Koolking Industries India Limited

This section provides an overview of the industry and market context, drawing information from the CARE Report. It discusses the global economic outlook, including projections for growth and the impact of geopolitical tensions. The text details various economic projections for different regions and India's economic performance, noting its resilience and potential for future growth. Furthermore, it covers the impact of the Iran conflict on India's energy imports and the resulting cost transmission across various sectors.

This section provides various macroeconomic and sector-specific data points, including Gross Value Added (GVA) trends, per capita State Domestic Product (SDP) across different Indian states, Consumer Price Index (CPI) inflation figures, and household savings behavior. It also discusses the impact of inflation on retail fuel prices, the RBI's monetary policy stance, and the expected impact of the monsoon on inflation. Furthermore, it details shifts in household savings towards physical assets and the role of the rural economy in driving FMCG sector growth.

The text discusses various aspects of the Indian economy, including government measures aimed at revitalizing the rural sector through agricultural support, the potential of the growing middle class to drive economic growth, and fiscal consolidation targets. It also covers trends in fiscal deficits, investment in infrastructure, consumer spending, industrial production growth, and the government's focus on various sectors like services, manufacturing, and digital public infrastructure. Furthermore, the text touches upon the importance of human capital, macroeconomic stability, and demographic trends like population growth and the age dependency ratio.

The provided text discusses macroeconomic factors, including India's resilience against a challenging global environment, the potential impact of geopolitical tensions on trade, and domestic economic drivers. It highlights the growth potential in various sectors, particularly consumer electronics, transportation, and railways, driven by rising employment and infrastructure investment. Furthermore, the text details the growth trajectory of the Electronics System Design and Manufacturing (ESDM) market in India, noting government initiatives like the PLI scheme have significantly boosted local production capabilities.

The ESDM value chain in India involves several stages, starting with research and design, sourcing of raw materials, manufacturing processes like PCB assembly and integration, testing, and final distribution. Indian ESDM companies operate under four main business models: Original Design Manufacturing (ODM), Electronics System Design and Manufacturing (ESDM), Original Equipment Manufacturing (OEM), Job Work, and After-sales Service. The ODM model represents the highest value segment, involving complete product design and engineering. Various global companies are expanding their operations in India to diversify supply chains, with focus areas including consumer durables and automotive electronics. The market segmentation shows that the B2C channel leads domestically, but the IT segment is expected to grow significantly.

The electronics sector in India is experiencing significant growth driven by various factors, including digitization, rising incomes, and government support. The Consumer Electronics & Appliances (CEA) segment is expanding due to urbanization and changing lifestyles, while the Information Technology (IT) sector is expected to see increased demand for ESDM products. The Automotive segment is benefiting from the integration of digital experiences and safety features, supported by government schemes. Furthermore, the industry is shifting towards higher value-added services, including component manufacturing and system integration, to reduce import dependence and capitalize on global supply chain shifts like the China+1 strategy.

The text discusses trends in the electronics manufacturing sector, noting a shift towards a technology-driven ecosystem emphasizing innovation and sustainability, including environmental responsibility and ESG compliance. It details various government initiatives like the Production Linked Incentive (PLI) Scheme, which offers financial support for manufacturing in India, and the Scheme for Promotion of Manufacturing of Electronic Components and Semiconductors (SPECS), which incentivizes local component manufacturing. Furthermore, the Make in India initiative aims to strengthen domestic manufacturing by encouraging technology transfer and localization. The consumer durables industry is analyzed, showing global expansion driven by rising incomes and urbanization, with projections for significant growth in the Indian market, particularly for white goods. The Indian consumer durables sector covers a broad range of products, and while the market benefits from favourable fundamentals, it is structurally underpenetrated compared to other regions, presenting a long-term growth opportunity.

The consumer durables industry in India is being shaped by various factors including changing consumer preferences, government initiatives, and financing options. Replacement cycles for different product categories vary, with washing machines showing more variability than air conditioners, which have longer replacement cycles. Household electrification has been significantly accelerated by government programs, which has created a sustained pipeline of first-time buyers. Furthermore, access to credit, including various financing models, has lowered the upfront affordability barrier for consumers, expanding the market reach beyond urban households. Seasonal demand, driven by festivals and weather, also plays a crucial role in driving sales.

The consumer durables sector in India is experiencing strong growth, fueled by urbanization, rising disposable incomes, and changing lifestyles. Key market trends include the emergence of a shared economy for appliances, increased affordability due to technological advances, and the expansion into the consumer digital economy. Furthermore, the industry is seeing growth in the smart home market and the rise of niche health and wellness products. Government policies, such as the Production Linked Incentive Scheme for White Goods, are significantly shaping the industry's growth trajectory by encouraging domestic manufacturing.

The Indian air conditioner market is characterized by a mix of multinational and domestic brands competing based on product innovation, energy efficiency, pricing, distribution, and after-sales service. The market is seeing growth driven by increasing demand from Tier 2 cities and the impact of intense heatwaves, which are forcing consumers to purchase air conditioners as a necessity. The industry structure involves a hybrid sourcing model, with a trend towards outsourced manufacturing for components, although leading brands maintain control over final assembly. The market value has shown strong growth, supported by rising temperatures, disposable incomes, and consumer preference for energy-efficient systems.

The provided text discusses various market trends and growth projections across different segments of the Indian market, including housing, education, and air conditioners. It highlights the impact of government initiatives on the residential real estate market and the significant budgetary allocations towards the education sector. Furthermore, the text details the shift in the air conditioner market towards inverter technology and the growth projections for various air conditioner types, as well as the demand drivers for chillers and Variable Refrigerant Flow (VRF) systems.

The Indian air conditioner market shows a structural shift where split air conditioners dominate over window air conditioners, driven by consumer preference for higher efficiency and quieter operation. Imports of air conditioners have declined from FY2019 to FY2026, reflecting a transition towards domestic manufacturing supported by government initiatives like the Make in India program. Growth drivers include increasing global use of air conditioners due to rising temperatures, the growth of data centers, and the need for improved indoor air quality. Furthermore, urbanization and industrialization are boosting demand for both residential and commercial air conditioners. However, the industry faces challenges such as environmental pollution from refrigerants, potential health issues from prolonged use, and high technical barriers to entry.

The global refrigeration systems industry is transforming into a technology- and compliance-driven solutions ecosystem due to factors like urbanization, rising consumption of perishable foods, and the need for energy-efficient designs. In India, the industry is strategically important, driven by expanding food supply chains, pharmaceutical manufacturing, and growth in organized retail and logistics. Demand is supported by rising consumption of perishables, government programs, and the need to reduce post-harvest losses. The market is shifting from a utility-driven market to one that emphasizes technology and compliance.

The Indian refrigeration systems market is segmented by various types, with refrigerators and freezers forming the largest segment, supported by rising household penetration and replacement demand. The market is driven by several factors, including the expansion of cold-chain infrastructure, growth in the pharmaceutical and healthcare sectors, and increasing reliance on temperature-controlled logistics. Furthermore, regulatory pressures regarding environmental standards are pushing the industry towards more sustainable and energy-efficient solutions. Key challenges include high capital costs, energy intensity, and regulatory complexity, alongside supply chain constraints.

The industry is supported by government initiatives like Production-Linked Incentive (PLI) schemes, which are strengthening domestic production and supply chain resilience for refrigeration equipment. Regulatory requirements from bodies like FSSAI and GDP mandate strict temperature control and traceability, accelerating the adoption of advanced, technologically sophisticated refrigeration systems. These policies are driving near-term demand while shaping a long-term industry transition towards higher efficiency and compliance-driven growth.

The market for cooling components is experiencing sustained growth driven by demand expansion, technology upgrades, and supportive government policies. Demand is fueled by urbanization and rising disposable incomes, which increase the adoption of air conditioners and refrigerators across various segments. Technology evolution is pushing for more complex and efficient components, such as inverter-based systems and energy-efficient designs, which drives demand for advanced parts. Furthermore, government policies are encouraging local manufacturing by reducing import dependence, and the proximity of component manufacturers to OEMs is creating structural advantages for suppliers. The industry faces significant entry barriers due to high capital requirements, stringent quality control, and deep integration with OEMs.

The issuer operates in an industry where stringent OEM qualification processes and economies of scale create barriers to entry for new players. The industry is shaped by government policies focusing on localization and sustainability, which mandate the use of advanced components and drive demand for efficient technology. Key risks include raw material price volatility, technology obsolescence, and regulatory changes, alongside competitive intensity from both domestic and global players. The company's competitive landscape shows it as a fast-growing manufacturer with strong market penetration in the HVAC components sector.

This section details the business activities and operational setup of several entities, including Amber Enterprises India Ltd, which manufactures room air conditioners and related components. It also describes KRN Heat Exchanger & Refrigeration Ltd, which focuses on manufacturing and selling HVAC parts and accessories. Other companies mentioned include J Pan Tubular Components Ltd, which produces copper tubular components for various appliances, ESS Kay Components Pvt Ltd, which makes tubing assemblies for various systems, EMM ESS Aircon Pvt Ltd, which manufactures air-conditioning parts and copper components, Elin Electronics Ltd, which manufactures electronic devices, and Centum Electronics Ltd, which deals in electronic system design and manufacturing modules for various sectors. Finally, Epack Durables Ltd is a contract manufacturer for consumer durables and has established integrated manufacturing facilities across several Indian states.

The company offers a diverse portfolio of products spanning various industries, including HVAC, Railways, Consumer Durables, and Medical devices. Key product categories include Room Air Conditioners, Railway Subsystems, Consumer Durable Components, and various parts for Industrial Automation and Defence sectors. The production capacities and utilization rates vary significantly across these segments, with some products achieving high utilization, while others show lower utilization. The company holds various certifications related to quality, environmental, and safety standards.

The provided section details various financial parameters and performance metrics for several companies, including Koolking Industries India Ltd, PG Electroplast Ltd, Amber Enterprises India Ltd, KRN Heat Exchanger & Refrigeration Ltd, J Pan Tubular Components Ltd, Elin Electronics Limited, Centum Electronics Limited, Epack Durables Limited, ESS Kay Components Pvt Ltd, and EMM ESS Aircon Pvt Ltd. It includes data such as revenue from operations, gross profit, EBITDA, EBIT, PAT, Return on Equity (ROE), Return on Capital Employed (ROCE), and various margins across different fiscal years. The data is presented in terms of INR Million and includes information on repeat customers and imported purchases.

The company is a leading manufacturer and supplier of Heating, Ventilation, and Air Conditioning (HVAC) components in India, holding a 15% share in the Total Addressable Market (TAM) as of FY26. The company maintains a strong market presence, serving eight of the top ten HVAC manufacturers in the country and is recognized as one of the fastest-growing suppliers based on high CAGR in EBITDA and revenue. The product portfolio includes brass and copper components for commercial and residential air conditioners, such as window and split air conditioners, as well as refrigeration components. The company operates five manufacturing facilities across India, with three strategically located near customer clusters. The company's competitive strength lies in its ability to pass stringent pre-qualification requirements set by OEMs and ODMs and its long-standing relationships with major customers.

Carrier Air Conditioning & Refrigeration Limited positions itself as a leading manufacturer in the growing HVAC components industry in India, leveraging its technical knowledge and manufacturing infrastructure to create barriers to entry. The company maintains strong supply relationships with several top HVAC manufacturers in the country. The Indian air conditioner market is experiencing strong growth in value terms, driven by increasing household penetration and a shift towards more energy-efficient appliances. The company manufactures a comprehensive range of brass and copper HVAC components across four verticals, including IDU, ODU, other HVAC components, and refrigeration components. The company has a track record of strong financial performance, including high EBITDA and revenue CAGR, and plans to expand manufacturing capacity and introduce new product lines.

The company plans to expand its manufacturing footprint to target new customers and tap into untapped markets by locating new units near HVAC manufacturing clusters and increasing capacity to supply new products to existing customers. The company intends to utilize significant capital for new manufacturing units and for purchasing machinery and equipment for existing facilities. The company is also focused on integrating operations to achieve economies of scale and improve operating margins through backward integration, such as manufacturing critical inputs in-house. The market for air conditioners shows strong growth, driven by increasing household penetration and the need for cooling solutions, alongside government initiatives encouraging local manufacturing.

The company manufactures various components for the HVAC and refrigeration industries, including those for Outdoor Units (ODU). Key products include C-Bend High-quality copper C-Bends for reliable refrigerant connections, precision-engineered suction and discharge tubes, flare nuts, and dead nuts. The manufacturing process involves several controlled and sequential operations, starting with procurement and inspection of raw materials like copper and brass, followed by cutting, sizing, forming, forging, and bending, machining, brazing, welding, and surface finishing. The company operates manufacturing facilities across India, with details provided for a Punjab facility.

The company operates manufacturing facilities across Punjab, Uttar Pradesh, Rajasthan, and Andhra Pradesh, producing various components for HVAC and refrigeration systems. The manufacturing facilities include units in Dhuri Road, Noida, Ghiloth, and Sricity. The company focuses on enhancing production processes through automation initiatives to improve efficiency, quality, and productivity. Key machinery installed in the facilities includes automatic tube cutting, integrated bending machines, brazing machines, and various precision machining tools. Raw materials, primarily brass and copper tubes, are sourced from numerous suppliers both domestically and internationally.

The company maintains inventory levels of up to four months of stock, including work in progress and finished goods, to manage demand fluctuations based on historical trends and confirmed orders. Quality control involves a multi-stage process including incoming, line, and outgoing quality checks, and raw materials are sourced from approved suppliers. The company holds various ISO certifications for its manufacturing facilities and has established procedures for handling risks related to freight, insurance, and environmental/safety regulations. Furthermore, the company has implemented an ERP system to integrate various business functions and manages risks associated with commodity price fluctuations.

This section primarily details various physical locations, including owned and leased facilities, and outlines a comprehensive overview of relevant Indian laws and regulations applicable to the company's operations. It lists specific addresses for various entities, such as manufacturing facilities and warehouses, and references numerous statutes concerning standards, pollution control, and industrial activities. The text emphasizes the need to obtain licenses and adhere to various regulations set forth by Central and State Governments.

This section primarily outlines various Indian laws and regulations that govern different aspects of business operations, including hazardous waste management, public liability insurance, labour relations, intellectual property rights, taxation, and foreign investment. It details numerous acts and codes that regulate everything from environmental compliance to the formation and functioning of companies. Furthermore, it covers laws related to the sale of goods, consumer protection, and the digital aspects of transactions. The text emphasizes the framework of existing legislation and newly enacted codes that consolidate or reform labour laws.

This section details various Indian laws and regulations that govern the company's operations and conduct. It covers provisions of the Information Technology Act, which outlines liabilities related to electronic commerce and sensitive personal data. It also discusses rules notified by the Department of Information Technology concerning security practices and data handling. Furthermore, the text lists numerous regulations from the Securities and Exchange Board of India (SEBI), including those related to securities markets, insider trading, fraudulent practices, and the issuance of capital and non-convertible securities. Finally, it mentions other relevant laws imposed by Central and State Governments.

The company's history involves several name changes and incorporation events spanning from 2008 to 2026, including changes related to its private to public limited company conversion. The company has also undergone various amendments to its Memorandum of Association over the last decade, including changes to authorized share capital and liability clauses. Major operational milestones include starting operations in various manufacturing facilities and achieving significant annual turnover milestones. The company currently does not have any holding companies, subsidiaries, or associates as of the date of the DRHP.

This section primarily deals with confirmations regarding agreements and disclosures related to the company's operations and management. It states that neither the Promoters nor any other key personnel have entered into agreements concerning compensation or profit sharing with shareholders or third parties. Furthermore, the company confirms that it has not entered into any other material agreements with strategic partners, joint venture partners, or financial partners beyond the ordinary course of business. The text also asserts that there are no material agreements or covenants that need to be disclosed, nor are there any adverse clauses or covenants that could impact investor decisions. Finally, it confirms the absence of material findings or observations from SEBI or other regulators.

This section provides various definitions and abbreviations used within the Draft Red Herring Prospectus. It defines terms related to the company, such as the legal name, registered office, key personnel, and various offer-related concepts. It also specifies terms related to the process of the offer, including different types of bidders, bid amounts, and the role of the Book Running Lead Manager. Several definitions refer to specific manufacturing facilities and various committees within the Board structure.

This section details various terms related to the process of an offer, including who can bid, the types of issues, and the parties involved. It defines terms such as Registrar and Share Transfer Agents, various types of investors like Retail Individual Investors (RIIs) and Qualified Institutional Buyers (QIBs), and different components of the offer such as the Fresh Issue and Offer for Sale. It also specifies details regarding the pricing mechanism, including the Price Band, and the various accounts and documents used in the bidding process.

This section primarily defines various terms related to the offer process, including methods for applications, required agreements, and relevant regulatory circulars. It details requirements for applications via UPI, lists various parties involved in the process such as Sponsor Banks and Syndicate Members, and specifies the relevant SEBI circulars that govern the bidding mechanism. It also defines terms related to the payment mechanism, such as UPI Mandate Requests and the structure of UPI Bidders.

This section details various conventions regarding the use of terms, the presentation of financial data, and the currency used in the Draft Red Herring Prospectus. It specifies that references to India pertain to the Republic of India and its territories, and references to the Government are to the Government of India. Financial information is derived from restated financial statements for the years ended March 31, 2026, 2025, and 2024, prepared in accordance with various accounting standards. Furthermore, it outlines limitations concerning the use of non-GAAP measures, the differences between various accounting standards (Ind AS, U.S. GAAP, IFRS), and the reliance on third-party industry data.

The text discusses risks related to contract labour and potential disruptions in labour availability, which could negatively impact the company's business, financial condition, and cash flows. It further clarifies that forward-looking statements reflect the company's current views and are not guarantees of future performance, and investors are cautioned against placing undue reliance on them due to uncertainties. The company, its directors, key managerial personnel, selling shareholders, syndicate, and their affiliates have no obligation to revise statements reflecting events occurring after the date of the Draft Red Herring Prospectus. Finally, in accordance with SEBI ICDR Regulations, the company, BRLM, and selling shareholders will ensure investors are informed of material developments until the allotment date.

The introduction details the structure of the equity share offer, which includes provisions for Fresh Issue and Offer for Sale. The offer comprises various portions, including a QIB portion, an Anchor Investor portion with specific reservations for Mutual Funds and Life Insurance/Pension Funds, a Non-Institutional portion, and a Retail portion. The document also outlines rules regarding pre-offer placements and the authorization of selling shareholders.

This section presents a restated statement of cash flows for the years ended March 31, 2026, 2025, and 2024, detailing cash generated and used from operating, investing, and financing activities. The cash flow analysis shows fluctuations across these activities, resulting in a net increase in cash and cash equivalents for the period. Furthermore, a summary of contingent liabilities as of March 31, 2026, is provided, totaling ₹13.35 Crore.

This section details the share capital structure, including the authorized, issued, and paid-up share capital, as of the Draft Red Herring Prospectus date. It outlines the components of the offer, which includes a fresh issue and an offer for sale of equity shares. Furthermore, the document provides a history of equity share allotments, detailing various rights issues and cash transactions over several years. The history includes specific dates, numbers of shares allotted, face value, issue prices, and the nature of the consideration for each allotment.

This section details various transactions related to the allotment and transfer of equity shares by the promoter group over time. It outlines several rights issues and cash rights issues conducted on different dates, involving various individuals and entities. Furthermore, it mentions a future bonus issue scheduled for September 1, 2026, and clarifies that the company has not issued equity shares for consideration other than cash or through revaluation reserves.

The section details the shareholding structure of the company's promoters and members of the Promoter Group, along with a comprehensive history of share transactions and build-up activities. The Promoters collectively hold 87.84% of the issued, subscribed, and paid-up Equity Share capital as of the Draft Red Herring Prospectus date. Furthermore, the text provides a detailed timeline of various transactions, including initial subscriptions, rights issues, transfers, and bonus issues, showing the corresponding percentage changes in shareholding over time.

This section details various transactions involving the transfer of equity shares, including cash transactions from numerous individuals, with corresponding details on the number of shares, face value, issue price, and the percentage change in equity share capital. Several transactions show a percentage of the post-offer equity share capital, ranging from 0.00 to 0.35. The data also includes significant events such as a bonus issue on September 1, 2026, which involved a sub-division of the face value of equity shares. Furthermore, there are numerous rights issues and other share transfers occurring over several years, with varying participation percentages in the post-offer capital.

This section details various transactions involving the allotment and transfer of equity shares over a period, including rights issues and share transfers. The data shows fluctuations in the percentage of equity share capital held by different parties, with some transactions involving significant changes in the percentage of post-offer equity share capital. Several transactions involve transfers from various individuals and entities, with the percentage of post-offer equity share capital varying widely. There is also mention of a bonus issue and a subsequent subdivision of the face value of equity shares.

The section details the shareholding structure of the Promoter Group and various provisions related to the lock-in of equity shares. As of the Draft Red Herring Prospectus date, the members of the Promoter Group (excluding the Promoters themselves) collectively hold 12.16% of the issued equity capital. Furthermore, there are specific regulations concerning the minimum promoter contribution, which is set at 20% of the fully diluted post-Offer equity share capital, and provisions for locking in promoter holdings for different periods based on their percentage.

This section details various transactions involving the transfer of equity shares from different individuals and entities, including gifts and bonus issues. It also provides information on the weighted average price of acquisition for shares in the preceding one and three years. Furthermore, the document presents the shareholding pattern of the company as of the Draft Red Herring Prospectus date, including details on the number of shares held by various categories of shareholders.

The section details the promoter shareholding structure as of two years prior to the Draft Red Herring Prospectus date, listing several shareholders who hold 1% or more of the equity capital. The data is presented in a table showing the number of equity shares held and the corresponding percentage of equity share capital. Furthermore, the text clarifies that certain entities, such as BRLM or its associates, do not hold equity shares in the company as of the DRHP date. It also outlines restrictions on future capital structure changes and transactions involving the company's securities.

The Offer involves a Fresh Issue of equity shares and an Offer for Sale of equity shares, with details regarding the aggregation of funds. The company proposes to utilize the net proceeds for various objects, including funding capital expenditure for proposed manufacturing units, purchasing new machinery, covering working capital needs, and general corporate purposes. The utilization plan details the estimated deployment of these funds across fiscal years, with specific amounts allocated for different purposes.

The company has approved a funding amount of ₹138.47 Crore from the net proceeds to fund the proposed projects. The text details various proposed units, including Unit I, Unit II, and Unit III, along with the expected timelines for land readiness, civil and building works, machinery procurement, utility installation, and commercial production. The estimated total cost for Proposed Unit I is ₹32.14 Crore, with a portion of the net proceeds allocated for building and civil works, while the remaining claimable GST is to be funded from internal accruals.

The section details various quotations for machinery and equipment, which are intended for the proposed unit. For Proposed Unit I, an estimated ₹84.00 Lakh is proposed to be utilized from the Net Proceeds for electricals and utilities. For Proposed Unit II, a total estimated cost of ₹69.09 Crore is mentioned, with ₹61.93 Crore proposed to be utilized from the Net Proceeds for various components, including building works, machinery, and utilities.

This section details various quotations for machinery and equipment from different vendors, including items like integrated machines, various forming machines, and air-related components. The data provided includes the quantity, vendor name, quotation date, validity period, unit rates, and total costs for these procurements. The line items cover a diverse range of industrial equipment.

The section details the estimated costs and proposed utilization of net proceeds for the setup of Proposed Unit II and Proposed Unit III. For Proposed Unit II, ₹84.00 Lakh is proposed to be utilized towards the installation of electricals and utilities, with related quotations valid until July 2027. For Proposed Unit III, the total estimated cost is ₹51.79 Crore, of which ₹46.87 Crore is proposed to be utilized from net proceeds, while the remaining amount is to be funded from internal accruals.

The section details the estimated costs for various components required for Proposed Unit III, including machinery, electricals, and utility requirements. The total estimated cost for procurement of machinery for Proposed Unit III is ₹26.53 Crore, which is proposed to be utilized from the Net Proceeds. Furthermore, an estimated amount of ₹83.90 Lakh is allocated for electricals and utilities for the same unit, also to be utilized from the Net Proceeds. The text also mentions that orders for such electricals have not yet been placed as of the Draft Red Herring Prospectus date.

The section details various approvals required for the company's operations, categorized by the stage of business (before, during, or post-construction) and the relevant regulatory authority and law. It outlines specific approvals for the Proposed Unit II and Proposed Unit III, covering aspects like consent to establish, building plan approval, and various operational consents. Furthermore, it includes a disclaimer regarding the utilization of net proceeds, noting that funds are intended for capital expenditure, machinery purchase, working capital, and general corporate purposes.

The section details various estimated costs for procuring plant and machinery for different manufacturing facilities, including Punjab Manufacturing Facility Unit I and Unit II, as well as for the Sricity Manufacturing Facility. The company proposes utilizing specific amounts from the Net Proceeds for these procurements. Furthermore, the text outlines the funding strategy for working capital requirements, which are driven by factors such as increased production capacity and growth in sales. The company plans to use a portion of the Net Proceeds for working capital and for general corporate purposes.

The section details the funding patterns and proposed utilization of net proceeds for working capital requirements. It outlines that working capital requirements for Fiscal 2027 will be funded by a combination of short-term borrowings and equity and internal accruals. Furthermore, the document provides extensive details on the holding levels for various working capital components, such as inventories, trade receivables, trade payables, and other current assets and liabilities, for recent fiscal years and future projections. The text also discusses the general corporate purposes, allowing flexibility for the Board to deploy the balance of the net proceeds, and establishes monitoring procedures for the utilization of gross proceeds.

The section discusses various procedural requirements related to changes in objects, including shareholder authorization and notice publication. It further clarifies that no part of the net proceeds will be used for compensation to promoters, members of the promoter group, directors, or senior management. The net proceeds are strictly limited to objects identified by the company and for general corporate purposes. The offer price determination involves consultation with the BRLM based on market demand, and the price band is set relative to the Floor Price and Cap Price. The text also details various qualitative factors supporting the offer price computation, such as the company's established position as a supplier and its market presence.

The section details post-offer adjustments to the Net Asset Value per Equity Share, including information regarding bonus equity shares and the subdivision of equity shares. It also provides a comparison of the company's financial metrics against listed industry peers. Furthermore, the section outlines Key Performance Indicators (KPIs) that the company uses to assess its performance, noting that these KPIs have been approved by the Audit Committee.

The provided text details various Key Performance Indicators (KPIs) used by the company to analyze and monitor its financial and operating performance. It outlines specific calculations for metrics such as Adjusted EBIT Margin, Adjusted PAT Margin, Return on Equity, and various turnover ratios. The text also includes definitions for several financial terms and operational metrics, such as Revenue from Operations, Gross Profit, EBITDA, and Profit After Tax (PAT). Furthermore, it provides definitions for KPIs used for comparison with industry peers and details for imported raw material purchases.

This section primarily details the comparison of Key Performance Indicators (KPIs) of the company against its listed industry peers for Fiscal 2024, including various financial metrics such as Revenue from Operations, Gross Profit, EBITDA, EBIT, Profit After Tax (PAT), and Return on Equity (ROE). The text also covers aspects related to the issuance and sale of equity shares, including the review of primary and secondary issuances over the preceding 18 months. Furthermore, it outlines the methodology for determining the Price Band, Floor Price, and Offer Price based on market demand and various quantitative parameters.

This section outlines the possible special tax benefits available to the Company and its shareholders under various Indian tax laws, including the Income-tax Act, 2025. For the Company, benefits include the option to utilize a lower corporate tax rate and deductions for new employee costs and business losses. Regarding shareholders, special benefits are limited, though they may be subject to concessional tax rates on certain incomes like dividends and capital gains. The section also details provisions related to indirect taxation laws, which offer no special benefits to the Company or its shareholders.

This section details the Independent Auditor's Examination Report on the Restated Financial Information of Koolking Industries India Limited, covering financial statements for the years ended March 31, 2026, 2025, and 2024. The report confirms that the financial information was prepared in accordance with various legal and regulatory requirements. The compilation of the Restated Financial Information involved audited financial statements from different periods and accounting standards. The auditors relied on various reports and noted aspects related to the maintenance of books of account and the treatment of certain properties and statutory dues.

The provided text details the transition of financial statements to Ind AS and various audit confirmations. It outlines the scope of the Special Purpose Financial Statements, which are intended for the purpose of preparing information for the Draft Red Herring Prospectus and related offer documents. The text includes various confirmations regarding the adjustments made to financial information and the lack of qualifications in the auditors' reports. Furthermore, the text presents the restated balance sheet, profit and loss statement, and cash flow statement figures for fiscal years ending March 31, 2026, March 31, 2025, and March 31, 2024.

This section details the restated changes in equity for the company, showing movements in equity share capital and other equity components over several fiscal years. It also provides detailed schedules for Property, Plant and Equipment, Capital Work in Progress, and Right-of-Use assets, along with the corresponding accumulated depreciation and amortisation. The data is presented in millions of Rupees and includes various adjustments related to asset carrying values and capitalization of borrowing costs.

This section details various financial balances and asset/liability movements for Koolking Industries India Limited across fiscal years ending March 31, 2024, 2025, and 2026. It includes breakdowns of financial assets, inventories, trade receivables, cash, and various other current and non-current assets. The data covers items such as bank deposits, capital advances, raw materials, trade receivables, and cash on hand, with figures presented in millions of Rupees.

This section details various financial liabilities, including borrowings, lease liabilities, provisions, and trade payables for the company across three fiscal years (ending March 31, 2024, 2025, and 2026). The data covers secured and unsecured loans from banks and related parties, as well as details on lease obligations and outstanding dues to various creditors. Specific details regarding the security provided for loans and the classification of these liabilities are referenced in various notes.

This section details various financial notes for Koolking Industries India Limited, covering deferred tax movements, revenue, income, cost of materials, inventory changes, employee benefits, finance costs, depreciation, and other expenses. It also provides information on tax expense recognition, current tax liabilities, and corporate social responsibility (CSR) expenditures. The data is presented across fiscal years ending March 31, 2026, March 31, 2025, and March 31, 2024.

This section provides various financial details for Koolking Industries India Limited, including commitments, bank guarantees, earnings per share, segment reporting, lease liabilities, and capital management metrics. It details changes in various financial components such as assets, liabilities, and borrowings across different reporting periods. The information covers aspects like asset impairment assessment, bonus share allotments, and the structure of financial instruments.

This section details various financial risks and the company's management framework for mitigating them, categorized into Market Risk, Credit Risk, and Liquidity Risk. It provides historical data on foreign currency exposure, interest rate exposure, revenue from top customers, expected credit losses, and liquidity analysis of financial liabilities and assets. Furthermore, it outlines related party transactions, including the purchase of goods and services and remuneration paid to key management personnel.

This section details various financial notes for Koolking Industries India Limited, including transactions with related parties, remuneration, employee benefits, and various actuarial valuations for defined benefit plans. It presents movement in various liabilities and assets over three fiscal years (ending March 31, 2026, 2025, and 2024). The data covers unsecured loans, trade payables, salary payments, employee benefits like Provident Fund and Insurance, and complex actuarial calculations related to gratuity plans.

This section details various financial disclosures, including revenue recognition, liabilities, and key financial ratios for the company. It presents revenue from contracts with customers, details regarding trade receivables, and reconciliations of liabilities. Furthermore, it includes disclosures on bank compliances, property holdings, and compliance with new labour codes. The data is presented across fiscal years ending March 31, 2026, 2025, and 2024, with specific notes on variances and accounting treatments.

This section details the reconciliation of financial statements from previous GAAP to the restated financial information under Ind AS, including adjustments for prior period errors and the transition to Ind AS. It provides breakdowns of assets, liabilities, equity, and the movement in total comprehensive income over two periods. Furthermore, it outlines various adjustments related to the transition, such as the fair value measurement of financial assets and liabilities, the recognition of leases as Right of Use assets, and the application of the Expected Credit Loss model.

This section details various adjustments and comments related to the financial statements, including deferred tax impacts, auditor observations, and related party transactions. It also presents several key accounting ratios calculated for fiscal years ending March 31, 2026, 2025, and 2024. The text also provides reconciliation details for non-GAAP measures like EBITDA, Return on Equity, and Return on Capital Employed.

This section discusses the limitations and context for the financial information presented in the Draft Red Herring Prospectus, stating that the financial data is derived from Restated Financial Information as of Fiscal Years 2026, 2025, and 2024. It also outlines various factors that may affect the company's financial condition and results of operations, including manufacturing efficiency, raw material procurement, working capital requirements, and exposure to foreign currency fluctuations. The text details the sources of raw materials, the dependence on suppliers, and the potential impact of market competition.

This section details the accounting policies for various financial statement line items, including property, plant and equipment, intangible assets, inventories, borrowing costs, earnings per share, income taxes, government grants, foreign currency translations, dividends, leases, and financial instruments. It outlines recognition criteria, subsequent measurement, and treatment for various transactions and items across the financial statements.

This section details various accounting treatments, including the de-recognition of financial instruments, impairment testing for assets, and the recognition of provisions and contingent liabilities according to accounting standards. It also outlines the components of the statement of profit and loss, including revenue, other income, various expenses, and tax. A table provides a comparison of financial figures for Fiscal 2026 against Fiscal 2025, highlighting changes in revenue, income, expenses, and the resulting profit/loss.

This section details various changes in expenses and income across different fiscal periods, highlighting scaling up of production to meet customer demand and increased raw material costs. Key observations include significant increases in employee benefits, finance costs, and depreciation, largely driven by production scaling and raw material price volatility. Other expenses also showed substantial growth, with increases in contract labor, power/fuel, and outward freight, alongside foreign exchange losses.

The company showed significant growth in profit before tax, increasing by 220.55% from Fiscal 2024 to Fiscal 2025. Tax expense also saw a substantial increase, growing by 156.72% over the same period. Profit after tax also grew significantly, increasing by 253.81% from Fiscal 2024 to Fiscal 2025. Cash flow analysis shows varying net cash flows from operating, investing, and financing activities across the three fiscal years. The company's financial risk management addresses market risk, foreign currency risk, interest rate risk, and credit risk.

The company maintains a low credit risk concerning financial instruments, managing it through periodic assessments of customer financial reliability. Revenue from the top five customers showed a slight decrease from FY2025 to FY2026, although the percentage of total sales remained stable. The company monitors liquidity by ensuring sufficient cash flow and funding arrangements to meet liabilities. Financial liabilities include borrowings, trade payables, and lease liabilities, with contractual maturities detailed for various periods.

This section details the aggregate outstanding borrowings of the company as of July 31, 2026, categorized into secured and unsecured facilities. The total outstanding amount was ₹177.81 Crore. The breakdown includes various loan types such as fund-based and non-fund-based facilities, with specific amounts outstanding and the corresponding amounts sanctioned. The text also outlines key terms related to these borrowings, including tenor, interest rates, security arrangements, repayment terms, pre-payment provisions, penalty interest, restrictive covenants, and events of default.

The company faces significant risks related to customer concentration, as a large portion of its revenue depends on a limited number of key customers. Dependence on these customers exposes the business to adverse effects from changes in their financial health, product requirements, or business strategies. Furthermore, the company relies on a limited number of third-party suppliers for raw materials, which creates vulnerability to supply disruptions, quality issues, or price increases. The availability and cost of key raw materials like copper and brass are subject to market fluctuations, and there is a risk of shortages or oversupply, which can impact margins and production schedules. Finally, a substantial portion of raw materials is sourced from regions like South Korea, China, and Thailand, making the business vulnerable to disruptions in those supply chains.

The company faces significant risks related to its supply chain, primarily due to reliance on suppliers in South Korea, China, and Thailand, which exposes it to various disruptions. These include geopolitical tensions, trade restrictions, natural disasters, and labor issues in these regions, which can cause delays in procurement and affect manufacturing operations. Furthermore, fluctuations in global commodity prices, foreign exchange rates, and transportation costs can impact raw material costs and profitability. The company also deals with risks associated with contract labor, such as shortages, wage demands, and non-compliance with labor laws, which can disrupt operations. Working capital requirements are also a concern, as the company needs substantial capital for day-to-day operations, and difficulties in securing this capital or managing receivables can strain liquidity. Finally, the company lacks long-term customer agreements, making its revenue vulnerable to changes in customer demand or competitive pricing from rivals.

The company faces various risks related to supply chain disruptions, cyclical demand, and operational dependencies. Risks include potential increases in raw material costs, fluctuations in demand tied to economic cycles and seasonal factors, and dependency on infrastructure and utilities. Furthermore, there are concerns regarding cash flow stability, potential regulatory scrutiny over corporate filings, and risks associated with unsecured loans from promoters. The business is also exposed to technological changes that could impact competitiveness and the accuracy of new product development efforts.

The risk factors identified in this section primarily revolve around intense competition, the potential for technological substitution, and the stringent requirements related to product quality and customer specifications. Risks include the possibility of pricing pressure, loss of market share due to competitor actions, and the need for continuous innovation. Furthermore, there are significant risks associated with the execution of production schedules, including disruptions from equipment breakdowns, supply chain issues, or labor disputes. The company also faces risks concerning the maintenance of quality certifications, the availability of essential utilities like power and fuel, and potential issues with labor laws and workforce stability. Finally, there are concerns regarding the protection and enforcement of intellectual property rights against infringement claims.

The company faces risks related to under-utilization of manufacturing capacities, which could negatively impact cost structure and profitability. There is also a concern regarding the inability to effectively increase utilization following capacity expansions, which might reduce expected returns. Furthermore, manufacturing operations are subject to various environmental, social, and governance (ESG) requirements and regulations, and non-compliance could lead to adverse effects on the business. The utilization of net proceeds for proposed projects involves uncertainties concerning implementation delays, cost overruns, and the realization of anticipated benefits. Risks also exist in the execution of proposed projects, including planning, procurement, and technical difficulties, which could lead to time and cost overruns. Finally, the utilization of funds for working capital depends on accurate assessment of future operational needs, which is subject to variation based on market conditions and input costs.

The company management has broad discretion in utilizing the Net Proceeds, and the actual deployment of funds may vary due to business requirements, market conditions, or regulatory changes. There is no guarantee that the temporary investments made with the Net Proceeds will yield expected returns or be deployed in a timely manner. Furthermore, delays, cost overruns, or inability to realize anticipated benefits from the deployment could negatively impact the business and investor confidence. The funding requirements have not been appraised by independent financial institutions, and investors rely solely on management's judgment regarding the application of funds.

The company expresses that its business and financial condition are not materially affected by the actions of its Promoter or Directors. A significant risk is identified regarding the dependency on Key Managerial Personnel and senior management, as the inability to attract, retain, or replace skilled personnel could negatively impact business management and growth. Furthermore, the company engages contract labor for certain functions at manufacturing facilities, posing a risk related to the availability and cost of such labor. There are concerns about past and potential future related party transactions, which may involve conflicts of interest or unfavorable terms. Contingent liabilities exist that could adversely affect operations, and the company's reliance on leased premises creates operational risks due to potential non-renewal or disputes with lessors. Finally, the adequacy of insurance coverage is questioned, and uninsured or underinsured losses could severely impact the company's financial standing.

The company has faced instances of delays in paying statutory dues, and management cannot guarantee that future penalties or regulatory actions will not negatively impact the business. There are risks associated with future indebtedness, including potential acceleration of repayment obligations and restrictions on financing arrangements. Furthermore, the company's growth strategy relies heavily on significant capital expenditure, which faces risks such as implementation delays, cost overruns, and adverse market conditions. The business also faces risks related to product development, where the ability to introduce new products or adapt to technological changes is uncertain. Finally, operational stability is dependent on third-party service providers, and disruptions in their services could negatively affect delivery timelines and customer relationships. Information technology systems also pose a risk due to potential failures, cyber-attacks, or data breaches.

The company faces several risks related to its information technology systems, including vulnerability to cyber-attacks and human error, which could disrupt operations and lead to data breaches. There is also a risk concerning internal controls, where weaknesses or fraud could result in financial reporting errors or operational inefficiencies. The company is exposed to risks from rapid technological changes in the HVAC industry, where evolving standards and substitute technologies might reduce demand or necessitate costly investments in upgrades. Furthermore, changes in consumer preferences and market demand patterns could negatively impact sales volumes. Regulatory risks include uncertainty surrounding new laws, potential increased financial burdens from new codes, and restrictions related to foreign exchange and investment. Finally, general adverse economic conditions in India and globally could reduce demand for the company's products.

The risk factors discussed cover several areas, including macroeconomic and financial volatility, which can impact customer confidence, financing availability, and overall business sentiment. Risks are also highlighted concerning the potential for issues in the subscription process for the fresh issue, volatility in global financial markets, inflationary pressures on input costs, and exposure to foreign exchange rate fluctuations. Furthermore, there are disclosures regarding the reliance on third-party industry reports and the potential for pre-emptive surveillance measures upon listing, as well as risks related to the trading and marketability of the equity shares.

The prospectus includes several caveats regarding the Non-GAAP measures presented, noting that they may not be comparable across industries or computed using standardized methodologies. It is cautioned that these measures might exclude material items, and investors should not rely on them in isolation from standard financial reporting. Furthermore, the document highlights risks associated with geopolitical tensions, which could disrupt supply chains and increase costs. It also discusses the uncertainty arising from global conflicts, changes in Indian political and policy environments, and potential disruptions from public health crises or extreme weather events. Finally, there are warnings about the volatility of the equity market and the potential for future dilution due to equity issuances or sales by major shareholders.

This section outlines several risks related to market access, regulatory changes, and operational stability. Risks include potential delays in the listing and trading of equity shares, the impact of foreign investment policies on market liquidity, and the increasing burden of environmental regulations. Furthermore, the company faces risks from changes in corporate governance, labour laws, and supply chain disruptions that could increase costs, operational issues, or lead to penalties.

The section details the absence of outstanding litigation, regulatory actions, or disciplinary actions involving the Company, its directors, promoters, Key Managerial Personnel, or senior management, as of the date of the Draft Red Herring Prospectus. It also outlines specific criteria for what constitutes 'material' litigation, including monetary thresholds based on turnover, net worth, or profit/loss averages. Furthermore, it discloses various tax proceedings, including disputes with Customs and GST authorities, and details outstanding dues to creditors, including a specific threshold for material creditors.

The company has obtained various material approvals, licenses, registrations, and permits from governmental and regulatory authorities for its business operations. This includes details on tax identification numbers, IEC, and LEI registration. Numerous labour and employment-related registrations have been secured across different facilities and states, covering various acts such as Contract Labour, Provident Fund, and Employees' State Insurance. Furthermore, numerous material approvals for operations at manufacturing facilities and a Noida warehouse are listed, with various licenses and consents having specified validity periods.

The section details various regulatory approvals and certificates that the Company has obtained or applied for, including permissions related to environmental regulations, factory operations, and legal metrology. It also mentions that certain approvals are under the erstwhile name of the Company. Furthermore, the text discusses the process for identifying group companies based on related party transactions and confirms that there is no pending litigation involving the Group Company that would materially impact the Company.

The section primarily details compliance confirmations and eligibility criteria for the company's offer, including confirmations regarding adherence to various rules and regulations. It outlines several conditions related to financial metrics, such as net tangible assets, operating profit, and net worth, which must be met according to SEBI ICDR Regulations. Furthermore, it addresses requirements for bidder allotment, the process for dealing with bid monies if allotments are delayed, and various disclaimers concerning the accuracy of the prospectus information and the responsibilities of the company and selling shareholders.

The section details various consents received from practicing company secretaries and detailed project report providers related to the Draft Red Herring Prospectus, including those concerning share capital built up and proposed capital expenditure. It also clarifies that the company currently has no listed subsidiaries or group companies, and no public or rights issues have been undertaken in the last five years. Furthermore, the section outlines the process for redressal of investor grievances, including timelines and compensation mechanisms for various scenarios related to bids made through the UPI Mechanism.

This section details the various legal and procedural aspects related to the offer, including the governing laws, the nature of the offer (Fresh Issue and Offer for Sale), the ranking of equity shares, dividend payment terms, and the process for determining offer prices. It also outlines the strict compliance requirements for disclosure and accounting norms, the rights of equity shareholders, and the procedures for allotment in dematerialized form. Furthermore, it specifies the various timelines and procedures for bid submission, closing, and the subsequent processing of applications.

This section details various procedural aspects related to the issuance offer, including conditions for revising the Price Band, extensions for the Bid/Offer Period, and rules concerning minimum subscriptions and refunds. It outlines procedures for handling under-subscription across different investor categories (QIBs, Non-Institutional Investors, Retail Individual Investors), including provisions for allocation, spill-over between categories, and specific rules for Anchor Investors and various financial institutions.

This section details various procedural and regulatory aspects related to the offer process, including the documents bidders must read, the various payment mechanisms like ASBA and UPI, and the timelines for listing. It outlines rules regarding the allocation of shares across different investor categories (QIBs, Mutual Funds, Non-Institutional Investors, RIIs) and specifies requirements for bid forms, including the mandatory use of specific IDs for UPI bidders. Furthermore, it discusses the process for handling investor grievances, the liability for delays, and the procedures for suspending or freezing the ISIN in the depository system until listing.

This section details various restrictions and requirements concerning different categories of investors and entities participating in the equity share offer, including various types of bidders such as Designated Intermediaries, QIBs, Mutual Funds, HUFs, Eligible NRIs, FPIs, and various financial institutions. It outlines specific rules regarding bid documentation, investment limits based on various regulations (like FEMA and SEBI regulations), and procedures for handling bids from different structures, such as those involving multi-investment manager arrangements or offshore derivative instruments.

This section details various requirements and conditions for different types of bids and participation in the Offer, categorized by the type of bidder (e.g., NBFCs, insurance companies, provident funds, Anchor Investors, QIBs, FPIs) and the method of bidding (e.g., power of attorney, UPI mechanism). It outlines specific documentation that must be attached to the Bid cum Application Form, such as registration certificates, corpus certifications, or power of attorney documents. Furthermore, it specifies rules regarding bid aggregation, locking-in periods for allocated shares, and requirements for ensuring the correct mention of PAN, DP IDs, and other investor details in the electronic bidding system.

This section primarily details various instructions and prohibitions for investors when submitting bids and applications, covering aspects such as fund blocking, document compliance, and bid submission methods. It outlines numerous 'Don'ts' related to bid amounts, payment methods, and the use of third-party accounts or incorrect documentation. Furthermore, it specifies grounds for technical rejection of bids, including issues related to bid amount limits, document format, and the use of certain digital mechanisms. The text also covers procedures for resolving pre-offer or post-offer issues and the process for finalizing the basis of allotment.

This section primarily outlines undertakings by the Company regarding the collection of bid forms, handling of complaints, and the timely completion of formalities for listing and trading at stock exchanges. It also details conditions related to the refund of bid amounts if allotment is not made within the prescribed time, and restrictions on further issuance of equity shares until the listing or unblocking of bid monies. Furthermore, the section covers undertakings by the Selling Shareholders concerning the deposit and transfer of offered shares, and restrictions on their recourse to offer proceeds until listing approvals are received. Finally, it discusses declarations on the utilization of funds received from the fresh issue and various restrictions concerning foreign ownership and investment in Indian securities.

This section primarily defines various legal and corporate terms such as 'Depository', 'Director', 'Dividend', 'Employee Stock Option Plan', 'Equity Shares', 'Share Capital', 'General Meeting(s)', and 'Key Managerial Personnel'. It also defines various legal instruments and entities like 'Law', 'Listing Regulations', and 'Registrar of Companies'. Furthermore, the text outlines the Company's powers regarding the issuance and variation of share capital, including provisions related to consolidation, subdivision, cancellation of shares, and the issuance of shares under various plans. It also details procedures for increasing subscribed capital, including offers to existing shareholders and employees, and the treatment of various securities and debentures.

This section primarily details various provisions related to the capitalization of profits, the company's power to buy-back securities, and the handling of various financial accounts. It outlines the company's ability to issue bonus shares from various reserves and the treatment of premium received on shares. Furthermore, it covers the company's power to make compromises with creditors and its ability to consolidate or merge with other entities. The text also discusses the transferability of securities, the lien the company has on shares, and the procedures for dealing with calls made on shares.

This section details various provisions related to the transfer, registration, and forfeiture of shares and debentures, including restrictions on who can transfer shares, the company's power to refuse registration, and procedures following the death or insolvency of a member. It outlines rules concerning the maintenance of the Register of Members, the issuance and handling of share certificates, and provisions related to the lock-in of equity shares in connection with an Initial Public Offering.

This section primarily outlines the procedural rules and provisions governing shareholders' meetings, including annual and extraordinary general meetings, notice requirements, quorum, and voting procedures. It details how business is to be conducted, the roles of the Board and Auditors, and the rules for handling various aspects of the meetings, such as adjournments and the handling of votes.

This section primarily details various provisions related to the appointment, removal, and powers of Directors, along with provisions concerning borrowing powers, dividends, and reserves. It outlines procedures for Director remuneration, the appointment of alternate directors, the process for director resignation, the requirements for appointing directors, the powers of the Board to borrow funds, and the rules governing the declaration and payment of dividends and reserves.

This section details various provisions concerning the ranking and payment of dividends on shares, including rules on deductions and the handling of unclaimed dividends. It also outlines procedures for the inspection of company accounts by members and directors, along with stipulations regarding the secrecy of company information by employees. Furthermore, the section lists numerous material contracts and documents, such as agreements, incorporation certificates, board resolutions, and various reports, which are subject to inspection.

This section primarily details various consents and agreements related to the company, including those from directors, auditors, syndicate members, legal counsel, and various company officers. It also mentions several tripartite agreements with NSDL and CDSL, and the issuance of due diligence certificates and in-principle listing approvals from BSE and NSE. Furthermore, the section includes several declarations certifying compliance with various laws and regulations.

The provided section primarily consists of declarations and certifications by various directors and officers regarding the compliance of the Draft Red Herring Prospectus with relevant laws and regulations, including the Companies Act, 2013, and guidelines from the Government of India and the Securities and Exchange Board of India. Furthermore, there are confirmations from the Promoter Selling Shareholder regarding the truthfulness of statements made about themselves and the equity shares being offered.

The provided text consists of two declarations signed by the Promoter and Promoter Group shareholder, confirming the truth and correctness of statements and disclosures made in the Draft Red Herring Prospectus regarding themselves and the equity shares being offered.

This section summarizes related party transactions entered into by the Company with related parties for fiscal years 2026, 2025, and 2024. The transactions involve various individuals and entities, primarily concerning remuneration, rent, interest payments, and loans/issues of equity shares. Several transactions are categorized based on the relationship to Key Manager Persons (KMP) and their relatives, as well as transactions with entities where KMP or their relatives have significant influence. Specific details on the nature, amount, and percentage of revenue related to these transactions are provided across different fiscal periods.

This section primarily details various professional and regulatory appointments, including changes in auditors and the listing of different types of financial intermediaries. It outlines the process for syndicate members, designated intermediaries, and various bidders (such as UPI bidders and Registered Brokers) in the ASBA process. Furthermore, it discusses requirements for monitoring agencies, the lack of credit rating for the offer, and various expert consents obtained for the Draft Red Herring Prospectus.

This section discusses the responsibility of the Underwriters concerning the payment of Equity Shares procured by investors as per the Underwriting Agreement. It stipulates that in case of payment default, the responsible Underwriter must also procure subscribers to cover the defaulted amount, in addition to their other obligations.

The company's Board of Directors comprises six members, including three Executive Directors and three Non-Executive Independent Directors, in compliance with corporate governance norms. The Board includes a Chairperson and Whole-time Director, a Whole-time Director, and a Managing Director and Chief Executive Officer. Details regarding the composition, terms of appointment, and remuneration for these directors are provided in the document. Non-Executive Independent Directors are entitled to sitting fees for attending Board and committee meetings.

The section details various aspects related to the directors' equity holdings, potential conflicts of interest, and transactions with the company. It specifies that directors may be deemed interested in transactions based on fees, commissions, remuneration, and various equity shares or related entities. Furthermore, it discloses lease agreements between the company and some directors, which may create interest issues. The text also covers various disclosures regarding loans to directors, the absence of business interests in the company, and the lack of bonus or profit-sharing plans for directors.

The document details the constitution and terms of reference for several key committees established by the Board, including the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholder Relationship Committee, and the Risk Management Committee. These committees have specific responsibilities related to director qualifications, remuneration policies, CSR activities, shareholder grievances, and risk management systems. The structure outlines various functions such as formulating policies, monitoring implementation, reviewing performance, and ensuring compliance with relevant laws and regulations.

The management organization chart details several Key Managerial Personnel (KMP) and Senior Management members. Key personnel include Sajiv Gopal (Chairperson and Whole-time Director), Malti Sood (Whole-time Director), and Varun Gopal (Managing Director and Chief Executive Officer). The text also details specific roles and tenure for individuals such as Vikas Verma (Chief Financial Officer), Kangan Dhamija (Company Secretary and Compliance Officer), Suraj Bhan (Senior Manager – HR Department), and several operational heads and managers. The document clarifies various aspects concerning the relationship, compensation, and changes within this management structure.

The company's promoters are Sajiv Gopal, Malti Sood, and Varun Gopal, holding a combined shareholding of 87.84% in the company as of the Draft Red Herring Prospectus date. Sajiv Gopal is the Chairperson and Whole-time Director, Malti Sood is a Whole-time Director, and Varun Gopal is the Managing Director and Chief Executive Officer. The company has entered into lease agreements with Malti Sood and Varun Gopal for portions of Punjab Manufacturing Facility Units. Furthermore, the company has undertaken transactions with a Promoter Group entity concerning land acquisition, and the promoters may be deemed interested in payments made to directors for unsecured loans. The company has not declared any dividends in the three fiscal years preceding the filing.