels to the

stripping station, where the blown bottle is stripped off the core rod. (Source: Fior Report)

PACKAGING INDUSTRY – USER SEGMENTS

Retail Industry

Exhibit 7. Indian Retail Market Size (US$ bn)

The Indian retail industry has emerged

as one of the most dynamic and fast-

paced industries due to the entry of

several new players. Retail is India’s

largest industry and accounts for over

10 per cent of the country’s Gross

Domestic Product (GDP) and around 8

per cent of the employment. India is the

world’s fifth largest global destination

in the retail space. India ranked 16th in

the FDI Confidence Index of 2019.

Also, India ranked 2nd in the Global Retail Development Index (GRDI) in 2019. As per DPIIT, the FDI equity

inflow received by the Indian Retail Trading during the period of April’2000 to June’21 totaled to US$ 3.61

billion. Also, the Indian Retail Market attracted nearly US$ 6.2 billion from various venture capital funds and

private equity in CY2020. (Source: CART Report)

The Indian retail industry has emerged as one of the most dynamic and fast-paced industries due to the entry of

several new players. Retail is India’s largest industry and accounts for over 10 per cent of the country’s Gross

Domestic Product (GDP) and around 8 per cent of the employment. India is the world’s fifth largest global

destination in the retail space. India ranked 16th in the FDI Confidence Index of 2019. Also, India ranked 2nd in

the Global Retail Development Index (GRDI) in 2019. As per DPIIT, the FDI equity inflow received by the Indian

Retail Trading during the period of April’2000 to June’21 totaled to US$ 3.61 billion. Also, the Indian Retail

780

1,750

2020 2030P

108

Market attracted nearly US$ 6.2 billion from various venture capital funds and private equity in CY2020. (Source:

CART Report)

The household consumption in India is growing due to growth in nuclear families, enhancement in lifestyle,

growth in purchasing power raised by income and various other factors. The Household consumption in India has

increased from INR 35-45 Trillion in CY2010 to INR 130-135 Trillion in CY 2020. Revenue of India’s offline

retailers, also known as brick and mortar (B&M) retailers, is expected to increase by US$ 1.39 billion –US$ 2.77

billion in FY20. The top 5 Retail Market Players in India account for less than 5% of Market Share in CY 2020.

However, based on the proposed growth factors it is expected to be around 10% by CY 2030. (Source: CART

Report)

Exhibit 8. Indian Packaged Staple Market (INR Billion)

People have become more

conscious on hygiene and quality

of food product which has raised

the demand for packaged and

contactless products. As per Retail

Association of India-BCG Report,

the Indian Packaged Staples

Market is expected to grow at a

CAGR of 9-10% during CY 2019-

2024 to reach INR 1700-1800Bn

by 2024.

FMCG Industry

Favorable demographics and rise in income level to boost FMCG market. FMCG market in India grew at a CAGR

of 16 per cent and is estimated to reach US$ 104- billion by 2021. The food and beverages market accounts for

nearly 3% of India’s GDP and is the single largest employer in the country, with more than 7.3 million workforce.

(Source: CART Report)

The Indian Food & Beverages sector had a market size of US$33 billion in FY 2020 which is and is expected to

reach US$ 156 billion by FY2026 implying a CAGR of 30%. India’s US$50 billion restaurant industry is set to

lose a nearly US$9 billion in CY 2020 due to COVID-19 restrictions according to the National Restaurant

Association of India (NRAI).

In India, the takeaway and drive-through contributed for nearly 1% of the overall revenue of the restaurant industry

as compared to 15-20% in US and Europe during Pre-Covid phase. However, considering the phase wise release

in restriction and fast-growing vaccination rate it seems that the market may go up to 15-20% over the next 6-9

months. (Source: CART Report)

People used to order food from Restaurants which involves proper packaging so as to maintain the hygiene,

quality, freshness and avoid spoilage. FY21 business had been impacted due to the rise of Covid-19 and the fear

amongst people to eat outside. Food Services is a US$65 bn market opportunity in India with online delivery

consisting of US$4.2bn. This is a highly unpenetrated market as compared to the other countries. (Source: CART

Report)

Pharmaceutical Industry

Be sides Food & Beverage, pharmaceuticals’ are another major user of packaging. India's domestic

pharmaceutical market is witnessing double digit growth. India is the largest provider of generic drugs globally

and accounts for 20% of global generic drug exports (in terms of volume). Also, India ranks 3rd in terms of

Pharmaceutical production by volume and 14th by value. The domestic Pharmaceutical industry includes a

network of 3,000 drug companies and nearly 14,000 manufacturing plants. As per the Indian Economic Survey

6090

150 160190 180

300

90 100

180240

300 320

480

Salt Sugar Pulses Atta Spices Rice Edible Oil

2019 2024F

109

2021, the domestic pharma market is expected to grow three times in the upcoming decade. (Source: CART

Report)

Exhibit 9. Indian Pharma Market (US$ billion)

The Indian drugs and pharmaceuticals sector

received cumulative FDI of US$18 billion

during April 2000 to June 2021. The domestic

Pharmaceutical market of India is estimated

at US$41 billion in 2021 and likely to reach

US$65 billion by 2024 and then expand to

nearly US$120 to 130 billion by 2030. The

Ayurveda sector of India reached US$4.4

billion by the end of 2018 and is expected to

grow at CAGR 16% until 2025. The generic

drug market accounts for nearly 70% of the

Indian Pharmaceutical Industry (in terms of

revenue). (Source: CART Report)

The Over-the-Counter (OTC) Drug Market of India is estimated to have grown at a CAGR of 16.3% to US$ 7

billion during 2008-16 and is further expected to grow driven by the penetration of Chemists, especially in rural

areas. The country’s OTC Market was US$4.6 billion in 2018 and is forecasted to grow at CAGR 14% to US$ 10

billion by 2024 driven by the increase of Medical Infrastructure in Rural regions and the patient’s showing

propensity to self-medicate.

Indian drugs are exported to more than 200 countries globally with USA as its major market. The Indian generic

drug accounts for nearly 20% of the global export of generic drug by volume. The Indian Pharma export grew by

around 19% to US$ 24.4 billion in FY21 which was the best growth seen in last 8 fiscal years driven by the strong

demand of Indian Generic medicines.

Pharmaceutical Packaging is now becoming the major part of the drug delivery system. Pharmaceutical companies

rely more on packaging and labelling as media to protect and promote their products, increase patient compliance,

and meet new regulations. Besides this, plastics have been gaining increasing importance in packaging of

pharmaceutical goods due to properties such as barrier against moisture, high dimensional stability, high impact

strength, resistance to strain, low water absorption, transparency, resistance to heat and flame etc.

E-Commerce Industry

Packaging for E-Commerce products delivered from one place to another need to consider more factors like

product safety, ease of storage & transportation, etc. and so has to be different from the usual retail industry.

Receiving an E-Commerce package is almost like receiving a gift that one bought for oneself and this brings

challenges and opportunities for the Packaging Industry.

Exhibit 10. Indian E-Commerce Market (US$ billion)

The E-Commerce sector is expected to grow at a CAGR

19% during the period FY 2020 to FY 2025. This growth

in the sector is driven by the increase in Number of

Mobile User, Internet Connection, grocery and

fashion/apparel. The online Grocery Market of India is

estimated to reach US$18.2 billion in CY 2024 from

US$1.9 billion in CY 2019, increasing at a significant

CAGR of 57%. The E-commerce sector of India is

projecting to increase from 4% of total food and grocery,

apparel and consumer electronics retail trade in 2020 to 8% in 2025. The e-commerce order volume in

India rose by 36% in the last quarter of 2020, with personal care, beauty and wellness segment being the

largest contributor.

41

65

130

2021E 2024F 2030F

46.2

111.4

F Y 2 0 F Y 2 5

110

Majority of the online shoppers are between the ages of 15-24 years and as it is well known, the younger generation

comparatively pay more attention to appearance and are additionally more cautious about the quality of packaging

of the products they buy.

But with a growth in E-Commerce, the demand for rigid Packaging, such as cartons or corrugated boxes is also

increasing as these are especially used when products such as electronics require firm packaging for protection –

also considering poor road infrastructure in many parts of the country. When people order products online, they

expect it to be delivered without any damage. For this, the retailers have to design qualitative Packaging that is

easy to transport and not too heavy or spacious. With the increasing penetration of E-Commerce among traditional

retailers, like groceries & pharmacies, Packaging becomes an important aspect for them as well.

Paint Industry

The Indian paint industry is over 100 years old and is the second largest in APAC region in 2020 and is estimated

to be around Rs 50,000 Crores. This segment is divided into decorative and industrial paint segments. The

decorative segment are used in real estate for exterior and interior wall paints, enamels, wood finishes and

undercoats such as primers, putties etc which account for more than 75% of the paint market in India. The

industrial segment refers to paints that go into protective coatings, such as iron, galvanised steel, aluminium and

accounts for 25% of the balance paint market in India. Asian Paints and Berger Paints are the two largest players

in the decorative paint segment accounting for 80% of their overall revenues. In the industrial paints segment,

Kansai Nerolac is the market leader accounting for 45% of the total revenue.

Trends in the Paint industry include a growth due to rise in disposable income, growth in urbanization and

nuclearization of families, spending on large scale infrastructure, increase in demand of premium products and a

growing rural market. Further, the Industry has taken new initiatives such as Odor free, dust free and water

resistant paints.

Covid-19 also set an opportunity for quick adaptability to ensure business continuity and value creation for

stakeholders. The demand for general industrial, automotive and powder coating increased after the lockdown

restrictions have been lifted. There were various legislations and amendments to the existing laws that were

enacted by the Government to boost the demand for the paint industry. E.g. liquidity support to MSME sector and

push in the infrastructure growth which will help to increase the paint consumption per kg in India.

PACKAGING INDUSTRY – TRENDS

Packaging is the fifth largest sector in India’s economy and is one of the highest growth sectors in the country.

Recent years have seen a boom in the e-commerce and the organized retail sectors in India, with the manifold

increase of packaged food consumption, awareness and a demand for quality products. This, in turn, has seen a

tremendous growth in packaging innovations across the country. Brands are catching up to the trend by using

innovative packaging solutions to enhance consumers’ experience and increase the shelf appeal of their products.

(Source: Fior Report)

Digital Packaging

Digital packaging is packaging that is made using digital technology, three dimensional software, printed

electronics and digitally controlled manufacturing protocols. It is any packaging that features connected

technology including QR codes, augmented reality, smartphone scanning and so on. Digital packaging is smart

packaging that is an important dynamic within the ecosystem of the digital marketing realm. The unique

capabilities of digital printing have captured the attention of retailers, brand owners, and packaging converters

around the country. India’s pharmaceutical packaging market is working towards creating innovative features like

digital timers and alarms on pill bottles, dose monitoring and innovative mechanised blister packs. (Source: Fior

Report)

QR Coded Containers

QR Codes are two-dimensional scannable boxes that one can find placed on beer cans, wine bottles, packaging

labels, and books. They are most commonly found on consumer goods packaging. Placing QR codes on product

packaging is an effective marketing tool because QR code scanning is fast, simple and takes the customer directly

to the product information. When it comes to cans and bottles, QR Codes can add a lot of value as well as appeal

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for the food and beverage brand. Many soda and beer brands, such as Coca-Cola are investing in QR codes as a

resource to enhance their attractiveness. For instance, upon scanning the QR Code on Coke Cans, customers can

discover details of different pop-up gigs, videos, and Coke Music Platform. (Source: Fior Report)

Personalized Packaging

Digital printing makes it easier to customize packaging and add personalization to products. This technique helps

the company to promote their name and brand in a persuasive way, standing out from the competition. For

instance, Coca-Cola launched an experiential tour that allows everyone to have a personalised bottle with their

name on it, no matter how unusual. (Source: Fior Report)

Nanotechnology

Nanotechnology in Packaging- Use of Nanotechnology is increasing rapidly in packaging especially in the food

and pharmaceutical industry. Nanotechnology is the science of using very small particles such as silver

nanoparticle, titanium nitride nanoparticle, and nano-titanium dioxide, nano-zinc oxide, etc. In a huge market of

counterfeit drugs of around $75 billion, the need for technologies to prevent counterfeiting and propagating

authentication is enormous. Nanotechnology, in pharmaceutical packaging, fights counterfeiters through placing

nano barcodes on packaging. This technology also helps tracking and tracing consignments to prevent their

unauthorised distribution. (Source: Fior Report)

Sustainability in Rigid Plastic Packaging

Sustainability in packaging would imply that trash generated by packaged goods never leaves the value chain, as

well as the use of materials that cause little to no environmental harm. Because of their diverse features and the

benefits that emerge from their use, plastics are now emerging as a more sustainable and intelligent alternative.

Using plastic packaging alternatives can lead to increased packaging weight, energy consumption, and global

warming. As a result, plastics in packaging are a sustainable option because they have a lesser environmental

impact and may be made re-sealable and/or re-usable. Plastic recycling is one of the industry's most important

moves toward innovation and sustainability. 3500 organised and 4000 unstructured plastic recycling units exist in

India. The majority of plastics (PE, PP, PVC, PET, and PS) may be recycled mechanically, but engineering plastics

(PBT, SAN, and Nylon) are only recycled by a few recyclers. Plastic recycling in India currently accounts for 3.6

million tonnes per annum (TPA) and employs over 1.6 million people.

When it comes to recyclability, rigid plastics offer an edge over flexible packaging. The demand for post-

consumer resin (PCR) in packaging is at an all-time high. (Source: Fior Report)

The majority of available recycled content comes from rigid packaging, although the capacity to use recycled

content is not restricted by package format. Other considerations, like as PCR supply, manufacturing technology,

regulatory approvals, and client needs, limit it. When creating using recycled stuff, each of these variables must

be taken into account. The demand for post-consumer resin in packaging is at an all-time high. The majority of

available recycled content comes from rigid packaging, although the capacity to use recycled content is not

restricted by package format. Other considerations, like as PCR supply, manufacturing technology, regulatory

approvals, and client needs, limit it. When creating using recycled stuff, each of these variables must be taken into

account. (Source: Fior Report)

Sustainability is merging with other significant trends1 to drive major changes in consumer packaging,

particularly regulatory and public concerns about single-use packaging waste. Regulators are taking action, and

fast-moving consumer goods (FMCG) businesses and retailers are proactively making strong commitments to

improve package sustainability and radically rethink their packaging systems. New rigid plastic packaging product

advancements are primarily concerned with sustainability and the circular economy. There are more

advancements in PET food-grade resin with recycled material, as well as an increasing need for recycled PET

packaging. Paper bottles are gaining popularity, but they are unlikely to make a significant impact on conventional

packaging markets in the near future. Chemical recycling is a burgeoning area of sustainability that may one day

offer a solution for difficult-to-recycle PET and other polymer streams as a supplement to mechanical recycling.

Chemical recycling is the process of breaking down discarded PET and other plastic containers into individual

components or chemical feedstock. Recent advancements in chemical recycling technologies may be a game

changer for PET and other packaging polymers. (Source: Fior Report)

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Demand Drivers for the Packaging Industry

Globally, the packaging sector is one of the fastest growing sectors across all industries and the industry is

estimated at US$996 billion in 2020. The future of rigid plastic packaging is supported by the growing worldwide

demand and in different areas. The desire to replace materials like glass and metal with lightweight, cost-effective,

and high-performance plastic materials will continue to benefit rigid plastic packaging. Improved barrier solutions

allow rigid plastic packaging to penetrate deeper into applications including fruit juices, milk, wine, and hot-fill

food jars.

Indian packaging industry is fragmented with unorganized players having a larger share of the segment. However,

with increasing awareness, better products and shrinking cost advantages, the industry is expected to tilt towards

organized players. In India, the sector is growing at CAGR of 22%-25% with the packaging consumption

increasing over 200% over the last decade. India’s per capita packaging consumption is increased to 8.6 kg but, it

still has a wide scope of rise as other developing countries like Taiwan and Germany having approx. 19kg and

42kg per capita consumption respectively.

The Indian packaging industry is expected to have a considerable growth based on the following factors:

Rise of organized retail

Desire for health and wellness products

Busy lifestyles and growth of single person households

Growth in smaller packages due to nuclear family and increasing rural penetration

Demand for better packaging resulting from E-commerce boom

Growing trend of packed foods to increase shelf life of food products

Packaging being used as a branding tool

Growing penetration of packaged food driven by new applications in food retailing, higher disposable

Incomes

New converting and packaging equipment, which have increased applications of poly films

Sustainability and Responsible Packaging

India’s fast growing and increasingly sophisticated middle class is driving demand for an ever growing range of

higher value processed food products which utilize flexible packaging. Currently barely 5% of food in India

reaches the consumer in pre-packaged form.

Other Demand Drivers:

Urbanization: Modern technology is now an integral part of nation's society today with high-end package usage

increasing rapidly. As consumerism is rising, rural India is also slowly changing into more of an urban society.

The liberalization of the Indian economy, coupled with globalization and the influx of the multi-nationals, has

improved the quality of all types of primary and secondary packaging. Also industrialization and expected

emergence of the organized retail industry is fuelling the growth of packaging industry. India, China and Nigeria

– together are expected to account for 35% of the growth in the world’s urban population between 2018 and 2050.

Growth in the urban population is driven by overall population increase and by the upward shift in the percentage

living in urban areas. The per capita consumption of plastics in India is low at 9.7kg as compared to world average

of 27 kg, 45kg in China and 32 kg in Brazil. Also, the packaging consumption in India has raised from 4.3kg per

person per annum to 8.6 kg per person per annum. However, this is also quite less than many developing and

developed nations. So, there is a huge growth in Packaging demand in India.

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Increasing Health Consciousness: As people are becoming more health conscious, there is a growing trend

towards well packed, branded products rather than the loose and unpackaged formats. Today even a common man

is conscious about the food intake he consumes in day-to-day life. Also, due to governments initiative for increase

in Ayurveda, there is an increased awareness of including Ayurveda in day-to-day life. This increases the market

for Ayurveda medicines and supplements.

Increasing Environmental Awareness: Owing to increasing global environmental awareness, Plastics films are

gaining popularity owing to lower environmental impact (emitting lower greenhouse gases and lighter in weight).

Flexible packaging offers a number of sustainability benefits throughout the entire cycle of the package when

compared to other packaging options.

Changing Food Habits amongst Indians: Changing lifestyles and lesser time to spend in kitchens are resulting

in more incidence of eating away from homes resulting in explosive growth of restaurants and fast food outlets

all over the country. There is a shift in Indian Household from Joint family to Nuclear family that raises the

lifestyle of people. Also, Indians are trying out newer cuisines and also purchasing similar food items for their

homes. Therefore, the review period has seen new products like pasta, soups, and noodles being launched in India,

fuelling the growth of packaging industry in India.

Personal health consciousness amongst Indians: With growing awareness towards contagious diseases,

awareness towards usage of contraceptives and disposables syringes have increased the demand for packaging

required for the same.

Increase in Rural Consumption leads to growth in retail sector: India comprises of a big rural market and there

has been growing focus on rural marketing. Rural consumption has increased, led by a combination of increasing

incomes and higher aspiration levels; there is an increased demand for branded products in rural India.

Food Waste Reduction: Approximately one-third of all food produced is disposed of before it is consumed,

resulting in 1.3 billion tons of food thrown out annually. Food waste is also a major contributor to global

greenhouse gases and is a large contributor of methane gas at landfills. Packaging, in general, and flexible

packaging in particular can help reduce food waste through methods such as portion control (to prevent overuse

and waste) and extending food shelf life.

Digitalization: The usage of Smart Phones and Internet Connections along with wireless connectivity has shown

a significant growth in the country under ‘Digital India Campaign’. This increase in digitalization has made people

connect with the world and increase the spot for Online Retail Market, Food Ordering, e-commerce, etc. Also,

through User friendly digital payments it has become very easy and transparent to customers for processing

transaction. Due to Pandemic, lots of people have re-migrated to their hometown, native place, tier-2 and tier-3

cities opting the new normal of Working from Home. The expenses in these cities and rural regions is quiet less

than that in metro-cities. Hence, this maximizes their savings and increases purchase power. Therefore, there is a

good scope of Retail market, FMCG, Pharmaceuticals and E-commerce in Tier-2 and Tier-3 cities and rural India

(as it is 70% of India’s population).

Other Future Challenges and Expectations

Increased demand for recycling technologies.

Increased demand for recyclable flexible packaging design.

Selection of materials with the lowest environmental impact – by carbon

Optimal use of materials for product protection.

New solutions in emerging sectors such as e-commerce which reduce air and packaging material used.

Support for increased collection of flexible materials.

More compostable structures, largely for foodservice.

Reduction in food waste through packaging. Tools and metrics that will help

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Measure the positive impact of packaging.

Increased development of bio-based / renewable feedstocks.

Use of recycled content (not necessarily for food applications).

OUTLOOK

Packaging is a one of the important business both in the India and globally. It is an unusual sector in that it cannot

exist on its own. The nature of packaging is such that it is intertwined with many other industries, such as food &

drink, personal care, pharmaceuticals, e-commerce, chemicals etc. The role of packaging is vital to the commercial

success of both consumer and industrial products in that it offers product protection, information and, in some

cases, plays a key marketing role.

The use of Flexible packaging is growing and is positively positioned to continue hitting on key consumer trends,

as well as future hot button topics such as e-commerce, food waste reduction, and carbon reduction opportunities.

The global packaging market is projected to grow at a CAGR of 2.8% to US$ 1053 billion by CY 2024 from US$

943 billion in CY 2020.

Packaging Industry in India is expected to grow at a CAGR of 23.05% during the period of 2020-2025 and reach

US$ 204.81 billion from US$ 83.49 billion in FY 2021 with the major applications being in food, beverage and

consumer goods. Several factors are enhancing the demand and supply of plastics used in packaging across India

such as high growth of end-user industry, dynamically changing lifestyles, availability of feedstock, focus on

manufacturing, etc.

Flexible Packaging contributes 40% of the total packaging in the Country. The demand of the sector is expected

to grow at 18% CAGR and achieve the turnover of US$13.63 billion by FY 2023.

With industries such as retail, FMCG, Pharmaceutical poised to grow at the rate of between 13%-23% in next 5

years i.e. FY 20 to FY 25, Packaging industry will witness the sharp growth.

.

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OUR BUSINESS

The following description of our business should be read together with the “Financial Statements” and other

information included in this Placement Document including the information contained in the sections entitled

“Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

beginning on pages 38 and 73, respectively. Unless the context otherwise requires, the financial information

included herein is derived from our Audited Consolidated Financial Statements and Unaudited Condensed

Consolidated Interim Financial Statements.

Our Company’s fiscal year ends on March 31 of each year, and references to a particular fiscal are to the twelve

months ended March 31 of that year. The discussion below may contain forward-looking statements and reflects

our current views with respect to future events and financial performance, which are subject to numerous risks

and uncertainties. Actual results may differ materially from those anticipated in these forward-looking statements.

As such, you should also read “Risk Factors” and “Forward Looking Statements” beginning on pages 38 and

18, respectively, which discuss a number of factors and contingencies that could affect our financial condition

and results of operations.

Unless otherwise indicated, all industry and market data used in this section has been derived from the Care

Report on Indian Packaging Industry. Unless otherwise indicated, all financial, operational, industry and other

related information derived from the Care Report on Indian Packaging Industry and included herein with respect

to any particular year refers to such information for the relevant calendar year.

Overview

We are a packaging solution company mainly engaged in the manufacturing of rigid plastic packaging containers

through Injection molding technology for paints, lubes, oils, food, FMCG and other sectors including cosmetics

and pharmaceutical. We develop, design and manufacture standard airtight and pilfer – proof pails as well as

customized containers to meet our customer’s packaging requirements. In order to make our position for cosmetics

and premium oils, we have recently established and started commercial production of pumps used for sanitisers,

hand-wash and body lotions etc. We have successfully developed futuristic dynamic QR coded IML packaging

with complete traceability all across the supply chain. This brings in the “Digital packaging” Concept for the first

time to India. We believe, we are the leaders in injection molded rigid packaging containers in India. We have

introduced certain world class packaging products in India for paints, oil, lubricants, food and FMCG industries

through continuous innovation. FMCG market in India grew at a CAGR of 16 per cent and is estimated to reach

US$ 104- billion by 2021. The food and beverages market accounts for nearly 3% of India’s GDP and is the single

largest employer in the country, with more than 7.3 million workforce. (Source: CART Report). The Indian Food

& Beverages sector had a market size of US$33 billion in FY 2020 which is and is expected to reach US$ 156

billion by FY2026 implying a CAGR of 30%. India’s US$50 billion restaurant industry is set to lose a nearly

US$9 billion in CY 2020 due to COVID-19 restrictions according to the National Restaurant Association of India

(NRAI). (Source: CARE Report)

We decorate our products using screen printing, heat transfer labelling technique and In – Mold labelling (IML),

which is one of the modern and premium container decoration techniques globally. In late 2011, we started

developmental work on IML manufacturing through imported labels and Robots. IML provides various benefits

of packaging including higher brand recall as the labels do not get separated. These IML labels provide better

aesthetics and the process eliminates labour and saves space required for production. We believe we are the

pioneers to introduce IML concept using in house Robots, at a reasonable cost in India.

We have nine manufacturing plants, four at Telangana and one each at Uttar Pradesh, Maharashtra Daman, Andhra

Pradesh and Karnataka and two warehouses one each at Kolkata and Tamil Nadu. We also operate state of the art

tool room to make complex molds and to develop Robots. We believe that we have developed our reputation and

image as innovator in packaging solution for the segments we serve.

Our products mainly cater to four business segments viz (i) paint industry (ii) lubes & oil industry, (iii) food and

(iv) FMCG. In addition to that, we are also actively adding customers in confectionary seeds, fertilizers, growth

enhancers and speciality chemicals. Our products are available in different size and shapes viz circular,

rectangular, curving and special shapes as per customer requirement. For the financial year 2021 , our Company

derived approximately ₹ 2,561.00 million gross revenue from paints ₹ 1,069.50 million, from lubes and oils and

₹ 1,146.70 million from food, FMCG and other sectors. Our Company derived 66.08 per cent of total income

from IML technology in the financial year 2021 compared to 64.82 per cent of total income in the financial year

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2019. As on October 31, 2021, our total pail manufacturing capacity is over 46,000 metric ton and label

manufacturing capacity is 49.50 million meter in a single shift.

Pursuant to a Scheme of Arrangement between Teckmen Tools Private Limited, Mold-Tek Technologies Limited

erstwhile MTPPL, and Mold Tek Plastics Limited, the plastic packaging division was transferred to our Company

with effect from July 25, 2008. For further information on Scheme of Arrangement, see “Key milestone”

beginning on page 116. However, our roots can be traced back to the year 1985, when Mold – Tek Plastics Private

Limited (“MTPPL”) was promoted by two technocrats, Janumahanti Lakshmana Rao and Adivishnu

Subramanyam along with Pattabhi Venkateswara Rao to manufacture rigid plastic packaging products with units

located at then Andhra Pradesh. Our Promoters with experience in tool room started working towards continuous

innovation and introduced various new concepts in packaging industry.

In early nineties, we introduced plastic pail packaging concept used for paint industry which has succeeded to

gradually replace the tin packaging for paints. Since 1997-1998, we introduced plastic containers for lubricant

packaging with innovative “pull up spout” and also developed new concepts including single and double lock

pails. We pioneered pull up spouts for the lube industry and developed COSMOS/ULTIMO pails with better

tamper evidence and leak proof features. Over a period of time such packaging replaced tin and metal can packs

which was used in lube packing. In the year 1998, we applied for a patent for this innovation of pull up spout with

tamper proof seal which was granted in the year 2007. In 2011, we started developmental work on IML decoration

through Robots which provide various benefits of packaging including higher brand recall. Commercial

production of IML was started in 2012. We have also applied for process patent for an innovation an airtight pilfer

proof and tamper evident seal locking mechanism of containers with tamper proof lid having injection mold spout

for containers. All our products are customized and manufactured as per customer requirements. In 2013, we

succeeded in developing our in-house Robots and IML label printing capabilities for IML which gave a cost

advantage compared to imported Robots and IML labels. Thus we believe we are innovator and pioneers in Indian

Rigid Plastic Packaging. In 2020, to combat the unfortunate Covid-19 pandemic situation, we launched a new

range of products such as containers for hand wash, sanitizers and high quality dispensing pumps etc. In 2021, the

Company introduced digital packing for the first time in India through dynamic QR coded IML containers.

We have in-house research and development division and in-house tool-room for designing and development of

new products, complex molds and Robots. Our tool room with Swiss and German machinery enables us to design

and develop complex molds including 2-8 cavities molds, for our customers. Our tool-room enables us to

undertake repair and maintenance of our mold and Robots. Our continuous focus on this area enables us to

innovate and create new packaging solutions and cater to the customized needs of our customers with a reasonable

time period. We have installed various designing and tool room machines for new product development at cheaper

cost without affecting quality of the products. Due to our in house capabilities, we can customise and install an

integrated manufacturing plants anywhere to meet particular customer requirements. As on October 31, 2021, we

have developed 50 Robots and imported 40 robots, which are currently deployed at our nine manufacturing plants.

We are committed to providing quality products to our customers and in this relation hold various quality

accreditations including ISO 9001:2008 quality certification for manufacture and supply of injection molded

plastics packaging containers, pails, closures and component and FSSC 22000: 2011, the food safety management

system certification applicable to manufacture of in-mold labelled plastic containers and lids for packaging for

food industry. We maintain strict hygiene standard in our manufacturing plants for products catering to the Food

and FMGC sector. We regularly conduct drop test with the help of testing machines before the batch is approved

for sale. As on October 31, 2021, our Company had 557 permanent employees and 1,533 employees on contract

at various locations. Our total income has grown at CAGR of 8.60% from ₹ 4,068.47 million in the financial year

2019 to ₹ 4,798.10 million in the financial year 2021. Our PAT has grown at CAGR of 22.58% from ₹ 319.18

million in the financial year 2019 to ₹ 479.56 million in the financial year 2021.

Key milestones

The following table sets forth the key events and milestones in the history of our Company:

Financial Year Event

1985 Mold – Tek Plastics Private Limited (“MTPL”) was incorporated by our core Promoters

1991 Commenced manufacturing of plastic pails

1993 MTPL went public through an Initial Public Offer

1998 Introduced plastic containers for lubricant packaging with innovative “pull up spout”. Also

developed new concepts including single and double lock pails.

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Financial Year Event

1998 Applied for a patent for the innovation of pull up spout with tamper proof seal

2006 Introduced cosmos model pails with improvised tamper proof system

2007 Granted a patent for the innovation of pull up spout with tamper proof seal

2008 High Court of Judicature, Andhra Pradesh at Hyderabad by its order dated July 25, 2008 has

approved the Scheme of Arrangement between Teckmen Tools Private Limited, the Transferor

Company, Mold-Tek Technolgies Limited, the Transferee Company and the Demerged

Company and Moldtek Plastics Limited, the Resulting Company

2010 Name of Moldtek Plastics Limited was changed to Mold–Tek Packaging Limited with effect

from March 12, 2010

2011 Introduced IML decoration and also auto filling lines, and pails for anti-counterfeit lid

2012 Won Indiastar 2012 award by Indian Packaging Industry for “Castrol New Generation ACF

Pail Lid”

2013 Succeeded in developing in-house Robots and IML label printing capabilities for IML

Won SME of the year – Emerging India Award, 2013 by ICICI Bank and CNBC TV 18.

Won Tech – Savvy SME of the year – Emerging India Award, 2013 by ICICI Bank and CNBC

TV 18.

2014 Received "Quality Champion Award" from Asian Paints Limited, for the exemplary quality

performance during the period April 2012 to September, 2014

2015 Introduced innovation for edible oil packaging.

Our Managing Director, J. Lakshman Rao was conferred with outstanding achievement award

by CPMA & Elite Plus Business Services Group for exceptional contribution to rigid plastic

packaging sector in India in the last three decades.

2016 Our Company won two awards Asian Paints PACON-PACON 2016 for Innovation and 3rd

rank in plastic in PANCON

2017 Our Company won INDIASTAR-2017 awards for our “Rotolock” container in collaboration

with MTR Foods Pvt. Ltd.

Company received Dun & Bradstreet- RBL SME Business Excellence Award

Set up new plant in at Technology Park in the RAK trade free zone of RAS AL-KAHIMAH,

UAE

2018 Received the SIES SOP Star Award 2018, in product packaging for Tamper Evident & Leak

Proof Square Packs with IML decoration.

2019 Received SIES SOP Star award 2019, in product packaging for design and development of

twist packs ranging from 500 to 1000 ml

Started operations of two new units in Karnataka, Mysore District and Andhra Pradesh,

Visakhapatnam District. 2020 Received SIES SOP star award 2020, for San Q – 5 Litres for 5 litres sanitizers

2021 Introduced Digital Packaging through Dynamic QR coded IML containers

OUR COMPETITIVE STRENGTHS

We believe that the following are our primary competitive strengths:

In house development and adoption of latest technology

We believe that we are among the few companies in packaging industry who have been successful in development

of various new technologies which are commercially viable. In early nineties, we introduced plastic pail packaging

concept for paint industry which has succeeded to gradually replace the tin packaging for paints. Subsequently,

we introduced plastic containers for lubricant packaging with innovative “pull up spout” and also developed new

concepts including single & double lock pails. We pioneered pull up spouts for the lube industry and developed

COSMOS/ULTIMO pails with better tamper evidence and leak proof features. In the year 1998, we applied for a

patent for this innovation of pull up spout with tamper proof seal which was granted in the year 2007. In late 2011,

we started developmental work on IML manufacturing through Robots which provide various benefits of

packaging including higher brand recall. Commercial production of IML was started in 2012. We have also

applied for process patent for an innovation an airtight pilfer proof and tamper evident seal locking mechanism of

containers with tamper proof lid having injection mold spout for containers and tamper proof lid having spout for

containers and process for its manufacture. In 2013, we succeeded in developing our in-house Robots and IML

label printing capabilities for IML which gave a cost advantage compared to imported Robots and IML labels.

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We have in-house capabilities for complex mold making (2-8 cavities molds), label printing, container making

and labelling. Our dedicated in – house tool room along with our research and development design division and

equipped manufacturing plants are the key to our business model. We have successfully developed futuristic

dynamic QR coded IML packaging with complete traceability all across the supply chain. This brings in the

“Digital packaging” Concept for the first time to India. We believe, we are the leaders in injection molded rigid

packaging containers in India. As at October 21, 2021, we are the registered proprietor of 17 designs of our

products registered with the Controller General of Patents, Designs and Trade Marks under the provisions of the

Design Act, 2000 and the Design Rules, 2001. In addition, we have 2 patents registered and 1 pending patent

applications in India. Our continuous success gives us the strength to believe that we are equipped to deliver

innovative packaging solutions. This helps us to get repeat orders and add new customers. Our model makes it

feasible for us to customise our machines and set up our facilities anywhere to meet customer requirements.

We attribute our strong market position to factors such as our long-standing relationship with global customers,

our business experience, our research and development initiatives, our established infrastructure and access to raw

material and close proximity of our clients, and our consistently high-quality products. Our leadership position

and low cost-production offers us competitive advantages such as product pricing, economies of scale, and the

ability to scale our business, increase customer loyalty and expand our client base, all of which have in turn

resulted in the growth of revenues and EBIDTA in the last three fiscal years.

Integrated business model with centralised tool room to design, develop, manufacture, maintenance of molds

and Robots

We are one amongst the few players in the rigid plastic packaging industry to have in – house tool room facilities.

We have developed a centralised tool room to design, develop, manufacture and maintain the molds and Robots

which is used for manufacturing variety of products with different size, shape and models with various decoration

technologies. Our in-house tool room is equipped with 3 – dimensional CNC machine from USA, supported by

latest CAD/CAM facilities which enable us to design and develop complex molds including 2 – 8 cavities molds.

Centralised tool room enables quick Robot and mould maintenance to ensure uninterrupted supplies. We are also

equipped with an in-house offset and automatic silk screening multi – color process printing facilities. We have

been successful in developing Robots required for the IML decorations in-house, providing us cost advantage and

a better competitive positioning. Our centralised tool room, strong design division and manufacturing plants

provide us with the capability to become an integrated manufacturing company from mold designing – mold

making – decoration with different technologies – to final product supply. Our integrated business model helps us

in introducing newer products and capturing better market share of the industry we operate.

Our IML containers are 100% recyclable thus becoming preferred packaging solutions for customers focusing on

sustainability. We have doubled our IML label production capacity by adding an Italian flexo machine in the last

year to cater to increasing demand. We have already started utilizing recycled raw material for paint and lubricant

industries while not compromising on aesthetics with a vision towards offering our clients greener solutions.

Our presence in the plastic pail packaging segment for over three decades

We are engaged in packaging business since 1985 and started our pail packaging segment in the year 1991. Our

presence in this segment since over three decades has helped us to understand the constant changing needs and

demands of our customers. On account of this long-standing presence in the Indian market and with constant

improvement and adoption of technologies, augmented with quality, we believe that we enjoy considerable brand

equity and reliability in the industry where we operate. Our core competency lies in understanding the changing

trends, the needs of our clients and accordingly manufacture quality products to suit their requirements. We have

successfully adopted ‘In-mold labelling’ technology which enables us to produce a picture quality decoration on

the products. We have been recognised by various awards in the packaging segment. We have received SIES SOP

Star award from 2018 to 2021 for development of various innovative packaging.

Our products cater to diverse industries such as lubes and oil, paints, food and FMCG industry

We are engaged in the manufacturing of rigid plastic packaging containers for lubes and oils, paints, food and

FMCG industry including cosmetics, pharmaceuticals etc. We manufacture standard airtight and pilfer proof pails

as well as customised pails. Paint and lubricant industry contributes majority of our sales, however we have started

adding clienteles in the food and FMCG segments with our IML capability. In Fiscal 2021, we derived 53.61per

cent of our revenue from paints segment, 22.39 per cent from lube and oil segments, 24.00per cent from food,

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FMCG segment and other sectors as compared to 38.72per cent, per cent, (15.97) per cent and 24.20 per cent,

respectively in Fiscal 2019.

We have FSSC 22000: 2011 accreditation, the food safety management system certification applicable to

manufacture of in-mold labelled plastic containers and lids for packaging for food industry. This has further

enabled us to expand our product offering and helped our growth by adding new customers from diverse industry.

Strategically located manufacturing plants and diversified geographic presence

We currently have nine manufacturing plants which include four units at Telangana and one each at Uttar Pradesh,

Maharashtra, Daman, Andhra Pradesh, Karnataka. All our manufacturing plants are vertically integrated

incorporating all the major processes required for pail and label manufacturing. Our units at Hosur, Krisnagiri

District, Tamil Nadu, Satara, Khandala, Maharashtra and Daman were strategic initiative to cater needs to our key

customers around that region. Our IML model makes it feasible for us to customise our machines and set up our

facilities anywhere to meet customer requirements. We have recently opened two new units in Chikkaiahnachatra

District, Karnataka and Visakhapatnam District, Andhra Pradesh to expand our reach to the customers and cater

to their growing demands. Our Company has also set up new plant in Unnao, Uttar Pradesh to cater the needs of

all North region clients. We are in the process of setting up a new plant for manufacturing of pails – injection

blow molding at Plot No. G40/2, G41 & G42/1, 16188 Sqmts, General Park Sultanpur (village) Ameenpur

(Mandal), Sangareddy district, Hyderabad to cater pharmaceutical and cosmetic companies, A strategically

located manufacturing plants allows us to achieve greater economies of scale and cost efficiencies, reduce logistics

cost, manage product flow and eliminate duplication of business functions. This also helps us in acquiring new

customers and repeat orders from our customers.

Our quality standards and recognition

We have comprehensive quality management systems across the value chain right from procurement of raw

materials till delivery of final products to the customer’s location. We have undertaken various initiatives and

adopted various systems and processes in order to augment our commitment to focus on quality which is crucial

for our business. Each of our manufacturing plants is well equipped with modern quality checking and testing

equipment’s for quality assurance. We have received various quality accreditations including ISO 9001:2008

quality certification for manufacture and supply of injection molded plastics packaging containers, pails, closures

and components and FSSC 22000: 2011, the food safety management system certification applicable to

manufacture of in-mold labelled plastic containers and lids for packaging for food industry. Some of our customer

has accredited us highly on their quality parameters. An early stage engagement is normally followed with orders

and repeats if development is commercially acceptable. We have received SIES SOP Star award from 2018 to

2021 for development of various innovative packaging. Our awards for quality are testimony of compliance with

quality standards and help us in getting repeat orders from our customers.

Experienced Management with strong industry expertise

Our management team has considerable experience in the packaging industry, with our core Promoters having

extensive technical, commercial and marketing skills and around three decades of experience in the industry. The

members of our senior management have diverse skills which have helped us to grow and develop products faster.

Our Chairman and Managing Director holds a bachelor’s degree in civil engineering and post graduate from Indian

Institute of Management, Bangalore and has developed our business and operations since inception. A team led

by our Deputy Managing Director, Adivishnu Subramanyam are responsible for in-house research and

development division and in-house tool-room for designing and development of new products with the help of

Robots. Our management team's skills include marketing, sales management, strategic sourcing, supply chain

management, domestic capital raising and implementing expansion projects. We believe that our experienced and

dynamic senior management team have been key to our success. The vision and foresight of our management

enables us to explore and seize new opportunities and to introduce new products to capitalize on the growth

opportunities in packaging industry.

For further details of our key managerial personnel, please refer to chapter titled ‘Board of Directors and Senior

Management Personnel’ beginning on page 132.

OUR STRATEGIES

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Our strategy is to build upon our competitive strengths and business opportunities to become one of the leading

rigid packaging companies in the world. Our objective is to improve and consolidate our position in the

manufacturing and marketing of rigid plastic packaging products. We are positioning ourselves as a Packaging

Solution Provider rather than a supplier. We intend to achieve this by implementing the following strategies:

Continued focus on innovation

We recognize the importance of continued innovation in packaging products to cater the needs of various

customers. As part of our efforts, we have been continuously working towards enhancing the utility and feature

of our existing products and create new packaging products. We introduced pail packaging for paint industry in

early nineties followed by IML technology for packaging products for our customers in 2011. We have developed

square packing air tight containers for edible oil and air and moisture barrier containers for food segment as a part

of our innovation efforts. We introduced sanitizer containers and dispensing pumps with the growing use of

disinfectants during the Covid-19 pandemic in 2020. In 2021, the company introduced Digital Packing for the

first time in India through dynamic QR coded IML containers to trace the entire suppliers chain. We intend to

continue our focus on innovation and to expand our existing product offerings to cater diverse industries and

current situations.

Focus on cost reduction and improving cost efficiency

Focus on cost reduction and improving cost efficiency in our manufacturing processes is a key for our business.

Through our research and innovation, we have adopted various cost reduction measure including installation of

high speed machines, using oil based paints, in house development of molds, IML label and Robots etc. We have

built 50 Robots which are used to produce complex multi-cavity molds and IML decoration (both 2D and 3D).

IML packaging requires lesser space and lower labour costs leading to lower investments and better performance.

We believe with increase in demand for IML containers, we will enjoy better operating and cost efficiency. We

intend to continue our focus on cost reduction and cost efficiency coupled with superior quality through innovation

to become a preferred supplier for our customers.

Focus on efficiencies & optimisation to our customers

Over the last 3 years, we have established design studio with a strong & experienced team. The focus is on

addressing customer pain points across their operations – branding, filling, packing, supply chain, counterfeits

etc. We are able to give an implementable, practical and immediate solution for these pain points through our

product designs, better shapes, high end decoration techniques and digitisation solutions. With this we will

continue to be engaged with our customers in their journey towards improvement and optimisation.

Increasing contribution from food, FMCG industry and IML products

Our Company has derived 56.39 %, 20.62% and 22.99 % of gross sales for six-month period ended on September

30, 2021 from paints, lubricant and food & FMCG, respectively. With customisation of IML technology and

quality accreditation, we have been able to make headway in food and FMCG industry. IML products are hygienic

and are made without any human contact making them best suited for food and FMCG packaging and offer better

margins. As one of the pioneers in the IML in India we are in a better position to leverage our experience and

increase contribution from this segment. We believe that diversification towards food and FMCG industry will

enable us to participate in the growth of different sectors and mitigate our dependence on one segment. Further

we are also encouraging our current customers who are using screen printing and heat transfer labelling to shift to

IML packaging products.

Continue to invest in research and design to develop new products

We have been focusing on research and innovation with our in-house dedicated division. We introduced pail

packaging for paint industry in early nineties which has gradually succeeded in replacing tin packaging over the

period of time. We also introduced pails with spouts for lube oils. Later, we have introduced the IML technology

for packaging products which we believe will replace screen printing technology used for decoration over period

of time. Currently we are in process of developing and testing multipurpose square shaped air tight containers for

edible oil. We are developing air and moisture barrier packing pails with IML technology as a new packaging

solution for the food segment which would have the potential to replace glass packing if successful. We have also

worked along with our customers for developing new products from conceptualisation stage, which is testimony

of our innovation skills. We intend to continue providing such customised products to meet varied requirements

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of our customers. We will consistently invest in research and design to innovate and develop new products and

become preferred solution provider for our customers.

Launching Digital IML with Unique QR code on each pail

Our Company is launching Digital IML with unique QR code on each pack. We supplie each container with 2

unique QR codes – one on the surface and another under the peel off. Top QR provides Unique identity while

beneath QR gives loyalty benefits.

This will give a lot of operations and supply chain benefits to our customers like (i) Track and trace the products

across their supply chains (from filling, through dealers, distributers & retailers) (ii) Anti-Counterfeit features

through visibly peel off area and pairing of QR codes on jar, cap and peeloff section (iii) Digital Promotions

through the peel off section giving complete flexibility and analytics. We believe with these benefits, our

Company will be able to enjoy better business shares from our customers.

Introduce high value adding product range for varied industries

Our Company has been steadily increasing its foot print in newer industries with niche offerings and heading

towards better value addition products. Our entry into dispensing pumps, online food containers and digital IML

packs is a step towards this direction. Further, we plan to enter into Injection Blow Molding with IML with an

intention to target (i) Regulated Pharma packaging (ii) FMCG (iii) Cosmetics and (iv) OTC pharma market, which

are growing segments with scope for good value addition through better engineering.

Entry into new Process of Injection Blow Molding

Our Company has started executing its entry into Injection Blow Molding with IML products. We are in the

process of setting up a new plant for manufacturing of pails – injection blow molding at Plot No. G40/2, G41 &

G42/1, 16188 Sqmts, General Park Sultanpur (village) Ameenpur (Mandal), Sangareddy district, Hyderabad to

cater pharmaceutical and cosmetic companies. This process gives us the advantages of both the methods –

Injection Molding (best dimensional accuracy) and Blow Molding (lower weights & narrow neck shapes).

Leveraging our command over the product design, mold making and IML, we will be able to introduce better

solutions and packaging alternatives to customers across regulated Pharma, Food, FMCG, Cosmetics and OTC

pharma products.

Geographical & Capacity Expansion

Our Company has multiple expansion plans laid out over the next few years, across India. This is in line with our

customers’ plans and strategies. A green field unit near Kanpur for paint and edible oil customers, expanding our

plants in Vizag and Mysore, expanding product ranges in 3 of our existing plants, a green field plant in Hyderabad

for IBM and thin wall containers are some of the immediate expansion plans.

Description of our products

Our Company’s core competency lies in providing products that are focused on the specific customers’ needs. We

are engaged in the manufacturing of rigid plastics packaging containers for paints, lubes and oils, cosmetics,

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pharmaceuticals, food and FMCG sector through various technologies including Robotic IML decoration as per

the requirements of our customers. We manufacture standard airtight and pilfer – proof pails as well as customised

pails for our customers.

Square pack for sanitizers – We has successfully established and started commercial production and supplies of

pumps.

Dispenser pumps for sanitizers - We have established end-to-end manufacturing of dispenser pumps in-house –

from moulding all the components, fully automatic assembly lines to automatic quality testing of 100% of

components. We believe we are the only company to have such high end automatic lines in India for this product.

In addition to that, we have successfully been able to overcome the inherent issues in dispenser pumps through

our superior product design and moulding capabilities

Food containers – Our presence in food and FMCG segment has been growing rapidly over the last 3-5 years.

We have been able to establish ourselves as a premium vendor for ice cream industry. In addition to that, we

introduced packaging for ready to eat breakfast and snacks. We plan to introduce new product range and shapes

focusing on potential segments had paid good dividends. Over the years, we have been able to successfully launch

packs for ghee, oil, restaurants, online food delivery, confectionery products. Recently, we launched product range

for sweets. We shall continue to introduce newer and better products for various segments and will be in-line with

the evolving packaging requirements and consumer preferences.

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Paint and Lubricant Pails – We are one of the pioneers in producing packaging solutions for the paint and

lubricant industries over the years. Our new introductions and products have resulted in tremendous savings for

our customers in these industries and helped shape the evolution of filling and supply chain

Square Pack Pails – Our square plastic containers are equipped with handles and have square or rectangle-shaped

lids. These containers are more preferable because they optimize space better than round pails. Made of heavy-

duty durable plastic, these pails are useful for dry or liquid storage.

These packs are increasingly finding more adoption in industries like seeds, fertilisers and growth enhancers.

The income from our various lines of businesses in during six months period ended September 30, 2021 and

Fiscals 2021, 2020 and 2019 is summarized in the table below:

Income (₹ in million)

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Line of

Business

Six

months

from April

1, 2021 to

September

30, 2021

percent Fiscal

2021

Per

cent

Fiscal

2020

Per

cent

Fiscal

2019

Per

cent

Lubricant

Containers

603.80 20.62 1,069.50 22.39 1,071.00 24.51 1,272.70 31.49

Paint

Containers

1,651.70 56.39 2,561.00 53.61 2,287.20 52.35 1,846.20 45.67

Food and

FMCG

Containers

673.40 22.99 1,146.70 24.00 1,011.00 23.14 923.30 22.84

Total 2,928.90 100.00 4,777.20 100.00 4,369.20 100.00 4,042.20 100.00

MANUFACTURING PLANTS

(In metric tonne, except described)

Plant Location Activity Installed

capacity per

annum

Utilised

capacity per

annum

Unit – I Survey No. 54,55/A, 70,71 & 72, Near

Air force Academy, Annaram Village,

Gummadidala Mandal, Sanga Reddy

District, - 502 313, Telangana

Manufacturing

of Pails

13,803 8,333.14

Unit – II Survey No. 164/Part,

Dommarapochampally village,

Quthbullapur Mandal, Ranga Reddy

District, Telangana

Manufacturing

of Pails

4,361 2518.28

Unit – III Survey No. 160 – A, 161 – 1 & 161 – 5,

Kund Falla, Behind Hotel Hilltop, Near

Costal Highway, Bhimpore, Nani

Daman, Daman

Manufacturing

of Pails

10,490 5,641.71

Unit – IV Survey No. 79, Alinagar, Jinnaram

Mandal, Mendak District, Telangana

Manufacturing

of Pails

1,234 1,002.85

Unit – V Shed No. D-17 & D-18, Survey No.283,

Phase -1, APIIC, IDA Jeedimetla,

Quthbullapur Mandal, Medchal District,

- 500 055, Telangana

Manufacturing

of Label

44,712,000

meters

20,120,475

meters

Unit – VI GAT No.656, Khandala - Lonand Road,

Mhavashi (Village), Dhawad Wadi,

Khandala, Satara District - 412 802,

Maharashtra

Manufacturing

of Pails

5,417 2,989.71

Unit-VII Plot No-94, SY No-186-P, 187-P, 193-P,

178-P, 179-P, 116-P, Adakanahally

Industrial, Hobli, Nanajangud (Taluq),

Mysore Dist. Mysore Area,

Chikkaiahnachatra 571 302, Karnataka

Manufacturing

of Pails

4,534 3,927.42

Unit-VIII Plot No.2A, SY No 251P, 255P, 256P,

261P, IC-Pudi, Pudi Village, Rambilli

(Mandal), Visakhapatnam - 531 011,

Andhra Pradesh

Manufacturing

of Pails

4,063 3,745.71

Units – IX Gata No. 1269,1270, 1272, C/o Kumar

Woolen mill, Magaraswara (village),

Unnao – 209862, Uttar Pradesh

Manufacturing

of Pails

672 470

Unit - X Plot No. G40/2, G41 & G42/1, 16188

Sqmts, General Park Sultanpur (village)

Proposed plant

for - -

125

Plant Location Activity Installed

capacity per

annum

Utilised

capacity per

annum

Ameenpur (Mandal), Sangareddy

district, Hyderabad

manufacturing of

Pails

MANUFACTURING PROCESS

Our Company has installed machineries possessing different technologies required in the manufacturing process

which vary from product to product. We mainly offer three kinds of decoration options to our customers a) In–

Mold Labelling; b) Screen Printing; and c) Heat Transfer Label.

Brief manufacturing process of our products

As explained in the process flow chart above, the main steps in the manufacturing process involves:

Raw Material and Procurement:

Main Raw materials involved in our manufacturing process include Poly Propylene Co – polymer, High Density

Poly Ethylene, Low Density Polyethylene and Linear Low Density Polyethylene etc. which are procured mainly

from domestic market. We have not entered into any long term supply agreements for procurement of any of our

raw materials.

Injection Molding:

Injection molding consists of high pressure injection of the melted plastic into a mold which shapes the polymer

into the desired shape. In this process, plastic granules are fed into the hopper of an injection molding machine

from where it flows into a barrel having a reciprocating screw. The barrel is surrounded by band heaters, and the

screw’s rotation pushes the granule along the length of the barrel, so the granules reach a molten state. Once

melted, the material is injected, under pressure, into the mold where it confirms the shape of the mold. The mold

is temperature controlled, by circulating water through it. Once the part is cooled, the mold is opened and the part

ejected. The mold is then closed and ready for the next shot.

Injection Blow Molding:

Injection blow molding is the process whereby the plastic preform is injection molded and the preform travels on

the core rod to the blow mold station, where blow air enters through the core rod and lifts the hot preform material

off the core rod and forms it by air pressure to the design of the female blow mold.

Decoration Techniques:

In–Mold Labelling (“IML”)

IML is increasingly being preferred in the packaging industry due to its attractiveness and better durability

compared to screen printing and heat transfer technologies. Further, IML is also suitable for food and FMCG

segments due to minimal human contact and contamination during the production process and the packaging is

suitable for direct to fill operations. In IML robot place IML label into the mold prior to injecting the plastic. It is

single step process wherein both molding and labelling take place simultaneously. IML decorated thin wall

126

containers are suitable for storage conditions like microwave, dishwasher and the deep freeze. These are used for

food and FMCG products packaging world over. The IML operations are hands free as handling is done by Robots

and the label becomes an integral part of the pail and offers better look and more colour options. As inks are

sandwiched between two layers of film, the decoration is fully scratched free and resistant from the effects of

sunlight and air. This can be applied on 100% area at 360 degree. We have set up integrated IML solution with in

house label manufacturing and die-cutting machines to enable quick production of IML labels at low cost. IML

Production Process is based on full automation and ensures faster turnaround:

Screen Printing

In screen printing, we transfer ink onto the pail by squeeze pressure as per the design and specifications required

by our customers. Screen printing technology can print 330 to 340 degrees around a cylindrical shape in one

application on the pail. In this process we squeeze ink through exposed screen to the surface of the mold. Screen

printing is economical when compared to other decoration options. We have automatic screen printing machines

which ensure us to better alignment of different colour on the pails. It is the most economical decoration but has

restrictions in picture or decoration quality. We use this technique for decorating/ printing design for paints and

lubricant pails, however we do not use this methodology for food and FMCG product containers. The process of

screen printing involves printing colours one after the other with an interval of 3-4 hours for drying. Hence

multicolour printing of 5-6 colours may take 2-3 days for a batch production with movement of pails from one

station to other for drying thus involving much more space and labour as compared to other decoration techniques.

Heat Transfer Labelling

In heat transfer labelling process, we transfer the design that is printed on the release layer on to the object by

Heat transfer machine. When heat is applied, the printed design will be transferred to the containers. We have in

house heat transfer labelling facilities and also label printing facilities. Heat Transfer labelling is a post molding

operation involving different machines and labour. Heat Transfer labelling gives 80% coverage of print on the

product and the printed surface is susceptible to scratching and sun fading.

Quality Check

We are quality-centric company. We follow systematic online quality control, clean rooms at manufacturing and

packing and GMP practices. Our quality assurance system is constantly being developed and extended in order to

enhance customer satisfaction. We have hourly and daily checks and reports to monitor all aspects of quality and

critical dimensions. To ensure system control, we conduct internal quality audit with frequency of once in every

three months and take corrective and preventive action to close out action for those non-conformances identified.

Our products are used by blue-chip and multinational companies and therefore the product requires high precision,

low dimensional variations and great stability on the filling lines. We have proven our ability not only in meeting

these standards and also in offering assistance to our customers.

Key Customers

Currently, we supply rigid containers primarily to paints and lube-oil companies in India. Our key customers

include names like Asian Paints Limited, Castrol India Limited, Kansai Nerolac Paints Limited, Gulf Oil

Lubricants India Limited amongst others. We also cater to some large companies in food and FMCG sector. The

details of our customers, in terms of contribution towards our total sales, are as follows:

(₹ in million)

Particulars Six months from

April 1, 2021 to

September 30,

2021

Fiscal 2021 Fiscal 2020 Fiscal 2019

Top Customer 1,266.50 1,904.50 1,539.00 1,018.00

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Top five customers 1,824.40 2,915.40 2,631.00 2,286.30

Top ten customers 2,199.60 3,487.20 3,204.20 2,947.60

Utilities and Infrastructure Facilities:

Raw Material Management

Most of the raw materials required for production are readily available in local and international markets. The

basic raw materials required for our manufacturing plants include PPCP, PP, HDPE and LLDPE which are

procured mainly from domestic market. We procure most of our raw material requirement from Reliance

Industries Limited. We also procure some raw materials from domestic companies like Indian Oil Corporation

Limited apart from limited imports. Our raw material consumption is 49.07per cent of our total revenue. Our total

raw material consumption for the FY 2021is ₹ 2,349.95 million which includes the imported material worth ₹

130.11 million (5.54% of total consumption) and indigenous material worth ₹ 2,219.84 million (94.46per cent of

total consumption). The raw material price had witnessed steep increase in financial year 2020 – 2021 due to

increase in the price of crude oil and global economic slowdown. We have flexibility to pass on raw-material cost

fluctuations to most of our customers through monthly pricing arrangements.

Quality Standards and Assurance

Our Company is committed to providing quality products to our customers and endeavour to maintain a quality

system, which provides products and services in a timely manner and at competitive prices to the satisfaction of

customers by meeting their specified and implied needs. We are also committed to continually improve this quality

system.

We have implemented quality assurance management systems and procedures that are aimed to ensure consistency

in the standard of our products across various areas of our business operations. Our manufacturing facilities

operate in strict adherence with ISO 9001:2008 quality certification for manufacture and supply of injection

molded plastics packaging containers, pails, closures and components. We also received FSSC 22000:

2011certification for the food safety management system certification applicable to manufacture of in-mold

labelled plastic containers and lids for packaging for food industry. Our products are generally inspected, tested

and certified for quality in-house. We regularly conduct batch wise tests on all our products for examining their

strength, quality aspects etc. We regularly do drop test with the help of testing machines and other machines before

the batch is approved for sale. We continue to strive to upgrade and customise to meet our customers' specific

requirements, to have edge on competitors and to deliver quality products which give customer satisfaction. We

invest in upgrading our equipment and technology and add new equipment from time to time.

Research, Technology and Development

We have an in-house tool room equipped with 3 – dimensional CNC machine from USA, supported by latest

CAD/CAM facilities. We are also equipped with an in-house offset and automatic silk screening multi – color

process printing facilities. Our manufacturing plants are enabled with ‘In-mold labelling’ (‘IML’) technology

which empower us to produce a picture quality images on pails. We have installed Robots from Taiwan in the

year 2011 and gained expertise in IML technology. We have developed technology to produce in house labels and

even Robots at competitive cost. As on date of this Placement Document, we have 90 Robots. Through this

technology we place the pre-printed labels in the molds before the plastic flow into the mold below the label

thereby fusing the label while molding itself. The aforementioned design and development capabilities enable us

to develop new products and modify our existing range of products to meet the requirements of our customers and

the rigid packaging industry in general. As on date of this Placement Document, we have also established 8 cavity

fast cycle hot runner molds and Robots for production of IML decorated small containers for food and FMCG

applications. This division aims at conferring competitive advantages through optimal solutions, shorter cycles

and better quality.

Power, Water and Other Utilities

We purchase power from state electricity board for operations of our manufacturing plants. We also have our own

diesel generator sets at some of our manufacturing plants for power back up in case of failure in supply of power

by the state electricity board. In order to hedge cost of purchased electrical power, we have obtained permission

from Andhra Pradesh Electricity Board for purchase of private power through Indian Energy Exchange for our

Manufacturing Unit – I and II. We have also entered Memorandum of Undertaking with third parties for purchase

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of electricity through Indian Energy Exchange for our Unit – I, Survey numbers 55A, 70, 71 and 72, Near Airforce

Academy, Annaram Village, Narsarpur, Medak and Unit – II, Survey number 164/Part, Dommara Pochampally,

Quthbullapur Mandal, Ranga Reddy. We purchase water from local municipal corporations, private parties as

well as have own bore-wells in some of the plants.

Marketing, Sales and Distribution

Our marketing strategy is based on the product type and end user segment. The marketing and business

development is headed by our Deputy Managing Director, Pattabhi Venkateswara Rao. Our Chairman and

Managing Director, Janumahanti Lakshmana Rao also overlooks marketing and is involved in framing strategies,

target, future growth and new product ideas. Pattabhi Venkateswara Rao leads negotiations, oversees execution

of customer orders and takes lead in business development and planning. The marketing team is based at our

Company’s office at Hyderabad and Mumbai and coordinate with customers for their requirements and sales

orders.

Our Company produces and sells products to lubes & oil industry, paint industry, food and FMCG sector. Our

marketing department closely tracks the growth and future plans of companies in such industries. Our marketing

team then analyses such data at regular interval and accordingly formulates our marketing and business

development plan. Our marketing team is in regular contact with the end user industry personnel for their existing

and future requirement of packaging. These sales orders are being communicated to our manufacturing plants for

their production plan and monitor the dispatch schedule and ultimately ensure timely delivery of materials. We

have long term business relationship and understanding with our customers since we customise the products

according to their requirements. In order to reduce transportation and time we establish plants closer to customers

manufacturing plants. Also, we have developed QR coded IML for complete traceability of the entire supply chain

to connect to our end customers directly.

Competition

The rigid packaging industry is highly fragmented in nature with large number of unorganised players. However,

among all packaging segments injection molding is most complex in technology. Especially producing closely

tolerated pails and air tight caps require high quality moulds which many small molders cannot afford or have in

house technology. IML requires integration of mold, machine and Robot for smoother production. We have an

established track record on adoption of latest technology and development of in – house technical capabilities to

control production cost, which is a source of competitive advantage for us and also acts as barrier to entry for the

new entrants to a great extent. We established IML label production in house to reduce variable costs and our in

house Robots manufacturing ensures steep reduction in our fixed costs. Like any other company, our Company

also faces competition from many others. Our Company faces competition from players like Hitech Plast Limited,

Jolly Plastics Private Limited etc. which are also into rigid plastic packaging products and catering to similar end

customer segments.

Manpower

We consider our employee strength as a critical factor to our success. We have drawn up a comprehensive human

resource strategy that addresses key aspects of human resource development. Our work processes and skilled

resources together with our strong management team have enabled us to successfully implement our growth plans.

We have several initiatives to train and develop employees in building skills and capabilities. As of October 31,

2021, we had 564 employees across all of our manufacturing plants and offices.

The break-up of employees of our Company can be summarised as follows:

Departments As on October 31, 2021

Management 7

Sales and Marketing 43

Research and Design 94

Legal and Human Resources 28

Finance and Accounts 25

Manufacturing 354

Procurement and sourcing 13

Total 564

129

In addition, we also engage up to 1,533 contract labourers through our contractors on a contract basis on a regular

basis based on the requirements of our manufacturing plants.

We have not entered into any collective bargaining agreements with our employees. We have not entered into any

union agreement with our workmen. We have not experienced any material strikes, work stoppages, labour

disputes or actions by or with our employees.

Environment, Health and Safety

We are committed to complying with applicable occupational health, safety and environmental regulations and

other requirements in our operations. We believe that accidents and occupational health illness cases and hazards

can be significantly reduced through the proactive and systematic approach including risks and hazards

identification, assessment, analysis and control and by providing appropriate training to employees and

contractors. We work proactively towards minimizing or eliminating the impact of hazards to people and the

environment.

The objective of our safety measures is to achieve zero accidents. To achieve this objective, we have proactive

approach of risk management such as risk elimination, substitution and control by implementing engineering

measures. Safety induction trainings to new entrants and periodical trainings to all employees and contractors is

our continuous activity. We involve our employees in safety management system through constant consultations

and communication and there are no reportable accidents or injuries during the year ended on March 31, 2021.

Corporate Social Responsibility

Our Company’s Corporate Social Responsibility (“CSR”) agenda reflects its social conscience and commitments

to the community and society at large. We have constituted a Corporate Social Responsibility committee

comprising Janumahanti Lakshmana Rao as a Chairman, Adivishnu Subramanyam, Pattabhi Venkateswara Rao

and Venkata Appa Rao Kotagiri as members. The committee is responsible for formulating and monitoring the

CSR policy of our Company.

Insurance

We generally maintain insurance covering our assets and operations at levels that we believe to be appropriate for

our business at reinstatement values. We maintain standard fire and special perils policy, which cover standard

Fire and special perils including material damage by aircraft, lightening, riot or strikes; damages caused due to

Insured’s own vehicle or by earthquake. We also maintain burglary policy for our stocks such as raw materials,

stock in process, finished goods, semi–finished goods, stores, films, inks paints, consumables, and cylinders. In

addition, we maintain Marine Cargo Open policy that covers loss or damage to all items pertaining to our finished

goods for loss or damage incurred during air, marine and inland transits. We maintain workmen’s compensation

policies for our employees and workers. We also maintain a group personal accident policy, nagriksuraksha

individual policy schedule and group health insurance (family floater basis) for our employees at our all units and

offices. We maintain Industrial All Risk Policy which covers material as well as business interruption, material

damage includes fire and allied perils burgalary and breakdown of machinery, boiler explosion and damage to

electronic equipment

We believe that the insurance coverage availed by us is reasonably sufficient to cover all anticipated risks

associated with our operations, but however there can be no assurance that the insurances taken by us would be

adequate to cover all risks and losses.

Properties

Our registered office is located at 8 – 2 – 293/82/A/700, Ground Floor, Road No. 36, Jubilee Hills, Hyderabad –

500 033, Telangana, India.

As of October 31, 2021, we had 2 warehouses including distribution centers across India. We operate nine

manufacturing facilities in India, the details of which are set forth in the following table:y

130

Plant Location Owned/ leasehold

Plant – I Survey No. 54,55/A, 70,71 & 72, Near Air force Academy,

Annaram Village, Gummadidala Mandal, Sanga Reddy

District, - 502 313, Telangana

Owned

Plant – II Survey No. 164/Part, Dommarapochampally village,

Quthbullapur Mandal, Ranga Reddy District, Telangana

Owned

Plant – III Survey No. 160 – A, 161 – 1 & 161 – 5, Kund Falla, Behind

Hotel Hilltop, Near Costal Highway, Bhimpore, Nani

Daman, Daman

Owned

Plant – IV Survey No. 79, Alinagar, Jinnaram Mandal, Mendak District,

Telangana

Owned

Plant – V Shed No. D-17 & D-18, Survey No.283, Phase -1, APIIC,

IDA Jeedimetla, Quthbullapur Mandal, Medchal District, -

500 055, Telangana

Owned

Plant – VI GAT No.656, Khandala - Lonand Road, Mhavashi (Village),

Dhawad Wadi, Khandala, Satara District - 412 802,

Maharashtra

Owned

Plant -VII Plot No-94, SY No-186-P, 187-P, 193-P, 178-P, 179-P, 116-

P, Adakanahally Industrial, Hobli, Nanajangud (Taluq),

Mysore Dist. Mysore Area, Chikkaiahnachatra 571 302,

Karnataka

Lease hold

Plant -VIII Plot No.2A, SY No 251P, 255P, 256P, 261P, IC-Pudi, Pudi

Village, Rambilli (Mandal), Visakhapatnam - 531 011,

Andhra Pradesh

Owned

Plant – IX Gata No. 1269, 1270, 1272, C/o Kumar Woolen mill,

Magaraswara (village), Unnao – 209862, Uttar Pradesh

Leasehold

Plant - X Plot No. G40/2, G41 & G42/1, 16188 Sqmts, General Park

Sultanpur (village) Ameenpur (Mandal), Sangareddy

district, Hyderabad

Owned

Depot – I P-12, Hide Road, Kolkata, West Bengal - 700043 Leasehold

Depot – II Survey number 110/1E, Street No. 1, Onnalvadi Village,

Krishnagiri District, Tamil Nadu - 635125

Leasehold

Mumbai Office Shop Number 1, Ground Floor, Badridham Co-operative

Housing Society Limited, Sant Janabhai Road, Vile Parle

(East), Mumbai - 400057, Maharashtra

Leasehold

Other Shed No. D – 177, Phase – III, D. A, Jeedimetla, Ranga

Reddy, Telangana- 500043

Owned*

*Our Company has received this property, pursuant to scheme of arrangement between Teck–Men Tools Private

Limited, Mold–Tek Technologies Limited, Our Company and their respective shareholders approved by the High

Court of Hyderabad vide its order dated July 25, 2008, however we have not applied for the change of ownership

of this property before the relevant authorities and same is still in the name of Mold–Tek Technologies Limited.

The terms of the leases executed by us are varied. In most of the lease agreements executed by us, there is an

option to renew the lease for a further period, usually at an increased rate of rent.

INTELLECTUAL PROPERTY RIGHTS

We create and own certain valuable intellectual property assets. We own or hold licenses to use certain patents,

design and trademarks. Our intellectual property assets include patents and patent applications related to our

innovations and product offerings; trademarks related to our brands; and design of our product offerings.

We protect our competitive position by, among other methods, filing patent applications to protect technology

and improvements that it considers important for the development of our products. In the year 1998, we have

applied for a patent for an invention entitled a pull up spout with temper proof seal which was granted in the year

2007. We have also applied for patent for an invention of an airtight pilfer proof and temper evident seal locking

mechanism of containers with lid and a temper proof lid having spout for containers and process for its

manufactures. As at October 31, 2021, we are the registered proprietor of 17 designs of our products registered

with the Controller General of Patents, Designs and Trade Marks under the provisions of the Design Act, 2000

and the Design Rules, 2001. In addition, we have 2 patent registered and 1 pending patent applications in India.

131

We also own various trademarks and service marks that contribute to the identity and the recognition of our

corporate brand, product and service brands globally. These trade and service marks are integral to our business,

and the loss of any of these intellectual property rights could have a material adverse effect on our business.

132

BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

Board of Directors

As on the date of this Placement Document, our Board of Directors consists of 10 (ten) Directors including one

Chairman and Managing Director, two Deputy Managing Directors, one Whole-time Director, one Non-executive

Director and five Independent Directors (including a woman Independent Director). The Articles of Association

provide that our Company shall not have less than three Directors and not more than such number as provided in

the Companies Act, 2013. The composition of our Board is governed by the provisions of the Companies Act,

2013, the Articles of Association of our Company and the SEBI Listing Regulations.

Pursuant to the provisions of the Companies Act, 2013, at least two-third of the total number of Directors,

excluding the Independent Directors, are liable to retire by rotation, with one-third of such number retiring at each

AGM. A retiring Director is eligible for re-election. Further, an Independent Director may be appointed for a

maximum of two consecutive terms of up to five consecutive years each. Any re-appointment of Independent

Directors shall, inter alia, be on the basis of the performance evaluation report and approved by the shareholders

by way of special resolution.

The following table sets forth details of our Board as on the date of this Placement Document:

S.

No.

Name, address, occupation, term, nationality and DIN Age

(years)

Designation

1. Janumahanti Lakshmana Rao

Address: Plot No. 321–K, Road No. 26, Jubilee Hills,

Hyderabad – 500 033, Telangana, India

Occupation: Service

Term: For a period five years with effect from April 1, 2019

Nationality: Indian

DIN: 00649702

62 Chairman and

Managing Director

2. Adivishnu Subramanyam

Address: H. No. 8-2-268-V/20, 20A, Vivekananda Enclave,

Road No. 3, Near Sagar Society, Banjara Hills, Hyderabad –

500 034, Telangana, India

Occupation: Service

Term: For a period of five years with effect from April 1, 2019

Nationality: Indian

DIN: 00654046

67 Deputy Managing

Director

3. Pattabhi Venkateswara Rao

Address: H. No. 7-1-214/4/1,2 and 3, Dharam Karan Road,

Ameerpet, Hyderabad – 500016, Telangana, India

Occupation: Service

Term: For a period of five years with effect from April 1, 2019

Nationality: Indian

64 Deputy Managing

Director

133

S.

No.

Name, address, occupation, term, nationality and DIN Age

(years)

Designation

DIN: 01254851

4. Srinivas Madireddy

Address: HIG-29, Phase-9, KPHB Colony, Hyderabad –

500072, Telangana, India

Occupation: Service

Term: For a period of 5 years with effect from May 14, 2018

Nationality: Indian

DIN: 01311417

55 Whole Time Director

5. Talupunuri Venkateswara Rao

Address: 3-12-2, Praveena Residency, 3rd lane, Pattabhipuram,

Guntur – 522006, Andhra Pradesh, India

Occupation: Service

Term: For a period of five years with effect from September 30,

2019

Nationality: Indian

DIN: 00572657

65 Independent Director

6. Venkata Appa Rao Kotagiri

Address: 9-22/2A, Hospital Street, Bobbili, Vizianagaram –

535558, Andhra Pradesh, India

Occupation: Doctor

Term: For a period of five years with effect

from May 14, 2018

Nationality: Indian

DIN: 01741020

62 Independent Director

7. Eswara Rao Immaneni

Address: Plot No - 3, Road No - 3, Sector-Iv, Lotus Land Mark,

Kedareswara Pet, Gandhinagaram, Krishna, Vijayawada

520003, Andhra Pradesh

Occupation: Chartered Accountant

Term: For a period of five years with effect from May 14, 2018

Nationality: Indian

DIN: 08132183

62 Independent Director

8. Dhanrajtirumala Narasimha Togaru 61 Independent Director

134

S.

No.

Name, address, occupation, term, nationality and DIN Age

(years)

Designation

Address: 21, Reliance Villas, Chinna Thokatta, New

Bowenpally Secunderabad, Hyderabad – 500011, Telangana,

India

Occupation: Service

Term: For a period of five years with effect from January 27,

2020

Nationality: Indian

DIN: 01411541

9. Madhuri Venkata Ramani Viswanadham

Address: Flat # 101, Manbhum, Venkys Apts 6-3-1090/M/101,

Rajbhavan Road, Somajiguda, Hyderabad – 500082 Telangana,

India

Occupation: Chartered Accountant

Term: For a period of five years with effect from March 11,

2020

Nationality: Indian

DIN: 08715322

49 Independent Woman

Director

10. Janumahanti Mytraeyi

Address: Plot No. 321, K Road No. 26, Jubilee Hills, Hyderabad

– 500033, Telangana, India

Occupation: Business

Term: Liable to retire by rotation

Nationality: Indian

DIN: 01770112

87 Non – Executive and

Non – Independent

Director

Brief Profiles of our Directors

Janumahanti Lakshmana Rao: He holds a Bachelor’s degree in Civil Engineering and also holds a Post graduate

diploma in management form the Indian Institute of Management, Bangalore specializing in marketing and

finance areas. He is a founder of Mold-Tek group companies. He has a vast experience of 38 years in the field of

finance & Marketing.

Subramanyam Adivishnu: He holds a Bachelor’s degree in BE Mechanicial from REC- Suratkal and he

completed short-term course in mould design and manufacturing from CIPET- Chennai. He promoted Mold-Tek

along with Janumahanti Lakshmana Rao. He has 40 years of work experience in the field of in-house research

and development of moulds and in-house tool room for designing and development of moulds for new products.

Pattabhi Venkateswara Rao: He holds a Bachelor’s degree in arts from Osmania University and a diploma

degree in material management. He has over 41 years of work experience in the field of material management and

135

project execution and co-ordination. He is incharge of overall marketing and commercial activities of the

company.

Srinivas Madireddy: Mr. Srinivas Madireddy is an Engineer by profession holding a degree in B.E (Mechanical).

He is having experience of over 33 years in the field of Production Management and other fields and he is incharge

of Production, planning and control of all the units.

Talupunuri Venkateswara Rao is the Independent Director of our Company. He holds a master’s degree in

science from Andhra University, Visakhapatnam. He also holds a degree of doctor of philosophy from Andhra

University, Visakhapatnam. He was a former Deputy Commissioner of Commercial Taxes, Government of

Andhra Pradesh. He has over 33 years of work experience. He has been associated with our Company since August

27, 2008.

Venkata Appa Rao Kotagiri is the Independent Director of our Company. He holds a Post Graduation degree in

1988.from Regional Institute of Ophthalmology. He has over 19 years of work experience. He has been a Director

on our Board since May 14, 2018.

Eswara Rao Immaneni is the Independent Director of our Company. He holds a M. Phils’s degree in 2007 from

Periyar University. He has over 31 years of work experience. He has been a Director on our Board since May 14,

2018.

Dhanrajtirumala Narasimha Togaru is the Independent Director of our Company. He holds a PGDM(IIMB)

degree in 1982 from Indian Institute of Management Bangalore. He has over 33 years of work experience. He has

been a Director on our Board since January 27, 2020.

Madhuri Venkata Ramani Viswanadham is the Independent Director of our Company. She holds a Chartered

Accountancy degree in 2012 from Institute of Chartered Accountants of India. She has over 14 years of work

experience. She has been a Director on our Board since March 11, 2020.

Janumahanti Mytraeyi a Non – Executive and Non- Independent Director of our Company. She holds a

bachelor’s degree in science from Andhra University, Visakhapatnam. She has over 50 years of work experience.

She has been associated with our Company since August 27, 2008.

Relationship with other Directors

Except for Janumahanti Lakshmana Rao who is son of Janumahanti Mytraeyi and Adivishnu Subramanyam who

is brother – in – law of Janumahanti Lakshmana Rao and son – in – law of Janumahanti Mytraeyi, none of our

directors are related to each other.

Borrowing powers of the Board

Our Board of Directors including any committee thereof vide a special resolution dated September 30, 2014 is

authorised to borrow money, without limitation, from any bank or public financial institution, eligible foreign

lender or entities and authorities, credit suppliers and any other securities such as floating rate notes, syndicated

loans and debentures, commercial papers, short term loans and through credit from official agencies or by way of

commercial borrowings for an aggregate amount not exceeding ₹ 25,000 lacs notwithstanding the money

borrowed may exceed the aggregate of the paid – up share capital and free reserves.

Shareholding details of our Directors

The following table sets forth details of shareholding of our Directors as on the date of this Placement Document:

Sno. Name of the Director Number of fully paid

up Equity Shares

held

No. of Shares Underlying

Outstanding convertible

securities (including

Warrants)

1 Janumahanti Lakshmana Rao 2,636,553 486,648

2 Subrahmanyam Adivishnu 1,665,706 219,492

3 Pattabhi Venkateswara Rao 140,396 46,000

4 Srinivas Madireddy 441,708 28,035

136

Remuneration details of our Directors

In accordance with the board resolution dated May 14, 2018, our Company had approved the sitting fees of ₹

20,000 per meeting of the Board to each of our Independent Directors with effect from May 14, 2018. In addition

to the sitting fees, the Independent directors are reimbursed for any expenditure incurred for travelling,

accommodation and other such expenses for attending the Board/ committee meetings to the extent as permitted

under the Companies Act and the SEBI Listing Regulations.

The following table sets forth the remuneration (including commission and perquisites) paid by or provided for

by our Company to the Executive Directors during the last three Fiscals and from April 1, 2021 till November 30,

2021:

(₹in millions)

Name of the Director Remuneration

For the period from

April 1, 2021 till

November 30, 2021

For Fiscal 2021 For Fiscal 2020 For Fiscal

2019

Janumahanti Lakshmana

Rao

13.08 16.84 14.27 15.23

Subrahmanyam

Adivishnu

15.11 19.93 19.49 19.37

Pattabhi Venkateswara

Rao

10.92 13.73 13.73 14.38

Srinivas Madireddy 5.30 7.62 8.61 6.78

For further details on the related party transactions, with our Directors during the last three Fiscals, see “Related

Party Transactions” beginning on page 72.

The following table sets forth the sitting fees paid by or provided for by our Company to the Independent Directors

during the last three Fiscals and from April 1, 2021 till November 30, 2021:

(₹ in million)

Name of the Director Remuneration

For the period

from April 1,

2021 till

November 30,

2021

For Fiscal

2021

For Fiscal

2020

For Fiscal

2019

Madhuri Venkata Ramani Viswanadham 0.10 0.14 - -

Dhanrajtirumala Narasimha Togaru 0.06 0.12 0.02 -

Eswara Rao Immaneni 0.10 0.14 0.14 0.10

Venkata Appa Rao Kotagiri 0.08 0.06 0.06 0.02

Talupunuri Venkateswara Rao 0.10 0.14 0.14 0.12

Janumahanti Mytraeyi 0.06 0.04 0.06 0.06

B. Ramakrishna* - 0.06 - -

Dr. N.V.N. Varma** - - - 0.06

*Resign from the Board of Director from August 29, 2020

** Resign from the Board of Director from September 30, 2019.

Terms of Appointment of our Executive Directors

Janumahanti Lakshmana Rao, Chairman and Managing Directors

Janumahanti Lakshmana Rao has been appointed as the Chairman and Managing Director of our Company for 5

(Five) years with effect from. April 01, 2019 till March 31, 2024 pursuant to a resolution passed by our Board on

September 1, 2018 and our Shareholders on September 29, 2018. Further, the terms and conditions of his

appointment as the Chairman and Managing Director are set forth below:

137

Particulars Details

Salary ₹ 2,190,060 per month for the Financial Year 2021-22 (the present gross

salary including all perquisites). The Company will provide 15% increment

on gross salary for each year (i.e., for the next 2 years) w.e.f. 1st April,

2022 to 31st March, 2024 to be drawn either from Mold-Tek Packaging

Limited or from Mold-Tek Technologies Limited or partly from Mold-Tek

Packaging Limited and the balance from Mold-Tek Technologies Limited.

Perquisites and

allowances

The company’s contribution to the Provident Fund, Superannuation fund

or annuity fund to the extent these either singly or put together are not

taxable under the Income Tax Ac. The said contribution will not be

included in the computation of the ceiling of remuneration.

Gratuity payable shall not exceed one half month’s salary for each

completed year of service and will not be included in the computation of

the ceiling on remuneration

Encashment of leave at the end of the tenure in accordance with the rules

of the Company

Entitled to car and telephone at residence for use of business purpose.

Reimbursement of

Expense

Entitled to reimbursement on entertainment expenses, travelling, boarding

and lodging expenses incurred for business of company

Other Facilities and

benefits as under

In addition to salary and perquisites above, commission on 1.50% on the

net profits of the company as per the provisions of Companies Act, 2013

Adivishnu Subramanyam, Deputy Managing Director

Adivishnu Subramanyam has been appointed as the Deputy Managing Director of our Company for 5 (Five) years

with effect from April 1, 2019 till March 31,2024 pursuant to a resolution passed by our Board on September 1,

2018 and our Shareholders on September 29, 2018. Further, the terms and conditions of his appointment as the

Deputy Managing Director are set forth below:

Particulars Details

Salary ₹ 2,015,160 per month for the Financial Year 2021-22 (the present gross

salary including all perquisites). The Company will provide 15% increment

on gross salary for each year (i.e., for the next 2 years) w.e.f. 1st April,

2022 to 31st March, 2024.

Perquisites and

allowances

The company’s contribution to the Provident Fund, Superannuation fund

or annuity fund to the extent these either singly or put together are not

taxable under the Income Tax Ac. The said contribution will not be

included in the computation of the ceiling of remuneration.

Gratuity payable shall not exceed one half month’s salary for each

completed year of service and will not be included in the computation of

the ceiling on remuneration

Encashment of leave at the end of the tenure in accordance with the rules

of the Company

Entitled to car and telephone at residence for use of business purpose.

Reimbursement of

Expense

Entitled to reimbursement on entertainment expenses, travelling, boarding

and lodging expenses incurred for business of company

Other Facilities and

benefits as under

In addition to salary and perquisites above, commission on 1% on the net

profits of the company as per the provisions of Companies Act, 2013

Pattabhi Venkateswara Rao, Deputy Managing Director

Pattabhi Venkateswara Rao has been appointed as the Deputy Managing Director of our Company for5 (Five)

years with effect April 1, 2019 till March 31, 2024 pursuant to a resolution passed by our Board September 1,

2018 and our Shareholders on September 29, 2018. Further, the terms and conditions of his appointment as the

138

Deputy Managing Director are set forth below:

Particulars Details

Salary ₹ 1,364,225/- per month for the Financial Year 2021-22 (the present gross

salary including all perquisites). The Company will provide 12.5%

increment on gross salary for each year (i.e., for the next 2 years) w.e.f. 1st

April, 2022 to 31st March, 2024.

Perquisites and

allowances

The company’s contribution to the Provident Fund, Superannuation fund

or annuity fund to the extent these either singly or put together are not

taxable under the Income Tax Ac. The said contribution will not be

included in the computation of the ceiling of remuneration.

Gratuity payable shall not exceed one half month’s salary for each

completed year of service and will not be included in the computation of

the ceiling on remuneration

Encashment of leave at the end of the tenure in accordance with the rules

of the Company

Entitled to car and telephone at residence for use of business purpose.

Reimbursement of

Expense

Entitled to reimbursement on entertainment expenses, travelling,

boarding and lodging expenses incurred for business of company

Other Facilities and

benefits as under

In addition to salary and perquisites above, commission on 0.5% on the

net profits of the company as per the provisions of Companies Act, 2013

Srinivas Madireddy, Whole Time Director

Srinivas Maddireddy has been appointed as the Whole-Time Director of our Company for 5 (Five) years with

effect from May 14, 2018 till May 13, 2023 pursuant to a resolution passed by our Board September 1, 2018 and

our Shareholders on September 29, 2018. Further, the terms and conditions of his appointment as the Whole-Time

Director are set forth below:

Particulars Details

Salary ₹ 8,04,462 per month for the period ending as on 30th September, 2021

(the present gross salary gross salary including all perquisites) The

Company will provide 12.5% increment on gross salary for the period 1st

October, 2021 till 13th May, 2023 with effect from 1st October, 2021 till

13th May, 2023.

Perquisites and

allowances

The company’s contribution to the Provident Fund, Superannuation fund

or annuity fund to the extent these either singly or put together are not

taxable under the Income Tax Ac. The said contribution will not be

included in the computation of the ceiling of remuneration.

Gratuity payable shall not exceed one half month’s salary for each

completed year of service and will not be included in the computation of

the ceiling on remuneration

Encashment of leave at the end of the tenure in accordance with the rules

of the Company

Entitled to car and telephone at residence for use of business purpose.

Reimbursement of

Expense

Entitled to reimbursement on entertainment expenses, travelling, boarding

and lodging expenses incurred for business of Company

Other Facilities and

benefits as under

Nil

Senior Management

In addition to our Managing Director and Executive Directors, the following are the Senior Management of our

Company:

139

Name of the Senior Management Designation

Sheshu Kumari Adivishnu Chief Financial Officer

Thakur Vishal Singh Company Secretary and Compliance Officer

Shareholding of our Senior Management

Other than as set forth in “- Shareholding of Directors”, the following table includes the details regarding the

shareholding of the KMPs as of the date of this Placement Document:

As on date of this Placement Documents, except as stated below, none of the Senior Management Personnel hold

any Equity Shares in our Company

S. No. Name of the Senior Management

Personnel

Number of Equity

Shares held

No. of Shares Underlying

Outstanding convertible

securities (including

Warrants)

1 Seshu Kumari Adivishnu 509,000 90,000

2 Thakur Vishal Singh 1 -

Interest of our Directors and Senior Management

All our Directors may be deemed to be interested to the extent of their shareholding, remuneration, fees and

compensation payable to them for attending meetings of our Board or Committees thereof, commission as well

as to the extent of reimbursement of expenses payable to them. The Directors shall also be deemed to be interested

to the extent of any office of profit held by the relatives of the Directors in the Company.

All of our Directors may also be regarded as interested in any Equity Shares held by them and also to the extent

of any dividend payable to them and other distributions in respect of such Equity Shares held by them and any

other benefit arising out of such holding. All Directors may also be regarded as interested in the Equity Shares

held by, or subscribed by and allotted to, their relatives or the companies, firms and trust, in which they are

interested as directors, members, partners, trustees.

Except as provided in “Related Party Transactions” beginning on page 72, we have not entered into any contract,

agreement or arrangement during the three Fiscals immediately preceding the date of this Placement Document

in which any of our Directors are interested, directly or indirectly, and no payments have been made to them in

respect of any such contracts, agreements, arrangements which are proposed to be made with them. For further

details on the related party transactions, with our Directors during the last three Fiscals, see “Related Party

Transactions” beginning on page 72.

The Senior Management of our Company do not have any interest in our Company other than to the extent of the

remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of

expenses incurred by them and to the extent of the Equity Shares held by them or their dependants in our Company,

if any, and any dividend payable to them and other distributions in respect of such Equity Shares.

Other than as disclosed in this Placement Document, there are no outstanding transactions other than in the

ordinary course of business undertaken by our Company, in which the Directors are interested. Our Company has

neither availed of any loans from, nor extended any loans to our Directors, which are currently outstanding. For

further details on the related party transactions, with our Directors during the last three Fiscals, see “Related Party

Transactions” beginning on page 72.

Other than Janumahanti Lakshmana Rao, Adivishnu Subramanyam and Pattabhi Venkateswara Rao, who are the

Promoter of our Company, our Directors have no such interest in the promotion of our Company as on the date

of this Placement Document.

Our Chairman and Managing Director, Janumahanti Lakshmana Rao may be interested in the appointment of

Janumahanti Navya Mythri (daughter of Janumahanti Lakshmana Rao)/ Rana Pratap Janumahanti (Son of

Janumahanti Lakshmana Rao), holding place of profit as Assistant Finance Controller and Vice President in our

Company and receiving remuneration and reimbursement of expenses as per approval of shareholders’ and Central

Government under the relevant provisions of the Companies Act. Further, our Chairman and Managing Director,

Janumahanti Lakshmana Rao and our Deputy Managing Director, Adivishnu Subramanyam may be interested in

140

the appointment of Seshu Kumari Adivishnu, holding place of profit as Chief Financial Officer in our Company

and receiving remuneration and reimbursement of expenses as per approval of shareholders’ and Central

Government under the relevant provisions of the Companies Act.

Our Company does not have any bonus or profit-sharing plan with its Directors or Senior Management.

Corporate governance

Our Company is in compliance with the corporate governance requirements including the constitution of Board

and Committees thereof, as prescribed under the Companies Act and SEBI Listing Regulations.

Committees of the Board of Directors

The Board of Directors have constituted committees, which function in accordance with the relevant provisions

of the Companies Act and the SEBI Listing Regulations. The following table sets forth the members of the

aforesaid committees as of the date of this Placement Document:

Name of the Committee Members

Audit Committee

Eswara Rao Immaneni (Chairman)

Talupunuri Venkateswara Rao (Member)

Venkata Appa Rao Kotagiri (Member)

Nomination and Remuneration Committee Venkata Appa Rao Kotagiri (Chairman)

Eswara Rao Immaneni (Member)

Talupunuri Venkateswara Rao (Member)

Stakeholders’ Relationship Committee Talupunuri Venkateswara Rao (Chairman)

Venkata Appa Rao Kotagiri (Member)

Eswara Rao Immaneni (Member)

Corporate Social Responsibility Committee Janumahanti Lakshmana Rao (Chairman)

Pattabhi Venksteswara Rao (Member)

Adivishnu Subramanyan (Member)

Venkata Appa Rao Kotagiri (Member)

Risk Management Committee Janumahanti Lakshmana Rao (Chairman)

Adivishnu Subramanyan (Member)

Dhanrajtirumala Narasimha Togaru (Member)

Management Organization Structure

141

Other confirmations

None of the Directors, Promoters or Senior Management of our Company has any financial or other material

interest in the Issue.

Neither our Company, nor any of our Directors or Promoters have been declared as a Wilful Defaulter in the last

ten years by any bank or financial institution or consortium thereof.

None of the Directors or the companies with which they are or were associated as promoters, directors are debarred

from accessing the capital markets under any order or direction passed by the SEBI or any other governmental

authority. Neither our Company, nor our Promoters or the companies with which our Promoters is or has been

associated with a promoter or a person in control have been debarred from accessing capital markets under any

order or direction passed by SEBI or any other governmental authority.

None of our Directors or Promoters have been declared as a Fugitive Economic Offender.

None of our Directors, Promoters or Senior Managerial personnel of our Company intends to subscribe to the

Issue.

Policy on disclosures and internal procedure for prevention of insider trading

SEBI Insider Trading Regulations applies to us and our employees and requires us to formulate and implement a

code of practices and procedures for fair disclosure of unpublished price sensitive information and a code of

conduct to regulate, monitor and report trading by designated persons. Our Company is in compliance with the

same and has implemented an insider trading code of conduct for prevention of insider trading in accordance with

the SEBI Insider Trading Regulations, in terms of which, Company Secretary, acts as the Compliance Officer of

our Company under the aforesaid code of conduct for the prevention of insider trading.

142

PRINCIPAL SHAREHOLDERS

The shareholding pattern of our Company, as on date of the Preliminary Placement Document (based on beneficiary data as on December 10, 2021), is set forth below:

Table I - Summary Statement holding of specified securities

Categor

y (I)

Category of

shareholder

(II)

Nos. of

shareh

olders

(III)

No. of

fully paid-

up equity

shares

held (IV)

No. of

Partly

paid-

up

equity

shares

held

(V)

No. of

shares

underl

ying

Deposi

tory

Receip

ts (VI)

Total nos.

of shares

held (VII)

= (IV) +

(V) + (VI)

Sharehold

ing as a %

of total no.

of shares

(calculate

d as per

SCRR,

1957)

(VIII)

As a % of

(A+B+C2)

No. of

voting

Rights

held in

each class

of

securities

(IX)

No. of

Voting

(XIV)

Rights

No. of

Shares

Underlyin

g

Outstandi

ng

Convertibl

e

Securities

(X)

No. of

Shares

Underlying

Outstandin

g Warrants

(Xi)

No. of

Shares

Underlying

Outstandin

g

Convertibl

e Securities

and No. of

Warrants

(Xi) (a)

Shareholdin

g, as a %

assuming

full

conversion

of

convertible

securities (as

a % of

diluted share

capital) (XI)

= (VII)+(X)

As a % of

(A+B+C2)

No. of

Locke

d in

Shares

(XII)

No. of

Shares

pledged or

otherwise

encumbered

(XIII)

No. of equity

shares held in

dematerialized

form (XIV)

Class eg: x Class

eg: y

Total Total as a

% of

(A+B+C)

No. (a) As a %

of total

Shares

held (b)

No. (a) As a % of

total

shares

held (b)

(A) Promoter &

Promoter

Group

32 9,694,314 0 0 9,694,314 33.70 9,694,314 0 9,694,314 33.70 0 1,726,527 1,726,527 36.00 89,650 0.31 9,694,314

(B) Public 45,230 19,057,604 11,667 0 19,069,271 66.30 19,069,271 0 19,069,271 66.30 0 1,230,865 1,230,865 64.00 65,3273

2.27

18,938,349

(C) Non-

Promoter –

Non-Public

(C1) Shares

underlying

DRs

(C2) Shares held

by

Employee

Trusts

Total 45,262

28,751,918 11,667 0 28,763,585 100 28,763,585 0 28,963,585 100 0 2,957,392 2,957,392 100.00 0 0 7,42,923 2.58

28,632,663

Table II - Statement showing shareholding pattern of the Promoter and Promoter Group

143

Sr.

No.

Name of the

Shareholders (I)

PAN (II) No. of fully

paid-up

equity

shares held

(IV)

No. of

Partly

paid-up

equity

shares

held (V)

No. of

shares

underl

ying

Deposi

tory

Receip

ts (VI)

Total nos.

shares

held (VII)

= (IV) +

(V) + (VI)

Sharehol

ding as a

% of

total no.

of shares

(calculat

ed as per

SRCC,

1957)

(VIII)

As a %

of

(A+B+C

2)

No. of

Voting

Rights

held in

each class

of

securities

(IX)

No. of

Shares

Underlying

Outstandin

g

Convertible

Securities

(X)

No. of

Shares

Underlyin

g

Outstandi

ng

Warrants

(Xi)

No. of

Shares

Underlying

Outstandin

g

Convertible

Securities

and No. of

Warrants

(Xi)(a)

Shareholdin

g, as a % of

assuming

full

conversion

of

convertible

securities

(as a % of

diluted

Share

Capital)

(XI) =

(VII)+(Xi)(a

) As a % of

(A+B+C2)

No. of

Locked

in

Shares

(XII)

No. of Shares

pledged or

otherwise

encumbered

(XIII)

No. of equity

shares held in

dematerialized

form (XIV)

No of

Voting

(XIV)

Rights

Total as

a % of

Total

Voting

rights

Class

eg:X

Cla

ss

eg:

y

Total

A1

(a)

Individuals/Hindu

Undivided Family

1 Lakshmana Rao

Janumahanti

ABSPJ375

7A

2,636,553 0 2,636,553 9.17 2,636,553 0 2,636,553 9.17 0 486,648 486,648 9.85 0 0 0 0 2,636,553

2 Subramanyam

Adivishnu

ABQPA40

70R

1,665,706 0 1,665,706 5.79 1,665,706 0 1,665,706 5.79 0 219,492 219,492 5.94 0 0 0 0 1,665,706

3 Sudharani

Janumahanti

ABSPJ375

8R

1,576,218 0 1,576,218 5.48 1,576,218 0 1,576,218 5.48 0 313,321 313,321 5.96 0 0 25,000 0.09 1,576,218

4 Seshukumari

Adivishnu

ABQPA40

69A

509,000 0 509,000 1.77 509,000 0 509,000 1.77 0 90,000 90,000 1.89 0 0 0 0 509,000

5 Srinivas Madireddy ABKPM22

03J

441,708 0 441,708 1.54 441,708 0 441,708 1.54 0 28,035 28,035 1.48 0 0 0 0 441,708

6 N Padmavathi AHDPP09

70C

351,388 0 351,388 1.22 351,388 0 351,388 1.22 0 59,658 59,658 1.30 0 0 0 0 351,388

7 Golukonda

Satyavati

AKBPG34

22B

266,788 0 266,788 0.93 266,788 0 266,788 0.93 0 46,680 46,680 0.99 0 0 55,000 0.19 266,788

8 Bhujanga Rao J ABHPJ241

6M

187,874 0 187,874 0.65 187,874 0 187,874 0.65 0 24,040 24,040 0.67 0 0 0 0 187,874

9 A Durga Sundeep AHMPA0

082B

185,160 0 185,160 0.64 185,160 0 185,160 0.64 0 33,000 33,000 0.69 0 0 0 0 185,160

10 Rana Pratap J AGSPJ494

7R

172,300 0 172,300 0.60 172,300 0 172,300 0.60 0 31,000 31,000 0.64 0 0 0 0 172,300

11 Sathya Sravya

Janumahanti

ATCPJ098

0H

168,058 0 168,058 0.58 168,058 0 168,058 0.58 0 120,244 120,244 0.91 0 0 0 0 168,058

12 Pattabhi Sai

Lakshmi

AFVPP30

92D

162,720 0 162,720 0.57 162,720 0 162,720 0.57 0 19,320 19,320 0.57 0 0 0 0 162,720

13 Janumahanti Navya

Mythri

AICPJ674

6N

142,370 0 142,370 0.49 142,370 0 142,370 0.49 0 74,596 74,596 0.68 0 0 0 0 142,370

14 Venkateswara Rao

Pattabhi

ADFPP21

53B

140,396 0 140,396 0.49 140,396 0 140,396 0.49 0 46,000 46,000 0.59 0 0 0 0 140,396

15 Vivaan

Subramanyam

Adivishnu

CMHPA12

89E

107,900 0 107,900 0.38 107,900 0 107,900 0.38 0 0 0 0.34 0 0 0 0 107,900

144

Sr.

No.

Name of the

Shareholders (I)

PAN (II) No. of fully

paid-up

equity

shares held

(IV)

No. of

Partly

paid-up

equity

shares

held (V)

No. of

shares

underl

ying

Deposi

tory

Receip

ts (VI)

Total nos.

shares

held (VII)

= (IV) +

(V) + (VI)

Sharehol

ding as a

% of

total no.

of shares

(calculat

ed as per

SRCC,

1957)

(VIII)

As a %

of

(A+B+C

2)

No. of

Voting

Rights

held in

each class

of

securities

(IX)

No. of

Shares

Underlying

Outstandin

g

Convertible

Securities

(X)

No. of

Shares

Underlyin

g

Outstandi

ng

Warrants

(Xi)

No. of

Shares

Underlying

Outstandin

g

Convertible

Securities

and No. of

Warrants

(Xi)(a)

Shareholdin

g, as a % of

assuming

full

conversion

of

convertible

securities

(as a % of

diluted

Share

Capital)

(XI) =

(VII)+(Xi)(a

) As a % of

(A+B+C2)

No. of

Locked

in

Shares

(XII)

No. of Shares

pledged or

otherwise

encumbered

(XIII)

No. of equity

shares held in

dematerialized

form (XIV)

No of

Voting

(XIV)

Rights

Total as

a % of

Total

Voting

rights

Class

eg:X

Cla

ss

eg:

y

Total

16 Vijay Sharan

Jandhyala

BVUPJ362

2F

106,042 0 106,042 0.37 106,042 0 106,042 0.37 0 0 0 0.33 0 0 0 0 106,042

17 Kavya Sarraju CKVPS00

02F

101,623 0 101,623 0.35 101,623 0 101,623 0.35 0 0 0 0.32 0 0 0 0 101,623

18 Aanvi Adivishnu CFKPA43

33R

101,200 0 101,200 0.35 101,200 0 101,200 0.35 0 0 0 0.32 0 0 0 0 101,200

19 Som Shourya

Jandhyala

BVUPJ362

3E

100,000 0 100,000 0.35 100,000 0 100,000 0.35 0 27,195 27,195 0.40 0 0 0 0 100,000

20 Adivishnu Lakshmi

Mythri

AHYPA33

62L

99,500 0 99,500 0.35 99,500 0 99,500 0.35 0 57,000 57,000 0.49 0 0 0 0 99,500

21 Mytraeyi J AGTPJ896

5A

86,700 0 86,700 0.30 86,700 0 86,700 0.30 0 0 0 0.27 0 0 0 0 86,700

22 Virat Laxman

Janumahanti

BSYPJ294

4R

51,500 0 51,500 0.18 51,500 0 51,500 0.18 0 9,000 9,000 0.19 0 0 0 0 51,500

23 Vihaan Laxman

Posemsetty

FJSPP795

4L

51,000 0 51,000 0.18 51,000 0 51,000 0.18 0 6,000 6,000 0.18 0 0 0 0 51,000

24 Swetha Mythri J AHDPJ20

16M

47,878 0 47,878 0.17 47,878 0 47,878 0.17 0 5,790 5,790 0.17 0 0 0 0 47,878

25 Sarada Janumanti ACHPJ996

7C

41,739 0 41,739 0.15 41,739 0 41,739 0.15 0 19,200 19,200 0.19 0 0 0 0 41,739

26 Hyma M AMWPM6

095K

28,243 0 28,243 0.10 28,243 0 28,243 0.10 0 3,318 3,318 0.10 0 0 0 0 28,243

27 P S N Vamsi Prasad ASOPP12

28P

20,400 0 20,400 0.07 20,400 0 20,400 0.07 0 2,400 2,400 0.07 0 0 0 0 20,400

28 Prasanna Kumar

Golkonda

ACGPG20

11D

10,967 0 10,967 0.04 10,967 0 10,967 0.04 0 2,172 2,172 0.04 0 0 9,650 0.03 10,967

29 Nandiwada Vara

Prasad

AESPP577

1M

4,565 0 4,565 0.02 4,565 0 4,565 0.02 0 2,184 2,184 0.02 0 0 0 0 4,565

30 K V Ramarao AKUPK90

63B

2,402 0 2,402 0.01 2,402 0 2,402 0.01 0 0 0 0.01 0 0 0 0 2,402

31 P Apparao AEWPP03

99D

478 0 478 0.00 478 0 478 0.00 0 234 234 0.00 0 0 0 0 478

Sub-Total (A)(1) 31 9,568,376 0 0 9,568,376 33.27 9,568,376 0 9,568,376 33.27 0 1,726,527 1,726,527 35.61 0 0 89,650 0.31 9,568,376

(2) Foreign

145

Sr.

No.

Name of the

Shareholders (I)

PAN (II) No. of fully

paid-up

equity

shares held

(IV)

No. of

Partly

paid-up

equity

shares

held (V)

No. of

shares

underl

ying

Deposi

tory

Receip

ts (VI)

Total nos.

shares

held (VII)

= (IV) +

(V) + (VI)

Sharehol

ding as a

% of

total no.

of shares

(calculat

ed as per

SRCC,

1957)

(VIII)

As a %

of

(A+B+C

2)

No. of

Voting

Rights

held in

each class

of

securities

(IX)

No. of

Shares

Underlying

Outstandin

g

Convertible

Securities

(X)

No. of

Shares

Underlyin

g

Outstandi

ng

Warrants

(Xi)

No. of

Shares

Underlying

Outstandin

g

Convertible

Securities

and No. of

Warrants

(Xi)(a)

Shareholdin

g, as a % of

assuming

full

conversion

of

convertible

securities

(as a % of

diluted

Share

Capital)

(XI) =

(VII)+(Xi)(a

) As a % of

(A+B+C2)

No. of

Locked

in

Shares

(XII)

No. of Shares

pledged or

otherwise

encumbered

(XIII)

No. of equity

shares held in

dematerialized

form (XIV)

No of

Voting

(XIV)

Rights

Total as

a % of

Total

Voting

rights

Class

eg:X

Cla

ss

eg:

y

Total

(a) Individuals (Non

Resident

Individuals/ Foreign

Individuals)

0 0 0 0 0 0 0 0 0 0 0.00 0 0 0 0 0

(b) Government 0 0 0 0 0 0 0 0 0 0.00 0 0 0 0 0

(c) Institutions 0 0 0 0 0 0 0 0 0 0.00 0 0 0 0 0

(d) Foreign Portfolio

Investor

0 0 0 0 0 0 0 0 0 0.00 0 0 0 0 0

(e) Any Other (Specify) 0 0 0 0 0 0 0 0 0 0.00 0 0 0 0 0

Body Corporates 1

Mold-Tek

Technologies

Limited

AABCM9

845R

125,938 125,938 0.44 125,938 0 125,938 0.44 0 0 0 0.40 0 0 0 0 125,938

Sub-Total (A)(2) 0 0 0 0 0 0 0 0 0 0.00 0 0 0 0 0

Total

Shar

ehold

ing of

Prom

oter

and

Prom

oter

Grou

p

(A)=(

A)(1)

+(A)(

2)

32 9,694,314 0 9,694,314 33.70 9,694,314 0 9,694,314 33.70 0 1,726,527 1,726,527 36.00 0 0 89,650 0.31 9,694,314

Details of Shares which remain unclaimed for Promoter & Promoter Group

Table III - Statement showing shareholding pattern of the Public shareholder

146

Sr. No.

(I)

Name of the

Shareholders (II)

No. of

Sharehol

ders (III)

No. of fully

paid-up

equity

shares held

(IV)

No. of

Partly

paid-up

equity

shares

held (V)

No. of

shares

underl

ying

Deposi

tory

Receip

ts (VI)

Total nos.

shares

held (VII)

= (IV) +

(V) + (VI)

Sharehol

ding as a

% of

total no.

of shares

(calculat

ed as per

SRCC,

1957)

(VIII)

As a %

of

(A+B+C

2)

No. of

Voting

Rights

held in

each class

of

securities

(IX)

No. of

Shares

Underlyin

g

Outstandi

ng

Convertib

le

Securities

(X)

No. of

Shares

Underlyin

g

Outstandi

ng

Warrants

(Xi)

No. of

Shares

Underlyin

g

Outstandi

ng

Convertib

le

Securities

and No. of

Warrants

(Xi)(a)

Shareholdin

g, as a % of

assuming

full

conversion

of

convertible

securities

(as a % of

diluted

Share

Capital)

(XI) =

(VII)+(Xi)(a

) As a % of

(A+B+C2)

No. of

Locked

in

Shares

(XII)

No. of Shares

pledged or

otherwise

encumbered

(XIII)

No. of equity

shares held in

dematerialize

d form (XIV)

No of

Voting

(XIV)

Rights

Total as

a % of

Total

Voting

rights

Class

eg:X

Cla

ss

eg:y

Total No. (a) As a %

of total

Shares

held

(b)

No (a) As a %

of total

Shares

held

(b)

(1) Institutions

(a) Mutual Funds 13 4,131,541 0 4,131,541 14.36 4,131,541 4,131,541 14.36 309,504 309,504 14.00 0 4,131,541

(b) Venture Capital

Funds

(c) Alternate

Investment Funds

0 0 0 0 0.00 0 0 0.00 0 0 0.00 0 0

(d) Foreign Venture

Capital Investors

(e) Foreign Portfolio

Investors

17 2,469,104 0 2,469,104 8.58 2,469,104 2,469,104 8.58 0 0 7.78 0 2,469,104

(f) Financial

Institutions/ Banks

2 11,595 0 11,595 0.04 11595 11,595 0.04 0 0 0.04 0 11,595

(g) Insurance

Companies

(h) Provident Funds/

Pension Funds

(i) Any Other (specify)

Sub-Total (B) (1) 32 6,612,240 0 0 6,612,240 22.99 6,612,240 0 6,612,240 22.98823 0 309,504 309,504 21.82 0 0 0 6,612,240

(2) Central

Government/ State

Government(s)/

President of India

0 0 0 0 0 0 0 0 0 0 0 0 0.00 0 0 0 0

Sub-Total (B) (2) 0 0 0 0 0 0 0 0 0 0 0 0 0 0.00 0 0 0 0

(3) Non-institutions

{a(i)} Individuals -

i. Individual

shareholders

holding nominal

share capital up to

Rs. 1 lakhs.

42,691 6,980,609 10,878 6,991,487 24.31 6,991,487 6,991,487 24.31 211,904 211,904 22.71 491,587 1.71 6,861,861

{a(ii)} Individuals -

ii. Individual

shareholders

29 3,520,835 0 3520835 12.24 3520835 3,520,835 12.24 572,361 572,361 12.90 44,808 0.16 3,520,835

147

Sr. No.

(I)

Name of the

Shareholders (II)

No. of

Sharehol

ders (III)

No. of fully

paid-up

equity

shares held

(IV)

No. of

Partly

paid-up

equity

shares

held (V)

No. of

shares

underl

ying

Deposi

tory

Receip

ts (VI)

Total nos.

shares

held (VII)

= (IV) +

(V) + (VI)

Sharehol

ding as a

% of

total no.

of shares

(calculat

ed as per

SRCC,

1957)

(VIII)

As a %

of

(A+B+C

2)

No. of

Voting

Rights

held in

each class

of

securities

(IX)

No. of

Shares

Underlyin

g

Outstandi

ng

Convertib

le

Securities

(X)

No. of

Shares

Underlyin

g

Outstandi

ng

Warrants

(Xi)

No. of

Shares

Underlyin

g

Outstandi

ng

Convertib

le

Securities

and No. of

Warrants

(Xi)(a)

Shareholdin

g, as a % of

assuming

full

conversion

of

convertible

securities

(as a % of

diluted

Share

Capital)

(XI) =

(VII)+(Xi)(a

) As a % of

(A+B+C2)

No. of

Locked

in

Shares

(XII)

No. of Shares

pledged or

otherwise

encumbered

(XIII)

No. of equity

shares held in

dematerialize

d form (XIV)

No of

Voting

(XIV)

Rights

Total as

a % of

Total

Voting

rights

Class

eg:X

Cla

ss

eg:y

Total No. (a) As a %

of total

Shares

held

(b)

No (a) As a %

of total

Shares

held

(b)

holding nominal

share capital in

excess of Rs. 1

lakhs.

(b) NBFCs registered

with RBI

(c) Employee Trusts

(d) Overseas

Depositories

(holding DRs)

(balancing figure)

(e) Any Other

(specify)

2,478 1,943,920 789 1,944,709 6.76 1,944,709 1,944,709 6.76 137,096 137,096 6.56 116,878 0.41 1,943,413

a Bodies Corporate 250 769,815 579 770,394 2.68 770,394 770,394 2.68 78,580 78,580 2.68 82,541 0.29 769,818

b Non-Resident

Indian (NRI)

1,523 859,701 35 859,736 2.99 859,736 859,736 2.99 28,649 28,649 2.80 13,200 0.05 859,016

c Clearing Members 76 96,526 24 96,550 0.34 96,550 96,550 0.34 1,253 1,253 0.31 0 0.00 96,550

d HUF 627 217,872 151 218,023 0.76 218,023 218,023 0.76 28,614 28,614 0.78 21,137 0.07 218,023

e Trust 2 6 0 6 0.00 6 6 0.00 0 0 0.00 0 0.00 70

Sub-Total (B) (3) 45,198 12,445,364 11,667 12,457,031 43.31 12,457,031 0 12,457,031 43.31 0 921,361 921,361 42.18 0 653,273 2.27 12,326,109

Total Public Shareholding

(B)=(B)(1)+(B)(2)+(B)(3)

45,230 19,057,604 11,667 19,069,271 66.30 19,069,271 0 19,069,271 66.30 0 1,230,865 1,230,865 64.00 0 653,273 2.27 12,326,109

Statement showing shareholding pattern of the Non Promoter- Non Public shareholder

Sr.

No.

(I)

Name of the

Shareholders (II)

No. of

Sharehold

ers (III)

No. of fully

paid-up

equity

shares held

(IV)

No. of

Partly

paid-up

equity

shares

held (V)

No. of

shares

underl

ying

Deposi

tory

Receip

ts (VI)

Total nos.

shares

held (VII)

= (IV) +

(V) + (VI)

Sharehol

ding as a

% of

total no.

of shares

(calculat

ed as per

SRCC,

No. of

Voting

Rights

held in

each class

of

securities

(IX)

No. of

Shares

Underlyin

g

Outstandi

ng

Convertib

le

No. of

Shares

Underlyin

g

Outstandi

ng

Warrants

(Xi)

No. of

Shares

Underlying

Outstandin

g

Convertible

Securities

and No. of

Shareholdin

g, as a % of

assuming

full

conversion

of

convertible

securities

No. of

Locked

in

Shares

(XII)

No. of Shares

pledged or

otherwise

encumbered

(XIII)

No. of equity

shares held in

dematerialized

form (XIV)

148

1957)

(VIII)

As a %

of

(A+B+C

2)

Securities

(X)

Warrants

(Xi)(a)

(as a % of

diluted

Share

Capital)

(XI) =

(VII)+(Xi)(a

) As a % of

(A+B+C2)

No of

Voting

(XIV)

Rights

Total as

a % of

Total

Voting

rights

Class

eg:X

Cla

ss

eg:

y

Total No. (a) As a

% of

total

Shar

es

held

(b)

No (a) As a %

of total

Shares

held

(b)

(1) Custodian/DR

Holder - Name of

DR Holders (If

Available)

(2) Employee Benefit

Trust (under SEBI

(Share based

Employee Benefit)

Regulations, 2014)

0 0 0 0 0 0 0 0 0 0 0 0 0.00 0 0 0 0 0 0

Total Non Promoter- Non

Public Shareholding

(C)= (C)(1)+(C)(2)

0 0 0 0 0 0 0 0 0 0 0 0 0.00 0 0 0 0 0

Total ( A+B+C2 ) 45,262 28,751,918 11,667 0 28,763,585 100.00 28,763,585 0 28,763,585 100.00 0 2,957,392 2,957,392 100.00 0 0 742,923 2.58 28,632,663

Total (A+B+C ) 45,262 28,751,918 11,667 0 28,763,585 100.00 28,763,585 0 28,763,585 100.00 0 2,957,392 2,957,392 100.00 0 0 742,923 2.58 28,632,663

149

ISSUE PROCEDURE

The following is a summary intended to present a general outline of the procedure relating to the Bidding,

application, payment of Application Amount, Allocation and Allotment of Equity Shares. The procedure followed

in the Issue may differ from the one mentioned below and the investors are assumed to have apprised themselves

of any restrictions or limitations that may be applicable to them and are required to consult their respective

advisors in this regard. Bidders that apply in the issue will be required to confirm and will be deemed to have

represented to our Company, the BRLMs and their respective directors, officer, agents affiliate and

representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to

acquire the Equity Shares. Also see “Selling Restrictions” and “Transfer Restrictions” beginning on page 165

and 169 respectively.

Our Company, the BRLMs and their respective directors, officers, agents, advisors, shareholders, employees,

counsel, affiliates and representatives are not liable for any amendment or modification or change to applicable

laws or regulations, which may occur after the date of this Placement Document. Eligible QIBs are advised to

make their independent investigations and satisfy themselves that they are eligible to apply. Eligible QIBs are

advised to ensure that any single Bid 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 Placement

Document. Further, Eligible QIBs are required to satisfy themselves that their Bids would not result in triggering

an open offer under the SEBI Takeover Regulations and shall be solely responsible for compliance with all the

applicable provisions of the SEBI Takeover Regulations, the SEBI Insider Trading Regulations, and other

applicable laws.

Qualified Institutions Placement

THE ISSUE IS MEANT ONLY FOR ELIGIBLE QIBs ON A PRIVATE PLACEMENT BASIS AND IS

NOT AN OFFER TO THE PUBLIC OR TO ANY OTHER CLASS OF INVESTORS.

The Preliminary Placement Document and this Placement Document have not been, and will not be, filed as a

prospectus with the RoC and, no Equity Shares will be offered in India or overseas to the public or any members

of the public or any other class of investors, other than Eligible QIBs.

The Issue is being made to Eligible QIBs in reliance upon Chapter VI of the SEBI ICDR Regulations and Section

42 and other applicable provisions of the Companies Act and rules thereunder, through the mechanism of a QIP.

Under Chapter VI of the SEBI ICDR Regulations and Section 42 of the Companies Act read with Rule 14 of the

PAS Rules and other applicable provisions of the Companies Act, our Company, being a listed company in India

may issue eligible securities to Eligible QIBs provided that certain conditions are met by such Company. Some

of these conditions are set out below:

the shareholders of the issuer have passed a special resolution approving such QIP. Such special resolution

must inter alia specify that, (a) the allotment of securities is proposed to be made pursuant to the QIP; and

(b) the relevant date for the QIP;

the explanatory statement to the notice to the shareholders for convening the general meeting must disclose,

among other things, the particulars of the issue including the date of passing the board resolution, the kind of

securities being offered, amount which the company intends to raise by way of such securities and the material

terms of raising such securities, proposed issue schedule, the purpose or objects of offer, the contribution

made by the promoters or directors either as part of the offer or separately in furtherance of the objects, and

the basis or justification for the price (including premium, if any) at which the offer or invitation is being

made;

under Regulation 172(1)(b) of the SEBI ICDR Regulations, the equity shares of the same class of such issuer,

which are proposed to be allotted through the QIP, are listed on a recognised stock exchange in India having

nation-wide trading terminals for a period of at least one year prior to the date of issuance of notice to its

shareholders for convening the meeting to seek approval of the shareholders for the abovementioned special

resolution;

invitation to apply in the QIP must be made through a private placement offer-cum-application form serially

numbered and addressed specifically to the Eligible QIBs to whom the QIP is made either in writing or in

150

electronic mode, within 30 days of recording the name of such person in accordance with applicable law; the

issuer shall have completed allotments with respect to any earlier offer or invitation made by the issuer or

shall have withdrawn or abandoned such invitation or offer made by the issuer, except as permitted under the

Companies Act;

the issuer shall not make any subsequent QIP until the expiry of two weeks from the date of the previous QIP;

an offer to Eligible QIBs will not be subject to a limit of 200 persons. Prior to circulating the private placement

offer-cum-application (i.e., this Placement Document), the issuer shall prepare and record a list of Eligible

QIBs to whom the Issue will be made. The QIP must be made only to such Eligible QIBs whose names are

recorded by the issuer prior to the invitation to subscribe;

the offering of securities by issue of public advertisements or utilisation of any media, marketing or

distribution channels or agents to inform the public about the QIP is prohibited.

In accordance with the SEBI ICDR Regulations, securities will be issued and allotment shall be made only

in dematerialized form to the allottees; and

the promoter and directors of the issuer are not Fugitive Economic Offenders

At least 10% of the equity shares issued to Eligible QIBs shall be available for Allocation to Mutual Funds,

provided that, if this portion, or any part thereof to be allotted to Mutual Funds remains unsubscribed, it may be

allotted to other Eligible QIBs

Bidders are not allowed to withdraw or revise downwards their Bids after the Bid/ Issue Closing Date.

Additionally, there is a minimum pricing requirement under the SEBI ICDR Regulations. The floor price of the

equity shares issued under the QIP shall not be less than the average of the weekly high and low of the closing

prices of the issuer’s equity shares of the same class quoted on the stock exchanges during the two weeks preceding

the relevant date as calculated in accordance with Chapter VI of the SEBI ICDR Regulations. Our Board through

its resolution dated November 3, 2021 and our Shareholders through a special resolution on December 6, 2021,

have authorised our Board to decide the quantum of discount up to 5% of the Floor Price at the time of

determination of the Issue Price.

The Issue Price shall be subject to appropriate adjustments, if our Company makes any alteration to its share

capital as mentioned in Regulation 176 (4) of the SEBI ICDR Regulations.

The “relevant date” mentioned above in case of allotment of equity shares, refers to the date of the meeting in

which the board of directors or the committee of directors duly authorised by the board of the issuer decides to

open the proposed issue and “stock exchange” means any of the recognised stock exchanges in India on which

the equity shares of the issuer of the same class are listed and on which the highest trading volume in such shares

has been recorded during the two weeks immediately preceding the relevant date.

The securities must be allotted within 365 days from the date of the shareholders’ resolution approving the QIP

in one or tranches and also within 60 days from the date of receipt of Application Amount from the successful

Eligible QIBs. For details of Allotment, see “Pricing and Allocation – Designated Date and Allotment of Equity

Shares” below.

The Equity Shares issued pursuant to the Issue must be issued on the basis of the Preliminary Placement

Document and this Placement Document that shall contain all material information including the information

specified in Schedule VII of the SEBI ICDR Regulations and the requirements prescribed under PAS Rules and

Form PAS-4. The Preliminary Placement Document and this Placement Document are private documents

provided to only select Eligible QIBs through serially numbered copies and are required to be placed on the

website of the concerned Stock Exchanges and of our Company with a disclaimer to the effect that it is in

connection with an issue to Eligible QIBs and no offer is being made to the public or to any other category of

investors. Please note that if you do not receive a serially numbered copy of this Placement Document addressed

to you, you may not rely on this Placement Document uploaded on the website of the Stock Exchanges or our

Company for making an application to subscribe to Equity Shares pursuant to the Issue.

151

The minimum number of allottees for each QIP shall not be less than:

two, where the issue size is less than or equal to ₹2,500 millions; and

five, where the issue size is greater than ₹2,500 millions.

No single Allottee shall be Allotted more than 50% of the Issue Size. Eligible QIBs that belong to the same group

or that are under common control shall be deemed to be a single Allottee for the purpose of the Issue. For details

of what constitutes “same group” or “common control”, see “Application Form – Bid Process” on beginning page

156.

Equity Shares being Allotted pursuant to the Issue shall not be sold for a period of one year from the date of

Allotment, except on the floor of a recognised stock exchange.

We have applied for and received the in-principle approval of the Stock Exchanges under Regulation 28(1)(a) of

the SEBI Listing Regulations for listing of the Equity Shares to be issued pursuant to the Issue on the Stock

Exchanges. We have filed a copy of the Preliminary Placement Document and this Placement Document with

the Stock Exchanges.

We shall also make the requisite filings with the RoC within the stipulated period as required under the Companies

Act and the PAS Rules.

The Issue has been authorised and approved by our Board on November 3, 2021 and our Shareholders through a

special resolution passed at the EGM on December 6, 2021.

Allotments made to VCFs and AIFs in the Issue are subject to the rules and regulations that are applicable

to each of them respectively, including in relation to lock-in requirement. VCFs and AIFs should

independently consult their own counsel and advisors as to investment in and related matters concerning

the Issue.

The Equity Shares offered hereby have not been and will not be registered under the U.S. Securities Act or

the securities laws of any state of the United States, and may not be offered or sold within the United States

except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of

the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares offered in

this Issue are being offered and sold outside the United States in “offshore transactions” as defined in, and

in reliance on Regulation S and the applicable laws of the jurisdiction where those offers and sales are

made.

The Equity Shares issued pursuant to this Issue have not been and will not be registered, listed or otherwise

qualified in any other jurisdiction outside India and may not be offered or sold. And Bids may not be made

by persons in any such jurisdictions, except in compliance with the applicable laws of such jurisdiction.

Issue Procedure

1. On Bid / Issue Opening Date, our Company in consultation with the BRLMs have circulated serially

numbered copies of this Placement Document and the serially numbered Application Form, either in

electronic or physical form to Eligible QIBs and the Application Form will be specifically addressed to such

Eligible QIBs. In terms of Section 42(3) of the Companies Act, our Company shall maintain complete records

of such Eligible QIBs in the form and manner prescribed under the PAS Rules, to whom this Placement

Document and the serially numbered Application Form have been dispatched or circulated, as the case may

be. Our Company will make the requisite filings with RoC within the stipulated time period as required under

the Companies Act.

2. The list of QIBs to whom the Application Form were delivered was determined by our Company in

consultation with the BRLMs. Unless a serially numbered Placement Document along with the serially

numbered Application Form, which includes the details of the bank account wherein the Application Amount

was deposited, were addressed to a particular Eligible QIB, no invitation to subscribe shall be deemed to have

been made to such Eligible QIB. Even if such documentation were to come into the possession of any person

other than the intended recipient, no offer or invitation to offer shall be deemed to have been made to such

person and any application that does not comply with this requirement shall be treated as invalid. The

152

Application Form was required to be signed physically or digitally, if required under applicable law in the

relevant jurisdiction applicable to each Eligible QIB and as permitted under such applicable law. An Eligible

QIB may submit an unsigned copy of the Application Form, as long as the Application Amount was paid

along with submission of the Application Form within the Bid/Issue Period. Once a duly filled Application

Form is submitted by an Eligible QIB, whether signed or not, and the Application Amount has been

transferred to the Escrow Account, such Application Form constitutes an irrevocable offer and cannot be

withdrawn or revised downwards after the Bid/Issue Closing Date. In case Bids are being made on behalf of

the Eligible QIB and this Application Form is unsigned, it shall be assumed that the person submitting the

Application Form and providing necessary instructions for transfer of the Application Amount to the Escrow

Account, on behalf of the Eligible QIB is authorised to do so.

3. Eligible QIBs were required to submit an Application Form, including any revisions thereof, along with the

Application Amount transferred to the Escrow Account specified in the Application Form and a copy of the

PAN card or PAN allotment letter and/or any other documents mentioned in the Application Form, during

the Bid/ Issue Period to the BRLMs.

4. Bidders were required to indicate the following in the Application Form:

full official name of the Bidder to whom Equity Shares are to be Allotted, complete address, email id,

PAN details (if applicable), phone number and bank account details;

number of Equity Shares Bid for;

price at which they are agreeable to subscribe to the Equity Shares and the aggregate Application Amount

for the number of Equity Shares Bid for;

an undertaking that they will deliver an offshore transaction letter to our Company prior to any sale of

Equity Shares confirming that they will not re-offer, re-sell, pledge or otherwise transfer the Equity

Shares, except in an offshore transaction on a recognized Indian stock exchange in compliance with

Regulation S under the Securities Act;

details of the beneficiary account maintained by the Depository Participant to which the Equity Shares

should be credited pursuant to the Issue;

equity shares held by the Bidder in our Company prior to the Issue; and

a representation that it is outside the United States and it had agreed to certain other representations set

forth in the “Representations by Investors” on page 4 and “Transfer Restrictions” on page 169 and certain

other representations made the Application Form.

NOTE: Eligible FPIs were required to indicate their SEBI FPI registration number in the Application Form.

The Bids made by the asset management companies or custodian of Mutual Funds were required to

specifically state the names of the concerned schemes for which the Bids are made. In case of a Mutual Fund,

a separate Bid could be made in respect of each scheme of the Mutual Fund registered with SEBI and such

Bids in respect of more than one scheme of the Mutual Fund were not be treated as multiple Bids provided

that the Bids clearly indicate the scheme for which the Bid has been made. Application by various schemes

or funds of a Mutual Fund were treated as one application from the Mutual Fund. Bidders were advised to

ensure that any single Bid from them did not exceed the investment limits or maximum number of Equity

Shares that could be held by them under applicable laws.

5. Eligible QIBs were required to make the entire payment of the Application Amount for the Equity Shares

Bid for, along with the Application Form, only through electronic transfer to the Escrow Account opened in

the name of “Moldtek Packaging Limited QIP Escrow Account” with the Escrow Agent, within the

Bid/Issue Period as specified in the Application Form sent to the respective Bidders. Please note that any

payment of Application Amount for the Equity Shares should have been made from the bank accounts of the

relevant Bidders and our Company shall keep a record of the bank account from where such payment has

been received. No payment shall be made in the Issue by the Bidders in cash. Application Amount payable

on Equity Shares to be held by joint holders shall be paid from the bank account of the person whose name

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appears first in the Application Form. Until Allotment, and the filing of return of Allotment by our Company

with the RoC, or receipt of final listing and trading approvals from the Stock Exchanges, whichever is later,

Application Amount received for subscription of the Equity Shares shall be kept by our Company in a separate

bank account with a scheduled bank and shall be utilised only for the purposes permitted under the Companies

Act. Notwithstanding the above, in the event (a) any Bidder is not allocated Equity Shares in the Issue, (b)

the number of Equity Shares Allotted to a Bidder is lower than the number of Equity Shares applied for

through the Application Form and towards which Application Amount has been paid by such Bidder, (c) the

Application Amount has been arrived at using an indicative price higher than the Issue Price, or (d) any

Eligible QIB lowers or withdraws their Bid after submission of the Application Form but on or prior to the

Issue Closing Date, the excess Application Amount will be refunded to the same bank account from which it

was remitted, in the form and manner set out in “– Refunds” on page 161.

6. Once a duly completed Application Form is submitted by a Bidder and the Application Amount is transferred

to the Escrow Account, such application constitutes an irrevocable offer and the Bid cannot be withdrawn or

revised downwards after the Bid/ Issue Closing Date. In case of an upward revision before the Bid/ Issue

Closing Date, an additional amount shall be required to be deposited towards the Application Amount in the

Escrow Account along with the submission of such revised Bid. The Bid/ Issue Closing Date shall be notified

to the Stock Exchanges and the Eligible QIBs shall be deemed to have been given notice of such date after

receipt of the Application Form.

7. The Eligible QIBs acknowledge that in accordance with the requirements of the Companies Act, upon

Allocation, our Company will be required to disclose the names of proposed Allottees and the percentage of

their post Issue shareholding in the Placement Document and consents to such disclosure, if any Equity Shares

are allocated to it.

8. The Bids made by asset management companies or custodians of Mutual Funds shall specifically state the

names of the concerned schemes for which the Bids are made. In case of a Mutual Fund, a separate Bid can

be made in respect of each scheme of the Mutual Fund registered with SEBI.

9. Upon receipt of the duly completed Application Form, whether signed or not and the Application Amount in

the Escrow Account, on or after the Bid/ Issue Closing Date, our Company , in consultation with BRLMs

determine the final terms, including the Issue Price of the Equity Shares to be issued pursuant to the Issue

and Allocation. The BRLMs, on behalf of our Company, will send the serially numbered CAN and this

Placement Document to the Successful Bidders. The dispatch of a CAN, and the Placement Document (when

dispatched) to a Successful Bidder shall be deemed a valid, binding and irrevocable contract for the

Successful Bidders to subscribe to the Equity Shares Allocated to such Successful Bidders at an aggregate

price equivalent to the product of the Issue Price and Equity Shares Allocated to such Successful Bidders.

The CAN shall contain details such as the number of Equity Shares Allocated to the Successful Bidders, Issue

Price and the aggregate amount received towards the Equity Shares Allocated. In case of Bids being made on

behalf of the Eligible QIB where the Application Form is unsigned, it shall be assumed that the person

submitting the Application Form and providing necessary instructions for transfer of the Application Amount

to the Escrow Account, on behalf of the Eligible QIB is authorised to do so. The Issue Closing Date shall be

notified to the Stock Exchanges and the Eligible QIBs shall be deemed to have been given notice of such date

after receipt of the Application Form. Please note that the Allocation will be at the absolute discretion of

our Company and shall be in consultation with the BRLMs.

10. Upon determination of the Issue Price and before Allotment of Equity Shares to the Successful Bidders, the

BRLMs, shall, on our behalf, send a serially numbered Placement Document either in electronic form or

through physical delivery to each of the Successful Bidders who have been Allocated Equity Shares pursuant

to dispatch of a serially numbered CAN.

11. Upon dispatch of the serially numbered Placement Document, our Company shall Allot Equity Shares as per

the details in the CANs sent to the Successful Bidders. Our Company will inform the Stock Exchanges of the

details of the Allotment.

12. After passing the resolution passed by the Board or its committee approving the Allotment and prior to

crediting the Equity Shares into the beneficiary account of the Successful Bidders maintained by the

Depository Participant, as specified in the records of the depositories or as indicated in their respective

Application Form, our Company shall apply to the Stock Exchanges for listing approvals in respect of the

Equity Shares Allotted pursuant to the Issue.

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13. After receipt of the listing approvals of the Stock Exchanges, our Company shall credit the Equity Shares

Allotted pursuant to this Issue into the beneficiary accounts of the respective Allottees.

14. Our Company will then apply for the final trading approvals from the Stock Exchanges.

15. The Equity Shares that would have been credited to the beneficiary account with the Depository Participant

of the Successful Bidders shall be eligible for trading on the Stock Exchanges only upon the receipt of final

trading and listing approvals from the Stock Exchanges.

16. As per applicable law, the Stock Exchanges will notify the final listing and trading approvals, which are

ordinarily available on their websites, and our Company may communicate the receipt of the listing and

trading approvals to those Eligible QIBs to whom the Equity Shares have been Allotted. Our Company and

the BRLMs shall not be responsible for any delay or non-receipt of the communication of the final trading

and listing permissions from the Stock Exchanges or any loss arising from such delay or non-receipt. Investors

are advised to apprise themselves of the status of the receipt of the permissions from the Stock Exchanges or

our Company.

Eligible Qualified Institutional Buyers

Only Eligible QIBs are eligible to invest in the Equity Shares pursuant to the Issue, provided that with respect to

FPIs, only Eligible FPIs applying under Schedule II of the FEMA Non-Debt Rules will be considered as Eligible

QIBs. FVCIs are not permitted to participate in the Issue. Currently, QIBs, who are eligible to participate in the

Issue (not being excluded pursuant to Regulation 179(2)(b) of the SEBI ICDR Regulations) and also as defined

under Regulation 2(1)(ss) of the SEBI ICDR Regulations, are set forth below:

alternate investment funds registered with SEBI;

Eligible FPIs;

insurance companies registered with Insurance Regulatory and Development Authority of India;

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;

multilateral and bilateral development financial institutions;

Mutual Funds registered with SEBI;

pension funds with minimum corpus of ₹ 250 million;

provident funds with minimum corpus of ₹ 250 million;

public financial institutions;

scheduled commercial banks;

state industrial development corporations;

the National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005

of the Government published in the Gazette of India;

venture capital funds registered with SEBI; and

systemically important non-banking financial companies.

Allotments made to VCFs and AIFs in the Issue are subject to the rules and regulations that are applicable to

each of them respectively, including in relation to lock-in requirement. VCFs and AIFs should independently

consult their own counsel and advisors as to investment in and related matters concerning the Issue.

ELIGIBLE FPIS ARE PERMITTED TO PARTICIPATE UNDER SCHEDULE II OF FEMA RULES IN

THIS ISSUE. ELIGIBLE FPIS ARE PERMITTED TO PARTICIPATE IN THE ISSUE SUBJECT TO

COMPLIANCE WITH ALL APPLICABLE LAWS AND SUCH THAT THE SHAREHOLDING OF THE

FPIS DO NOT EXCEED SPECIFIED LIMITS AS PRESCRIBED UNDER APPLICABLE LAWS IN

THIS REGARD. FVCIS ARE NOT PERMITTED TO PARTICIPATE IN THIS ISSUE.

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which

means common ownership of more than fifty per cent or common control) is not permitted to exceed 10% of our

post-Issue Equity Share capital. Further, in terms of the FEMA Rules, the total holding by each FPI including its

investor group shall be below 10% of the total post- Issue paid-up Equity Share capital of our Company on a fully

diluted basis. In case the holding of an FPI including its investor group increases to 10% or more of the total post-

Issue paid-up equity capital, on a fully diluted basis, the FPI including its investor group is required to divest the

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excess holding within five trading days from the date of settlement of the trades resulting in the breach. In the

event that such divestment of excess holding is not done within the above prescribed time, the total investment

made by such FPI together with its investor group will be re-classified as FDI as per procedure specified by SEBI

and the FPI and its investor group will be prohibited from making any further portfolio investment in the Company

under the SEBI FPI Regulations. However, in accordance with Regulation 22(4) of the SEBI FPI Regulations, the

FPIs who are: (a) appropriately regulated public retail funds; (b) public retail funds where the majority is owned

by appropriately regulated public retail fund on look through basis; or (c) public retail funds and investment

managers of such foreign portfolio investors are appropriately regulated, the aggregation of the investment limits

of such FPIs having common control, shall not be applicable. Further, the aggregate limit of all FPIs investments,

with effect from April 1, 2020, is up to the sectoral cap applicable to the sector in which the Company operates.

The existing aggregate investment limit for FPIs in the Company is 100% of the paid-up capital of the Company,

on a fully diluted basis.

Two or more subscribers of ODIs having a common beneficial owner shall be considered together as a single

subscriber of the ODI. In the event an investor has investments as a FPI and as a subscriber of ODIs, these

investment restrictions shall apply on the aggregate of the FPI and ODI investments held in the underlying

company.

Pursuant to the SEBI Circular dated April 5, 2018 (Circular No: IMD/FPIC/CIR/P/2018/61), our Company has

appointed NSDL as the designated depository to monitor the level of FPI/NRI shareholding in our Company on a

daily basis and once the aggregate foreign investment of a company reaches a cut-off point, which is 3% below

the overall limit a red flag shall be activated. SEBI however, pursuant to its Circular dated May 17, 2018 (Circular

No: SEBI/HO/IMD/FPIC/CIR/P/2018/81), directed that this system of monitoring foreign investment limits in

Indian listed companies be made operational with effect from June 1, 2018. The depository is then required to

inform the Stock Exchanges about the activation of the red flag. The Stock Exchanges are then required to issue

the necessary circulars/ public notifications on their respective websites. Once a red flag is activated, the FPIs

must trade cautiously, because in the event that there is a breach of the sectoral cap, the FPIs will be under an

obligation to disinvest the excess holding within five trading days from the date of settlement of the trades.

Eligible FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which

may be specified by the Government from time to time. In terms of the FEMA Rules, for calculating the aggregate

holding of FPIs in a company, holding of all registered FPIs shall be included.

Restriction on Allotment.

Pursuant to Regulation 179(2)(b) of the SEBI ICDR Regulations, no Allotment shall be made pursuant to the

Issue, either directly or indirectly, to any Eligible QIB being a promoter, or any person related to, the promoter.

QIBs, which have all or any of the following rights, shall be deemed to be persons related to the promoter:

rights under a shareholders’ agreement or voting agreement entered into with the promoters or members of

the promoter group;

veto rights; or

a right to appoint any nominee director on the board of the Issuer.

Provided, however, that an Eligible QIB which does not hold any Equity Shares in our Company and which has

acquired the aforesaid rights in the capacity of a lender shall not be deemed to be related to the promoter.

Our Company, the BRLMs and any of their respective shareholders, employees, counsel, officers, directors,

representatives, agents, advisors or affiliates shall not be liable for any amendment or modification or

change to applicable laws or regulations, which may occur after the date of this Placement Document.

Eligible QIBs are advised to make their independent investigations and satisfy themselves that they are

eligible to apply. Eligible QIBs 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 Placement Document. Further, Eligible QIBs are required to satisfy

themselves that their Bids would not eventually result in triggering a tender offer under the SEBI Takeover

Regulations and ensure compliance with applicable laws.

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A minimum of 10% of the Equity Shares offered in the Issue shall be Allotted to Mutual Funds. In case of

undersubscription in such portion, such portion or part thereof may be Allotted to other Eligible QIBs.

Note: Affiliates or associates of the BRLMs who are Eligible QIBs may participate in the Issue in compliance

with applicable laws.

Bid Process

Application Form

Eligible QIBs were only to use the serially numbered Application Forms (which were addressed to them) supplied

by our Company and the BRLMs in either electronic form or by physical delivery for the purpose of making a

Bid (including revision of a Bid) in terms of the Preliminary Placement Document and this Placement Document.

By making a Bid (including the revision thereof) for Equity Shares through Application Forms and pursuant to

the terms of the Preliminary Placement Document, the Eligible QIB were deemed to have made all the following

representations and warranties and the representations, warranties and agreements made under “Notice to

Investors”, “Representations by Investors” and “Selling Restrictions” beginning on pages 1, 4 and 165,

respectively:

1. Each Eligible QIB confirms that it is a QIB in terms of Regulation 2(1)(ss) of the SEBI ICDR Regulations

and is not excluded under Regulation 179(2)(b) of the SEBI ICDR Regulations, has a valid and existing

registration under the applicable laws in India (as applicable) and is eligible to participate in this Issue;

2. Each Eligible QIB confirms that it is not a Promoter and is not a person related to the Promoter(s), either

directly or indirectly and its Application Form does not directly or indirectly represent the Promoter(s) or

members of the Promoter Group or persons related to the Promoter(s);

3. Each Eligible QIB confirms that it has no rights under a shareholders’ agreement or voting agreement with

the Promoter or members of the Promoter Group, no veto rights or right to appoint any nominee director on

the Board other than those acquired in the capacity of a lender not holding any Equity Shares which shall not

be deemed to be a person related to the Promoter(s);

4. Each Bidder confirms that in the event it is resident outside India, it is an Eligible FPI, having a valid and

existing registration with SEBI under the applicable laws in India or a multilateral or bilateral development

financial institution, and is eligible to invest in India under applicable law, including the FEMA Rules, as

amended, and any notifications, circulars or clarifications issued thereunder, and has not been prohibited by

SEBI or any other regulatory authority, from buying, selling, dealing in securities or otherwise accessing the

capital markets and is not an FVCI;

5. Each Eligible QIB acknowledges that it has no right to withdraw or revise its Bid downwards after the Bid /

Issue Closing Date;

6. Each Bidder confirms that if Equity Shares are Allotted through this Issue, it shall not, for a period of one

year from Allotment, sell such Equity Shares otherwise than the floor of a recognised Stock Exchange;

7. Each Eligible QIB confirms that the Eligible QIB is eligible to Bid and hold Equity Shares so Allotted together

with any Equity Shares held by it prior to the Issue, if any. Each Eligible QIB further confirms that the holding

of the Eligible QIB, does not and shall not, exceed the level permissible as per any applicable regulations

applicable to the Eligible QIB;

8. Each Eligible QIB confirms that its Bids would not eventually result in triggering a tender offer under the

SEBI Takeover Regulations;

9. The Eligible QIB agrees that it will make payment of its Application Amount along with submission of the

Application Form within the Issue Period. Each Eligible QIB agrees that once a duly filled Application Form

is submitted by an Eligible QIB, whether signed or not, and the Application Amount has been transferred to

the Escrow Account, such Application Form constitutes an irrevocable offer and cannot be withdrawn or

revised downwards after the Bid/Issue Closing Date;

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10. The Eligible QIB agrees that although the Application Amount is required to be paid by it along with the

Application Form within the Issue Period in terms of provisions of the Companies Act, our Company reserves

the right to Allocate and Allot Equity Shares pursuant to this Issue on a discretionary basis in consultation

with the BRLMs. The Eligible QIB further acknowledges and agrees that the payment of Application Amount

does not guarantee Allocation and/or Allotment of Equity Shares Bid for in full or in part;

11. The Eligible QIB acknowledges that in terms of the requirements of the Companies Act, upon Allocation,

our Company will be required to disclose names as “proposed Allottees” and percentage of post-Issue

shareholding of the proposed Allottees in the Placement Document and such QIB consents of such disclosure,

if any Equity Shares are Allocated to it. However, the Eligible QIB further acknowledges and agrees that,

disclosure of such details as “proposed Allottees” in the Placement Document will not guarantee Allotment

to them, as Allotment in the Issue shall continue to be at the sole discretion of our Company, in consultation

with the BRLMs;

12. The Eligible QIB acknowledges that in terms of the requirements of the Companies Act, upon Allocation,

our Company will be required to disclose names as “proposed Allottees” and percentage of post-Issue

shareholding of the proposed Allottees in the Placement Document and such QIB consents of such disclosure,

if any Equity Shares are Allocated to it. However, the Eligible QIB further acknowledges and agrees that,

disclosure of such details as “proposed Allottees” in the Placement Document will not guarantee Allotment

to them, as Allotment in the Issue shall continue to be at the sole discretion of our Company, in consultation

with the BRLMs;

a. QIBs “belonging to the same group” shall mean entities where (a) any of them controls, directly or

indirectly, through its subsidiary or holding company, not less than 15% of the voting rights in the other;

(b) any of them, directly or indirectly, by itself, or in combination with other persons, exercise control

over the others; or (c) there is a common director, excluding nominee and Independent Directors,

amongst an Eligible QIB, its subsidiary(ies) or holding company and any other Eligible QIB; and

b. ‘Control’ shall have the same meaning as is assigned to it by Regulation 2(1)(e) of the SEBI Takeover

Regulations;

13. The Eligible QIBs acknowledge that no Allocation shall be made to them if the price at which they have Bid

for in the Issue is lower than the Issue Price.

14. Each Eligible QIB confirms that it shall not undertake any trade in the Equity Shares credited to its beneficiary

account maintained with the Depository Participant until such time that the final listing and trading approvals

for the Equity Shares are issued by the Stock Exchanges.

15. Each Eligible FPI, confirms that it will participate in the Issue only under and in conformity with Schedule II

of FEMA Rules. Further, each Eligible FPI acknowledges that Eligible FPIs may invest in such number of

Equity Shares such that the individual investment of the Eligible FPI or its investor group (multiple entities

registered as FPIs and directly or indirectly, having common ownership of more than fifty per cent or common

control) in our Company does not exceed 10% of the post-Issue paid-up capital of our Company on a fully

diluted basis. The Bidder confirms that it, individually or together with its investor group, is not restricted

from making further investments in our Company through the portfolio investment route, in terms of

Regulation 22(3) of the SEBI FPI Regulations.

16. A representation that such Bidder is outside the United States, is acquiring the Equity Shares in an “offshore

transaction” under Regulation S and is not an affiliate of the Company or the BRLM or a person acting on

behalf of such an affiliate

Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the Department for

Promotion of Industry and Internal Trade, Government of India and the FDI Policy, investments where the

beneficial owner of the Equity Shares is situated in or is a citizen of a country which shares land border with India,

can only be made through the Government approval route, as prescribed in the Consolidated FDI Policy dated

August 28, 2017.

ELIGIBLE QIBs WERE REQUIRED TO PROVIDE THEIR NAME, COMPLETE ADDRESS, PHONE

NUMBER, EMAIL ID, BANK ACCOUNT DETAILS, BENEFICIARY ACCOUNT DETAILS, PAN,

DEPOSITORY PARTICIPANT’S NAME, DEPOSITORY PARTICIPANTS IDENTIFICATION

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NUMBER AND ENSURE THAT THE NAME GIVEN IN THE APPLICATION FORM, ELIGIBLE QIBs

MUST ENSURE THAT THE NAME GIVEN IN THE APPLICATION FORM IS EXACTLY TH E SAME

AS THE NAME IN WHICH THEIR BENEFICIARY ACCOUNT IS HELD.

IF SO REQUIRE BY THE BRLMs, THE ELIGIBLE QIBs SUBMITTING A BID ALONG WITH THE

APPLICATION FORM, WILL ALSO HAVE TO SUBMIT REQUISITE DOCUMENT(S) TO THE

BRLMs TO EVIDENCE THEIR STATUS AS A “QIB” AS DEFINED HEREINABOVE.

IF SO REQUIRED BY THE BRLMs, ESCROW AGENT OR ANY STATUTORY OR REGULATORY

AUTHORITY IN THIS REGARD, INCLUDING AFTER BID/ISSUE CLOSING DATE, THE ELIGIBLE

QIBs SUBMITTING A BID AND/OR BEING ALLOTTED EQUITY SHARES IN THE ISSUE, WILL

ALSO HAVE TO SUBMIT REQUISITE DOCUMENT(S) TO FULFILL THE APPLICABLE KNOW

YOUR CUSTOMER (KYC) NORMS.

Demographic details such as address and bank account will be obtained from the Depositories as per the

Depository Participant account details provided in the Application Form. However, for the purposes of refund of

all or part of the Application Amount submitted by the Bidder, the bank details as mentioned in the Application

Form from which the Application Amount shall be remitted for the Equity Shares applied for in the Issue, will be

considered.

The submission of an Application Form and payment of the Application Amount pursuant to the Application

Form by a Bidder shall be deemed a valid, binding and irrevocable offer for such Bidder and becomes a binding

contract on a Successful Bidder upon issuance of the CAN and the Placement Document (when dispatched) by

our Company (by itself or through the BRLMs) in favour of the Successful Bidder.

Submission of Application Form

All Application Forms were required to be duly completed with information including the number of Equity

Shares applied for along with payment and a copy of the PAN card or PAN allotment letter. Additionally, the

Application Form included details of the relevant Escrow Account into which the Application Amounts were

required to be deposited. The Application Amount were required to be deposited in the Escrow Account as is

specified in the Application Form and the Application Form shall be submitted to the Book Running Lead

Managers either through electronic form or through physical delivery at either of the following addresses:

Name Address Contact Person Email Phone

(telephone)

Motilal

Oswal

Investment

Advisors

Limited

Motilal Oswal Tower,

Rahimtullah Sayani

Road, Opposite Parel ST

Depot, Prabhadevi,

Mumbai - 400 025

Kirti Kanoria kirti.kanoria@motilaloswal.com +91-22-7193

4380;

Emkay

Global

Financial

Services

Limited

7th Floor, The Ruby,

Senapati Bapat Marg,

Dadar - West Mumbai

400 028

Pranav Nagar mtpl.qip@emkayglobal.com +91 22 66121212

The BRLMs were not to be required to provide any written acknowledgement of the receipt of the Application

Form and the Application Amount.

Bidders Bidding in the Issue were required to pay the entire Application Amount along with the submission of

the Application Form, within the Issue Period.

Payment of Application Amount

Our Company has opened the Escrow Account in the name of “Moldtek Packaging Limited QIP Escrow Account”

with the Escrow Agent, in terms of the Escrow Agreement entered among our Company, the Book Running Lead

Managers and the Escrow Agent. Each Bidder will be required to deposit the Application Amount payable for the

Equity Shares Bid by it along with the submission of the Application Form and during the Bid/ Issue Period.

Bidders could make payment of the Application Amount only through electronic transfer of funds from their own

bank account.

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Note: Payments were made only through electronic fund transfer. Payments made through cash or cheques

were liable to be rejected. Further, if the payment was not made favouring the Escrow Account, the

Application Form was liable to be rejected.

Pending Allotment, our Company undertakes to utilise the amount deposited in “Moldtek Packaging Limited QIP

Escrow Account” only for the purposes of (i) adjustment against Allotment of Equity Shares in the Issue; or (ii)

repayment of Application Amount in terms of this Placement Document. Notwithstanding the above, in the event

a Bidder is not Allocated Equity Shares in the Issue, or the number of Equity Shares Allocated to a Bidder, is

lower than the number of Equity Shares applied for through the Application Form and towards which Application

Amount has been paid by such Bidder, the excess Application Amount will be refunded to the same bank account

from which Application Amount was remitted, in the form and manner set out in “Issue Procedure – Refunds” on

page 161.

Bank Account Details

Each Bidder shall mention the details of the bank account from which the payment of Application Amount has

been made along with confirmation that such payment has been made from such account.

Pricing and Allocation

There is a minimum pricing requirement under the SEBI ICDR Regulations. The Floor Price shall not be less than

the average of the weekly high and low of the closing prices of the Equity Shares quoted on the stock exchange

during the two weeks preceding the Relevant Date. For the purpose of determination of the Floor Price, ‘stock

exchange’ shall mean any of the recognised stock exchanges in which the Equity Shares are listed and in which

the highest trading volume in such Equity Shares has been recorded during the two weeks immediately preceding

the Relevant Date.

Our Company, in consultation with the BRLMs, shall determine the Issue Price, which shall be at or above the

Floor Price.

The “Relevant Date” referred to above will be the date of the meeting in which the Board or the committee thereof

decided to open the Issue and “stock exchange” means any of the recognized stock exchanges in India on which

the Equity Shares of the issuer of the same class are listed and on which the highest trading volume in such Equity

Shares has been recorded during the two weeks immediately preceding the Relevant Date. After finalisation of

the Issue Price, our Company has updated the Preliminary Placement Document with the Issue details and has

filed the same with the Stock Exchanges as this Placement Document.

Build-up of the Book

The Bidders have submitted their Bids (including any revision thereof) through the Application Forms within the

Bid/ Issue Period to the Book Running Lead Managers. Such Bids could not withdrawn or revised downwards

after the Bid/ Issue Closing Date. The book was required to be maintained by the Book Running Lead Managers.

Method of Allocation

Our Company has determined the Allocation in consultation with the Book Running Lead Managers on a

discretionary basis and in compliance with Chapter VI of the SEBI ICDR Regulations. Application Forms

received from the Bidders at or above the Issue Price shall be grouped together to determine the total demand.

The Allocation to all such Bidders will be made at the Issue Price. Allocation to Mutual Funds for up to a minimum

of 10% of the Issue Size shall be undertaken subject to valid Bids being received at or above the Issue Price. In

case of cancellations or default by the Bidders, our Company in consultation with BRLM has the right to reallocate

the Equity Shares at the Issue Price among existing or new Bidders at their sole and absolute discretion subject to

the applicable laws.

THE DECISION OF OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD

MANAGERS IN RESPECT OF ALLOCATION SHALL BE FINAL AND BINDING ON ALL ELIGIBLE

QIBS. ELIGIBLE QIBS MAY NOTE THAT ALLOCATION OF EQUITY SHARES IS AT THE SOLE

AND ABSOLUTE DISCRETION OF OUR COMPANY AND ELIGIBLE QIBS MAY NOT RECEIVE

ANY ALLOCATION EVEN IF THEY HAVE SUBMITTED VALID APPLICATION FORMS AND PAID

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THE ENTIRE APPLICATION AMOUNT AT OR ABOVE THE ISSUE PRICE WITHIN THE BID/

ISSUE PERIOD. NEITHER OUR COMPANY NOR THE BRLMs ARE NOT OBLIGED TO ASSIGN

ANY REASON FOR ANY NON-ALLOCATION.

CAN

Based on receipt of the serially numbered Application Forms and Application Amount, our Company, in

consultation with the Book Running Lead Managers, in their sole and absolute discretion, shall decide the

Successful Bidders to whom the serially numbered CAN shall be dispatched, pursuant to which the details of the

Equity Shares Allocated to them, the Issue Price and the Application Amount for the Equity Shares Allocated to

them shall be notified to such Successful Bidders. The CAN shall also include details of amount to be refunded,

if any, to such Bidders. Additionally, the CAN will include the probable Designated Date, being the date of credit

of the Equity Shares to the Successful Bidders’ account, as applicable to the respective Bidder.

The Successful Bidders would also be sent a serially numbered Placement Document (which will include the

names of the proposed Allottees along with the percentage of their post-Issue Shareholding in the Company) either

in electronic form or by physical delivery.

The dispatch of the serially numbered CAN and the Placement Document (when dispatched), to the respective

Successful Bidders shall be deemed a valid, binding and irrevocable contract for such Bidders to subscribe to the

Equity Shares Allocated to them. Subsequently, our Board will approve the Allotment of the Equity Shares to the

Allottees in consultation with the Book Running Lead Managers.

Eligible QIBs are advised to instruct their Depository Participant to accept the Equity Shares that may be Allotted

to them pursuant to the Issue. By submitting the Application Form, a Bidder would have deemed to have made

the representations and warranties as specified in “Notice to Investors” on page 1 and further that such Eligible

QIB shall not undertake any trade on the Equity Shares credited to its Depository Participant account pursuant to

the Issue until such time as the final listing and trading approval is issued by Stock Exchanges.

Designated Date and Allotment of Equity Shares

1. Subject to the satisfaction of the terms and conditions of the Placement Agreement, our Company will ensure

that the Allotment of the Equity Shares is completed by the Designated Date provided in the CAN.

2. In accordance with the SEBI ICDR Regulations, Equity Shares will be issued and Allotment shall be made

only in the dematerialized form to the Allottees. Allottees will 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. However, no

transfer of securities in listed companies in physical form is permitted as per Regulation 40 of the SEBI

Listing Regulations.

3. Our Company, at its sole discretion, reserves the right to cancel the Issue at any time up to Allotment without

assigning any reasons whatsoever.

4. Following the Allotment of the Equity Shares pursuant to the Issue, our Company shall apply to the Stock

Exchanges for listing approvals and post receipt of the listing approvals from the Stock Exchanges, our

Company shall credit the Equity Shares into the beneficiary accounts of the Allottees.

5. Following the credit of Equity Shares into the respective Allottees’ beneficiary accounts, our Company will

apply for the final listing and trading approvals from the Stock Exchanges.

6. The monies lying to the credit of the Escrow Account shall not be released until the final listing and trading

approvals of the Stock Exchanges for the listing and trading of the Equity Shares issued pursuant to this Issue

are received by our Company and the Company files the return of Allotment in connection with the Issue

under Form PAS-3 with the RoC within the prescribed timelines under the Companies Act.

7. After finalization of the Issue Price, our Company has updated the Preliminary Placement Document with the

Issue details and has filed it with the Stock Exchanges as the Placement Document, which will include names

of the proposed Allottees and the percentage of their post-Issue shareholding in the Company. Pursuant to a

circular dated March 5, 2010 issued by the SEBI, Stock Exchanges are required to make available on their

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websites the details of those Allottees in Issue who have been allotted more than 5% of the Equity Shares

offered in the Issue, namely, names of the Allottees, and number of Equity Shares Allotted to each of them,

pre and post Issue shareholding pattern of our Company along with the Placement Document.

Refunds

In the event that the number of Equity Shares Allocated to a Bidder is lower than the number of Equity Shares

applied for through the Application Form and towards which Application Amount has been paid by such Bidder,

or the Bidder has deposited the Application Amount arrived at using a price higher than the Issue Price or Equity

Shares are not Allocated to a Bidder for any reasons or the Issue is cancelled prior to Allocation, or a Bidder

lowers or withdraws the Bid prior to the Bid/ Issue Closing Date, any excess Application Amount paid by such

Bidder will be refunded to the same bank account from which Application Amount was remitted as set out in the

Application Form. The Refund Amount will be transferred to the relevant Bidders within two Working Days from

the issuance of the CAN.

In the event that we are unable to issue and Allot the Equity Shares offered in the Issue or if the Issue is cancelled

within 60 days from the date of receipt of application monies, our Company shall repay the application monies

within 15 days from the expiry of 60 days, failing which our Company shall repay that monies with interest at the

rate of 12% p.a. from expiry of the sixtieth day. The application monies to be refunded by us shall be refunded to

the same bank account from which application monies was remitted by the Bidders, as mentioned in the

Application Form. In accordance with the SEBI ICDR Regulations, Equity Shares will be issued and Allotment

shall be made only in dematerialised form to the Allottees. Allottees will have the option to re-materialise the

Equity Shares, if they so desire, as per the provisions of the Companies Act, the Depositories Act and other

applicable laws.

We, at our sole discretion, reserve the right to cancel the Issue at any time up to Allotment without assigning any

reason whatsoever. Following the Allotment and credit of Equity Shares into the Eligible QIBs’ Depository

Participant accounts, we will apply for final trading and listing approvals from the Stock Exchanges. In the event

of any delay in the Allotment or credit of Equity Shares, or receipt of trading or listing approvals or cancellation

of the Issue, no interest or penalty would be payable by us.

Release of Funds to our Company

The monies lying to the credit of the Escrow Account shall not be released until the final listing and trading

approvals of the Stock Exchanges for the listing and trading of the Equity Shares issued pursuant to this Issue are

received by our Company and the Company files the return of Allotment in connection with the Issue with the

RoC, whichever is later.

Other Instructions

Submission of Documents

A physical copy of the Application Form and relevant documents as required to be provided along with the

Application Form shall be submitted as soon as practicable.

Permanent Account Number or PAN

Each Bidder should mention its PAN (except Bids from any category of Bidders, which may be exempted from

specifying their PAN for transacting in the securities market) allotted under the IT Act. A copy of PAN card is

required to be submitted with the Application Form. Further, the Application Forms 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 Form is liable to be rejected on this ground.

Right to Reject Applications

Our Company, in consultation with the Book Running Lead Managers, may reject Bids, in part or in full, without

assigning any reason whatsoever. The decision of our Company in consultation with the Book Running Lead

Managers in relation to the rejection of Bids shall be final and binding. In the event the Bid is rejected by our

Company, the Application Amount paid by the Bidder shall be refunded to the same bank account from which the

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Application Amount was remitted by such Bidder as set out in the Application Form. For details, see “Issue

Procedure” – “Refund” on page 161.

Equity Shares in dematerialised form with NSDL or CDSL

The Allotment of the Equity Shares in this Issue shall be only in dematerialised form (i.e., not in physical

certificates but be fungible and be represented by the statement issued through the electronic mode).

An Eligible QIB applying for Equity Shares to be issued pursuant to the Issue must have at least one beneficiary

account with a Depository Participant of either NSDL or CDSL prior to making the Bid. Equity Shares Allotted

to a Successful Bidder will be credited in electronic form directly to the beneficiary account (with the Depository

Participant) of the Successful Bidder, as indicated in the Application Form.

Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity with

NSDL and CDSL. The Stock Exchanges have electronic connectivity with NSDL and CDSL. The trading of the

Equity Shares to be issued pursuant to the Issue would be in dematerialised form only for all QIBs in the demat

segment of the respective Stock Exchanges. Our Company and the Book Running Lead Managers shall not be

responsible or liable for the delay in the credit of Equity Shares to be issued pursuant to the Issue due to errors in

the Application Form or otherwise on the part of the Bidders.

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PLACEMENT

Placement Agreement

The Book Running Lead Managers have entered into the Placement Agreement dated December 14, 2021, 2021

with our Company, pursuant to which the Book Running Lead Managers have agreed, subject to certain

conditions, to manage this Issue and to act as placement agents in connection with the proposed Issue and procure

subscription to Equity Shares on a reasonable efforts basis.

The Equity Shares will be placed with the Eligible QIBs pursuant to this Issue under Chapter VI of the SEBI

ICDR Regulations and Section 42 of the Companies Act read with the rules made thereunder. The Placement

Agreement contains customary representations and warranties, as well as indemnities from our Company and is

subject to satisfaction of certain conditions and termination in accordance with the terms contained therein.

Applications shall be made to list the Equity Shares issued pursuant to this Issue and admit them to trading on the

Stock Exchanges. No assurance can be given as to the liquidity or sustainability of the trading market for such

Equity Shares, the ability of holders of the Equity Shares to sell their Equity Shares or the price at which holders

of the Equity Shares will be able to sell their Equity Shares.

The Preliminary Placement Document and this Placement Document have not been, and will not be, registered

as a prospectus with the Registrar of Companies, and no Equity Shares will be offered in India or overseas to the

public or any members of the public in India or any other class of investors, other than Eligible QIBs.

The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act, or

the securities laws of any state of the United States and may not be offered or sold within the United States except

pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.

Securities Act and any applicable state securities laws. Accordingly, the Equity Shares are being offered and sold

by the Company outside the United States, in “offshore transactions”, as defined in, and in reliance on, Regulation

S and the applicable laws of the jurisdiction where those offers and sales occur.

Relationship with the Book Running Lead Managers

In connection with the Issue, the Book Running Lead Managers or its affiliates may, for their own account,

subscribe to the Equity Shares or enter into asset swaps, credit derivatives or other derivative transactions relating

to the Equity Shares to be issued pursuant to the Issue at the same time as the offer and subscription or sale of the

Equity Shares, or in secondary market transactions. As a result of such transactions, the Book Running Lead

Managers may hold long or short positions in such Equity Shares. These transactions may comprise a substantial

portion of the Issue and no specific disclosure will be made of such positions. Affiliates of the Book Running

Lead Managers may purchase or subscribe to the Equity Shares or be Allotted Equity Shares for proprietary

purposes and not with a view to distribute or in connection with the issuance of P-Notes. For further details, see

the section “Offshore Derivative Instruments” beginning on page 10.

From time to time, the Book Running Lead Managers, and its affiliates and associates may have engaged in or

may in the future engage in transactions with and perform services including but not limited to investment

banking, advisory, commercial banking, trading services for our Company, group companies, affiliates and the

Shareholders, as well as to their respective associates and affiliates, pursuant to which fees and commissions have

been paid or will be paid to the Book Running Lead Managers and its affiliates and associates.

Lock up

The Company will not, for a period commencing from the date hereof and ending 30 days from the date of

Allotment, without the prior written consent of the Book Running Lead Managers, directly or indirectly: (a) issue,

offer, lend, pledge, sell, contract to sell or issue, sell any option or contract to purchase, purchase any option or

contract to sell or issue, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of,

directly or indirectly, any equity shares, or any securities convertible into or exercisable or exchangeable for

Equity Share; (b) enter into any swap or other agreement that transfers, directly or indirectly, in whole or in part,

any of the economic consequences of ownership of equity shares; or (c) enter into any transaction (including a

transaction involving derivatives) having an economic effect similar to that of an issue, offer, sale or deposit of

the Shares in any depository receipt facility; (d) publicly announce any intention to enter into any transaction

described in (a) or (b) above, whether any such transaction described in (a) or (b) above is to be settled by delivery

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of Equity Shares, or such other securities, in cash or otherwise; provided that, the foregoing restrictions do not

apply to any sale, transfer or disposition or issue of Equity Shares (including, without limitation, securities

convertible into or exercisable or exchangeable for Equity Shares) pursuant to any transaction required by law or

an order of a court of law or a statutory authority.

Lock-up by Promoters

Our Promoters and members of the Promoter Group agree that without the prior written consent of the Book

Running Lead Managers, they shall not, announce any intention to enter into any transaction whether any such

transaction which is to be settled by delivery of Equity Shares, or such other securities, in cash or otherwise,

during the period commencing on the date of the Placement Document and ending 30 days from the date of the

filing of the Placement Document (both dates inclusive) (“Lock-up Period”) directly or indirectly: (1) offer,

issue, pledge, sell, encumber, contract to sell or announce the intention to sell, lend, purchase any option or

contract to sell, grant or sell any option, right, contract or warrant to purchase, lend, make any short sale or

otherwise transfer or dispose of any Equity Shares or any other securities of our Company substantially similar to

the Equity Shares acquired or purchased during the Lock-Up Period, including, but not limited to options, warrants

or other securities that are convertible into, exercisable or exchangeable for, or that represent the right to receive

Equity Shares or any such substantially similar securities, whether now owned or hereinafter acquired; (2) enter

into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the

economic consequences of ownership of the Equity Shares and the securities that are convertible into, exercisable

or exchangeable for or any such substantially similar securities, whether now owned or hereinafter acquired;

whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the Equity Shares

or such other securities, in cash or otherwise, (3) enter into any transaction (including a transaction involving

derivatives) having an economic effect similar to that of an issue, offer, sale or deposit of the Equity Shares or

any securities convertible into or exercisable or exchangeable for Equity Shares or which carry the right to

subscribe for or purchase Equity Shares in any depository receipt facility, or (4) publicly announce its intention

to enter into the transactions referred to in (1) to (3) above.

Nothing would restrict the inter-se transfer of any Equity Shares between the Promoters and members of the

Promoter Group, provided that the lock-up shall continue for the remaining period with the transferee and such

transferee shall not be eligible to transfer such Equity Shares till the Lock-up Period set out herein has expired;

and the bona fide pledge of lock-up Equity Shares, as collateral for loans as per the normal commercial terms

entered into, in the ordinary course of business of the Company, where any arrangement for any such encumbrance

as collateral is undertaken with the prior written approval of the Book Running Lead Manager.

In addition, the Promoters shall not, without the prior written consent of the Book Running Lead Managers, during

the Lock-up Period, make any demand for or exercise any right with respect to, the registration of any Equity

Shares or any other securities of the Company substantially similar to the Equity Shares, including, but not limited

to options, warrants or other securities that are convertible into, exercisable or exchangeable for, or that represent

the right to receive Equity Shares or any such substantially similar securities, hereinafter acquired.

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SELLING RESTRICTIONS

The distribution of this Placement Document and the offer, sale or delivery of the Equity Shares in this Issue is

restricted by law in certain jurisdictions. Therefore, persons who may come into possession of this Placement

Document are advised to consult with their own legal advisors as to what restrictions may be applicable to them

and to observe such restrictions. This Placement Document may not be used for the purpose of an offer or

invitation in any circumstances in which such offer or invitation is not authorised.

This Issue is being made only to Eligible QIBs through a QIP, in reliance upon Chapter VI of the SEBI ICDR

Regulations and the Companies Act. Each purchaser of the Equity Shares in this Issue will be deemed to have

made acknowledgments and agreements as described under “Notice to Investors” and “Representations by

Investors” on pages 1 and 4, respectively.

General

No action has been taken or will be taken that would permit a public offering of the Equity Shares to occur in any

jurisdiction other than India, or the possession, circulation or distribution of this Placement Document or any other

material relating to our Company or the Equity Shares in any jurisdiction where action for such purpose is

required. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and neither this

Placement Document nor any offering materials or advertisements in connection with the Equity Shares may be

distributed or published in or from any country or jurisdiction except under circumstances that will result in

compliance with any applicable rules and regulations of any such country or jurisdiction. The Issue will be made

only to Eligible QIBs through a QIP, in compliance with the applicable SEBI ICDR Regulations, Section 42 of

the Companies Act, 2013 read with Rule 14 of the PAS Rules and other applicable provisions of the Companies

Act, 2013 and the rules made thereunder.

Republic of India

This Placement Document may not be distributed directly or indirectly in India or to residents of India and any

Equity Shares may not be offered or sold directly or indirectly in India to, or for the account or benefit of, any

resident of India except as permitted by applicable Indian laws and regulations, under which an offer is strictly on

a private and confidential basis and is limited to Eligible QIBs and is not an offer to the public. This Placement

Document has not been and will not be filed as a prospectus with the RoC and will not be circulated or distributed

to the public in India or any other jurisdiction and will not constitute a public offer in India or any other

jurisdiction.

United States

Each purchaser of the Equity Shares offered and sold in “offshore transactions” as defined in, and reliance on

Regulation S will be deemed to have represented and agreed as follows:

a) the purchaser (i) is, and the person, if any, for whose account it is acquiring such Shares is, outside the United

States, and (ii) is acquiring the Shares in an “offshore transaction” as defined in Regulation S;

b) the purchaser has not been offered the Shares by means of any “directed selling efforts” as defined in

Regulation S;

c) the purchaser is aware that the Shares have not been and will not be registered under the Securities Act and

are being distributed and offered outside the United States in reliance on Regulation S, and, subject to certain

exceptions, may not be offered or sold within the United States; and

d) the purchaser acknowledges that the Company, the Book Running Lead Managers, their affiliates and others

will rely upon the truth and accuracy of the foregoing representations and agreements.

European Economic Area

In relation to each member state of the European Economic Area (each, a “Relevant State”), no Equity Shares

have been offered or will be offered pursuant to the Issue to the public in that Relevant State prior to the publication

of a prospectus in relation to the Equity Shares that has been approved by the competent authority in that Relevant

State or, where appropriate, approved in another Relevant State and notified to the competent authority in that

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Relevant State, all in accordance with the Prospectus Regulation, except that offers of the Equity Shares may be

made to the public in that Relevant State at any time under the following exemptions under the Prospectus

Regulation:

a) to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus

Regulation), subject to obtaining the prior consent of the Book Running Lead Managers and the Syndicate

Members for any such offer; or

c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of the Equity Shares shall require the Company or any BRLMs to publish a prospectus

pursuant to article 3 of the Prospectus Regulation or supplement a prospectus pursuant to article 23 of the

Prospectus Regulation.

For the purposes of this provision, the expression “offer to the public” in relation to any Equity Shares in any

Relevant State means the communication in any form and by any means of sufficient information on the terms of

the offer and any Equity Shares to be offered so as to enable an investor to decide to purchase or subscribe for any

Equity Shares and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

Hong Kong

The Equity Shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any

document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Chapter

571 of the Laws of Hong Kong) (the “SFO”) and any rules made under the SFO; or (b) in other circumstances

which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and

Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “C(WUMP)O”) or which do not constitute an

offer to the public within the meaning of the C(WUMP)O.

No advertisement, invitation or document relating to the Equity Shares, which is directed at, or the contents of

which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the

securities laws of Hong Kong) other than with respect to Equity Shares which are or are intended to be disposed

of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules

made under the SFO has been or will be issued, whether in Hong Kong or elsewhere.

Japan

The Equity Shares offered hereby have not been and will not be registered under the Financial Instruments and

Exchange Act of Japan (Act No. 25 of 1948, as amended, the “Financial Instruments and Exchange Act”). The

Placement Document is not an offer of shares for sale, directly or indirectly, in Japan or to, or for the benefit of,

any resident of Japan (which term as used in the Placement Document means any person resident in Japan,

including any corporation or entity organized under the laws of Japan) or to others for reoffer or resale, directly

or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the

registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and

other relevant laws and regulations of Japan.

Singapore

The Placement Document has not been and will not be registered as a prospectus with the Monetary Authority of

Singapore, and the Equity Shares will be offered pursuant to exemptions under the Securities and Futures Act

(Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”). Accordingly, the Equity

Shares may not be offered or sold or made the subject of an invitation for subscription or purchase nor may the

Placement Document or any other document or material in connection with the offer or sale or invitation for

subscription or purchase of the Equity Shares be circulated or distributed, whether directly or indirectly, to any

person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to

Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section

275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions

specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any

other applicable provision of the SFA.

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Where Equity Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of

which is to hold investments and the entire share capital of which is owned by one or more individuals, each

of whom is an accredited investor; or

b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each

beneficiary of the trust is an individual who is an accredited investor,

c) securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that

corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred

within six months after that corporation or that trust has acquired the Equity Shares pursuant to an offer made

under Section 275 of the SFA except:

d) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section

275(1A) or Section 276(4)(i)(B) of the SFA;

e) where no consideration is or will be given for the transfer

f) where the transfer is by operation of law

g) as specified in Section 267(7) of the SFA; or

h) As specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and

Securities-based Derivatives Contracts) Regulations 2018.

Notification under Sections 309B(1)(a) and 309B(1)(c) of the SFA: We have determined, and hereby notify all

relevant persons (as defined in Section 309A of the SFA) that the Equity Shares are: (A) prescribed capital markets

products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and (B) Excluded

Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment: Notice on

Recommendations on Investment Products)

United Kingdom

No Equity Shares have been offered pursuant to the Issue to the public in the United Kingdom prior to the

publication of a prospectus in relation to the Equity Shares, except that the Equity Shares were offered to the

public in the United Kingdom at any time:

a). to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;

b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK

Prospectus Regulation), subject to obtaining the prior consent of Book Running Lead Manager for any such offer;

or

c) in any other circumstances falling within Article 1(4) of the UK Prospectus Regulation,

provided that no such offer of the Shares shall require the Company or any BRLMs to publish a prospectus

pursuant to Article 3 of the UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the

UK Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation

to the Shares in the United Kingdom means the communication in any form and by any means of sufficient

information on the terms of the offer and any Shares to be offered so as to enable an investor to decide to purchase

or subscribe for any Shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129

as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

The Placement Document has not been distributed or circulated to any person in the United Kingdom other than

to (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of

the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial

Promotion Order”); and (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Financial Promotion

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Order (all such persons together being referred to as “relevant persons”). The Placement Document is directed

only at relevant persons. Other persons should not act on the Placement Document or any of its contents. The

Placement Document is confidential and is being supplied to you solely for your information and should not be

reproduced, redistributed or passed on to any other person or published, in whole or in part, for any other purpose.

Other Jurisdictions

The distribution of this Placement Document and the offer and sale of the Equity Shares could be restricted by

law in certain jurisdictions. Persons into whose possession this Placement Document comes are required to inform

themselves about, and to observe, any such restrictions to the extent applicable.

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TRANSFER RESTRICTIONS

Due to the following restrictions, investors are advised to consult their legal counsel prior to purchasing Equity

Shares or making any resale, pledge or transfer of the Equity Shares.

Pursuant to Chapter VI of the SEBI ICDR Regulations, any resale of Equity Shares, except on the Stock Exchange,

is not permitted for a period of one year from the date of Allotment. In addition to the above, allotments made to

Eligible QIBs, including VCFs and AIFs, in the Issue may be subject to lock-in requirements, if any, under the

rules and regulations that are applicable to them. For more information, see “Selling Restrictions” on page 165.

United States Transfer Restrictions

The Equity Shares have not been and will not be registered under the U.S. 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 U.S. Securities Act and applicable U.S. state securities laws.

Each purchaser of the Equity Shares offered in the Issue shall be deemed to have represented, warranted, agreed

and acknowledged as follows:

• It understands that the Equity Shares offered in the Issue have not been and will not be registered under the

Securities Act or the securities laws of any state of the United States and are being offered and sold to it in reliance

on Regulation S.

• It was outside the United States (within the meaning of Regulation S) at the time the offer of the Equity Shares

offered in the Issue was made to it and it was outside the United States (within the meaning of Regulation S) when

its buy order for the Equity Shares offered in the Issue was originated.

• It did not purchase the Equity Shares offered in the Issue as a result of any “directed selling efforts” (as defined

in Regulation S).

• It is buying the Equity Shares offered in the Issue for investment purposes and not with a view to the distribution

thereof. If in the future it decides to offer, resell, pledge or otherwise transfer any of the Equity Shares offered in

the Issue, it agrees that it will not offer, sell, pledge or otherwise transfer the Equity Shares offered in the Issue

except in transactions complying with Rule 903 or Rule 904 of Regulation S or pursuant to any other available

exemption from registration under the Securities Act and in accordance with all applicable securities laws of the

states of the United States and any other jurisdiction, including India.

• Where it is subscribing to the Equity Shares offered in the Issue as fiduciary or agent for one or more investor

accounts, it has sole investment discretion with respect to each such account and it has full power to make the

representations, warranties, agreements and acknowledgements herein.

• Where it is subscribing to the Equity Shares offered in the Issue for one or more managed accounts, it represents

and warrants that it was authorised in writing by each such managed account to subscribe to the Equity Shares

offered in the Issue for each managed account and to make (and it hereby makes) the representations, warranties,

agreements and acknowledgements herein for and on behalf of each such account, reading the reference to “it” to

include such accounts.

• It agrees to indemnify and hold our Company and the Book Running Lead Managers harmless from any and all

costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any

breach of these representations, warranties or agreements. It agrees that the indemnity set forth in this paragraph

shall survive the resale of the Equity Shares purchased in the Issue.

• It acknowledges that our Company, the Book Running Lead Managers, their respective affiliates and others will

rely upon the truth and accuracy of the foregoing representations, warranties, agreements and acknowledgements.

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THE SECURITIES MARKET OF INDIA

The information in this section has been extracted from documents available on the website of SEBI and the Stock

Exchanges and has not been prepared or independently verified by our Company, the Book Running Lead

Managers or any of their respective affiliates or advisors

The Indian Securities Market

India has a long history of organised securities trading. In 1875, the first stock exchange was established in

Mumbai. The BSE and the NSE together hold a dominant position among the stock exchanges in terms of the

number of listed companies, market capitalisation and trading activity

Stock Exchanges Regulation

Indian stock exchanges are regulated primarily by SEBI, as well as by the Government acting through the Ministry

of Finance, Capital Markets Division, under the SCRA and the SCRR. On October 3, 2018, SEBI, in exercise of

its powers under the SCRA and the SEBI Act, notified the Securities Contracts (Regulation) (Stock Exchanges

and Clearing Corporations) Regulations, 2018 (the “SECC Regulations”), which regulate inter alia the

recognition, ownership and internal governance of stock exchanges and clearing corporations in India together

with providing for minimum net worth requirements for stock exchanges. The SCRA, the SCRR and the SECC

Regulations along with various rules, bye-laws and regulations of the respective stock exchanges, regulate the

recognition of stock exchanges, the qualifications for membership thereof and the manner, in which contracts are

entered into, settled and enforced between members of the stock exchanges

The SEBI Act empowers SEBI to regulate the Indian securities markets, including stock exchanges and

intermediaries in the capital markets, promote and monitor self-regulatory organisations and prohibit fraudulent

and unfair trade practices. Regulations and guidelines concerning minimum disclosure requirements by public

companies, rules and regulations concerning investor protection, insider trading, substantial acquisitions of shares

and takeover of companies, buy-backs of securities, employee stock option schemes, stockbrokers, merchant

bankers, underwriters, mutual funds, foreign portfolio investors, credit rating agencies and other capital market

participants have been notified by the relevant regulatory authority.

Listing and delisting of Securities

The listing of securities on a recognised Indian stock exchange is regulated by the applicable Indian laws including

the Companies Act, the SCRA, the SCRR, the SEBI Act, and various guidelines and regulations issued by SEBI

including the SEBI ICDR Regulations SEBI Listing Regulations. The SCRA empowers the governing body of

each recognised stock exchange to suspend trading of or withdraw admission to dealings in a listed security for

breach of or non-compliance with any conditions or breach of company’s obligations under the SEBI Listing

Regulations or for any reason, subject to the issuer receiving prior written notice of the intent of the exchange and

upon granting of a hearing in the matter. SEBI also has the power to amend the SEBI Listing Regulations and

bye-laws of the stock exchanges in India, to overrule a stock exchange’s governing body and withdraw recognition

of a recognized stock exchange.

SEBI has notified the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, to

govern the voluntary and compulsory delisting of equity shares from the stock exchanges. In addition, certain

amendments to the SCRR have also been notified in relation to delisting.

Minimum Level of Public Shareholding

All listed companies (except public sector undertakings) are required to maintain a minimum public shareholding

at 25%. In this regard, SEBI has provided several mechanisms to comply with this requirement. Further, where

the public shareholding in a listed company falls below 25% (except public sector undertakings) at any time, such

company is required to bring the public shareholding to 25% within a maximum period of 12 months from the

date of such fall. Consequently, a listed company may be delisted from the stock exchanges for not complying

with the above-mentioned requirement. Our Company is in compliance with this minimum public shareholding

requirement.

Index-Based Market-Wide Circuit Breaker System

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In order to restrict abnormal price volatility in any particular stock, the SEBI has instructed stock exchanges to

apply daily circuit breakers which do not allow transactions beyond a certain level of price volatility. The index-

based market-wide circuit breaker system (equity and equity derivatives) applies at three stages of the index

movement, at 10%, 15% and 20%. The stock exchanges on a daily basis translate the circuit breaker limits based

on previous day’s closing level of the index. These circuit breakers, when triggered, bring about a co-ordinated

trading halt in all equity and equity derivative markets nationwide. The market-wide circuit breakers are triggered

by movement of either the SENSEX of the BSE or the S&P CNX NIFTY of the NSE, whichever is breached

earlier.

In addition to the market-wide index-based circuit breakers, there are currently in place individual scrip-wise

circuit breakers. However, no price bands are applicable on scrips on which derivative products are available or

scrips included in indices on which derivative products are available.

The stock exchanges in India can also exercise the power to suspend trading during periods of market volatility.

Margin requirements are imposed by stock exchanges that are required to be paid by the stockbrokers.

BSE

BSE is one of the stock exchanges in India on which our Equity Shares are listed. Established in 1875, it is the

oldest stock exchange in India. In 1956, it became the first stock exchange in India to obtain permanent recognition

from the Government under the SCRA. Pursuant to the BSE (Corporatization and Demutualization) Scheme 2005

of SEBI, with effect from August 19, 2005, BSE was incorporated as a company under the Companies Act, 1956.

BSE was listed on NSE with effect from February 3, 2017. It has evolved over the years into its present status as

one of the premier stock exchanges of India.

NSE

The NSE was established by financial institutions and banks to provide nationwide online, satellite-linked, screen-

based trading facilities with market-makers and electronic clearing and settlement for securities including

government securities, debentures, public sector bonds and units. Deliveries for trades executed “on- market” are

exchanged through the National Securities Clearing Corporation Limited. It has evolved over the years into its

present status as one of the premier stock exchanges of India. The NSE was recognised as a stock exchange under

the SCRA in April 1993 and commenced operations in the wholesale debt market segment in June 1994. The

capital market (equities) segment commenced operations in November 1994 and operations in the derivatives

segment commenced in June 2000. NSE launched the NSE 50 Index, now known as S&P CNX NIFTY, on April

22, 1996 and the Mid-cap Index on January 1, 1996.

Internet-based Securities Trading and Services

Internet trading takes place through order routing systems, which route client orders to exchange trading systems

for execution. Stockbrokers interested in providing this service are required to apply for permission to the relevant

stock exchange and also have to comply with certain minimum conditions stipulated by SEBI. The NSE became

the first exchange to grant approval to its members for providing internet-based trading services. Internet trading

is possible on both the “equities” as well as the “derivatives” segments of the NSE.

Trading Hours

Trading on both the NSE and the BSE occurs from Monday to Friday, between 9:15 a.m. and 3:30 p.m. IST

(excluding the 15 minutes pre-open session from 9:00 a.m. to 9:15 a.m.). The BSE and the NSE are closed on

public holidays. The recognised stock exchanges have been permitted to set their own trading hours (in the cash

and derivatives segments) subject to the condition that (i) the trading hours are between 9.00 a.m. and 5.00 p.m.;

and (ii) the stock exchange has in place a risk management system and infrastructure commensurate to the trading

hours.

Trading Procedure

In order to facilitate smooth transactions, the BSE replaced its open outcry system with BSE On-line Trading

(“BOLT”) facility in 1995. This totally automated screen-based trading in securities was put into practice nation-

wide. This has enhanced transparency in dealings and has assisted considerably in smoothening settlement cycles

and improving efficiency in back-office work. In the year 2014, BSE introduced its new generation trading

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platform, BOLT Plus NSE has introduced a fully automated trading system called National Exchange for

Automated Trading (“NEAT”), which operates on strict time/price priority besides enabling efficient trade. NEAT

has provided depth in the market by enabling large number of members all over India to trade simultaneously,

narrowing the spreads.

SEBI Listing Regulations

Public listed companies are required under the SEBI Listing Regulations to prepare and circulate to their

shareholders audited annual accounts which comply with the disclosure requirements and regulations governing

their manner of presentation and which include sections relating to corporate governance, related party

transactions and management’s discussion and analysis as required under the SEBI Listing Regulations. In

addition, a listed company is subject to, inter alia, continuing disclosure requirements pursuant to the terms of the

SEBI Listing Regulations.

SEBI Takeover Regulations

Disclosure and mandatory bid obligations for listed Indian companies are governed by the SEBI Takeover

Regulations which provide specific regulations in relation to substantial acquisition of shares and takeover. Once

the equity shares of a company are listed on a stock exchange in India, the provisions of the SEBI Takeover

Regulations will apply to any acquisition of the company’s shares/voting rights/control. The SEBI Takeover

Regulations prescribe certain thresholds or trigger points in the shareholding a person or entity has in the listed

Indian company, which give rise to certain obligations on part of the acquirer. Acquisitions up to a certain

threshold prescribed under the SEBI Takeover Regulations mandate specific disclosure requirements, while

acquisitions crossing particular thresholds may result in the acquirer having to make an open offer of the shares

of the target company. The SEBI Takeover Regulations also provide for the possibility of indirect acquisitions,

imposing specific obligations on the acquirer in case of such indirect acquisition. The SEBI Takeover Regulations

also provides certain general exemptions which exempt certain acquisitions from the obligation to make an open

offer. The SEBI Takeover Regulations were further amended on June 22, 2020 to exempt any acquisitions by way

of preferential issue from the obligation to make an open offer.

SEBI Insider Trading Regulations

The SEBI Insider Trading Regulations have been notified to prohibit and penalise insider trading in India. An

insider is, among other things, prohibited from dealing in the securities of a listed company when in possession

of unpublished price sensitive information (“UPSI”).

The SEBI Insider Trading Regulations were notified on January 15, 2015 and came into effect on May 15, 2015,

which repealed the erstwhile regulations of 1992. The SEBI Insider Trading Regulations, inter alia, impose certain

restrictions on the communication of information by listed companies. Under the SEBI Insider Trading

Regulations, (i) no insider shall communicate, provide or allow access to any UPSI relating to such companies

and securities listed or proposed to be listed, to any person including other insiders; and (ii) no person shall procure

or cause the communication by any insider of UPSI relating to such companies and securities listed or proposed

to be listed, except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.

However, UPSI may be communicated, provided or allowed access to or procured, under certain circumstances

specified in the SEBI Insider Trading Regulations.

The SEBI Insider Trading Regulations make it compulsory for listed companies and certain other entities that are

required to handle UPSI in the course of business operations to establish an internal code of practices and

procedures for fair disclosure of UPSI and to regulate, monitor and report trading by insiders. To this end, the

SEBI Insider Trading Regulations provide principles of fair disclosure for purposes of code of practices and

procedures for fair disclosure of UPSI and minimum standards for code of conduct to regulate, monitor and report

trading by insiders. There are also initial and continuing shareholding disclosure obligations under the SEBI

Insider Trading Regulations.

The SEBI Insider Trading Regulations also provides for disclosure obligations for promoters, members of the

promoter group, designated person or director in case value of trade exceed monetary threshold of ₹1 millions

over a calendar quarter, within two days of reaching such threshold. The board of directors of all listed companies

are required to formulate and publish on the company’s website a code of procedure for fair disclosure of UPSI

along with a code of conduct for its employees for compliances with the SEBI Insider Trading Regulations.

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Further, on July 17, 2020, SEBI amended the Insider Trading Regulations to prescribe that the board of directors

or head(s) of listed companies shall ensure that a structured digital database be maintained, containing the nature

of unpublished price sensitive information, the names and details of persons who have shared the information and

the names and details person with whom information is shared.

Depositories

The Depositories Act provides a legal framework for the establishment of depositories to record ownership details

and effect transfer in book-entry form. Further, SEBI framed regulations in relation to the formation and

registration of such depositories, the registration of participants as well as the rights and obligations of the

depositories, participants, companies and beneficial owners. The depository system has significantly improved

the operation of the Indian securities markets.

Derivatives (Futures and Options)

Trading in derivatives is governed by the SCRA, the SCRR and the SEBI Act. The SCRA was amended in

February 2000 and derivatives contracts were included within the term “securities”, as defined by the SCRA.

Trading in derivatives in India takes place either on separate and independent derivatives exchanges or on a

separate segment of an existing stock exchange. The derivatives exchange or derivatives segment of a stock

exchange functions as a self-regulatory organisation under the supervision of SEBI.

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DESCRIPTION OF THE EQUITY SHARES

The following is information relating to the Equity Shares including a brief summary of the Memorandum of

Association and Articles of Association and the Companies Act. Bidders are urged to read the Memorandum of

Association and Articles of Association carefully, and consult with their advisers, as the Memorandum of

Association and Articles of Association and applicable Indian law, and not this summary, govern the rights

attached to the Equity Shares.

Share capital

The authorized share capital of our Company is ₹ 200 million divided into 40,000,000 Equity Shares of ₹5 each.

For further details, see “Capital Structure” beginning on page 65.

Dividends

Under the Companies Act, 2013, unless the board recommends the payment of a dividend, the shareholders at a

general meeting have no power to declare any dividend. The shareholders have the right to decrease but not

increase the dividend amount recommended by the board of directors. Subject to certain conditions specified in

the Companies Act, 2013, no dividend can be declared or paid by a company for any financial year except out of

the profits of the company for that year determined in accordance with the provisions of the Companies Act, 2013

or out of the undistributed profits of previous Fiscal Years or out of both, arrived at in accordance with the

provisions of the Companies Act, 2013, or out of money provided by the Central Government or a state

Government for payment of dividend by our Company in pursuance of a guarantee given by that government.

Pursuant to the Listing Agreement, listed companies are required to declare and disclose their dividends on per

share basis only. The dividend recommended by the Board and approved by the shareholders at a general meeting

is distributed and paid to shareholders in proportion to the paid-up value of their equity shares as at the record

date for which such dividend is payable. In addition, the board may declare and pay interim dividends. Under the

Companies Act, 2013, dividends can only be paid in cash to shareholders listed on the register of shareholders on

the date which is specified as the “record date” or “book closure date”. No shareholder is entitled to a dividend

while unpaid calls on any of his equity shares are outstanding. Dividends must be paid within 30 days from the

date of the declaration and any dividend that remains unpaid or unclaimed after that period must be transferred

within seven days to a special unpaid dividend account held at a scheduled bank. Any money that remains unpaid

or unclaimed for seven years from the date of such transfer must be transferred by our Company to the Investor

Education and Protection Fund established by the Government and thereafter any claim with respect thereto will

lapse.

Our Company may, before the declaration of any dividend in any financial year, transfer such percentage of its

profits for that financial year as it may consider appropriate to the reserves of our Company. The Companies Act,

2013 and the Companies (Declaration of Dividend) Rules, 2014, provide that if the profit for a year is insufficient,

the dividend for that year may be declared out of free reserves, subject to certain conditions prescribed under those

legislations.

The Equity Shares issued pursuant to this Placement Document shall rank pari passu with the existing

Equity Shares in all respects including entitlements to any dividends that may be declared by our Company.

Capitalization of reserves and issue of bonus shares

As provided in our Articles of Association, our directors may from time to time set apart any and such portion of

the profits of our Company as they think fit, as reserve fund applicable at their discretion for the liquidation of

any debentures, debts or other liabilities of our Company, for equalization of dividends, or for any other purposes

as our Company with full power to employ the assets constituting the reserve fund in the business of our Company

and without being bound to keep the same separate from the other assets. Our Directors may also carry forward

any profit which they may think prudent not to divide, without setting them aside as a reserve.

Any issue of bonus shares by a listed company would be subject to the guidelines issued by the SEBI. The relevant

SEBI guidelines prescribe that no company shall, pending conversion of compulsorily convertible securities, issue

any shares by way of bonus unless a similar benefit is extended to the holders of such compulsorily convertible

securities, through a proportionate reservation of shares. Further, in order to issue bonus shares, a company should

not have defaulted in the payment of interest or principal in respect of fixed deposits and interest on existing

debentures or principal on redemption thereof and should have sufficient reason to believe that it has not defaulted

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in respect of any statutory dues of the employees. The declaration of bonus shares in lieu of a dividend cannot be

made. A bonus issue may be made out of free reserves built out of genuine profits or share premium collected in

cash and not from reserves created by revaluation of fixed assets.

The issue of bonus shares must take place within fifteen days from the date of approval by the board, if the articles

of association of a company do not require such company to seek shareholders’ approval for capitalization of

profits or reserves for making bonus issues. If a company is required to seek shareholders’ approval for

capitalization of profits or reserves for making bonus issues, then the bonus issue should be implemented within

two months from the date of the board meeting wherein the decision to issue bonus shares was taken subject to

shareholders’ approval.

Pre-emptive Rights and Alteration of Share Capital

Subject to the provisions of the Companies Act, 2013, our Company can increase its share capital by issuing new

equity shares. Such new equity shares must be offered to existing shareholders registered on the record date in

proportion to the amount paid-up on those equity shares at that date. The offer shall be made by notice specifying

the number of equity shares offered and the date (being not less than fifteen days and not exceeding thirty days

from the date of the offer) after which the offer, if not accepted, will be deemed to have been declined. After such

date the Board may dispose of the equity shares offered in respect of which no acceptance has been received, in

such manner as they think is not disadvantageous to the shareholders and our Company. The offer is deemed to

include a right exercisable by the person concerned to renounce the shares in favor of any other person provided

that the person in whose favor such shares have been renounced is approved by the Board in their absolute

discretion.

However, under the provisions of the Companies Act, 2013 and the Companies (Share Capital and Debentures)

Rules, 2014, new shares may be offered to any persons, whether or not those persons include existing shareholders

or employees to whom shares are allotted under a scheme of employees stock options, either for cash or for

consideration other than cash, if a special resolution to that effect is passed by the shareholders of our Company

in a general meeting. The issue of the Equity Shares pursuant to the Issue has been approved by a special resolution

of our Company’s shareholders and such shareholders have waived their pre-emptive rights with respect to such

Equity Shares.

Our Company’s issued share capital may, among other things, be increased by the exercise of warrants attached

to any of our Company’s securities entitling the holder to subscribe for shares. Our Articles of Association provide

that our Company may consolidate or divide all or any of our Company’s share capital into shares of larger amount

than its existing shares. Our Company may convert all or any of its fully paid up shares into stock and reconvert

that stock into fully paid up shares of any denomination. Our Company can also alter its share capital by way of

a reduction of capital, in accordance with the Companies Act, 2013.

General Meetings of Shareholders

Our Company must hold its annual general meeting each year within 15 months of the previous annual general

meeting and within six months after the end of each accounting year. The RoC may extend this period in special

circumstances at our Company’s request. The Board may convene an extraordinary general meeting of

shareholders when necessary and shall convene such a meeting at the request of a shareholder or shareholders

holding in the aggregate not less than 10% of issued paid-up capital of our Company.

Written notices convening a meeting setting out the date and place of the meeting and its agenda must be given

to members at least 21 days prior to the date of the proposed meeting and where any special business is to be

transacted at the meeting an explanatory statement shall be annexed to the notice as required under the Companies

Act, 2013. A general meeting may be called after giving shorter notice if consent is received, in writing or by

electronic mode, from shareholders holding not less than 95% of our Company’s paid-up capital. Our Company’s

general meetings are held in Hyderabad.

A listed company intending to pass a resolution relating to matters such as, but not limited to, an amendment in

the objects clause of the memorandum of association, a buy-back of shares under the Companies Act, 2013, the

giving of loans or extending a guarantee in excess of limits prescribed under the Companies Act, 2013 is required

to pass the resolution by means of a postal ballot instead of transacting the business in the general meeting of our

Company. A notice to all the shareholders must be sent along with a draft resolution explaining the reasons thereof

and requesting them to send their assent or dissent in writing on a postal ballot within a period of thirty days from

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the date of such notice. Shareholders may exercise their right to vote at general meetings or through postal ballot

by voting through e-voting facilities in accordance with the circular dated April 17, 2014 issued by the SEBI and

the Companies Act, 2013. Under the Companies Act, 2013, unless, the Articles of Association provide for a larger

number: (i) five shareholders present in person, if the number of shareholders as on the date of meeting is not

more than 1,000; (ii) 15 shareholders present in person, if the number of shareholders as on the date of the meeting

is more than 1,000 but up to 5,000; and (iii) 30 shareholders present in person, if the number of shareholders as

on the date of meeting exceeds 5,000, shall constitute a quorum for a general meeting of our Company. The

quorum requirements applicable to shareholder meetings under the Companies Act, 2013 have to be physically

complied with.

Voting Rights

Subject to the provisions of the Companies Act, 2013 and our Articles of Association, votes may be given either

personally or by proxy, and in the case of a body corporate, a duly authorized representative under Section 113of

the Companies Act, 2013, shall be entitled to exercise the same powers on behalf of the corporation as if it were

an individual member of the company. At a general meeting upon a show of hands, every member holding shares

and entitled to vote and present in person has one vote. Upon a poll, the voting rights of each Shareholder entitled

to vote and present in person or by proxy is in the same proportion to such Shareholder’s share of the paid-up

equity capital of our Company.

Ordinary resolutions may be passed by simple majority of those present and voting. Special resolutions require

that the votes cast in favor of the resolution must be at least three times the votes cast against the resolution. The

Companies Act, 2013 provides that to amend the articles of association of a company, a special resolution is

required to be passed in a general meeting.

A shareholder may exercise his voting rights by proxy to be given in the form required by the Articles of

Association. The instrument appointing a proxy is required to be lodged with us at least 48 hours before the time

of the meeting, or in case of a poll, not less than 24 hours before the time appointed for taking the poll. A

shareholder may, by a single power of attorney, grant a general power of representation regarding several general

meetings of shareholders. Any shareholder may appoint a proxy. A corporate shareholder is also entitled to

nominate a representative to attend and vote on its behalf at general meetings. A proxy may not vote except on a

poll and does not have a right to speak at meetings. A shareholder which is a legal entity may appoint an authorized

representative who can vote in all respects as if a member both on a show of hands and a poll.

The Companies Act, 2013 allows our Company to issue shares with differential rights as to dividend, voting or

otherwise, subject to certain conditions. In this regard, the law requires that for a company to issue shares with

differential voting rights, our Company must have, inter alia, had distributable profits in terms of the Companies

Act, 2013 for the last three financial years and our Company must not have defaulted in filing annual accounts

and annual returns for the immediately preceding three financial years.

Register of Shareholders and Record Dates

The Company is obliged to maintain a register of shareholders at its Registered Office, unless a special resolution

is passed in a general meeting authorizing the keeping of the register at any other place within the city, town or

village in which the Registered Office is situated or any other place in India in which more than one-tenth of the

total shareholders entered in the register of members reside. Our Company recognizes as shareholders only those

persons whose names appear on the register of shareholders and cannot recognize any person holding any share

or part of it upon any express, implied or constructive trust, except as permitted by law. In the case of shares held

in physical form, transfers of shares are registered on the register of shareholders upon lodgment of the share

transfer form duly complete in all respects accompanied by a share certificate or, if there is no certificate, the letter

of allotment in respect of shares transferred together with duly stamped transfer forms. In respect of electronic

transfers, the depository transfers shares by entering the name of the purchaser in its books as the beneficial owner

of the shares. In turn, the name of the depository is entered into our Company’s records as the registered owner

of the shares. The beneficial owner is entitled to all the rights and benefits as well as the liabilities with respect to

the shares held by a depository.

For the purpose of determining the shareholders, the register may be closed for periods not exceeding 45 days in

any one year or 30 days at any one time at such times, as the Board may deem expedient in accordance with the

provisions of the Companies Act, 2013. Under the Listing Agreement of the Stock Exchange on which our

Company’s outstanding shares are listed, our Company may, upon at least seven working days’ advance notice to

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stock exchange, set a record date and/or close the register of shareholders in order to ascertain the identity of

shareholders. The trading of shares and the delivery of certificates in respect thereof may continue while the

register of shareholders is closed.

Under the Companies Act, 2013, our Company is also required to maintain a register of debenture holders and a

register of any other security holders.

Annual Report and Financial Results

The annual report must be presented at the annual general meeting. The report includes financial information, a

corporate governance section and management’s discussion and analysis and is sent to our Company’s

shareholders.

Under the Companies Act, 2013, our Company must file its balance sheet and profit and loss account with the

Registrar of Companies within thirty days from the date of the annual general meeting. The Companies Act, 2013

also requires listed companies to place their financial statements, including consolidated financial statements, if

any, and all other documents required to be attached thereto, on their website. As required under the Listing

Agreement, copies are required to be simultaneously sent to the Stock Exchange on which the shares are listed.

Our Company must also publish its financial results in at least one English language daily newspaper circulating

in the whole or substantially the whole of India and also in a daily newspaper published in the language of the

region of the Registered Office (i.e., Telugu).

Transfer of Equity Shares

Shares held through depositories are transferred in the form of book entries or in electronic form in accordance

with applicable SEBI ICDR Regulations. These regulations provide the regime for the functioning of the

depositories and their participants and set out the manner in which the records are to be kept and maintained and

the safeguards to be followed in this system. Transfers of beneficial ownerships of shares held through a

depository are exempt from stamp duty.

The SEBI requires that for trading and settlement purposes shares should be in book-entry form for all investors,

except for transactions that are not made on a stock exchange and transactions that are not required to be reported

to the stock exchange.

The securities of our Company are freely transferable, subject to the provisions of the Companies Act, 2013. If a

public company without sufficient cause refuses to register a transfer of shares within thirty days from the date on

which the instrument of transfer or intimation of transmission, as the case may be, is delivered to our Company,

the transferee may appeal to our Company Law Board seeking to register the transfer. Our Company Law Board

is proposed to be replaced with the National Company Law Tribunal with effect from a date that is yet to be

notified.

Pursuant to the Listing Agreement, in the event that a transfer of shares is not effected within 15 days or where

our Company has failed to communicate to the transferee any valid objection to the transfer within the stipulated

time period of 15 days, our Company is required to compensate the aggrieved party for the opportunity loss caused

by the delay.

A transfer may also be by transmission. Subject to the provisions of the Articles, any person becoming entitled to

shares in consequence of the death or insolvency of any member may, upon producing such evidence as may from

time to time properly be required by the Board, be registered as a member in respect of such shares, or may,

subject to the regulations as to transfer contained in the Articles, transfer such shares. Our Articles of Association

provide that our Company shall charge no fee for registration of transfer, transmission, probate, succession

certificate and letters of administration, certificate of death or marriage, power of attorney or other similar

document.

Acquisition by us of our own Equity Shares

A company is prohibited from acquiring its own shares unless the consequent reduction of capital is effected by

an approval of at least 75% of its shareholders, voting on it in accordance with the Companies Act, 2013 and

sanctioned by the High Court of competent jurisdiction (or the National Company Law Tribunal once it is

notified). Subject to certain conditions, a company is prohibited from giving, whether directly or indirectly and

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whether by means of loan, guarantee, provision of security or otherwise, any financial assistance for the purpose

of or in connection with a purchase or subscription made or to be made by any person for any shares in our

Company or its holding company. However, pursuant to the Companies Act, 2013, a company has been

empowered to purchase its own shares or other specified securities out of its free reserves, the securities premium

account or the proceeds of any fresh issue of shares or other specified securities (other than the kind of shares or

other specified securities proposed to be bought back) subject to certain conditions, including:

the buy-back should be authorized by our Articles of Association;

a special resolution has been passed in a general meeting authorizing the buy-back (in the case of listed

companies, by means of a postal ballot);

the buy-back is limited to 25% of the total paid-up capital and free reserves provided that the buy-back of

equity shares in any financial year shall not exceed 25% of its total paid-up equity capital in that financial

year;

the debt owed by our Company is not more than twice the capital and free reserves after such buy-back; and

the buy-back is in accordance with the Securities and Exchange Board of India (Buy-Back of Securities)

Regulations 2021, as amended.

A board resolution will constitute sufficient corporate authorization for a buy-back that is for less than 10% of the

total paid-up equity capital and free reserves of our Company. A company buying back its securities is required

to extinguish and physically destroy the securities so bought back within seven days of the last date of completion

of the buy-back. Further, a company buying back its securities is not permitted to buy back any securities for a

period of one year from the buy-back or to issue the same kind of shares or specified securities for six months

subject to certain limited exceptions. Every buy-back must be completed within a period of one year from the date

of passing of the special resolution or resolution of the board of directors, as the case may be.

A company is also prohibited from purchasing its own shares or specified securities through any subsidiary

company including its own subsidiary companies or through any investment company. Further, a company is

prohibited from purchasing its own shares or specified securities, if our Company is in default in the repayment

of deposit or interest, in the redemption of debentures or preference shares, in payment of dividend to a

shareholder, in repayment of any term loan or interest payable thereon to any financial institution or bank or in

the event of non-compliance with certain other provisions of the Companies Act, 2013.

Liquidation Rights

Subject to the rights of creditors, of employees and of the holders of any other shares entitled by their terms of

issue to preferential repayment over the shares, in the event of winding up of our Company, the holders of the

Equity Shares are entitled to be repaid the amounts of capital paid-up or credited as paid-up on such shares. All

surplus assets after payments due to employees, the holders of any preference shares and other creditors belong

to the holders of the Equity Shares in proportion to the amount paid-up or credited as paid-up on such shares

respectively at the commencement of the winding-up.

179

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS

The Board of Directors

Mold-Tek Packaging Limited

8-2-293/82/A/700, Ground Floor Road No 36,

Jubilee Hills, Hyderabad, Telangana 500033

Motilal Oswal Investment Advisors Limited

Motilal Oswal Tower,

Rahimtullah Sayani Road,

Opposite Parel ST Depot, Prabhadevi,

Mumbai - 400 025,

Maharashtra, India

Emkay Global Financial Services Limited

7th Floor, The Ruby

Senapati Bapat Marg, Dadar - West

Mumbai 400 028

(Motilal Oswal Investment Advisors Limited and Emkay Global Financial Services Limited are collectively

referred to as the “Book Running Lead Managers” or “BRLMs” in relation to the Issue.)

Dear Sirs/Madams,

Sub: Qualified institutions placement of equity shares of face value of ₹ 5 each (“Equity Shares”) under

Chapter VI of Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”) and applicable

provisions of the Companies Act, 2013, and the rules framed thereunder, each as amended

(“Companies Act”) by Mold-Tek Packaging Limited (the “Company”, and such qualified

institutions placement, the “Issue”)

1. This certificate is issued in accordance with our engagement letter dated November 19, 2021 with the

Company in relation to the Issue.

2. We, the current statutory auditors of the Company, namely, M. Anandam & Co., Chartered Accountants,

(Firm Registration Number: 000125S), have been requested by the Company to provide this report,

issued in accordance with the terms of our engagement letter dated November 19, 2021 in context of the

Issue of Equity Shares in accordance with the SEBI ICDR Regulations and applicable provisions of the

Companies Act, 2013, by the Company.

3. The accompanying ‘Statement of Possible Tax Benefits available to the Company and its Shareholders’,

attached herewith (the “Statement”), prepared by the Company, initialed by us for identification

purpose, proposed to be included in the Preliminary Placement Document and Placement Document (the

“Placement Documents”) of the Company, states the possible special tax benefits available to the

Company, to its shareholders, as per the provisions of the direct and indirect tax laws, including the

Income-tax Act, 1961, read with Income tax Rules, 1962 including amendments made by Finance Act,

2021, other relevant circulars and notifications, as applicable for the financial year 2021-22, Central

Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017, State Goods and

Services Tax Act as passed by respective State Governments from where the Company operates and

applicable to the Company, Customs Act, 1962 and Foreign Trade Policy 2015-2020 as applicable for

the financial year 2021-22 relevant to the assessment year 2022-23, presently in force in India as on the

signing date as well as any special tax benefit. These possible tax benefits are dependent on the Company

or its shareholders fulfilling the conditions prescribed under the relevant provisions of the Income-tax

Act, 1961. Hence, the ability of the Company or its shareholders to derive these possible tax benefits is

dependent upon their fulfilling such conditions, which is based on business imperatives the Company

may face in the future and accordingly, the Company or its shareholders may or may not choose to fulfill.

Management’s Responsibility

4. The preparation of this Statement is the responsibility of the management of the Company. The

180

management of the respective companies included in the Group are responsible for the preparation and

maintenance of all accounting and other relevant supporting records and documents. The management’s

responsibility includes designing, implementing and maintaining internal control relevant to the

preparation and presentation of the Statement, and applying an appropriate basis of preparation; and

making estimates that are reasonable in the circumstances.

The management is also responsible for ensuring compliance with the requirements of SEBI ICDR

Regulations, and other applicable rules and regulations, for the purpose of furnishing this Statement and

for providing all relevant information to the BRLM and Stock Exchanges.

Practitioner's Responsibility

5. Pursuant to the SEBI ICDR Regulations and the Companies Act 2013, it is our responsibility to report

whether the Statement prepared by the Company, presents, in all material respects, the possible special

tax benefits available to the Group and the shareholders of the Company, under the Income Tax and GST

Regulations as at the date of our certificate.

6. Capitalized terms used herein, unless otherwise specifically defined, shall have the same meaning as

ascribed to them in the Placement Documents.

7. We performed procedures in accordance with the Guidance Note on Reports or Certificates for Special

Purposes (Revised 2016) issued by the Institute of Chartered Accountants of India. The Guidance Note

requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of

Chartered Accountants of India

8. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC)

1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and

Other Assurance and Related Services Engagements.

Inherent Limitations

9. We draw attention to the fact that the Statement includes certain inherent limitations that can influence

the reliability of the information. Several of the benefits mentioned in the Statement are dependent on

the Group or shareholders of the Company fulfilling the conditions prescribed under the relevant

provisions of the tax laws. Hence, the ability of the Group or shareholders of the Company to derive the

tax benefits is dependent upon fulfilling such conditions, which may or may not be fulfilled. The benefits

discussed in the Statement are not exhaustive.

10. The Statement is only intended to provide general information to the investors and is neither designed

nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax

consequences and 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.

11. Further, we give no assurance that the tax authorities/courts will concur with our views expressed herein.

Our views are based on the existing provisions of law 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.

Opinion

12. In our opinion, the Statement prepared by the Company presents, in all material respects, the possible

special tax benefits available as of the date of this certificate, to the Group and the shareholders of the

Company, under the Income Tax and GST Regulations.

13. Considering the matters referred to in paragraph 12 above, we are unable to express any opinion or

provide any assurance as to whether: (i) The Group or shareholders of the Company will continue to

obtain the benefits as per the Statement in future; or (ii) The conditions prescribed for availing the

benefits as per the Statement have been/ would be met with.

Restriction on Use

181

14. We consent to the inclusion of the above information in the Placement Documents to be filed by the

Company with the stock exchanges on which the Equity Shares of the Company are listed (the “Stock

Exchanges”), and the Registrar of Companies, and any other authority and such other documents as may

be prepared in connection with the Issue.

15. This certificate has been prepared at the request of the Company for submission to the BRLMs and legal

counsels appointed in connection with the Issue by the Company and is not to be considered for any other

purpose except submission with the Stock Exchanges, and any other regulatory or statutory authority in

respect of the Issue and for the records to be maintained by the BRLMs in connection with the Issue.

Accordingly, we do not accept or assume any liability or any duty of care or for any other purpose or to

any other party to whom it is shown or into whose hands it may come without our prior consent in writing.

16. We undertake to immediately inform the BRLMs and legal counsel in case of any changes to the above

until the date when the Equity Shares pursuant to the Issue commence trading on the Stock Exchanges.

In the absence of any such communication, you may assume that there is no change in respect of the

matters covered in this certificate.

17. We hereby consent to this certificate being disclosed by the BRLMs, if required (i) by reason of any

law, regulation or order of a court or by any governmental or competent regulatory authority, or (ii) in

seeking to establish a defense in connection with, or to avoid, any actual, potential or threatened legal,

arbitral or regulatory proceeding or investigation.

For M. Anandam & Co.

Chartered Accountants Firm Registration Number: 000125S

Peer Review Number: 011966

B V Suresh Kumar

Partner

Membership Number: 212187

Place: Secunderabad

Date: December 14, 2021

UDIN: 21212187AAAAKU8032

182

STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS

SHAREHOLDERS UNDER THE APPLICABLE TAX LAWS IN INDIA

The information provided below sets out the possible tax benefits available to the Company and its shareholders

in a summary manner only and is not a complete analysis or listing of all potential tax consequences of purchase,

ownership and disposal of equity shares, under the Tax Laws presently in force in India. It is not exhaustive or

comprehensive analysis and is not intended to be a substitute for professional advice.

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.

The tax benefits stated below are as per the Income-tax Act, 1961 (“IT Act”) as amended from time to time and

Indirect Tax Regulations also amended from time to time.

A. Special tax benefits available to the Company and its shareholders under Income Tax Act, 1961

Lower corporate tax rate under section 115BAA

A new section 115BAA has been inserted in the IT Act by the Taxation Laws (Amendment) Act, 2019 (“the

Amendment Act, 2019”) w.e.f. April 1, 2020 (A.Y. 2020-21). Section 115BAA grants an option to a domestic

company to be governed by the section from a particular assessment year. If a company opts for section 115BAA,

it can pay corporate tax at a reduced rate of 25.168% (22% plus surcharge of 10% and education cess of 4%).

Section 115BAA further provides that domestic companies availing the option will not be required to pay

Minimum Alternate Tax (MAT) on their ‘book profits’ under section 115JB of the IT Act.

However, such a company will no longer be eligible to avail specified exemptions/ incentives under the IT Act

and will also need to comply with the other conditions specified in section 115BAA. Also, if a company opts for

section 115BA, the tax credit (under section 115JAA), if any, which it is entitled to on account of MAT paid in

earlier years, will no longer be available. Further, it shall not be allowed to claim set-off of any brought forward

loss arising to it on account of additional depreciation and other specified incentives.

The tax expenses are recognised in the Statement of Profit and Loss for the year ended March 2020 by applying

the tax rate as prescribed in section 115BAA of the IT Act.

B. Special tax benefits available to the Company and its shareholders under the indirect tax laws

1. Export Promotion Capital Goods (EPCG) Scheme

Under the EPCG scheme of the Central Government, a service provider or a manufacturer may import capital

goods without payment of Customs duty, subject to the condition that such person fulfills an export obligation

equivalent to 8 times of the duties, taxes and cess saved on capital goods, which is to be fulfilled in 8 years from

the date of issue of authorisation. Capital goods include plant and machinery and/or accessories.

The Company may avail and enjoy the benefits under this scheme by importing capital goods without payment of

duty subject to fulfillment of export obligations.

2. Merchandise Exports From India Scheme (MEIS)

MEIS was introduced in the Foreign Trade Policy (FTP) for the period 2015-2020. The MEIS was launched as an

incentive scheme for the export of goods. The rewards are given by way of duty credit scrips to exporters. The

MEIS is notified by the DGFT (Directorate General of Foreign Trade) and implemented by the Ministry of

Commerce and Industry.

Till 30th September, 2021, the Company has received ₹5.03 million and as on 30th September, 2021 balance of

₹0.33 million is receivable.

3. State Industrial Incentive Policies

183

Various State Governments including Andhra Pradesh, Telangana, Karnataka, Maharashtra etc. to generate

economic growth and revenue in their state, have issued State Industrial policies, which provide special incentives

and benefits to manufacturers and service sector enterprises, investing in their state.

The fiscal incentives generally include:

Capital investment subsidy capped at a certain limit is provided by the State Government to the concerned

Enterprises

Interest subsidy on loans

Exemption/ concession from payment of stamp duty on sale/lease/ transfer of land

Employment generation subsidy in the form of reimbursement of employers’ contribution towards

employees Employee’s provident fund (EPF) and Employee’s State insurance (ESI)

Waiver of land conversion charges

Subsidy in payment of state taxes

The State incentives mentioned above vary from state to state and also depend upon various factors such as the

value of investments made by an enterprise as a new unit or expansion of the existing unit, area of establishment

etc.

The Company may avail and enjoy the fiscal incentives provided in the state policies as follows:

a) The Govt. of Andhra Pradesh has extended the Company, the incentive of sales tax deferral scheme pursuant

to which the sales tax payment attributable to the sales affected out of production is deferred (interest-free)

for a period of 14 years. The sales tax payment deferred in each year is repayable after the expiry of the

deferment period. The Company has availed this scheme for production facility at Annaram unit (Unit 1),

Telangana and production facility at Dommarapochampally unit (Unit 2) Telangana. The Company has

availed total interest free loan of ₹1311.25 lakhs and repaid an amount of ₹1240.24 lakhs as on 30th

September, 2021.

Further, the Company has also applied for state incentives from the Govt of Telangana towards expansion at

Annaram Unit.

b) The Company has availed exemption from the payment of stamp duty, electricity subsidy and sales tax

incentive from the Government of Maharashtra under “Package Scheme of Incentives 2007 & 2013” for

production facility at Khandala (Unit 7), Satara District, Maharashtra.

The Company has received eligibility certificates for ₹43.60 million under Package Scheme of Incentives 2007

and ₹29.92 million under Package Scheme of Incentives 2013. As at 30th September,2021, the Company has

claimed an amount of ₹42.98 million and ₹19.45 million under the above Schemes respectively.

c) The Company has availed concession from payment of stamp duty from Karnataka state government. Further,

the Company has also applied for other incentives for set up of production facility at Adakanhally Industrial

area (Unit 8), Mysore District, Karnataka.

d) The Company has applied for Industrial incentives for set up of production facility at Pudi Industrial area

(Unit 9), Vizag District, Andhra Pradesh under Industrial Investment Promotion Policy (IIPP) 2015-20 of

Government of Andhra Pradesh.

184

LEGAL PROCEEDINGS

We are involved in various legal proceedings from time to time, mostly arising in the ordinary course of business.

These legal proceedings are primarily in the nature of, amongst others, civil suits, criminal proceedings,

regulatory proceedings and tax disputes pending before various authorities. These legal proceedings may have

been initiated by us or by customers, regulators, or other parties, and are pending at different levels of

adjudication before various courts, quasi-judicial bodies, tribunals, enquiry officers and appellate tribunals.

There is no outstanding legal proceeding which has been considered material in accordance with our Company’s

“Policy for Determining Materiality of any Event” framed in accordance with Regulation 30 of the SEBI Listing

Regulations.

Our Company has, in accordance with the resolution passed by our Board/Committee solely for the purpose of

this Issue, disclosed in this section (i) all outstanding criminal litigation and tax proceedings involving our

Company; (ii) all outstanding civil litigation involving our Company which involve an amount equivalent to or

above ₹ 23.98 millions which is approximately 5% of the consolidated profit after tax for the year of our Company

as per the audited consolidated financial statements of our Company as of and for the financial year ended March

31, 2021 (“Materiality Threshold”); (iii) all outstanding actions by statutory or regulatory authorities involving

any of our Company; (iv) any other outstanding litigations involving our Company where the monetary sum

involved is not quantifiable or is below the Materiality Threshold, where an adverse outcome would, in the opinion

of the Board, materially and adversely affect the business, operations, prospects, reputation or financial position

of our Company, and (v) any litigations involving the Directors and Promoters of our Company, an adverse

outcome in which shall have a material impact on the Company.

Further, other than as disclosed in this section, (i) there is no litigation or legal action pending or taken by any

Ministry or Department of the Government or a statutory authority against our Promoters during the last three

years immediately preceding the year of circulation of this Placement Document and no directions have been

issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action;

(ii) there are no inquiries, inspections or investigations initiated or conducted under the Companies Act, 2013 or

the Companies Act, 1956 in the last three years immediately preceding the year of circulation of this Placement

Document involving our Company, nor are there any prosecutions filed (whether pending or not), fines imposed,

compounding of offences in the last three years immediately preceding the year of this Placement Document

involving our Company; (iii) there are no defaults in repayment of (a) undisputed statutory dues; (b) debentures

and interest thereon; (c) deposits and interests thereon and (d) any loan obtained from any bank or financial

institution and interest thereon by our Company, as of the date of this Placement Document; (iv) there are no

material frauds committed against us in the last three years; (v) there are no defaults in annual filing of our

Company under the Companies Act, 2013 and the rules made thereunder; (vi) there are no significant and

material orders passed by the regulators, courts and tribunals impacting the going concern status of our Company

and its future operations; or (vii) there are no reservations, qualifications or adverse remarks of auditors in the

last five Fiscal Years immediately preceding the year of circulation of this Placement Document.

It is clarified that for the purposes of the above, pre-litigation notices received by any of our Company, our

Directors and/or our Promoters from third parties (excluding statutory / regulatory / governmental authorities or

notices threatening criminal action) shall, not be considered as litigation proceedings till such time that any of

our Company, our Directors and/or our Promoters, are impleaded as parties in any such litigation proceedings

before any court, tribunal or governmental authority, or is notified by any governmental, statutory or regulatory

authority of any such proceeding that may be commenced.

Capitalised terms used herein shall, unless otherwise specified, have the meanings ascribed to such terms in this

section.

I. Litigation involving our Company

Criminal proceedings involving our Company

Against our Company

185

As on the date of this Placement Document, there are no criminal proceeding that have been filed against our

Company

By our Company

As on date of this Placement Document, there are no criminal proceeding that have been filed by our Company.

Civil proceedings involving our Company

Against our Company

1. Expert Industries Limited has filed a counter claim against our Company before the Additional Chief

Judge, City Civil Court, Hyderabad. For further details, please see “Litigation filed by our Company” on

page 185.

By our Company

1. Our Company has filed a suit before the Additional Chief Judge, City Civil Court, Hyderabad against

Expert Industries Private Limited (“Respondent”) on the grounds of delayed delivery of a manufacturing

order which was placed with the Respondent and failure on the part of the Respondent to comply with

the terms of such order. Our Company has claimed a sum of ₹ 110.00 lakhs on account of loss of income

from opportunities and a refund of ₹ 58.00 lakhs with interest to be paid by the Respondent. The

Respondent has filed a counter claim against our Company alleging, inter alia, that our Company did not

adhere to the timelines provided in the order which were conditions precedent for the manufacturing

order. The Respondent has claimed a sum of ₹ 422.98 lakhs. The matter is currently pending.

2. Our Company has filed a suit against S.D. Containers LLP (“Defendant”) before the court of the District

and Sessions Judge, District Court, Indore (“District Court”) for declaration and permanent injunction

under Order VII, Rule 1 of the Code of Civil Procedure, 1908 read with Section 22 of the Design Act,

2000 and Section 55 and 56 of the Copyrights Act, 1957 alleging piracy and infringement of our

Company’s products, i.e. the lid and container by the Defendant and further supplying such products to

manufacturers, including customers of our Company. Our Company has claimed, inter alia, (i) a decree

of declaration that the Defendants have no right to manufacture containers similar to that of our

Company; (ii) a decree of permanent injunction restraining the Defendants from copying, using or

enabling others to use our Company’s designs of containers; (iii) an award of a sum of ₹ 500.00 lakhs

towards notional damages, etc.; and (iv) an order directing the Defendants to deliver certain kinds of

machinery to our Company. The suit is valued at ₹ 1,000.00 lakhs. Thereafter, the District Court passed

an order dated February 17, 2020 (“District Court Order I”) denying interim injunction to our

Company. In this regard, our Company has filed an appeal before the High Court of Judicature of Madhya

Pradesh (“High Court”) praying for, inter alia, (i) District Court Order I to be set aside; and (ii) restraining

the Defendants from selling containers and lids deceptively similar to those manufactured by our

Company. Additionally, the Defendant filed an application before the District Court to transfer the suit

to the High Court under Section 22(4) read with Section 19(1) of the Design Act, 2000 which was allowed

by the District Court by its order dated March 23, 2020 (“District Court Order II”). However, the High

Court, while adjudicating on the writ petition filed by our Company under Article 227 of the Constitution

of India passed an order dated September 1, 2020, setting aside District Court Order II and stating that

the District Court itself is competent to decide the suit. The matter is currently pending.

3. Our Company has filed a suit against Yash Plastomet (Private) Limited and others (“Defendants”) before

the High Court of Bombay for restraining the Defendants from using the registered designs or deceptive

variations thereof, in relation to the new 20 litre conipail design of our Company. Our Company had filed

applications and obtained certificate for registration of design for the lid and container of the new conipail

under the Indian Patents and Designs Act, 1911 (“Registered Design”). Our Company has alleged that

the Defendants have copied the Registered Design and want to pass off their conipails as our Company’s.

Our Company has inter alia prayed for (i) an order restraining the Defendants and their agents from using,

186

manufacturing, selling, exporting, distributing any buckets, containers, lids, pails, or conipails which are

an infringement on or a deceptive variation of our Company’s Registered Design; and (ii) an order

directing Defendants to pay to our Company a sum of ₹ 15.00 lakhs by way of damages. The suit is

currently pending before the High Court of Bombay.

Tax proceedings involving our Company

Except as mentioned below, there are no outstanding tax proceedings involving our Company, as on the date of

this Placement Document:

Particulars No. of cases Amount involved (₹ in millions)

Direct Tax 5 9.56 Indirect Tax 2 0.15

Total 7 9.71

II. Litigation or legal action pending or taken by any ministry or department of the Government or a

statutory authority against our Promoters during the last three years

There are no litigations or legal actions pending or taken by any ministry or department of the Government or any

statutory authority and there are no directions issued by such ministry or department of the Government or

statutory authority upon conclusion of such litigation or legal action against our Promoters during the last three

years immediately preceding the year of the issue of this Placement Document.

III. Inquiries, inspections, or investigations under the Companies Act initiated or conducted in the last

three years

There have been no inquiries, inspections or investigations initiated or conducted against our Company under the

Companies Act or the Companies Act, 1956 in the last three years immediately preceding the year of issue of this

Placement Document, nor have there been any prosecutions filed (whether pending or not), fines imposed,

compounding of offences in the last three years immediately preceding the year of this Placement Document

involving our Company.

IV. Details of acts of material frauds committed against our Company in the last three years, if any,

and if so, the action taken by our Company

There have been no material frauds committed against our Company in the last three years preceding the date of

this Placement Document

V. Details of default, if any, including therein the amount involved, duration of default and present

status, in repayment of undisputed statutory dues; debentures and interests thereon; deposits and

interest thereon; and loan from any bank or financial institution and interest thereon

As on the date of this Placement Document, our Company has no outstanding defaults in repayment of undisputed

statutory dues, dues payable to holders of any debentures and interest thereon, deposits and interest thereon and

loans and interest thereon from any bank or financial institution.

VI. Details of defaults in annual filing of our Company under the Companies Act, 2013 and the rules

made thereunder

As on the date of this Placement Document, our Company has not made any default in annual filings of our

Company under the Companies Act, 2013 and the rules made thereunder.

VII. Details of significant and material orders passed by the regulators, courts and tribunals impacting

the going concern status of our Company and its future operations

There are no significant and material orders passed by the regulators, courts and tribunals impacting the going

concern status of our Company and its future operations.

187

INDEPENDENT AUDITORS

M/s. M. Anandam & Co., Chartered Accountants, are the current independent Statutory Auditors with respect to

our Company as required by the Companies Act, 2013 and in accordance with the guidelines prescribed by ICAI.

M/s. M. Anandam & Co., Chartered Accountants, have been appointed as the Statutory Auditors of our Company,

pursuant to the approval of the Shareholders of our Company at the AGM held on September 22, 2017, for a term

of 5 years commencing from the conclusion of the 20th AGM of the Company till the conclusion of the 25th

AGM to be held in 2022.

M/s. M. Anandam & Co., Chartered Accountants, have performed a review of the Unaudited Condensed

Consolidated Interim Financial Statements in accordance with the Standard on Review Engagements (SRE) 2410

‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’ issued by the ICAI

and have issued a limited review report dated November 1, 2021 on the Unaudited Condensed Consolidated

Interim Financial Statements, which is included in this Placement Document in “Financial Statements” on page

191.

Further, M/s. M. Anandam & Co., Chartered Accountants, have audited the Audited Financial Statements for

Fiscals 2021, 2020 and 2019, and their audit reports on those financial statements are included in this Placement

Document in “Financial Statements” on page 191.

188

GENERAL INFORMATION

1. Our Company was originally incorporated as ‘Tresure Paks Private Limited’ a private limited company

under the Companies Act, 1956 pursuant to Certificate of Incorporation dated February 28, 1997 bearing

registration number 026542 issued by the Assistant Registrar of Companies, Andhra Pradesh. Our

Company was converted into a public limited company and the name of our Company was changed to

‘Tresure Paks Limited’ pursuant to a fresh certificate of incorporation consequent upon change of name

on conversion to public limited company dated August 10, 2007 issued by the Assistant Registrar of

Companies, Andhra Pradesh, Hyderabad. Subsequently, the name of our Company was changed to

‘Moldtek Plastics Limited’ pursuant to a fresh certificate of incorporation consequent upon change of

name dated August 20, 2007 issued by the Assistant Registrar of Companies, Andhra Pradesh,

Hyderabad. Thereafter, the name of our Company was changed to its present name ‘Mold–Tek Packaging

Limited’ pursuant to a fresh certificate of incorporation consequent upon change of name dated March -

12, 2010 issued by the Assistant Registrar of Companies, Andhra Pradesh, Hyderabad.

2. Our registered office is located at 8–2–293/82/A/700, Ground Floor, Road No. 36, Jubilee Hills,

Hyderabad – 500 033, Telangana, India.

3. Our corporate identification number is L21022TG1997PLC026542. The website of our Company is

www.moldtekpackaging.com.

4. The Equity Shares are listed on BSE and NSE

5. The Issue was authorised and approved by our Board of Directors on November 3, 2021. Our

Shareholders have approved the Issue by way of a special resolution through EGM dated December 6,

2021.

6. Our Company has received in-principle approvals in terms of Regulation 28(1) of the SEBI Listing

Regulations from each of BSE and NSE on December 14, 2021 to list the Equity Shares issued pursuant

to the Issue on the Stock Exchange. We will apply for final listing and trading approvals of the Equity

Shares to be issued pursuant to the Issue on the Stock Exchanges after Allotment of the Equity Shares in

the Issue.

7. Copies of our Memorandum and Articles of Association will be available for inspection between 11:00

am to 1:00 pm on all working days, (except Saturdays and public holidays) during the Bid/ Issue Period

at our Registered Office.

8. Except as disclosed in this Placement Document, there has been no material adverse change in our

financial or trading position since the date of the Unaudited Condensed Consolidated Interim Financial

Statements, which has been included in this Placement Document.

9. The Floor Price is ₹ 722.40 per Equity Share, calculated in accordance with the provisions of Chapter VI

of the SEBI ICDR Regulations.

10. Our Company confirms that it is in compliance with the minimum public shareholding requirements as

specified in the SCRR.

11. Our Company has obtained necessary consents, approvals and authorizations as may be required in

connection with the Issue.

12. Except as disclosed in this Placement Document, there are no material litigation or arbitration

proceedings against or affecting our Company, or its assets or revenues, nor is our Company aware of

any pending or threatened legal or arbitration proceedings, which are or might be material in the context

of this Issue or could have a material adverse effect on the position, business, operations, prospects or

reputation of our Company. For further details, see “Legal Proceedings” on page 184.

13. The Company and the BRLMs accept no responsibility for statements made otherwise than in this

Placement Document and anyone placing reliance on any other source of information, including our

website, would be doing it at his or her own risk.

189

14. Details of the Company Secretary and Compliance Officer of our Company:

Thakur Vishal Singh

Address:

8– 2 – 293/82/A/700, Ground Floor

Road No. 36, Jubilee Hills

Hyderabad – 500 033, Telangana, India

Tel No.: +91-40300300/323

E-mail: cs@moldtekpackaging.com

190

PROPOSED ALLOTTEES IN THE ISSUE

In compliance with the requirements of Chapter VI of the SEBI ICDR Regulations, Allotment shall be made by

our Company, in consultation with the Book Running Lead Managers, to Eligible QIBs only, on a discretionary

basis.

The names of the proposed Allottees and the percentage of fully paid-up post-Issue share capital that may be held

by them is set forth below.

S. No. Name of the proposed Allottees Percentage of the Fully paid-up

post-Issue share capital held

(%)^

1. ICICI Prudential SmallCap Fund 0.67%

2. Ashoka India Equity Investment Trust PLC 0.99%

3. White Oak India Equity Fund IV 0.49%

4. White Oak India Equity Fund II 0.22%

5. White Oak India Select Equity Fund 0.09%

6.A Aditya Birla Sun Life Trustee Private Limited A/C Aditya

Birla Sun Life Multi-Cap Fund

0.45%

6.B Aditya Birla Sun Life Trustee Private Limited A/C Aditya

Birla Sun Life Balanced Advantage Fund

0.45%

7. Goldman Sachs Funds - Goldman Sachs India Equity

Portfolio

1.28%

^ Based on beneficiary position as on December 10, 2021.

191

FINANCIAL STATEMENTS

S. No. Financial Information

1. Unaudited Condensed Consolidated Interim Financial Statements for the six months period ended

September 30, 2021 along with the limited review report issued

2. Audited consolidated financial statements for Fiscal 2021 along with audit report issued

3. Audited consolidated financial statements for Fiscal 2020 along with audit report issued

4. Audited consolidated financial statements for Fiscal 2019 along with audit report issued

M. ANANDAM & CO., CHARTERED ACCOUNTANTS

Independent Auditor's Review Report on the Quarterly Unaudited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015

Review Report to The Board of Directors Mold-Tek Packaging Limited

1. We have reviewed the accompanying statement of unaudited standalone financial resu lts of Mold-Tek Packaging Limited (the "Company") for the quarter ended 30'h September,2021 and year to date results for the period 1" April, 2021 to 30'h September, 2021 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").

2. This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" (" Ind AS 34" ), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India. Our responsibility is to issue a report on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of Company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accord ingly, we do not express an aud it opinion.

4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For M. Anandam & Co., Chartered Accountants (Firm Regn.No.000125S)

/5>. \.J. s,. JG-.-.rv--R B.V.Suresh Kumar

Place: Hyderabad Date: 1" November, 2021

7' A', SURYA TOWERS, SARDAR PATEL ROAD, SECUNDERABAD -500 003. PHONE :27812377,2781 2034, FAX: 2781 209 1 192

MOLD-TEK PACKAGING LIMITED Registered Office: Plot No.700, S-l·293/82/AllOD

Road No.36. Jubilee Hills, Hyderabad - S00033,Telangana.

CIN; l21022TG1997Pl C026542

STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER & HALF YEAR ENDED 30th SEPTEMBER, 2021

" In lakhs e)Ccept f or EPS

Quarter Ended Half Year Ended Year Ended

SINo Particulars 3D-Sep-20ll 30-Jun·2021 3D-Sep-102D 3D-Sep-20ll 3D-Sep-lOlD 31-Mar-2021

Unaudited Audited Unaudited Unaudited Unaudited Audited

1 Income

a) Revenue from operations 15953.17 13373.04 11905.97 29326.21 18435 .74 47892.54

b) Other income 22.90 10.64 19.66 34.16 33.60 60.00

Total Income 15976.07 13383.68 11925.63 29360.37 18469.34 47952.54 --2 E)(penses

al Cost of materials consumed 9286.63 8199.30 7058.42 17485.93 10736.65 27776.78

b) Changes in inventories of finished goods and work-in progress 18551 (351 .79) (413.05) (166.28) (320.60) (536.70)

c) Employee benefits expense 935.04 889.74 777.67 1824.78 1454.44 3269.12

d) Finance costs 275.42 264.68 235.92 544.10 458.82 994.43

e) Deprecia t ion and amortization expense 652.89 616.12 552.52 1269.01 1038.81 2148.80

f) Othe r expenses 2343.35 2110.40 1899.91 4450.37 3072.30 7787.35

Total Expenses 13678.84 11728.45 10111.39 25407.91 16440.42 41439.78

3 Profit before Exceptional items and tax (1-2) 2297.23 1655.23 1814.24 3952.46 2028.92 6512.16

4 Except ional items 107.74

5 Profit before tax (3-4) 2297.23 1655.23 1814.24 3952.46 2028.92 6405.02

6 Tax expense

a) Cu rrent tax 485 .82 406.58 438.01 892.40 487.81 1564.18

b) Earlier year tax (17.46)

c) Deferred tax 52 .12 40.50 26.26 92.62 34.40 50.80

7 Profit for the period (5-6) 1159.29 1208.15 1349.97 2967.44 1506.71 4807.50

8 Other Comprehensive Income (net of tax)

a) Items that w ill not be reclassi f ied to Profit or loss

i) Remeasuremen t of defined benefit plans (5.61) (5.61) (11.60) (11 .22) (23.20) (21 .74)

ii) Fai r value changes in Equity instruments 156.67 647.85 89.98 804.52 125.97 131.26

9 Total Comprehensive Income for t he period (7+8) 1910.35 1850.39 1428.35 3160.14 1609.48 4911.02

10 Paid up Equi ty share capi t al 1416.15 1406.54 1386.30 1416.15 1386.30 1395.52

11 Other Equity 24188.12

12 Earnings per equity share (Face va lue of '5) (not Annualised)

- Basic 6.23 4.32 4.61 10.56 5.21 16.86

- Diluted 5.81 4.05 4.67 9.85 5.21 16.18

Notes.

1 The above results for the quarter and half year ended 30 September, 2021 w ere reviewed by t he Audit Committee and approved by the Board o f Di rectors of the

Company at t he meeting held on 01 November, 2021.

2 The Company has only one reportable segment as per the requirements of Ind AS 108 "Operating Segments".

3 Th is statement is as per Regu lation 33 of the SEBI (listing Obligations and Disclosu re Req ui rements) Regulations, 2015.

4 The Statutory Auditors of the Company have ca rr ied ou t a Limited Review of the aforesaid results.

S During the per iod, the Company has issued 3,45,443 right equity shares at an exercise price of U84, upon conversion of share warrants to Equity shares.

6 Pursuant to the MTPL ESOS-2016 Scheme, during the period, the Company has issued 41,910 & 2S,230 equity shares at an exercise price of ~208 & 234 respect ively.

7 Mold-Tek Packaging FZE (Subsidia ry Company) has submitted an applica t ion on 12 September,2021, to Ras AI Khaimah Economic Zone, Government of Ras AI Khaimah,

UAE, for reduction of share capital from 5458 shares to 10 shares of AED 1000 each. Further, the Company has entered into a sa le agreement on 14 September, 2021 for

tra nsfer of 10 shares. Approval for the sa id transactions was received on 17 October, 2021. Accordingly, necessary en tries are passed during th e quarter ended 30

September, 2021 adjusting the provision made in the earlier years in respect o f investment in and loan to t he Subsidia ry Company in line with Ind AS 10 "Event s after

the Reporting Period".

8 Comparat ive figures have been regrouped/ reclassi f ied to conform to the current pe riod's/year's presentation.

Hyderabad

01 November, 2021

J.Lakshmana Rao

irman & Managing Director

DIN: 00649702

193

MOLD-TEK PACKAGING LIMITED Registered Office: Plot No.700, B-2-293/82/A/700

Road NO.36. Jubilee Hills, Hvderabad - S00033,Telangana.

(IN: L21022TG1997Pl C026542

STANDALONE STATEMENT OF CASH FlOWS FOR THE HALF YEAR ENDED 30 SEPTEMBER, l Oll

Particulars

Cash flow from operating activities Profit before tax Adjustments for:

Depreciation and amortisation expense

(Profit)/Ioss on disposal of property, plant and equipment (net) Provision for bad and doubtful debts (net of reversa ls)

Bad debts written off

Amortisation of government grants Finance costs

Dividend income ProviSion for impairment of loan given to subsid iary

Change in operating assets and liabilities (Increasel/decrease in trade receivables

(lncrease)/decrease in financial assets other than trade receivables

(Increase)/decrease in other assets

(Increase)/decrease in inventories

lncrease/{decrease) in trade payables

lncrease/(decrease ) in other fjnancia l liabilities

lncrease/(decrease) in provisions

Increase/(decrease) in other liabi lities

Cash generated from operations

Income taxes paid

Net cash from operating activities

Cash flows from invest ing act ivities

Purchase of Property, plant & equipment and Intangible assets

l oan given to susidiary

(Increase)/decrease in capital work· in ~progress and intangible asset s

under development

(Increase)/Decrease in cap ital advances

Dividend income

Provision for impairment of loan given to subsidiary

Proceeds from sale of Property, plant & equipment

Net cash used in investing activities

Cash flow from financing activities

Proceeds from non~curre nt borrowings

Repayment of non~current borrowings

Proceeds/(repayment) from current borrowings

Dividend paid including corporate dividend tax

Increase in securities premium

Money received against share warrants

Proceeds from issue of share capital

Interest paid

Net cash used in financing act ivities

Net increase/ (decrease) in cash and cash equivalents

Cash and cash equiva lents at the beginning of the year

Cash and cash equiva lents at the end of the period

Hyderabad 01 November, 2021

'!: In lakhs

Half year ended Year ended 30 September, 31 March,

l 021 2021

IUnudited) IAudited)

3952.46 6405.02

1290.18 2187.39 8.77 20.26

10.96 10.57) 16.57

0.84 1.51 544.10 994.43 116.94) 112.70)

- 1107.74)

11714.59) 13230.39) 1125.10) 324.26 1225.54) 780.78 1200.94) 12082.45) 1835.05) 1420. 17 958.60 731.91

56.92 98.70 112.80 6.43

3817.47 7553.58

175316) 11496.91)

3064.31 6056.67

12204.59) 15947.95) - 197.10)

1468.98) 2.53

34.46 790.07 - 12.70

107.74 5.68 48.91

(2633.43) (5083.10)

2000.00 70.00 1530.35) 11114.84) 1930.21) 79.18

11132.92) 1837.16) 789.45 250.30

1162.32) 1533.79 20.63 9.22

1486.53) 1949.77) (432.25) (959.28)

11.37) 14.29

33.85 19.56

32.48 33.85

for MOLD-TEK PA

J.l akshmana Rao

Chairman & Managing Director

DIN: 00649702

194

MOLD-TEK PACKAGING LIMITED Registered Office: Plot No.lOO, 8-2-293/82/A/700

Road No.36. Jubilee Hills, Hyderabad - S00033,Telangana. ON : l21022TG1997PLC026542

STANDALONE STATEMENT OF ASSETS & LIABILITIES:

~ In lakhs

Particula rs As at 10 September, 2021 As at 31 March, 2021

(Unaudited) (Audited)

I. ASSETS 1. NON-CURRENT ASSETS

(a) Property, Plant and Equipment 24423.88 23514.72

(b) Capit al work-in-progress 1563.81 1130.20

(e) Investment property 5.04 5.10

(d) Intangible assets 52.82 60.18

(e) Intangible assets under development 77.13 41.76

(f) Right-of-use assets 333.07 334.84

(g) Financial assets

Investments 1669.38 864.86

Other financial assets 386.09 348.36

(h) Other non-current assets 271.04 305.50

28782.26 26605.52

2. CURRENT ASSETS

(a) Inven tor ies 7282.96 7082.02

(b) Financial assets

(i) Trade receivables 10716.68 9013.05

(ii) Cash and cash equivalents 32.48 33.85

(iii) Bank balances othe r than (ii) above 255.15 85.71

(iv) Loans 34.45 32.11

(v) Other financial assets 171.05 238.52

(c) Current tax assets (net) 110.46 122.50

(d ) Other current assets 568.94 418.40

19172.17 17026.16

TOTAL ASSETS 47954.43 43631.68

II . EQUITY AND LIABILITIES

1. EQUITY

(a) Equity share capital 1416.15 1395.52

fb) Other equity 27423.98 24188.12

28840.13 25583.64

2. NON-CURRENT LIABILITIES

(a) Financial liabilities

Borrowings 3318.07 1661.51

(b) Provisions 466.11 348.63

(c) Deferred t ax liabilities (net) 1293.70 1204.86

(d) Other non-cu rrent liabilities 2.59

5077.88 3217.59

3. CURRENT LIABILITIES

(a ) Financia l Liabili t ies

(i) Borrowings 8042.47 9152.81

(ii) Trade payables

a) dues to micro enterprises and small enterp ri ses 22.97 37 .70

b) dues to creditors other than micro and small enterprises 2365.32 3185.63

(iii) Other financia l liabilities

(b) Cu rrent tax liabilities (net)

(c) Other current liabilities

(d) Provisions

TOTAL EQUITY AND LIABILITIES

Hyderabad

01 November, 2021

2929.35 1913.17

139.24 87.04

491.51 362.97

45.56 91.13

14036.42 14830.45

47954.43 43631.68

* ~~Ck~ol~TE~P CKAGING LI ITED

,~ ~ r H derC~":1d _. -0 Y lLakshmana Rao

~-o . ~ai an & Managing Di rector ~ «!.- DINo 00649702 ,' .. ~. 195

M. ANANDAM & CO., CHARTERED ACCOUNTANTS

Independent Auditor's Review Report on the Quarterly Consolidated Unaudited Financial

Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015

Review Report to The Board of Directors Mold-Tek Packaging Limited

1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of Mold-Tek Packaging Limited ("the Holding Company") and its subsidiary (the Holding Company and its subsidiary together referred to as "the Group") for the quarter ended 30·h September, 2021 and year to date from 1st April, 2021 to September, 2021 ("the Statement"), being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").

2. This Statement, which is the responsibility of the Holding Company's Management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying ana lytical and other review procedures. A review is substantia lly less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we wou ld become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the Circu lar No. CIR/CFD/CMD1/44/2019 March 29, 2019 issued by the SEBI under Regu lation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

4. The Statement includes the results of the subsidiary Mold-Tek Packaging FZE, UAE for the period from 01.04.2021 to 13.09.2021.

5. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the financia l resu lts of the subsidiary referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement prinCiples laid down in the aforesaid Indian Accounting Standard and other accounting prinCiples generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to_...,;:b~:::::,,,-disclosed, or that it contains any material misstatement. ~\\OAM ~

... "- C'o ~. , * sEcuiml~\ol n ~ '" ~ A.~

/'<'; '" ReD ACCO'"

7 'A', SURYA TOWERS, SARDAR PATEL ROAD, SECUNDERABAD- 500 003. PHONE :27812377,27812034, FAX:27812091 196

M.Anandam & Co., Chartered Accountants

6. We did not review the interim financial results of the subsidiary included in the consolidated unaudited financial results, whose interim financial results reflect total assets of Rs. Nil as at 30th September, 2021 and total revenues of Rs. Nil and Rs. Nil, total net profit!(loss) after tax of Rs. Nil and Rs. Nil and total comprehensive income/(Ioss) of Rs. Nil and Rs. Nil for the quarter ended 30th September, 2021 and for the period from 1" April, 2021 to 30t h

September, 2021 respectively and net cash outflows of Rs.9.18 lakhs for the period from 1" April, 2021 to 30th September, 2021 as considered in the consolidated unaudited financial results. These interim financial results have been furnished to us by the Board of Directors and our opinion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of the subsidiary is based solely on such financial information. According to the information and explanations given to us by the Board of Directors, the financial results of the subsidiary are not material to the Group.

Our conclusion on the Statement is not modified in respect of the above matter.

For M.Anandam & Co., Chartered Accountants (Firm Regn.No.000125S)

/J. V·.£. f<r-j B.V.Suresh Kumar

Partner

Place: Hyderabad

Date: 1" November, 2021

Page Z ofZ 197

MOLD-TEK PACKAGING LIMITED Registered Office: Plot No. 7oo, g-2-293!8Z/A/700

Roa d NO.36. Jubilee Hill s, Hyderabad · SOO033,Telangana. CIN : L21022TG1997PLC026542

STATEMENT OF UNAUDITED CONSOLI DATED FIN ANCIAL RESULTS FOR THE QUARTER & HALF YEAR EN DED 30th SEPTEMBER, 2021

r In lakhs except for EPS

Quarter Ended Half Year Ended Year Ended

SI No Particulars 30-Sep·20Z1 3o..Jun·2021 30-Sep-2020 3o-Sep-2021 3o-Sep-2020 31-Mar-2021

Unaudited Audited Unaudited Unaudited Unaudited Audited

1 Income

a) Revenue from operations 15953.17 13373.04 11905.97 29326.21 18435.74 47892.54

b) Other income 22.90 10.64 19.66 34.51 33.60 88.50 .-Total Income 15976.07 13383.68 11925.63 29360.72 18469.34 47981.04 ' ..

2 Expenses

a) Cost of materials consumed 9286.63 8199.30 7058.42 17485.93 10736.65 27776.78

b) Changes in inventories of finished goods and work-in-progress 185.51 (351.79) (413.05) (166.28) (320.60) (536.70)

c) Employee benefits expense 935.04 889.74 777.67 1824.78 1454.44 3289.34

d) Finance costs 275.42 268.68 235.92 544.10 458.82 994.43

e) Depreciation and amortization expense 652.89 616.12 552.97 1269.01 1039.71 2150.48

f) Other expenses 2343.55 2106.40 1903.78 4450.92 3081.13 7913.57

Total expenses 13679.04 11728.45 10115.71 25408.46 16450.15 41587.90 -3 profit before exceptional items and tax (1-2) 2297.03 1655.23 1809.92 3952.26 2019.19 6393.14

4 Exceptional items

5 Profit before tax (3-4) 2297.03 1655.23 1809.92 3952.26 2019.19 6393.14

6 Tax expense

al Current tax 485.82 406.58 438.01 892.40 487.81 1564.18

b) Earlier year tax (17.46)

c) Deferred tax 52.12 4050 26.26 92.62 34.40 50.80

7 Profit for the period (5-6) 1759.09 1208.15 1345.65 2967.24 1496.98 4795.62 -8 Other Comprehensive Income (net of tax)

al Items that will not be reclassified to Profit or loss

i) Remeasurement of defined benefit plans (5.61) (5.61) (11.60) (11.22) (23.20) (21.74)

ii) Fair value changes in Equity instruments 156.67 647.85 89.98 804.52 125.97 131.26

b) Items that will be reclassified to Profit or loss

i) Exchange differences in translating the financial statements of (0.02) 0.06 (2.86) 0.04 (2.74) (10.75) a foreign operation

9 Total Comprehensive Income for the period (7+8) 1910.13 1850.45 1421.17 3760.58 1597.01 4894.39

Profit for the period attributable to:

Owners of the parent 1759.09 1208.15 1345.65 2967.24 1496.98 4795.62

Non -controlli ng interests

Total comprehensive income for the period attributable to:

Owners of the parent 1910.13 1850.45 1421.17 3760.58 1597.01 4894.39

Non-controll ing interests

10 Paid up Equity share capital 1416.15 1406.54 1386.30 1416.15 1386.30 139552

11 Other Equity 24200.10

12 Earnings per equity share (Face va lue 011:5) (not Annualisedj

- Basic 6.23 4.32 4.65 10.56 5.18 16.82

- Diluted 5.81 4.05 4.65 9.85 5.18 16.14

Notes.

1 The above results for the quarter and half year ended 30 September, 2021 were reviewed by the Audit Committee and approved by the Board of Directors of the group

at the meeting held on 01 November, 2021.

The above results include results of wholly owned subsidiary, M old-Tek Packaging FZE, UAE.

3 The Group has only one repor table segment as per the requirements of Ind AS 108 "Operating Segments".

4 The Consolidated financial results are prepared based on Ind AS 110 "Consolidated Financial Statements".

5 This statement is as per Regulation 33 of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015.

6 The Statutory Auditors of the Parent Company have carried out a Limi ted Review of the aforesaid results.

7 During the period, the group has issued 3,45,443 right equity shares at an exercise price of '1::184, upon conversion of share warrants to Equity shares.

8 Pursuant to the MTPl ESOS-2016 Scheme, during the year, the group has issued 41,910 & 25,230 equity shares at an exercise price of '1;208 & 234 respectively.

9 Mold-Tek Packaging FZE (SubSidiary Company) has submitted an application on 12 September, 2021, to Ras AI Khaimah Economic Zone, Government of Ras AI Khaimah,

UAE, for reduction of share capital from 5458 shares to 10 shares of AED 1000 each. Further, the Company has entered into a sale agreement on 14 September, 2021 for

transfer of 10 shares. Approval for the said t ransactions was received on 17 October, 2021. Accordingly, the Company has consolidated the results of subsidiary for the

period from 01 Apri l, 2021 to 13 September, 2021 in accordance wi th Ind AS Ind AS 110 NConsolidated Financial Statements" and Ind AS10 NEvents after the Reporting

Period" .

10 Comparat ive figures have been regrouped/reclassified to conform to the current period's/year 's presentation.

Hydcr;)bad

01 November, 2021

airman & Managing Director

DIN: 00649702

198

MOLD-TEK PACKAGING LIMITED Registered Off ice : Plot No.700, 8-2-293/ 82/A/700

Roa d NO.36. Jubilee Hills, Hyd erabad - SOOO33,Telangana. ( IN : ll1022TG1997PlC026542

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENOEO 30 SEPTEMBER, 2021

Particulars

Cash flow from operating activities

Profit before tax

Adjustments for:

Depreciation and amortisation expense

loss on disposal of property, plant and equipment (Net)

Provision for bad and doubtful debts (net of reversa ls)

Bad debts written off

Fair va lue adjustments and translation differences

Finance costs

Dividend income

Change in operating assets and liabilities (Increase)/decrease in trade receivables

(Increase)/decrease in financial assets other than t rade receivables (Increase)/decrease in other assets

(Increase)/decrease in inventories

Increase/(decrease) in t rade payables

Increase/(decrease) in other financial liabilities

Increase/(decrease) in provisions

Increase/(decrease) in other liabilities

Cash generated from operations

Income taxes paid

Net cash from operating activities

Cash flows from investing activ ities

Purchase of Property, plant & equipment and Intangible assets

(Increase)/decrease in capital work-in-progress and intangible assets

under development

(Increase)/Decrease in capital advances

Dividend income

Proceeds from sale of Property, plant & equipment

Net cash used in investing activities

Cash flow from financing activities

Proceeds f rom non-current borrowings

Repayment of non-current borrowings

Proceeds/(repayment) from current borrowings

Dividend paid including corporate dividend tax

Increase in securities premium

Proceeds from issue of share capita l

Money received against share warrants

Interest paid

Net cash used in financing activities

Net increase/(decrease} in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end ofthe period

Hyderabad 01 November, 2021

~ Inlakh s

Half year ended 30 Year ended 31 September, 2021 March,2021

(Unudited) (Audited)

3952.26 6393.14

1290.18 2189.05 8.77 21.51 6.92 (0.57)

16.57 0.88 (9.24)

544.10 994.43 (16.94) (12 .70)

(1710.55) (3138.45) (129.14) 60.63 (225.54) 853.41 (200.94) (2082.45) (835 .05) 1418.39 953.62 735.86

56.92 98.70 112.80 12.09

3808.29 7550.37

(753.16) (1496.91)

3055.13 6053.46

(2204.59) (5947.69) (468.98) 2.53

34.46 790.07 - 12.70

5.68 54.52 (2633.43) (5087.87)

2000.00 70.00 (530.35) (1114.84) (930.21) 79.18

(1132.92) (837.16) 789.45 250.30

20.63 9. 22 (162.32) 1533.79 (486.53) (949 .77 )

(432.25) (959.28)

(10.55) 6.31

43.03 36.72 32.48 43.03

an & M anaging Director

DIN : 00649702

199

MOLD-TEK PACKAGING LIMITED Registered Office: Plot No.700, 8-2-293/82/A/700

Road No.36. Jubilee Hills, Hvderabad - 500033, Telangana.

ClN : l21022TG1997PlC026542

CONSOLIDATED STATEMEN T OF ASSETS & LIABILITIES :

Particulars As at 30 September, 2021

(Unaudited)

I. ASSETS

1. NON-CURRENT ASSETS

(a) Property, Plant and Equipment 244 23.88

(b) Capital work-In-progress 1563.81

(e) Investment property 5.04

(d) Intangible assets 52.82

Ie) Intangible assets under development 77.13

(f) Right-of-use assets 333.07 (g) Financial assets

Investments 1669.38

Other financial assets 386.09 (h) Other non-current assets 271.04

28782.26

2. CURRENT ASSETS

(a) Inventories 7282.96

(b) Financial assets

(i) Trade receivables 10716.68

(ii ) Cash and cash equiva lents 32.48

(i ii) Bank ba lances other than (ii) above 255.15

(iv) loans 34.45

(v ) Other financia l asset s 171.05

(e) Current tax assets (net) 110.46

(d) Other cu rrent assets 568.94

19172.17

TOTAL ASSETS 47954.43

II. EQUITY AND LIABILITIES

1. EQUITY

(a) Equity share capi t al 1416.15

(b) Other equity 27423.98

28840.13

2. NON-CURRENT LIABILITIES

(a) Financial Liabili ties

Borrowings 3318.07

(b) Provisions 466.11

(c) Deferred ta x liabilities (net) 1293.70

(d) Other non-current liabilit ies

5077.88

3. CURRENT LIABILITIES

(a) Financial Liabilities

(i) Borrowings 8042.47

(ii ) Trade payables

a) dues to micro enterprises and small enterprises 22.97

b) dues to creditors other than micro and small enterprises 236532

(iii ) Other f inaneialliabilities 2929.35

(b) Current tax liabilities (n et ) 139.24

(c) Other current liabilities 491.51

(d) Provisions 45.56

14036.42

TOTAL EQUITY AND LIABILITIES 41954.43

Hyderabad

01 November, 2021

~ In lakhs

As at 31 Ma rch, 2021

(Audited)

2352654

1130.20

5.10

60.18

41.76

334.84

864.86

348.36

305.50

26617.34

7082.02

9013.05

43.03

85.71

32.11

234.48

122.50

418.40

17031.30

43648.64

1395.52

24200.10

25595.62

1661.51

348.63

1204.86

2.59

3217.59

9152.81

37.70

3185.63

1918.15

87.04

362.97

91.13

14835.43

43648.64

DIN: 00649702

200

INDEPENDENT AUDITORS’ REPORTTo the Members of Mold-Tek Packaging Limited Report on the Audit of the Consolidated Financial StatementsOpinion We have audited the consolidated financial statements of Mold-Tek Packaging Limited (hereinafter referred to as “the Holding Company”) and its wholly owned subsidiary Mold-Tek Packaging FZE, UAE, (the Holding Company and its wholly owned subsidiary together referred to as ‘the Group’) which comprise the Consolidated Balance Sheet as at 31 March, 2021, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), and the Consolidated Statement of Changes in Equity, and the Consolidated Cash Flow Statement for the year then ended, and notes to the financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“the Act”), in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March, 2021, of its consolidated profit (including other comprehensive income), consolidated changes in equity and its consolidated cash flows for the year ended on that date. Basis for Opinion We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in India in terms of the Code of Ethics issued by ICAI and the relevant provisions of the Companies Act, 2013, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their report referred to in sub-paragraphs (a) and (b) of other matters section below, is sufficient and appropriate to provide a basis for our opinion.Key Audit MattersKey audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No. Key Audit Matter Auditor’s Response

1 Revenue Recognition

Revenue from the sale of goods (hereinafter referred to as “Revenue”) is recognised when the Group performs its obligation to its customers and the amount of revenue can be measured reliably and recovery of the consideration is probable. The timing of such recognition is when the control over goods is transferred to the customers, which is mainly upon delivery.

The timing of revenue recognition is relevant to the reported performance of the Group. The management considers revenue as a key measure for evaluation of performance. There is a risk of revenue being recorded before the control over goods is transferred.

Refer Note 2 to the consolidated financial statements – Significant Accounting Policies.

Principal Audit Procedures

Our audit approach was a combination of tests of internal controls and substantive procedures including:

• Assessing the appropriateness of Group’s revenuerecognition in line with Ind AS 115 – Revenue fromContracts with Customers.

• Evaluating the design and implementation of Group’scontrols in respect of revenue recognition.

• Testing the effectiveness of such controls over revenuecut off the year end.

Testing the supporting documentation for sales transactions recorded during the period closer to the year-end and subsequent to the year-end, including examination of credit notes issued after the year end to determine whether revenue was recognised in the correct period.

201

Other InformationThe Holding Company’s Board of Directors is responsible for the other information. The other information included in the annual report does not include the consolidated financial statements, standalone financial statements and our auditor’s report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the other information included in the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements The Holding Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance, consolidated changes in equity and consolidated cash flows of the Group in accordance with the Ind AS and other accounting principles generally accepted in India. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.In preparing the consolidated financial statements, the respective management and Boards of Directors of the companies included in the Group are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Boards of Directors either intend to liquidate their respective entity or to cease operations, or has no realistic alternative but to do so. The respective Board of Directors of the companies included in the Group are also responsible for overseeing the Group’s financial reporting process. Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or

error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriatein the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing ouropinion on whether the Holding Company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

202

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubton the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are requiredto draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if suchdisclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a goingconcern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,and whether the consolidated financial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities withinthe Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervisionand performance of the audit of the financial statements of such entities included in the consolidated financial statementsof which we are the independent auditors. For the other entities included in the consolidated financial statements, whichhave been audited by other auditors, such other auditors remain responsible for the direction, supervision and performanceof the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial statements.We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.Other mattersa) We did not audit the financial statements in respect of the wholly owned subsidiary whose financial statements reflect

total assets of `9.18 lakhs as at 31 March, 2021, total revenue of `591.61 lakhs and net cash outflow amounting to `7.98lakhs for the year ended on that date as considered in the consolidated financial statements, which have been audited byother independent auditor up to the period ended 31 December, 2020 and are unaudited for the period from 1 January,2021 to 31 March, 2021. These financial statements have been audited for the period ended 31 December, 2020 since thewholly owned subsidiary follows a different accounting period from that of the Holding Company. Unaudited financialstatements for the period from 1 January, 2021 to 31 March, 2021 have been furnished to us by the management and ouropinion on the consolidated financial statements, in so far it relates to the amounts and disclosures included in respect ofthe wholly owned subsidiary and our report in terms of sub-section (3) of Section 143 of the Act in so far as it relates tothe aforesaid wholly owned subsidiary is based solely on the report of the other auditor/unaudited financial statements/financial information as the case may be. In our opinion and according to the information and explanations given to usby the management, these unaudited financial statements / financial information are not material to the Group.

b) The financial statements of the wholly owned subsidiary, located outside India, have been prepared in accordance withaccounting principles generally accepted in its country and which has been audited by other auditor under generallyaccepted auditing standards applicable in its country. The Management has converted the financial statements fromaccounting principles generally accepted in that country to accounting principles generally accepted in India. We haveaudited these conversion adjustments made by the Management. Our opinion in so far as it relates to the balancesand affairs of such subsidiary is based on the report of other auditor and the conversion adjustments prepared by theManagement and audited by us. Our opinion is not modified in respect of this matter.

203

Report on Other Legal and Regulatory Requirements As required by Section 143(3) of the Act, based on our audit and on the consideration of the report of the other auditors on separate financial statements of subsidiary, as referred to in ‘Other Matters’ paragraph, we report, to the extent applicable, that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purposes of our audit of the aforesaid consolidated financial statements.b) In our opinion, proper books of account as required by law relating to the preparation of the aforesaid consolidated

financial statements have been kept so far as it appears from our examination of those books and returns and reports ofthe other auditors.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other ComprehensiveIncome), Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with bythis Report are in agreement with the relevant books of account maintained for the purpose of the preparation of theconsolidated financial statements.

d) In our opinion, the aforesaid consolidated financial statements comply with the Indian Accounting Standards prescribedunder Section 133 of the Act.

e) On the basis of the written representations received from the directors of the Holding Company as on 31 March, 2021taken on record by the Board of Directors of the Holding Company, none of the directors is disqualified as on 31 March,2021 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Holding Company and theoperating effectiveness of such controls, refer to our separate Report in “Annexure A”.

g) In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid bythe Holding Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanationsgiven to us:i. The Group has disclosed the impact of pending litigations on its financial position in its consolidated financial

statements (Refer Note 31 of the consolidated financial statements);ii. The Group did not have any long-term contracts including derivative contracts for which there were any material

foreseeable losses;iii. There has been no delay in transferring amounts, which were required to be transferred to the Investor Education

and Protection Fund by the Holding Company.

For M. Anandam & Co., Chartered Accountants

(Firm’s Registration No. 000125S)

Sd/-B.V.Suresh Kumar

Partner Place: Hyderabad Membership No. 212187Date: 26 May, 2021 UDIN: 21212187AAAAES6085

204

Annexure - A to the Independent Auditors’ Report Annexure “A” to the Independent Auditor’s Report (Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)We have audited the internal financial controls over financial reporting of Mo ld-Tek Packaging Limited (“the Holding Company”) as of 31 March, 2021 in conjunction with our audit of the consolidated financial statements of the Holding Company for the year ended on that date.Management’s Responsibility for Internal Financial ControlsThe Holding Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Holding Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.Auditor’s Responsibility Our responsibility is to express an opinion on the Holding Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting includes obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

205

Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, to the best of our information and according to the explanations given to us, the Holding Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March, 2021, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For M. Anandam & Co., Chartered Accountants

(Firm’s Registration No. 000125S)

Sd/-B.V.Suresh Kumar

Partner Place: Hyderabad Membership No. 212187Date: 26 May, 2021 UDIN: 21212187AAAAES6085

206

170 | Annual Report 2021

CONSOLIDATED BALANCE SHEET AS AT 31 MARCH, 2021All amounts in ` lakhs, unless otherwise stated

As per our report of even date For and on behalf of BoardFor M.Anandam & Co.,Chartered Accountants(Firm Registration Number: 000125S) J. Lakshmana Rao A. Subramanyam

Chairman & Managing Director Deputy Managing DirectorDIN: 00649702 DIN: 00654046

B V Suresh KumarPartnerMembership No. 212187

A. Seshu Kumari Thakur Vishal SinghPlace : Hyderabad Chief Financial Officer Company SecretaryDate : 26 May, 2021 M.No.A41956

Sd/-

Sd/-

Sd/-

Sd/-

Sd/-

Particulars Note As at 31 March, 2021

As at 31 March, 2020

I. ASSETSNon-current assets(a) Property, plant and equipment 4.1 23,526.54 19,836.33 (b) Capital work-in-progress 4.2 1,130.20 1,153.26 (c) Investment property 4.3 5.10 5.23 (d) Intangible assets 4.4 60.18 64.12 (e) Intangible assets under development 4.5 41.76 21.24 (f) Right-of-use assets 4.6 334.84 338.37 (g) Financial assets

(i) Investments 5.1 864.86 733.60 (ii) Other financial assets 5.2 24.59 23.45

(h) Other non-current assets 6 629.27 1,325.43 Current assets(a) Inventories 7 7,082.02 4,999.57 (b) Financial assets

(i) Trade receivables 8.1 9,013.05 5,890.59 (ii) Cash and cash equivalents 8.2 43.03 36.72 (iii) Bank balances other than (ii) above 8.3 85.71 77.81 (iv) Loans 8.4 32.11 28.85 (v) Other financial assets 8.5 234.48 307.40

(c) Current tax assets (net) 9 122.50 131.92 (d) Other current assets 10 418.40 1,356.29 TOTAL ASSETS 43,648.64 36,330.18

II. EQUITY AND LIABILITIESEquity(a) Equity share capital 11 1,395.52 1,386.30 (b) Other equity 12 24,200.10 18,359.06 LiabilitiesNon-current liabilities(a) Financial liabilities

Borrowings 13 1,661.51 2,518.24 (b) Provisions 14 348.63 261.74 (c) Deferred tax liabilities (net) 15 1,204.86 1,161.37 (d) Other non-current liabilities 16 2.59 8.53 Current Liabilities(a) Financial liabilities

(i) Borrowings 17.1 8,225.18 8,146.00 (ii) Trade payables 17.2

A. Dues to micro and small enterprises 37.70 10.57 B. Dues to creditors other than micro and small enterprises 3,185.63 1,794.38

(iii) Other financial liabilities 17.3 2,845.78 2,243.22 (b) Current tax liabilities (net) 18 87.04 - (c) Other current liabilities 19 362.97 390.52 (d) Provisions 20 91.13 50.25

TOTAL EQUITY AND LIABILITIES 43,648.64 36,330.18 Summary of significant accounting policies 2The accompanying notes are an integral part of the financial statements.

207

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH, 2021All amounts in ` lakhs, unless otherwise stated

As per our report of even date For and on behalf of BoardFor M.Anandam & Co.,Chartered Accountants(Firm Registration Number: 000125S) J. Lakshmana Rao A. Subramanyam

Chairman & Managing Director Deputy Managing DirectorDIN: 00649702 DIN: 00654046

B V Suresh KumarPartnerMembership No. 212187

A. Seshu Kumari Thakur Vishal SinghPlace : Hyderabad Chief Financial Officer Company SecretaryDate : 26 May, 2021 M.No.A41956

Sd/-

Sd/-

Sd/-

Sd/-

Sd/-

Particulars Note Year ended 31 March, 2021

Year ended 31 March, 2020

I. IncomeRevenue from operations 23 47,892.54 43,820.23 Other income 24 88.50 115.92

II. Total income 47,981.04 43,936.15 III. Expenses

Cost of materials consumed 25 27,776.78 24,967.44 Changes in inventories of finished goods and work-in-progress 26 (536.70) 80.60 Employee benefits expense 27 3,289.34 3,148.42 Finance costs 28 994.43 1,039.81 Depreciation and amortization expense 29 2,150.48 1,921.59 Other expenses 30 7,913.57 7,945.27 Total expenses 41,587.90 39,103.13

IV. Profit before tax (II - III) 6,393.14 4,833.02 V. Tax expense:

(1) Current tax 1,564.18 1,216.74 (2) Earlier year’s taxes (17.46) 1.50 (3) Deferred tax 50.80 (128.97)

VI. Profit for the period (IV-V) 4,795.62 3,743.75 VII. Other comprehensive income

a) Items that will not be reclassified to profit or lossi) Remeasurement of defined benefit plans (29.05) (62.42)ii) Fair value changes in equity instruments 131.26 (238.18)iii) Income tax relating to items (i) & (ii) above 7.31 15.71

b) Items that will be reclassified to profit or lossi) Exchange differences in translating the financial

statements of a foreign operation (10.75) 3.29

Other comprehensive income (net of tax ) 98.77 (281.60)VIII. Total comprehensive income for the year 4,894.39 3,462.15

Profit for the yearAttributable to:Owners of the parent 4,795.62 3,743.75 Non-controlling interests - - Total comprehensive income for the yearAttributable to:Owners of the parent 4,894.39 3,462.15 Non-controlling interests - -

IX. Earnings per equity share (Face Value ₹5 each)(1) Basic 35 16.82 12.96 (2) Diluted 35 16.14 12.96

Summary of significant accounting policies 2The accompanying notes are an integral part of the financial statements.

208

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209

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH, 2021All amounts in ` lakhs, unless otherwise stated

Particulars 31 March, 2021 31 March, 2020 Cash flows from operating activitiesProfit before tax 6,393.14 4,833.02 Adjustments for:

Depreciation and amortisation expense 2,189.05 1,958.28 Loss on disposal of property, plant and equipment (net) 21.51 12.52 Provision for bad and doubtful debts (net of reversals) (0.57) 30.35 Bad debts written off 16.57 - Fair value adjustments and translation differences (9.24) 5.30 Finance costs 994.43 1,039.81 Dividend income (12.70) (61.40)

Change in operating assets and liabilities(Increase)/Decrease in trade receivables (3,138.46) 1,116.05 (Increase)/Decrease in financial assets other than trade receivables 60.64 (45.86)(Increase)/Decrease in other assets 1,643.47 (1,006.65)(Increase)/Decrease in inventories (2,082.45) (405.90)Increase/(Decrease) in trade payables 1,418.39 (15.52)Increase/(Decrease) in other financial liabilities 735.87 (284.88)Increase/(Decrease) in provisions 98.70 (110.17)Increase/(Decrease) in other liabilities 12.09 181.33

Cash generated from operations 8,340.44 7,246.28 Income taxes paid (1,496.91) (1,253.05)

Net cash inflow/(outflow) from operating activities 6,843.53 5,993.23 Cash flows from investing activities

Purchase of property, plant & equipment and intangible assets (5,947.69) (4,100.08)(Increase)/Decrease in capital work-in-progress and intangible assets under development

2.54 448.92

Dividend income 12.70 61.40 Proceeds from sale of property, plant and equipment 54.51 1,008.88

Net cash inflow/(outflow) from investing activities (5,877.94) (2,580.88)Cash flows from financing activities

Proceeds from non-current borrowings (refer note 21) 70.00 2,080.93 Repayment of non-current borrowings (refer note 21) (1,114.84) (1,306.87)Proceeds/(repayment) from current borrowings (refer note 21) 79.18 (251.84)Dividend paid including corporate dividend tax (837.16) (3,006.58)Increase in securities premium 250.31 89.13 Proceeds from issue of shares 9.22 1.75 Money received against share warrants 1,533.78 - Interest paid (949.77) (999.97)

Net cash inflow (outflow) from financing activities (959.28) (3,393.45)Net increase (Decrease) in cash and cash equivalents 6.31 18.90 Cash and cash equivalents at the beginning of the year 36.72 17.82 Cash and cash equivalents at the end of the year 43.03 36.72

Cash flow statement has been prepared under the indirect method as set out in Ind AS - 7.The accompanying notes are an integral part of the financial statements.As per our report of even date For and on behalf of BoardFor M.Anandam & Co.,Chartered Accountants(Firm Registration Number: 000125S) J. Lakshmana Rao A. Subramanyam

Chairman & Managing Director Deputy Managing DirectorDIN: 00649702 DIN: 00654046

B V Suresh KumarPartnerMembership No. 212187

A. Seshu Kumari Thakur Vishal SinghPlace : Hyderabad Chief Financial Officer Company SecretaryDate : 26 May, 2021 M.No.A41956

Sd/-

Sd/-

Sd/-

Sd/-

Sd/-

210

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 Group information:

Mold-Tek Packaging Limited (‘the Parent’) is a public limited Group incorporated in India having its registered office at Hyderabad, Telangana, India. The Group is involved in the manufacturing of injection-molded containers. Mold-Tek Packaging FZE is the wholly owned subsidiary incorporated in UAE (together referred to as Group).

2 Significant accounting policies:

This note provides a list of the significant accounting policies adopted in the preparation of the financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.

a) Statement of compliance:

The financial statements are prepared inaccordance with Indian Accounting Standards(Ind AS) notified under the Companies (IndianAccounting Standards) Rules, 2015 as amendedby the Companies (Indian Accounting Standards)Amendment Rules, 2016 and Companies (IndianAccounting Standards) Amendment Rules, 2017,the relevant provisions of the Companies Act,2013 (‘the Act’) and guidelines issued by theSecurities and Exchange Board of India (SEBI), asapplicable.

b) Basis of preparation:

The Consolidated Financial Statements(CFS) include the financial statements ofthe Group and its wholly owned subsidiary.The assets, liabilities, income and expenses ofthe wholly owned subsidiary is aggregated andconsolidated line by line. Profit or loss and eachcomponent of other comprehensive income areattributed to the owners. All intragroup assetsand liabilities, equity, income, expenses and cashflows relating to transactions between members ofthe Group are eliminated in full on consolidation.The financial statements have been prepared underthe historical cost convention with the exceptionof certain assets and liabilities that are required tobe carried at fair values as per Ind AS. Fair value isthe price that would be received to sell an asset orpaid to transfer a liability in an orderly transactionbetween market participants at the measurementdate.

c) Revenue recognition:

i) Revenue from contract with customers

Revenue is recognised when the performanceobligations have been satisfied, which isonce control of the goods is transferredfrom the Group to the customer.Revenue related to the sale of goods isrecognised when the product is delivered tothe destination specified by the customer,and the customer has gained control throughtheir ability to direct the use of and obtainsubstantially all the benefits from the asset.Revenue is measured based on considerationspecified in the contract with a customerwhich is measured at the fair value of theconsideration received or receivable, netof returns and allowances, trade discountsand volume rebates and excludes amountscollected on behalf of third parties.

ii) Other income

Dividend income is recognised when theright to receive the income is established.

Interest income is recognized on timeproportion basis taking into account theamount outstanding and the rate applicable.

Rental income from investment properties isrecognised on a straight line basis over theterm of the relevant leases.

Export benefit under the duty free creditentitlements is recognized in the statementof profit and loss, when right to receive suchentitlement is established as per terms of therelevant scheme in respect of exports madeand where there is no significant uncertaintyregarding compliance with the terms andconditions of such scheme.

Sales tax incentives are recognized in thestatement of profit and loss, when right toreceive such entitlement is established asper terms of the relevant scheme and wherethere is no significant uncertainty regardingcompliance with the terms and conditions ofsuch scheme.

d) Borrowing costs:

Borrowing costs directly attributable to theacquisition, construction or production of

211

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for the intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing cost eligible for capitalization. Other borrowings costs are expensed in the period in which they are incurred.

e) Employee benefits:

(i) Short-term obligations

Liabilities for wages and salaries, includingnon-monetary benefits that are expected tobe settled wholly within 12 months after theend of the period in which the employeesrender the related service are recognized inrespect of employees’ services up to the endof the reporting period and are measuredat the amounts expected to be paid whenthe liabilities are settled. The liabilitiesare presented as current employee benefitobligations in the balance sheet.

(ii) Other long-term employee benefitobligations

The liabilities for earned leave are notexpected to be settled wholly within 12months after the end of the period in whichthe employees render the related service.They are therefore measured at the presentvalue of expected future payments to be madein respect of services provided by employeesup to the end of the reporting period usingthe projected unit credit method. The benefitsare discounted using the market yields at theend of the reporting period that have termsapproximating to the terms of the relatedobligations. Remeasurements as a result ofthe experience adjustments and changes inactuarial assumptions are recognized in profitor loss.

The obligations are presented as currentliabilities in the balance sheet if the entitydoes not have an unconditional right to defersettlement for at least twelve months afterthe reporting period, regardless of when theactual settlement is expected to occur.

(iii) Gratuity obligations

The liability or assets recognized in thebalance sheet in respect of gratuity plans is thepresent value of the defined benefit obligationat the end of the reporting period less thefair value of plan assets. The defined benefitobligation is calculated annually by actuariesusing the projected unit credit method.

The present value of the defined benefitobligation is determined by discounting theestimated future cash outflows by referenceto market yields at the end of the reportingperiod on government bonds that have termsapproximating to the terms of the relatedobligation.

The net interest cost is calculated by applyingthe discount rate to the net balance of thedefined benefit obligation and the fair value ofplan assets. This cost is included in employeebenefit expense in the statement of profit andloss.

Remeasurement gains and losses arisingfrom experience adjustments and changes inactuarial assumptions are recognized in theperiod in which they occur, directly in othercomprehensive income. They are included inretained earnings in the statement of changesin equity and in the balance sheet.

Changes in the present value of the definedbenefit obligation resulting from planamendments or curtailments are recognizedimmediately in profit or loss. The gratuityliability is covered through a recognizedGratuity Fund managed by Life InsuranceCorporation of India and the contributionsmade under the scheme are charged tostatement of profit and loss.

(iv) Defined contribution plans

The Group pays provident fund contributionsto publicly administered funds as per localregulations wherever applicable. TheGroup has no further payment obligationsonce the contributions have been paid. Thecontributions are accounted for as definedcontribution plans and the contributions arerecognized as employee benefit expensewhen they are due.

212

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(v) Bonus plans

The Group recognizes a liability and anexpense for bonuses wherever applicable.The Group recognizes a provision wherecontractually obliged or where there is apast practice that has created a constructiveobligation.

f) Income taxes

Tax expense for the year comprises current anddeferred tax.

Current Tax is the amount of tax payable on thetaxable income for the year as determined inaccordance with the applicable tax rates and theprovisions of the Income-tax Act, 1961 and otherapplicable tax laws that have been enacted orsubstantively enacted by the end of the reportingperiod.

Deferred tax is recognised on temporarydifferences between the carrying amounts of assetsand liabilities in the financial statements and thecorresponding tax bases used in the computation oftaxable profit. Deferred tax liabilities are generallyrecognised for all taxable temporary differences.Deferred tax assets are generally recognised for alldeductible temporary differences to the extent thatit is probable that taxable profits will be availableagainst which those deductible temporarydifferences can be utilised. Such deferred tax assetsand liabilities are not recognised if the temporarydifferences arise from the initial recognition(other than in a business combination) of assetsand liabilities in a transaction that affects neitherthe taxable profit nor the accounting profit. Inaddition, deferred tax liabilities are not recognisedif the temporary difference arises from the initialrecognition of goodwill.

The carrying amount of deferred tax assets isreviewed at the end of each reporting period andreduced to the extent that it is no longer probablethat sufficient taxable profits will be availableto allow all or part of the asset to be recovered.Deferred tax assets and liabilities are measuredat the tax rates that are expected to apply in theperiod in which the liability is settled or the assetrealised, based on tax rates (and tax laws) that havebeen enacted or substantively enacted by the endof the reporting period.

Tax relating to items recognized directly in equity

or other comprehensive income is recognised in equity or other comprehensive income and not in the statement of profit and loss.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they are related to income taxes levied by the same tax authority, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

g) Property, Plant and Equipment (PPE):

PPE are carried at cost less accumulateddepreciation and impairment losses, if any.The cost of PPE comprises of purchase price,applicable duties and taxes net of input tax credit,any directly attributable expenditure on makingthe asset ready for its intended use, other incidentalexpenses and interest on borrowings attributableto acquisition of qualifying fixed assets, uptothe date the asset is ready for its intended use.All other repair and maintenance costs, includingregular servicing, are recognised in the statementof profit and loss as incurred. When a replacementoccurs, the carrying value of the replaced part isde-recognised. Where an item of PPE comprisesmajor components having different useful lives,these components are accounted for as separateitems.

Leasehold improvements are stated at costincluding taxes, freight and other incidentalexpenses incurred, net of input tax credits availed.The depreciation is provided over the life estimatedby the management.

Self constructed assets (Moulds): The Grouptransfers all the directly attributable expenditureincurred towards construction of moulds includingdepreciation on actual cost basis.

PPE retired from active use and held for sale arestated at the lower of their net book value and netrealizable value and are disclosed separately.

An item of PPE is derecognised upon disposal orwhen no future economic benefits are expectedto arise from the continued use of the asset. Anygain or loss arising on the disposal or retirementof an item of property, plant and equipment isdetermined as the difference between the saleproceeds and the carrying amount of the asset andis recognised in profit or loss.

213

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

h) Expenditure during construction period andintangible assets under development:

Expenditure during construction period (includingfinance cost related to borrowed funds forconstruction or acquisition of qualifying PPE)is included under capital work-in-progressand the same is allocated to the respectivePPE on the completion of their construction.Intangible Assets under development includes theexpenditure incurred for acquisition of intangibleassets.

i) Depreciation:

Depreciation is the systematic allocation of thedepreciable amount of PPE over its useful life andis provided on the straight line method over theuseful lives as prescribed in Schedule II to the Act.

j) Intangible assets and amortization:

Intangible assets acquired separately are measuredon initial recognition cost and are amortized onstraight line method based on the estimated usefullives.

The amortization period and amortization methodare reviewed at each financial year end.

Computer Software is amortized over a period offive years.

k) Investment property:

Investment property is property held to earnrentals and/or for capital appreciation (includingproperty under construction for such purposes).Investment property is measured initially at cost,including transaction costs. Subsequent to initialrecognition, investment properties are measured atcost model which is in accordance with Ind AS 40.An investment property is derecognised upondisposal or when the investment property ispermanently withdrawn from use and no furthereconomic benefits expected from disposal.Any gain or loss arising on derecognition ofthe property is included in profit or loss in theperiod in which the property is derecognised.Depreciation on building is provided over it’suseful life of 30 years using the straight linemethod.

l) Impairment of assets:

Intangible assets and property, plant andequipment: Intangible assets and property, plant

and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

If such assets are considered to be impaired, the impairment to be recognized in the statement of profit and loss is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is reversed in the statement of profit and loss if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

m) Inventories:

Inventories includes Raw materials, Work-in-progress, Finished goods, Stores & Spares,Packing materials and Other consumables. Theseare valued at lower of cost and net realizable value(NRV). However, raw materials are considered tobe realizable at cost, if the finished products, inwhich they will be used, are expected to be soldat or above cost. Further, cost is determined onweighted average basis.

Materials in transit

Valuation of inventories of materials in transit isdone at cost.

Work-in-Progress (WIP) and Finished goods

Valued at lower of cost and NRV. Cost of finishedgoods and WIP includes cost of raw materials,cost of conversion and other costs incurred inbringing the inventories to their present locationand condition. Cost of inventories is computed onweighted average basis.

214

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

n) Provisions, contingent liabilities and contingentassets :

The Group recognises provisions when there ispresent obligation as a result of past event and it isprobable that there will be an outflow of resourcesand reliable estimate can be made of the amountof the obligation. If the effect of the time value ofmoney is material, provisions are determined bydiscounting the expected future cash flows to netpresent value using an appropriate pre-tax discountrate that reflect current market assessments of thetime value of money and, where appropriate, therisks specific to the liability. Unwinding of thediscount is recognised in the statement of profitand loss as a finance cost. Provisions are reviewedat each reporting date and are adjusted to the reflectthe current best estimate.

A present obligation that arises from past eventswhere it is either not probable that an outflow ofresources will be required to settle or a reliableestimate of the amount cannot be made, is disclosedas a contingent liability. Contingent liabilities arealso disclosed when there is a possible obligationarising from past events, the existence of whichwill be confirmed only by the occurrence or non-occurrence of one or more uncertain future eventsnot wholly within the control of the Group.

Contingent assets are not recognized in financialstatements since this may result in the recognitionof income that may never be realised.

o) Financial instruments:

Financial assets and financial liabilities arerecognised when the Group becomes a partyto the contractual provisions of the instrument.Financial assets and financial liabilities areinitially measured at fair value. Transaction coststhat are directly attributable to the acquisition orissue of financial assets and financial liabilities(other than financial assets and financial liabilitiesat fair value through profit or loss) are added to ordeducted from the fair value of the financial assetsor financial liabilities, as appropriate, on initialrecognition. Transaction costs directly attributableto the acquisition of financial assets or financialliabilities at fair value through profit or loss arerecognised immediately in profit or loss.

Financial assets

(i) Financial assets carried at amortised cost

A financial asset is subsequently measured atamortised cost if it is held within a businessmodel whose objective is to hold the asset inorder to collect contractual cash flows and thecontractual terms of the financial asset giverise on specified dates to cash flows that aresolely payments of principal and interest onthe principal amount outstanding.

(ii) Financial assets at fair value through othercomprehensive income

A financial asset is subsequently measuredat fair value through other comprehensiveincome if it is held within a businessmodel whose objective is achieved by bothcollecting contractual cash flows and sellingfinancial assets and the contractual terms ofthe financial asset give rise on specified datesto cash flows that are solely payments ofprincipal and interest on the principal amountoutstanding. Further, in case where the Grouphas made an irrevocable selection basedon its business model, for its investmentswhich are classified as equity instruments,the subsequent changes in fair value arerecognized in other comprehensive income.

(iii) Financial assets at fair value through profitand loss

A financial asset which is not classified in anyof the above categories is subsequently fairvalued through profit or loss.

(iv) The Group recognizes loss allowances usingthe expected credit loss (ECL) model for thefinancial assets which are not fair valuedthrough profit or loss. Loss allowance fortrade receivables with no significant financingcomponent is measured at an amount equal tolifetime ECL. For all other financial assets,expected credit losses are measured at anamount equal to the 12-month ECL, unlessthere has been a significant increase in creditrisk from initial recognition in which casethose are measured at lifetime ECL. Theamount of expected credit losses (or reversal)that is required to adjust the loss allowance

215

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

at the reporting date to the amount that is required to be recognised is recognized as an impairment gain or loss in statement of profit or loss.

Financial liabilities and equity instruments

1. Classification as debt or equity

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

2. Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

3. Financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, using the effective interest rate method where the time value of money is significant.

Interest bearing bank loans, overdrafts and unsecured loans are initially measured at fair value and are subsequently measured at amortised cost using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in the statement of profit and loss.

4. Derecognition of financial instruments

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognized from the Group’s balance sheet when the obligation specified in the contract is discharged or cancelled or expires.

5. Fair value of financial instruments

In determining the fair value of its financial instruments, the Group uses a variety of methods and assumptions that are based on market

conditions and risks existing at each reporting date. The methods used to determine fair value include discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result in general approximation of value, and such value may or may not be realized.

6. Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Group or the counterparty.

p) Earnings per share :

The basic earnings per share is computed bydividing the profit/(loss) for the year attributableto the equity shareholders by the weighted averagenumber of equity shares outstanding during theyear. For the purpose of calculating diluted earningsper share, profit/(loss) for the year attributable tothe equity shareholders and the weighted averagenumber of the equity shares outstanding duringthe year are adjusted for the effects of all dilutivepotential equity shares.

q) Cash and cash equivalents

Cash and cash equivalents include cash on handand demand deposits with banks. Cash equivalentsare short-term balances (with an original maturityof three months or less), highly liquid investmentsthat are readily convertible into known amounts ofcash and which are subject to insignificant risk ofchanges in value.

r) Transactions in foreign currencies

The presentation currency of the Group is IndianRupee.

Transactions in foreign currencies are recordedat the exchange rates prevailing on the date oftransaction.

Foreign currency monetary assets and liabilitiessuch as cash, receivables, payables, etc., aretranslated at year end exchange rates.

216

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Exchange differences arising on settlement of transactions and translation of monetary items are recognised as income or expense in the year in which they arise.

s) Segment reporting

An operating segment is a component of the Groupthat engages in business activities from which itmay earn revenues and incur expenses, whoseoperating results are regularly reviewed by theGroup’s chief operating decision maker to makedecisions for which discrete financial informationis available. Based on the management approach asdefined in Ind AS 108, the chief operating decisionmaker evaluates the Group’s performance andallocates resources based on an analysis of variousperformance indicators by business segments andgeographic segments.

t) Government grants

Grants from the government are recognised atfair value where there is a reasonable assurancethat the grant will be received and the Group willcomply with all attached conditions.

Government grants relating to income are deferredand recognised in the profit or loss over the periodnecessary to match them with the costs they areintended to compensate and presented within otherincome.

Government grants relating to the purchase ofproperty, plant and equipment are included innon-current liabilities as deferred income and arecredited to profit and loss on a straight line basisover the expected lives of the related assets andpresented within other income.

The benefit of a government loan at below currentmarket rate of interest is treated as a governmentgrant.

u) Leases

As a lessee:

The Group assesses whether a contract contains alease, at inception of a contract. A contract is, orcontains, a lease if the contract conveys the rightto control the use of an identified asset for a periodof time in exchange for consideration. To assesswhether a contract conveys the right to controlthe use of an identified asset, the Group assesseswhether:

(1) The contract involves the use of an identifiedasset;

(2) The Group has substantially all the economicbenefits from use of the asset through theperiod of the lease and

(3) The Group has the right to direct the use ofthe asset.

The Group recognizes a Right-Of-Use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the balance lease term of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of the leases. Lease liabilities are re-measured with a corresponding adjustment to the related right of use asset if the Group changes its assessment if whether it will exercise an extension or a termination option.

Lease liability and ROU asset shall be separately presented in the balance sheet and lease payments shall be classified as financing cash flows.

217

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As Lessor:

A lease for which the Group is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.

For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.

Operating lease – Rentals payable under operating leases are charged to the statement of profit and loss on a straight line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are utilised.

v) Employee share based payments:

Equity- settled share-based payments toemployees are measured at the fair value of theemployee stock options at the grant date. The fairvalue determined at the grant date of the equity-settled share-based payments is amortised over thevesting period, based on the Group’s estimate ofequity instruments that will eventually vest, with acorresponding increase in equity. At the end of eachreporting period, the Group revises its estimateof the number of equity instruments expected tovest. The impact of the revision of the originalestimates, if any, is recognised in the statement ofprofit and loss such that the cumulative expensereflects the revised estimate, with a correspondingadjustment to the equity-settled employee benefitsreserve.

w) Dividend distribution

Dividends paid (including income tax thereon)is recognised in the period in which the interimdividends are approved by the Board of Directors,or in respect of the final dividend when approvedby shareholders.

x) Rounding off amounts

All amounts disclosed in the financial statementsand notes have been rounded off to the nearestlakhs as per the requirement of Schedule III, unlessotherwise stated.

y) Standards issued but not yet effective

There is no such notification which would havebeen applicable from 1 April, 2021.

3 Use of estimates and critical accounting judgements:

In preparation of the financial statements, the Group makes judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and the associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and future periods affected. Significant judgements and estimates relating to the carrying values of assets and liabilities include useful lives of property, plant and equipment and intangible assets, impairment of property, plant and equipment, intangible assets and investments, provision for employee benefits and other provisions, recoverability of deferred tax assets, commitments and contingencies.

218

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222

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

5.1. Investments

Particulars As at 31 March, 2021

As at 31 March, 2020

Designated at Fair Value through Other Comprehensive Income (FVOCI) Investments in equity instruments (quoted - fully paid up) Mold-Tek Technologies Limited 864.86 733.60 21,17,165 (2020-21,17,165) shares of ₹2 each

Total 864.86 733.60 Aggregate amount of quoted investments 864.86 733.60 Aggregate amount of impairment in value of investments - -

5.2. Other financial assets (non-current)

Particulars As at 31 March, 2021

As at 31 March, 2020

Earmarked balances Margin money deposits with banks against guarantees 24.59 23.45 Total 24.59 23.45

6. Other non-current assets

Particulars As at 31 March, 2021

As at 31 March, 2020

Unsecured, considered good Capital advances 305.50 1,095.57 Deposits with government and others 323.77 229.86 Total 629.27 1,325.43

7. Inventories

Particulars As at 31 March, 2021

As at 31 March, 2020

(Valued at lower of cost and net realizable value) Raw material 3,368.77 1,886.17 Work-in-progress 818.72 881.84 Finished goods 1,317.40 717.58 {including material in transit of ₹273.94 lakhs (2020 - ₹36.06 lakhs)} Packing Materials 63.30 63.59 Stores & spares 83.18 85.61 Consumables 1,430.65 1,364.78 Total 7,082.02 4,999.57

223

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

8.1. Trade receivables

Particulars As at 31 March, 2021

As at 31 March, 2020

Unsecured, considered good 9,060.15 5,971.25 Less: Allowance for expected credit loss (47.10) (80.66)Total 9,013.05 5,890.59

8.2. Cash and Cash equivalents

Particulars As at 31 March, 2021

As at 31 March, 2020

Balances with banks in current accounts 29.69 30.91 Cash on hand 13.34 5.81 Total 43.03 36.72

8.3. Bank balances other than (Cash and Cash equivalents) above

Particulars As at 31 March, 2021

As at 31 March, 2020

Ear marked balancesUnpaid dividend accounts 75.26 77.81 Rights issue warrants money 10.45 - Total 85.71 77.81

8.4. Loans (current)

Particulars As at 31 March, 2021

As at 31 March, 2020

Unsecured, considered good Employee advances 32.11 28.85 Total 32.11 28.85

8.5. Other financial assets (current)

Particulars As at 31 March, 2021

As at 31 March, 2020

Sales tax incentive receivable* 225.88 300.63 Export benefits receivables** 8.60 6.77 Total 234.48 307.40

*During the year, the Group has received ₹150.02 lakhs against sales tax incentive from Maharashtra state government onaccount of “Package Scheme of Incentives 2008 & 2013”, pertaining to financial years 2017-18 & 2018-19. An amount of₹75.27 lakhs (P.Y ₹93.53 lakhs) has been considered as incentive receivable for financial year 2020-21.

**During the year, the Group has received ₹1.46 lakhs pertaining to financial year 2018-19 and ₹9.09 lakhs pertaining to financial year 2019-20 against export incentive under “Merchandise Exports from India Scheme.

224

9. Current tax assets/(liabilities) (net)

Particulars As at 31 March, 2021

As at 31 March, 2020

Opening balance 131.92 136.01 Add: Excess tax provision written back 17.46 2.40 Add: Advance tax and TDS of current year - 1,253.05Less: Provision for current tax - (1,216.74)Less: Tax refunds (26.88) (42.80)Total 122.50 131.92

10. Other current assets

Particulars As at 31 March, 2021

As at 31 March, 2020

Prepaid expenses 83.29 79.09 Supplier advances 187.19 1,083.17 Advance for CSR expenses 6.42 15.00 Advances for expenses to employees 2.30 4.47 Deposit with customs, GST input tax credit & Value added tax credit 139.20 174.56 Total 418.40 1,356.29

11. Equity share capital

Particulars As at 31 March, 2021

As at 31 March, 2020

Authorized: 4,00,00,000 (P.Y. 2,90,00,000) equity shares of ₹5 each 2,000.00 1,450.00 Total 2,000.00 1,450.00 Issued, Subscribed & Paid-Up Capital:2,77,71,621 (P.Y. 2,77,26,027) equity shares of ₹5 each fully paid up 1,388.58 1,386.30 5,55,330 (P.Y. Nil) equity shares of ₹5 each ( ₹1.25 partly paid up) 6.94 - Total 1,395.52 1,386.30

a) 79,95,776 equity shares out of the issued, subscribed and paid up share capital were allotted in the financial year2008-09 pursuant to the Scheme of arrangement without payments being received in cash.

b) 46,625 equity shares of ₹10 each issued at a premium of ₹52.95 per share on 6 July, 2011 by way of Employee StockOption Scheme.

c) 12,40,000 equity shares of ₹10 each issued at a premium of ₹30 per share on 7 September, 2011 by way of preferentialoffer.

d) 9,125 equity shares of ₹10 each issued at a premium of ₹52.95 per share on 19 December, 2011 by way of EmployeeStock Option Scheme.

e) 19,25,000 equity shares of ₹10 each issued at a premium of ₹35.80 per share on 4 February, 2012 by way ofpreferential offer.

f) 37,800 equity shares of ₹10 each issued at a premium of ₹52.95 per share on 5 July, 2012 by way of Employee StockOption Scheme.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

225

g) 22,950 equity shares of ₹10 each issued at a premium of ₹52.95 per share on 28 June, 2013 by way of EmployeeStock Option Scheme.

h) 25,100 equity shares of ₹10 each issued at a premium of ₹52.95 per share on 13 June, 2014 by way of EmployeeStock Option Scheme.

i) 39,800 equity shares of ₹10 each issued at a premium of ₹52.95 per share on 25 July, 2014 by way of EmployeeStock Option Scheme.

j) 24,98,350 equity shares of ₹10 each issued at a premium of ₹210.17 per share on 3 February, 2015 by way ofQualified institutional placement.

k) 5,000 equity shares of ₹10 each issued at a premium of ₹52.95 per share on 9 April, 2015 by way of Employee StockOption Scheme.

l) Shareholders on 3 February, 2016 approved the share split of ₹10 each, fully paid up into 2 (Two) equity shares of₹5 each fully paid up. The Board of Directors fixed the record date as 18 February, 2016. On 17 February, 2016 theGroup has sub-divided the existing fully paid Equity Shares of 1,38,45,526 with face of ₹10 each into 2,76,91,052fully paid up shares with face value of ₹5 each.

m) 23,325 equity shares of ₹5 each issued at a premium of ₹254.85 per share on 18 October, 2019 by way of EmployeeStock Option Scheme.

n) 11,650 equity shares of ₹5 each issued at a premium of ₹254.85 per share on 27 October, 2019 by way of EmployeeStock Option Scheme.

o) 6,690 equity shares of ₹5 each issued at a premium of ₹254.85 per share on 13 August, 2020 by way of EmployeeStock Option Scheme.

p) 33,810 equity shares of ₹5 each issued at a premium of ₹254.85 per share on 3 October, 2020 by way of EmployeeStock Option Scheme.

q) 5,55,330 partly paid up right equity shares of ₹1.25 each issued at a premium of ₹43.75 per share on 18 November,2020 by way of Rights issue.

r) 5,094 equity shares of ₹ 5 each issued at a premium of ₹179 per share on 15 March, 2021 upon conversion of sharewarrants to equity shares. However, listing formalities for the same are completed in the month of April, 2021.

(A) Movement in equity share capital:Particulars Number of shares Amount Balance at 01 April, 2019 2,76,91,052 1,384.55 Movement during the year 34,975 1.75 Balance at 31 March, 2020 2,77,26,027 1,386.30 Movement during the year 6,00,924 9.22 Balance at 31 March, 2021 2,83,26,951 1,395.52

(B) Details of shareholders holding more than 5% shares in the Group

Name of the shareholder As at 31 March, 2021 As at 31 March, 2020

No. of Shares % holding No. of Shares % holdingJ. Lakshmana Rao 26,36,553 9.31 25,55,445 9.22 DSP Blackrock small cap fund 18,44,815 6.51 18,08,643 6.52 A. Subramanyam 16,65,706 5.88 20,29,124 7.32 J. Sudha Rani 15,76,218 5.57 15,06,194 5.43

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

226

(C) MTPL Employee Stock Option SchemeThe Group has granted 2,02,000 Options to employees on 4 June, 2010 under the Employees Stock Option scheme, inaccordance with the guidelines issued by Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999, at ₹26 per option.

The Group has granted 95,100 Options to employees on 20 July, 2018 under the Employees Stock Option scheme, inaccordance with the guidelines issued by Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999, at ₹208 per option.

The Group has granted 54,900 Options to employees on 20 July, 2018 under the Employees Stock Option scheme, inaccordance with the guidelines issued by Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999, at ₹234 per option.

The Group has granted 1,50,000 Options to employees on 23 December, 2020 under the Employees Stock Optionscheme, in accordance with the guidelines issued by Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines, 1999, at ₹245.75 and ₹259.40 per option for 94,150 &55,850 options respectively.

Pursuant to the shareholders approval dated 3 February, 2016, the Group’s equity shares of ₹10 each were split intoequity shares of ₹5 each fully paid up and consequently the above options with face value of ₹10 each were converted toface value of ₹5 each.

Particulars As at 31 March

2021 2020Options outstanding 1,12,500 1,50,000 Add: Granted 1,50,000 - Less: Exercised 40,500 34,975 Less: Forfeited/Lapsed - 2,525Closing balance 2,22,000 1,12,500

(D) Rights issue

During the year, under Rights issue, the Group has issued 5,55,330 equity shares of Face value of ₹5 each (‘RightsEquity Shares’) and 33,31,980 detachable Share warrants of face value of ₹5 each to the Eligible Equity Shareholders atan issue price of ₹180 per Rights Equity Share (premium of ₹175 per Rights Equity Share) and ₹184 per Share warrant.On application, the Group has received an amount of ₹45 per Rights Equity Share (₹1.25 towards face value and ₹ 43.75towards premium) and ₹46 per Share warrant. The balance amount is receivable on call to be made by the Group and onexercise of warrants by the Share warrant holders of the Group.

(E) Terms/Rights attached to equity shares

The Group has only one class of equity shares having a face value of ₹5 each. Each holder of equity share is entitledto one vote per share. The Group declares and pays dividends in Indian Rupees. The dividend proposed by the Boardof Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event ofliquidation of the Group, the equity shareholders will be entitled to receive remaining assets of the group, afterdistribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by theshareholders.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

227

12. Other equity

Particulars As at 31 March, 2021

As at 31 March, 2020

Reserves and surplus Securities premium 7,820.15 7,569.84 Capital reserve 57.15 57.15 General reserve 1,914.39 1,914.39 Share options outstanding account 32.08 32.37 Retained earnings 12,319.24 8,382.52

Money received against share warrants 1,533.79 - Exchange differences in translating the financial statements of foreign operations (25.24) (14.49)

Equity Instruments through other comprehensive income 548.54 417.28 Total 24,200.10 18,359.06

(i) Securities premium

Particulars As at 31 March, 2021

As at 31 March, 2020

Opening balance 7,569.84 7,480.70 Movement during the year 250.31 89.14 Closing balance 7,820.15 7,569.84

(ii) Capital reserve

Particulars As at 31 March, 2021

As at 31 March, 2020

Opening balance 57.15 57.15 Movement during the year - - Closing balance 57.15 57.15

(iii) General reserve

Particulars As at 31 March, 2021

As at 31 March, 2020

Opening balance 1,914.39 1,914.39 Movement during the year - - Closing balance 1,914.39 1,914.39

(iv) Share options outstanding account

Particulars As at 31 March, 2021

As at 31 March, 2020

Opening balance 32.37 - Add: On account of Share-based payments to employees 17.35 47.48 Less: On account of exercise of employee stock options (17.64) (15.11)Closing balance 32.08 32.37

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

228

(v) Retained earnings

Particulars As at 31 March, 2021

As at 31 March, 2020

Opening balance 8,382.52 7,692.06 Add: Profit for the year 4,795.62 3,743.75 Less: Dividends including tax (837.16) (3,006.58)Less: Remeasurement of defined benefit plan (net of tax) (OCI) (21.74) (46.71)Closing balance 12,319.24 8,382.52

(vi) Exchange differences in translating the financial statements of foreign operations

Particulars As at 31 March, 2021

As at 31 March, 2020

Opening balance (14.49) (17.78)Exchange differences in translating the financial statements of foreign operations (10.75) 3.29

Closing balance (25.24) (14.49)

(vii) Equity Instruments through Other Comprehensive Income

Particulars As at 31 March, 2021

As at 31 March, 2020

Opening balance 417.28 655.46 Less: Net changes in fair value of financial instruments 131.26 (238.18)Closing balance 548.54 417.28

Nature and purpose of other reserves (i) Securities premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised in accordance with theprovisions of the Companies Act.

(ii) Capital reserveCapital reserve arose on account of amalgamation, transfer of amounts related to forfeited shares amount, state subsidyand others. The reserve is utilised in accordance with the provisions of the Companies Act.

(iii) General reserveGeneral reserve is used for strengthening the financial position and meeting future contingencies and losses.

(iv) Share options outstanding accountThe reserve represents the excess of the fair value of the options on the grant date over the exercise price which isaccumulated by the Group in respect of all options that have been granted. The Group transfers the proportionateamounts, outstanding in this account, in relation to options exercised to securities premium on the date of exercise ofsuch options.

(v) Retained earningsThis Reserve represents the cumulative profits of the Group and effects of remeasurement of defined benefit obligations.This Reserve can be utilised in accordance with the provisions of the Companies Act, 2013.

(vi) Exchange differences in translating the financial statements of foreign operationsThis reserve represents the cumulative gains/loss (net) arising on fair valuation of equity instruments, net of amountsreclassified, if any, to retained earnings when those instruments are disposed off.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

229

(vii) Equity Instruments through other comprehensive income

This reserve represents the cumulative gains (net) arising on fair valuation of equity instruments, net of amountsreclassified, if any, to retained earnings when those instruments are disposed off.

13. Borrowings (non-current)

Particulars As at 31 March, 2021

As at 31 March, 2020

a) Secured loansTerm loans

From banks 1,556.40 2,259.10 From others 84.41 209.50

b) Unsecured loansDeferred payment liabilities- Sales tax deferment loan 20.70 49.64

Total 1,661.51 2,518.24

a) Secured loans

The following assets of the Company are given as security:

# Citicorp Finance (India) Limited has first exclusive charge by way of equitable mortgage on the factory land and buildingssituated at Plot no.94, KIADB-Adakanhallu Industrial Area, Chikkaiahnachatra Hobli, Nanjangud Taluk, Mysore district, Karnataka belonging to the Group.

# Citicorp Finance (India) Limited has first exclusive charge on plant & equipment and other properties at Mysore Unit.

# Citi Bank has first exclusive charge by way of equitable mortgage on the factory land and buildings situated at Plot no.2A, in Survey no. 251P, 255P, 256P, 261P, IC-PUDI village, Rambilli Mandal, Visakhapatnam district, belonging to the Group.

# Citi Bank has first exclusive charge on plant & equipment and other properties at Pudi (Visakhapatnam) Unit.

# Citi Bank has first exclusive charge on plant & equipment and other properties of Daman plant located at Survey no.160/A, 161/1 & 161/5, Bhimpore Village, Nani Daman, Daman District.

# Citi Bank has first exclusive charge on plant & equipment and other properties of Satara plant located at Survey no.82/2A, Gate no.656, Mhavashi Village, Dhawad wadi, Khandala Taluq, Pune, Satara District.

# Citi Bank has first exclusive charge on plant & equipment and other properties of Hyderabad unit located at Annaram Village, near air force academy, Medak District, Telangana State.

# Citi Bank has first exclusive charge by way of equitable mortgage on the factory land and building situated at Survey no.82/2A, Gate no.656, Mhavashi Village, Dhawad wadi, Khandala Taluq, Pune, Satara District.

# Citi Bank has first exclusive charge by way of equitable mortgage on the factory land and building situated at Survey no.160/A, 161/1 & 161/5, Bhimpore Village, Nani Daman, Daman District.

# Personal guarantees of J. Lakshmana Rao, A. Subramanyam and P. Venkateswara Rao directors of the Group.

# In case of vehicle loans obtained from banks and financial institutions, vehicles are offered as security.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

230

Repayment schedule (Other than Vehicle loans):Bank/Financial institution Rate of interest FY 2021-22 FY 2022-23 FY 2023-24Citicorp Finance (India) Limited 8.73% 166.67 - - Citi Bank N.A 7.41% 222.22 222.22 222.22Citi Bank N.A 8.85% 443.38 443.38 443.38Total 832.26 665.60 665.60

Repayment schedule (Vehicle loans):Bank/Financial Institutions Rate of interest FY 2020-21 FY 2021-22 FY 2022-23ICICI Bank Ltd 9.35% 1.94 - - ICICI Bank Ltd 8.55% 1.70 - - ICICI Bank Ltd 9.71% 2.70 0.48 - ICICI Bank Ltd 9.00% 4.85 3.04 - HDFC Bank Ltd 9.01% 16.10 - - Yes Bank Ltd 8.65% 0.57 - - Daimler Financial Services India Pvt Ltd 8.41% 6.72 36.11 - Toyota Financial Services India Limited 7.30% 21.70 23.30 25.00 Total 56.28 62.93 25.00

b) Unsecured loans

The Govt. of Andhra Pradesh has extended to the Group, the incentive of sales tax deferral scheme pursuant to which thesales tax payment attributable to the sales effected out of production is deferred (interest-free) for a period of 14 years.The Group has availed this scheme for production facility of its 2nd expansion at Annaram unit for ₹751.37 lakhs andproduction facility at Dommarapochampally unit for ₹421.91 lakhs. The Group has been repaying installments of thedeferred sales tax in accordance with the scheme. The total sales tax deferral amount as on 31 March, 2021 stands at₹68.31 lakhs (31 March, 2020 ₹96.69 lakhs). .

Sales tax deferment loan granted under State Investment Promotion Scheme has been considered as a government grantand the difference between the fair value and nominal value as on date is recognized as an expense. Accordingly, anamount of ₹1.51 lakhs (31 March, 2020: ₹2.01 lakhs) has been recognized as an expense. Every year, change in fairvalue is accounted for as an interest expense.

Repayment schedule:Particulars FY 2021-22 FY 2022-23Sales tax deferment loanValue added tax 32.23 24.59 Central sales tax 6.85 7.34 Total 39.08 31.93

14. Provisions (non-current)

Particulars As at 31 March, 2021

As at 31 March, 2020

For employee benefits Leave encashment 85.91 48.52 Gratuity 262.72 213.22 Total 348.63 261.74

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

231

15. Deferred tax liabilities (net)

Particulars As at 31 March, 2021

As at 31 March, 2020

a) Deferred tax assetsExpenses allowable on payment basis 101.52 89.71

b) Deferred tax liabilitiesDepreciation and amortisation 1,306.38 1,251.08 Deferred tax liabilities (net) 1,204.86 1,161.37

Movement in deferred tax liabilities (net)

Particulars

WDV of depreciable PPE/Investment

properties/intangible assets

Expenses allowable on

payment basisTotal

As at 1 April, 2020 1,251.08 (89.71) 1,161.37 (Charged)/Credited - -

to statement of profit and loss 55.30 (4.50) 50.80 to other comprehensive income - (7.31) (7.31)

As at 31 March, 2021 1,306.38 (101.52) 1,204.86

16. Other non-current liablities

Particulars As at 31 March, 2021

As at 31 March, 2020

Deferred income - Sales tax deferment loan 2.59 8.53 Total 2.59 8.53

17.1. Borrowings (Current)

Particulars As at 31 March, 2021

As at 31 March, 2020

Secured loans Loans repayable on demand Working capital loans from banks 8,225.18 8,146.00 Total 8,225.18 8,146.00

a) The Group has availed fund based working capital requirements from multiple banks viz., ICICI Bank Ltd, Citi BankN.A, and HSBC Ltd. Cash credit limits utilised as at the year end along with total working capital limits sanctioned bythe participating banks are given below:

Bank Nature of Borrowing

Limits as at 31st March Balances as on 31st March2021 2020 2021 2020

ICICI Bank Ltd CC* 1,500.00 1,500.00 1,395.36 1,373.70 HSBC Ltd CC* 4,000.00 4,000.00 3,887.38 3,787.51 HSBC Ltd Credit card 10.00 10.00 7.48 5.12 CITI Bank N.A CC* 3,000.00 3,000.00 2,928.55 2,979.67 Total 8,510.00 8,510.00 8,218.77 8,146.00

*CC-Cash Credit ** BG-Bank Guarantee

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

232

Working capital facilities from the banks are secured by hypothecation by way of first charge on the following assets of the Group:

i) First Pari passu charge to the above four banks by way of hypothecation of the borrower’s entire current assets whichinter-alia include stocks of raw material, work in process, finished goods, consumable stores & spares and such othermovables including Book debts, outstanding monies, receivables both present and future of such form satisfactory to thebank.

ii) First Pari passu charge to the above banks by way of hypothecation of the borrower’s movable properties of the Group(Except those specifically charged to term loan lenders).

iii) First Pari passu charge to the above banks by way of equitable mortgage on the following immovable properties of theGroup:-

I. First Charge by way of equitable mortgage of land measuring 6.5125 acres and building in Sy.No 54,55/A,70,71&72 of Annaram Village Near Air Force Academy, Jinnaram Mandal, Medak District, Telangana belonging tothe Group.

II. First Charge by way of equitable mortgage of land Measuring 6413 Sq. Yards and building in Sy.No. 164 part,Dammarapochampally Village, Qutubullapur, R R District, Telangana belonging to the Group.

III. First charge by way of equitable mortgage of land measuring 1066.63 Sq. Yards and buildings in Plot No. D-177phase III, IDA, Jeedimetla, Qutballapur Mandal, R.R. District. Telangana belonging to the Group.

IV. First charge by way of equitable mortgage of ground floor, cellar area of building bearing Municipal No. 8-2-293/82/A/700&700/1 on Plot No. 700 forming part of S.Y. No. 120 (New) of Shaikpet Village and S.Y. No 102/1of Hakim pet Village admeasuring 3653 SFT of the office space presently occupied by the vendee 50% or 930 SFTof reception area of 1860 SFT all in relevance to the ground Floor 400 Sq.Yards out of 1955 Sq.Yds situated withinthe approved layout of the Jubilee Hills Co-operative House Building Ltd at Road No. 36, Jubilee hills, belongingto the Group.

V. First charge by way of equitable mortgage of land and buildings in Shed No. D-17 & D-18, phase III, IDA,Jeedimetla, Qutballapur Mandal, Medchal District. Telangana belonging to the Group.

VI) Personal guarantees of J. Lakshmana Rao, A. Subramanyam, P.Venkateswara Rao and J. Mythreyi, directors of theGroup.

17.2. Trade payables

Particulars As at 31 March, 2021

As at 31 March, 2020

Dues to micro enterprises and small enterprises (refer note below) 37.70 10.57 Dues to creditors other than micro enterprises and small enterprises 3,185.63 1,794.38 Total 3,223.33 1,804.95

Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

Particulars As at 31 March, 2021

As at 31 March, 2020

(i) Principal amount and the interest due thereon remaining unpaid to eachsupplier at the end of each accounting yearPrincipal amount due to micro and small enterprises 37.70 10.57

Interest due on above - - ii) Interest paid by the Company in terms of Section 16 of the Micro,

Small and Medium Enterprises Development Act, 2006, along-withthe amount of the payment made to the supplier beyond the appointedday during the year

- -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

233

Particulars As at 31 March, 2021

As at 31 March, 2020

iii) Interest due and payable for the period of delay in making payment(which have been paid but beyond the appointed day during the year)but without adding interest specified under the Micro, Small andMedium Enterprises Act, 2006

- -

iv) The amount of interest accrued and remaining unpaid at the end of theeach accounting year - -

v) Interest remaining due and payable even in the succeeding years, untilsuch date when the interest dues as above are actually paid to the smallenterprises for the purpose of disallowance of a deductible expenditureunder section 23 of the Micro, Small and Medium EnterprisesDevelopment Act, 2006.

- -

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Group.

17.3. Other financial liabilities (current)

Particulars As at 31 March, 2021

As at 31 March, 2020

Current maturities of long term debts (refer note 13) 927.63 1,105.60 Interest accrued but not due 44.66 39.84 Unpaid dividend 75.26 77.81 Employee benefits payable 389.57 285.69 Outstanding expenses payable 392.86 308.43 Expenses payable to related parties (refer note 33) 48.20 32.16 CSR expenses payable * 153.57 5.57 Capital creditors 779.25 356.93 Security deposits 34.78 29.72 Others - 1.47Total 2,845.78 2,243.22

* includes an amount of ₹147.17 lakhs pertaining to ongoing projects as at 31 March, 2021, recognised as liability andtransferred to a special account pursuant to the amended provisions of section 135 of the Companies Act, 2013.

18. Current tax liabilities (net)

Particulars As at 31 March, 2021

As at 31 March, 2020

Provision for income tax 1,583.95 - Less: Advance tax and TDS of current year (1,496.91) - Total 87.04 -

19. Other current liabilities

Particulars As at 31 March, 2021

As at 31 March, 2020

Advances from customers 186.23 159.06 Deferred revenue grant - Sales tax deferment loan 5.94 8.63 Statutory dues payable 170.80 222.83 Total 362.97 390.52

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

234

20. Provisions (Current)

Particulars As at 31 March, 2021

As at 31 March, 2020

For employee benefits Leave encashment 41.04 20.56 Gratuity 50.09 29.69 Total 91.13 50.25

21. Net debt reconciliation

Particulars As at 31 March, 2021

As at 31 March, 2020

Opening balance 11,787.00 11,262.77 Add:- Proceeds from non-current borrowings 70.00 2,080.93 Less:- Repayment of non-current borrowings (1,114.84) (1,306.87) Proceeds/ (repayment) from current borrowings 79.18 (251.84) Fair value adjustment 1.51 2.01 Closing balance of borrowings 10,822.85 11,787.00

22. Employee benefits

(i) Leave obligations

The leave obligation covers the Group’s liability for earned leave which is unfunded.

(ii) Defined contribution plan

The Group has defined contribution plan namely Provident fund. Contributions are made to provident fund at therate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administeredby the Government. The obligation of the Group is limited to the amount contributed and it has neither any furthercontractual nor any constructive obligation. The expense recognised during the year towards defined contributionsplan is as follows:

Particulars 31 March, 2021 31 March, 2020Group’s contribution to provident fund 103.50 103.88

(iii) Post-employment obligationsa) Gratuity

The Group provides for gratuity for employees as per the Payment of Gratuity Act, 1972. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The Group operates post retirement gratuity plan with LIC of India. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

235

The following table sets out the amounts recognised in the financial statements in respect of gratuity plan:

Particulars Year ended 31 March, 2021

Year ended 31 March, 2020

Change in defined benefit obligations:Obligation at the beginning of the year 483.91 398.18 Current service cost 48.98 49.34 Interest cost 33.12 30.93 Remeasurement (gains)/losses 42.49 59.69 Past service cost - - Benefits paid (10.86) (54.23)Obligation at the end of the year 597.64 483.91 Change in plan assets:Fair value of plan assets at the beginning of the year 241.00 212.95 Investment income 16.49 16.54 Employer's contributions 24.76 24.50 Benefits paid (10.86) (10.27)Return on plan assets , excluding amount recognised in net interest expense 13.44 (2.72)

Fair value of plan assets at the end of the year 284.83 241.00 Expenses recognised in the statement of profit and loss consists of:Employee benefits expense:Current service costs 48.98 49.34 Past service cost - - Net interest expenses 16.63 14.39

65.61 63.73 Other comprehensive income:Actuarial (gains)/losses 42.49 59.69 Return on plan assets, excluding amount recognised in net interest expense (13.44) 2.73

Re-measurement (or actuarial) (gain)/loss arising because of change in effect of asset ceiling - -

29.05 62.42 Expenses recognised in the statement of profit and loss 94.66 126.15

Amounts recognised in the balance sheet consists of:

Particulars As at 31 March, 2021

As at 31 March, 2020

Fair value of plan assets at the end of the year 284.83 241.00 Present value of obligation at the end of the year 597.64 483.91 Recognised as Retirement benefit liability - Non-current 262.72 213.22

- Current 50.09 29.69

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

236

Fair value of plan assets --- 100% with LIC of IndiaExpected contributions to post- employment benefit plans of gratuity for the year ending 31 March, 2022 are ₹ 50.09 lakhs.

iv) Significant estimates and sensitivity analysisThe sensitivity of the defined benefit obligation to changes in key assumptions is:

Particulars

Key assumptions Defined benefit obligation

Increase in assumption by Decrease in assumption by

31 March, 2021

31 March, 2020 Rate

31 March,

2021

31 March,

2020 Rate

31 March,

2021

31 March,

2020 Discount rate 6.85% 6.85% 1% 525.20 424.82 1% 685.61 555.64 Salary growth rate 7.50% 7.00% 1% 675.51 550.43 1% 528.69 427.06

Attrition rate 1%/2%/3% 1%/2%/3% 0.5%/1%/1.5% 593.81 482.74 0.5%/1%/1.5% 601.90 485.17

The above sensitivity analysis is based on a change in each assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

v) Risk exposureThrough its defined benefit plans, the Group is exposed to a number of risks, the most significant of which aredetailed below:Interest rate risk:The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, thedefined benefit obligation will tend to increase.Salary inflation risk:Higher than expected increases in salary will increase the defined benefit obligation.Demographic risk:This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal,disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward anddepends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstatewithdrawals because in the financial analysis the retirement benefit of a short career employee typically costs lessper year as compared to a long service employee.

23. Revenue from operations

Particulars Year ended 31 March, 2021

Year ended 31 March, 2020

Revenue from contracts with customers Sale of products 47,772.14 43,692.90 Other operating revenue Export incentives 12.38 - Sales tax incentives 75.27 80.94 Sale of scrap 32.75 46.39 Total 47,892.54 43,820.23

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

237

24. Other income

Particulars Year ended 31 March, 2021

Year ended 31 March, 2020

Rental income from investment property 4.51 2.06 Dividend income 12.70 61.40 Amortisation of deferred government grant 8.63 17.49 Interest income 15.35 34.97 Foreign exchange fluctuation gain (net) 22.55 - Provision no longer required 24.76 - Total 88.50 115.92

25. Cost of materials consumed

Particulars Year ended 31 March, 2021

Year ended 31 March, 2020

Raw material 23,499.50 20,390.73 Pigments 789.56 751.29 Handles 929.19 917.64 Printing material 2,294.14 2,653.88 Other consumables 264.39 253.90 Total 27,776.78 24,967.44

26. Changes in inventories of finished goods and work-in-progress

Particulars Year ended 31 March, 2021

Year ended 31 March, 2020

Opening inventories Finished goods 717.58 872.91 Work-in-progress 881.84 807.11

(A) 1,599.42 1,680.02 Closing inventories Finished goods 1,317.40 717.58 Work-in-progress 818.72 881.84

(B) 2,136.12 1,599.42 Total (A-B) (536.70) 80.60

27. Employee benefits expense

Particulars Year ended 31 March, 2021

Year ended 31 March, 2020

Salaries, wages and bonus 2,853.78 2,707.66 Contribution to provident and other funds 113.72 116.71 Gratuity expense 74.79 71.32 Leave encashment expense 59.90 6.75 Staff welfare expenses 169.80 198.49 Share-based payments to employees 17.35 47.49 Total 3,289.34 3,148.42

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

238

28. Finance costs

Particulars Year ended 31 March, 2021

Year ended 31 March, 2020

Interest on borrowings 971.54 1,038.98 Interest on short-fall in payment of advance tax 19.77 - Other borrowing costs 3.12 0.83 Total 994.43 1,039.81

29. Depreciation and amortization expense

Particulars Year ended 31 March, 2021

Year ended 31 March, 2020

Depreciation on property, plant and equipment 2,167.55 1,941.86 Depreciation on investment property 0.13 0.13 Amortisation of intangible assets 17.86 11.57 Amortisation of right-of-use assets 3.53 3.53 Less: Capitalized (38.59) (35.50)Total 2,150.48 1,921.59

30. Other expenses

Particulars Year ended 31 March, 2021

Year ended 31 March, 2020

Power and fuel 1,673.05 1,600.77 Packing materials 654.30 704.36 Repairs and maintenance

Buildings 53.30 73.87 Plant and equipment 283.19 310.93 Moulds 133.56 180.16 Others 155.72 160.73

Insurance 92.13 50.21 Rates and taxes 185.56 148.62 Rent 126.31 189.55 Contract labour and job work charges 2,089.30 2,074.90 Travelling and conveyance 84.69 225.92 Communication expenses 45.06 51.15 Printing and stationery 25.71 28.99 Professional and consultancy charges 94.48 101.25 Freight outward 1,765.20 1,741.37 Advertisement expenses 2.35 2.45 Sales Promotion Expenses 42.02 76.15 Payments to auditors (refer note 30(a) below) 11.48 11.40 Net Loss on disposal of property, plant and equipment 21.51 12.52 Property, plant, equipment written off - 29.33

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

239

Particulars Year ended 31 March, 2021

Year ended 31 March, 2020

Directors' sitting fee 7.00 4.00 Provision for bad and doubtful debts (net of reversals) (0.57) 30.35 Bad debts written off 16.57 - Foreign exchange fluctuation loss (net) - 5.67Corporate social responsibility expenditure (refer note 30(b) below) 220.62 75.88 Provision for capital advances 58.00 - Intangible assets under development written off 21.24 - Bank charges 10.29 5.36 Miscellaneous expenses 41.50 49.38 Total 7,913.57 7,945.27

30(a) Payment to Auditors:

Particulars Year ended 31 March, 2021

Year ended 31 March, 2020

Statutory auditors -Statutory audit fee 8.50 8.50 -For other services (including fee for quarterly reviews) 2.50 2.50 -Certification charges 0.48 0.40 Total 11.48 11.40

Note: An amount of ₹4 lakhs paid to the auditors towards Rights issue certification charges is adjusted against securities premium.

30(b) Corporate social responsibility expenditure:

Particulars Year ended 31 March, 2021

Year ended 31 March, 2020

Amount required to be spent as per Section 135 of the Act 101.32 93.95 Amount spent during the year on : 1. Construction/ acquisition of any assets 25.00 27.29 2. On purposes other than (1) above 42.05 48.59

31. Reconciliation of tax expenses and the accounting profit multiplied by tax rate

Particulars Year ended 31 March, 2021

Year ended 31 March, 2020

Profit before income tax expense 6,512.76 5,194.35 Tax at the Indian tax rate of 25.168% 1,639.13 1,307.32 Effect of non-deductible expense 55.53 579.37 Effect of allowances for tax purpose (130.48) (669.95)Effect of deferred tax 50.80 (128.97)Tax expense 1,614.98 1,087.77

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

240

32. Contingent liabilitiesParticulars 31 March, 2021 31 March, 2020Income tax 95.55 105.83 VAT/CST* 1.53 9.09 Total 97.08 114.92

*Includes ₹85.27 lakhs (2020 - ₹41.58 lakhs) paid under protest by way of adjustment against refunds.

33. Commitments

Capital commitments

Capital expenditure contracted for, but not recognised as liabilities is as follows:

Particulars 31 March, 2021 31 March, 2020Property, Plant and Equipment 1,602.00 574.00 Total 1,602.00 574.00

34. Related party transactions

Names of related parties and nature of relationships:Names of the related parties Nature of relationship i) Key Management Personnel (KMP):

J. Lakshmana Rao Chairman & Managing DirectorA. Subramanyam Deputy Managing DirectorP. Venkateswara Rao Deputy Managing DirectorM. Srinivas Whole-time DirectorA. Seshu Kumari Chief Financial OfficerThakur Vishal Singh Company Secretary

ii) Non-whole-time DirectorsJ. Mytraeyi DirectorKotagiri Venkata Appa Rao DirectorT.Venkateswara Rao DirectorImmaneni Eswara Rao DirectorDhanraj Tirumala DirectorMadhuri Venkata Ramani Viswanadham DirectorB. Ramakrishna Director (till 29 August, 2020)Vasu Prakash Chitturi Director

iii) Relatives of key managerial personnel:J. Navya Mythri Assistant Finance ControllerJ. Rana Pratap Vice President of New Business DevelopmentS. Kavya Chief Manager of New Business DevelopmentA. Durga Sundeep Vice President of New Business DevelopmentJ. Sathya Sravya Management Trainee (w.ef 1st December, 2020)J.Sudha Rani Spouse of Chairman & Managing Director

P.S.N.Vamsi Prasad Son-in-law of Chairman & Managing Director

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

241

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

Names of the related parties Nature of relationship J.Bhujanga Rao Brother of Chairman & Managing DirectorN. Padmavathi Sister of Chairman & Managing DirectorA.Lakshmi Mythri Daughter of A. Subramanyam

Jandhyala V.S.N. Krishna Son-in-law of A. SubramanyamY.Manasa Daughter-in-law of A. SubramanyamP.Sai Lakshmi Spouse of P. Venkateswara RaoP.Appa Rao Brother of P. Venkateswara RaoM.Hyma Spouse of M. SrinivasM.Koteshwara Rao Brother of M. SrinivasK.Srinivasa Vengala Rao Son of Kotagiri Venkata Appa RaoT.Vimala Spouse of T.Venkateswara Rao

iv) Enterprises in which key managerial personnel and/or their relatives have control:Mold-Tek Technologies LimitedFriends Packaging IndustriesCapricorn IndustriesDynamic Metal Industries Pvt LtdSri Kanaka Durga Mini TransportJ.S. Sundaram & Co

242

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35. Earnings per share (EPS)

Particulars Year ended 31 March, 2021

Year ended 31 March, 2020

Profit after tax 4,795.62 3,743.75 Weighted average number of equity shares used in calculating Basic EPS 285.12 288.84 Weighted average number of equity shares used in calculating Diluted EPS 297.08 288.84 Face value per share (₹) 5.00 5.00 Basic Earnings per Share (BEPS) (₹) 16.82 12.96 Diluted Earnings per Share (DEPS) (₹) 16.14 12.96

36. Segment Informationa) The Group’s Chairman & Managing Director, Deputy Managing Directors and Chief Financial Officer examine

the Group’s performance from a product prospective and have identified one operating segment viz Packagingcontainers. Hence segment reporting is not given.

b) Information about products:Revenue from external customers - Sale of packaging containers ₹47,772.14 lakhs (P.Y ₹43,692.89 lakhs)The Group has made external sales to the following customers meeting the criteria of 10% or more of the Grouprevenue Customer 1 - ₹18,370.96 lakhs.

37. Share based payments (Ind AS 102)The Gropu has granted 7,04,000 options to its eligible employees in various ESOS Schemes, details are as under:

(A) Employee Stock Option Scheme:

Particulars

MTPL Employees

Stock Option Scheme

MTPL Employees Stock Option Scheme-2016

Number of options 4,04,000 95,100 54,900 94,150 55,850 Vesting plan - Category A Year I - 50%;

Year II - 25%; Year III - 25%

Year I - 25%; Year II - 30%;

Year III - 45%

Year I - 25%; Year II - 30%;

Year III - 45%

Year I - 25%; Year II - 30%;

Year III - 45%

Year I - 25%; Year II - 30%;

Year III - 45%

Vesting plan - Category B Year I - 25%; Year II - 35%; Year III - 40%

- - - -

Vesting plan - Category C Year I - 30%; Year II - 30%; Year III - 40%

- - - -

Vesting period 5 years from date of grant

3 years from date of grant

3 years from date of grant

3 years from date of grant

3 years from date of grant

Grant date 9 February, 2010

20 July 2018 20 July 2018 23 December 2020

23 December 2020

Exercise price (₹ per share) 13 208 234 245.75 259.4

Fair value on the date of grant of option (₹ per share)

31.48 259.85 259.85 273.05 273.05

Method of settlement Equity Equity Equity Equity Equity

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

246

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

(B) Movement of options granted along with Weighted Average Exercise Price (WAEP):

ParticularsAs at March 31, 2021 As at March 31, 2020

Number WAEP(₹) Number WAEP(₹)Outstanding at the beginning of the year 1,12,500 2,49,72,929 1,50,000 3,26,27,400 Granted during the year 1,50,000 3,76,24,853 - - Exercised during the year 40,500 87,60,180 34,975 75,77,500 Forfeited during the year - - 2,525 76,971 Outstanding at the end of the year 2,22,000 5,38,37,602 1,12,500 2,49,72,929 Options exercisable at the end of the year - - - - The weighted average share price at the date of exercise for options was ₹289.22 per share (31 March, 2020 ₹314.20 per share). For options outstanding at the end of the year, remaining contractual life is 4 months and 2 years 9 months respectively (31 March, 2020 : 1 Year 4 months).

(C) Details of the liabilities arising from the Share based payments are as follows:

Particulars As at 31 March, 2021

As at 31 March, 2020

Total carrying amount 32.37 32.08

38. Additional information, as required under schedule III to the Companies act, 2013, of enterprise consolidated assubsidiary:

Name of the Enterprise

Net assets i.e. Total assets minus Total li-

abilitiesShare in profit or loss Share in other compre-

hensive incomeShare in total compre-

hensive income

As % of consolidated

net assets`lakhs

As % of consolidated profit or loss

`lakhs

As % of consolidated other com-prehensive

income

`lakhs

As % of consolidated total compre-hensive in-

come

`lakhs

ParentMold-Tek Packaging Limited 99.95 25583.64 100.25 4807.49 110.89 109.52 100.46 4917.02

SubsidiaryForeignMold-Tek Packaging FZE 0.05 11.98 (0.25) (11.87) (10.89) (10.75) (0.46) (22.63)

247

39. Financial instruments and risk management

Fair values

a) The fair value of financial assets and liabilities is included at the amount at which the instrument could be exchangedin a current transaction between willing parties, other than in a forced or liquidation sale.

b) The fair value of trade receivables, trade payables and other current financial assets and liabilities is considered tobe equal to the carrying amounts of these items due to their short term nature. Where such items are non-currentin nature, the same has been classified as Level 3 and fair value determined using discounted cash flow basis.Similarly, unquoted equity instruments where most recent information to measure fair value is insufficient, or ifthere is a wide range of possible fair value measurements, cost has been considered as the best estimate of fair value.

Set out below, is a comparison by class of the carrying amounts and fair value of the Group’s financial instruments,other than those with carrying amounts that are reasonable approximation of fair values:

(i) Categories of financial instruments

Particulars Level31 March, 2021 31 March, 2020

Carrying amount Fair value* Carrying

amount Fair value*

Financial assets measured at fair value through other comprehensive incomeInvestments 1 864.86 864.86 733.60 733.60 Other financial assets 3 24.59 24.59 23.45 23.45 CurrentTrade receivables 3 9,013.05 9,013.05 5,890.59 5,890.59 Cash and cash equivalents 3 43.03 43.03 36.72 36.72 Other bank balances 3 85.71 85.71 77.81 77.81 Loans 3 32.11 32.11 28.85 28.85 Other financial assets 3 234.48 234.48 307.40 307.40 Total 9,432.97 9,432.97 6,364.82 6,364.82 Financial liabilitiesMeasured at amortised cost Non-currentBorrowings 3- Banks 1,640.81 1,640.81 2,468.60 2,468.60 - Sales tax deferment loan 68.31 59.78 96.69 79.53 CurrentBorrowings 3 8,225.18 8,225.18 8,146.00 8,146.00 Trade payables 3 3,223.33 3,223.33 1,804.95 1,804.95 Other financial liabilities 3 2,845.78 2,845.78 2,243.22 2,243.22 Total 16,003.41 15,994.88 14,759.46 14,742.30

*Fair value of instruments is classified in various fair value hierarchies based on the following three levels:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques, which maximise the use of observable market data and rely as little as possible on entity specific estimates. If significant inputs required to fair value an instruments are observable, the instrument is included in Level 2.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

248

Level 3: If one or more of the significant inputs are not based on observable market data, the instruments is included in level 3.

There has been no change in the valuation methodology for Level 3 inputs during the year. The Group has not classified any material financial instruments under Level 3 of the fair value hierarchy. There were no transfers between Level 1 and Level 2 during the year.

Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Group could have realized or paid in sale transactions as of respective dates. As such, the fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date. In respect of investments as at the transaction date, the Group has assessed the fair value to be the carrying value of the investments as these companies are in their initial years of operations obtaining necessary regulatory approvals to commence their business.

The fair value of trade receivables, trade payables and other current financial assets and liabilities is considered to be equal to the carrying amounts of these items due to their short-term nature. Where such items are non-current in nature, the same has been classified as Level 3 and fair value determined using discounted cash flow basis. Similarly, unquoted equity instruments where most recent information to measure fair value is insufficient, or if there is a wide range of possible fair value measurements, cost has been considered as the best estimate of fair value.

40. Financial risk management

The Group is exposed to market risk (fluctuation in foreign currency exchange rates, price and interest rate), liquidityrisk and credit risk, which may adversely impact the fair value of its financial instruments. The Group assesses theunpredictability of the financial environment and seeks to mitigate potential adverse effects on the financial performanceof the Group.

(A) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes inmarket prices. Market risk comprises of currency risk, interest rate risk and price risk. Financial instruments affected bymarket risk include loans and borrowings, trade receivables and trade payables involving foreign currency exposure.The sensitivity analyses in the following sections relate to the position as at 31 March, 2021 and 31 March, 2020.The analysis excludes the impact of movements in market variables on the carrying values of financial assets andliabilities.

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. Thisis based on the financial assets and financial liabilities held at 31 March, 2021 and 31 March, 2020.

(i) Foreign currency exchange rate risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate becauseof changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange ratesrelates primarily to the trade/ other payables, trade/other receivables and derivative assets/liabilities. The risksprimarily relate to fluctuations in US Dollar, AED against the functional currencies of the Group. The Group’sexposure to foreign currency changes for all other currencies is not material. The Group evaluates the impactof foreign exchange rate fluctuations by assessing its exposure to exchange rate risks.

The following tables demonstrate the sensitivity to a reasonably possible change in US dollars and AEDexchange rates, with all other variables held constant. The impact on the Group’s profit before tax is due tochanges in the fair value of monetary assets and liabilities.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

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(ii) Sensitivity

The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominatedfinancial instruments and from foreign forward exchange contracts:

Foreign currency exposure

ParticularsAs at 31 March, 2021 As at 31 March, 2020

AED USD AED USDLoans and advances 21,087 - 2,444,849 - Trade receivables 421,345 80,291 745,416 (7,443)Trade payables - 273,069 - 295,882Net exposure to foreign currency risk 442,432 (192,778) 3,190,265 (303,325)

ParticularsIncrease/(decrease) in profit before tax

Increase/(decrease) in other components of equity

31 March, 2021 31 March, 2020 31 March, 2021 31 March, 2020Change in AED1% increase 0.88 6.55 0.66 4.90 1% decrease (0.88) (6.55) (0.66) (4.90)Change in USD1% increase (1.41) (2.29) (1.06) (1.71)1% decrease 1.41 2.29 1.06 1.71

The movement in the pre-tax effect is a result of a change in the fair value of monetary assets and liabilities denominated in US dollars and AED, where the functional currency of the entity is a currency other than US dollars and AED.

(iii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate becauseof change in market interest rates. The Group’s exposure to the risk of changes in market interest rates relatesprimarily to the Group’s debt obligations with floating interest rates. As the Group has certain debt obligationswith floating interest rates, exposure to the risk of changes in market interest rates are dependent of changesin market interest rates. Management monitors the movement in interest rate and, wherever possible, reacts tomaterial movements in such rates by restructuring its financing arrangement.

As the Group has no significant interest bearing assets, the income and operating cash flows are substantiallyindependent of changes in market interest rates.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portionof loans and borrowings affected. With all other variables held constant, the Group’s profit before tax is affectedthrough the impact on floating rate borrowings, as follows:

ParticularsIncrease/(decrease) in

profit before taxIncrease/(decrease) in other

components of equity31 March, 2021 31 March, 2020 31 March, 2021 31 March, 2020

Change in interest rateincrease by 100 basis points (92.16) (109.62) (68.97) (82.03)decrease by 100 basis points 92.16 109.62 68.97 82.03

The assumed increase/decrease in interest rate for sensitivity analysis is based on the currently observable market environment.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

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(B) Credit Risk

Financial assets of the Group include trade receivables, loans to wholly owned subsidiary, employee advances,security deposits held with government authorities and bank deposits which represent Group’s maximum exposureto the credit risk.

With respect to credit exposure from customers, the Group has a procedure in place aiming to minimise collectionlosses. Credit control team assesses the credit quality of the customers, their financial position, past experience inpayments and other relevant factors. The Group’s exposure to credit risk is influenced mainly by the individualcharacteristics of each customer. However, management also considers the factors that may influence the creditrisk of its customer base, including default risk associate with the industry and country in which customers operate.Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits aredefined in accordance with this assessment. With respect to other financial assets viz., loans & advances, depositswith government and banks, the credit risk is insignificant since the loans & advances are given to its wholly ownedsubsidiary and employees only and deposits are held with government bodies and reputable banks. The creditquality of the financial assets is satisfactory, taking into account the allowance for credit losses.

Credit risk on trade receivables and other financial assets is evaluated as follows:

a) Expected credit loss for trade receivable under simplified approach:Particulars 31 March, 2021 31 March, 2020Gross carrying amount 9,060.15 5,971.25 Expected credit losses (Loss allowance provision) (47.10) (80.66)Carrying amount of trade receivables 9,013.05 5,890.59

b) Expected credit loss for financial assets where general model is appliedThe financial assets which are exposed to credit are loan to Wholly owned subsidiary Group and employeeadvances.Particulars 31 March, 2021 31 March, 2020

Asset group Estimated gross carrying amount

at default

Estimated gross carrying amount

at default Gross carrying amountLoans - - Employee advances 32.11 28.85

32.11 28.85 Expected credit losses - - Net carrying amountLoans - - Employee advances 32.11 28.85 Total 32.11 28.85

Reconciliation of loss allowance provisionParticulars 2020-21 2019-20loss allowance at the beginning of the year 80.66 75.75 Changes in loss allowance during the year (33.56) 4.91 Loss allowance at the end of the year 47.10 80.66

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

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(c) Significant estimates and judgements

Impairment of financial assets:

The impairment provisions for financial assets disclosed above are based on assumptions about risk of defaultand expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs tothe impairment calculation, based on the Group’s past history, existing market conditions as well as forwardlooking estimates at the end of each reporting period. .

(C) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and Group’s ability to meet obligations whendue and to close out market positions. The Group’s treasury maintains flexibility in funding by maintaining depositsin banks.

Management monitors cash and cash equivalents on the basis of expected cash flows.

(i) Financing arrangements:

The Group had access to the following undrawn borrowing facilities at the end of the reporting period

ParticularsAs at

31 March, 2021 31 March, 2020Expiring within one year (bank overdraft and other facilities) 288.71 359.12

(ii) Maturities of Financial liabilities

Contractual maturities of financial liabilities as at:

Particulars31 March, 2021 31 March, 2020

Less than 12 months

More than 12 months

Less than 12 months

More than 12 months

Borrowings 8,225.18 1,661.51 8,146.00 2,518.24 Trade payables 3,223.33 - 1,804.95 - Other financial liabilities 2,845.78 - 2,243.22 - Total 14,294.29 1,661.51 12,194.17 2,518.24

(iii) Management expects finance costs for the year ending 31 March, 2022 to be ₹988.88 lakhs (P.Y 1071.35lakhs).

41. Capital management

A. Capital management and Gearing Ratio

For the purpose of the Group’s capital management, capital includes issued equity capital, share premium and allother equity reserves attributable to the equity holders. The primary objective of the Group’s capital management isto maximise the shareholder value.

The Group manages its capital structure and makes adjustments in light of changes in economic conditions and therequirements of the financial covenants. The Group monitors capital using a gearing ratio, which is debt divided bytotal capital. The Group includes within debt, interest bearing loans and borrowings.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

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Particulars 31 March, 2021 31 March, 2020Borrowings Current 8,225.18 8,146.00 Non current 1,661.51 2,518.24 Current maturities of non- current borrowings 927.63 1,105.60 Sales tax deferment loan 8.53 17.16 Total Debt 10,822.85 11,787.00 EquityEquity share capital 1,395.52 1,386.30 Other equity 24,200.10 18,359.06 Total Equity 25,595.62 19,745.36 Gearing ratio in % (Debt/Equity) 42.28% 59.70%

In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings.

No changes were made in the objectives, policies or processes for managing capital during the year ended 31 March, 2021 and 31 March, 2020.

B. DividendsParticulars 31 March, 2021 31 March, 2020

Dividends recognisedFinal dividend for the year ended 31 March, 2019 of ₹2 per fully paid share - 553.82

Interim dividend for the year ended 31 March, 2019 of ₹2per fully paid share - 553.82

Interim dividend for the year ended 31 March, 2021 of ₹3 (31 March, 2020 of ₹5) per fully paid share 837.16 -

Dividend distribution tax on the above - 512.64Dividends not recognisedFor the year ended the directors have recommended the payment of final dividend of ₹4 per fully paid up equity share. This proposed dividend is subject to the approval of share holders in the ensuing annual general meeting.

1,116.42 -

42. Impact of Covid-19:

The Group has considered the possible effects that may result from the pandemic relating to Covid-19 in the preparationof these financial statements including the recoverability of carrying amounts of financial and non-financial assets. Indeveloping the assumptions relating to the possible future uncertainties in the global economic conditions because ofthis pandemic, the Group has, at the date of approval of these financial statements, used internal and external sourcesof information including credit reports and related information and economic forecasts and expects that the carryingamount of these assets will be recovered. The impact of Covid-19 on the Group’s financial statements may differ fromthat estimated as at the date of approval of these financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

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43. Code on Social Security:

The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by theholding Company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draftrules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders whichare under active consideration by the Ministry. The holding Company will assess the impact and its evaluation once thesubject rules are notified and will give appropriate impact in its financial statements in the period in which, the Codebecomes effective and the related rules to determine the financial impact are published.

44. Previous year figures have been regrouped/rearranged wherever necessary.

The accompanying notes are an integral part of the financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

As per our report of even date For and on behalf of BoardFor M.Anandam & Co.,Chartered Accountants(Firm Registration Number: 000125S) J. Lakshmana Rao A. Subramanyam

Chairman & Managing Director Deputy Managing DirectorDIN: 00649702 DIN: 00654046

B V Suresh KumarPartnerMembership No. 212187

A. Seshu Kumari Thakur Vishal SinghPlace : Hyderabad Chief Financial Officer Company SecretaryDate : 26 May, 2021 M.No.A41956

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INDEPENDENT AUDITORS’ REPORTTo the Members of Mold-Tek Packaging Limited Report on the Audit of the Consolidated Financial StatementsOpinion We have audited the consolidated financial statements of Mold-Tek Packaging Limited (hereinafter referred to as “the Holding Company”) and its wholly owned subsidiary Mold-Tek Packaging FZE, UAE, (the Holding Company and its wholly owned subsidiary together referred to as ‘the Group’) which comprise the Consolidated Balance Sheet as at 31 March, 2020, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), and the Consolidated Statement of Changes in Equity, and the Consolidated Statement of Cash flows for the year then ended, and notes to the financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“the Act”), in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March, 2020, of its consolidated profit (including other comprehensive income), consolidated changes in equity and its consolidated cash flows for the year ended on that date. Basis for Opinion We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in India in terms of the Code of Ethics issued by ICAI and the relevant provisions of the Companies Act, 2013, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their report referred to in sub-paragraphs (a) and (b) of other matters section below, is sufficient and appropriate to provide a basis for our opinion.Key Audit MattersKey audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No. Key Audit Matter Auditor’s Response

1 Revenue Recognition

Revenue from the sale of goods (hereinafter referred to as “Revenue”) is recognised when the Group performs its obligation to its customers and the amount of revenue can be measured reliably and recovery of the consideration is probable. The timing of such recognition is when the control over goods is transferred to the customers, which is mainly upon delivery.

The timing of revenue recognition is relevant to the reported performance of the Group. The management considers revenue as a key measure for evaluation of performance. There is a risk of revenue being recorded before the control over goods is transferred.

Refer Note 2 to the consolidated financial statements – Significant Accounting Policies.

Principal Audit Procedures

Our audit approach was a combination of tests of internal controls and substantive procedures including:

• Assessing the appropriateness of Group’s revenuerecognition in line with Ind AS 115 – Revenue fromContracts with Customers.

• Evaluating the design and implementation of Group’scontrols in respect of revenue recognition.

• Testing the effectiveness of such controls over revenuecut off the year end.

Testing the supporting documentation for sales transactions recorded during the period closer to the year-end and subsequent to the year-end, including examination of credit notes issued after the year end to determine whether revenue was recognised in the correct period.

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Other InformationThe Holding Company’s Board of Directors is responsible for the other information. The other information included in the annual report does not include the consolidated financial statements, standalone financial statements and our auditor’s report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the other information included in the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.Emphasis of MatterThe management of the Holding Company has closed down the operations of the wholly owned subsidiary, Mold-Tek Packaging FZE, UAE pending winding up formalities. The entire machinery was withdrawn from the subsidiary and installed in Indian facilities of the Company. The Company has made an additional provision of `286.10 lakhs towards loan given (Refer Note 30 of the standalone financial statements). Our opinion is not modified in respect of this matter.Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements The Holding Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance, consolidated changes in equity and consolidated cash flows of the Group in accordance with the Ind AS and other accounting principles generally accepted in India. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.In preparing the consolidated financial statements, the respective management and Boards of Directors of the companies included in the Group are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Boards of Directors either intend to liquidate their respective entity or to cease operations, or has no realistic alternative but to do so. The respective Board of Directors of the companies included in the Group are also responsible for overseeing the Group’s financial reporting process. Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,

design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriateto provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher thanfor one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or theoverride of internal control.

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• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriatein the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing ouropinion on whether the Holding Company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubton the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are requiredto draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if suchdisclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a goingconcern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,and whether the consolidated financial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities withinthe Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervisionand performance of the audit of the financial statements of such entities included in the consolidated financial statementsof which we are the independent auditors. For the other entities included in the consolidated financial statements, whichhave been audited by other auditors, such other auditors remain responsible for the direction, supervision and performanceof the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other matters

a) We did not audit the financial statements in respect of the wholly owned subsidiary whose financial statements reflectTotal assets of `119.99 lakhs as at 31 March, 2020, Total revenue of `225.55 lakhs and net cash (outflows)/inflowsamounting to `12.89 lakhs for the year ended on that date as considered in the consolidated financial statements, whichhave been audited by other independent auditor up to the period ended 31 December, 2019 and are unaudited for theperiod from 1 January, 2020 to 31 March, 2020. These financial statements have been audited for the period ended 31December, 2019 since the wholly owned subsidiary follows a different accounting period from that of the HoldingCompany. Unaudited financial statements for the period from 1 January, 2020 to 31 March, 2020 have been furnished tous by the management and our opinion on the consolidated financial statements, in so far it relates to the amounts anddisclosures included in respect of the wholly owned subsidiary and our report in terms of sub-section (3) of Section 143of the Act in so far as it relates to the aforesaid wholly owned subsidiary is based solely on the report of the other auditor/unaudited financial statements/financial information as the case may be. In our opinion and according to the informationand explanations given to us by the management, these unaudited financial statements/financial information are notmaterial to the Group.

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b) The financial statements of the wholly owned subsidiary, located outside India, have been prepared in accordance withaccounting principles generally accepted in its country and which has been audited by other auditor under generallyaccepted auditing standards applicable in its country. The Management has converted the financial statements fromaccounting principles generally accepted in that country to accounting principles generally accepted in India. We haveaudited these conversion adjustments made by the Management. Our opinion in so far as it relates to the balancesand affairs of such subsidiary is based on the report of other auditor and the conversion adjustments prepared by theManagement and audited by us. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements As required by Section 143(3) of the Act, based on our audit and on the consideration of the report of the other auditors on separate financial statements of subsidiary, as referred to in ‘Other Matters’ paragraph, we report, to the extent applicable, that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purposes of our audit of the aforesaid consolidated financial statements.b) In our opinion, proper books of account as required by law relating to the preparation of the aforesaid consolidated

financial statements have been kept so far as it appears from our examination of those books and returns and reports ofthe other auditors.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other ComprehensiveIncome), Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with bythis Report are in agreement with the relevant books of account maintained for the purpose of the preparation of theconsolidated financial statements.

d) In our opinion, the aforesaid consolidated financial statements comply with the Indian Accounting Standards prescribedunder Section 133 of the Act.

e) On the basis of the written representations received from the directors of the Holding Company as on 31 March, 2020taken on record by the Board of Directors of the Holding Company, none of the directors is disqualified as on 31 March,2020 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Holding Company and theoperating effectiveness of such controls, refer to our separate Report in “Annexure A”.

g) In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid bythe Holding Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanationsgiven to us:i. The Group has disclosed the impact of pending litigations on its financial position in its consolidated financial

statements (Refer Note 31 of the consolidated financial statements);ii. The Group did not have any long-term contracts including derivative contracts for which there were any material

foreseeable losses;iii. There has been no delay in transferring amounts, which were required to be transferred to the Investor Education

and Protection Fund by the Holding Company.For M. Anandam & Co.,

Chartered Accountants (Firm’s Registration No. 000125S)

B.V.Suresh KumarPartner

Place: Hyderabad Membership No. 212187Date: 6th June, 2020 UDIN: 20212187AAAABX9797

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Annexure - A to the Independent Auditors’ Report (Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Mo ld-Tek Packaging Limited (“the Holding Company”) as of 31 March, 2020 in conjunction with our audit of the consolidated financial statements of the Holding Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Holding Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Holding Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Holding Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Holding Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March, 2020, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For M. Anandam & Co., Chartered Accountants

(Firm’s Registration No. 000125S)

B.V. Suresh KumarPartner

Place: Hyderabad Membership No. 212187Date: 6th June, 2020 UDIN: 20212187AAAABX9797

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CONSOLIDATED BALANCE SHEET AS AT 31 MARCH, 2020All amounts in ` lakhs, unless otherwise stated

Particulars Note As at 31 March, 2020

As at 31 March, 2019

I. ASSETSNon-current assets(a) Property, plant and equipment 4.1 19836.33 18745.53 (b) Capital work-in-progress 4.2 1153.26 1604.25 (c) Investment property 4.3 5.23 5.36 (d) Intangible assets 4.4 64.12 30.87 (e) Intangible assets under development 4.5 21.24 19.17 (f) Right-of-use assets 4.6 338.36 341.89 (g) Financial assets

(i) Investments 5.1 733.60 971.78 (ii) Other financial assets 5.2 23.45 22.09

(h) Other non-current assets 6 1325.43 647.91 Current assets(a) Inventories 7 4999.57 4593.67 (b) Financial assets

(i) Trade receivables 8.1 5890.59 7036.99 (ii) Cash and cash equivalents 8.2 36.72 17.82 (iii) Bank balances other than (ii) above 8.3 77.81 76.70 (iv) Loans 8.4 21.61 33.64 (v) Other financial assets 8.5 307.41 251.98

(c) Current tax assets (net) 9 131.92 136.01 (d) Other current assets 10 1363.53 995.51 TOTAL ASSETS 36330.18 35531.17

II. EQUITY AND LIABILITIESEquity(a) Equity share capital 11 1386.30 1384.55 (b) Other equity 12 18359.06 17781.98 LiabilitiesNon-current liabilities(a) Financial liabilities

Borrowings 13 2518.24 1894.68 (b) Provisions 14 261.74 203.28 (c) Deferred tax liabilities (net) 15 1161.37 1306.05 (d) Other non-current liabilities 16 8.53 17.16 Current Liabilities(a) Financial liabilities

(i) Borrowings 17.1 8146.00 8397.84 (ii) Trade payables 17.2

A. Dues to micro and small enterprises 10.57 27.18 B. Dues to creditors other than micro and small enterprises 1794.38 1793.29

(iii) Other financial liabilities 17.3 2243.22 2318.27 (b) Other current liabilities 18 390.52 250.42 (c) Provisions 19 50.25 156.47 TOTAL EQUITY AND LIABILITIES 36330.18 35531.17

Summary of significant accounting policies 2The accompanying notes form an integral part of the financial statements.

For and on behalf of Board

J. Lakshmana Rao A. SubramanyamChairman & Managing Director Deputy Managing Director

DIN: 00649702 DIN: 00654046

A. Seshu Kumari Thakur Vishal SinghChief Financial Officer Company Secretary

M.No.A41956

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As per our report of even dateFor M.Anandam & Co., Chartered AccountantsFirm Registration Number: 000125S

Sd/-B V Suresh KumarPartnerMembership No. 212187

Place : HyderabadDate : 6th June, 2020

261

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH, 2020All amounts in ` lakhs, unless otherwise stated

Particulars Note Year ended 31 March, 2020

Year ended 31 March, 2019

I. IncomeRevenue from operations 22 43820.22 40571.88 Other income 23 115.93 112.79

II. Total income 43936.15 40684.67 III. Expenses

Cost of materials consumed 24 25671.80 24621.50 Changes in inventories of finished goods and work-in-progress 25 80.59 (128.57)Employee benefits expense 26 4999.83 4327.18 Finance costs 27 1039.81 756.89 Depreciation and amortization expense 28 1921.60 1610.50 Other expenses 29 5389.50 4719.38 Total expenses 39103.13 35906.88

IV. Profit before tax (II - III) 4833.02 4777.79 V. Tax expense:

(1) Current tax 1216.74 1356.02 (2) Previous years tax expense 1.50 (52.88)(3) Deferred tax (128.97) 282.84

VI. Profit for the period (IV-V) 3743.75 3191.81 VII. Other comprehensive income

a) Items that will not be reclassified to Profit or Lossi) Remeasurement of defined benefit plans (62.42) (45.86)ii) Fair value changes in equity instruments (238.18) (59.28)iii) Income tax relating to items (i &ii) above 15.71 16.03

b) Items that will be reclassified to profit or lossi) Exchange differences in translating the financial

statements of a foreign operation 3.29 19.80

Other comprehensive income (net of tax) (281.60) (69.31)VIII. Total comprehensive income for the year 3462.15 3122.50

Profit for the yearAttributable to:Owners of the parent 3743.75 3191.81 Non-controlling interests - - Total comprehensive income for the yearAttributable to:Owners of the parent 3462.15 3122.50 Non-controlling interests - -

IX. Earnings per equity share (Face Value ₹5 each)(1) Basic 34 13.51 11.53 (2) Diluted 13.51 11.53

Summary of significant accounting policies 2The accompanying notes form an integral part of the financial statements.

As per our report of even date For and on behalf of BoardFor M.Anandam & Co.,Chartered AccountantsFirm Registration Number: 000125S J. Lakshmana Rao A. Subramanyam

Chairman & Managing Director Deputy Managing DirectorDIN: 00649702 DIN: 00654046

B V Suresh KumarPartnerMembership No. 212187

A. Seshu Kumari Thakur Vishal SinghPlace : Hyderabad Chief Financial Officer Company SecretaryDate : 6th June, 2020 M.No.A41956

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CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH, 2020 All amounts in ` lakhs, unless otherwise stated

Particulars 31 March, 2020 31 March, 2019 Cash flow from operating activitiesProfit before tax 4833.02 4777.79 Adjustments for:

Depreciation and amortisation expense 1958.28 1650.95 Loss on disposal of property, plant and equipment (net) 12.52 1.89 Provision for bad and doubtful debts (net of reversals) 30.35 34.57 Fair value adjustments & translation differences 5.30 56.10 Finance costs 1039.81 756.89 Dividend income (61.40) (14.82)Fair value changes on equity instruments (238.18) (59.28)Remeasurement of defined employee benefit plans (62.42) (45.86)

Change in Operating assets and liabilities(Increase)/Decrease in Trade receivables 1116.05 1376.37 (Increase)/Decrease in financial assets other than trade receivables (45.87) (20.60)(Increase)/Decrease in other assets (1006.63) (169.15)(Increase)/Decrease in Inventories (405.90) 638.75 Increase/(Decrease) in trade payables (15.52) 37.34 Increase/(Decrease) in other financial liabilities (245.05) 531.48 Increase/(Decrease) in provisions (47.76) 129.98 Increase/(Decrease) in other liabilities 181.33 67.21

Cash generated from operations 7047.93 9749.61 Income taxes paid (1253.05) (1401.48)

Net cash inflow/(outflow) from operating activities 5794.88 8348.13 Cash flows from investing activities

Purchase of property, plant & equipment and intangible assets (4100.08) (8288.68)Payment for acquiring right-of-use assets - (349.02)(Increase)/decrease in capital work-in-progress and intangible assets under development 448.92 (133.47)Dividend income 61.40 14.82 Fair value changes in investments 238.18 59.28 Proceeds from sale of property, plant & equipment 1008.88 1138.76

Net cash inflow/(outflow) from investing activities (2342.70) (7558.31)Cash flow from financing activitiesProceeds from non-current borrowings (Refer note 20) 2080.93 2123.00

Repayment of non-current borrowings (Refer note 20) (1306.87) (583.66)Proceeds/(repayment) from current borrowings (Refer note 20) (251.84) (237.76)Dividend paid including corporate dividend tax (3006.58) (1335.33)Increase in securities premium 89.14 - Proceeds from issue of shares 1.75 - Finance costs (1039.81) (756.89)

Net cash inflow/(outflow) from financing activities (3433.28) (790.64)Net increase/(decrease) in cash and cash equivalents 18.90 (0.82)Cash and cash equivalents at the beginning of the year 17.82 18.64 Cash and cash equivalents at the end of the year 36.72 17.82 The Statement of Cash flows has been prepared under the indirect method as set out in Ind AS - 7 specified under Section 133 of the Companies Act, 2013.The accompanying notes form an integral part of the financial statements.

As per our report of even date For and on behalf of BoardFor M.Anandam & Co.,Chartered AccountantsFirm Registration Number: 000125S J. Lakshmana Rao A. Subramanyam

Chairman & Managing Director Deputy Managing DirectorDIN: 00649702 DIN: 00654046

B V Suresh KumarPartnerMembership No. 212187

A. Seshu Kumari Thakur Vishal SinghPlace : Hyderabad Chief Financial Officer Company SecretaryDate : 6th June, 2020 M.No.A41956

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 Group information:

Mold-Tek Packaging Limited (‘the Parent’) is a public limited group incorporated in India having its registered office at Hyderabad, Telangana, India. The Group is involved in the manufacturing of injection-molded containers. Mold-Tek Packaging FZE is the wholly owned subsidiary incorporated in UAE (together referred to as Group).

2 Significant accounting policies:

This note provides a list of the significant accounting policies adopted in the preparation of the financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.

a) Statement of compliance:

The financial statements are prepared inaccordance with Indian Accounting Standards(Ind AS) notified under the Companies (IndianAccounting Standards) Rules, 2015 as amendedby the Companies (Indian Accounting Standards)Amendment Rules, 2016 and Companies (IndianAccounting Standards) Amendment Rules, 2017,the relevant provisions of the Companies Act,2013 (‘the Act’) and guidelines issued by theSecurities and Exchange Board of India (SEBI),as applicable.

New and amended standards adopted by thegroup

The group has applied the following standardsand amendments for the first time for their annualreporting period commencing 1 April, 2019:

● Ind AS 116, Leases

● Uncertainty over Income Tax Treatments -Appendix C to Ind AS 12, Income Taxes

● Amendment to Ind AS 12, Income Taxes

● Plan Amendment, Curtailment or Settlement- Amendments to Ind AS 19, EmployeeBenefits

The amendments listed above did not have any material impact on the amounts recognised in prior periods and to the current period.

b) Basis of preparation:

The Consolidated Financial Statements (CFS)include the financial statements of the group andits wholly owned subsidiary.

The assets, liabilities, income and expenses of the wholly owned subsidiary is aggregated and consolidated line by line. Profit or loss and each component of other comprehensive income are attributed to the owners. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. The financial statements have been prepared under the historical cost convention with the exception of certain assets and liabilities that are required to be carried at fair values as per Ind AS. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

c) Revenue recognition:

i) Revenue from contract with customers

Revenue is recognised when the performanceobligations have been satisfied, which is oncecontrol of the goods is transferred from theGroup to the customer.

Revenue related to the sale of goods isrecognised when the product is delivered tothe destination specified by the customer,and the customer has gained control throughtheir ability to direct the use of and obtainsubstantially all the benefits from the asset.

Revenue is measured based on considerationspecified in the contract with a customerwhich is measured at the fair value of theconsideration received or receivable, netof returns and allowances, trade discountsand volume rebates and excludes amountscollected on behalf of third parties.

ii) Other income

Dividend income is recognised when the rightto receive the income is established.

Interest income is recognized on timeproportion basis taking into account theamount outstanding and the rate applicable.

Rental income from investment properties isrecognised on a straight line basis over theterm of the relevant leases.

Export benefit under the duty free creditentitlements is recognized in the statementof profit and loss, when right to receive such

265

entitlement is established as per terms of the relevant scheme in respect of exports made and where there is no significant uncertainty regarding compliance with the terms and conditions of such scheme.

Sales tax incentives are recognized in the statement of profit and loss, when right to receive such entitlement is established as per terms of the relevant scheme and where there is no significant uncertainty regarding compliance with the terms and conditions of such scheme.

d) Borrowing costs:

Borrowing costs directly attributable to theacquisition, construction or production ofqualifying assets, which are assets that necessarilytake a substantial period of time to get ready fortheir intended use or sale, are added to the costof those assets, until such time as the assets aresubstantially ready for the intended use or sale.Investment income earned on the temporaryinvestment of specific borrowings pending theirexpenditure on qualifying assets is deducted fromthe borrowing cost eligible for capitalization.Other borrowings costs are expensed in the periodin which they are incurred.

e) Employee benefits:

(i) Short-term obligations

Liabilities for wages and salaries, includingnon-monetary benefits that are expected tobe settled wholly within 12 months after theend of the period in which the employeesrender the related service are recognized inrespect of employees’ services up to the endof the reporting period and are measuredat the amounts expected to be paid whenthe liabilities are settled. The liabilitiesare presented as current employee benefitobligations in the balance sheet.

(ii) Other long-term employee benefit obligations

The liabilities for earned leave is notexpected to be settled wholly within 12months after the end of the period in whichthe employees render the related service.They are therefore measured at the presentvalue of expected future payments to bemade in respect of services provided byemployees up to the end of the reporting

period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligations. Remeasurements as a result of the experience adjustments and changes in actuarial assumptions are recognized in profit or loss. The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

(iii) Gratuity obligations

The liability or assets recognized in thebalance sheet in respect of gratuity plans is thepresent value of the defined benefit obligationat the end of the reporting period less thefair value of plan assets. The defined benefitobligation is calculated annually by actuariesusing the projected unit credit method.

The present value of the defined benefitobligation is determined by discountingthe estimated future cash outflows byreference to market yields at the endof the reporting period on governmentbonds that have terms approximatingto the terms of the related obligation.The net interest cost is calculated by applyingthe discount rate to the net balance of thedefined benefit obligation and the fair value ofplan assets. This cost is included in employeebenefit expense in the statement of profit andloss.

Remeasurement gains and losses arisingfrom experience adjustments and changes inactuarial assumptions are recognized in theperiod in which they occur, directly in othercomprehensive income. They are included inretained earnings in the statement of changesin equity and in the balance sheet.

Changes in the present value of the definedbenefit obligation resulting from planamendments or curtailments are recognizedimmediately in profit or loss. The gratuityliability is covered through a recognizedGratuity Fund managed by Life InsuranceCorporation of India and the contributionsmade under the scheme are charged to

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

266

Statement of Profit and Loss.

(iv) Defined contribution plans

The Group pays provident fund contributionsto publicly administered funds as per localregulations wherever applicable. TheGroup has no further payment obligationsonce the contributions have been paid. Thecontributions are accounted for as definedcontribution plans and the contributions arerecognized as employee benefit expensewhen they are due.

(v) Bonus plans

The Group recognizes a liability and anexpense for bonuses wherever applicable.The Group recognizes a provision wherecontractually obliged or where there is apast practice that has created a constructiveobligation.

f) Income taxes

Tax expense for the year comprises current anddeferred tax.

Current Tax is the amount of tax payable on thetaxable income for the year as determined inaccordance with the applicable tax rates and theprovisions of the Income-tax Act, 1961 and otherapplicable tax laws that have been enacted orsubstantively enacted by the end of the reportingperiod.

Deferred tax is recognised on temporarydifferences between the carrying amounts of assetsand liabilities in the financial statements and thecorresponding tax bases used in the computation oftaxable profit. Deferred tax liabilities are generallyrecognised for all taxable temporary differences.Deferred tax assets are generally recognised for alldeductible temporary differences to the extent thatit is probable that taxable profits will be availableagainst which those deductible temporarydifferences can be utilised. Such deferred tax assetsand liabilities are not recognised if the temporarydifferences arise from the initial recognition(other than in a business combination) of assetsand liabilities in a transaction that affects neitherthe taxable profit nor the accounting profit. Inaddition, deferred tax liabilities are not recognisedif the temporary difference arises from the initialrecognition of goodwill.

The carrying amount of deferred tax assets is

reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Tax relating to items recognized directly in equity or other comprehensive income is recognised in equity or other comprehensive income and not in the Statement of Profit and Loss.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they are related to income taxes levied by the same tax authority, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

g) Property, Plant and Equipment (PPE):

PPE are carried at cost less accumulateddepreciation and impairment losses, if any. Thecost of PPE comprises of purchase price, applicableduties and taxes net of input tax credit, any directlyattributable expenditure on making the asset readyfor its intended use, other incidental expenses andinterest on borrowings attributable to acquisitionof qualifying fixed assets, upto the date the asset isready for its intended use.

All other repair and maintenance costs, includingregular servicing, are recognised in the statementof profit and loss as incurred. When a replacementoccurs, the carrying value of the replaced part isde-recognised. Where an item of PPE comprisesmajor components having different useful lives,these components are accounted for as separateitems.

Leasehold improvements are stated at costincluding taxes, freight and other incidentalexpenses incurred, net of input tax credits availed.The depreciation is provided over the life estimatedby the management.

Self constructed assets (Moulds): The Grouptransfers all the directly attributable expenditureincurred towards construction of moulds includingdepreciation on actual cost basis.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

267

PPE retired from active use and held for sale are stated at the lower of their net book value and net realizable value and are disclosed separately.

An item of PPE is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

h) Expenditure during construction period andintangible assets under development:

Expenditure during construction period (includingfinance cost related to borrowed funds forconstruction or acquisition of qualifying PPE) isincluded under Capital Work-in-Progress and thesame is allocated to the respective PPE on thecompletion of their construction.

Intangible Assets under developement includes theexpenditure incurred for acquistion of intangibleassets.

i) Depreciation:

Depreciation is the systematic allocation of thedepreciable amount of PPE over its useful life andis provided on the straight line method over theuseful lives as prescribed in Schedule II to the Act.

j) Intangible assets and amortization:

Intangible assets acquired separately are measuredon initial recognition cost and are amortized onstraight line method based on the estimated usefullives.

The amortization period and amortization methodare reviewed at each financial year end.

Computer Software is amortized over a period offive years.

k) Investment property:

Investment property is property held to earnrentals and/or for capital appreciation (includingproperty under construction for such purposes).Investment property is measured initially at cost,including transaction costs. Subsequent to initialrecognition, investment properties are measured atcost model which is in accordance with Ind AS 40.

An investment property is derecognised upon

disposal or when the investment property is permanently withdrawn from use and no further economic benefits expected from disposal. Any gain or loss arising on derecognition of the property is included in profit or loss in the period in which the property is derecognised.

Depreciation on building is provided over it’s useful life of 30 years using the Straight Line Method.

l) Impairment of assets:

Intangible assets and Property, plant andequipment: Intangible assets and property, plantand equipment are evaluated for recoverabilitywhenever events or changes in circumstancesindicate that their carrying amounts may notbe recoverable. For the purpose of impairmenttesting, the recoverable amount (i.e. the higher ofthe fair value less cost to sell and the value-in-use)is determined on an individual asset basis unlessthe asset does not generate cash flows that arelargely independent of those from other assets. Insuch cases, the recoverable amount is determinedfor the Cash Generating Unit (CGU) to which theasset belongs.

If such assets are considered to be impaired, theimpairment to be recognized in the statementof profit and loss is measured by the amount bywhich the carrying value of the assets exceeds theestimated recoverable amount of the asset. Animpairment loss is reversed in the statement of profitand loss if there has been a change in the estimatesused to determine the recoverable amount. Thecarrying amount of the asset is increased to itsrevised recoverable amount, provided that thisamount does not exceed the carrying amountthat would have been determined (net of anyaccumulated amortization or depreciation) had noimpairment loss been recognized for the asset inprior years.

m) Inventories:

Inventories includes Raw materials, Work-in-progress, Finished goods, Stores & Spares,Packing materials and other consumables. Theseare valued at lower of cost and net realizable value(NRV). However, raw materials are considered tobe realizable at cost, if the finished products, inwhich they will be used, are expected to be soldat or above cost. Further, cost is determined onweighted average basis.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

268

Materials in transit

Valuation of Inventories of Materials in Transit is done at Cost.

Work-in-Progress (WIP) and Finished goods

Valued at lower of cost and NRV. Cost of Finished Goods and WIP includes cost of raw materials, cost of conversion and other costs incurred in bringing the inventories to their present location and condition. Cost of inventories is computed on weighted average basis.

n) Provisions, Contingent liabilities andContingent assets :

The Group recognises provisions when there ispresent obligation as a result of past event and it isprobable that there will be an outflow of resourcesand reliable estimate can be made of the amountof the obligation. If the effect of the time value ofmoney is material, provisions are determined bydiscounting the expected future cash flows to netpresent value using an appropriate pre-tax discountrate that reflects current market assessments ofthe time value of money and, where appropriate,the risks specific to the liability. Unwinding ofthe discount is recognised in the Statement ofProfit and Loss as a finance cost. Provisions arereviewed at each reporting date and are adjusted tothe reflect the current best estimate.

A present obligation that arises from past eventswhere it is either not probable that an outflow ofresources will be required to settle or a reliableestimate of the amount cannot be made, is disclosedas a contingent liability. Contingent Liabilities arealso disclosed when there is a possible obligationarising from past events, the existence of whichwill be confirmed only by the occurrence or non-occurrence of one or more uncertain future eventsnot wholly within the control of the Group.

Contingent assets are not recognized in financialstatements since this may result in the recognitionof income that may never be realised.

o) Financial instruments:

Financial assets and financial liabilities arerecognised when the Group becomes a party to thecontractual provisions of the instrument.

Financial assets and financial liabilities areinitially measured at fair value. Transaction coststhat are directly attributable to the acquisition or

issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial assets

(i) Financial assets carried at amortised cost

A financial asset is subsequently measured atamortised cost if it is held within a businessmodel whose objective is to hold the asset inorder to collect contractual cash flows and thecontractual terms of the financial asset giverise on specified dates to cash flows that aresolely payments of principal and interest onthe principal amount outstanding.

(ii) Financial assets at fair value through othercomprehensive income

A financial asset is subsequently measuredat fair value through other comprehensiveincome if it is held within a businessmodel whose objective is achieved by bothcollecting contractual cash flows and sellingfinancial assets and the contractual terms ofthe financial asset give rise on specified datesto cash flows that are solely payments ofprincipal and interest on the principal amountoutstanding. Further, in case where the Grouphas made an irrevocable selection basedon its business model, for its investmentswhich are classified as equity instruments,the subsequent changes in fair value arerecognized in other comprehensive income.

(iii) Financial assets at fair value through profitor loss

A financial asset which is not classified in anyof the above categories are subsequently fairvalued through profit or loss.

(iv) The Group recognizes loss allowances usingthe expected credit loss (ECL) model for thefinancial assets which are not fair valuedthrough profit or loss. Loss allowance fortrade receivables with no significant financingcomponent is measured at an amount equal tolifetime ECL. For all other financial assets,

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

269

expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognised is recognized as an impairment gain or loss in statement of profit or loss.

Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, using the effective interest rate method where the time value of money is significant.

Interest bearing bank loans, overdrafts and unsecured loans are initially measured at fair value and are subsequently measured at amortised cost using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in the statement of profit and loss.

Derecognition of financial instruments

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial

liability (or a part of a financial liability) is derecognized from the Group’s balance sheet when the obligation specified in the contract is discharged or cancelled or expires.

Fair value of financial instruments

In determining the fair value of its financial instruments, the Group uses a variety of methods and assumptions that are based on market conditions and risks existing at each reporting date. The methods used to determine fair value include discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result in general approximation of value, and such value may or may not be realized.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Group or the counterparty.

p) Earnings per share :

The basic earnings per share is computed bydividing the profit/(loss) for the year attributableto the equity shareholders by the weighted averagenumber of equity shares outstanding during theyear. For the purpose of calculating diluted earningsper share, profit/(loss) for the year attributable tothe equity shareholders and the weighted averagenumber of the equity shares outstanding duringthe year are adjusted for the effects of all dilutivepotential equity shares.

q) Cash and cash equivalents

Cash and cash equivalents include cash on handand demand deposits with banks. Cash equivalentsare short-term balances (with an original maturityof three months or less), highly liquid investmentsthat are readily convertible into known amounts ofcash and which are subject to insignificant risk ofchanges in value.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

270

r) Transactions in foreign currencies

The presentation currency of the Group is IndianRupee.

Transactions in foreign currencies are recordedat the exchange rates prevailing on the date oftransaction.

Foreign currency monetary assets and liabilitiessuch as cash, receivables, payables, etc., aretranslated at year end exchange rates.

Exchange differences arising on settlement oftransactions and translation of monetary items arerecognised as income or expense in the year inwhich they arise.

s) Segment reporting

An operating segment is a component of the Groupthat engages in business activities from which itmay earn revenues and incur expenses, whoseoperating results are regularly reviewed by theGroup’s chief operating decision maker to makedecisions for which discrete financial informationis available. Based on the management approach asdefined in Ind AS 108, the chief operating decisionmaker evaluates the Group’s performance andallocates resources based on an analysis of variousperformance indicators by business segments andgeographic segments.

t) Government grants

Grants from the government are recognised atfair value where there is a reasonable assurancethat the grant will be received and the Group willcomply with all attached conditions.

Government grants relating to income are deferredand recognised in the profit or loss over the periodnecessary to match them with the costs they areintended to compensate and presented withinother income. Government grants relating to thepurchase of property, plant and equipment areincluded in non-current liabilities as deferredincome and are credited to profit and loss on astraight line basis over the expected lives of therelated assets and presented within other income.

The benefit of a government loan at below currentmarket rate of interest is treated as a governmentgrant.

u) Leases

As a lessee:

The Group assesses whether a contract contains alease, at inception of a contract. A contract is, orcontains, a lease if the contract conveys the rightto control the use of an identified asset for a periodof time in exchange for consideration. To assesswhether a contract conveys the right to controlthe use of an identified asset, the Group assesseswhether:

(1) The Contract involves the use of an identifiedasset;

(2) The Group has substantially all the economicbenefits from use of the asset through theperiod of the lease and

(3) The Group has the right to direct the use of theasset.

The Group recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the balance lease term of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

271

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of the leases. Lease liabilities are re-measured with a corresponding adjustment to the related right of use asset if the company changes its assessment if whether it will exercise an extension or a termination option.

Lease liability and ROU asset shall be separately presented in the Balance Sheet and lease payments shall be classified as financing cash flows.

As Lessor:

Leases for which the Group is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.

For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.

Operating lease – Rentals payable under operating leases are charged to the statement of profit and loss on a straight line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are utilised.

v) Employee share based payments:

Equity- settled share-based payments toemployees are measured at the fair value of theemployee stock options at the grant date. The fairvalue determined at the grant date of the equity-settled share-based payments is amortised over thevesting period, based on the Group’s estimate of

equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in the Statement of Profit and Loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.

w) Dividend distribution

Dividends paid (including income tax thereon)is recognised in the period in which the interimdividends are approved by the Board of Directors,or in respect of the final dividend when approvedby shareholders.

x) Rounding off amounts

All amounts disclosed in the financial statementsand notes have been rounded off to the nearestlakhs as per the requirement of Schedule III, unlessotherwise stated.

y) Standards issued but not yet effective

There is no such notification which would havebeen applicable from 1 April, 2020.

3 Use of estimates and critical accounting judgements:

In preparation of the financial statements, the Group makes judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and the associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and future periods affected. Significant judgements and estimates relating to the carrying values of assets and liabilities include useful lives of property, plant and equipment and intangible assets, impairment of property, plant and equipment, intangible assets and investments, provision for employee benefits and other provisions, recoverability of deferred tax assets, commitments and contingencies.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

272

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

5.1. Investments

Particulars As at 31 March, 2020

As at 31 March, 2019

Designated at Fair value through Other Comprehensive Income (FVOCI) Investments in Equity Instruments (quoted - fully paid up) Mold-Tek Technologies Limited 733.60 971.78 2,117,165 (2019 - 2,117,165) shares of `2 each

Total 733.60 971.78 Aggregate amount of quoted investments 733.60 971.78 Aggregate amount of impairment in value of investments - -

5.2. Other financial assets (non-current)

Particulars As at 31 March, 2020

As at 31 March, 2019

Earmarked balances Margin money deposits with banks against guarantees 23.45 22.09 Total 23.45 22.09

6. Other non-current assets

Particulars As at 31 March, 2020

As at 31 March, 2019

Unsecured, considered good Capital advances 1095.57 381.49 Deposits with government and others 229.86 266.42 Total 1325.43 647.91

Capital advances includes amounts paid towards aquisition of machinery `601.82 lakhs (P.Y `305.11 lakhs), towards construction of buildings `8.65 lakhs (P.Y `16.02 lakhs) and advance paid towards land `485.10 lakhs (P.Y `60.36 lakhs).

7. Inventories

Particulars As at 31 March, 2020

As at 31 March, 2019

(Valued at lower of cost and net realizable value) Raw material 1886.17 1389.63 Work-in-progress 881.84 805.99 Finished goods 717.58 872.91 {including material in transit of `36.06 lakhs (2019 - `176.81 lakhs)} Packing Materials 63.59 72.61 Stores & spares 85.61 71.41 Consumables 1364.78 1381.12 Total 4999.57 4593.67

277

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

8.1. Trade receivables

Particulars As at 31 March, 2020

As at 31 March, 2019

Unsecured, considered good 5971.25 7112.74 Less: Allowance for expected credit loss (80.66) (75.75)Total 5890.59 7036.99

8.2. Cash and Cash equivalents

Particulars As at 31 March, 2020

As at 31 March, 2019

Balances with banks - in current accounts 30.91 5.91 Cash on hand 5.81 11.91 Total 36.72 17.82

8.3. Bank balances other than (Cash and Cash equivalents) above

Particulars As at 31 March, 2020

As at 31 March, 2019

Ear marked balancesUnpaid dividend bank accounts 77.81 76.70 Total 77.81 76.70

8.4. Loans (current)

Particulars As at 31 March, 2020

As at 31 March, 2019

Unsecured, considered good Employee advances 21.61 33.64 Total 21.61 33.64

8.5. Other financial assets (current)

Particulars As at 31 March, 2020

As at 31 March, 2019

Sales tax incentive receivable* 300.64 235.92 Export benefits receivables** 6.77 16.06 Total 307.41 251.98

*During the year the group has received `16.23 lakhs against balance 15% of sales tax incentive from Maharashtra stategovernment on account of “Package Scheme of Incentives 2008 & 2013”, pertaining to financial year 2013-14, 2014-15 &2015-16. An amount of `93.53 lakhs (P.Y `109.08 lakhs)has been considered as incentive receivable for financial year 2019-20.

**During the year the group has received `1.14 lakhs pertaining to financial year 2016-17, `5.91 lakhs pertaining to financial year 2017-18 and `2.24 lakhs pertaining to financial year 2018-19 against export incentive under “Merchandise Exports from India Scheme”.

278

9. Current tax assets/(liabilities) (net)

Particulars As at 31 March, 2020

As at 31 March, 2019

Opening balance 136.01 37.51Add: Taxes paid pertaining to previous years 2.40 0.16Add: Advance tax and TDS of current year 1253.05 1401.48Less: Provision for current tax (1216.74) (1303.14)Less: Tax refunds received pertaining to earlier years (42.80) - Total 131.92 136.01

10. Other current assets

Particulars As at 31 March, 2020

As at 31 March, 2019

Prepaid expenses 79.09 40.09 Supplier advances 1083.17 306.43 Advance for CSR expenses 15.00 2.14 Advances for expenses to employees 11.71 17.58 Deposit with customs, GST input tax credit & Value added tax credit 174.56 629.27 Total 1363.53 995.51

11. Equity share capital

Particulars As at 31 March, 2020

As at 31 March, 2019

Authorized: 29,000,000 (P.Y 29,000,000) Equity Shares of `5 each 1450.00 1450.00 Total 1450.00 1450.00 Issued, Subscribed & Paid-Up Capital:27,726,027 (P.Y 27,691,052) equity shares of `5 each fully paid up 1386.30 1384.55 Total 1386.30 1384.55

a) 79,95,776 equity shares out of the issued, subscribed and paid up share capital were allotted in the financial year2008-09 pursuant to the Scheme of arrangement without payments being received in cash.

b) 46,625 equity shares of `10 each issued at a premium of `52.95 per share on 6th July, 2011 by way of EmployeeStock Option Scheme.

c) 12,40,000 equity shares of `10 each issued at a premium of `30 per share on 7th September, 2011 by way ofpreferential offer.

d) 9,125 equity shares of `10 each issued at a premium of `52.95 per share on 19th December, 2011 by way ofEmployee Stock Option Scheme.

e) 19,25,000 equity shares of `10 each issued at a premium of `35.80 per share on 4th February, 2012 by way ofpreferential offer.

f) 37,800 equity shares of `10 each issued at a premium of `52.95 per share on 5th July, 2012 by way of EmployeeStock Option Scheme.

g) 22,950 equity shares of `10 each issued at a premium of `52.95 per share on 28th June, 2013 by way of EmployeeStock Option Scheme.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

279

h) 25,100 equity shares of `10 each issued at a premium of `52.95 per share on 13th June, 2014 by way of EmployeeStock Option Scheme.

i) 39,800 equity shares of `10 each issued at a premium of `52.95 per share on 25th July, 2014 by way of EmployeeStock Option Scheme.

j) 24,98,350 equity shares of `10 each issued at a premium of `210.17 per share on 3rd February, 2015 by way ofQualified institutional placement.

k) 5,000 equity shares of `10 each issued at a premium of `52.95 per share on 9th April, 2015 by way of EmployeeStock Option Scheme.

l) Shareholders on 3rd February, 2016 approved the share split of `10 each, fully paid up into 2 (Two) equity sharesof `5 each fully paid up. The Board of Directors fixed the record date as 18th February, 2016. On 17th February,2016 the group has sub-divided the existing fully paid Equity Shares of 1,38,45,526 with face of `10 each into2,76,91,052 fully paid up shares with face value of `5 each.

m) 23,325 equity shares of `5 each issued at a premium of `254.85 per share on 18th October, 2019 by way ofEmployee Stock Option Scheme.

n) 11,650 equity shares of `5 each issued at a premium of `254.85 per share on 27th October, 2019 by way ofEmployee Stock Option Scheme.

(A) Movement in equity share capital:Particulars Number of shares Amount Balance at 01 April, 2018 27691052 1384.55 Movement during the year - - Balance at 31 March, 2019 27691052 1384.55 Movement during the year 34975 1.75 Balance at 31 March, 2020 27726027 1386.30

(B) Details of shareholders holding more than 5% shares in the group

Name of the shareholder As at 31 March, 2020 As at 31 March, 2019

No. of Shares % holding No. of Shares % holdingJ. Lakshmana Rao 2555445 9.22 2555445 9.23 A. Subramanyam 2029124 7.32 2029124 7.33 J. Sudha Rani 1506194 5.43 1491588 5.39 DSP Blackrock small cap fund 1808643 6.52 1808643 6.53

(C) MTPL Employee Stock Option SchemeIn respect of 2,02,000 Options granted to employees on 4 June, 2010 under the Employees Stock Option scheme, inaccordance with the guidelines issued by Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999, at `26 per option.In respect of 95,100 Options granted to employees on 20 July, 2018 under the Employees Stock Option scheme, inaccordance with the guidelines issued by Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999, at `208 per option.In respect of 54,900 Options granted to employees on 20 July, 2018 under the Employees Stock Option scheme, inaccordance with the guidelines issued by Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999, at `234 per option.Pursuant to the shareholders approval dated 3 February, 2016, the group’s Equity shares of `10 each were split intoEquity shares of `5 each fully paid up and consequently the above options with face value of `10 were converted to facevalue of `5 each.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

280

Particulars As at 31 March

2020 2019Options outstanding at the beginning of the year* 150000 150000 Add: Granted - - Less: Exercised (34975) - Less: Forfeited/Lapsed (2525) - Options outstanding as at the end of year 112500 150000 * based on the split up of shares of `10 each to `5 each.

(C) Terms/Rights attached to equity shares

The Group has only one class of equity shares having a face value of `5 each. Each holder of equity share is entitledto one vote per share. The group declares and pays dividends in Indian Rupees. The dividend proposed by the Board ofDirectors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidationof the group, the equity shareholders will be entitled to receive remaining assets of the group, after distribution of allpreferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

12. Other equity

Particulars As at 31 March, 2020

As at 31 March, 2019

Reserves and surplusSecurities premium 7569.84 7480.70 Capital reserve 57.15 57.15 General reserve 1914.39 1914.39 Share options outstanding account 32.37 - Retained earnings 8382.53 7692.07

Exchange differences in translating the financial statements of foreign operations (14.50) (17.79)

Equity instruments through Other Comprehensive Income 417.28 655.46 Total 18359.06 17781.98

(i) Securities premium

Particulars As at 31 March, 2020

As at 31 March, 2019

Opening balance 7480.70 7480.70 Movement during the year 89.14 - Closing balance 7569.84 7480.70

(ii) Capital reserve

Particulars As at 31 March, 2020

As at 31 March, 2019

Opening balance 57.15 57.15 Movement during the year - - Closing balance 57.15 57.15

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

281

(iii) General reserve

Particulars As at 31 March, 2020

As at 31 March, 2019

Opening balance 1914.39 1914.39 Movement during the year - - Closing balance 1914.39 1914.39

(iv) Share options outstanding account

Particulars As at 31 March, 2020

As at 31 March, 2019

Opening balance - - Add: On account of Share-based payments to employees 47.48 - Less: On account of exercise of employee stock options (15.11) - Closing balance 32.37 -

(v) Retained earnings

Particulars As at 31 March, 2020

As at 31 March, 2019

Opening balance 7692.07 5865.42 Add: Profit for the year 3743.75 3191.81 Less: Dividends including tax (3006.58) (1335.33)Less: Remeasurements of post employment benefit obligation, net of tax (OCI) (46.71) (29.83)

Closing balance 8382.53 7692.07

(vi) Exchange differences in translating the financial statements of foreign operations

Particulars As at 31 March, 2020

As at 31 March, 2019

Opening balance (17.79) (37.59)Other comprehensive income 3.29 19.80 Closing balance (14.50) (17.79)

(vii) Equity instruments through Other Comprehensive Income

Particulars As at 31 March, 2020

As at 31 March, 2019

Opening balance 655.46 714.74 Less: Net changes in fair value of financial instruments (238.18) (59.28)Closing balance 417.28 655.46

Nature and purpose of other reserves

(i) Securities premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised in accordance with theprovision of the Companies Act.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

282

(ii) Capital reserve

Capital reserve arised on account of amalgamation, transfer of forfeited shares amount, state subsidy and others. Thereserve is utilised in accordance with the provision of the Companies Act.

(iii) General reserve

General reserve is used for strengthening the financial position and meeting future contingencies and losses.

(iv) Share options outstanding account

The reserve represents the excess of the fair value of the options on the grant date over the exercise price which isaccumulated by the group in respect of all options that have been granted. The group transfers the proportionate amounts,outstanding in this account, in relation to options exercised to securities premium account on the date of exercise of suchoptions.

(v) Retained earnings

This reserve represents the cumulative profits of the group and effects of remeasurement of defined benefit obligationsand can be utilized in accordance with the provisions of the Companies Act, 2013.

(vi) Exchange differences in translating the financial statements of foreign operations

This reserve represents the cumulative gains/loss (net) arising on fair valuation of Equity Instruments, net of amountsreclassified, if any, to retained earnings when those instruments are disposed off.

(vii) Equity instruments through Other Comprehensive Income

This reserve represents the cumulative gains (net) arising on fair valuation of Equity instruments, net of amountsreclassified, if any, to Retained earnings when those instruments are disposed off.

13. Borrowings (non-current)

Particulars As at 31 March, 2020

As at 31 March, 2019

Secured loans Term loans

From banks 2218.48 1241.39 Vehicle loans from banks & financial institutions 83.45 93.26 From others 166.67 500.00

Unsecured loans Deferred payment liabilities- Sales tax deferment loan 49.64 60.03 Total 2518.24 1894.68

a) Secured loans

i. Term loans from banks & financial institutions

During the year, the group has availed Term loan of `1995.19 lakhs from Citi Bank for the purpose of enhancingcapacities at existing plants, which are repayable in 18 equal quarterly installments with 6 months moratorium.

As at the year end, the group has a Total secured term borrowings of `3384.08 lakhs (P.Y `2499.10 lakhs) (Citicorp(India) Limited `500 lakhs (P.Y `833.33 lakhs) and Citi Bank `2884.08 lakhs (P.Y `1665.77 lakhs)). The same havebeen classified under non-current ` 2385.15 lakhs) and current liabilities (`998.93 lakhs).

The following assets of the group are covered under the said securitization:

# Citicorp Finance (India) Limited has first exclusive charge by way of equitable mortgage on the factory land andbuilding situated at Plot no.94, KIADB-Adakanhallu Industrial Area, Chikkaiahnachatra Hobli, Nanjangud Taluk, Mysore district, Karnataka belonging to the Group.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

283

# Citicorp Finance (India) Limited has first exclusive charge on plant equipment and other properties at Mysore Unit. # Citi Bank has first exclusive charge by way of equitable mortgage on the factory land & building situated at Plot

no.2A, in Survey no. 251P, 255P, 256P, 261P, IC-PUDI village, Rambilli Mandal, Visakhapatnam district, belonging to the Group.

# Citi Bank has first exclusive charge on Plant & equipment and other properties at Pudi (Visakhapatnam) Unit. # Citi Bank has first exclusive charge on Plant & equipment and other properties of Daman plant located at Survey

no.160/A, 161/1 & 161/5, Bhimpore Village, Nani Daman, Daman District. # Citi Bank has first exclusive charge on Plant & equipment and other properties of Satara plant located at Survey

no.82/2A, Gat no.656, Mhavashi Village, Dhawad wadi, Khandala Taluq, Pune, Satara District. # Citi Bank has first exclusive charge on Plant & equipment and other properties of Hyderabad unit located at Annaram

Village, near air force academy, Sangareddy District, Telangana State. # Citi Bank has first exclusive charge by way of equitable mortgage on the factory Land & Building situated at Survey

no.82/2A, Gat no.656, Mhavashi Village, Dhawad wadi, Khandala Taluq, Pune, Satara District. # Citi Bank has first exclusive charge by way of equitable mortgage on the factory Land & Building situated at Survey

no.160/A, 161/1 & 161/5, Bhimpore Village, Nani Daman, Daman District. # Personal guarantees of J. Lakshmana Rao, A. Subramanyam and P. Venkateswara Rao directors of the Parent

Company.

Repayment schedule:Bank/Financial institution Rate of interest FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 FY 2024-25Citicorp Finance (India) Limited 8.73% 333.33 166.67 - - - Citi Bank N.A 9.00% 222.22 222.22 222.22 222.22 - Citi Bank N.A 8.85% 443.38 443.38 443.38 443.38 221.69Total 998.93 832.26 665.60 665.60 221.69

ii. Vehicle loans from banks & financial institutions

The group has availed vehicle loans from various banks and financial institutions with a tenor of 36 to 60 monthlyinstallments. The said loans are secured by hypothecation of vehicles. As at the year end, the group has Total amountoutstanding of `160.23 lakhs (P.Y `178.22 lakhs) which is classified under non-current liabilities (`83.46 lakhs) andcurrent liabilities (`76.77 lakhs).

Repayment schedule:Bank/Financial Institutions Rate of interest FY 2020-21 FY 2021-22 FY 2022-23ICICI Bank Ltd 9.35% 4.14 1.94 - ICICI Bank 8.75% 0.42 - - ICICI Bank Ltd 8.45% 0.99 - - ICICI Bank Ltd 8.55% 6.74 1.70 - ICICI Bank Ltd 9.71% 2.45 2.70 0.48 ICICI Bank Ltd 9.00% 4.43 4.85 3.04 Kotak Mahindra Prime Ltd 8.74% 17.33 9.25 - HDFC Bank Ltd 9.01% 17.79 16.10 - Yes Bank Ltd 9.00% 15.24 - - Yes Bank Ltd 8.65% 1.06 0.57 - Daimler Financial Services India Pvt Ltd 8.41% 6.18 6.72 36.11 Total 76.77 43.83 39.63

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

284

b) Unsecured loans

The State government has extended the Parent Company, the incentive of sales tax deferral scheme pursuant to whichthe sales tax payment attributable to the sales effected out of production is deferred (interest-free) for a period of 14years. The Parent Company has availed this scheme for production facility of its 2nd expansion at Annaram unit for`751.37 lakhs and production facility at Dommarapochampally unit for `421.91 lakhs. The Parent Company has beenrepaying installments of the deferred sales tax in accordance with the scheme. The Total sales tax deferral amounts as on31 March, 2020 stands at `96.69 lakhs (31 March, 2019 `187.61 lakhs).

Sales tax deferment loan granted under State Investment Promotion Scheme has been considered as a government grant andthe difference between the fair value and nominal value as on date is recognized as an expenses. Accordingly, an amount of`2.01 lakhs (31 March, 2019: `0.84 lakhs) has been recognized as an expense. Every year charge in fair value isaccounted for as an interest expense.

Repayment schedule:Particulars FY 2020-21 FY 2021-22 FY 2022-23Sales tax deferment loanValue added tax 8.78 32.23 24.59 Central sales tax 21.11 6.85 7.34 Total 29.89 39.08 31.93

14. Provisions (non-current)

Particulars As at 31 March, 2020

As at 31 March, 2019

For employee benefits Leave encashment 48.52 106.74 Gratuity 213.22 96.54 Total 261.74 203.28

15. Deferred tax liabilities (net)

Particulars As at 31 March, 2020

As at 31 March, 2019

Deferred tax assetsOn account of employee benefits 89.72 105.60 Deferred tax liabilities On account of depreciation and amortisation 1251.09 1411.65 Deferred tax liabilities (net) 1161.37 1306.05

Movement in deferred tax liabilities (net)

Particulars

WDV of depreciable PPE/Investment

properties/intangible assets

Employee benefits payable

Total

Balance as at 1 April, 2019 1411.65 (105.60) 1306.05 (Charged )/Credited during the year

to Statement of profit and loss (160.56) 31.59 (128.97)to Other comprehensive income - (15.71) (15.71)

Balance as at 31 March, 2020 1251.09 (89.72) 1161.37

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

285

16. Other non-current liablities

Particulars As at 31 March, 2020

As at 31 March, 2018

Deferred income - Sales tax deferment loan 8.53 17.16 Total 8.53 17.16

17.1. Borrowings (Current)

Particulars As at 31 March, 2020

As at 31 March, 2019

Secured loans Loans repayable on demand Working capital loans from banks 8146.00 8397.84 Total 8146.00 8397.84

The group has availed its fund based working capital requirements from multiple banks viz., ICICI Bank Ltd, Citi Bank N.A, Yes Bank Ltd and HSBC Ltd. Cash credit limits utilised as at the year end from the respective banks are as per the above table, while the Total working capital limits sanctioned by the participating banks are in the table given below:

Bank Nature of Borrowing

Limits as at 31st March Balances as on 31st March2020 2019 2020 2019

ICICI Bank Ltd Cash Credit 1500.00 1500.00 1373.70 1142.92 Yes Bank Ltd Cash Credit - 1000.00 - 793.18HSBC Ltd Cash Credit 4000.00 3000.00 3787.51 2690.30 HSBC Ltd Credit card 10.00 10.00 5.12 2.40 CITI Bank N.A Cash Credit 3000.00 3000.00 2979.67 2776.00 CITI Bank Dubai Cash Credit - 1000.00 - 993.04Total 8510.00 9510.00 8146.00 8397.84

Working capital facilities from the banks are secured by hypothecation by way of first charge on the following assets of the group: i) First Pari passu charge to the above four banks by way of hypothecation of the borrower’s entire current assets which

inter-alia include stocks of raw material, work in process, finished goods, consumables, stores & spares and such othermovables including book debts, outstanding monies, receivables both present and future of such form satisfactory to thebank.

ii) First Pari passu charge to the above banks by way of hypothecation of the borrower’s movable properties of the Group(Except those specifically charged to term loan lenders).

iii) First Pari passu charge to the above banks by way of Equitable Mortgage on the following Immovable Fixed Assets ofthe group:-I. First Charge by way of equitable mortgage of land measuring 6.5125 acres &building in Sy.No. 54,55/A,70, 71&72

of Annaram Village Near Air Force Academy, Jinnaram Mandal, Sangareddy District, Telangana belonging to thegroup.

II. First Charge by way of Equitable Mortgage of Land Measuring 6413 Sq. Yards and building in Sy.No. 164 part,Dammarapochampally Village, Qutubullapur Mandal, Medchal District, Telangana belonging to the group.

III. First charge by way of equitable mortgage of land measuring 1066.63 Sq. Yards & Buildings in Plot No. D-177phase III, IDA, Jeedimetla, Qutballapur Mandal, Medchal District, Telangana belonging to the group.

IV. First charge by way of equitable mortgage of ground floor, Cellar area of building bearing Municipal No. 8-2-293/82/A/700&700/1 on Plot No. 700 forming part of S.Y. No. 120(New) of Shaikpet Village and S.Y. No 102/1of Hakim pet Village admeasuring 3653 SFT of the office space presently occupied by the vendee 50% or 930 SFT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

286

of reception area of 1860 SFT all in relevance to the ground Floor 400 Sq.Yards out of 1955 Sq.Yds situated within the approved layout of the Jubilee Hills Co-operative House Building Ltd at Road No. 36 Jubilee hills, belonging to the group.

V. First charge by way of equitable mortgage of land & building in Shed No. D-17 & D-18, phase III, IDA, Jeedimetla,Qutballapur Mandal, Medchal District, Telangana belonging to the Group.

VI. Personal guarantees of J. Lakshmana Rao, A. Subramanyam and P.Venkateswara Rao, directors of the ParentCompany.

17.2. Trade payables

Particulars As at 31 March, 2020

As at 31 March, 2019

Dues to micro enterprises and small enterprises (Refer Note below) 10.57 27.18 Dues to creditors other than micro enterprises and small enterprises 1794.38 1793.29 Total 1804.95 1820.47

Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

Particulars As at 31 March, 2020

As at 31 March, 2019

(i) Principal amount remaining unpaid as at the end of the accounting year 10.57 27.18 (ii) Interest due thereon remaining unpaid as at the end of the accounting year - - (iii) The amount of interest paid along with the amounts of the payment made

to the supplier beyond the appointed day during the accounting year - -

(iv) The amount of interest due and payable for the year - - (v) The amount of interest accrued and remaining unpaid at the end of the

accounting year - -

(vi) The amount of further interest due and payable even in the succeedingyear, until such date when the interest dues as above are actually paid - -

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the group.

17.3. Other financial liabilities (current)

Particulars As at 31 March, 2020

As at 31 March, 2019

Current maturities of long term debts (Refer note 13) 1105.60 935.60 Interest accrued but not due 39.84 34.23 Unpaid dividend 77.81 76.70 Employee benefits payable 285.68 289.29 Outstanding expenses payable 308.44 274.52 Expenses payable to related parties 32.16 20.41 Capital creditors Dues to others 356.93 655.62 Security deposits 29.72 24.55 CSR expenses payable 5.57 6.15 Others 1.47 1.20 Total 2243.22 2318.27

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

287

18. Other current liabilities

Particulars As at 31 March, 2020

As at 31 March, 2019

Advances from customers 159.06 85.76 Deferred revenue grant - sales tax deferment loan 8.63 17.49 Statutory dues payable 222.83 147.17 Total 390.52 250.42

19. Provisions (Current)

Particulars As at 31 March, 2020

As at 31 March, 2019

For employee benefits Leave encashment 20.56 67.78 Gratuity 29.69 88.69 Total 50.25 156.47

20. Net debt reconciliation

Particulars As at 31 March, 2020

As at 31 March, 2019

Opening balance of borrowings 11262.77 9905.09 Add: Proceeds from non-current borrowings 2080.93 2123.00 Less: Repayment of non-current borrowings (1306.87) (583.66)Proceeds/(Repayment) from current borrowings (251.84) (237.76)Fair value adjustments 2.01 56.10 Closing balance of borrowings 11787.00 11262.77

21. Employee benefits

(i) Leave obligations

The leave obligation covers the Group’s liability for earned leave which is unfunded.

(ii) Defined contribution plan

The Group has defined contribution plan namely Provident fund. Contributions are made to provident fund at therate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administeredby the Government. The obligation of the Group is limited to the amount contributed and it has no further contractualnor any constructive obligation. The expense recognised during the year towards defined contribution plan is asfollows:

Particulars 31 March, 2020 31 March, 2019Group’s contribution to provident fund 103.88 87.31

(iii) Post-employment obligationsa) Gratuity

The Group provides for gratuity for employees as per the Payment of Gratuity Act, 1972. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The Group operates post retirement gratuity plan

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

288

with LIC of India. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The following table sets out the amounts recognised in the financial statements in respect of gratuity plan

Particulars Year ended 31, March, 2020

Year ended 31 March, 2019

Change in defined benefit obligations:Obligation at the beginning of the year 398.18 299.30

Current service cost 49.34 35.31 Interest cost 30.93 23.33 Remeasurement (gains)/losses 59.69 45.20 Past service cost - - Benefits paid (54.23) (4.96)Obligation at the end of the year 483.91 398.18 Change in plan assets:Fair value of plan assets at the beginning of the year 212.95 202.76 Investment income 16.54 15.80 Employer’s contributions 24.50 - Benefits paid (10.27) (4.96)Return on plan assets , excluding amount recognised in net interest expense (2.72) (0.65)

Fair value of plan assets at the end of the year 241.00 212.95 Expenses recognised in the statement of profit and loss consists of:Employee benefits expense:Current service costs 49.34 35.31 Past service cost - - Net interest expenses 14.39 7.52

63.73 42.83 Other comprehensive income:Actuarial (gains)/losses 59.69 45.20 Return on plan assets, excluding amount recognised in net interest expense 2.73 0.66

Re-measurement (or Actuarial) (gain)/loss arising because of change in effect of asset ceiling - -

62.42 45.86 Expenses recognised in the statement of profit and loss 126.15 88.69

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

289

Amounts recognised in the Balance sheet consists of:

Particulars As at 31 March, 2020

As at 31 March, 2019

Fair value of plan assets at the end of the year 241.00 212.95 Present value of obligation at the end of the year 483.91 398.18 Recognised as Retirement benefit liability - Non-current 213.22 96.54

- current 29.69 88.69 Fair value of plan assets - 100% with LIC of IndiaExpected contribution to post-employment benefit plan of gratuity for the year ending 31 March, 2021 are `10.00 lakhs.

iv) Significant estimates and sensitivity analysisThe sensitivity of the defined benefit obligation to changes in key assumptions is:

Particulars

Key assumptions Defined benefit obligation

Increase in assumption by Decrease in assumption by

31 March, 2020

31 March, 2019 Rate

31 March,

2020

31 March,

2019 Rate

31 March,

2020

31 March,

2019 Discount rate 6.85% 7.75% 1% 424.82 349.14 1% 555.64 457.79 Salary growth rate 7.00% 8.00% 1% 550.43 452.61 1% 427.06 351.60

Attrition rate 1%/2%/3% 1%/2%/3% 0.5%/1%/1.5% 482.74 397.09 0.5%/1%/1.5% 485.17 393.39

The above sensitivity analysis is based on a change in each assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

v) Risk exposureThrough its defined benefit plans, the Group is exposed to a number of risks, the most significant of which aredetailed below:Interest rate risk:The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, thedefined benefit obligation will tend to increase.Salary inflation risk:Higher than expected increases in salary will increase the defined benefit obligation.Demographic risk:This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal,disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward anddepends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstatewithdrawals because in the financial analysis the retirement benefit of a short career employee typically costs lessper year as compared to a long service employee.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

290

22. Revenue from operations

Particulars Year ended 31 March, 2020

Year ended 31 March, 2019

Revenue from contract with customers Sale of products 43692.89 40422.44 Other operating revenue Export incentives - 8.52Sales tax incentives 80.94 109.08 Sale of scrap 46.39 31.84 Total 43820.22 40571.88

23. Other income

Particulars Year ended 31 March, 2020

Year ended 31 March, 2019

Rental income from Investment property 2.06 2.06 Dividend income 61.40 14.82 Amortisation of Deferred government grant 17.49 25.93 Interest income 34.98 25.20 Foreign exchange fluctuation gain (net) - 44.78Total 115.93 112.79

24. Cost of materials consumed

Particulars Year ended 31 March, 2020

Year ended 31 March, 2019

Raw Materials 20390.73 20131.64 Pigments 751.29 677.56 Handles 917.64 902.62 Printing Materials 2653.88 1891.32 Packing Materials 704.36 795.74 Other Consumables 253.90 222.62 Total 25671.80 24621.50

25. Changes in inventories of finished goods and work-in-progress

Particulars Year ended 31 March, 2020

Year ended 31 March, 2019

Opening inventories Finished goods 872.90 826.06 Work-in-progress 807.11 725.38

(A) 1680.01 1551.44 Closing inventories Finished goods 717.58 872.90 Work-in-progress 881.84 807.11

(B) 1599.42 1680.01 Total (A-B) 80.59 (128.57)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

291

26. Employee benefits expense

Particulars Year ended 31 March, 2020

Year ended 31 March, 2019

Salaries, wages and bonus 4559.08 3932.35 Contribution to provident and other funds 116.71 105.31 Gratuity 71.32 20.74 Leave encashment 6.75 82.91 Staff welfare expenses 198.49 185.87 Share-based payments to employees 47.48 - Total 4999.83 4327.18

27. Finance costs

Particulars Year ended 31 March, 2020

Year ended 31 March, 2019

Interest on borrowings 1038.98 714.65 Other borrowing costs 0.83 42.24 Total 1039.81 756.89

28. Depreciation and amortization expense

Particulars Year ended 31 March, 2020

Year ended 31 March, 2019

Depreciation on property, plant and equipment 1941.87 1633.24 Depreciation on investment property 0.13 0.13 Amortisation of intangible assets 11.57 11.51 Amortisation of right-of-use assets 3.53 7.13 Less: Capitalized 35.50 41.51 Total 1921.60 1610.50

29. Other expenses

Particulars Year ended 31 March, 2020

Year ended 31 March, 2019

Power and fuel 1600.77 1388.01 Repairs and maintenance

Buildings 73.88 19.94 Plant and equipment 310.89 247.29 Moulds 180.16 99.45 Others 160.73 143.20

Insurance 50.21 37.75 Rates & taxes 64.27 52.58 Rent 189.55 245.21 Jobwork charges 223.49 231.13 Travelling & conveyance 225.92 171.71

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

292

Particulars Year ended 31 March, 2020

Year ended 31 March, 2019

Communication expenses 51.16 60.00 Printing & stationery 28.99 29.21 Professional & consultancy charges 101.25 64.37 Freight outwards 1741.37 1652.04 Advertisement expenses 2.45 1.93 Tax paid - Commercial taxes 76.90 73.42 Sales promotion expenses 76.15 42.85 Payments to auditors (Refer note 29(a) below) 11.40 11.45 Net loss on disposal of property, plant and equipment 12.52 1.89 Property, plant, equipment written off 29.33 - Directors’ sitting fee 4.00 3.80 Provision for doubtful debts 30.35 34.57 Foreign exchange fluctuation loss (net) 5.69 - Corporate social responsibility expenditure (Refer note 29 (b) below) 75.88 33.93 MEIS claim receivable write-off - 15.97Bank charges 5.36 6.85 Miscellaneous expenses 56.83 50.83 Total 5389.50 4719.38

29(a) Payment to Auditors:

Particulars Year ended 31 March, 2020

Year ended 31 March, 2019

Statutory auditors Statutory audit fee 8.50 7.50 For other services (including fees for quarterly reviews) 2.50 2.00 Certification charges 0.40 0.81 Total 11.40 10.31

29(b) Corporate social responsibility expenditure:

Particulars Year ended 31 March, 2020

Year ended 31 March, 2019

Amount required to be spent as per Section 135 of the Act 93.95 84.33 Amount spent during the year on : 1. Construction/ acquisition of any assets 27.29 18.43 2. On purposes other than (1) above 48.59 15.50

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

293

30. Reconciliation of tax expenses and the accounting profit multiplied by tax rate

Particulars Year ended 31 March, 2020

Year ended 31 March, 2019

Profit before income tax expense 5194.35 5146.42 Tax at the Indian tax rate of 25.63% (2018-19: 34.944%) 1307.31 1798.36 Effect of non-deductible expense 579.37 592.63 Effect of allowances for tax purpose (669.95) (1034.97)Effect of deferred tax (128.97) 282.84 Tax expense 1087.76 1638.86

31. Contingent liabilitiesParticulars 31 March, 2020 31 March, 2019Income tax 105.83 43.45 VAT/CST 9.09 9.09 Total 114.92 52.54

The liability Includes `41.58 lakhs (2019 - `5.16 lakhs) paid under protest.

Export Obligations

The Group has fulfilled the entire export obligation to the tune of $18.17 lakhs (`933.99 lakhs) as on 31 March, 2020 the particulars of which are as below:

Of the Total obligation $9.02 lakhs (`406.96 lakhs) was against the licenses utilized against import of machinery by erstwhile Mold-Tek Technologies Limited. The Group has fulfilled the export obligations against these licenses by 31 March, 2011. The details have been submitted to customs department for redemption of licenses. Including the licenses amounting to $6.36 lakhs have been redeemed up to 31 March, 2017, and redemption licenses for the balance $2.66 lakhs is awaited.

Further, Licenses granted under EPCG Scheme for import of machinery for which guarantee bonds valuing `96.00 lakhs were issued to customs department. The Group has fulfilled the export obligation of $9.15 lakhs (`527.03 lakhs) against these licenses utilized for imports.

32. Commitments

Capital commitments

Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:

Particulars 31 March, 2020 31 March, 2019Property, plant and equipment 574.00 1400.00 Total 574.00 1400.00

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

294

33. Related party transactions

Names of related parties and nature of relationships:Names of the related parties Nature of relationshipi) Key Management Personnel (KMP):

J. Lakshmana Rao Chairman & Managing DirectorA. Subramanyam Deputy Managing DirectorP. Venkateswara Rao Deputy Managing DirectorM. Srinivas Whole-time DirectorA. Seshu Kumari Chief Financial OfficerThakur Vishal Singh Group Company Secretary

ii) Non-whole-time DirectorsJ. Mytraeyi DirectorKotagiri Venkata Appa Rao DirectorT.Venkateswara Rao DirectorImmaneni Eswara Rao DirectorDhanraj Tirumala DirectorDr.N.V.N. Varma DirectorVasu Prakash Chitturi Director

iii) Relatives of key management personnel:J. Navya Mythri Assistant Finance ControllerJ. Rana Pratap Vice President of New Business DevelopmentS. Kavya Chief Manager of New Business Development

A. Durga Sundeep Vice President of New Business Development (from 1 October, 2019)

J.Sudha Rani Spouse of Chairman & Managing DirectorP.S.N.Vamsi Prasad Son-in-law of Chairman & Managing DirectorJ.Sathya Sravya Daughter of Chairman & Managing DirectorJ.Bhujanga Rao Brother of Chairman & Managing DirectorN. Padmavathi Sister of Chairman & Managing DirectorA.Lakshmi Mythri Daughter of A. SubramanyamJandhyala V.S.N. Krishna Son-in-law of A. SubramanyamY.Manasa Daughter-in-law of A. SubramanyamP.Sai Lakshmi Spouse of P. Venkateswara RaoP.Appa Rao Brother of P. Venkateswara RaoM.Hyma Spouse of M. SrinivasM.Koteshwara Rao Brother of M. SrinivasK.Srinivasa Vengala Rao Son of Kotagiri Venkata Appa RaoT.Vimala Spouse of T.Venkateswara Rao

iv) Enterprises in which key management personnel and/or their relatives have control:Mold-Tek Technologies LimitedFriends Packaging IndustriesCapricorn IndustriesDynamic Metal Industries Pvt LtdJ.S. Sundaram & Co

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

295

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37. Financial instruments and risk management

Fair values

a) The fair value of financial assets and liabilities is included at the amount at which the instrument could be exchangedin a current transaction between willing parties, other than in a forced or liquidation sale.

b) The fair value of trade receivables, trade payables and other current financial assets and liabilities is considered tobe equal to the carrying amounts of these items due to their short term nature. Where such items are Non-currentin nature, the same has been classified as Level 3 and fair value determined using discounted cash flow basis.Similarly, unquoted equity instruments where most recent information to measure fair value is insufficient, or ifthere is a wide range of possible fair value measurements, cost has been considered as the best estimate of fair value.

Set out below, is a comparison by class of the carrying amounts and fair value of the group’s financial instruments,other than those with carrying amounts that are reasonable approximation of fair values:

(i) Categories of financial instruments

Particulars Level31 March, 2020 31 March, 2019

Carrying amount Fair value* Carrying

amount Fair value*

Financial assets measured at fair value through other comprehensive incomeInvestments 1 733.60 733.60 971.78 971.78 Financial assets measured at amortised costOther financial assets 3 23.45 23.45 22.09 22.09 CurrentTrade receivables 3 5890.59 5890.59 7036.99 7036.99 Cash and cash equivalents 3 36.72 36.72 17.82 17.82 Other bank balances 3 77.81 77.81 76.70 76.70 Loans 3 21.61 21.61 33.64 33.64 Other financial assets 3 307.41 307.41 251.98 251.98 Total 6357.59 6357.59 7439.22 7439.22 Financial liabilitiesMeasured at amortised cost Non-currentBorrowings 3- Banks 2468.60 2468.60 1834.65 1834.65 - Sales tax deferment loan 96.69 79.53 187.61 152.96 CurrentBorrowings 3 8146.00 8146.00 8397.84 8397.84 Trade payables 3 1804.95 1804.95 1820.47 1820.47 Other financial liabilities 3 2243.22 2243.22 2318.27 2318.27 Total 14759.46 14742.30 14558.84 14524.19

*Fair value of instruments is classified in various fair value hierarchies based on the following three levels:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

300

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques, which maximise the use of observable market data and rely as little as possible on entity specific estimates. If significant inputs required to fair value an instruments are observable, the instrument is included in Level 2.

Level 3: If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3.

There has been no change in the valuation methodology for Level 3 inputs during the year. The group has not classified any material financial instruments under Level 3 of the fair value hierarchy. There were no transfers between Level 1 and Level 2 during the year.

Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the group could have realized or paid in sale transactions as of respective dates. As such, the fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date. In respect of investments as at the transaction date, the group has assessed the fair value to be the carrying value of the investments as these companies are in their initial years of operations obtaining necessary regulatory approvals to commence their business.

The fair value of trade receivables, trade payables and other Current financial assets and liabilities is considered to be equal to the carrying amounts of these items due to their short-term nature. Where such items are Non-current in nature, the same has been classified as Level 3 and fair value determined using discounted cash flow basis. Similarly, unquoted equity instruments where most recent information to measure fair value is insufficient, or if there is a wide range of possible fair value measurements, cost has been considered as the best estimate of fair value.

38. Financial risk management

The group is exposed to market risk (fluctuation in foreign currency exchange rates, price and interest rate), liquidityrisk and credit risk, which may adversely impact the fair value of its financial instruments. The group assesses theunpredictability of the financial environment and seeks to mitigate potential adverse effects on the financial performanceof the group.

(A) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes inmarket prices. Market risk comprises of currency risk, interest rate risk and price risk. Financial instruments affected bymarket risk include loans and borrowings, trade receivables and trade payables involving foreign currency exposure.The sensitivity analyses in the following sections relate to the position as at 31 March, 2020 and 31 March, 2019.The analysis exclude the impact of movements in market variables on the carrying values of financial assets and liabiltiesThe sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. Thisis based on the financial assets and financial liabilities held at 31 March, 2020 and 31 March, 2019.

(i) Foreign currency exchange rate risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate becauseof changes in foreign exchange rates. The group’s exposure to the risk of changes in foreign exchange ratesrelates primarily to the trade/other payables, trade/other receivables and derivative assets/liabilities. The risksprimarily relate to fluctuations in US dollar, AED against the functional currencies of the group. The group’sexposure to foreign currency changes for all other currencies is not material. The group evaluates the impact offoreign exchange rate fluctuations by assessing its exposure to exchange rate risks.

The following tables demonstrate the sensitivity to a reasonably possible change in US dollars and AEDexchange rates, with all other variables held constant. The impact on the group’s profit before tax is due tochanges in the fair value of monetary assets and liabilities.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

301

(ii) Sensitivity

The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominatedfinancial instruments and from foreign forward exchange contracts:

Foreign currency exposure

ParticularsAs at 31 March, 2020 As at 31 March, 2019

AED USD AED USDLoans and advances 2,444,849 - 2,189,397 - Trade receivables 745,416 (7,443) 800,461 33,979 Trade payables - 295,882 3,286,479 420,316 Net exposure to foreign currency risk 3,190,265 (303,325) (296,621) (386,337)

ParticularsIncrease/(decrease) in profit before tax

Increase/(decrease) in other components of equity

31 March, 2020 31 March, 2019 31 March, 2020 31 March, 2019Change in AED1% increase 6.55 0.56 4.90 0.361% decrease (6.55) (0.56) (4.90) (0.36)Change in USD1% increase (2.29) (2.68) (1.71) (1.74)1% decrease 2.29 2.68 1.71 1.74

The movement in the pre-tax effect is a result of a change in the fair value of monetary assets and liabilities denominated in US dollars and AED, where the functional currency of the entity is a currency other than US dollars and AED.

(iii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate becauseof change in market interest rates. The group’s exposure to the risk of changes in market interest rates relatesprimarily to the group’s debt obligations with floating interest rates. As the group has certain debt obligationswith floating interest rates, exposure to the risk of changes in market interest rates are dependent of changesin market interest rates. Management monitors the movement in interest rate and, wherever possible, reacts tomaterial movements in such rates by restructuring its financing arrangement.

As the group has no significant interest bearing assets, the income and operating cash flows are substantiallyindependent of changes in market interest rates.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portionof loans and borrowings affected. With all other variables held constant, the group’s profit before tax is affectedthrough the impact on floating rate borrowings, as follows:

ParticularsIncrease/(decrease) in

profit before taxIncrease/(decrease) in other

components of equity31 March, 2020 31 March, 2019 31 March, 2020 31 March, 2019

Change in interest rateincrease by 100 basis points (109.62) (93.73) (82.03) (60.98)decrease by 100 basis points 109.62 93.73 82.03 60.98

The assumed increase/decrease in interest rate for sensitivity analysis is based on the currently observable market environment.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

302

(B) Credit Risk

Financial assets of the group include trade receivables, loans to wholly owned subsidiary, employee advances,security deposits held with government authorities and bank deposits which represents group’s maximum exposureto the credit risk.

With respect to credit exposure from customers, the group has a procedure in place aiming to minimise collectionlosses. Credit Control team assesses the credit quality of the customers, their financial position, past experiencein payments and other relevant factors. The group’s exposure to credit risk is influenced mainly by the individualcharacteristics of each customer. However, management also considers the factors that may influence the creditrisk of its customer base, including default risk associate with the industry and country in which customers operate.Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits aredefined in accordance with this assessment. With respect to other financial assets viz., loans & advances, depositswith government and banks, the credit risk is insignificant since the loans & advances are given to its wholly ownedsubsidiary and employees only and deposits are held with government bodies and reputable banks. The creditquality of the financial assets is satisfactory, taking into account the allowance for credit losses.

Credit risk on trade receivables and other financial assets is evaluated as follows:

a) Expected credit loss for trade receivable under simplified approach:Particulars 31 March, 2020 31 March, 2019Gross carrying amount 5971.25 7112.74 Expected credit losses (Loss allowance provision) (80.66) (75.75) Carrying amount of trade receivables 5890.59 7036.99

b) Expected credit loss for financial assets where general model is appliedThe financial assets which are exposed to credit are loan to Wholly owned subsidiary company and employeeadvances.Particulars 31 March, 2020 31 March, 2019

Asset group Estimated gross carrying amount

at default

Estimated gross carrying amount

at default Gross carrying amountLoans - - Employee advances 21.61 33.64

21.61 33.64 Expected credit losses - - Net carrying amountLoans - - Employee advances 21.61 33.64 Total 21.61 33.64

Reconciliation of loss allowance provisionParticulars 2019-20 2018-19Loss allowance at the beginning of the year 75.75 41.03 Changes in loss allowance during the year 4.91 34.72Loss allowance at the end of the year 80.66 75.75

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

303

(c) Significant estimates and judgements

Impairment of financial assets:

The impairment provisions for financial assets disclosed above are based on assumptions about risk of defaultand expected loss rates. The group uses judgement in making these assumptions and selecting the inputs tothe impairment calculation, based on the group’s past history, existing market conditions as well as forwardlooking estimates at the end of each reporting period.

(C) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding to meetobligations when due and to close out market positions. The group’s treasury maintains flexibility in funding bymaintaining availability under deposits in banks.

Management monitors cash and cash equivalents on the basis of expected cash flows.

(i) Financing arrangements:

The group had access to the following undrawn borrowing facilities at the end of the reporting period

ParticularsAs at

31 March, 2020 31 March, 2019 Expiring within one year (bank overdraft and other facilities) 359.12 1104.56

(ii) Maturities of Financial liabilities

Contractual maturities of financial liabilities as at :

Particulars31 March, 2020 31 March, 2019

Less than 12 months

More than 12 months

Less than 12 months

More than 12 months

Borrowings 8146.00 2518.24 8397.84 1894.68 Trade payables 1804.95 - 1820.47 - Other financial liabilities 2243.22 - 2318.27 - Total 12194.17 2518.24 12536.58 1894.68

(iii) Management expects finance cost to be incurred for the year ending 31 March, 2021 is `1071.35 lakhs.

39. Capital management

A. Capital management and Gearing Ratio

For the purpose of the group’s capital management, capital includes issued equity capital, share premium and allother equity reserves attributable to the equity holders. The primary objective of the group’s capital management isto maximise the shareholder value.

The group manages its capital structure and makes adjustments in light of changes in economic conditions and therequirements of the financial covenants. The group monitors capital using a gearing ratio, which is debt divided byTotal capital. The group includes within debt, interest bearing loans and borrowings.

Particulars 31 March, 2020 31 March, 2019Borrowings Current 8146.00 8397.84 Non current 2518.24 1894.68 Current maturities of non-current borrowings 1105.60 935.60 Sales tax deferment loan 17.16 34.65

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

304

Particulars 31 March, 2020 31 March, 2019Debt 11787.00 11262.77 EquityEquity share capital 1386.30 1384.55 Other equity 18359.06 17781.98 Total capital 19745.36 19166.53 Gearing ratio in % (Debt/capital) 59.70% 58.76%

In order to achieve this overall objective, the group’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March, 2020 and 31 March, 2019.

B. DividendsParticulars 31 March, 2020 31 March, 2019

Dividends recognisedFinal dividend for the year ended 31 March, 2019 of `2 (31 March, 2018 - `2)per fully paid share 553.82 553.82

Interim dividend for the year ended 31 March, 2019 of `2 (31 March, 2018 - `2) per fully paid share 553.82 553.82

Interim dividend for the year ended 31 March, 2020 of `5 per fully paid share 1386.30 -

Dividend distribution tax on the above 512.64 227.68 Dividends not recognisedInterim dividend for the year ended 31 March, 2019 of `2 per fully paid share. This dividend is declared on 2 May, 2019, - 553.82

For the year ended the directors have recommended the payment of final dividend of `Nil (P.Y `2) per fully paid up equity share . This proposed dividend is subject to the approval of share holders in the ensuing annual general meeting.

- 553.82

Dividend distribution tax on the above - 227.68

40. Impact assessment of the global health pandemic – COVID 19 and related estimation uncertainty:

During the last few months, the spread of Covid 19 has affected the business which culminated into scaling down of theGroup’s operations. The group has taken various measures in consonance with Central and State Government advisoriesto contain the pandemic, closing of 6 out of 9 manufacturing facilities in April 2020, and adopting work from homepolicy wherever possible for employees across the locations.

Given the uncertainty of quick turnaround to normalcy, post lifting of the lock down, the group has carried out acomprehensive assessment of possible impact on its business operations, financial assets, contractual obligations andits overall liquidity position, based on the internal and external sources of information and application of reasonableestimates. The negative impact on sales is expected to continue in FY 2020-21. The group is trying to reduce the fixedoverheads to the best possible extent to sail through the difficult times to ahead. Although it is difficult to estimate theimpact of COVID-19 on future operations at this point of time, the group believes the sales for discretionary productslike paints would significantly be impacted in short term. In view of lock down, the performance of the group may beadversely affected in 1st Quarter in FY 2020-21 by around 40%.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

305

The Group’s net cash position as on 31 March, 2020 is sufficient to meet the requirements in case of any emergency and do not foresee any liquidity crunch. The group does not foresee significant impact in respect of its existing contracts and agreements where the non-fulfilment of obligations would lead to material financial claim against the group. The group endeavours to ensure that all contractual commitments shall be honoured.

41. Previous year figures have been recasted/restated wherever necessary.

The accompanying notes form an integral part of the financial statements.

As per our report of even date For and on behalf of BoardFor M.Anandam & Co.,Chartered AccountantsFirm Registration Number: 000125S J. Lakshmana Rao A. Subramanyam

Chairman & Managing Director Deputy Managing DirectorDIN: 00649702 DIN: 00654046

B V Suresh KumarPartnerMembership No. 212187

A. Seshu Kumari Thakur Vishal SinghPlace : Hyderabad Chief Financial Officer Company SecretaryDate : 6th June, 2020 M.No.A41956

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

Sd/-

Sd/-

Sd/-

Sd/-

Sd/-

306

To the Members of Mold-Tek Packaging Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Mold-Tek Packaging Limited (hereafter referred to as “the Parent”) and its wholly owned subsidiary Mold-Tek Packaging FZE, UAE, (the Parent and its subsidiary together referred to as ‘the Group’) comprising of the Consolidated Balance Sheet as at 31st March, 2019, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), and the Consolidated Statement of Changes in Equity, and the Consolidated Cash Flow Statement for the year then ended, and notes to the financial statements, including a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of the other auditors on separate financial statements of subsidiary, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“the Act”), in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Group as at March 31, 2019, and its consolidated profit, consolidated total comprehensive income, consolidated changes in equity and its consolidated cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraphs (a), (b), (c) &(d) of other matters section below, is sufficient and appropriate to provide a basis for our opinion on the consolidated financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No.

Key Audit Matter Auditor’s Response

1 Revenue RecognitionRevenue from the sale of goods (hereinafter referred to as “Revenue”) is recognised when the Group performs its obligation to its customers and the amount of revenue can be measured reliably and recovery of the consideration is probable. The timing of such recognition is when the control over goods is transferred to the customer, which is mainly upon delivery.The timing of revenue recognition is relevant to the reported performance of the Company. The management considers revenue as a key measure for evaluation of performance. There is a risk of revenue being recorded before the control over goods is transferred.Refer Note 2 to the consolidated financial statements – Significant Accounting Policies.

Principal Audit ProceduresOur audit approach was a combination of test of internal controls and substantive procedures including:• Assessing the appropriateness of Group’s revenue

recognition in line with Ind AS 115 – Revenue fromContracts with Customers.

• Evaluating the design and implementation of Group’scontrols in respect of revenue recognition.

• Testing the effectiveness of such controls over revenuecut off the year end.

• Testing the supporting documentation for salestransactions recorded during the period closer to theyear-end and subsequent to the year-end, includingexamination of credit notes issued after the year endto determine whether revenue was recognised in thecorrect period.

INDEPENDENT AUDITORS’ REPORT

307

Sr. No.

Key Audit Matter Auditor’s Response

2 Appropriateness of capitalisation of costs as per Ind AS 16 Property, Plant and EquipmentDuring the year, the Parent capitalised Rs.3297.62 lakhs as Property, plant and equipment in respect of its plants at Mysuru and Vizag.Given the significance of the capital expenditure, there is a risk that elements of costs that are ineligible for capitalization in accordance with the recognition criteria provided in Ind AS 16 - Property, Plant and Equipment are capitalized.

Refer Note 2 to the consolidated financial statements – Significant Accounting Policies.

Principal Audit Procedures We have performed the following procedures in relation to testing of capitalization of costs:• Understood, evaluated and tested the design and

operating effectiveness of key controls relating tocapitalization of various costs incurred in relation toProperty, Plant and Equipment.

• Performed test of details with focus on those itemsthat we considered significant due to their amount ornature and tested a number of items capitalized duringthe year against underlying supporting documents toascertain nature of costs and whether they meet therecognition criteria provided in Ind AS 16 in this regard.

• Reviewed the other costs which are debited toStatement of Profit and Loss, to ascertain whetherthese meet the criteria for capitalization.

Other Information

The Parent’s Board of Directors is responsible for the other information. The other information included in the annual report does not include the consolidated financial statements, standalone financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information included in the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Management’s Responsibility for the Consolidated Financial Statements

The Parent’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance, consolidated total comprehensive income, consolidated changes in equity and consolidated cash flows of the Group in accordance with the Ind AS and other accounting principles generally accepted in India. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the parent, as aforesaid.

In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are also responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are

308

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraudor error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriatein the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing ouropinion on whether the Parent has adequate internal financial controls system in place and the operating effectivenessof such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubton the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are requiredto draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if suchdisclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a goingconcern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including thedisclosures, and whether the consolidated financial statements represent the underlying transactions and events in amanner that achieves fair presentation.

Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other matters

a) We did not audit the financial statements in respect of the wholly owned subsidiary whose financial statements reflect total assets of Rs. 2293.88 Lakhs as at 31st March, 2019, total revenue of Rs.1334.12 Lakhs and net cash (outflows)/inflows amounting to Rs.1.50 Lakhs for the year ended on that date as considered in the consolidated financial statements. These financial statements have been subjected to audit procedures by other auditor whose report has

been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates

309

to the amounts and disclosures included in respect of wholly subsidiary is based solely on the report of other auditor. These financial statements and financial information have been audited for the period ended 31st December, 2018 and subject to audit procedures for the period from 1st January, 2019 to 31st March, 2019 by the other auditor since wholly owned subsidiary follows a different accounting period from that of the Parent.

b) The financial statements of the wholly owned subsidiary, located outside India, have been prepared in accordance withaccounting principles generally accepted in its country and which has been reviewed by other auditor under generallyaccepted auditing standards applicable in its country. The Management has converted the financial statements fromaccounting principles generally accepted in that country to accounting principles generally accepted in India. We haveaudited these conversion adjustments made by the Management. Our opinion in so far as it relates to the balancesand affairs of such subsidiary is based on the report of other auditor and the conversion adjustments prepared by theManagement and audited by us. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the report of the other auditorson separate financial statements of subsidiary, as referred to in ‘Other Matters’ paragraph, we report, to the extentapplicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purposes of our audit of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to the preparation of the aforesaid consolidatedfinancial statements have been kept so far as it appears from our examination of those books and returns andreports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other ComprehensiveIncome, Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement dealt with by thisReport are in agreement with the relevant books of account maintained for the purpose of the preparation of theconsolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Indian Accounting Standardsprescribed under Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Parent as on 31st March, 2019 takenon record by the Board of Directors of the Parent, none of the directors is disqualified as on 31st March, 2019 frombeing appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Parent and theoperating effectiveness of such controls, refer to our separate Report in “Annexure A”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements ofsection 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remunerationpaid by the Parent to its directors during the year is in accordance with the provisions of section 197 of the Act.

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according tothe explanations given to us:

i. The Group has disclosed the impact of pending litigations on its financial position in its consolidatedfinancial statements (Refer note 36);

ii. The Group did not have any long-term contracts including derivative contracts for which there were anymaterial foreseeable losses;

iii. There is no amount required to be transferred to the Investor Education and Protection Fund by the Parent.

For M.Anandam & Co.,Chartered accountants

(Firm Registration No.000125S)

M.R.VikramPlace: Hyderabad PartnerDate: 27th May, 2019 Membership No.021012

310

(Referred to in paragraph 1(f) under ‘Report on Other Legal Regulatory Requirements’ section of our report to the Members of Mold-Tek Packaging Limited of even date)

Report on the Internal Financial Controls under Clause (i of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Mold-Tek Packaging Limited (“the Parent”) as of 31 March 2019 in conjunction with our audit of the consolidated financial statements of the Group for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Parent’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Parent considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Parent’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Parent’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to

Annexure - A to the Independent Auditors’ Report

311

the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Parent has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2019, based on the internal control over financial reporting criteria established by the Parent considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For M.Anandam & Co.,Chartered accountants

(Firm Registration No.000125S)

M.R.VikramPlace: Hyderabad PartnerDate: 27th May, 2019 Membership No.021012

312

CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2019All amounts in ` lakhs, unless otherwise stated

Particulars NoteAs at

31 March 2019As at

31 March 2018I. ASSETS

Non-current assets(a) Property, Plant and Equipment 4.1 18745.53 13242.79 (b) Capital work-in-progress 4.2 1604.25 1475.94 (c) Investment property 4.3 5.36 5.49 (d) Intangible assets 4.4 30.87 29.27 (e) Intangible assets under development 4.5 19.17 14.01 (f) Financial assets

Investments 5.1 971.78 1031.06 Other financial assets 5.2 22.09 17.96

(g) Other non-current assets 6 986.28 740.98 Current assets(a) Inventories 7 4593.67 5232.41 (b) Financial assets

(i) Trade receivables 8.1 7036.99 8447.93 (ii) Cash and cash equivalents 8.2 15.41 18.64 (iii) Bank balances other than (ii) above 8.3 76.70 78.41 (iv) Loans 8.4 33.64 14.46 (v) Other financial assets 8.5 269.56 270.57

(c) Current tax assets (net) 9 136.01 37.51 (d) Other current assets 10 981.45 696.05 TOTAL ASSETS 35528.76 31353.48

II. EQUITY AND LIABILITIESEquity(a) Equity share capital 11 1384.55 1384.55 (b) Other equity 12 17781.98 15994.80 LiabilitiesNon-current liabilities(a) Financial liabilities

Borrowings 13 1894.68 823.10 (b) Provisions 14 203.28 200.95 (c) Deferred tax liabilities (net) 15 1306.05 1039.23 (d) Other non-current liabilities 16 17.16 34.65 Current Liabilities(a) Financial liabilities

(i) Borrowings 17.1 8395.43 8633.19 (ii) Trade payables 17.2

A. Dues to micro and small enterprises 27.18 77.13 B. Dues to creditors other than micro and small enterprises 1799.44 1712.15

(iii) Other financial liabilities 17.3 2312.13 1230.86 (b) Other current liabilities 18 250.41 194.05 (c) Provisions 19 156.47 28.82 TOTAL EQUITY AND LIABILITIES 35528.76 31353.48

Summary of significant accounting policies 2The accompanying notes are an integral part of the financial statements.

As per our report of even date. For and on behalf of BoardFor M.Anandam & Co.,Chartered AccountantsFirm Registration Number: 000125S J. Lakshmana Rao A. Subramanyam

Chairman & Managing Director Deputy Managing DirectorDIN: 00649702 DIN: 00654046

M R VikramPartnerMembership Number: 021012

A. Seshu Kumari Thakur Vishal SinghPlace : Hyderabad Chief Financial Officer Company SecretaryDate : 27th May, 2019 M.No.A41956

313

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2019All amounts in ` lakhs, unless otherwise stated

Particulars NoteYear ended

31 March 2019Year ended

31 March 2018I. Income

Revenue from operations 22 40571.88 35766.88 Other income 23 112.79 95.93

II. Total income 40684.67 35862.81III. Expenses

Cost of materials consumed 24 24621.50 20961.73 Excise duty - 1083.30Changes in inventories of finished goods and work-in-progress 25 (128.57) (372.08)Employee benefits expense 26 4327.18 3651.15 Finance costs 27 756.89 475.38 Depreciation and amortization expense 28 1610.13 1315.10 Other expenses 29 4719.75 4276.71 Total expenses 35906.88 31391.29

IV. Profit before tax (II - III) 4777.79 4471.52V. Tax expense:

(1) Current tax 1356.02 1392.49 (2) Excess tax provision written back (52.88) - (3) Deferred tax 282.84 295.36

VI. Profit for the year (IV-V) 3191.81 2783.67 VII. Other comprehensive income

a) Items that will not be reclassified to statement of profit and lossi) Remeasurement of defined employee benefit plans (45.86) (11.05)ii) Net change in fair value of financial instruments (59.28) (93.16)iii) Income tax relating to items (i &ii) above 16.03 3.86

b) Items that will be reclassified to profit or lossi) Exchange differences in translating the financial statements

of foreign operations 19.80 (2.42)

Other comprehensive income (net of tax ) (69.31) (102.77)VIII. Total comprehensive income for the year 3122.50 2680.90

Profit for the yearAttributable to:Owners of the parent 3191.81 2783.67 Non-controlling interests - - Total comprehensive income for the yearAttributable to:Owners of the parent 3122.50 2680.90 Non-controlling interests - -

IX. Earning per equity share (Face Value `5 each) 34(1) Basic 11.53 10.05 (2) Diluted 11.53 10.05

Summary of significant accounting policies 2The accompanying notes are an integral part of the financial statements.

As per our report of even date. For and on behalf of BoardFor M.Anandam & Co.,Chartered AccountantsFirm Registration Number: 000125S J. Lakshmana Rao A. Subramanyam

Chairman & Managing Director Deputy Managing DirectorDIN: 00649702 DIN: 00654046

M R VikramPartnerMembership Number: 021012

A. Seshu Kumari Thakur Vishal SinghPlace : Hyderabad Chief Financial Officer Company SecretaryDate : 27th May, 2019 M.No.A41956

314

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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2019 All amounts in ` lakhs, unless otherwise stated

Particulars 31 March 2019 31 March 2018 Cash flow from operating activitiesProfit before tax 4777.79 4471.52 Adjustments for:

Depreciation and amortisation expense 1643.82 1347.48 (Profit)/loss on disposal of property, plant and equipment (net) 1.89 7.79 Provision for doubtful debts 34.72 16.15 Fair value adjustments & fluctuation 56.10 (7.06)Finance costs 756.89 475.38 Dividend income (14.82) (12.70)Fair Valuation of investments (59.28) (93.16)Remeasurement of defined employee benefit plans (45.86) (11.05)

Change in operating assets and liabilities(Increase)/dcrease in trade receivables 1376.22 (2309.37)(Increase)/decrease in financial assets other than trade receivables (20.59) (92.43)(Increase) / decrease in other assets (556.52) (4.64)(Increase) / decrease in inventories 638.74 (1561.80)Increase in trade payables 37.34 551.17 Increase / (decrease) in other financial liabilities 531.49 (22.32)Increase / (decrease) in provisions 129.98 (657.05)Increase / (decrease) in other liabilities 64.80 (10.48)

Cash generated from operations 9352.71 2087.43Income taxes paid (1356.02) (1392.49)

Net cash inflow/(outflow) from operating activities 7996.69 694.94Cash flows from investing activities

Purchase of property, plant & equipment and intangible assets (8297.98) (4027.62)(Increase)/decrease in capital work-in-progress, etc., (133.47) (516.67)Dividend income from investments 14.82 12.70 Fair value changes in investments 59.28 93.16 Proceeds from sale of property, plant and equipment 1148.06 236.64

Net cash inflow/(outflow) from investing activities (7209.29) (4201.79)Cash flow from financing activities

Proceeds from non current borrowings (refer note 20) 2123.00 118.84 Repayment of non current borrowings (refer note 20) (583.66) (358.84)Proceeds/ (repayment) from current borrowings (refer note 20) (237.76) 4757.76 Dividend paid including corporate dividend tax (1335.32) (533.25)Finance costs (756.89) (475.38)

Net cash inflow/(outflow) from financing activities (790.63) 3509.13Net increase/(decrease) in cash and cash equivalents (3.23) 2.28 Cash and cash equivalents at the beginning of the financial Year 18.64 16.36 Cash and cash equivalents at the end of the Year 15.41 18.64Cash flow statement has been prepared under the Indirect method as set out in Ind AS - 7 specified under Section 133 of the Companies Act, 2013.The accompanying notes are an integral part of the financial statements.

As per our report of even date. For and on behalf of BoardFor M.Anandam & Co.,Chartered AccountantsFirm Registration Number: 000125S J. Lakshmana Rao A. Subramanyam

Chairman & Managing Director Deputy Managing DirectorDIN: 00649702 DIN: 00654046

M R VikramPartnerMembership Number: 021012

A. Seshu Kumari Thakur Vishal SinghPlace : Hyderabad Chief Financial Officer Company SecretaryDate : 27th May, 2019 M.No.A41956

316

CONSOLIDATED NOTES FORMING PART OF THE FINANCIAL STATEMENTS1 Group Information:

Mold-Tek Packaging Limited (‘the Parent’) is a public limited Company incorporated in India having its registered office at Hyderabad, Telangana, India. The Group is involved in the manufacturing of injection-molded containers. Mold-Tek Packaging FZE is the wholly owned subsidiary incorporated in UAE (together referred to as Group).

2 Significant Accounting Policies:

This note provides a list of the significant accounting policies adopted in the preparation of the financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.

a) Statement of Compliance:

The financial statements are prepared in accordancewith Indian Accounting Standards (Ind AS) notifiedunder the Companies (Indian Accounting Standards)Rules, 2015 as amended by the Companies (IndianAccounting Standards) Amendment Rules, 2016and Companies (Indian Accounting Standards)Amendment Rules, 2017, the relevant provisions ofthe Companies Act, 2013 (‘the Act’) and guidelinesissued by the Securities and Exchange Board of India(SEBI), as applicable.

b) Basis of preparation:

The Consolidated Financial Statements (CFS) includethe financial statements of the Company and itswholly owned subsidiary. The assets, liabilities,income and expenses of the wholly owned subsidaryis aggregated and consolidtaed line by line. Profit orloss and each component of other comprehensiveincome are attributed to the owners. All intragroupassets and liabilities, equity, income, expenses andcash flows relating to transactions between membersof the Group are eliminated in full on consolidation.The financial statements have been prepared underthe historical cost convention with the exceptionof certain assets and liabilities that are required tobe carried at fair values as per Ind AS. Fair value isthe price that would be received to sell an asset orpaid to transfer a liability in an orderly transactionbetween market participants at the measurementdate.

c) Revenue recognition:

i) Revenue from contract with customers

Revenue is recognised when the performanceobligations have been satisfied, which is once

control of the goods is transferred from the Group to the customer. Revenue related to the sale of goods is recognised when the product is delivered to the destination specified by the customer, and the customer has gained control through their ability to direct the use of and obtain substantially all the benefits from the asset. Revenue is measured based on consideration specified in the contract with a customer which is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates and excludes amounts collected on behalf of third parties.

ii) Other income

Dividend income is recognised when the rightto receive the income is established.

Interest income is recognized on timeproportion basis taking into account theamount outstanding and the rate applicable.

Rental income from investment propertiesis recognised on a straight line basis over theterm of the relevant leases.

Export benefit under the duty free creditentitlements is recognized in the statementof profit and loss, when right to receive suchentitlement is established as per terms of therelevant scheme in respect of exports madeand where there is no significant uncertaintyregarding compliance with the terms andconditions of such scheme.

Sales tax incentives are recognized in thestatement of profit and loss, when right toreceive such entitlement is established asper terms of the relevant scheme and wherethere is no significant uncertainty regardingcompliance with the terms and conditions ofsuch scheme.

d) Borrowing costs:

Borrowing costs directly attributable to theacquisition, construction or production of qualifyingassets, which are assets that necessarily take asubstantial period of time to get ready for theirintended use or sale, are added to the cost of thoseassets, until such time as the assets are substantiallyready for the intended use or sale.

Investment income earned on the temporaryinvestment of specific borrowings pending their

317

expenditure on qualifying assets is deducted from the borrowing cost eligible for capitalization.

Other borrowings costs are expensed in the period in which they are incurred.

e) Employee benefits:

(i) Short-term obligations

Liabilities for wages and salaries, includingnon-monetary benefits that are expected tobe settled wholly within 12 months after theend of the period in which the employeesrender the related service are recognized inrespect of employees’ services up to the end ofthe reporting period and are measured at theamounts expected to be paid when the liabilitiesare settled. The liabilities are presented ascurrent employee benefit obligations in thebalance sheet.

(ii) Other long-term employee benefit obligations

The liabilities for earned leave is not expectedto be settled wholly within 12 months afterthe end of the period in which the employeesrender the related service. They are thereforemeasured at the present value of expectedfuture payments to be made in respect ofservices provided by employees up to the endof the reporting period using the projected unitcredit method. The benefits are discountedusing the market yields at the end of thereporting period that have terms approximatingto the terms of the related obligations.Remeasurements as a result of the experienceadjustments and changes in actuarialassumptions are recognized in profit or loss.The obligations are presented as currentliabilities in the balance sheet if the entitydoes not have an unconditional right to defersettlement for at least twelve months after thereporting period, regardless of when the actualsettlement is expected to occur.

(iii) Gratuity obligations

The liability or assets recognized in the balancesheet in respect of gratuity plans is the presentvalue of the defined benefit obligation at theend of the reporting period less the fair valueof plan assets. The defined benefit obligationis calculated annually by actuaries using theprojected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognized immediately in profit or loss. The gratuity liability is covered through a recognized Gratuity Fund managed by Life Insurance Corporation of India and the contributions made under the scheme are charged to statement of profit and loss.

(iv) Defined contribution plans

The Group pays provident fund contributionsto publicly administered funds as per localregulations wherever applicable. The Grouphas no further payment obligations once thecontributions have been paid. The contributionsare accounted for as defined contributionplans and the contributions are recognized asemployee benefit expense when they are due.

(v) Bonus plans

The Group recognizes a liability and an expensefor bonuses wherever applicable. The Grouprecognizes a provision where contractuallyobliged or where there is a past practice thathas created a constructive obligation.

f) Income taxes

Tax expense for the year comprises current anddeferred tax.

CONSOLIDATED NOTES FORMING PART OF THE FINANCIAL STATEMENTS

318

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the applicable tax rates and the provisions of the Income-tax Act, 1961 and other applicable tax laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary differences arise from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Tax relating to items recognized directly in equity or other comprehensive income is recognised in equity or other comprehensive income and not in the statement of profit and loss.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they are related to income taxes levied by the same tax authority, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

g) Property, Plant and Equipment (PPE):

PPE is carried at cost less accumulated depreciation

and impairment losses, if any. The cost of PPE comprises of purchase price, applicable duties and taxes net of input tax credit, any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying fixed assets, upto the date the asset is ready for its intended use.

All other repair and maintenance costs, including regular servicing, are recognised in the statement of profit and loss as incurred. When a replacement occurs, the carrying value of the replaced part is de-recognised. Where an item of PPE comprises major components having different useful lives, these components are accounted for as separate items.

Leasehold improvements are stated at cost including taxes, freight and other incidental expenses incurred, net of input tax credits availed. The depreciation is provided over the life estimated by the management.

Self constructed assets (Moulds): The Group transfers all the directly attributable expenditure incurred towards construction of moulds including depreciation on actual cost basis.

PPE retired from active use and held for sale are stated at the lower of their net book value and net realizable value and are disclosed separately.

An item of PPE is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of PPE is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the statement of profit and loss.

h) Expenditure during construction period andintangible assets under development:

Expenditure during construction period (includingfinance cost related to borrowed funds forconstruction or acquisition of qualifying PPE) isincluded under capital work-in-progress and thesame is allocated to the respective PPE on thecompletion of their construction.

Intangible assets under developement includes theexpenditure incurred for acquistion of intangibleassets.

i) Depreciation:

Depreciation is the systematic allocation of the

CONSOLIDATED NOTES FORMING PART OF THE FINANCIAL STATEMENTS

319

depreciable amount of PPE over its useful life and is provided on the straight line method over the useful lives as prescribed in Schedule II to the Act.

j) Intangible assets and amortization:

Intangible assets acquired separately are measuredon initial recognition cost and are amortized onstraight line method based on the estimated usefullives.

The amortization period and amortization methodare reviewed at each financial year end.

Computer software is amortized over a period of fiveyears.

k) Investment property:

Investment property is property held to earn rentalsand/or for capital appreciation (including propertyunder construction for such purposes). Investmentproperty is measured initially at cost, includingtransaction costs. Subsequent to initial recognition,investment properties are measured at cost modelwhich is in accordance with Ind AS 40.

An investment property is derecognised upondisposal or when the investment property ispermanently withdrawn from use and no furthereconomic benefits expected from disposal.Any gain or loss arising on derecognition ofthe property is included in profit or loss in theperiod in which the property is derecognised.Depreciation on building is provided over its usefullife of 30 years using the straight line method.

l) Impairment of assets:

Intangible assets and property, plant and equipment: Intangible assets and property, plant and equipmentare evaluated for recoverability whenever events orchanges in circumstances indicate that their carryingamounts may not be recoverable. For the purpose ofimpairment testing, the recoverable amount (i.e. thehigher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basisunless the asset does not generate cash flows thatare largely independent of those from other assets.In such cases, the recoverable amount is determinedfor the Cash Generating Unit (CGU) to which theasset belongs.

If such assets are considered to be impaired, theimpairment to be recognized in the statement ofprofit and loss is measured by the amount by whichthe carrying value of the assets exceeds the estimated

recoverable amount of the asset. An impairment loss is reversed in the statement of profit and loss if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

m) Inventories:

Inventories includes raw materials, work-in-progress,finished goods, stores & spares, packing materialsand other consumables. These are valued at lowerof cost and net realizable value (NRV). However, rawmaterials are considered to be realizable at cost, ifthe finished products, in which they will be used, areexpected to be sold at or above cost. Further, cost isdetermined on weighted average basis.

Materials in transit

Valuation of inventories of materials in transit isdone at cost.

Work-in-progress (WIP) and finished goods

Valued at lower of cost and NRV. Cost of finishedgoods and WIP includes cost of raw materials, cost ofconversion and other costs incurred in bringing theinventories to their present location and condition.Cost of inventories is computed on weighted averagebasis.

n) Provisions, contingent liabilities and contingentassets :

The Group recognises provisions when there ispresent obligation as a result of past event and it isprobable that there will be an outflow of resourcesand reliable estimate can be made of the amountof the obligation. If the effect of the time value ofmoney is material, provisions are determined bydiscounting the expected future cash flows to netpresent value using an appropriate pre-tax discountrate that reflects current market assessments ofthe time value of money and, where appropriate,the risks specific to the liability. Unwinding of thediscount is recognised in the statement of profit andloss as a finance cost. Provisions are reviewed ateach reporting date and are adjusted to the reflectthe current best estimate.

A present obligation that arises from past eventswhere it is either not probable that an outflow of

CONSOLIDATED NOTES FORMING PART OF THE FINANCIAL STATEMENTS

320

resources will be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent liabilities are also disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group.

Contingent assets are not recognized in financial statements since this may result in the recognition of income that may never be realised.

o) Financial instruments:

Financial assets and financial liabilities are recognisedwhen the Group becomes a party to the contractualprovisions of the instrument.

Financial assets and financial liabilities are initiallymeasured at fair value. Transaction costs that aredirectly attributable to the acquisition or issue offinancial assets and financial liabilities (other thanfinancial assets and financial liabilities at fair valuethrough profit or loss) are added to or deductedfrom the fair value of the financial assets or financialliabilities, as appropriate, on initial recognition.Transaction costs directly attributable to theacquisition of financial assets or financial liabilitiesat fair value through profit or loss are recognisedimmediately in profit or loss.

Financial assets

(i) Financial assets carried at amortised cost

A financial asset is subsequently measured atamortised cost if it is held within a business modelwhose objective is to hold the asset in order to collectcontractual cash flows and the contractual terms ofthe financial asset give rise on specified dates tocash flows that are solely payments of principal andinterest on the principal amount outstanding.

(ii) Financial assets at fair value through othercomprehensive income

A financial asset is subsequently measured at fairvalue through other comprehensive income if itis held within a business model whose objective isachieved by both collecting contractual cash flowsand selling financial assets and the contractual termsof the financial asset give rise on specified dates tocash flows that are solely payments of principaland interest on the principal amount outstanding.Further, in case where the Group has made anirrevocable selection based on its business model,

for its investments which are classified as equity instruments, the subsequent changes in fair value are recognized in other comprehensive income.

(iii) Financial assets at fair value through profit or loss

A financial asset which is not classified in any ofthe above categories are subsequently fair valuedthrough profit or loss.

(iv) The Group recognizes loss allowances using theexpected credit loss (ECL) model for the financialassets which are not fair valued through profit orloss. Loss allowance for trade receivables with nosignificant financing component is measured at anamount equal to lifetime ECL. For all other financialassets, expected credit losses are measured at anamount equal to the 12-month ECL, unless there hasbeen a significant increase in credit risk from initialrecognition in which case those are measured atlifetime ECL. The amount of expected credit losses (orreversal) that is required to adjust the loss allowanceat the reporting date to the amount that is requiredto be recognised is recognized as an impairment gainor loss in the statement of profit and loss.

Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued bythe Group are classified according to the substanceof the contractual arrangements entered into andthe definitions of a financial liability and an equityinstrument.

Equity instruments

An equity instrument is any contract that evidencesa residual interest in the assets of the Group afterdeducting all of its liabilities. Equity instrumentsare recorded at the proceeds received, net of directissue costs.

Financial liabilities

Trade and other payables are initially measuredat fair value, net of transaction costs, and aresubsequently measured at amortised cost, using theeffective interest rate method where the time valueof money is significant.

Interest bearing bank loans, overdrafts and unsecuredloans are initially measured at fair value and aresubsequently measured at amortised cost usingthe effective interest rate method. Any differencebetween the proceeds (net of transaction costs)and the settlement or redemption of borrowings is

CONSOLIDATED NOTES FORMING PART OF THE FINANCIAL STATEMENTS

321

recognised over the term of the borrowings in the statement of profit and loss.

Derecognition of financial instruments

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognized from the Group’s balance sheet when the obligation specified in the contract is discharged or cancelled or expires.

Fair value of financial instruments

In determining the fair value of its financial instruments, the Group uses a variety of methods and assumptions that are based on market conditions and risks existing at each reporting date. The methods used to determine fair value include discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result in general approximation of value, and such value may or may not be realized.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Group or the counterparty.

p) Earnings per share :

The basic earnings per share is computed by dividingthe profit/(loss) for the year attributable to the equityshareholders by the weighted average number ofequity shares outstanding during the year. For thepurpose of calculating diluted earnings per share,profit/(loss) for the year attributable to the equityshareholders and the weighted average number ofthe equity shares outstanding during the year areadjusted for the effects of all dilutive potential equityshares.

q) Cash and cash equivalents

Cash and cash equivalents include cash on hand anddemand deposits with banks. Cash equivalents are

short-term balances (with an original maturity of three months or less), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

r) Transactions in foreign currencies

The presentation currency of the Group is IndianRupee.

Transactions in foreign currencies are recorded at theexchange rates prevailing on the date of transaction.

Foreign currency monetary assets and liabilities suchas cash, receivables, payables, etc., are translated atyear end exchange rates.

Exchange differences arising on settlement oftransactions and translation of monetary itemsare recognised as income or expense in the year inwhich they arise.

s) Segment reporting

An operating segment is a component of the Groupthat engages in business activities from which it mayearn revenues and incur expenses, whose operatingresults are regularly reviewed by the Group’s chiefoperating decision maker to make decisions for whichdiscrete financial information is available. Based onthe management approach as defined in Ind AS 108,the chief operating decision maker evaluates theGroup’s performance and allocates resources basedon an analysis of various performance indicators bybusiness segments and geographic segments.

t) Government grants

Grants from the government are recognised at fairvalue where there is a reasonable assurance that the grant will be received and the Group will comply withall attached conditions. Government grants relatingto income are deferred and recognised in the profitor loss over the period necessary to match themwith the costs they are intended to compensateand presented within other income. Governmentgrants relating to the purchase of property, plant andequipment are included in non-current liabilities asdeferred income and are credited to the statementof profit and loss on a straight line basis over theexpected lives of the related assets and presentedwithin other income. The benefit of a governmentloan at below current market rate of interest istreated as a government grant.

CONSOLIDATED NOTES FORMING PART OF THE FINANCIAL STATEMENTS

322

u) Leases

The Group determines whether an arrangementcontains a lease by assessing whether the fulfillmentof a transaction is dependent on the use of a specificasset and whether the transaction conveys the rightto use that asset to the Group in return for payment.Where this occurs, the arrangement is deemed toinclude a lease and is accounted for either as financeor operating lease.

The Group as lessee

Operating lease – Rentals payable under operating leases are charged to the statement of profit and loss on a straight line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are utilised.

The Group as lessor

Operating lease – Rental income from operating leases is recognised in the statement of profit and loss on a straight line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset is diminished. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying value of the leased asset and recognised on a straight line basis over the lease term.

v) Employee share based payments:

Equity- settled share-based payments to employeesare measured at the fair value of the employee stockoptions at the grant date. The fair value determinedat the grant date of the equity-settled share-basedpayments is amortised over the vesting period,based on the Group’s estimate of equity instrumentsthat will eventually vest, with a correspondingincrease in equity. At the end of each reportingperiod, the Group revises its estimate of the numberof equity instruments expected to vest. The impactof the revision of the original estimates, if any, isrecognised in the statement of profit and loss suchthat the cumulative expense reflects the revisedestimate, with a corresponding adjustment to theequity-settled employee benefits reserve.

w) Dividend distribution

Dividends paid (including income tax thereon)is recognised in the period in which the interimdividends are approved by the Board of Directors, or

in respect of the final dividend when approved by shareholders.

x) Rounding off amounts

All amounts disclosed in the financial statementsand notes have been rounded off to the nearestlakhs as per the requirement of Schedule III, unlessotherwise stated.

y) Standards issued but not yet effective

The standards issued, but not yet effective up to thedate of issuance of the Group financial statementsare disclosed below.

Ind AS issued but not yet effective: 30 March2019, the Ministry of Corporate Affairs (“MCA”)vide the Companies (Indian Accounting Standards)Amendment Rules, 2019 has notified the followingnew and amendments to Ind AS which the Group hasnot applied as they are effective for annual periodsbeginning on or after 1 April, 2019:

1. The Rules have notified the new lease standard Ind AS116, Leases. Ind AS 17, Leases has been withdrawn. TheRules also bring in consequential amendments to otherInd AS as a result of notification of Ind AS 116. The Groupis assessing the implication of the above change.

2. Appendix C to Ind AS 12, Income taxes has been inserted.The appendix provides accounting for uncertainty overincome tax treatments. The Group is assessing theimplication of the above change.

3. New paragraph 57A has been added to Ind AS 12 to clarifythat the income tax consequences of dividends on financialinstruments classified as equity should be recognisedaccording to where the past transactions or events thatgenerated distributable profits were recognised. Thisamendment is not applicable to the Group.

4. Amendment to Ind AS 19, Employee Benefits. Thisamendment requires an entity to: (i) Use updatedassumptions to determine current service cost and netinterest for the remainder of the period after a planamendment, curtailment or settlement; and (ii) Recognisein profit or loss as part of past service cost, or a gain orloss on settlement, any reduction in a surplus, even ifthat surplus was not previously recognised because ofthe impact of the asset ceiling. This amendment will notimpact the financial statements of the Group.

5. Amendment to Ind AS 23, Borrowing Costs to clarify that ifa specific borrowing remains outstanding after a qualifying

CONSOLIDATED NOTES FORMING PART OF THE FINANCIAL STATEMENTS

323

asset is ready for its intended use or sale, it becomes part of general borrowings. The Group is assessing the implication of the above change.

6. Amendment to Ind AS 28, Investments in associatesand joint ventures. Investors could have long-terminterests (for example, preference shares or long-termloans) in an associate or joint venture that form part ofthe net investment in the associate or joint venture. Theamendment clarifies that these long-term interests in anassociate or joint venture to which the equity method isnot applied should be accounted for using Ind AS 109,Financial instruments. The requirements of Ind AS 109are applied to long-term interests before applying the lossallocation and impairment requirements of Ind AS 28. Anillustrative example is also provided in Appendix A of IndAS 28. This amendment is not applicable to the Group.

7. Amendment to Ind AS 109 to enable an entity to measureat amortised cost some prepayable financial assets withnegative compensation. This amendment will not impactthe financial statements of the Group.

8. Amendment has been made to Ind AS 103, Businesscombinations and Ind AS 111, joint arrangementsto clarify measurement of previously held interest inobtaining control/joint control over a joint operation asfollows: (i) On obtaining control of a business that is ajoint operation, previously held interest in joint operation

is remeasured at fair value at the acquisition date; (ii) A party obtaining joint control of a business that is joint operation should not remeasure its previously held interest in the joint operation. This amendment is not applicable to the Company.

3 Use of estimates and critical accounting judgements

In preparation of the financial statements, the Group makes judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and the associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and future periods affected.

Significant judgements and estimates relating to the carrying values of assets and liabilities include useful lives of property, plant and equipment and intangible assets, impairment of property, plant and equipment, intangible assets and investments, provision for employee benefits and other provisions, recoverability of deferred tax assets, commitments and contingencies.

CONSOLIDATED NOTES FORMING PART OF THE FINANCIAL STATEMENTS

324

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328

5.1. Investments

Particulars As at

31 March 2019As at

31 March 2018

Designated at Fair value through Other Comprehensive Income (FVOCI)

Investments in equity instruments (quoted - fully paid up)

Mold-Tek Technologies Limited 971.78 1,031.06

21,17,165 (P.Y-2,117,165) shares of `2 each

Total 971.78 1,031.06

Aggregate amount of quoted investments 971.78 1,031.06

Aggregate amount of impairment of investments - -

5.2. Other financial assets (non - current)

ParticularsAs at

31 March 2019As at

31 March 2018

Earmarked balances

Margin money deposits against banks guarantees 22.09 17.96

Total 22.09 17.96

6. Other non-current assets

ParticularsAs at

31 March 2019As at

31 March 2018

Unsecured, considered good

Capital advances 381.49 522.73

Unamortised lease premium 338.37 -

Deposits with government and others 266.42 218.25

Total 986.28 740.98

a) Capital advances includes an amount paid towards aquisition of machinery `305.11 lakhs (P.Y `416.73 lakhs) towardsconstruction of buildings `16.02 lakhs (P.Y `79.91 lakhs) and advance paid towards purchase of land `60.36 lakhs.

b) Deposits with government bodies include amounts kept as security deposit with electricity departments `163.20 lakhs (P.Y`133.20 lakhs) with respective state governments where in the business facilities are situated. Other deposits include EMDand security deposits of `39.12 lakhs (P.Y `32.59 lakhs) with customers and Rental deposits of `27.85 Lakhs (P.Y `22.70lakhs).

7. Inventories

Particulars As at

31 March 2019As at

31 March 2018

(Valued at lower of cost and net realizable value)

a) Raw material 1389.63 2606.25

b) Work-in-progress 805.99 719.31

c) Finished goods 872.91 826.06

{including material in transit of `176.81 lakhs (2018-`219.19 lakhs)}

d) Packing materials 72.61 48.84

e) Stores & spares 71.41 60.86

f) Consumables 1381.12 971.09

Total 4593.67 5232.41

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

329

8.1. Trade receivables

ParticularsAs at

31 March 2019As at

31 March 2018

Unsecured, considered good 7112.74 8488.96

Less: Allowance for expected credit loss 75.75 41.03

Total 7036.99 8447.93

8.2. Cash and cash equivalents

ParticularsAs at

31 March 2019As at

31 March 2018

a) Balances with banks

in current accounts 3.50 11.65

b) Cash on hand 11.91 6.99

Total 15.41 18.64

8.3. Bank balances other than (ii) above

ParticularsAs at

31 March 2019As at

31 March 2018

Earmarked balances

- Unpaid dividend bank accounts 76.70 78.41

Total 76.70 78.41

8.4. Loans (current)

ParticularsAs at

31 March 2019As at

31 March 2018Unsecured, considered good Employee advances 33.64 14.46 Total 33.64 14.46

8.5. Other financial assets (current)

Particulars As at

31 March 2019As at

31 March 2018

Sales tax incentive receivable* 235.92 226.99

Export benefits receivables** 16.06 34.26

Employee advances 17.58 9.32

Total 269.56 270.57

* During the year the Parent Company has received `100.15 lakhs against 85% of sales tax incentive from Maharashtra stategovernment on account of “Package Scheme of Incentives 2013”, pertaining to financial year 2015-16. The balance amountis expected to be received on completion of assessment. An amount of `109.08 lakhs (P.Y `91.05 lakhs)has been consideredas incentive receivable for financial year 2018-19.

** During the year the Parent Company has received `7.32 lakhs pertaining to financial year 2016-17 and `3.44 lakhs pertaining to financial year 2017-18 against export incentive under “Merchandise Exports from India Scheme”. An amount of `8.52 lakhs (P.Y `11.01 lakhs) has been considered as incentive receivable for financial year 2018-19. An amount of `3.36 lakhs pertaining to financial year 2015-16, `10.95 lakhs pertaining to financial year 2016-17 and `1.66 lakhs pertaining to financial year 2017-18 has been written off.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

330

9. Current tax assets/ (liabilities) (net)

ParticularsAs at

31 March 2019As at

31 March 2018

Opening balance 37.51 81.16

Add: Taxes paid pertaining to previous years 0.16 15.04

Add: Advance tax and TDS of current year 1,401.48 1,364.65

Less: Provision for current tax 1,303.14 1,392.49

Less: Taxes payable pertaining to previous years - 30.85

Total 136.01 37.51

10. Other current assets

ParticularsAs at

31 March 2019As at

31 March 2018

Prepaid expenses 40.09 134.40

Other receivables - 27.75

Supplier advances 308.56 360.69

GST input tax credit 537.41 153.99

Customs deposit 91.86 19.22

Unamortised lease premium 3.53 -

Total 981.45 696.05

11. Equity share capital

ParticularsAs at

31 March 2019As at

31 March 2018

Authorized

29,000,000 (P.Y 29,000,000) equity shares of `5 each 1450.00 1450.00

Total 1450.00 1450.00

Issued, subscribed & paid-up capital

27,691,052 (P.Y 27,691,052) equity shares of `5 each fully paid up 1384.55 1384.55

Total 1384.55 1384.55

a) 79,95,776 equity shares out of the issued, subscribed and paid up share capital were allotted in the financial year 2008-09pursuant to the Scheme of arrangement without payments being received in cash.

b) 46,625 equity shares of `10 each issued at a premium of `52.95 per share on 6th July, 2011 by way of Employee StockOption Scheme.

c) 12,40,000 equity shares of `10 each issued at a premium of `30 per share on 7th September, 2011 by way of Preferentialoffer.

d) 9,125 equity shares of ̀ 10 each issued at a premium of ̀ 52.95 per share on 19th December, 2011 by way of Employee StockOption Scheme.

e) 19,25,000 equity shares of `10 each issued at a premium of `35.80 per share on 4th February, 2012 by way of preferentialoffer.

f) 37,800 equity shares of `10 each issued at a premium of `52.95 per share on 5th July, 2012 by way of Employee StockOption Scheme.

g) 22,950 equity shares of `10 each issued at a premium of `52.95 per share on 28th June, 2013 by way of Employee StockOption Scheme.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

331

h) 25,100 equity shares of `10 each issued at a premium of `52.95 per share on 13th June, 2014 by way of Employee StockOption Scheme.

i) 39,800 equity shares of `10 each issued at a premium of `52.95 per share on 25th July, 2014 by way of Employee StockOption Scheme.

j) 24,98,350 equity shares of `10 each issued at a premium of `210.17 per share on 3rd February, 2015 by way of Qualifiedinstitutional placement.

k) 5,000 equity shares of `10 each issued at a premium of `52.95 per share on 9th April, 2015 by way of Employee StockOption Scheme.

l) Shareholders on February 3, 2016 approved the share split of `10 each, fully paid up into 2 (Two) equity shares of `5 eachfully paid up. The Board of Directors fixed the record date as February 18, 2016. On February 17, 2016 the Parent Companyhas sub-divided the existing fully paid equity shares of 1,38,45,526 with face of `10 each into 2,76,91,052 fully paid upshares with face value of `5 each.

(A) Movement in equity share capital:

Particulars Number of

shares Amount

Balance at 01 April, 2017 27,691,052 1384.55

Movement during the year - -

Balance at 31 March, 2018 27,691,052 1384.55

Movement during the year - -

Balance at March 31, 2019 27,691,052 1384.55

(B) Details of shareholders holding more than 5% shares in the Parent Company

Name of the shareholder As at

31 March 2019As at

31 March 2018

No. of Shares % holding No. of Shares % holding

J. Lakshmana Rao 2,555,445 9.23 2,555,445 9.23

A. Subramanyam 2,029,124 7.33 2,029,124 7.33

J. Sudha Rani 1,491,588 5.39 1,491,588 5.39

DSP Blackrock small cap fund 1,808,643 6.53 1,808,643 6.53

(C) Terms/Rights attached to equity shares

The Parent Company has only one class of equity shares having a face value of `5 each. Each holder of equity share isentitled to one vote per share. The Parent Company declares and pays dividends in Indian Rupees. The dividend proposedby the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the eventof liquidation of the Parent Company, the equity shareholders will be entitled to receive remaining assets of the ParentCompany, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity sharesheld by the shareholders.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

332

12. Other equity

ParticularsAs at

31 March 2019As at

31 March 2018

Reserves and surplus

Securities premium 7480.70 7480.70

Capital reserve 57.15 57.15

General reserve 1914.39 1914.39

Retained earnings 7692.08 5865.42

Exchange differences in translating the financial statements of foreign operations (17.79) (37.59)

Equity Instruments through Other Comprehensive Income 655.45 714.73

Total 17781.98 15994.80

(i) Securities premium

Particulars As at

31 March 2019As at

31 March 2018

Opening balance 7480.70 7480.70

Movement during the year - -

Closing balance 7480.70 7480.70

(ii) Capital reserve

Particulars As at

31 March 2019As at

31 March 2018

Opening balance 57.15 57.15

Movement during the year - -

Closing balance 57.15 57.15

(iii) General reserve

Particulars As at

31 March 2019As at

31 March 2018

Opening balance 1914.39 1509.53

Movement during the year - 404.86

Closing balance 1914.39 1914.39

(iv) Retained earnings

ParticularsAs at

31 March 2019As at

31 March 2018

Opening balance 5865.42 4060.89

Add: Profit for the year 3191.81 2783.67

Less: Dividends including tax (1335.32) (533.25)

Less: Remeasurements of post employment benefit obligation, net of tax (OCI) (29.83) (7.19)

Less: Transfer of profits to general reserve - (404.86)

Less: Others - (33.84)

Closing balance 7692.08 5865.42

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

333

(v) Exchange differences in translating the financial statements of foreign operations

Particulars As at

31 March 2019As at

31 March 2018

Opening balance (37.59) (33.51)

Exchange differences in translating the financial statements of foreign operations (2.42)

Other comprehensive income 19.80 (1.66)

Closing balance (17.79) (37.59)

(vi) Equity Instruments through Other Comprehensive Income

Particulars As at

31 March 2019As at

31 March 2018

Opening balance 714.73 807.89

Items of other comprehensive income recognised directly in retained earnings

- Net change in fair value of financial instruments (59.28) (93.16)

Closing balance 655.45 714.73

Nature and purpose of other reserves

(i) Securities premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised in accordance with theprovision of the Act.

(ii) Capital reserve

Capital reserve arised on account of amalgamation, transfer of forfeited shares amount, state subsidy and others. The reservecan be utilised in accordance with the provision of the Act.

(iii) General reserve

General reserve is used for strengthening the financial position and meeting future contingencies and losses.

(iv) Retained earnings

This reserve represents the cumulative profits of the Group and effects of remeasurement of defined benefit obligations. Thisreserve can be utilized in accordance with the provisions of the Companies Act, 2013.

(v) Exchange differences in translating the financial statements of foreign operations

This reserve contains the accumulated balance of foreign exchange differences arising on monetary items that, in substance,form part of the Group net investment in a foreign operation whose functional currency is other than Indian Rupees.

(vi) Equity Instruments through Other Comprehensive Income

This reserve represents the cumulative gains (net) arising on fair valuation of equity instruments, net of amounts reclassified,if any, to retained earnings when those instruments are disposed off.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

334

13. Borrowings (non- current)

ParticularsAs at

31 March 2019As at

31 March 2018

a) Secured loans

From banks

Term loans 1241.39 625.93

Vehicle loans 93.26 70.97

From others 500.00 -

b) Unsecured loans

Deferred payment liabilities- Sales tax deferment loan 60.03 126.20

Total 1894.68 823.10

a) Secured loans

i. Term loans from banks & financial institutions

During the year, the Parent Company has availed Term loans of `1000.00 lakhs each from CitiCorp (India) Limitedand Citi Bank for the purpose of setting up new facilities at Mysuru and Pudi (Visakhapatnam) respectively, which arerepayable in 12 and 18 equal quarterly installments with 6 months moratoriums.

As at the year end the Group has a total secured term borrowings of `2499.10 lakhs (CitiCorp (India) Limited`833.33 lakhs and CITI Bank `1665.77 lakhs). The same have been classified under non-current (`1741.39 lakhs) and

current liabilities (`757.72 lakhs).

The following assets of the Group are covered under the said securitization:

# Citi bank has first exclusive charge by way of equitable mortgage on the factory land & buildings situated at survey No.82/2A, Mhavashi Village, Khandala (Taluk), Satara District, Maharashtra State, belonging to the Parent Company.

# Citi Bank has first exclusive charge on plant, property and equipment of Satara and Daman Plant belonging to the Parent Company.

# Citi Bank has first Pari passu charge by way of equitable mortgage on the factory land & building situated at survey No.160/A, 161/1, 161/5, Bhimpore Village, Nani Daman, Diu & Daman, belonging to the Parent Company.

# Citi Bank has First exclusive charge on Plant & Machinery and other fixed assets of Mold-Tek Packaging FZE (Wholly Owned Subsidiary).

# CitiCorp (India) Limited has first exclusive charge by way of equitable mortgage on the factory land and buildings situated at Plot no.94, KIADB-Adakanhallu Industrial Area, Chikkaiahnachatra Hobli, Nanjangud Taluk, Mysore district, Karnataka belonging to the Parent Company.

# CitiCorp (India) Limited has first exclusive charge on plant & equipment and other properties at Mysore Unit belonging to the Parent Company.

# Citi Bank has first exclusive charge by way of equitable mortgage on the factory land & buildings situated at Plot no.2A, in Sy. nos 251P, 255P, 256P, 261P, IC-PUDI village, Rambilli Mandal, Visakhapatnam district, belonging to the Parent Company.

# Citi Bank has First exclusive charge on plant & equipment and other other properties at Vizag Unit belonging to the Parent Company.

# Personal guarantees of J. Lakshmana Rao, A. Subramanyam, P. Venkateswara Rao and J.Mytraeyi, directors of the Parent Company.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

335

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Repayment schedule:

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

Sales tax deferment loan

Value added tax 5.84 8.78 32.23 24.59

Central sales tax 87.09 21.11 6.85 7.34

Total 92.93 29.89 39.08 31.93

14. Provisions (non-current)

ParticularsAs at

31 March 2019As at

31 March 2018

For employee benefits

- Leave encashment 106.75 105.65

- Gratuity 96.53 95.30

Total 203.28 200.95

15. Deferred tax liabilities (net)

ParticularsAs at

31 March 2019As at

31 March 2018

a) Deferred tax assets

Expenses allowable on payment basis - 83.10

b) Deferred tax liabilities

Expenses allowed on payment basis (105.60) 160.28

Depreciation and amortisation 1411.65 962.05

Deferred tax liabilities (net) 1306.05 1039.23

Movement in deferred tax liabilities (net)

ParticularsWDV of depreciable PPE/Investment properties/

intangible assets

Expenses allowable on

payment basisTotal

As at 31st March, 2018 962.05 77.18 1039.23

(Charged )/ Credited

to statement of profit and loss 449.59 (198.80) 250.79

to Other comprehensive income - 16.03 16.03

As at 31 March, 2019 1411.64 (105.60) 1306.05

16. Other non-current liablities

ParticularsAs at

31 March 2019As at

31 March 2018

Deferred income - Sales tax deferment loan 17.16 34.65

Total 17.16 34.65

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

337

17.1. Borrowings (Current)

ParticularsAs at

31 March 2019As at

31 March 2018

Secured loans

Loans repayable on demand

Working capital loans from banks 8395.43 8633.19

Total 8395.43 8633.19

a) The Group has availed its fund based working capital requirements from multiple banks viz., ICICI Bank Ltd, Citi Bank N.A,Yes Bank Ltd and HSBC Ltd. Cash credit limits utilised as at the year end from the respective banks are as per the above table,while the total working capital limits sanctioned by the participating banks are in the table given below:

BankNature of Borrowing

Limits as at 31st March Balances as on 31st March

2019 2018 2019 2018

ICICI Bank Ltd CC* 1500.00 1500.00 1142.92 1290.42

ICICI Bank Ltd BG** 100.00 100.00 80.53 72.54

Yes Bank Ltd CC 1000.00 1000.00 793.18 951.08

HSBC Ltd CC 3000.00 3000.00 2690.30 2921.01

CITI Bank N.A CC 3000.00 2500.00 2776.00 2545.84

CITI Bank Dubai CC 1000.00 1000.00 993.03 924.83

Total 9600.00 9100.00 8475.96 8705.72

*CC-Cash Credit ** BG-Bank Guarantee

Working capital facilities from the banks are secured by hypothecation by way of first charge on the following assets of the Group: i) First Pari passu charge to the above four banks by way of hypothecation of the borrower’s entire current assets which inter-

alia include stocks of raw material, work in process, finished goods, consumable, stores & spares and such other movablesincluding Book debts, outstanding monies, receivables both present and future of such form satisfactory to the bank.

ii) First Pari passu charge to the above four banks by way of hypothecation of the borrower’s movable properties of the Group(Except those specifically charged for the wholly owned subsidiary Company’s borrowing).

iii) First Pari passu charge to the above four banks by way of equitable mortgage on the following Immovable properties of theGroup:-

I. First Charge by way of equitable mortgage of land measuring 6.5125 acres & building in Sy.No 54,55/A,70, 71&72of Annaram Village Near Air Force Academy, Jinnaram Mandal, Medak District, Telangana belonging to the ParentCompany.

II. First Charge by way of equitable mortgage of land Measuring 6413 Sq. Yards and building in Sy.No. 164 part,Dammarapochampally Village, Qutubullapur, R R District, Telangana belonging to the Parent Company.

III. First charge by way of equitable mortgage of land measuring 1066.63 Sq. Yards & buildings in Plot No. D-177 phase III,IDA, Jeedimetla, Qutballapur Mandal, R.R. District. Telangana belonging to the Parent Company.

IV. First charge by way of equitable mortgage of ground floor, Cellar area of building bearing municipal No. 8-2-293/82/A/700&700/1 on Plot No. 700 forming part of S.Y. No. 120(New) of Shaikpet Village and S.Y. No 102/1 of Hakim petVillage admeasuring 3653 SFT of the office space presently occupied by the vendee 50% or 930 SFT of reception areaof 1860 SFT all in relevance to the ground Floor 400 Sq.Yards out of 1955 Sq.Yds situated within the approved layout ofthe Jubilee Hills Co-operative House Building Ltd at Road No. 36 Jubilee hills, belonging to the Parent Company.

iv) Personal guarantees of J. Lakshmana Rao, A. Subramanyam, P.Venkateswara Rao and J. Mythreyi, directors of theParent Company.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

338

17.22. Trade payables

ParticularsAs at

31 March 2019As at

31 March 2018

Dues to micro enterprises and small enterprises (Refer Note below) 27.18 77.13

Dues to creditors other than micro enterprises and small enterprises 1799.44 1712.15

Total 1826.62 1789.28

Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

ParticularsAs at

31 March 2019As at

31 March 2018

(i) Principal amount remaining unpaid as at the end of the accounting year - -

(ii) Interest due thereon remaining unpaid as at the end of the accounting year - -

(iii) The amount of interest paid along with the amounts of the payment made to thesupplier beyond the appointed day during the accounting year

- -

(iv) The amount of interest due and payable for the year - -

(v) The amount of interest accrued and remaining unpaid at the end of the accountingyear

- -

(vi) The amount of further interest due and payable even in the succeeding year, until suchdate when the interest dues as above are actually paid

- -

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Group.

17.3. Other financial liabilities (current)

ParticularsAs at

31 March 2019As at

31 March 2018Current maturities of long term debts (Refer note 13) 935.60 385.82 Interest accrued but not due on loans 34.23 0.67 Unpaid dividend 76.70 78.41 Employee benefits payable 289.30 254.44 Outstanding expenses payable 274.52 238.99 Expenses payable to related parties 20.41 12.77 Capital creditors Dues to others 655.62 230.69 Security deposits 24.55 27.81 Others 1.20 1.26 Total 2312.13 1230.86

18. Other current liabilities

ParticularsAs at

31 March 2019As at

31 March 2018

Advances from customers 85.76 99.13

Deferred revenue grant - sales tax deferment loan 17.49 25.93

Statutory liabilities 147.16 68.99

Total 250.41 194.05

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

339

19. Provisions (Current)

ParticularsAs at

31 March 2019As at

31 March 2018

For employee benefits

- Leave encashment 67.77 2.67

- Gratuity 88.70 26.15

Total 156.47 28.82

20. Net debt reconciliation

ParticularsAs at

31 March 2019As at

31 March 2018

Opening balance of borrowings 9902.68 5391.98

Add:- Proceeds from non-current borrowings 2123.00 118.84

Less:- Repayment of non-current borrowings 583.66 358.84

Proceeds/ (repayment) from current borrowings (net) (237.76) 4757.76

Fair Value adjustment 56.10 (7.06)

Closing balance of borrowings 11260.36 9902.68

21. Employee benefits

(i) Leave obligations

The leave obligation covers the Group’s liability for earned leave which is unfunded.

(ii) Defined contribution plans

The Parent Company has defined contribution plan namely Provident fund. Contributions are made to providentfund at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fundadministered by the Government. The obligation of the Parent Company is limited to the amount contributed and ithas no further contractual nor any constructive obligation. The expense recognised during the year towards definedcontributions plan is as follows:

Particulars 31 March 2019 31 March 2018

Parent Company’s Contribution to Provident Fund 87.31 78.56

(iii) Post- employment obligations

a) Gratuity

The Parent Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. The amountof gratuity payable on retirement/termination is the employees last drawn basic salary per month computedproportionately for 15 days salary multiplied for the number of years of service. The Parent Company operatespost retirement gratuity plan with LIC of India. The present value of obligation is determined based on actuarialvaluation using the Projected Unit Credit Method, which recognises each period of service giving rise to additionalunit of employee benefit entitlement and measures each unit separately to build up the final obligation.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

340

The following table sets out the amounts recognised in the financial statements in respect of gratuity plan

ParticularsYear ended March

31, 2019Year ended March

31, 2018

Change in defined benefit obligations:

Obligation at the beginning of the year 299.30 218.44

Current service cost 35.31 25.71

Interest cost 23.33 16.37

Remeasurement (gains)/losses 45.20 13.46

Past service cost - 28.54

Benefits paid (4.96) (3.22)

Obligation at the end of the year 398.18 299.30

Change in plan assets:

Fair value of plan assets at the beginning of the year 202.76 91.05

Investment income 15.80 6.82

Employer’s contributions - 105.70

Benefits paid (4.96) (3.22)

Return on plan assets , excluding amount recognised in net interest expense (0.65) 2.41

Fair value of plan assets at the end of the year 212.95 202.76

Expenses recognised in the statement of profit and loss consists of:

Employee benefits expense:

Current service costs 35.31 25.71

Past service cost - 28.54

Net interest expenses 7.52 9.54

42.83 63.79

Other comprehensive income:

(Gain)/Loss on plan assets 26.67 7.17

Actuarial (gain)/loss arising from changes in financial assumptions 0.66 (2.41)

Actuarial (gain)/loss arising from changes in experience adjustments 18.54 6.30

45.87 11.06

Expenses recognised in the statement of profit and loss 88.70 74.85

Amounts recognised in the balance sheet consists of:

ParticularsAs at March 31,

2019As at March 31,

2018

Fair value of plan assets at the end of the year 212.95 202.76

Present value of obligation at the end of the year 398.18 299.30

Recognised as

Retirement benefit liability - Non-current 96.53 70.38

-current 88.70 26.15

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

341

Fair value of plan assets --- 100% with LIC of India

Expected contributions to post- employment benefit plans of gratuity for the year ending 31 March 2019 are `50.00 lakhs.

iv) Significant estimates and sensitivity analysis

The sensitivity of the defined benefit obligation to changes in key assumptions is:

Particulars Key assumptions

Defined benefit obligation

Increase in assumption by Decrease in assumption by

31 March 2019

31 March 2018

Rate 31 March 2019

31 March 2018

Rate 31 March 2019

31 March 2018

Discount rate 7.75% 7.50% 1% 349.14 262.89 1% 457.79 343.56

Salary growth rate 8.00% 7.00% 1% 452.61 340.78 1% 351.60 263.98

Attrition rate 1%/2%/3% 1%/2%/3% 0.5%/1%/1.5% 397.09 300.00 0.5%/1%/1.5% 393.39 298.47

The above sensitivity analysis is based on a change in each assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

v) Risk exposure

Through its defined benefit plans, the Group is exposed to a number of risks, the most significant of which are detailedbelow:

Interest rate risk:

The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the definedbenefit obligation will tend to increase.

Salary inflation risk:

Higher than expected increases in salary will increase the defined benefit obligation.

Demographic risk:

This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disabilityand retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends uponthe combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals becausein the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a longservice employee.

22. Revenue from operations

ParticularsYear ended

31 March 2019Year ended

31 March 2018

Revenue from contracts with customers

Sale of products 40422.44 35627.54

Other operating revenue

Export incentives 8.52 11.01

Sales tax incentives 109.08 111.93

Sale of scrap 31.84 16.40

Total 40571.88 35766.88

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

342

23. Other income

ParticularsYear ended

31 March 2019Year ended

31 March 2018

Rental income from Investment property 2.06 2.06

Dividend income 14.82 12.70

Amortisation of deferred Government grant 25.93 49.18

Interest income 25.20 18.16

Foreign exchange fluctuation gain (net) 44.78 13.83

Total 112.79 95.93

24. Cost of materials consumed

ParticularsYear ended

31 March 2019Year ended

31 March 2018

Raw Materials 20131.64 16779.19

Pigments 677.56 652.84

Handles 902.62 785.61

Printing Materials 1891.32 1654.38

Packing Materials 795.74 900.11

Other Consumables 222.62 189.60

Total 24621.50 20961.73

25. Changes in inventories of finished goods and work-in-progress

ParticularsYear ended

31 March 2019Year ended

31 March 2018Opening inventories Finished goods 826.06 445.24 Work-in-progress 725.38 734.12

(A) 1551.44 1179.36 Closing inventories Finished goods 872.90 826.06 Work-in-progress 807.11 725.38

(B) 1680.01 1551.44

Total (A-B) (128.57) (372.08)

26. Employee benefits expense

ParticularsYear ended

31 March 2019Year ended

31 March 2018

Salaries, wages and bonus 3932.35 3299.51

Contribution to provident and other funds 105.31 101.71

Gratuity 20.74 63.62

Leave encashment 82.91 20.47

Staff welfare expenses 185.87 165.84

Total 4327.18 3651.15

26.1 During the year, the Parent Company has taken acturial valuation including its directors. The expense is accounted after considering the amount existing provision.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

343

27. Finance costs

ParticularsYear ended

31 March 2019Year ended

31 March 2018

Interest on borrowings 714.65 462.10

Other borrowing costs 42.24 13.28

Total 756.89 475.38

28. Depreciation and amortization expense

ParticularsYear ended

31 March 2019Year ended

31 March 2018

Depreciation on property, plant and equipment 1633.24 1336.86

Depreciation on investment property 0.13 0.13

Amortisation of intangible assets 11.51 9.25

Less: Capitalized 34.75 31.14

Total 1610.13 1315.10

29. Other expenses

ParticularsYear ended

31 March 2019Year ended

31 March 2018

Power and fuel 1388.01 1227.92

Repairs and maintenance

Buildings 19.94 11.20

Plant and equipment 247.29 223.77

Moulds 99.45 97.68

Others 143.20 168.44

Insurance 37.75 36.57

Rates & taxes 52.58 41.88

Rent 245.58 207.06

Jobwork charges 231.13 238.51

Travelling & conveyance 171.71 168.40

Communication expenses 60.00 54.67

Printing & stationery 29.21 27.10

Professional & consultancy charges 64.37 47.33

Freight outwards 1652.04 1499.03

Advertisement expenses 1.93 4.71

Tax paid - Commercial taxes 73.42 63.81

Sales Promotion expenses 42.85 47.95

Payments to auditors (refer note 28(a) below) 11.45 13.00

Net Loss on disposal of property, plant and equipment 1.89 7.79

Directors’ sitting fee 3.80 1.40

Provision for doubtful debts 34.57 17.88

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

344

ParticularsYear ended

31 March 2019Year ended

31 March 2018

Excise duty on increase/(decrease) in inventories - (6.62)Corporate social responsibility expenditure (Refer note 28 (b) below) 33.93 17.98 MEIS claim receivable write-off 15.97 - Bank charges 6.85 10.88 Miscellaneous expenses 50.83 48.37 Total 4719.75 4276.71

29.(a) Payment to auditors:

ParticularsYear ended

31 March 2019Year ended

31 March 2018Statutory auditors -Statutory audit fee 7.50 6.50 -For other services (including fees for quarterly reviews) 3.14 6.50 -Certification charges 0.81 - Total 11.45 13.00

29.(b) Corporate social responsibility expenditure:

ParticularsYear ended

31 March 2019Year ended

31 March 2018Amount required to be spent as per Section 135 of the Act 84.33 68.81 Amount spent during the year on : 1. Construction/ acquisition of any assets* 18.43 35.62 2. On purposes other than (1) above * 15.50 25.00 Total 33.93 60.62 *These amounts represent expenditure incurred out of previous years obligation.

30. Reconciliation of tax expenses and the accounting profit multiplied by tax rate

ParticularsYear ended

31 March 2019Year ended

31 March 2018Profit before income tax expense 5146.42 4856.97 Tax at the Indian tax rate of 34.944% (2017-18: 34.608%) 1798.36 1680.90 Effect of non-deductible expense 592.63 522.87 Effect of allowances for tax purpose (1034.97) (811.28)Effect of deferred tax 282.84 295.36 Tax expense 1638.86 1687.85

31. Contingent Liabilities

The Parent Company has following contingent liabilities as at:

Particulars 31 March 2019 31 March 2018

Income tax * 43.45 217.61

VAT/CST 25.40 42.27

Total 68.85 259.88

*Includes `21.46 lakhs (P.Y `160.86 lakhs) paid under protest.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

345

Bank guarantees

The Parent Company has provided bank guarantees to the tune of ̀ 80.53 lakhs (P.Y 72.54 lakhs) comprising of bid securities and performance guarantees given to its customers / prospective customers.

Export Obligations

The Parent Company has fulfilled the entire export obligation to the tune of $18.17 lakhs (` 933.99 lakhs) as on 31st March 2016 the particulars of which are as below:

Of the total obligation $9.02 lakhs (`406.96 lakhs) was against the licenses utilized against import of machinery by erstwhile Mold-Tek Technologies Limited. The Parent has fulfilled the export obligations against these licenses by March 31, 2011. The details have been submitted to customs department for redemption of licenses. Including the licenses amounting to $6.36 Lakhs have been redeemed up to March 31, 2017, and redemption licenses for the balance $2.66 lakhs is awaited.

Further, Licenses granted under EPCG Scheme for import of machinery for which guarantee bonds valuing `96.00 lakhs were issued to customs department. The Parent has fulfilled the export obligation of $9.15 lakhs (`527.03 lakhs) against these licenses utilized for imports.

32. Commitments

Capital commitments

Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:

Particulars 31 March 2019 31 March 2018

Property, plant and equipment 1400.00 2453.00

Total 1400.00 2453.00

33. Related party transactions

Names of related parties and nature of relationships:

Names of the related parties Nature of relationship

i) Key Management Personnel (KMP):

J. Lakshmana Rao Chairman & Managing Director

A. Subramanyam Deputy Managing Director

P. Venkateswara Rao Deputy Managing Director

M. Srinivas whole-time Director (from 14 May, 2018)

A. Seshu Kumari Chief Financial Officer

Apeksha Naidu Company Secretary (Upto 30 April, 2018)

Thakur Vishal Singh Company Secretary (from 14 May, 2018)

ii) Non-whole-time Directors

J. Mytraeyi Director

iii) Relatives of key managerial personnel:

J. Navya Mythri Assistant Finance Controller

J. Rana Pratap Chief Manager of New Business Devlopment (from 1 October 2018)

S. Kavya Manager - Marketing & Co-ordination

iv) Enterprises in which key managerial personnel and/or their relatives have control:

Mold-Tek Technologies Limited

Friends Packaging Industries

Capricorn Industries

J.S. Sundaram & Co

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

346

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347

Particulars

Enterprises in which key managerial personnel and/or their relatives

have control

Relatives of key managerial

personnel

Key management personnel

2018-19 2017-18 2018-19 2017-18 2018-19 2017-18

Rent Received

Friends Packaging Industries 2.06 2.06

Personal Guarantee given to Bank

J. Lakshmana Rao 5609.00 5609.00

A. Subramanyam 4746.00 4746.00

P. Venkateswara Rao 655.70 655.70

Other Transactions

Mold-Tek Technologies Limited 7.64 43.49

Outstanding Payable/(Receivable) as at 31 March 2018

Friends Packaging Industries 31.03 20.39

Capricon Industries 23.90 21.51

Mold-Tek Technologies Limited 20.41 12.77

J.S. Sundaram & Co 1.63 0.03

34. Earnings per share (EPS)

ParticularsYear ended

31 March 2019Year ended

31 March 2018

Profit after tax (`) 3191.81 2783.67

Weighted average number of equity shares in calculating Basic and Diluted EPS (Nos in lakhs)

276.91 276.91

Face value per share (`) 5.00 5.00

Basic and Diluted earnings per share (`) 11.53 10.05

35. Leases

The Parent Company has taken land on operating lease at Mysuru from Karnataka Industrial Areas Development Board fora period of 99 years for the purpose setting up new plant and the same is completed & has started operations during theyear. Total lease Premium was paid on agreement itself and the same is amortised over the period of lease.

Particulars ` in lakhs

Amortisation of Lease premium

Not later than one year 3.53

Later than one year but not later than five years 17.63

Later than five years 320.71

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

348

36. Segment information

a) The Group’s Executive Chairman, Managing Director and Chief Financial officer examine the Group’s performancefrom a product prospective and have identified one operating segment viz Packaging Containers. Hence segmentreporting is not given.

b) Information about products:

Revenue from external customers - Sale of Packaging Containers `40,565.98 lakhs (P.Y `35,751.76 lakhs)

The Group has made external sales to the following customers meeting the criteria of 10% or more of the entityrevenue

Customer 1 - `10178.73 lakhs

Customer 2 - `4296.62 lakhs

Customer 3 - `3514.30 lakhs

37. Additional information, as required under Schedule Iii To The Companies Act, 2013, of enterprise consolidated assubsidiary:

Name of the Enterprise

Net Assets i.e. Total Assets minus Total

Liabilities

Share in Profit or Loss

Share in Other Comprehensive

Income

Share in Total Comprehensive

Income

As % of consoli-dated

Net As-sets

` lakhs

As % of consoli-dated

Profit or Loss

` lakhs

As % of consoli-dated Other

Compre-hensive Income

` lakhs

As % of consoli-dated Total

Compre-hensive Income

` lakhs

Parent

Mold-Tek Packaging Lim-ited

99.44 19060.0 75.52 2410.40 128.57 (89.11) 74.34 232.13

Subsidiary

Foreign

Mold-Tek Packaging FZE 0.56 106.54 24.48 781.41 (28.57) 19.80 25.66 80.12

38. Financial instruments and risk management

Fair values

a) The fair value of financial assets and liabilities is included at the amount at which the instrument could be exchangedin a current transaction between willing parties, other than in a forced or liquidation sale.

b) The fair value of trade receivables, trade payables and other current financial assets and liabilities is considered to beequal to the carrying amounts of these items due to their short term nature. Where such items are non-current innature, the same has been classified as Level 3 and fair value determined using discounted cash flow basis. Similarly,unquoted equity instruments where most recent information to measure fair value is insufficient, or if there is a widerange of possible fair value measurements, cost has been considered as the best estimate of fair value.

Set out below, is a comparision by class of the carrying amounts and fair value of the Group’s financial instruments, other than those with carrying amounts that are reasonable approximation of fair values:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

349

(i) Categories of financial instruments

Particulars Level31 March 2019 31 March 2018

Carrying amount

Fair value*Carrying amount

Fair value*

Non-current financial assets

- Measured at fair value through other comprehensiveincome

Investments 1 971.78 971.78 1,031.06 1,031.06

Other financial assets 3 22.09 22.09 17.96 17.96

Current

Trade receivables 3 7036.99 7036.99 8447.93 8447.93

Cash and cash equivalents 3 15.41 15.41 18.64 18.64

Other bank balances 3 76.70 76.70 78.41 78.41

Loans 3 33.64 33.64 14.46 14.46

Other financial assets 3 269.56 269.56 270.57 270.57

Total 7454.39 7,454.39 8847.97 8847.97

Financial liabilities

Measured at amortised cost

Non-current

Borrowings 3

- Banks 10,230.08 10,230.08 9,330.09 9,330.09

- Sales tax deferment loan 94.68 60.03 186.78 126.20

Current

Borrowings 3 8395.43 8395.43 8633.19 8633.19

Trade payables 3 1826.62 1826.62 1789.28 1789.28

Other financial liabilities 3 2312.13 2312.13 1230.86 1230.86

Total 22858.94 22824.29 21170.20 21109.62

*Fair value of instruments is classified in various fair value hierarchies based on the following three levels:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques, which maximise the use of observable market data and rely as little as possible on entity specific estimates. If significant inputs required to fair value an instruments are observable, the instrument is included in Level 2.

Level 3: If one or more of the significant inputs are not based on observable market data, the instruments is included in level 3.

There has been no change in the valuation methodology for Level 3 inputs during the year. The Group has not classified any material financial instruments under Level 3 of the fair value hierarchy. There were no transfers between Level 1 and Level 2 during the year.

Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Company could have realized or paid in sale transactions as of respective dates. As such, the fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date. In respect of investments as at the transaction date, the Company has assessed the fair value to be the carrying value of the investments as these companies are in their initial years of operations obtaining necessary regulatory approvals to commence their business.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

350

The fair value of trade receivables, trade payables and other current financial assets and liabilities is considered to be equal to the carrying amounts of these items due to their short-term nature. Where such items are non-current in nature, the same has been classified as Level 3 and fair value determined using discounted cash flow basis. Similarly, unquoted equity instruments where most recent information to measure fair value is insufficient, or if there is a wide range of possible fair value measurements, cost has been considered as the best estimate of fair value.

39. Financial risk management

The Company is exposed to market risk (fluctuation in foreign currency exchange rates, price and interest rate), liquidity risk and credit risk, which may adversely impact the fair value of its financial instruments. The Company assesses the unpredictability of the financial environment and seeks to mitigate potential adverse effects on the financial performance of the Company.

(A) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because ofchanges in market prices. Market risk comprises of currency risk, interest rate risk and price risk. Financial instrumentsaffected by market risk include loans and borrowings, trade receivables and trade payables involving foreign currencyexposure. The sensitivity analyses in the following sections relate to the position as at March 31, 2018 and March 31,2017.

The analysis exclude the impact of movements in market variables on the carrying values of financial assets andliabilties

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. Thisis based on the financial assets and financial liabilities held at 31 March 2018 and 31 March 2017.

(i) Foreign currency exchange rate risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changesin foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarilyto the trade/ other payables, trade/other receivables and derivative assets/liabilities. The risks primarily relate tofluctuations in US Dollar, AED against the functional currencies of the Group. The Group’s exposure to foreign currencychanges for all other currencies is not material. The Group evaluates the impact of foreign exchange rate fluctuationsby assessing its exposure to exchange rate risks.

The following tables demonstrate the sensitivity to a reasonably possible change in US dollors and AED exchangerates, with all other variables held constant. The impact on the consolidated profit before tax is due to changes in thefair value of monetary assets and liabilities.

(ii) Sensitivity

The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominatedfinancial instruments and from foreign forward exchange contracts:

Foreign Currency Exposure

ParticularsAs at March 31, 2019 As at March 31, 2018

AED USD AED USD

Loans and advances 2189397 - 1469108 -

Trade receivables 800,461 33979 1492581 (13409)

Trade payables 420316 - 112822

Borrowings - - - 163000

Net exposure to foreign currency risk 2989858 (386337) 2961689 (289231)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

351

Particulars

Increase/(decrease) in profit before tax

Increase/(decrease) in other components of equity

31 March 2019

31 March 2018

31 March 2019

31 March 2018

Change in AED

1% increase (0.56) 5.25 (0.36) 3.43

1% decrease 0.56 (5.25) 0.36 (3.43)

Change in USD

1% increase (2.68) (1.88) (1.74) (1.23)

1% decrease 2.68 1.88 1.74 1.23

The movement in the pre-tax effect is a result of a change in the fair value of monetary assets and liabilities denominated in US dollars and AED, where the functional currency of the entity is a currency other than US dollars and AED.

(iii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because ofchange in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarilyto the Group’s debt obligations with floating interest rates. As the Group has certain debt obligations with floatinginterest rates, exposure to the risk of changes in market interest rates are dependent of changes in market interestrates. Management monitors the movement in interest rate and, wherever possible, reacts to material movementsin such rates by restructuring its financing arrangement.

As the Group has no significant interest bearing assets, the income and operating cash flows are substantiallyindependent of changes in market interest rates.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portionof loans and borrowings affected. With all other variables held constant, the Group’s profit before tax is affectedthrough the impact on floating rate borrowings, as follows:

Particulars

Increase/(decrease) in profit

before tax

Increase/(decrease) in other

components of equity

31 March 2019

31 March 2018

31 March 2019

31 March 2018

Change in interest rate

increase by 100 basis points 93.73 62.83 60.98 41.09

decrease by 100 basis points (93.73) (62.83) (60.98) (41.09)

The assumed increase/decrease in interest rate for sensitivity analysis is based on the currently observable market environment.

(B) Credit risk

Financial assets of the Group include trade receivables, loans to wholly owned subsidiary, employee advances,security deposits held with government authorities and bank deposits which represents Group’s maximum exposureto the credit risk.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

352

With respect to credit exposure from customers, the Group has a procedure in place aiming to minimise collection losses. Credit control team assesses the credit quality of the customers, their financial position, past experience in payments and other relevant factors. The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including default risk associate with the industry and country in which customers operate. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. With respect to other financial assets viz., loans & advances, deposits with government and banks, the credit risk is insignificant since the loans & advances are given to its wholly owned subsidiary and employees only and deposits are held with government bodies and reputable banks. The credit quality of the financial assets is satisfactory, taking into account the allowance for credit losses.

Credit risk on trade receivables and other financial assets is evaluated as follows:

a) Expected credit loss for trade receivable under simplified approach:

Particulars 31 March 2019 31 March 2018

Gross carrying amount 7112.74 8488.96

Expected credit losses (Loss allowance provision) 75.75 41.03

Carrying amount of trade receivables 7036.99 8447.93

b) Expected credit loss for financial assets where general model is applied

The financial assets which are exposed to credit are loan to wholly owned subsidiary Company and employeeadvances.

Particulars 31-Mar-19 31 March 2018

Gross carrying amount

Loans - -

Employee advances 33.64 14.46

33.64 14.46

Expected credit losses - -

Net carrying amount

Loans - -

Employee advances 33.64 14.46

Total 33.64 14.46

(ii) Reconciliation of loss allowance provision on trade receivable

Particulars 2018-19 2017-18

Loss allowance at the beginning of the year 41.03 24.88

Changes in loss allowance during the year 34.72 16.15

Loss allowance at the end of the year 75.75 41.03

(iii) Significant estimates and judgements

Impairment of financial assets:

The impairment provisions for financial assets disclosed above are based on assumptions about risk of defaultand expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to theimpairment calculation, based on the Group’s past history, existing market conditions as well as forward lookingestimates at the end of each reporting period.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

353

(C) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding to meetobligations when due and to close out market positions. Group’s treasury maintains flexibility in funding by maintainingavailability under deposits in banks.

Management monitors cash and cash equivalents on the basis of expected cash flows.

(i) Financing arrangements:The Group had access to the following undrawn borrowing facilities at the end of the reporting period

ParticularsAs at

31 March 2019

31 March 2018

Expiring within one year (bank overdraft and other facilities) 1104.57 366.82

(ii) Maturities of financial liabilities

Contractual maturities of financial liabilities as at :

Particulars

31 March 2019 31 March 2018

Less than 12

months

More than 12

months

Less than 12

months

More than 12

months

Borrowings 8395.43 1894.68 8633.19 823.10

Trade payables 1826.62 - 1789.28 -

Other financial liabilities 2312.13 - 1230.86 -

Total 12534.18 1894.68 11653.33 823.10

(iii) Management expects finance cost to be incurred for the year ending 31 March 2019 is `936.02 lakhs.

40. Capital management

A. Capital management and gearing ratio

For the purpose of the Group’s capital management, capital includes issued equity capital, share premium and allother equity reserves attributable to the equity holders. The primary objective of the Group’s capital management isto maximise the shareholder value.

The Group manages its capital structure and makes adjustments in light of changes in economic conditions and therequirements of the financial covenants. The Group monitors capital using a gearing ratio, which is debt divided bytotal capital. The Group includes within debt, interest bearing loans and borrowings.

Particulars 31 March

2019 31 March

2018

Borrowings

Current 8395.43 8633.19

Non current 1894.68 823.10

Current maturities of non- current borrowings 935.60 385.82

Debt 11225.71 9842.11

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

354

Particulars 31 March

2019 31 March

2018

Equity

Equity share capital 1384.55 1384.55

Other equity 17781.98 15994.80

Total capital 19166.53 17379.35

Gearing ratio in % (Debt/ capital) 58.57 56.63

In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2019 and 31 March 2018.

B. Dividends

Particulars 31 March 2019 31 March 2018

Dividends recognised

Final dividend for the year ended 31 March 2018 of `2 (31 March 2017 - `1.6) per fully paid share

553.82 443.06

Interim dividend for the year ended 31 March 2018 of ̀ 2 (31 March 2017 - `2) per fully paid share

553.82 -

Dividend distribution tax on the above 227.68 90.20

Dividends not recognised

Interim dividend for the year ended 31 March 2019 of ̀ 2 (31 March 2018 of `2) per fully paid share. This dividend is declared on 2nd May, 2019,

553.82 553.82

For the year ended the directors have recommended the payment of final dividend of `2 per fully paid up equity share (March, 2018 - `2) in the board meeting dated 27th May, 2019. This proposed dividend is subject to the approval of share holders in the ensuing annual general meeting,

553.82 553.82

Dividend distribution tax on the above 227.68 227.68

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All amounts in ` lakhs, unless otherwise stated

As per our report of even date. For and on behalf of BoardFor M.Anandam & Co.,Chartered AccountantsFirm Registration Number: 000125S J. Lakshmana Rao A. Subramanyam

Chairman & Managing Director Deputy Managing DirectorDIN: 00649702 DIN: 00654046

M R VikramPartnerMembership Number: 021012

A. Seshu Kumari Thakur Vishal SinghPlace : Hyderabad Chief Financial Officer Company SecretaryDate : 27th May, 2019 M.No.A41956

355

356

DECLARATION

Our Company certifies that all relevant provisions of Chapter VI read with Schedule VII of the SEBI ICDR

Regulations have been complied with and no statement made in this Placement Document is contrary to the

provisions of Chapter VI and Schedule VII of the SEBI ICDR Regulations and that all material approvals and

permissions required to carry on our Company’s business have been obtained, are currently valid and have been

complied with. Our Company further certifies that all the statements in this Placement Document are true and

correct.

Signed by:

_______________

Janumahanti Lakshmana Rao

Chairman and Managing Director

Date: December 17, 2021

Place: Hyderabad

357

DECLARATION

We, the Board of Directors of the Company certify that:

I. the Company has complied with the provisions of the Companies Act, 2013 and the rules made

thereunder;

II. the compliance with the Companies Act, 2013 and the rules thereunder, does not imply that payment of

dividend or interest or repayment of preference shares or debentures, if applicable, is guaranteed by the

Central Government; and

III. the monies received under the Issue shall be used only for the purposes and objects indicated in this

Placement Document (which includes disclosures prescribed under Form PAS-4).

SIGNED ON BEHALF OF THE BOARD OF DIRECTORS

Signed by:

_______________

Janumahanti Lakshmana Rao

Chairman and Managing Director

Date: December 17, 2021

Place: Hyderabad

I am authorized by the Qualified Institution Placement Committee of the Board of Directors of the Company, vide

resolution dated December 17, 2021, to sign this form and declare that all the requirements of Companies Act,

2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto

have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and

complete and no information material to the subject matter of this form has been suppressed or concealed and is

as per the original records maintained by the promoters subscribing to the Memorandum of Association and the

Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and legibly

attached to this form.

Signed by:

_______________

Janumahanti Lakshmana Rao

Chairman and Managing Director

Date: December 17, 2021

Place: Hyderabad

358

MOLD – TEK PACKAGING LIMITED

Registered Office

8– 2 – 293/82/A/700, Ground Floor,

Road No. 36, Jubilee Hills,

Hyderabad – 500 033, Telangana, India

Website: www.moldtekpackaging.com

CIN: L21022TG1997PLC026542

Tel No.: +91-40300300/323;

E-mail: cs@moldtekpackaging.com

Company Secretary and Compliance Officer

Thakur Vishal Singh

8– 2 – 293/82/A/700, Ground Floor,

Road No. 36, Jubilee Hills,

Hyderabad – 500 033, Telangana, India

Tel No.: +91-40300300/323

E-mail: cs@moldtekpackaging.com

Book Running Lead Managers

Motilal Oswal Investment Advisors Limited

Motilal Oswal Tower, Rahimtullah Sayani Road,

Opposite Parel ST Depot, Prabhadevi

Mumbai - 400 025

Emkay Global Financial Services Limited

7th Floor, The Ruby, Senapati Bapat Marg, Dadar –

West, Mumbai 400 028

Legal Counsel to the Issue as to Indian Law

M/s. Crawford Bayley & Co.

State Bank Buildings, 4th Floor

N.G.N. Vaidya Marg, Fort

Mumbai 400 023

Maharashtra, India

Statutory Auditors of our Company

M/s. M. Anandam & Co.

Chartered Accountants

7 ‘A’, Surya Towers

Sardar Patel Road,

Secunderabad-500 003

Firm Registration Number: 000125S

359

SAMPLE APPLICATION FORM

An indicative format of the Application Form is set forth below:

(Note: The format of the Application Form included herein below is indicative and for the illustrative

purposes only and no Bids in this Issue can be made through the sample Application Form. Our Company,

in consultation with the BRLMs, shall identify Eligible QIBs and circulate serially numbered copies of this

Preliminary Placement Document and the Application Form, specifically addressed to such Eligible QIBs.

Any application to be made in the Issue should be made only upon receipt of serially numbered copies of

this Preliminary Placement Document and the Application Form and not on the basis of the indicative

format below.)

MOLD-TEK PACKAGING

LIMITED

APPLICATION

FORM

Form No.:

Date:

(Mold – Tek Packaging Limited was incorporated in the Republic of India under the provisions of Companies Act, 1956

on February 28, 1997 with Registration No. 026542)

Registered Office: 8 – 2 – 293/82/A/700, Ground Floor, Road No. 36, Jubilee Hills, Hyderabad – 500 033, Telangana,

India

Tel: +91-40 –4030 0300 | Website: www.moldtekpackaging.com | Email: cs@moldtekpackaging.com |

CIN: L21022TG1997PLC026542 | LEI: 335800MEF4APHWR3ZJ85

Name of the Bidder:

__________________________________________________________________________________________________ QUALIFIED INSTITUTIONS PLACEMENT OF [●] EQUITY SHARES OF FACE VALUE ₹ 5 EACH (THE “EQUITY SHARES”) FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (“ISSUE PRICE”) INCLUDING A PREMIUM OF ₹ [●] PER EQUITY SHARE AGGREGATING TO APPROXIMATELY ₹ [●] MILLION UNDER CHAPTER VI OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”) AND SECTION 42 OF THE COMPANIES ACT, 2013, AS AMENDED (THE “COMPANIES ACT”), READ WITH RULE 14 OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, AS AMENDED (THE “PAS RULES”), AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT AND THE RULES MADE THEREUNDER BY MOLD – TEK PACKAGING LIMITED (THE “COMPANY”) (HEREINAFTER REFERRED TO AS THE “ISSUE”). THE APPLICABLE FLOOR PRICE OF THE EQUITY SHARES IS ₹ 722.40 AND OUR COMPANY MAY OFFER A DISCOUNT OF UP TO 5% ON THE FLOOR PRICE, AS APPROVED BY THE SHAREHOLDERS. Only Qualified Institutional Buyers (“QIBs”) as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations and which (i) are not, (a) excluded pursuant to Regulation 179(2)(b) of the SEBI ICDR Regulations; (b) restricted from participating in the Issue under the SEBI ICDR Regulations and other applicable laws; (c) hold a valid and existing registration under the applicable laws in India (as applicable); and (d) are eligible to invest in the Issue and submit this Application Form, and (ii) are residents in India or Eligible FPIs (as defined hereinbelow) participating through Schedule II of the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (“FEMA Rules”); can submit this Application Form. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any other applicable state securities laws of the United States and, unless so registered, may not be offered, sold or delivered within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in ‘offshore transactions’ (as defined in Regulation S under the U.S. Securities Act) in reliance on Regulation S and the applicable laws of the jurisdiction where those offers and sales are made. You should note and observe the selling and transfer restrictions contained in the sections entitled “Selling Restrictions” and “Transfer Restrictions” in the accompanying preliminary placement document dated December 14, 2021 (the “PPD”). ELIGIBLE FPIs ARE PERMITTED TO PARTICIPATE UNDER SCHEDULE II OF THE FOREIGN EXCHANGE MANAGEMENT (NONDEBT INSTRUMENTS) RULES, 2019 (“FEMA RULES”) IN THIS ISSUE. ELIGIBLE FPIs ARE PERMITTED TO PARTICIPATE IN THE ISSUE SUBJECT TO COMPLIANCE WITH ALL APPLICABLE LAWS AND SUCH THAT THE SHAREHOLDING OF THE ELIGIBLE FPIs DO NOT EXCEED SPECIFIED LIMITS AS PRESCRIBED UNDER APPLICABLE LAWS IN THIS REGARD. ALLOTMENTS MADE TO AIFs AND VCFs IN THE ISSUE SHALL REMAIN SUBJECT TO THE RULES AND REGULATIONS APPLICABLE TO EACH OF THEM RESPECTIVELY, PURSUANT TO PRESS NOTE NO. 3 (2020 SERIES), DATED APRIL 17, 2020, ISSUED BY THE DEPARTMENT FOR PROMOTION OF INDUSTRY AND INTERNAL TRADE, GOVERNMENT OF INDIA AND RULE 6 OF FEMA RULES, INVESTMENTS BY AN ENTITY OF A COUNTRY WHICH SHARES LAND BORDER WITH INDIA OR WHERE THE BENEFICIAL OWNER OF SUCH INVESTMENT IS SITUATED IN OR IS A CITIZEN OF SUCH COUNTRY, MAY ONLY BE MADE THROUGH THE GOVERNMENT APPROVAL ROUTE. FVCIs ARE NOT PERMITTED TO PARTICIPATE IN THE ISSUE.

To,

The Board of Directors

MOLD-TEK PACKAGING LIMITED

Registered Office: 8 – 2 – 293/82/A/700,

Ground Floor, Road No. 36, Jubilee Hills,

Hyderabad – 500 033, Telangana

Dear Sirs,

On the basis of the serially numbered PPD of the Company and subject to the

terms and conditions contained therein, and in this Application Form, we hereby

submit our Application Form for the Allotment of the Equity Shares in the Issue,

at the terms and price indicated below. We confirm that we are an Eligible QIB in

terms of Regulation 2(1)(ss) of the SEBI ICDR Regulations and are not: (a)

excluded pursuant to Regulation 179(2)(b) of the SEBI ICDR Regulations; and (b)

restricted from participating in the Issue under the applicable laws, including SEBI

ICDR Regulations. We are not a promoter of the Company (as defined in the SEBI

ICDR Regulations), or any person related to the promoters of the Company,

directly or indirectly. Further, we confirm that we do not have any right under a

STATUS (Please tick for applicable category)

FI

Scheduled

Commercial Bank and Financial

Institutions

IC Insurance Companies

MF Mutual Funds VCF Venture Capital Funds**

NIF National

Investment Fund FPI

Foreign Portfolio

Investor*

IF Insurance Funds AIF Alternative Investment Funds

SI-

NBFC

Systematically

Important Non –

Banking Financial Companies

OTH

Others

________________

(Please specify)

*Foreign portfolio investors as defined under the Securities and

Exchange Board of India (Foreign Portfolio Investors)

360

shareholders’ agreement or voting agreement entered into with promoters or

persons related to promoters of the Company, veto rights or right to appoint any

nominee director on the board of directors of the Company. We confirm that we

are either a QIB which is resident in India, or an Eligible FPI, participating through

Schedule II of the FEMA Non-Debt Rules or a multilateral or bilateral

development financial institution eligible to invest in India under applicable law.

We specifically confirm that our Bid for the Allotment of the Equity Shares is not in violation to the amendment made to Rule 6(a) of the FEMA Rules by the

Central Government on April 22, 2020. We confirm that we are not an FVCI. We confirm that the Bid size / aggregate number of the Equity Shares applied for

by us, and which may be Allocated to us thereon will not exceed the relevant regulatory or approved limits and further confirm that our Bid will not result in

triggering an open offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the

“Takeover Regulations”).

We confirm, that we have a valid and existing registration under applicable laws and regulations of India, and undertake to acquire, hold, manage or dispose of

any Equity Shares that are Allotted to us in accordance with Chapter VI of the SEBI ICDR Regulations and undertake to comply with the SEBI ICDR Regulations,

and all other applicable laws, including any reporting obligations and the terms and conditions mentioned in the Preliminary Placement Document and this

Application Form. We confirm that, in relation to our application, each foreign portfolio investor (“FPI”) as defined under the Securities and Exchange Board of

India (Foreign Portfolio Investors) Regulations, 2019, as amended (other than individuals, corporate bodies and family offices), and including persons who have

been registered under these regulations (such FPIs, “Eligible FPIs”), have submitted a separate Application Form, and asset management companies of mutual

funds have specified the details of each scheme for which the application is being made along with the Application Amount and number of shares to be Allotted

under each scheme. We undertake that we will sign all such documents, provide such documents and do all such acts, if any, necessary on our part to enable us to

be registered as the holder(s) of the Equity Shares that may be Allotted to us. We confirm that the signatory is authorized to apply on behalf of the Bidder and the

Bidder has all the relevant authorisations. We note that the Company is entitled, in consultation with Motilal Oswal Investment Advisors Limited and Emkay

Global Financial Services Limited (the “BRLMs”), in their sole discretion, to accept or reject this Application Form without assigning any reason thereof.

We hereby agree to accept the Equity Shares applied for, or such lesser number of Equity Shares as may be Allocated to us, subject to the provisions of the

memorandum of association and articles of association of the Company, applicable laws and regulations, the terms of the PPD, Placement Document and the

CAN, when issued and the terms, conditions and agreements mentioned therein and request you to credit the same to our beneficiary account with the Depository

Participant as per the details given below, subject to receipt of Application Form and the Application Amount towards the Equity Shares that may be allocated to

us. The amount payable by us as Application Amount for the Equity Shares applied for has been/will be remitted to the designated bank account set out in this

Application Form through electronic mode, along with this Application Form prior to the Bid/Issue Closing Date and such Application Amount has been /will be

transferred from a bank account maintained in our name. We acknowledge and agree that we shall not make any payment in cash or cheque. We are aware that (i)

Allocation and Allotment in the Issue shall be at the sole discretion of the Company, in consultation with the BRLMs; and (ii) in the event that Equity Shares that

we have applied for are not Allotted to us in full or at all, and/or the Application Amount is in excess of the amount equivalent to the product of the Equity Shares

that will be Allocated to us and the Issue Price, or the Company is unable to issue and Allot the Equity Shares offered in the Issue or if there is a cancellation of

the Issue, or the listing of the Equity Shares does not occur in the manner described in the PPD, the Placement Document, the SEBI ICDR Regulations and other

applicable laws, the Application Amount or a portion thereof, as applicable, will be refunded to the same bank account from which the Application Amount was

paid by us. Further, we agree to comply with the rules and regulations that are applicable to us, including in relation to the lock-in and transferability requirements.

In this regard, we authorize the Company to issue instructions to the depositories for such lock-in and transferability requirements, as may be applicable to us.

We acknowledge and agree that (i) our names, address, contact details, PAN, bank account details and the number of Equity Shares Allotted, along with other

relevant information as may be required, will be recorded by the Company in the format prescribed in terms of the PAS Rules; (ii) in the event that any Equity Shares are Allocated to us in the Issue, we are aware pursuant to the requirements under Form PAS-4 of the PAS Rules that our names (as proposed Allottees)

and the percentage of our post-Issue shareholding in the Company will be disclosed in the Placement Document, and we are further aware that disclosure of such

details in relation to us in the Placement Document will not guarantee Allotment to us, as Allotment in the Issue shall continue to be at the sole discretion of the

Company, in consultation with the BRLMs; and; and (iii) in the event that Equity Shares are Allotted to us in the Issue, the Company will place our name in the register of members of the Company as a holder of such Equity Shares that may be Allotted to us and in the Form PAS-3 filed by the Company with the Registrar

of Companies (the “RoC”) as required in terms of the PAS Rules. Further, we are aware and agree that if we, together with any other QIBs belonging to the same

group or under common control, are Allotted more than 5% of the Equity Shares in the Issue, the Company shall be required to disclose our name, along with the names of such other Allottees and the number of Equity Shares Allotted to us and to such other Allottees, on the websites of the National Stock Exchange of India

Limited and BSE Limited (together, the “Stock Exchanges”), and we consent to such disclosures. In addition, we confirm that we are eligible to invest in Equity

Shares under the SEBI ICDR Regulations, circulars issued by the RBI and other applicable laws.

By signing and submitting this Application Form, we hereby confirm and agree that the representations, warranties, acknowledgements and agreements as provided

in the sections “Notice to Investors”, “Representations by Investors”, “Issue Procedure”, “Selling Restrictions” and “Transfer Restrictions” sections of the PPD and the terms, conditions and agreements mentioned herein are true and correct and acknowledge and agree that these representations and warranties are given by

us for the benefit of the Company and the BRLMs, each of whom is entitled to rely on, and is relying on, these representations and warranties in consummating

the Issue.

By signing and submitting this Application Form, we hereby represent, warrant, acknowledge and agree as follows: (1) we have been provided with a serially

numbered copy of the PPD along with the Application Form, have read it in its entirety including in particular, the section “Risk Factors” therein and we have relied only on the information contained in the PPD and not on any other information obtained by us either from the Company, the BRLMs or from any other

source, including publicly available information; (2) we will abide by the Preliminary Placement Document and the Placement Document, this Application Form,

the confirmation of allocation note (“CAN”), when issued, and the terms, conditions and agreements contained therein; (3) that if Equity Shares are Allotted to us pursuant to the Issue, we shall not sell such Equity Shares otherwise than on the floor of a recognised stock exchange in India for a period of one year from the

date of Allotment (4) we will not have the right to withdraw our Bid or revise our Bid downwards after the Bid/Issue Closing Date; (5) we will not trade in the

Equity Shares credited to our beneficiary account maintained with the Depository Participant until such time that the final listing and trading approvals for the Equity Shares are issued by the Stock Exchanges; (6) Equity Shares shall be Allocated and Allotted at the discretion of the Company, in consultation with the

BRLMs, and the submission of this Application Form and payment of the corresponding Application Amount by us does not guarantee any Allocation or Allotment

of Equity Shares to us in full or in part; (7) in terms of the requirements of the Companies Act, upon Allocation, the Company will be required to disclose names

and percentage of our post-Issue shareholding of the proposed Allottees in the Placement Document; however, disclosure of such details in relation to us in the Placement Document will not guarantee Allotment to us, as Allotment in the Issue shall continue to be at the sole discretion of the Company, in consultation with

the BRLMs; (8) the number of Equity Shares Allotted to us pursuant to the Issue, together with other Allottees that belong to the same group or are under common

control as us, shall not exceed 50% of the Issue and we shall provide all necessary information in this regard to the Company and the BRLMs. For the purposes of this representation: The expression ‘belong to the same group’ shall derive meaning from Regulation 180(2) of the SEBI ICDR Regulations, i.e., entities where

(i) any of them controls, directly or indirectly, through its subsidiary or holding company, not less than 15% of the voting rights in the other; (ii) any of them,

directly or indirectly, by itself, or in combination with other persons, exercise control over the others; or (iii) there is a common director, excluding nominee and independent directors, among the Eligible QIBs, its subsidiary or holding company and any other QIB; and ‘control’ shall have the same meaning as is assigned

to it under Regulation 2(1)(e) of the Takeover Regulations; (9) We agree to accept the Equity Shares applied for, or such lesser number of Equity Shares as may

be Allocated to us, subject to the provisions of the memorandum of association and articles of association of the Company, applicable laws and regulations, the terms of the Preliminary Placement Document and the Placement Document, this Application Form, the CAN upon its issuance and the terms, conditions and

agreements mentioned therein and request you to credit the same to our beneficiary account with the Depository Participant as per the details given below.

We acknowledge that the Equity Shares have not been and will not be registered under the U.S. 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 U.S. Securities Act and

Regulations, 2019, as amended, other than individuals,

corporate bodies and family offices who are not allowed to participate in the Issue.

** Sponsor and Manager should be Indian owned and

controlled.

361

applicable state securities laws. By signing and submitting this Application Form, we hereby represent, warrant, acknowledge and agree that we are

located outside the United States and are acquiring the Equity Shares in an “offshore transaction” as defined in, and pursuant to, Regulation S under

the U.S. Securities Act.

By signing and submitting this Application Form, we further represent, warrant and agree that we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of the prospective investment in the Equity Shares and we understand the risks involved in making

an investment in the Equity Shares. No action has been taken by us or any of our affiliates or representatives to permit a public offering of the Equity Shares in

any jurisdiction. We satisfy any and all relevant suitability standards for investors in Equity Shares, have the ability to bear the economic risk of our investment in the Equity Shares, have adequate means of providing for our current and contingent needs, have no need for liquidity with respect to our investment in Equity

Shares and are able to sustain a complete loss of our investment in the Equity Shares. We acknowledge that once a duly filled Application Form is submitted by

an Eligible QIB, whether signed or not, and the Application Amount has been transferred to the Escrow Account (as detailed below), such Application Form constitutes an irrevocable offer and cannot be withdrawn or revised downwards after the Bid/Issue Closing Date. In case Bids are being made on behalf of the

Eligible QIB and this Application Form is unsigned, we confirm that we are authorized to submit this Application Form and provide necessary instructions for

transfer of the Application Amount to the Escrow Account, on behalf of the Eligible QIB.

We confirm that we are eligible to invest and hold the Equity Shares of the Company in accordance with press note no. 3 (2020 Series), dated April 17, 2020,

issued by the Department for Promotion of Industry and Internal Trade, Government of India, wherein if the beneficial owner of the Equity Shares is situated in

or is a citizen of a country which shares land border with India, foreign direct investments can only be made through the Government approval route, as prescribed in the FEMA Rules.

BIDDER DETAILS (In Block Letters)

NAME OF BIDDER*

NATIONALITY

REGISTERED ADDRESS

CITY AND CODE

COUNTRY

PHONE NO. FAX NO.

MOBILE NO.

EMAIL ID

FOR ELIGIBLE FPIs** SEBI FPI REGISTRATION NO.

FOR MF SEBI MF REGISTRATION NO

FOR AIFs*** SEBI AIF REGISTRATION NO.

FOR VCFs*** SEBI VCF REGISTRATION NO.

FOR SI-NBFC RBI REGISTRATION DETAILS

FOR INSURANCE COMPANIES IRDAI REGISTRATION DETAILS.

*Name should exactly match with the name in which the beneficiary account is held. Application Amount payable on Equity Shares applied for by joint holders

shall be paid from the bank account of the person whose name appears first in the application. Mutual Fund Bidders are requested to provide details of the

bids made by each scheme of the Mutual Fund. Each Eligible FPI is required to fill a separate Application Form. Further, any discrepancy in the name as

mentioned in this Application Form with the depository records would render the application invalid and liable to be rejected at the sole discretion of the

Company and the BRLMs.

** In case you are an Eligible FPI holding a valid certificate of registration and eligible to invest in the Issue, please mention your SEBI FPI Registration

Number.

*** Allotments made to AIFs and VCFs in the Issue are subject to the rules and regulations that are applicable to each of them respectively, including in

relation to lock-in requirement. AIFs and VCFs should independently consult their own counsel and advisors as to investment in and related matters

concerning the Issue.

We are aware that the number of Equity Shares held by us in the Company, together with the number of Equity Shares, if any, Allocated to us in the Issue will be

aggregated to disclose the percentage of our post-Issue shareholding in the Company in the Placement Document in line with the requirements under PAS-4 of

the PAS Rules. For such information, the BRLMs have relied on the information provided by the RoC for obtaining details of our shareholding and we consent

and authorize such disclosure in the Placement Document.

NO. OF EQUITY SHARES BID FOR PRICE PER EQUITY SHARE

(RUPEES) APPLICATION AMOUNT (RUPEES)

(In Figures) (In Words) (In Figures) (In Words) (In Figures) (In Words)

DEPOSITORY ACCOUNT DETAILS

Depository Name (Please

)

National Security Depository

Limited Central Depository Services (India) Limited

Depository Participant

Name

DP – ID I N

Beneficiary Account

Number (16-digit beneficiary account. No. to be mentioned above)

362

PAYMENT DETAILS | REMITTANCE BY WAY OF ELECTRONIC FUND TRANSFER

By 01:00 PM (IST), DECEMBER 17, 2021 (“ISSUE CLOSING DATE”)

BANK ACCOUNT DETAILS FOR PAYMENT OF BID AMOUNT THROUGH ELECTRONIC FUND TRANSFER

Name of the

Account

MoldTek Packaging Limited QIP Escrow

Account Account Type Escrow Account

Name of Bank ICICI Bank Address of the Branch of the

Bank

ICICI bank, Capital Market Division,

122/1 Mistry Bhavan, Backbay

Reclamation, Churchgate, Mumbai –

400020

Account No. 000405131724 IFSC ICIC0000004

The demographic details like address, bank account details, etc. will be obtained from the Depositories as per the beneficiary account given above. However, for

the purposes of refund, if any, only the bank details as mentioned below, from which the Application Amount has been remitted for the Equity Shares applied for

in the Issue will be considered.

The Application Amount should be transferred pursuant to this Application Form only by way of electronic fund transfers, towards the Escrow Account. Payment

of the entire Application Amount should be made along with this Application Form on or before the closure of the Issue Period i.e. prior to or on the Bid/Issue

Closing Date. All payments must be made in favour of “MoldTek Packaging Limited QIP Escrow account”. The payment for subscription to the Equity Shares to

be allotted in the Issue shall be made only from the bank account of the person subscribing to the Equity Shares and in case of joint holders, from the bank account

of the person whose name appears first in this Application Form. You are responsible for the accuracy of the bank details mentioned below. You are aware

that the successful processing of refunds if, any, shall be dependent on the accuracy of the bank details provided by you. The Company and the BRLMs

shall not be liable in any manner for refunds that are not processed due to incorrect bank details.

RUPEE BANK ACCOUNT DETAILS (FOR REMITTANCE)

Bank Account Number

IFSC Code

Bank Name Bank Branch

Address

DETAILS OF CONTACT PERSON

Name:

Address:

Tel. No: Fax No:

Mobile No. ____________________________________________ Email: ___________________________________________

OTHER DETAILS ENCLOSURES ATTACHED

PAN Copy of PAN Card or PAN allotment letter**

FIRC

Copy of the SEBI registration certificate as a Mutual Fund

Copy of the SEBI registration certificate as an Eligible FPI

Copy of the SEBI registration certificate as an AIF

Copy of the SEBI registration certificate as a VCF

Certified copy of certificate of registration issued by the RBI as an SI-NBFC/

a scheduled commercial bank

Copy of the IRDA registration certificate

Copy of notification as a public financial institution

Certified true copy of the power of attorney

Other, please specify __________________

Date of

Application

Signature of

Authorised

Signatory (may

be signed either

physically of

digitally)

*A physical copy of the Application Form and relevant documents as required to be provided along with the Application Form shall be submitted as soon as

practicable.

**It is to be specifically noted that the Bidder should not submit the GIR number or any other identification number instead of the PAN, as the applications are

liable to be rejected on this ground, unless the Bidder is exempted from requirement of obtaining a PAN under the Income-tax Act, 1961.

Note 1: Capitalized terms used but not defined herein shall have the same meaning as ascribed to them in the PPD, unless specifically defined herein. This

Application Form and the PPD sent to you and the Placement Document which will be sent to you in electronic form, are specific to you and you may not distribute

or forward the same and are subject to the disclaimers and restrictions contained or accompanying these documents.

Note 2: This Application Form may be rejected if any information provided is incomplete or inadequate, at the discretion of the Company in consultation with the

BRLMs.