RED HERRING PROSPECTUS

Dated January 11, 2021

Please read Section 32 of the Companies Act, 2013
Book Built Offer

INDIGO PAINTS LIMITED

Our Company was originally incorporated as ‘Indigo Paints Private Limited’ at Pune, Maharashtra as a private limited company under the Companies Act, 1956, pursuant to the certificate of incorporation dated March 28, 2000 issued by
the Registrar of Companies, Maharashtra at Pune. Subsequently, our Company was converted into a public limited company and consequently the name of our Company was changed to ‘Indigo Paints Limited’ and a fresh certificate of
incorporation dated August 20, 2020 was issued by the Registrar of Companies, Maharashtra at Pune. For details in relation to changes in the name and the registered office of our Company, see “History and Certain Corporate Matters”
beginning on page 178.

Registered and Corporate Office: Indigo Tower, Street-5, Pallod Farm-2, Baner Road, Pune 411 045, Maharashtra, India; Tel: +91 20 6681 4300; Website: [Link];
Contact Person: Sujoy Bose, Company Secretary and Compliance Officer; E-mail: secretarial@[Link];
Corporate Identity Number: U24114PN2000PLC014669

OUR PROMOTERS: HEMANT JALAN, ANITA JALAN, PARAG JALAN, KAMALA PRASAD JALAN AND HALOGEN CHEMICALS PRIVATE LIMITED
INITIAL PUBLIC OFFER OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH (“EQUITY SHARES”) OF INDIGO PAINTS LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF
₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) AGGREGATING TO ₹ [●] MILLION (THE “OFFER”) COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY
SHARES AGGREGATING TO ₹ 3,000 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 5,840,000 EQUITY SHARES AGGREGATING TO ₹ [●] MILLION (THE “OFFER FOR SALE”),
COMPRISING UP TO 2,005,000 EQUITY SHARES AGGREGATING TO ₹ [●] MILLION BY SEQUOIA CAPITAL INDIA INVESTMENTS IV, 2,165,000 EQUITY SHARES AGGREGATING TO ₹ [●] MILLION
BY SCI INVESTMENTS V (COLLECTIVELY REFERRED TO AS THE “INVESTOR SELLING SHAREHOLDERS”) AND UP TO 1,670,000 EQUITY SHARES AGGREGATING TO ₹ [●] MILLION BY HEMANT
JALAN (REFERRED TO AS, THE “PROMOTER SELLING SHAREHOLDER” AND TOGETHER WITH THE INVESTOR SELLING SHAREHOLDERS, THE “SELLING SHAREHOLDERS”, AND SUCH
EQUITY SHARES THE “OFFERED SHARES”).

THE OFFER INCLUDES A RESERVATION OF UP TO 70,000* EQUITY SHARES, AGGREGATING TO ₹ [●] MILLION (CONSTITUTING UP TO [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE
CAPITAL), FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER
REFERRED TO AS “NET OFFER”. THE OFFER AND NET OFFER SHALL CONSTITUTE [●]% AND [●]%, RESPECTIVELY, OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR
COMPANY.

THE FACE VALUE OF EQUITY SHARES IS ₹ 10 EACH. THE PRICE BAND, THE RUPEE AMOUNT OF DISCOUNT, IF ANY, TO THE ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE
RESERVATION PORTION (“EMPLOYEE DISCOUNT”) AND THE MINIMUM BID LOT SHALL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS, IN CONSULTATION WITH
THE BOOK RUNNING LEAD MANAGERS AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS, AN ENGLISH NATIONAL DAILY NEWSPAPER, ALL EDITIONS OF JANSATTA,
A HINDI NATIONAL DAILY NEWSPAPER AND PUNE EDITION OF PRABHAT, A MARATHI NEWSPAPER, MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA, WHERE OUR
REGISTERED AND CORPORATE OFFICE IS LOCATED, EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE
AVAILABLE TO THE BSE LIMITED (“BSE”) AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE
OF UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”).
*Our Company and the Selling Shareholders in consultation with the BRLMs, may offer a discount of up to 10% of the Offer Price to Eligible Employees bidding in the Employee Reservation Portion.
In case of any revision in the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases of force majeure,
banking strike or similar circumstances, our Company and the Selling Shareholders may, for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of three Working Days, subject to the Bid/Offer Period not exceeding 10 Working
Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the respective websites of the Book
Running Lead Managers and at the terminals of the Syndicate Members and by intimation to Designated Intermediaries and the Sponsor Bank, as applicable.
The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation
6(1) of the SEBI ICDR Regulations, wherein not more than 50 % of the Net Offer shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”, the “QIB Portion”), provided that our Company may, in consultation with the Book
Running Lead Managers, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net
QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including
Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion
will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer
shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, Equity Shares will be allocated on a proportionate basis to Eligible
Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All potential Bidders (except Anchor Investors) are required to mandatorily utilise the Application Supported by Blocked
Amount (“ASBA”) process providing details of their respective ASBA accounts, and UPI ID in case of RIBs using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts will be blocked by the SCSBs or by the Sponsor Bank under
the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Offer through the ASBA process. For details, see “Offer Procedure” beginning on page 339.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹10. The Floor Price, Cap Price and Offer Price (determined by our Company and the Selling
Shareholders in consultation with the BRLMs) and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price” beginning on page 119) should not be considered to
be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully
before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended
or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 23.
ISSUER`S AND THE SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the
information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of
which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, each of the Selling Shareholders, severally and not jointly, accept responsibility
for and confirm only the statements expressly made by such Selling Shareholder in this Red Herring Prospectus to the extent of information specifically pertaining to itself and its respective portion of the Offered Shares and assumes responsibility that
such statements are true and correct in all material respects and not misleading in any material respect. The Selling Shareholders assume no responsibility for any other statements including inter alia, any statement made by or relating to our Company or
the other Selling Shareholders or in relation to our Company’s business.
LISTING
The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to letters each dated
December 1, 2020. For the purposes of the Offer, the Designated Stock Exchange shall be BSE. A signed copy of this Red Herring Prospectus and the Prospectus shall be delivered to the RoC in accordance with Section 26(4) of the Companies Act 2013.
For details of the material contracts and documents available for inspection from the date of this Red Herring Prospectus up to the Bid/Offer Closing Date, see “Material Contracts and Documents for Inspection” beginning on page 396.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

Kotak Mahindra Capital Company Limited Edelweiss Financial Services Limited ICICI Securities Limited Link Intime India Private Limited
1st Floor, 27 BKC 14th Floor, Edelweiss House ICICI Centre C-101, 247 Park
Plot No. 27, ‘G’ Block Off C.S.T. Road, Kalina H. T. Parekh Marg L B S Marg, Vikhroli (West)
Bandra Kurla Complex, Bandra (East) Mumbai 400 098 Churchgate Mumbai 400 083
Mumbai 400 051 Maharashtra, India Mumbai 400 020 Maharashtra, India
Maharashtra, India Tel: +91 22 4009 4400 Maharashtra, India Tel: +91 22 4918 6200
Tel: +91 22 4336 0000 E-mail: [Link]@[Link] Tel: +91 22 2288 2460 E-mail: [Link]@[Link]
E-mail: [Link]@[Link] Website: [Link] E-mail: [Link]@[Link] Website: [Link]
Website: [Link] Investor Grievance ID: Website: [Link] Investor grievance ID:
Investor Grievance ID: kmccredressal@[Link] [Link]@[Link] Investor Grievance ID: [Link]@[Link]
Contact Person: Ganesh Rane Contact Person: Nikhil Joshi customercare@[Link] Contact Person: Shanti Gopalkrishnan
SEBI Registration Number: INM000008704 SEBI Registration Number: INM0000010650 Contact Person: Shekhar Asnani/ Rishi Tiwari SEBI Registration No.: INR000004058
SEBI Registration Number: INM000011179

BID/OFFER PROGRAMME
BID/OFFER OPENS ON* Wednesday, January 20, 2021
BID/OFFER CLOSES ON** Friday, January 22, 2021
* Our Company may, in consultation with the Book Running Lead Managers, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall
be one Working Day prior to the Bid/Offer Opening Date.
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 TABLE OF CONTENTS
SECTION I: GENERAL ........................................................................................................................................................... 2
DEFINITIONS AND ABBREVIATIONS ............................................................................................................................... 2
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ......................... 13
FORWARD-LOOKING STATEMENTS .............................................................................................................................. 17
SUMMARY OF THIS RED HERRING PROSPECTUS ....................................................................................................... 18
SECTION II: RISK FACTORS .............................................................................................................................................. 23
SECTION III: INTRODUCTION .......................................................................................................................................... 55
THE OFFER ........................................................................................................................................................................... 55
SUMMARY OF FINANCIAL INFORMATION .................................................................................................................. 57
GENERAL INFORMATION................................................................................................................................................. 63
CAPITAL STRUCTURE ....................................................................................................................................................... 71
OBJECTS OF THE OFFER ................................................................................................................................................... 90
BASIS FOR OFFER PRICE ................................................................................................................................................. 119
STATEMENT OF SPECIAL TAX BENEFITS ................................................................................................................... 122
SECTION IV: ABOUT OUR COMPANY .......................................................................................................................... 127
INDUSTRY OVERVIEW .................................................................................................................................................... 127
OUR BUSINESS .................................................................................................................................................................. 154
KEY INDUSTRY REGULATIONS AND POLICIES ........................................................................................................ 174
HISTORY AND CERTAIN CORPORATE MATTERS ..................................................................................................... 178
OUR MANAGEMENT ........................................................................................................................................................ 183
OUR PROMOTERS AND PROMOTER GROUP............................................................................................................... 201
GROUP COMPANIES ........................................................................................................................................................ 205
DIVIDEND POLICY ........................................................................................................................................................... 206
SECTION V: FINANCIAL INFORMATION ..................................................................................................................... 207
RESTATED FINANCIAL STATEMENTS......................................................................................................................... 207
OTHER FINANCIAL INFORMATION .............................................................................................................................. 266
FINANCIAL INDEBTEDNESS .......................................................................................................................................... 268
CAPITALISATION STATEMENT ..................................................................................................................................... 271
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
.............................................................................................................................................................................................. 272
SECTION VI: LEGAL AND OTHER INFORMATION ................................................................................................... 309
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ........................................................................... 309
GOVERNMENT AND OTHER APPROVALS .................................................................................................................. 312
OTHER REGULATORY AND STATUTORY DISCLOSURES ....................................................................................... 314
SECTION VII: OFFER INFORMATION........................................................................................................................... 331
TERMS OF THE OFFER ..................................................................................................................................................... 331
OFFER STRUCTURE ......................................................................................................................................................... 336
OFFER PROCEDURE ......................................................................................................................................................... 339
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ..................................................................... 354
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ................................................................. 355
SECTION IX: OTHER INFORMATION ........................................................................................................................... 396
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................. 396
DECLARATION .................................................................................................................................................................... 399

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 SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines or
policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended, supplemented or re-enacted
from time to time, and any reference to a statutory provision shall include any subordinate legislation framed from time
to time under that provision.

The words and expressions used in this Red Herring Prospectus but not defined herein shall have, to the extent applicable,
the same meaning ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, 2013, the SCRA, the
Depositories Act and the rules and regulations framed thereunder. Notwithstanding the foregoing, the terms used in
“Industry Overview”, “Key Regulations and Policies”, “Statement of Special Tax Benefits”, “Restated Financial
Statements”, “Basis for Offer Price”, “Outstanding Litigation and Material Developments”, “Offer Procedure” and
“Main Provisions of Articles of Association” beginning on pages 127, 174, 122, 207, 119, 309, 339 and 355 respectively
shall have the meaning ascribed to them in the relevant section.

General Terms
Term Description
“our Company”, “the Indigo Paints Limited, a public limited company incorporated under the Companies Act, 1956 and
Company”, “the Issuer” having its registered and corporate office at Indigo Towers, Street-5, Pallod Farm-2, Baner Road,
Pune 411 045, Maharashtra, India
“we”, “us” or “our” Unless the context otherwise indicates or implies, refers to our Company

Company Related Terms

Term Description
Active Dealer Dealers that have issued at least two invoices in two different months in the 12 preceding months and
that have not been cancelled
“Articles of Association” or Articles of association of our Company, as amended
“AoA”
Audit Committee Audit committee of our Board, constituted in accordance with the applicable provisions of the
Companies Act, 2013, the SEBI Listing Regulations and as described in “Our Management” on pages
192-193
“Auditors” or “Statutory S R B C & CO LLP, the statutory auditors of our Company
Auditors”
“Board” or “Board of Board of directors of our Company or a duly constituted committee thereof
Directors”
Class A1 Equity Shares Class A1 equity shares of ₹ 10 each of our Company having differential voting rights
Class A2 Equity Shares Class A2 equity shares of ₹ 10 each of our Company having differential voting rights
Company Secretary and Company secretary and compliance officer of our Company, Sujoy Bose
Compliance Officer
Corporate Social Corporate social responsibility committee of our Company constituted in accordance with the
Responsibility Committee applicable provisions of the Companies Act, 2013 and as described in “Our Management” on page
196
Director(s) Directors on our Board
Equity Shares Equity shares of face value of ₹10 each of our Company
ESOS 2014 Indigo Paints Private Limited – Employee Stock Option Scheme, 2014
ESOS 2019 Indigo Paints – Employee Stock Option Scheme, 2019
Executive Director Executive director on our Board
Frost & Sullivan Frost & Sullivan (India) Private Limited
Frost & Sullivan Report Report titled “Independent Market Report for Paints Sector in India” dated November 9, 2020, issued
by Frost & Sullivan
Halogen Chemicals Halogen Chemicals Private Limited
Independent Directors Independent directors on our Board
Investor Selling Shareholders Collectively, Sequoia Capital India Investments IV and SCI Investments V
IPO Committee IPO committee of our Board
“Key Managerial Personnel” Key managerial personnel of our Company shall have the meaning as set out under Regulation
or “KMP” 2(1)(bb) of the SEBI ICDR Regulations as described in “Our Management – Key Managerial
Personnel” on pages 198-200
Managing Director and Managing director and Chairman of our Company, Hemant Jalan
Chairman
“Memorandum of Memorandum of association of our Company, as amended
Association” or “MoA”
Nomination and Nomination and remuneration committee of our Company, constituted in accordance with the
Remuneration Committee applicable provisions of the Companies Act, 2013, the SEBI Listing Regulations and as described in
“Our Management” on pages 194-195
Preference Shares Collectively, the Series A1 CCCPS, Series A2 CCCPS, Series B CCCPS, and Series C CCCPS
2
 Term Description
Promoters The promoters of our Company, namely Hemant Jalan, Anita Jalan, Parag Jalan, Kamala Prasad Jalan
and Halogen Chemicals Private Limited. For details, see “Our Promoters and Promoter Group” on
pages 201-202
Promoter Group Persons and entities constituting the promoter group of our Company in terms of Regulation 2(1)(pp)
of the SEBI ICDR Regulations, as disclosed in “Our Promoters and Promoter Group” on page 204
Promoter Selling Shareholder Hemant Jalan
Registered and Corporate Indigo Tower, Street-5, Pallod Farm-2, Baner Road, Pune 411 045, Maharashtra, India
Office
“Registrar of Companies” or Registrar of Companies, Maharashtra at Pune
“RoC”
Restated Financial Statements Restated financial statements of our Company as at and for the six months ended September 30, 2020
and September 30, 2019 and as at and for the years ended March 31, 2020, March 31, 2019 and March
31, 2018 (proforma) comprise the restated summary statement of assets and liabilities as at September
30, 2020, September 30, 2019 and March 31, 2020, March 31, 2019 and March 31, 2018 (proforma),
the restated summary statements of profit and loss and the restated summary statement of cash flows
for the six months ended September 30, 2020, September 30, 2019 and for the years ended March 31,
2020, March 31, 2019 and March 31, 2018 (proforma), together with the summary statement of
significant accounting policies, and other explanatory information thereon derived from audited
financial statements as at and for the six months ended September 30, 2020 and September 30, 2019
each prepared in accordance with Ind AS 34 and audited financial statements as at and for the year
ended March 31, 2020 prepared in accordance with Ind AS and audited financial statements as at and
for the years ended March 31, 2019 and March 31, 2018 prepared in accordance with IGAAP and
restated in accordance with the SEBI ICDR Regulations and the Guidance Note on Reports in
Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time
Scheme of Amalgamation Scheme of amalgamation pursuant to which Hi-Build Coatings Private Limited, a wholly owned
subsidiary of our Company, was amalgamated into our Company pursuant to the order dated March
2, 2017 of the National Company Law Tribunal, Mumbai, sanctioning a scheme of amalgamation
under Sections 391 to 394 of the Companies Act, 1956 (corresponding Sections 230 and 231 of the
Companies Act, 2013). The appointed date was April 1, 2016 while the effective date was April 19,
2017
SCII V SCI Investments V
Selling Shareholders Collectively, the Promoter Selling Shareholder and the Investor Selling Shareholders
Sequoia IV Sequoia Capital India Investments IV
Series A1 CCCPS Series A1 fully and compulsorily convertible cumulative preference shares of face value of ₹ 100
each of our Company
Series A2 CCCPS Series A2 fully and compulsorily convertible cumulative preference shares of face value of ₹ 100
each of our Company
Series B CCCPS Series B fully and compulsorily convertible cumulative preference shares of face value of ₹ 100 each
of our Company
Series C CCCPS Series C fully and compulsorily convertible cumulative preference shares of face value of ₹ 10 each
of our Company
“Shareholders’ Agreement” Amended and restated shareholders’ agreement dated February 8, 2016 entered into by and among
or “SHA 2016” our Company, Sequoia IV, SCII V, our Promoters and Tara Devi Jalan
Shareholders Shareholders of our Company from time to time
Shareholders’ Amendment Amendment agreement dated October 27, 2020 to the Shareholders’ Agreement entered into by and
Agreement among our Company, Sequoia IV, SCII V, our Promoters and Tara Devi Jalan
Stakeholders’ Relationship Stakeholders’ relationship committee of our Company, constituted in accordance with the applicable
Committee provisions of the Companies Act, 2013 and the SEBI Listing Regulations and as described in “Our
Management” on pages 195-196
SIPCOT State Industries Promotion Corporation of Tamil Nadu Limited

Offer Related Terms

Term Description
Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary to a Bidder as proof of
registration of the Bid cum Application Form
“Allot” or “Allotment” or Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh Issue and
“Allotted” transfer of the respective portion of the Offered Shares pursuant to the Offer for Sale to the successful
Bidders
Allotment Advice A note or advice or intimation of Allotment sent to the successful Bidders who have been or are to be
Allotted the Equity Shares after the Basis of Allotment has been approved by the Designated Stock
Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the
requirements specified in the SEBI ICDR Regulations and this Red Herring Prospectus and who has
Bid for an amount of at least ₹100 million

3
 Term Description
Anchor Investor Allocation The price at which Equity Shares will be allocated to the Anchor Investors in terms of this Red Herring
Price Prospectus and the Prospectus, which will be decided by our Company and the Selling Shareholders,
in consultation with the Book Running Lead Managers during the Anchor Investor Bid/Offer Period
Anchor Investor Application The application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
Form which will be considered as an application for Allotment in terms of this Red Herring Prospectus and
the Prospectus
Anchor Investor Bid/Offer One Working Day prior to the Bid/ Offer Opening Date, on which Bids by Anchor Investors shall be
Period submitted and allocation to the Anchor Investors shall be completed
Anchor Investor Offer Price The final price at which the Equity Shares will be Allotted to the Anchor Investors in terms of this
Red Herring Prospectus and the Prospectus, which price will be equal to or higher than the Offer Price
but not higher than the Cap Price.

The Anchor Investor Offer Price will be decided by our Company and the Selling Shareholders, in
consultation with the Book Running Lead Managers
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company, in consultation with the Book
Running Lead Managers, to the Anchor Investors on a discretionary basis in accordance with the
SEBI ICDR Regulations.

One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to
valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price, in accordance with the SEBI ICDR Regulations
“Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Bid and authorising
Blocked Amount” or an SCSB to block the Bid Amount in the ASBA Account and will include applications made by RIBs
“ASBA” using the UPI Mechanism where the Bid Amount will be blocked upon acceptance of UPI Mandate
Request by RIBs using the UPI Mechanism
ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA Form
submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant ASBA Form and
includes the account of an RIB which is blocked upon acceptance of a UPI Mandate Request made
by the RIBs using the UPI Mechanism
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids, which
will be considered as the application for Allotment in terms of this Red Herring Prospectus and the
Prospectus
Banker(s) to the Offer Collectively, Escrow Collection Bank(s), Public Offer Bank(s), Sponsor Bank(s) and Refund Bank(s),
as the case may be
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer as described in
“Offer Procedure” beginning on page 339
Bid An indication to make an offer during the Bid/ Offer Period by a Bidder (other than an Anchor
Investor) pursuant to submission of the ASBA Form, or during the Anchor Investor Bid/ Offer Period
by an Anchor Investor, pursuant to submission of the Anchor Investor Application Form, to subscribe
to or purchase the Equity Shares at a price within the Price Band, including all revisions and
modifications thereto as permitted under the SEBI ICDR Regulations and in terms of this Red Herring
Prospectus and the Bid cum Application Form. The term “Bidding” shall be construed accordingly
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and, in the case of
RIBs Bidding at the Cut off Price, the Cap Price multiplied by the number of Equity Shares Bid for
by such RIBs and mentioned in the Bid cum Application Form and payable by the Bidder or blocked
in the ASBA Account of the ASBA Bidder, as the case may be, upon submission of the Bid which
shall be net of the Employee Discount, as applicable.

However, Eligible Employees applying in the Employee Reservation Portion can apply at the Cut-off
Price and the Bid amount shall be Cap Price net of Employee Discount, multiplied by the number of
Equity Shares Bid for by such Eligible Employee and mentioned in the Bid cum Application Form
Bid cum Application Form Anchor Investor Application Form or the ASBA Form, as the context requires
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the Designated
Intermediaries will not accept any Bids, being January 22, 2021, which shall be notified in all editions
of Financial Express, an English national daily newspaper, all editions of Jansatta, a Hindi national
daily newspaper and Pune edition of Prabhat, a Marathi newspaper, Marathi being the regional
language of Maharashtra, where our Registered and Corporate Office is located, each with wide
circulation.

In case of any revision, the extended Bid/Offer Closing Date shall also be notified on the websites of
the Book Running Lead Managers and at the terminals of the Syndicate Members and communicated
to the Designated Intermediaries and the Sponsor Bank, which shall also be notified in an
advertisement in the same newspapers in which the Bid/Offer Opening Date was published, as
required under the SEBI ICDR Regulations
Bid/ Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the Designated
Intermediaries shall start accepting Bids, being January 20, 2021, which shall be notified in all
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 Term Description
editions of Financial Express, an English national daily newspaper, all editions of Jansatta, a Hindi
national daily newspaper and Pune edition of Prabhat, a Marathi newspaper, Marathi being the
regional language of Maharashtra, where our Registered and Corporate Office is located, each with
wide circulation
Bid/ Offer Period Except in relation to Anchor Investors, the period between the Bid/ Offer Opening Date and the Bid/
Offer Closing Date, inclusive of both days, during which prospective Bidders can submit their Bids,
including any revisions thereof in accordance with the SEBI ICDR Regulations
Bidder Any prospective investor who makes a Bid pursuant to the terms of this Red Herring Prospectus and
the Bid cum Application Form and unless otherwise stated or implied, includes an Anchor Investor
Bidding Centres The centres at which the Designated Intermediaries shall accept the Bid cum Application Forms, i.e.,
Designated Branches for SCSBs, Specified Locations for the Syndicate, Broker Centres for
Registered Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs
Book Building Process Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in terms of
which the Offer is being made
“Book Running Lead The book running lead managers to the Offer, namely, Kotak Mahindra Capital Company Limited,
Managers” or “BRLMs” Edelweiss Financial Services Limited and ICICI Securities Limited
Broker Centres The broker centres notified by the Stock Exchanges where Bidders can submit the ASBA Forms to a
Registered Broker.

The details of such Broker Centres, along with the names and the contact details of the Registered
Brokers are available on the respective websites of the Stock Exchanges ([Link] and
[Link])
“CAN” Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been
allocated the Equity Shares, on or after the Anchor Investor Bid/ Offer Period
Cap Price The higher end of the Price Band, subject to any revisions thereto, above which the Offer Price and
the Anchor Investor Offer Price will not be finalised and above which no Bids will be accepted
Cash Escrow and Sponsor Agreement dated January 6, 2021, entered amongst our Company, the Selling Shareholders, the Book
Bank Agreement Running Lead Managers, Syndicate Members, the Bankers to the Offer and Registrar to the Offer,
inter alia, for collection of the Bid Amounts from Anchor Investors, transfer of funds to the Public
Offer Account and where applicable, remitting refunds of the amounts collected from Anchor
Investors, on the terms and conditions thereof
Client ID The client identification number maintained with one of the Depositories in relation to demat account
“Collecting Depository A depository participant as defined under the Depositories Act, 1996 registered with SEBI and who
Participant” or “CDP” is eligible to procure Bids from relevant Bidders at the Designated CDP Locations in terms of the
SEBI circular number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
as per the list available on the websites of BSE and NSE, as updated from time to time
Cut-off Price The Offer Price, finalised by our Company and the Selling Shareholders, in consultation with the
Book Running Lead Managers, which shall be any price within the Price Band.

Only Retail Individual Bidders Bidding in the Retail Portion, Eligible Employees under the Employee
Reservation Portion are entitled to Bid at the Cut-off Price. QIBs and Non-Institutional Bidders are
not entitled to Bid at the Cut-off Price
Demographic Details Details of the Bidders including the Bidders’ address, name of the Bidders’ father/husband, investor
status, occupation, bank account details and UPI ID, wherever applicable
Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is available on the
website of SEBI at [Link] or at
such other website as may be prescribed by SEBI from time to time
Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms.

The details of such Designated CDP Locations, along with names and contact details of the CDPs
eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges
([Link] and [Link]), as updated from time to time
Designated Date The date on which funds from the Escrow Account(s) are transferred to the Public Offer Account(s)
or the Refund Account(s), as appropriate, and the relevant amounts blocked in the ASBA Accounts
are transferred to the Public Offer Account(s) and /or are unblocked, as applicable, in terms of this
Red Herring Prospectus and the Prospectus, after finalization of the Basis of Allotment in consultation
with the Designated Stock Exchange, following which the Equity Shares may be Allotted to
successful Bidders in the Offer
Designated Intermediary(ies) In relation to ASBA Forms submitted by RIBs (not using the UPI mechanism) by authorising an
SCSB to block the Bid Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs.

In relation to ASBA Forms submitted by RIBs where the Bid Amount will be blocked upon
acceptance of UPI Mandate Request by such RIB using the UPI Mechanism, Designated
Intermediaries shall mean Syndicate, sub-syndicate/agents, Registered Brokers, CDPs, SCSBs and
RTAs.

In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders, Designated

Intermediaries shall mean Syndicate, Sub-Syndicate/ agents, SCSBs, Registered Brokers, the CDPs
and RTAs
5
 Term Description
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs. The details of such
Designated RTA Locations, along with names and contact details of the RTAs eligible to accept
ASBA Forms are available on the respective websites of the Stock Exchanges ([Link]
and [Link]), as updated from time to time
Designated Stock Exchange BSE
“Draft Red Herring The draft red herring prospectus dated November 11, 2020 filed with SEBI and issued in accordance
Prospectus” or “DRHP” with the SEBI ICDR Regulations, which does not contain complete particulars of the price at which
the Equity Shares will be Allotted and the size of the Offer
Edelweiss Edelweiss Financial Services Limited
Eligible Employee(s) All or any of the following: (a) a permanent employee of our Company (excluding such employees
who are not eligible to invest in the Offer under applicable laws) as of the date of filing of this Red
Herring Prospectus with the RoC and who continues to be a permanent employee of our Company,
until the submission of the Bid cum Application Form; and (b) a Director of our Company, whether
whole time or not, who is eligible to apply under the Employee Reservation Portion under applicable
law as on the date of filing of this Red Herring Prospectus with the RoC and who continues to be a
Director of our Company, until the submission of the Bid cum Application Form, but not including
Directors who either themselves or through their relatives or through any body corporate, directly or
indirectly, hold more than 10% of the outstanding Equity Shares of our Company.

The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall
not exceed ₹ 500,000 (net of Employee Discount). However, the initial Allotment to an Eligible
Employee in the Employee Reservation Portion shall not exceed ₹ 200,000. Only in the event of
under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available
for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹
200,000, subject to the maximum value of Allotment made to such Eligible Employee not exceeding
₹ 500,000 (net of Employee Discount)
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or invitation under
the Offer and in relation to whom the Bid cum Application Form and this Red Herring Prospectus
will constitute an invitation to subscribe to or to purchase the Equity Shares
Employee Discount Discount of up to 10% to the Offer Price (equivalent of ₹ [●] per Equity Share) which may be offered
to Eligible Employees, as may be decided by our Company and the Selling Shareholders in
consultation with the Book Running Lead Managers, bidding in the Employee Reservation Portion in
accordance with the SEBI ICDR Regulations and details of which will be announced at least two
Working Days prior to the Bid / Offer Opening Date
Employee Reservation The portion of the Offer being up to 70,000 Equity Shares, aggregating to ₹ [●] available for allocation
Portion to Eligible Employees, on a proportionate basis. Such portion shall not exceed 5% of the post-Offer
Equity Share capital of the Company.

Further, a discount of up to 10% to the Offer Price (equivalent of ₹ [●] per Equity Share) may be
offered to Eligible Employees, bidding in the Employee Reservation Portion in accordance with the
SEBI ICDR Regulations and details of which will be announced at least two Working Days prior to
the Bid / Offer Opening Date
Escrow Account(s) The account(s) opened with the Escrow Collection Bank and in whose favour the Anchor Investors
will transfer money through NACH/direct credit/NEFT/RTGS in respect of the Bid Amount when
submitting a Bid
Escrow Collection Bank Bank which is a clearing member and registered with SEBI as a banker to an issue under the SEBI
BTI Regulations and with whom the Escrow Account(s) will be opened, in this case being ICICI Bank
Limited
First Bidder or Sole Bidder Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision Form and
in case of joint Bids, whose name shall also appear as the first holder of the beneficiary account held
in joint names
Floor Price The lower end of the Price Band, subject to any revision(s) thereto, not being less than the face value
of Equity Shares, at or above which the Offer Price and the Anchor Investor Offer Price will be
finalised and below which no Bids will be accepted
Fresh Issue Fresh issue of up to [●] Equity Shares aggregating to ₹ 3,000 million by our Company
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the Fugitive
Economic Offenders Act, 2018
“General Information The General Information Document for investing in public issues prepared and issued in accordance
Document” or “GID” with the SEBI circular number CIR/CFD/DIL/12/2013 dated October 23, 2013, notified by SEBI and
updated pursuant to the SEBI circular number CIR/CFD/POLICYCELL/11/2015 dated November
10, 2015, the SEBI circular number CIR/CFD/DIL/1/2016 dated January 1, 2016, the SEBI circular
number SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016, the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, the SEBI circular number
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, the SEBI circular number
SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2019, and the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2020 dated March 30, 2020 as amended from time to time. The General
6
 Term Description
Information Document shall be available on the websites of the Stock Exchanges and the Book
Running Lead Managers
ICICI Securities ICICI Securities Limited
Kotak Kotak Mahindra Capital Company Limited
Monitoring Agency ICICI Bank Limited
Monitoring Agency Agreement dated January 8, 2021, entered between our Company and the Monitoring Agency
Agreement
Mutual Fund Portion 5% of the Net QIB Portion, or [●] Equity Shares which shall be available for allocation to Mutual
Funds only on a proportionate basis, subject to valid Bids being received at or above the Offer Price
Net Offer The Offer less than Employee Reservation Portion
Net Proceeds Proceeds of the Fresh Issue less our Company’s share of the Offer expenses. For further details
regarding the use of the Net Proceeds and the Offer expenses, see “Objects of the Offer” beginning
on page 90
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allocated to the Anchor Investors
“Non-Institutional Bidders” All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity Shares for an
or “Non-Institutional amount of more than ₹200,000 (but not including NRIs other than Eligible NRIs)
Investors”
Non-Institutional Portion The portion of the Offer being not less than 15% of the Net Offer consisting of [●] Equity Shares
which shall be available for allocation on a proportionate basis to Non-Institutional Bidders, subject
to valid Bids being received at or above the Offer Price
Non-Resident Person resident outside India, as defined under FEMA and includes a non-resident Indian, FVCIs and
FPIs
Offer The initial public offer of Equity Shares comprising the Fresh Issue and the Offer for Sale. The Offer
comprises the Net Offer and Employee Reservation Portion
Offer Agreement Agreement dated November 11, 2020 entered amongst our Company, the Selling Shareholders and
the Book Running Lead Managers, pursuant to which certain arrangements have been agreed to in
relation to the Offer
Offer for Sale The offer for sale of 5,840,000 Equity Shares aggregating to ₹ [●] million by the Selling Shareholders
in the Offer
Offer Price The final price at which Equity Shares will be Allotted to ASBA Bidders in terms of this Red Herring
Prospectus and the Prospectus. Equity Shares will be Allotted to Anchor Investors at the Anchor
Investor Offer Price, which will be decided by our Company and the Selling Shareholders, in
consultation with the Book Running Lead Managers, in terms of this Red Herring Prospectus and the
Prospectus.

The Offer Price will be decided by our Company and each of the Selling Shareholders, in consultation
with the Book Running Lead Managers, on the Pricing Date in accordance with the Book Building
Process and this Red Herring Prospectus.

A discount of up to 10% to the Offer Price (equivalent of ₹ [●] per Equity Share) may be offered to
Eligible Employees bidding in the Employee Reservation Portion. This Employee Discount, if any,
will be decided by our Company and the Selling Shareholders in consultation with the BRLMs
Offer Proceeds The proceeds of the Fresh Issue which shall be available to our Company and the proceeds of the
Offer for Sale which shall be available to the Selling Shareholders. For further information about use
of the Offer Proceeds, see “Objects of the Offer” beginning on page 90
Offered Shares Up to 5,840,000 Equity Shares aggregating to ₹ [●] million being offered by the Selling Shareholders
in the Offer for Sale
Price Band The price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the maximum price
of ₹[●] per Equity Share (Cap Price) including any revisions thereof.

The Price Band and the minimum Bid Lot size for the Offer will be decided by our Company and
Selling Shareholders, in consultation with the Book Running Lead Managers, and will be advertised,
at least two Working Days prior to the Bid/Offer Opening Date, in all editions of Financial Express,
an English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper and
Pune edition of Prabhat, a Marathi newspaper, Marathi being the regional language of Maharashtra,
where our Registered and Corporate Office is located, each with wide circulation and shall be made
available to the Stock Exchanges for the purpose of uploading on their respective websites
Pricing Date The date on which our Company and the Selling Shareholders, in consultation with the Book Running
Lead Managers, will finalise the Offer Price
Prospectus The prospectus to be filed with the RoC on or after the Pricing Date in accordance with Section 26 of
the Companies Act, 2013 and the SEBI ICDR Regulations containing, inter alia, the Offer Price that
is determined at the end of the Book Building Process, the size of the Offer and certain other
information, including any addenda or corrigenda thereto
Public Offer Account Bank account opened with the Public Offer Bank, under Section 40(3) of the Companies Act, 2013
to receive monies from the Escrow Account(s) and ASBA Accounts on the Designated Date
Public Offer Bank The bank with which the Public Offer Account will be opened, in this case being ICICI Bank Limited
QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not more than 50% of the Net
Offer comprising [●] Equity Shares which shall be allocated to QIBs (including Anchor Investors),
on a proportionate basis, (in which allocation to Anchor Investors shall be on a discretionary basis, as
7
 Term Description
determined by our Company in consultation with the Book Running Lead Managers), subject to valid
Bids being received at or above the Offer Price
Qualified Institutional Buyers Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations
or QIBs or QIB Bidders
Red Herring Prospectus or This red herring prospectus dated January 11, 2021 issued by our Company in accordance with
RHP Section 32 of the Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which
does not have complete particulars of the Offer Price and the size of the Offer, including any addenda
or corrigenda thereto. This Red Herring Prospectus will be filed with the RoC at least three Working
Days before the Bid/Offer Opening Date and will become the Prospectus upon filing with the RoC
after the Pricing Date
Refund Account Account opened with the Refund Bank, from which refunds, if any, of the whole or part of the Bid
Amount to the Bidders shall be made
Refund Bank Bank which is a clearing member and registered with SEBI as a banker to an issue under the SEBI
BTI Regulations and with whom the Refund Account will be opened, in this case being ICICI Bank
Limited
Registered Brokers Stock brokers registered with SEBI and the stock exchanges having nationwide terminals, other than
the members of the Syndicate and eligible to procure Bids in terms of the SEBI circular number
CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI
Registrar Agreement Agreement dated November 9, 2020 entered by and amongst our Company, the Selling Shareholders
and the Registrar to the Offer, in relation to the responsibilities and obligations of the Registrar
pertaining to the Offer
“Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids from relevant
Agents” or “RTAs” Bidders at the Designated RTA Locations as per the list available on the websites of BSE and NSE,
and the UPI Circulars
“Registrar to the Offer” or Link Intime India Private Limited
“Registrar”
“Retail Individual Bidder(s)” Individual Bidders, who have Bid for the Equity Shares for an amount not more than ₹200,000 in any
or “RIB(s)” of the bidding options in the Offer (including HUFs applying through their Karta and Eligible NRIs)
Retail Portion Portion of the Offer being not less than 35% of the Net Offer consisting of [●] Equity Shares which
shall be available for allocation to Retail Individual Bidders (subject to valid Bids being received at
or above the Offer Price), which shall not be less than the minimum Bid Lot subject to availability in
the Retail Portion, and the remaining Equity Shares to be Allotted on a proportionate basis
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of
their Bid cum Application Forms or any previous Revision Form(s), as applicable.

QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their Bids (in terms
of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders and Eligible
Employees Bidding in the Employee Reservation Portion can revise their Bids during the Bid/ Offer
Period and withdraw their Bids until Bid/Offer Closing Date
Self-Certified Syndicate The list of SCSBs notified by SEBI for the ASBA process is available at
Bank(s) or SCSB(s) [Link] or at such other website
as may be prescribed by SEBI from time to time. A list of the Designated SCSB Branches with which
an ASBA Bidder (other than a RII using the UPI Mechanism), not bidding through Syndicate/Sub
Syndicate or through a Registered Broker, RTA or CDP may submit the Bid cum Application Forms,
is available at
[Link] or at
such other websites as may be prescribed by SEBI from time to time.

In relation to Bids (other than Bids by Anchor Investor) submitted to a member of the Syndicate, the
list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive
deposits of Bid cum Application Forms from the members of the Syndicate is available on the website
of the SEBI
([Link] and
updated from time to time. For more information on such branches collecting Bid cum Application
Forms from the Syndicate at Specified Locations, see the website of the SEBI at
[Link]
updated from time to time.

In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and
SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Retail Individual
Investors Bidding using the UPI Mechanism may apply through the SCSBs and mobile applications
whose names appears on the website of the SEBI
([Link] and
([Link]
respectively, as updated from time to time
Share Escrow Agent The share escrow agent appointed pursuant to the Share Escrow Agreement, namely, Link Intime
India Private Limited
Share Escrow Agreement Agreement dated January 6, 2021, entered amongst our Company, the Selling Shareholders and the
Share Escrow Agent in connection with the transfer of the respective portion of Offered Shares by
8
 Term Description
the Selling Shareholders and credit of such Offered Shares to the demat account of the Allottees in
accordance with the Basis of Allotment
Specified Locations Bidding Centres where the Syndicate shall accept Bid cum Application Forms
Sponsor Bank ICICI Bank Limited, being a Banker to the Offer, appointed by our Company to act as a conduit
between the Stock Exchanges and NPCI in order to push the mandate collect requests and / or payment
instructions of the RIBs using the UPI Mechanism and carry out other responsibilities, in terms of the
UPI Circulars
“Syndicate” or “Members of Together, the Book Running Lead Managers and the Syndicate Members
the Syndicate”
Syndicate Agreement Agreement dated January 8, 2021, entered amongst our Company, the Selling Shareholders, the Book
Running Lead Managers, the Registrar and the Syndicate Members, in relation to collection of Bids
by the Syndicate
Syndicate Members Intermediaries registered with SEBI, namely, Kotak Securities Limited and Edelweiss Broking
Limited
Underwriters [●]
Underwriting Agreement Agreement to be entered amongst our Company, the Selling Shareholders and the Underwriters to be
entered into on or after the Pricing Date but prior to filing of the Prospectus with the RoC
UPI Unified payments interface which is an instant payment mechanism, developed by NPCI
UPI Circulars SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular
number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular number
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 and any subsequent circulars or
notifications issued by SEBI in this regard
UPI ID ID created on the UPI for single-window mobile payment system developed by the NPCI
UPI Mandate Request A request (intimating the RIB by way of a notification on the UPI linked mobile application and by
way of an SMS on directing the RIB to such UPI linked mobile application) to the RIB initiated by
the Sponsor Bank to authorise blocking of funds on the UPI application equivalent to Bid Amount
and subsequent debit of funds in case of Allotment.

In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and
SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 da ted July 26, 2019, Retail Individual
Investors Bidding using the UPI Mechanism may apply through the SCSBs and mobile applications
whose names appears on the website of the SEBI
([Link] mId=40) and
([Link]
respectively, as updated from
time to time.
UPI Mechanism The bidding mechanism that may be used by RIBs in accordance with the UPI Circulars to make an
ASBA Bid in the Offer
Wilful Defaulter A company or person, as the case may be, categorised as a wilful defaulter by any bank or financial
institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the
RBI and includes any company whose director or promoter is categorised as such
Working Day All days on which commercial banks in Mumbai are open for business provided however, with
reference to (a) announcement of Price Band and (b) Bid/Offer Period, the term Working Day shall
mean all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in
Mumbai are open for business and (c) the time period between the Bid/ Offer Closing Date and the
listing of the Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading days of
the Stock Exchanges, excluding Sundays and bank holidays, as per circulars issued by SEBI

Technical/Industry Related Terms or Abbreviations

Term Description
Adjusted Gross Margin Adjusted Gross Margin is calculated as revenue from operations less Adjusted Material Cost.
Adjusted Material Cost Adjusted Material Cost is calculated as cost of raw material and components consumed plus purchase
of traded goods, decrease/ (increase) in inventories of finished goods and traded goods, excise duty
on sale of goods, and freight and forwarding charges.
BARC Broadcast Audience Research Council
CAGR Compounded Annual Growth Rate (as a %): (End Year Value/ Base Year Value) ^ (1/No. of years
between Base year and End year) –1 [^ denotes ‘raised to’]
Capital Employed Capital employed is calculated as total assets less current liabilities, plus borrowings under current
liabilities, current maturities of long-term debts and lease liabilities under current liabilities
CWIP Capital work-in-progress
Debt to Equity Debt to equity is calculated as borrowings under non-current liabilities plus current maturities of long-
term debts plus borrowings under current liabilities, divided by total equity.
DPL Dealer Price List
9
 Term Description
EBITDA EBITDA is calculated as restated profit for the year/ period, plus total tax expenses, exceptional items,
finance costs and depreciation and amortization expenses, less other income.
EBITDA Margin EBITDA Margin is the percentage of EBITDA divided by revenue from operations.
Gross Margin Gross Margin is calculated as revenue from operations less Material Cost.
ISO International Organization for Standardization
KLPA Kilo liters per annum
Material Cost Material Cost is calculated as cost of raw material and components consumed plus purchase of traded
goods, decrease/ (increase) in inventories of finished goods and traded goods, and excise duty on sale
of goods.
Media Advertising Spend Media advertising spend comprises payments incurred towards (i) the media agency engaged by us
for securing advertisement slots from media channels, (ii) digital media activities; (iii) media houses,
(iv) BARC, (v) provisions for other expenses, and (vi) media advertising expenses.
Metros Area with a population above 2.5 million
MRP Maximum Retail Price
MTPA Metric tonnes per annum
Non-GAAP Measure(s) Non-GAAP measures comprises EBIT, EBITDA, EBITDA Margin, Material Cost, Adjusted Material
Cost, Gross Margin, Adjusted Gross Margin, Other Operating Expenses, Capital Employed, Return
on Capital Employed, Return on Equity, Debt to Equity, PAT Margin, CAGR and others.

For a reconciliation of these Non-GAAP Measures, see “Management’s Discussion and Analysis of
Financial Condition and Results Of Operations – Non-GAAP Measures” on pages 287-290.
Other Operating Expenses Other operating expenses is calculated as other expenses less freight and forwarding charges and
advertisement and sales promotion expenses.
PAT Margin PAT Margin is calculated as restated profit for the year/ period divided by total income, represented
as a percentage.
PPE Property, plant and equipment
ROCE Return on Capital Employed is calculated as EBIT divided by Capital Employed.
ROE Return on equity is calculated as restated profit for the year/ period divided by total equity.
ROU Right to use assets
Rural Area Area with a population of less than 50,000
Tier 1 City Area with a population between 1 million and 2.5 million
Tier 2 City Area with a population between 500,000 and 1 million
Tier 3 City Area with a population between 200,000 and 500,000
Tier 4 City Area with a population between 50,000 and 200,000
Total Borrowings Total borrowings is calculated as borrowings under non-current liabilities, plus current maturities of
long-term debts, plus borrowings under current liabilities

Conventional and General Terms or Abbreviations

Term Description
₹/Rs./Rupees/INR Indian Rupees
AIFs Alternative Investments Funds
AGM Annual general meeting
BSE BSE Limited
Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF
Regulations
Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF
Regulations
Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF
Regulations
Category I FPIs FPIs who are registered as “Category I Foreign Portfolio Investors” under the SEBI FPI Regulations
CDSL Central Depository Services (India) Limited
CFO Chief Financial Officer
CIN Corporate Identity Number
Companies Act or Companies Companies Act, 2013, along with the relevant rules framed thereunder
Act, 2013
COVID-19 Coronavirus disease 2019, a respiratory illness caused by the Novel Coronavirus and a public health
emergency of international concern as declared by the World Health Organization on January 30,
2020 and a pandemic on March 11, 2020
Companies Act, 1956 Companies Act, 1956, along with the relevant rules framed thereunder
Depositories NSDL and CDSL
Depositories Act Depositories Act, 1996
DIN Director Identification Number
DP or Depository Participant A depository participant as defined under the Depositories Act

10
 Term Description
DP ID Depository Participant’s Identification
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India (formerly known as the Department of Industrial Policy and Promotion)
DP ID Depository Participant Identification
DP/ Depository Participant Depository participant as defined under the Depositories Act
EGM Extraordinary General Meeting
EPS Earnings Per Share
FDI Foreign direct investment
FDI Policy Consolidated Foreign Direct Investment Policy notified by the DPIIT by way of circular bearing
number DPIIT file number 5(2)/2020-FDI Policy dated October 15, 2020 effective from October 15,
2020
FEMA The Foreign Exchange Management Act, 1999, read with rules and regulations there under
FEMA Non-debt Instruments Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Rules
FEMA Regulations The Foreign Exchange Management (Non Debt Instruments) Rules, 2019, the Foreign Exchange
Management (Mode of Payment and Reporting of Non Debt Instruments) Regulations, 2019 and the
Foreign Exchange Management (Debt Instruments) Regulations, 2019, as applicable
Financial Year/ Fiscal/Fiscal Unless stated otherwise, the period of 12 months ending March 31 of that particular year.
Year/ FY
FIR First information report
FPI(s) Foreign portfolio investors as defined under the SEBI FPI Regulations
FVCI(s) Foreign venture capital investors as defined and registered under the SEBI FVCI Regulations
GAAR General Anti-Avoidance Rules
Gazette Gazette of India
GDP Gross domestic product
GoI or Government or Central Government of India
Government
GST Goods and services tax
IBC The Insolvency and Bankruptcy Code, 2016
ICAI The Institute of Chartered Accountants of India
HUF Hindu Undivided Family
HNI High Net worth Individual
Ind AS/ Indian Accounting Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read with the
Standards Companies (Indian Accounting Standards) Rules, 2015, as amended
India Republic of India
Indian GAAP/ IGAAP Accounting standards notified under Section 133 of the Companies Act, 2013 read with Companies
(Accounting Standards) Rules 2006 and the Companies (Accounts) Rules, 2014 in so far as they apply
to our Company, as amended
IPC The Indian Penal Code, 1860
IPO Initial public offering
IRDAI Insurance Regulatory and Development Authority of India
IST Indian Standard Time
IT Information Technology
IT Act The Income Tax Act, 1961
MCA Ministry of Corporate Affairs
MICR Magnetic Ink Character Recognition
Mutual Funds Mutual funds registered under the Securities and Exchange Board of India (Mutual Funds)
Regulations, 1996
N/A Not applicable
NAV Net Asset Value
NEFT National Electronic Funds Transfer
Novel Coronavirus Severe acute respiratory syndrome coronavirus 2, a strain of coronavirus that causes coronavirus
disease 2019, a respiratory illness.
NRI Person resident outside India, who is a citizen of India or a person of Indian origin, and shall have the
meaning ascribed to such term in the Foreign Exchange Management (Deposit) Regulations, 2016 or
an overseas citizen of India cardholder within the meaning of Section 7(A) of the Citizenship Act,
1955
NRE Account Non-resident external rupee account
NRO Account Non-resident ordinary account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB or Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to the extent of
Body at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is
irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date had taken benefits under the general permission granted to OCBs under
FEMA. OCBs are not allowed to invest in the Offer
p.a. Per annum

11
 Term Description
P/E Price/earnings
P/E Ratio Price to Earnings ratio
PAN Permanent Account Number
PAT Profit after tax
RBI The Reserve Bank of India
RBI Act The Reserve Bank of India Act, 1934
Regulation S Regulation S under the U.S. Securities Act
RTGS Real Time Gross Settlement
Rule 144A Rule 144A under the U.S. Securities Act
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
Regulations
SEBI SBEB Regulations Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as repealed
pursuant to the SEBI AIF Regulations
State Government The government of a state in India
Stock Exchanges BSE and NSE
STT Securities transaction tax
Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
TAN Tax deduction account number
U.S. Securities Act U.S. Securities Act of 1933
U.S./USA/United States United States of America
USD or US$ United States Dollars
VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI VCF Regulations

12
 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

All references in this Red Herring Prospectus to “India” are to the Republic of India and its territories and possessions
and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State
Government” are to the Government of India, central or state, as applicable and all references to the “US”, “U.S.” “USA”
or “United States” are to the United States of America and its territories and possessions.

Unless otherwise specified, any time mentioned in this Red Herring Prospectus is in Indian Standard Time (“IST”).
Unless indicated otherwise, all references to a year in this Red Herring Prospectus are to a calendar year.

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

Financial Data

Unless stated otherwise or the context otherwise requires, the financial data in this Red Herring Prospectus is derived
from the Restated Financial Statements.

Restated financial statements of our Company as at and for the six months ended September 30, 2020 and September 30,
2019 and as at and for the years ended March 31, 2020, March 31, 2019 and March 31, 2018 (proforma) comprise the
restated summary statement of assets and liabilities as at September 30, 2020, September 30, 2019 and March 31, 2020,
March 31, 2019 and March 31, 2018 (proforma), the restated summary statements of profit and loss and the restated
summary statement of cash flows for the six months ended September 30, 2020, September 30, 2019 and for the years
ended March 31, 2020, March 31, 2019 and March 31, 2018 (proforma), together with the summary statement of
significant accounting policies, and other explanatory information thereon derived from audited financial statements as
at and for the six months ended September 30, 2020 and September 30, 2019 each prepared in accordance with Ind AS
34 and audited financial statements as at and for the year ended March 31, 2020 prepared in accordance with Ind AS and
audited financial statements as at for the years ended March 31, 2019 and March 31, 2018 prepared in accordance with
IGAAP and restated in accordance with the SEBI ICDR Regulations and the Guidance Note on Reports in Company
Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time.

For further information on our Company’s financial information, see “Restated Financial Statements” beginning on page
207.

Our Company’s financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all references
in this Red Herring Prospectus to a particular Financial Year, Fiscal or Fiscal Year, unless stated otherwise, are to the 12-
month period ended on March 31 of that particular calendar year and hence the financial information or restated financial
statements prepared for the six months ended September 30 are not comparable to the financial information or the restated
financial statements prepared for 12 months ended March 31.

There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to explain those
differences or quantify their impact on the financial data included in this Red Herring Prospectus and it is urged that you
consult your own advisors regarding such differences and their impact on our Company’s financial data. For details in
connection with risks involving differences between Ind AS, U.S. GAAP and IFRS see “Risk Factors – Significant
differences exist between Ind AS and other accounting principles, such as Indian GAAP, U.S. GAAP and IFRS, which
investors may be more familiar with and may consider material to their assessment of our financial condition ”. The
degree to which the financial information included in this Red Herring Prospectus will provide meaningful information
is entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, the Companies
Act, 2013 and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting policies and
practices on the financial disclosures presented in this Red Herring Prospectus should accordingly be limited. Further,
any figures sourced from third-party industry sources may be rounded off to other than two decimal points to conform to
their respective sources.

Unless the context otherwise indicates, any percentage or amounts (excluding certain operational metrics), with respect
to financial information of our Company in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis
of Financial Conditional and Results of Operations” beginning on pages 23, 154 and 272, respectively, and elsewhere
this Red Herring Prospectus have been calculated on the basis of our Restated Financial Statements.

In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are
due to rounding off. All figures derived from our Restated Financial Statements in decimals have been rounded off to the
second decimal and all percentage figures have been rounded off to two decimal places. Further, any figures sourced from
third party industry sources may be rounded off to other than to the second decimal to conform to their respective sources.
13
Certain Non-GAAP Measures and certain other statistical information relating to our operations and financial
performance like EBIT, EBITDA, EBITDA Margin, Material Cost, Adjusted Material Cost, Gross Margin, Adjusted
Gross Margin, Other Operating Expenses, Capital Employed, Return on Capital Employed, Return on Equity, Debt to
Equity, PAT Margin, CAGR and others, have been included in this Red Herring Prospectus. We compute and disclose
such Non-GAAP Measures and such other statistical information relating to our operations and financial performance as
we consider such information to be useful measures of our business and financial performance. These Non-GAAP
Measures and other statistical and other information relating to our operations and financial performance may not be
computed on the basis of any methodology that is applicable across the industry and therefore may not be comparable to
financial measures and statistical information of similar nomenclature that may be computed and presented by other
companies and are not measures of operating performance or liquidity defined by Ind AS and may not be comparable to
similarly titled measures presented by other companies.

Currency and Units of Presentation

All references to:

• “Rupees” or “₹” or “INR” or “Rs.” are to Indian Rupee, the official currency of the Republic of India; and

• “USD” or “US$” or “$” are to United States Dollar, the official currency of the United States of America.

Our Company has presented certain numerical information in this Red Herring Prospectus in “lakh”, “million” and
“crores” units or in whole numbers where the numbers have been too small to represent in such units. One million
represents 1,000,000, one billion represents 1,000,000,000 and one trillion represents 1,000,000,000,000. One lakh
represents 100,000 and one crore represents 10,000,000.

Figures sourced from third-party industry sources may be expressed in denominations other than millions or may be
rounded off to other than two decimal points in the respective sources, and such figures have been expressed in this Red
Herring Prospectus in such denominations or rounded-off to such number of decimal points as provided in such respective
sources.

Exchange Rates

This Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a
representation that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate
or at all.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Rupee
and USD (in Rupees per USD):

Currency As at
September 30, September 30, March 31, 2020 March 31, 2019* March 31, 2018**
2020 2019
1 USD 73.80 70.69 75.39 69.17 65.04
Source: [Link] and [Link]
* Exchange rate as on March 29, 2019, as RBI Reference Rate is not available for March 30, 2019 being Saturday and March 31, 2019 being a Sunday.
** Exchange rate as on March 28, 2018, as RBI Reference Rate is not available for March 29, 2018 and March 30, 2018 being public holidays and
March 31, 2018 being a Saturday

Industry and Market Data

Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or derived from
publicly available information as well as industry publication and sources. Further, the information has also been derived
from the Frost & Sullivan Report, which has been commissioned by our Company from Frost & Sullivan. For risks in
relation to commissioned reports, see “Risk Factors – Industry information included in this Red Herring Prospectus has
been derived from an industry report commissioned by us for such purpose. There can be no assurance that such third-
party statistical, financial and other industry information is either complete or accurate” on page 44.

Industry publications generally state that the information contained in such publications has been obtained from publicly
available documents from various sources believed to be reliable but their accuracy, completeness and underlying
assumptions are not guaranteed and their reliability cannot be assured. Although the industry and market data used in this
Red Herring Prospectus is reliable, it has not been independently verified by our Company, the Selling Shareholders, the
Book Running Lead Managers, or any of their respective affiliates or advisors and none of these parties, jointly or
severally, make any representation as to the accuracy of this information. The data used in these sources may have been
re-classified by us for the purposes of presentation. Data from these sources may also not be comparable.

14
In accordance with the SEBI ICDR Regulations, “Basis for the Offer Price” beginning on page 119 includes information
relating to our peer group companies. Such information has been derived from publicly available sources, and neither our
Company, the Selling Shareholders, nor the Book Running Lead Managers have independently verified such information.
Accordingly, no investment decision should be made solely on the basis of such information.

The extent to which the market and industry data used in this Red Herring Prospectus is meaningful depends on the
reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data
gathering methodologies in the industry in which business of our Company is conducted, and methodologies and
assumptions may vary widely among different industry sources.

Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors,
including those discussed in “Risk Factors” beginning on page 23. Accordingly, investment decisions should not be based
solely on such information.

Disclaimer of Frost & Sullivan

This Red Herring Prospectus contains data and statistics from certain reports and the Frost & Sullivan Report, which is
subject to the following disclaimer:

This study has been undertaken through extensive primary and secondary research, which involves discussing the status
of the industry with leading market participants and experts, and compiling inputs from publicly available sources,
including official publications and research reports. Estimates provided by Frost & Sullivan (India) Private Limited
(“Frost & Sullivan”) and its assumptions are based on varying levels of quantitative and qualitative analyses, including
industry journals, company reports and information in the public domain.

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

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

In making any decision regarding the Offer, potential investors should conduct their own investigation and analysis of
all facts and information contained in the offer documents in which extracts, in full or part, of the Report are included
and must rely on their own examination of the Company and the terms of the Offer. Potential investors should not construe
any of the contents of the Report as advice relating to business, financial, legal, taxation or investment matters and are
advised to consult their own business, financial, legal, taxation, and other advisors concerning the Offer.

Notice to Prospective Investors in the United States

The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory authority.
Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Red Herring
Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is a criminal offence in the
United States. In making an investment decision, investors must rely on their own examination of our Company and the
terms of the Offer, including the merits and risks involved. The Equity Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any other applicable law of the
United States and, unless so registered, may not be offered or sold within the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable
state securities laws. Accordingly, the Equity Shares are being offered and sold (a) in the United States only to persons
reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act and
referred to in this Red Herring Prospectus as “U.S. QIBs”) in transactions exempt from the registration requirements of
the U.S. Securities Act and (b) outside the United States in compliance with Regulation S and the applicable laws of the
jurisdiction where those offers and sales are made. For the avoidance of doubt, the term “U.S. QIBs” does not refer to a
category of institutional investors defined under applicable Indian regulations and referred to in this Red Herring
Prospectus as “QIBs”.

Notice to Prospective Investors in the European Economic Area and the United Kingdom

This Red Herring Prospectus has been prepared on the basis that all offers of Equity shares in Member States of the
European Economic Area (“EEA”) (each a “Member State”) or the United Kingdom (“UK”) will be made pursuant to
15
an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of Equity Shares.
The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and Council EC
(and amendments thereto). Accordingly, any person making or intending to make an offer within the EEA or the UK of
Equity Shares which are the subject of the placement contemplated in this Red Herring Prospectus should only do so in
circumstances in which no obligation arises for our Company, any of the Selling Shareholders or any of the members of
the BRLMs to produce a prospectus for such offer. None of our Company, the Selling Shareholders and the BRLMs have
authorised, nor do they authorise, the making of any offer of Equity Shares through any financial intermediary, other than
the offers made by the Members of the Syndicate which constitute the final placement of Equity Shares contemplated in
this Red Herring Prospectus.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on
markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product
Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which
any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with
respect thereto, the Equity Shares have been subject to a product approval process, which has determined that such Equity
Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market
Assessment, “distributors” (for the purposes of the MiFID II Product Governance Requirements) (“Distributors”) should
note that: the price of the Equity Shares may decline and investors could lose all or part of their investment; the Equity
Shares offer no guaranteed income and no capital protection; and an investment in the Equity Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. For the
avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Equity Shares. Each Distributor is responsible for undertaking its
own target market assessment in respect of the Equity Shares and determining appropriate distribution channels.

16
 FORWARD-LOOKING STATEMENTS

This Red Herring Prospectus contains certain “forward-looking statements”. These forward-looking statements generally
can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”, “likely to”,
“objective”, “plan”, “propose”, “project”, “will”, “will continue”, “will pursue” or other words or phrases of similar
import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements.
All forward-looking statements are subject to risks, uncertainties, expectations and assumptions about us that could cause
actual results to differ materially from those contemplated by the relevant forward-looking statement. All statements in
this Red Herring Prospectus that are not statements of historical fact are ‘forward – looking statements’.

Actual results may differ materially from those suggested by forward-looking statements due to risks or uncertainties
associated with expectations relating to and including, regulatory changes pertaining to the industries in India in which
we operate and our ability to respond to them, our ability to successfully implement our strategy, our growth and
expansion, technological changes, our exposure to market risks, general economic and political conditions in India which
have an impact on its business activities or investments, the monetary and fiscal policies of India, inflation, deflation,
unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance
of the financial markets in India and globally, changes in domestic laws, regulations and taxes and changes in competition
in the industries in which we operate.

Certain important factors that could cause actual results to differ materially from our expectations include, but are not
limited to, the following:

• An inability to protect, strengthen and enhance our existing brand;

• Uncertainty of the continuing impact of the COVID-19 pandemic on our business and operations;

• Engagement in a highly competitive business and a failure to effectively compete;

• Inability to identify or effectively respond to evolving preferences, expectations or trends in a timely manner,
and a failure to derive the desired benefits from our product development efforts;

• Unanticipated delays in implementation and cost overruns of our proposed capacity expansion plans relating to
our manufacturing facilities; and

• Our relationships with our dealers and the community of painters and our inability to enter into new relationships.

For details regarding factors that could cause actual results to differ from expectations, see “Risk Factors”, “Our Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 23,
154 and 272, respectively. By their nature, certain market risk disclosures are only estimates and could be materially
different from what actually occurs in the future. As a result, actual gains or losses could materially differ from those that
have been estimated.

There can be no assurance to Bidders that the expectations reflected in these forward-looking statements will prove to be
correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on such forward-looking statements
and not to regard such statements to be a guarantee of our future performance.

Forward-looking statements reflect current views as on the date of this Red Herring Prospectus and are not a guarantee
of future performance. These statements are based on our management’s beliefs and assumptions, which in turn are based
on currently available information. Although we believe the assumptions upon which these forward-looking statements
are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based
on these assumptions could be incorrect. Neither our Company, our Directors, the Selling Shareholders, the Syndicate
nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting
circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying
assumptions do not come to fruition. In accordance with the SEBI ICDR Regulations, our Company and the Book Running
Lead Managers will ensure that the Bidders in India are informed of material developments until the time of the grant of
listing and trading permission by the Stock Exchanges for the Offer.

In accordance with requirements of SEBI and as prescribed under applicable law, each of the Selling Shareholders shall
ensure that the Bidders in India are informed of material developments, in relation to statements and undertakings
specifically undertaken or confirmed by it in relation to itself and its respective portion of the Offered Shares in this Red
Herring Prospectus until the time of the grant of listing and trading permission by the Stock Exchanges. Only statements
and undertakings which are specifically confirmed or undertaken by each Selling Shareholder, as the case may be, in this
Red Herring Prospectus shall be deemed to be statements and undertakings made by such Selling Shareholder.

17
 SUMMARY OF THIS RED HERRING PROSPECTUS

The following is a general summary of the terms of the Offer and is not exhaustive. This summary should be read in
conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Red Herring
Prospectus, including “Risk Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”, “Our Business”, “Industry
Overview”, “Restated Financial Statements”, “Outstanding Litigation and Material Developments”, “Main Provisions of
Articles of Association” and “Offer Procedure” beginning on pages 23, 55, 71, 90, 154, 127, 207, 309, 355 and 339,
respectively.

Summary of the business of our Company

We are engaged in the business of manufacturing paints and are the fastest growing amongst the top five paint companies
in India. We are the fifth largest company in the Indian decorative paint industry in terms of our revenue from operations
for Fiscal 2020 (Source: F&S Report).

We have achieved this position in a highly competitive Indian decorative paint industry on the back of our multi-pronged
approach. This includes introducing differentiated products to create a distinct market in the paint industry, building brand
equity for our primary consumer brand, creating an extensive distribution network, and installing tinting machines across
our dealer network.

Summary of the business of the industry in which our Company operates (Source: F&S Report)

The decorative paints segment represents around 74% of the overall paint market in India and includes wall finishes for
interior and exterior use, enamels, wood finishes and ancillary products such as primers and putties. The decorative
segment has grown at a CAGR of 11.5% from Fiscal 2014 to Fiscal 2019, driven by the increase in consumption of paints
in Tier 2 – 4 Cities, that account for nearly half the total sales. The Indian decorative paints market is expected to grow at
a CAGR of approximately 13% in terms of value and 10.2% in terms of volume through 2024.

Names of our Promoters

Our Promoters are Hemant Jalan, Anita Jalan, Parag Jalan, Kamala Prasad Jalan and Halogen Chemicals.

Offer size

The following table summarizes the details of the Offer size:

Offer of Equity Shares(1)(2) Up to [●] Equity Shares aggregating to ₹ [●] million

of which:
(i) Fresh Issue(1) Up to [●] Equity Shares aggregating to ₹ 3,000 million
(ii) Offer for Sale(2) Up to 5,840,000 Equity Shares aggregating to ₹ [●] million by the Selling Shareholders
Employee Reservation Portion(3) Up to 70,000* Equity Shares
Net Offer Up to [●] Equity Shares aggregating to ₹ [●] million
*A discount of up to 10% to the Offer Price (equivalent of ₹ [●] per Equity Share) may be offered to Eligible Employees bidding in the Employee
Reservation Portion in accordance with the SEBI ICDR Regulations and details of which will be announced at least two Working Days prior to the Bid
/ Offer Opening Date.

(1) The Fresh Issue has been authorised by our Board pursuant to resolution passed on September 29, 2020 and by our Shareholders pursuant to
special resolution passed on October 7, 2020.
(2) Each Selling Shareholder (severally and not jointly) has specifically confirmed that its respective portion of the Offered Shares are eligible to be
offered for sale in the Offer in accordance with the SEBI ICDR Regulations. For details on the authorisation of each of the Selling Shareholders
in relation to the Offered Shares, see “Other Regulatory and Statutory Disclosures” beginning on page 314.
(3) In the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion will be available for allocation and
Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹ 200,000 (net of employee discount), subject to the maximum
value of Allotment made to such Eligible Employee not exceeding ₹ 500,000 (net of employee discount). The unsubscribed portion, if any, in the
Employee Reservation Portion (after allocation of up to ₹ [●]), shall be added to the Net Offer. For further details, see “Offer Structure” beginning
on page 336.

The Offer shall constitute [●]% of the post Offer paid up Equity Share capital of our Company.

Objects of the Offer

Our Company proposes to utilise the Net Proceeds towards funding the following objects:

Objects Amount (in ₹ million)

Funding capital expenditure for expansion of the existing manufacturing facility at Pudukkottai, Tamil 1,500.00
Nadu by setting-up an additional unit adjacent to the existing facility
Purchase of tinting machines and gyroshakers 500.00
Repayment/prepayment of all or certain of our borrowings 250.00
General corporate purposes(1) [●]
18
 Objects Amount (in ₹ million)
Total [●]
(1)
To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for general
corporate purposes shall not exceed 25% of the Net Proceeds.

For further details, see “Objects of the Offer” beginning on page 90.

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

The aggregate pre-Offer shareholding of Promoters and Selling Shareholders as a percentage of the pre-Offer paid-up
Equity Share capital of our Company is set out below:

a) Promoters

Name of Promoter Number of Equity Shares held Percentage of the pre-Offer paid-up
Equity Share capital (%)
Hemant Jalan 10,237,500 22.47
Anita Jalan 6,987,500 15.34
Parag Jalan 1,625,000 3.57
Kamala Prasad Jalan* 1,657,500 3.64
Tara Devi Jalan* 1,891,045 4.15
Halogen Chemicals 4,958,070 10.88
Total 27,356,615 60.05
*
Tara Devi Jalan passed away on December 29, 2020. The Equity Shares held by her are in the process of being transmitted to her spouse, Kamala
Prasad Jalan, one of the Promoters of our Company. After completion of such transmission, Kamala Prasad Jalan shall hold 3,548,545 Equity Shares
aggregating to 7.79% of the pre-Offer paid up Equity Share capital of our Company. Further, the pre-offer shareholding of our Promoters shall remain
60.05%.

None of the members of our Promoter Group hold any Equity Shares as on the date of this Red Herring Prospectus.

b) Selling Shareholders

Name of Selling Shareholder Number of Equity Shares held Percentage of the pre-Offer paid-up
Equity Share capital (%)
Sequoia IV 8,534,960 18.74
SCII V 9,208,675 20.21
Hemant Jalan 10,237,500 22.47
Total 27,981,135 61.42

Summary of Restated Financial Statements

The following details of our Equity share capital, total Equity, net asset value per Equity Share and total borrowings as at
September 30, 2020 and September 30, 2019 and for the financial years ended March 31, 2020, March 31, 2019 and
March 31, 2018 (proforma) and total revenue from operations, profit after tax and earnings per Equity Share (basic and
diluted) for six months ended September 30, 2020 and September 30, 2019 and for the financial years ended March 31,
2020, March 31, 2019 and March 31, 2018 (proforma) are derived from the Restated Financial Statements:

(in ₹ million)
Particulars As at and for the As at and for the As at and for the As at and for the As at and for
six months ended six months ended Financial Year Financial Year the Financial
September 30, September 30, ended March 31, ended March 31, Year ended
2020 2019 2020 2019 March 31,
2018
(Proforma)
Equity Share capital 290.21 290.21 290.21 288.51 285.93
Instruments in the nature of 183.04 183.04 183.04 183.04 183.04
equity(1)
Total equity(2) 2,243.73 1,552.71 1,970.53 1,474.63 1,274.61
Total income 2,602.43 2,733.97 6,264.36 5,372.62 4,031.05
Restated profit for the year/ 272.05 59.94 478.15 268.70 128.62
period
Basic and diluted earning per
share (₹ / share)
- Basic (in ₹) 6.03# 1.33# 10.61 5.98 2.88
- Diluted (in ₹) 5.97# 1.32# 10.49 5.90 2.82
Net Asset Value per Equity
49.75# 34.45# 43.69 32.84 28.53
Share (basic) (in ₹)(3)

19
 Particulars As at and for the As at and for the As at and for the As at and for the As at and for
six months ended six months ended Financial Year Financial Year the Financial
September 30, September 30, ended March 31, ended March 31, Year ended
2020 2019 2020 2019 March 31,
2018
(Proforma)
Net Asset Value per Equity
49.20# 34.08# 43.23 32.39 27.98
Share (diluted) (in ₹)(4)
Total Borrowings (as per
balance sheet) 301.34 632.53 500.70 601.26 358.29
#
Not annualised
(1)
Instruments in the nature of equity represents the sum total of the equity component of Series A1 CCCPS, Series A2 CCCPS, Series B CCCPS and
Series C CCCPS in accordance with Ind AS 32.
(2)
Total Equity is computed as the sum of the aggregate of paid up equity share capital, instruments entirely in the nature of equity and all reserves
created out of the profits, securities premium account and debit or credit balance of profit and loss account.
(3)
For the purpose of calculation of basic restated net asset value the total number of shares for outstanding as at March 31, 2020, March 31, 2019,
March 31, 2018, September 30, 2020 and September 30, 2019 represents the aggregate of equity shares and 0.001% compulsory convertible cumulative
preference shares (CCCPS) as at the end of respective period.
(4)
For the purpose of calculation of diluted restated net asset value the total number of shares considered for calculation of basic net asset value is
adjusted with the outstanding employee stock options as the respective period/year end.

Pursuant to re-classification of Class A1 Equity Shares and Class A2 Equity Shares to ordinary Equity Shares in the
authorised share capital of our Company on October 26, 2020, 3,250 Class A1 Equity Shares and 3,250 Class A2 Equity
Shares held by Sequoia IV were re-classified to 6,500 ordinary Equity Shares.

Further, pursuant to resolutions dated December 19, 2020 and December 22, 2020 passed by our Board and Shareholders,
respectively, 69,904 Series A1 CCCPS, 46,586 Series A2 CCCPS, and 7,455,360 Series C CCCPS held by Sequoia IV
were converted to 69,904, 46,586, and 7,455,360 Equity Shares, respectively; and (ii) 130,865 Series B CCCPS and
8,375,360 Series C CCCPS held by SCII V were converted to 130,865 and 8,375,360 Equity Shares, respectively.

Qualifications of the Statutory Auditors which have not been given effect to in the Restated Financial Statements

The Restated Financial Statements do not contain any qualifications by the Statutory Auditors.

Summary of outstanding litigation and material developments

A summary of outstanding litigation proceedings involving our Company, as on the date of this Red Herring Prospectus,
is provided below:

Nature of Cases Number of outstanding cases Amount involved (in ₹ million)*

Litigation filed against our Company
Actions by regulatory or statutory 1 2.28*
authorities
Indirect tax matters** 10 264.14*
Direct tax matters** 3 2.82*
Criminal proceedings Nil Nil
Matters above the materiality 6 260.52*
threshold of ₹ 4.78 million**
Litigation filed by our Company
Actions by regulatory or statutory Nil Nil
authorities
Indirect tax matters Nil Nil
Direct tax matters Nil Nil
Criminal proceedings 99 19.62
Matters above the materiality Nil Nil
threshold of ₹ 4.78 million
*
To the extent quantifiable, excluding interest and penalty thereon.
**
The indirect tax matters and direct tax matters are inclusive of number of matters which are above the materiality threshold of ₹ 4.78 million.

For further details, see “Outstanding Litigation and Material Developments” beginning on page 309.

Risk Factors

Specific attention of the Investors is invited to the section “Risk Factors” beginning on page 23 to have an informed view
before making an investment decision.

Summary of contingent liabilities

20
The details of our contingent liabilities as per Ind AS 37 as at September 30, 2020 are set forth in the table below:
(in ₹ million)
S. No. Particulars Contingent Liabilities as at September 30, 2020
1. Sales tax - C forms 0.30
2. Value added tax 301.11
3. Income tax matters 2.82
4. Excise and service tax related matters 9.35
5. Building tax 2.28
Total* 315.86
*excluding interest and penalty thereon.

For further details of our contingent liabilities as per Ind AS 37 – Provision, Contingent Liabilities and Contingent Assets,
see “Restated Financial Statements - Annexure VII – Notes to Restated Ind AS Summary Statement – Note 31” on page
254.

Summary of related party transactions

A summary of related party transactions as per the requirements under Ind AS 24 entered into by our Company with
related parties as at and for the six months ended September 30, 2020 and September 30, 2019 and as at and for the years
ended March 31, 2020, March 31, 2019 and March 31, 2018 (proforma) are as follows:
(in ₹ million)
Particulars As at and for the six months ended As at and for the Financial Year ended March 31
September 30
2020 2019 2020 2019 2018
(Proforma)
Transactions during the period / year
(i) Purchase of goods
Halogen Chemicals Private Limited - - - 0.36 2.16

(ii) Lease rentals paid - - - -

Halogen Chemicals Private Limited - - - 0.08 0.03

(iii) Remuneration paid

Salary allowances and bonus *
Hemant Jalan 6.30 4.50 9.00 7.20 6.00
Anita Jalan 0.30 0.30 0.60 0.60 0.60
Narayanan Kutty Kottiedath Venugopal 4.35 3.45 6.90 7.89 6.54
Vinay Menon 1.22 1.21 2.20 2.15 2.20
Sujoy Bose 0.35 0.29 0.54 0.48 0.06
Chetan Bhalchandra Humane 1.62 - 0.13 - -

Directors sitting fees & commission

Sunil Goyal 0.20 - - - -
Praveen Kumar Tripathi 0.20 - - - -
Ravi Nigam 0.20 - - - -
Nupur Garg 0.50 - - - -

Closing balance
(i) Trade payable and other liabilities
Halogen Chemicals Private Limited - - - - 0.03

(ii) Remuneration payable

Hemant Jalan 0.79 0.52 0.75 0.42 0.33
Anita Jalan 0.05 0.05 0.05 0.05 0.05
Narayanan Kutty Kottiedath Venugopal 0.50 0.58 0.58 0.33 0.29
Vinay Menon 0.15 0.30 0.18 0.12 0.11
Sujoy Bose 0.05 0.07 0.05 0.04 0.03
Chetan Bhalchandra Humane 0.18 - 0.21 - -

Directors sitting fees & commission

payable
Sunil Goyal 0.09 - - - -
Praveen Kumar Tripathi 0.09 - - - -
Ravi Nigam 0.09 - - - -
Nupur Garg 0.23 - - - -
* The remuneration does not include gratuity and leave encashment since the same is calculated for all the employees of the Company as a whole.
* Above excludes employee stock option perquisites.

For details of the related party transaction, see “Other Financial Information – Related Party Transactions” on page 267.

21
Financing Arrangements

There have been no financing arrangements whereby the Promoters, members of our Promoter Group, our Directors and
their relatives have financed the purchase by any other person of securities of our Company (other than in the normal
course of the business of the relevant financing entity) during a period of six months immediately preceding the date of
filing of the Draft Red Herring Prospectus and this Red Herring Prospectus.

Weighted average price at which Equity Shares were acquired by our Promoters and the Selling Shareholders, in
the last one year

Our Promoters have not acquired any Equity Shares in the last one year preceding the date of this Red Herring Prospectus.

The weighted average price at which Equity Shares were acquired by the Investor Selling Shareholders in the last one
year is set forth in the table below:

Name Number of Equity Shares acquired Weighted average price per Equity
Share (in ₹)*
Sequoia IV 7,571,850 65.98
SCII V 8,506,225 105.80
*
As certified by M/s Komandoor & Co LLP, Chartered Accountants, by way of their certificate dated January 9, 2021.

Average cost of acquisition of Equity Shares

The average cost of acquisition of Equity Shares of our Promoters and Tara Devi Jalan and the Selling Shareholders based
on the Equity Shares held as on the date of this Red Herring Prospectus are as set forth in the table below:

a) Promoters

Name Number of Equity Shares acquired Average cost of acquisition per Equity
Share (in ₹)*
Promoters
Hemant Jalan 10,237,500 0.15
Anita Jalan 6,987,500 0.15
Parag Jalan 1,625,000 0.15
Kamala Prasad Jalan** 1,657,500 0.15
Tara Devi Jalan** 1,891,045 0.15
Halogen Chemicals 4,958,070 0.15
 As certified by M/s Komandoor & Co LLP, Chartered Accountants, by way of their certificate dated January 9, 2021.
 Tara Devi Jalan passed away on December 29, 2020. The Equity Shares held by her are in the process of being transmitted to her
spouse, Kamala Prasad Jalan, one of the Promoters of our Company. After completion of such transmission, Kamala Prasad Jalan
shall hold 3,548,545 Equity Shares aggregating to 7.79% of the pre-Offer paid up Equity Share capital of our Company.

b) Selling Shareholders

Name Number of Equity Shares acquired Average cost of acquisition per Equity
Share (in ₹)*
Sequoia IV 8,534,960 74.49
SCII V 9,208,675 113.77
Hemant Jalan 10,237,500 0.15
 As certified by M/s Komandoor & Co LLP, Chartered Accountants, by way of their certificate dated January 9, 2021.

Details of pre-Offer Placement

Our Company does not contemplate any issuance or placement of Equity Shares from the date of this Red Herring
Prospectus until the listing of the Equity Shares.

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

No Equity Shares were issued for consideration other than cash in the last one year.

Split or Consolidation of Equity Shares in the last one year

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

22
 SECTION II: RISK FACTORS

An investment in equity shares involves a high degree of risk. Prospective investors should carefully consider all the
information in this Red Herring Prospectus, including the risks and uncertainties described below, before making an
investment in the Equity Shares. The risks and uncertainties described below are not the only ones relevant to us or our
Equity Shares, the industry in which we operate or to India. Additional risks and uncertainties, not currently known to us
or that we currently do not deem material may also adversely affect our business, results of operations, cash flows and
financial condition. If any of the following risks, or other risks that are not currently known or are not currently deemed
material, actually occur, our business, results of operations, cash flows and financial condition could be adversely
affected, the price of our Equity Shares could decline, and investors may lose all or part of their investment. To the extent
the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening
many of the other risks described in this section. In order to obtain a complete understanding of our Company and our
business, prospective investors should read this section in conjunction with “Our Business”, “Industry Overview”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated Financial
Statements” beginning on pages 154, 127, 272 and 207, respectively, as well as the other financial and statistical and
other information contained in this Red Herring Prospectus. In making an investment decision, prospective investors
must rely on their own examination of our Company and our business and the terms of the Offer including the merits and
risks involved.

Prospective investors should consult their tax, financial and legal advisors about the particular consequences of investing
in the Offer. Unless specified or quantified in the relevant risk factors below, we are unable to quantify the financial or
other impact of any of the risks described in this section. Prospective investors should pay particular attention to the fact
that our Company is incorporated under the laws of India and is subject to a legal and regulatory environment, which
may differ in certain respects from that of other countries.

This Red Herring Prospectus also contains certain forward-looking statements that involve risks, assumptions, estimates
and uncertainties. Our actual results could differ from those anticipated in these forward-looking statements as a result
of certain factors, including the considerations described below and elsewhere in this Red Herring Prospectus. For
further information, see “Forward-Looking Statements” on page 17.

Unless otherwise indicated or the context otherwise requires, the financial information included herein is based on or
derived from our Restated Financial Statements included in this Red Herring Prospectus. For further information, see
“Restated Financial Statements” beginning on page 207. Unless the context otherwise requires, in this section, references
to “we”, “us”, “our”, “our Company”, or “the Company” refers to Indigo Paints Limited.

Unless otherwise indicated, industry and market data used in this section has been derived from the report titled
“Independent Market Report for Paints Sector in India” dated November 9, 2020 (the “F&S Report”) prepared and
issued by Frost & Sullivan India Private Limited commissioned by us. Unless otherwise indicated, all financial,
operational, industry and other related information derived from the F&S Report and included herein with respect to any
particular year refers to such information for the relevant calendar year.

RISKS RELATING TO OUR BUSINESS

1. An inability to protect, strengthen and enhance our existing brand could adversely affect our business prospects
and financial performance.

Our business reputation and the “Indigo” brand under which we sell products are critical to the success of our
business. While we have been making consistent efforts to strengthen the “Indigo” brand, various factors, some of
which are beyond our control, are critical for maintaining and enhancing our brand, and if not managed properly,
may negatively affect our brand and reputation. These include our ability to effectively manage the quality of our
products; increase brand awareness among existing and potential dealers and end-customers; adapt our advertising
and promotion efforts to emerging industry standards; and protect the intellectual property related to our brand. Also
see “– We may not be able to adequately protect or continue to use our intellectual property. In addition, the use of
our brand “Indigo” or similar trade names by third parties could have a material adverse effect on our business
growth and prospects, financial condition, results of operations and cash flows.” on pages 35-36.

Our success in marketing our existing and new products depends on our ability to adapt to a rapidly changing
marketing and media environment, including our increasing reliance on direct promotional initiatives, advertising
through television and newspaper advertisements in key geographies, and the evolving trend of digital marketing
through social media and other alternate channels. Our advertisement and sales promotion expenses in Fiscal 2018,

23
 2019 and 2020 has been relatively high and represented 11.22%, 12.63%, and 12.65% of our revenue from
operations in such years, respectively. The advertising and promotion spends as a percentage of revenue from
operations of the top four paint companies was in the range of 3.8% to 5.8% in Fiscal 2018, 3.1% to 5.0% in Fiscal
2019, and 3.3% to 5.0% in Fiscal 2020 (Source: F&S Report). There can be no assurance that our advertising or
marketing efforts will be successful in maintaining our brand and its perception with dealers and/ or result in
increased sales in the future. Also, we may not necessarily increase or maintain our advertisement and sales
promotion spends in proportion to our growth in the future, which may result in limited marketing initiatives. Our
inability to adapt to evolving marketing trends at the same pace as our competitors may adversely affect our ability
to effectively compete in terms of our brand equity.

Negative publicity regarding the brand ambassadors we engage to represent our brand could also adversely affect
our brand and consequently the sale of our products. In addition, we are typically required to indemnify our brand
ambassador for any and all claims (including third party claims), lawsuits, actions, damages, and liabilities against
them arising from our advertising, product or endorsement materials and marketing or promotional schemes. We
may also be exposed to any alleged claims relating to any misrepresentation in our advertisement and promotional
materials as well as cost of any legal proceedings with respect thereto.

Our brand could also be negatively impacted if we fail to maintain our established standards of service, or if our
products fail to meet the expectation of our dealers and painters that distribute and use our products. Any allegations
of deterioration in product quality even when false or unfounded, could tarnish the image of our brand and may
cause our dealers, painters and end-customers to choose other competing products. Any negative publicity regarding
us, our brand, our products or the paint industry generally could adversely affect our reputation and our results of
operations. In addition, counterfeit products, product defects, and ineffective promotional activities are all potential
threats to the image and potency of our brand. Our failure to develop, maintain and enhance our brand may result in
decreased revenue and loss of customers, and in turn adversely affect our reputation, business, financial condition,
results of operations, and cash flows.

2. The continuing impact of the COVID-19 pandemic on our business and operations is uncertain and it may be
significant and continue to have an adverse effect on our business, operations and our future financial
performance.

The World Health Organization declared the novel coronavirus disease (“COVID-19”) outbreak a Public Health
Emergency of International Concern on January 30, 2020, and a pandemic on March 11, 2020. The rapid and diffused
spread of COVID-19 and global health concerns relating to this pandemic have had a severe negative impact on,
among other things, financial markets, liquidity, economic conditions and trade and could continue to do so or could
worsen for an unknown period of time, that could in turn have a material adverse impact on our business, cash flows,
results of operations and financial condition, including liquidity and growth. The extent to which the COVID-19
outbreak impacts our business, cash flows, results of operations and financial condition will depend on future
developments, including the timeliness and effectiveness of actions taken or not taken to contain and mitigate the
effects of COVID-19 both in India and internationally, which are highly uncertain and cannot be predicted. There is
currently substantial medical uncertainty regarding COVID-19. A rapid increase in severe cases and deaths where
measures taken by governments fail or are lifted prematurely, may cause unprecedented economic disruption in India
and in the rest of the world. The scope, duration and frequency of such measures and the adverse effects of COVID-
19 remain uncertain and are likely to be severe.

On March 14, 2020, India declared COVID-19 as a “notified disaster” and imposed a nationwide lockdown on March
24, 2020. While progressive relaxations have since been granted for movement of goods and people and cautious re-
opening of businesses and offices, lockdowns may be re-introduced in the future. On account of the nationwide
lockdown, operations at all of our manufacturing facilities were suspended. This resulted in a decrease in sale of our
products particularly during the months of March 2020 and April 2020 on account of government restrictions imposed
and additionally on account of cost control measures implemented by our dealers and end-customers. We also
experienced disruptions in supply chain and inventory management, as well as delays in orders and payments. In
particular, some of our purchase orders were cancelled and/ or deferred by our dealers. While we restarted
manufacturing operations at all of our manufacturing facilities with the progressive relaxation of the lockdown in May
2020, we are required to implement additional safety measures, such as, regular temperature checks, regular
sanitization, and compulsory use of masks and hand sanitization, and limited workforce. We have monitored and
considered the impact of known events arising from the COVID-19 pandemic including with respect to our liquidity
and going concern, recoverable values of property, plant and equipment, intangible assets and the net realisable value
of other assets. While our revenue from operations decreased marginally by 4.85% from ₹ 2,726.36 million in the six
months ended September 30, 2019 to ₹ 2,594.20 million in the six months ended September 30, 2020, primarily due
to a decline in sale of goods as a result of the nationwide lockdown, based on such assessment, the management has
concluded that there is no additional impact on account of COVID-19 which is required to be recognised in the
Restated Financial Statements. However, we will continue to closely monitor the impact that COVID-19 may have on

24
 our business, financial condition, liquidity and results of operations. Adverse effects of the COVID-19 pandemic may
also significantly increase the effect of the aforementioned factors affecting our results of operations.

The impact of the pandemic on our business, operations and future financial performance has included and may include
the following:

• temporary shutdown of our manufacturing facilities or sales depots due to government restrictions;
• decrease in sales of our products, particularly in the first half of Fiscal 2021 including on account of cost control
measures implemented by our dealers and/ or end-customers;
• inability to utilize our workforce including because of travel or government restrictions, such as stay at home
orders, or illness of our employees due to COVID-19 and associated quarantining requirements, which resulted
in a slowdown in our operations;
• disruptions to our supply chain in terms of raw material sourcing due to temporary closure of the facilities of
suppliers, and delivery of finished products due to transportation restrictions;
• delays or indefinite postponement in the future of our proposed expansion plans/ product development activities;
• delays in orders or delivery of orders, and if prolonged may negatively impact our cash conversion cycle and
ability to convert our backlog into cash;
• inability to collect full or partial payments from dealers due to deterioration in liquidity, including financial
distress experienced by dealers;
• inability in the future to access debt and equity capital on acceptable terms, or at all;
• inability in the future to comply with the covenants in our credit facilities and other financing agreements, which
could result in events of default and the acceleration of repayment; and
• potential negative impact on the health of our employees, particularly if a significant number of them are afflicted
by COVID-19, resulting in a deterioration in our ability to ensure business continuity during this disruption.

Any resulting financial impact due to the above cannot be reasonably estimated at this time. In addition, we cannot
predict the impact that the COVID-19 pandemic will have on our dealers, suppliers and other business partners, and
each of their financial conditions; however, any material effect on these parties could adversely impact us. As a result
of these uncertainties, the impact may vary significantly from that estimated by our management from time to time,
and any action to contain or mitigate such impact, whether government-mandated or opted by us, may not have the
anticipated effect or may fail to achieve its intended purpose altogether. Existing insurance coverage may not provide
protection or coverage for any costs that may arise from all such possible events. In addition, our Statutory Auditors
have included certain matters of emphasis with respect to the impact of COVID-19 on our operations, in the audit
reports issued on our audited financial statements for Fiscal 2020 and the six months ended September 30, 2020. For
further information, see “Management’s Discussion and Analysis on the Financial Conditions and Results of
Operations - Auditor’s Observations” on page 306.

Further, we generate almost all of our revenue in India. The effects of COVID-19 in India may be of a greater
magnitude, scope and duration than those experienced to date in other countries. To the extent that the COVID-19
pandemic adversely affects our business and operations, it may also have the effect of heightening many of the other
risks described in this “Risk Factors” section.

3. We engage in a highly competitive business and any failure to effectively compete could have a material adverse
effect on us.

The Indian decorative paint industry has historically been dominated by four major entities that had an aggregate
market share of 65% in 2019, as the industry presents significant entry barriers (Source: F&S Report). These market
entry barriers include the development of an extensive distribution network through long-term relationships with
dealers, the ability to set up tinting machines with dealers, as well as significant marketing costs and the establishment
of a distinct brand to gain product acceptance (Source: F&S Report). We compete on the basis of the strength of our
differentiated products, distribution network, brand recognition, and ability to populate tinting machines. As a result,
to remain competitive in our markets, we must continuously strive to manufacture differentiated products, expand our
distribution network, enhance our brand and improve our operating efficiencies.

The organized market accounts for the top 10 to 12 players, with an aggregate market share of 77% of the decorative
market share (Source: F&S Report). The remaining 23% comprises many small, mainly regional or local players
(Source: F&S Report). Our competitors therefore also include companies that have established their presence in
specific regions as part of their strategy, particularly in the southern region of India (Source: F&S Report). These
competitors may limit our opportunity to increase our market share as a result of a stronger dealer network in such
regions and population of tinting machines at these locations, and may also compete with us on pricing of products.
We may also face competition from new entrants in the market, who may be leveraging the goodwill generated from
their other businesses to gain market share in the decorative paint industry. Similarly, consolidation in the Indian paint
industry and an increase in the number of larger competitors may also adversely affect our results of operations. As
25
 paint manufacturers consolidate and become larger, they gain access to a larger base of dealers, painters, tinting
machines, resulting in greater competition, which may lead to lower margins and adversely affect our results of
operations.

Some of our competitors may have larger business operations, may be diversified with operations across India, may
have greater financial resources than we do, may have access to a cheaper cost of capital and may be able to produce
paint more efficiently or invest larger amounts of capital into their businesses in terms of strengthening their brands,
expanding their distribution networks and expending greater resources to populate tinting machines. Our business
could be adversely affected if we are unable to compete with our competitors and sell paint at competitive prices. For
example, if any of our competitors strengthens their brand and caters to the markets we are present in through
differentiated products, our business and results of operations could be adversely impacted. Our competitors may also
introduce new and more competitive products and strengthen their supply chain management, make strategic
acquisitions or establish relationships among themselves or with third parties, including painters/ dealers of our
products, thereby increasing their ability to address the needs of our target customers. An inability to effectively
compete in terms of branding, providing competitive and differentiated products or services or expand into new
markets, could have a material negative effect on our business, financial condition and growth prospects.

4. We may not be able to identify or effectively respond to evolving preferences, expectations or trends in a timely
manner, and a failure to derive the desired benefits from our product development efforts may impact our
competitiveness and profitability.

The success of our business depends in part on our ability to anticipate, identify and respond promptly to evolving
trends in demographics and preferences, customer expectations, needs and demands, and develop new/ differentiated
products to meet these requirements. The environment for retail in relation to home improvement is rapidly evolving,
and aligning our business to respond to evolving preferences for decorative paints is critical to our future success. Our
success is also dependent on our ability to identify and respond to the economic, social, and other trends that affect
demographic and end-customer preferences in a variety of our paint categories.

We cannot assure you that our future product development initiatives will be successful or be completed within the
anticipated period or budget, or that our newly developed or improvised products will achieve wide market acceptance
from our dealers. For instance, we have in the past expended resources in developing and launching some
differentiated products that did not perform as expected once launched, or that we failed to launch altogether. Even if
these products have been successfully developed, there is no guarantee that they will be accepted by our dealers and
achieve anticipated sales targets in a profitable manner, which may affect our ability to grow our network of dealers
and gain market share. In addition, there can be no guarantee that the time and effort that we spend in developing these
products would be beneficial to our Company. This could also adversely affect our ability to pursue our growth
strategy of continuing to develop niche and differentiated products to grow our market share. Further, we cannot assure
you that our existing or potential competitors will not develop products that are similar or superior to our products. It
is often difficult to estimate the time to market new products and there is a substantial risk that we may have to abandon
a potential product that is no longer commercially viable, even after we have invested significant resources in the
development of such product. If we fail in our product launching efforts, our business, prospects, financial condition,
results of operations, and cash flows may be materially and adversely affected.

Further, as we continue to grow our business by expanding our products, brand offerings and our geographic reach,
maintaining quality and consistency may be more difficult and there can be no assurance that the dealers’ confidence
in our brand will not diminish. Failure or any delay on our part to identify such trends, to align our business
successfully and maintain quality could negatively affect our brand image, our relationship with our dealers, the rate
of growth of our business, our market share and our prospects.

5. Our ability to grow our business depends on our relationships with our dealers and the community of painters, and
any adverse changes in these relationships, or our inability to enter into new relationships, could negatively affect
our business and results of operations.

Our business is dependent on the decisions and actions of our dealers which is determined by our ability to maintain
and strengthen our relationships and arrangements with existing dealers as well as our ability to establish and maintain
relationships with new dealers. In addition, as dealers and end-customers are also influenced by painter contractors
and individual painters, our business is also dependent on the relationships we share with the community of painters.
As of March 31, 2020 and September 30, 2020, we distributed our products to a network of 11,230 and 10,988 Active
Dealers, respectively. Our relationship with our dealers and painters is dependent to a large extent on our ability to
regularly meet their requirements, including by introducing differentiated products with greater marketability, price
competitiveness, efficient and timely product deliveries, and consistent product quality. In the event we are unable to
meet such requirements in the future, it may result in decrease in orders or cessation of business from affected dealers
or painters. In addition, failure to provide dealers with sufficient inventories of our products may result in lesser sales
of our products compared to the demand. There are also a number of factors relating to our dealers and painters beyond
26
 our control that might result in the termination of our arrangement or the loss of a dealer or painter relationship,
including change in preferences of our dealers or painters as well as a demand for price reductions. Further, the
deterioration of the financial condition or business prospects of these dealers could affect their ability to maintain
inventory and thus reduce demand for our products and could result in a significant decline in the revenues we derive
from such dealers. Adverse changes in our relationships with our dealers and painters, or the inability to develop new
products for existing dealers or painters or to successfully establish relationships with new dealers or painters, could
therefore limit our business prospects, which could adversely affect our financial performance. Also see “ – We are
in the process of expanding our operations and establishing a network of dealers in regions where we do not have a
significant presence and prior experience. Any failure to expand into these new regions could adversely affect our
sales, financial condition, result of operations, and cash flows.” on page 34.

We may also face disruptions in the delivery of our products for various reasons beyond our control, including poor
freight forwarding of our products, transportation bottlenecks, natural disasters, infectious disease outbreaks such as
the COVID-19 pandemic and labour issues, which could lead to deliveries being delayed or lost, resulting in
insufficient inventories at dealer outlets. If we fail to deliver products to dealers in a timely manner, or if our dealers
fail to adhere to the terms of our arrangements, our business and results of operations may be adversely affected.

6. We do not enter into long-term arrangements with our dealers and any failure to continue our existing
arrangements could negatively affect our business and results of operations.

We sell all our products through our dealer network. We presently do not have any long-term or exclusive
arrangements with any of our dealers and we cannot assure you that we will be able to sell the quantities we have
historically supplied to such dealers. Our dealers are typically multi-brand and also distribute products of our
competitors. In the event our competitors’ products offer better margins to such dealers or otherwise incentivizes them,
there can be no assurance that our dealers will continue to promote our products or place orders with us. Most of our
transactions with our dealers are typically on a purchase order basis without any commitment for a fixed volume of
business. There can also be no assurance that our dealers will renew their arrangements with us on current or similar
terms, or at all. Further, our dealers could change their business practices or seek to modify the terms that we have
customarily followed with them, including in relation to their payment terms. While we negotiate product prices and
payment terms with our dealers, in the event our dealers alter their requirements, it could have a material adverse
effect on our business growth and prospects, financial condition, results of operations, and cash flows. In addition, our
dealers may also cancel purchase orders at short notice or without notice, which could have an impact on our inventory
management. Termination of any of the above mentioned arrangements or frequent cancellation of purchase orders
could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Further, in the event our dealers experience any delays in placing orders with us, do not effectively market our
products, or if they prefer to market the products of our competitors, it could have a material adverse effect on our
business growth and prospects, financial condition, results of operations, and cash flows. Our inability to maintain our
existing distribution network could have a material adverse effect on our sales, business growth and prospects, results
of operation, financial condition, and cash flows. Further, the performance of our dealers, their sales network and their
ability to expand their businesses are crucial to the future growth of our business and directly affect our sales volume
and profitability. If any of the dealers fails to distribute our products in a timely manner, or at all, or if our relationships
with dealers are adversely affected, our profitability could be materially and adversely affected.

7. Under-utilization of our manufacturing capacities and an inability to effectively utilize our expanded
manufacturing capacities could have an adverse effect on our business, future prospects and future financial
performance.

As of September 30, 2020, we own and operate three manufacturing facilities in Rajasthan, Kerala and Tamil Nadu
with an aggregate estimated installed production capacity of 101,903 KLPA for liquid paints and 93,118 MTPA for
putties and powder paints. Our ability to maintain our profitability depends on our ability to optimize the product mix
to support high-margin products and products with consistent long-term demand; and the demand and supply balance
of our products in the principal and target markets. In particular, the level of our capacity utilization can impact our
operating results. Capacity utilization is also affected by our product mix and the demand and supply balance.

Our capacity utilization levels are dependent on our ability to carry out uninterrupted operations at manufacturing
facilities, the availability of raw materials, industry/ market conditions, as well as by the product requirements of, and
procurement practice followed by, our dealers. In the event we face prolonged disruptions at our facilities including
due to interruptions in the supply of water, electricity or as a result of labour unrest, or are unable to procure sufficient
raw materials, we would not be able to achieve full capacity utilization of our current manufacturing facilities, resulting
in operational inefficiencies which could have a material adverse effect on our business and financial condition.
Further, we have made certain investments for the expansion of our manufacturing capacities in the past and intend to
use a part of the Net Proceeds towards expansion of our manufacturing facilities, specifically at our manufacturing
facility located in Tamil Nadu. Our proposed expansion plans are based on demand forecasts that are subject to various
27
 assumptions including product trends in the industry, inventory management at dealer outlets, weather conditions and
seasonality in the industry, and end-customer spending preferences, that are based on prevailing economic conditions.
Adequate utilization of our expanded capacities is therefore subject to various factors beyond our control and in case
of oversupply in the industry or lack of demand, we may not be able to utilise our expanded capacities efficiently. The
success of any capacity expansion and expected return on investment on capital invested is subject to, among other
factors, the ability to procure requisite regulatory approvals in a timely manner; recruit and ensure satisfactory
performance of personnel to further grow our business; and the ability to absorb additional infrastructure costs and
develop new expertise and utilize the expanded capacities as anticipated. Also see “ – Our funding requirements and
proposed deployment of the Net Proceeds are based on management estimates and may be subject to change based
on various factors, some of which are beyond our control” and “ – Our proposed capacity expansion plans relating
to our manufacturing facilities are subject to the risk of unanticipated delays in implementation and cost overruns”
on pages 30 and 28-29, respectively.

In Fiscals 2018, 2019 and 2020, our overall capacity utilization for liquid paint production was 71.80%, 57.64% and
47.49%, respectively, and for powder paint production was 66.98%, 90.61% and 50.87%, respectively. In the six
months ended September 30, 2019 and 2020, our overall capacity utilization for liquid paint production was 30.06%
and 20.77%, respectively, and for powder paint production was 110.68% and 57.98%, respectively. For further
information, see “Our Business - Capacity and Capacity Utilization” on pages 165-167. These rates are not indicative
of future capacity utilization rates, which is dependent on various factors, including demand for our products,
availability of raw materials, our ability to manage our inventory and improve operational efficiency. Under-utilization
of our manufacturing capacities over extended periods, or significant under-utilization in the short-term, could
materially and adversely impact our business, growth prospects and future financial performance.

8. Our Statutory Auditor has included certain matters of emphasis in our Restated Financial Statements. In addition,
the annexure to our Statutory Auditors’ report issued under the Companies (Auditor’s Report) Order, 2016
(“CARO”), on our historical audited financial statements contain statements on certain matters.

Our Statutory Auditors have included certain matters of emphasis in relation to our Company in our Restated
Financial Statements. In addition, the annexure to our Statutory Auditors’ report issued under the Companies
(Auditor’s Report) Order, 2016, on our audited financial statements for Fiscal 2018, 2019, and 2020 contain
statements on certain matters. For further information, see “Management’s Discussion and Analysis on the Financial
Conditions and Results of Operations - Auditor’s Observations” page 306.

There can be no assurance that any similar remarks or matters of emphasis will not form part of our financial
statements for the future fiscal periods, or that such remarks will not affect our financial results in future fiscal periods.
Investors should consider the remarks and observations in evaluating our financial condition, results of operations
and cash flows. Any such remarks or matters of emphasis in the auditors’ report and/ or CARO report on our financial
statements in the future may also adversely affect the trading price of the Equity Shares.

9. Our proposed capacity expansion plans relating to our manufacturing facilities are subject to the risk of
unanticipated delays in implementation and cost overruns.

We have made and intend to continue making investments to expand the capacity of our manufacturing facilities to
aid our growth efforts and consolidate our pan-India presence. We intend to use a part of the Net Proceeds towards
expansion of our existing manufacturing facility at our Pudukkottai Facility in Tamil Nadu by setting-up an additional
unit. For further information, see “Our Business – Proposed Expansion Plans” and “Objects of the Offer” on pages
167 and 90.

Our expansion plans remain subject to the potential problems and uncertainties that construction projects face
including cost overruns or delays. Problems that could adversely affect our expansion plans include labour shortages,
increased costs of equipment or manpower, inadequate performance of the equipment and machinery installed in our
manufacturing facilities, delays in completion, defects in design or construction, the possibility of unanticipated future
regulatory restrictions, delays in receiving governmental, statutory and other regulatory approvals, incremental pre-
operating expenses, taxes and duties, interest and finance charges, working capital margin, environment and ecology
costs and other external factors which may not be within the control of our management. There can be no assurance
that the proposed capacity additions and expansions will be completed as planned or on schedule, and if they are not
completed in a timely manner, or at all, our budgeted costs may be insufficient to meet our proposed capital
expenditure requirements. If our actual capital expenditures significantly exceed our budgets, or even if our budgets
were sufficient to cover these projects, we may not be able to achieve the intended economic benefits of these projects,
which in turn may materially and adversely affect our financial condition, results of operations, cash flows, and
prospects. There can be no assurance that we will be able to complete the aforementioned expansion and additions in
accordance with the proposed schedule of implementation and any delay could have an adverse impact on our growth,
prospects, cash flows and financial condition.

28
 The proposed expansion by setting up an additional unit will require us to obtain various approvals, which are routine
in nature. We have obtained in-principle approval from the Joint Director of Industrial Safety and Health, Thanjavur
and Director of Industrial Safety and Health, Chennai to construct, extend or take into use any building as a factory
and approval of drawings for the proposed expansion. We have filed applications for seeking: (i) consent to establish
with the Tamil Nadu Pollution Control Board; (ii) in-principle approval of site plan and building with the village
panchayat, Tamil Nadu; (iii) in-principle approval of building layout and fire-fighting system with the District Fire
Officer, fire department, Tamil Nadu and (iv) in-principle approval of building layout with the Directorate of Town
and Country Planning, Tamil Nadu. In addition to such pending approvals, we will also need to apply for certain
additional approvals required for the proposed expansion. There can be no assurance that we will be able to obtain
these registrations and approvals in a timely manner or at all. Further, in the event of any unanticipated delay in receipt
of such approvals, the proposed schedule implementation and deployment of the Net Proceeds may be extended or
may vary accordingly.

10. We are required to obtain, renew or maintain certain statutory and regulatory permits and approvals required to
operate our business, and if we fail to do so in a timely manner or at all and our business, financial conditions,
results of operations, and cash flows may be adversely affected.

Our operations are subject to extensive government regulations and we are required to obtain and maintain several
permits and approvals under central, state and local government rules for operating our business generally, for each
of our manufacturing facilities and depots. We are also required to obtain consent to establish and operate from the
state pollution control boards (where our manufacturing facilities are located), registration and licenses issued under
the Factories Act, 1948 for various manufacturing facilities, fire safety licenses from municipal fire safety authorities,
registration certificates issued under various labour laws, including contract labour registration certificates licenses,
shops and establishment related licenses, as well as various direct and indirect taxation related registrations as may be
applicable. Further, we also hold the Importer Exporter Code issued by the Ministry of Commerce & Industry,
Government of India, to enable us to export our products to Bhutan. For further information on approvals relating to
our business and operations, see “Government and other Approvals” beginning on page 312. Certain of these
approvals, particularly for our depots, are granted for a limited duration, and are required to be renewed or extended
from time to time upon expiry. Due to COVID-19, several approvals that have expired in the ordinary course or have
been applied for have not been renewed or grant of such approvals has been delayed. For instance, we filed an
application for obtaining the fire no-objection certificate with the relevant authority for our manufacturing facilities
in Jodhpur, Rajasthan; in the month of January 2020, and the application is still pending. For further information on
pending approvals, see “Government and Other Approvals” on pages 312-313. While we usually apply for the renewal
of approvals in a timely manner, we cannot assure you that such approvals will be issued or granted to us in a timely
manner, or at all. If we do not receive such approvals or are not able to renew the approvals in a timely manner, our
business and operations may be adversely affected.

The approvals required by us are subject to numerous conditions including, among others, limitation on discharge of
effluents and hazardous wastes, quantum of raw materials to be used, and consumption of water. Further, in some
cases, consent of relevant authorities is required in case there is any modification/ alteration/ change in product mix.
The conditions and the obligation to renew the approval or license at regular intervals are also prescribed in such
approvals and licenses. We cannot assure you that these would not be suspended or revoked in the event of accidental
non-compliance or alleged non-compliance with any terms or conditions thereof, or pursuant to any regulatory action.
If there is any failure by us to comply with the applicable regulations or if the regulations governing our business are
amended, we may incur increased costs, be subject to penalties, have our approvals and permits revoked or suffer a
disruption in our operations, any of which could adversely affect our business, financial conditions, results of
operations, and cash flows.

11. A significant portion of our sales are derived from the state of Kerala and any adverse developments in this market
could adversely affect our business.

Set forth below is certain information on our geography-wise revenue from operations for the periods indicated:

Zone Fiscal 2018 Fiscal 2019 Fiscal 2020

Percentage of total revenue from operations (%)
South 53.80% 50.31% 46.33%
East 26.65% 26.60% 28.99%
West 11.96% 13.39% 13.80%
North 7.59% 9.70% 10.88%
Total 100.00% 100.00% 100.00%
South: Karnataka, Kerala, Tamil Nadu, Telangana, Andhra Pradesh, Pondicherry
East: Bihar, West Bengal, Chhattisgarh, Orissa, Jharkhand, North Eastern region
West: Gujarat, Maharashtra, Madhya Pradesh, Goa
North: Rajasthan, Delhi, Uttar Pradesh, Uttarakhand, Haryana, Punjab, Chandigarh

29
 We have historically derived a significant portion of our revenue from sales in the state of Kerala. In Fiscal 2020
revenue generated from sales in the state of Kerala represented 34.56% of our revenue from operations and revenue
generated from Southern region (comprising states of Karnataka, Kerala, Tamil Nadu, Telangana, Andhra Pradesh,
Pondicherry) represented 46.33% of our revenues from operations in Fiscal 2020. Accordingly, any materially adverse
social, political or economic development, natural calamities, civil disruptions, regulatory developments or changes
in the policies of the state or local government in this region could adversely affect our manufacturing and distribution
activities, result in modification of our business strategy, or require us to incur significant capital expenditure, which
will in turn have a material adverse effect on our business, financial condition, results of operations, and cash flows.
For instance, there were floods in the state of Kerala in 2018 and 2019, as a result of which our sales were impacted.
The occurrence of any such events is likely to adversely affect our operations and could result in significant loss due
to an inability to meet production and delivery schedules, which could materially affect our business reputation within
the industry. Further, our sales from this region may decline as a result of increased competition, regulatory action,
pricing pressures, fluctuations in the demand for or supply of our products or services, or the outbreak of an infectious
disease such as COVID-19. Our failure to effectively react to these situations or to successfully introduce new products
or services in these markets could adversely affect our business, prospects, results of operations, financial condition,
and cash flows. The occurrence of, or our inability to effectively respond to, any such events or effectively manage
the competition in the region, could have an adverse effect on our business, results of operations, financial condition,
cash flows and future business prospects.

12. Our funding requirements and proposed deployment of the Net Proceeds are based on management estimates and
may be subject to change based on various factors, some of which are beyond our control.

Our funding requirements and deployment of the Net Proceeds are based on internal management estimates based on
current market conditions and have not been appraised by any bank or financial institution. Our funding requirements
may be subject to change based on various factors which are beyond our control. For details, see “Objects of the
Offer” beginning on page 90.

13. There are outstanding litigation proceedings filed by and against our Company. Any adverse outcome in such
proceedings may have an adverse impact on our reputation, business, financial condition, results of operations
and cash flows.

There are outstanding litigation proceedings against our Company in relation to certain taxation matters. Further, our
Company has also initiated certain criminal proceedings against various parties. Such outstanding litigation
proceedings are pending at various levels of adjudication before various tribunals and other authorities.

The summary of outstanding litigation proceedings set out below includes details of criminal proceedings, taxation
proceedings and material civil litigation (as defined in the section “Outstanding Litigation and Other Material
Developments” beginning on page 309) involving our Company.

Nature of Cases Number of outstanding cases Amount involved (in ₹ million)*

Litigation filed against our Company
Actions by regulatory or statutory 1 2.28*
authorities
Indirect tax matters** 10 264.14*
Direct tax matters** 3 2.82*
Criminal proceedings Nil Nil
Matters above the materiality 6 260.52*
threshold of ₹ 4.78 million**
Litigation filed by our Company
Actions by regulatory or statutory Nil Nil
authorities
Indirect tax matters Nil Nil
Direct tax matters Nil Nil
Criminal proceedings 99 19.62
Matters above the materiality Nil Nil
threshold of ₹ 4.78 million
*
To the extent quantifiable, excluding interest and penalty thereon.
** The indirect tax matters and direct tax matters are inclusive of number of matters which are above the materiality threshold of ₹ 4.78 million.

For further information, see “Outstanding Litigation and Other Material Developments” beginning on page 309.

30
 There can be no assurance that these legal proceedings will be decided in our favor. In addition, we cannot assure
you that no additional liability will arise out of these proceedings. Further, our Company may not have provisioned
for all the probable liabilities, if any, arising out of these outstanding litigation. Decisions in such proceedings
adverse to our interests may have an adverse effect on our business, results of operations, financial condition and
cash flows.

14. Our Restated Financial Statements disclose certain contingent liabilities as per Ind AS 37 -Provisions, Contingent
Liabilities and Contingent Assets, which if materialize, may adversely affect our business, financial condition,
cash flows and results of operation.

As of September 30, 2020, our contingent liabilities as per Ind AS 37 - Provisions, Contingent Liabilities and
Contingent Assets, were as follows:

Amount
Particulars
(₹ million)
Sales tax – C forms 0.30
Value added tax 301.11
Income tax matters 2.82
Excise and service tax related matters 9.35
Building tax 2.28
Total* 315.86
*excluding interest and penalty thereon.

If a significant portion of these liabilities materialize, it could have an adverse effect on our business, financial
condition, results of operations, and cash flows. For further information on our contingent liabilities as per Ind AS
37, see “Restated Financial Statements – Annexure VII – Note 31” on page 254.

15. We have incurred borrowings from commercial banks and an inability to comply with repayment and other
covenants in our financing agreements could adversely affect our business and financial condition.

We have entered into agreements with a bank for short-term and long-term borrowings. As of September 30, 2020,
we had Total Borrowings (consisting of borrowings under non-current liabilities, current maturities of long-term
debts, and borrowings under current liabilities) of ₹ 301.34 million. Certain agreements that we have entered into
contain restrictive covenants, including requirements that we obtain consent from the lenders prior to undertaking
certain matters including change in shareholding pattern and management control, entering into any scheme of
merger, amalgamation, compromise or reconstruction, changing the management materially, change to the
Company’s Memorandum and Articles, create, assume or incur any further indebtedness or incur any capital
expenditure except being funded by Company’s own resources, and change in the ownership or control. Our
Company has applied for and received consent from the relevant lender for undertaking the Offer. Further, in terms
of security, we are required to create a mortgage over our immovable properties by way of depositing original title
deeds, and hypothecate our movable properties, including by way of a pledge of our fixed deposits. Any failure to
service such indebtedness, or otherwise perform any obligations under such financing agreements may lead to a
termination of one or more of our credit facilities or incur penalties and acceleration of payments under such credit
facilities, which may adversely affect our business and financial condition.

Further, we are required to, among other obligations, comply with certain financial covenants including maintaining
the prescribed debt service coverage ratio, tangible net worth, term debt, and minimum net worth. There can be no
assurance that we will be able to comply with these financial or other covenants or that we will be able to obtain
consents necessary to take the actions that we believe are required to operate and grow our business. Our long-term/
short-term bank facilities were rated CARE BBB-; Stable/ CARE A3 on February 26, 2018; our long-term/ short-
term bank facilities were rated CARE BBB; Stable/ CARE A3+, and short-term bank facilities were rated CARE
BBB; Stable, on December 29, 2018; and our long-term bank facilities are rated CARE BBB+; Stable, and our long/
short-term bank facilities are rated CARE BBB+; Stable/ CARE A3+, on January 30, 2020. Any fluctuations in the
interest rates or downgrade in the credit ratings assigned to our debt instruments may directly impact the interest
costs of such loans, and affect our business, financial condition, results of operations and prospects. Our ability to
make repayments and refinance our indebtedness will depend on our continued ability to generate cash from our
future operations. We may not be able to generate enough cash flow from operations or obtain enough capital to
service our debt. For further information, see “Financial Indebtedness” beginning on page 268.

Any failure to comply with the conditions and covenants in our financing agreements that is not waived by our lenders
or guarantors or otherwise cured could lead to a termination of our credit facilities, foreclosure on our assets,
acceleration of all amounts due under such facilities or trigger cross-default provisions under certain of our other

31
 financing agreements, any of which could adversely affect our financial condition and our ability to conduct and
implement our business plans.

16. We do not have long-term agreements with our suppliers for raw materials, and an inability to procure the desired
quality, quantity of our raw materials in a timely manner and at reasonable costs, or at all, may have a material
adverse effect on our business, results of operations, financial condition, and cash flows.

Our ability to remain competitive, maintain costs and profitability depend, in part, on our ability to source and maintain
a stable and sufficient supply of raw materials at acceptable prices. Our major raw materials include acrylic binders,
packaging tins, pigments, alkyd resins and additives. Other raw materials include white cement, minerals including
lime, dolomite, calcite, china clay and talcum, and turpentine oil. For further information, see “Our Business –
Procurement of Raw Materials” on pages 167-168. We depend on external suppliers for all the raw materials required
and typically purchase raw materials on a purchase order basis and place such orders with them in advance on the
basis of our anticipated requirements. As a result, the success of our business is significantly dependent on maintaining
good relationships with our raw material suppliers. Absence of long-term supply contracts subject us to risks such as
price volatility caused by various factors such as commodity market fluctuations, currency fluctuations, climatic and
environmental conditions, production and transportation cost, changes in domestic as well as international government
policies, and regulatory and trade sanctions. We also import a certain amount of minerals from Vietnam. As a result,
we continue to remain susceptible to the risks arising out of raw material price fluctuations as well as import duties,
which could result in a decline in our operating margins. See “- Restrictions on import of raw materials may adversely
impact our business and results of operations” on pages 40. If we cannot fully offset increases in raw material prices
with increases in the prices for our products, we will experience lower margins, which will have a material adverse
effect on our results of operations, financial condition, and cash flows. In the absence of such contracts we are also
exposed to the risk of unavailability of certain raw materials in desired quantities and qualities, in a timely manner or
at all.

Although we have not faced significant disruptions in the procurement of raw materials in the past, the COVID-19
pandemic temporarily affected our ability to source raw materials from certain vendors who were unable to transport
raw materials to us. There can be no assurance that we will procure the required quantities and quality of raw materials
commensurate with our requirements. In Fiscals 2018, 2019 and 2020, the cost of raw materials and components
consumed represented 55.20%, 55.36%, 51.40%, respectively, of our revenue from operations. In the six months
ended September 30, 2019 and 2020, the cost of raw materials and components consumed represented 55.38% and
47.73%, respectively, of our revenue from operations. There can be no assurance that a particular supplier will
continue to supply us with raw materials in the future. Any delay in supplying finished products to dealers in
accordance with the terms and conditions of the purchase orders, such as delivery within a specified time, as a result
of delayed raw material supply, could result in the dealer refusing to accept our products, which could have an adverse
effect on our business and reputation. Further, we cannot assure you that we will be able to enter into new or renew
our existing arrangements with suppliers on terms acceptable to us, which could have an adverse effect on our ability
to source raw materials in a commercially viable and timely manner, if at all, which may impact our business and
profitability.

Further, as we generally have short-term arrangements for supply of our products to dealers, we rely on historical
trends and other indicators to purchase the required quantities of raw materials. We, therefore, run the risk of
purchasing more raw materials than necessary, which could expose us to risks associated with prolonged storage of
some of these materials, and materially affect our results of operations. Conversely, if our dealers place orders for
greater quantities of products compared to their historical requirements, we may not be able to adequately source the
necessary raw materials in a timely manner, and may not have the required available manufacturing capacity to meet
such demand. In addition, if all or a significant number of our suppliers for any particular raw material are unable or
unwilling to meet our requirements or our estimates fall short of the demand, we could suffer shortages or significant
cost increases. Continued supply disruptions could exert pressure on our costs, and we cannot assure you that all or
part of any increased costs can be passed along to our dealers in a timely manner or at all, which could negatively
affect our business, overall profitability and financial performance.

17. Any unscheduled or prolonged disruption of our manufacturing operations could materially and adversely affect
our business, financial condition, results of operations, and cash flows.

Any unscheduled or prolonged disruption of our manufacturing operations, including power failure, fire and
unexpected mechanical failure of equipment, obsolescence, labour disputes, strikes, lock-outs, earthquakes and other
natural disasters, industrial accidents or any significant social, political or economic disturbances, or infectious disease
outbreaks such as the COVID-19 pandemic, could reduce our ability to manufacture our products and adversely affect
sales and revenues from operations in such period. The occurrence of any such incidents could also result in a
destruction of certain assets, and adversely affect our results of operations. For instance, there was a fire at the quality
control laboratory at our Kochi Facility in Fiscal 2018, during which certain assets were destroyed, and the loss of
such assets was accounted for as an exceptional item in our financial statements for Fiscal 2018. For further
32
 information on exceptional items as per Ind AS 8, see “Restated Financial Statements – Annexure VII – Note 39” on
page 264. Any such disruption may interrupt our operations, which may interfere with manufacturing process,
requiring us to either stop our operations or repeat activities that may involve additional time and increase our costs.
In particular, due to the COVID-19 pandemic, operations at all of our manufacturing facilities were temporary
suspended in the months of March 2020 and April 2020 owing to the lockdown imposed by the Government, and we
subsequently resumed operations in a phased manner in May 2020. Our dealers rely on the timely delivery of our
products and our ability to provide an uninterrupted supply of our products is critical to our business. Although we
take precautions to minimize the risk of any significant operational problems at our manufacturing facilities, our
dealer relationships, business, financial condition, results of operations, and cash flows, may be adversely affected
by any disruption of operations at our manufacturing facilities, including due to any of the factors mentioned above.

Disruptions in our manufacturing operations could delay production or require us to temporarily cease operations at
our manufacturing facilities. We may be subject to manufacturing disruptions due to contraventions by us of any of
the conditions of our regulatory approvals, which may require our manufacturing facilities to cease, or limit,
production until the disputes concerning such approvals are resolved. As regulatory approvals are site specific, we
may be unable to transfer manufacturing activities to another location immediately. Similarly, there is no assurance
that those of our manufacturing facilities unaffected by an interruption will have the capacity to increase their output
to manufacture products for the affected manufacturing facilities, to the extent that all outstanding orders will be
fulfilled in a timely manner. In the event of prolonged interruptions in the operations of our manufacturing facilities,
we may have to make alternate arrangements for supplies and products in order to meet our production requirements,
which could affect our profitability.

18. We are dependent on third-party transportation providers for the supply of raw materials and delivery of our
finished products.

Our success depends on the supply and transport of the various raw materials required for our manufacturing facilities
and of our finished products from our manufacturing facilities to our depots and further to our dealers, which are
subject to various uncertainties and risks. We use third-party freight and transportation providers for the delivery of
our products to dealers. Transportation strikes, if any, could have an adverse effect on supplies and deliveries to and
from our dealers and suppliers. Further, on account of the COVID-19 pandemic, our manufacturing operations were
shutdown and our third-party transportation providers’ operations were also closed during the lockdown imposed by
the Government in end of March 2020 through April 2020.

In addition, raw materials and finished products may be lost or damaged in transit for various reasons including
occurrence of accidents or natural disasters. There may also be a delay in delivery of raw materials and products which
may also affect our business and results of operations negatively. In the event we fail to maintain a sufficient volume
of raw materials and delivery of such materials to us is delayed, we may be unable to meet dealer orders in a timely
manner or at all, which could result in the dealer’s inability to meet end-customer orders. Any such inability may
result in loss of sales opportunities that our competitors may capitalize on, thereby adversely affecting our business,
financial condition, results of operations, and cash flows. Any compensation received from insurers or third-party
transportation providers may be insufficient to cover the cost of any delays and will not repair damage to our
relationships with our affected dealers. We may also be affected by an increase in fuel costs, as it will have a
corresponding impact on freight charges levied by our third-party transportation providers. Our freight and forwarding
charges were ₹ 442.74 million, ₹ 554.95 million and ₹ 657.70 million in Fiscal 2018, 2019 and 2020 respectively, and
represented 11.03%, 10.36%, and 10.53% of our revenue from operations in such years, respectively. Our freight and
forwarding charges were ₹ 303.28 million and ₹ 277.19 million in the six months ended September 30, 2019 and 2020
respectively, and represented 11.12% and 10.68% of our revenue from operations in such periods, respectively. This
could require us to expend considerable resources in addressing our distribution requirements, including by way of
absorbing these excess freight charges to maintain our selling price, which could adversely affect our results of
operations, or passing these charges on to our customers, which could adversely affect demand for our products.

19. An inability to increase the number of tinting machines placed by us with our dealers may adversely affect our
business, prospects, results of operations, financial condition and cash flows.

In order to continue to increase sales of our emulsion paints and to keep up with current trends, we intend to focus on
populating our tinting machines across our network of dealers. This involves strengthening our relationship with
dealers and carrying out promotional activities for installing our tinting machines.

We have entered into a long-term arrangement with the manufacturer of our tinting machines until March 31, 2024
with effect from October 26, 2020, according to the terms of which we have committed to purchase a minimum
number of machines during such term. In addition, the manufacturer has contractually limited and disclaimed its
liability towards the tinting machines on the occurrence of certain events specified therein including if the machine is
directly or indirectly opened, altered, or tampered with, or if an action has been carried out that will intrude in the
operations of the system and result in any modification in the configuration of the system, in the absence of the
33
 manufacturer. Other limitations on liability include a limited scope of warranty to cover parts with manufacturing
defects only, and absence of warranty cover for all electrical components.

We cannot assure you that we will be able to successfully increase the population of our tinting machines despite
incurring expenses towards promotional activities and brand building initiatives, which may have an adverse effect
on our business, financial condition, results of operations, and cash flows. In the event, we decide to discontinue
purchasing the tinting machines from the manufacturer, we will be required to compensate the manufacturer with a
fee equivalent to the manufacturer’s price towards inventory of components including the front panel which has been
custom designed for us, TAB, keyboard, mouse and USB hub with cabling. Even if we purchase the minimum quantity
stipulated, and are subsequently unable to place these machines at dealer outlets, we may have to write-off these
purchases and incur additional expenses towards maintaining the surplus machines at our own cost, which could
adversely affect our results of operations, financial condition, and cash flows. This could also adversely affect our
ability to pursue our growth strategy of increasing the population of our tinting machines. In addition, even if we are
able to increase the population of our tinting machines, there can be no assurance that dealers will not uninstall such
machines or that there will be a corresponding increase in sales of our emulsion paints. For instance, there have been
certain instances in the past where we have been forced to uninstall a tinting machine from a dealer location due to
non-performance of the dealer or cessation of a dealer engagement. In Fiscal 2018, 2019 and 2020, we installed 1,181,
1,335, and 1,153 new tinting machines, respectively, at the outlets of our dealers and the cumulative number of tinting
machines that were inoperative as of March 31, 2018, 2019 and 2020, was 156, 239 and 385, respectively. While we
have been able to subsequently reinstall a number of these tinting machines at alternate dealer locations, we cannot
assure you that we will be able to do so in the future, and a tinting machine that has been installed at a dealer outlet
that has subsequently ceased operations, may become inoperative. In the event we are unable to successfully install
tinting machines at our dealer networks or our machines are uninstalled or if sales of emulsion paints do not increase
in line with our expectations, our business, prospects, results of operation, financial condition and cash flows may be
adversely affected.

In addition, tinting machines require a specific colourant in the absence of which the machine cannot be used. As the
colourant is manufactured by select companies in India, there can be no assurance that there will be adequate supply
of such colourant to our dealer network at all times. In the event of any prolonged supply disruption of the colourant
that inventory levels are unable to cover, our dealers will not be able to use our tinting machines thereby rendering
them inoperative, and adversely affecting our results of operations, financial condition, and cash flows.

20. We are in the process of expanding our operations and establishing a network of dealers in regions where we do
not have a significant presence and prior experience. Any failure to expand into these new regions could adversely
affect our sales, financial condition, result of operations, and cash flows.

In order to cater to the growing market demand for our products and expand our presence across India, we are in the
process of deepening our presence in states that we have recently entered, and expanding our presence to Tier 1 and
2 Cities and Metros in states where we have been present for a considerable period. We may not possess the same
level of familiarity with the economic condition, dealer network, end-customer base and commercial operations in the
new regions we propose to enter into and therefore, we will be initially exposed to a degree of risk in realization and
volume of sales. There can be no assurance that our expansion plans in these new regions will be successful, as our
competitors may have more established brands, more experience in trends and deeper relationships with dealers in
these regions. Further, having limited or no presence in such new regions as compared to some of our competitors,
may lead to lower product pricing due to lack of brand presence and higher expenditure on brand building. As a result,
it may be more expensive for us to manufacture and/ or distribute decorative paint products in these new regions and
it may take longer to reach expected sales and profit levels than anticipated, which could affect the viability of these
operations or our overall profitability. There can be no assurance that our products will gain market acceptance or
meet the particular requirements of dealers and customers in these new markets and regions. If we do not successfully
establish our operations, reputation and brand image in this these new markets and regions, our sales, financial
condition, results of operations, and cash flows could be materially and adversely affected.

21. We intend to utilise a portion of the Net Proceeds for funding our capital expenditure requirements and for
purchase of tinting machines and gyroshakers. We are yet to place orders for such capital expenditure and
purchase of tinting machines and gyroshakers.

We intend to utilise a portion of the Net Proceeds for funding capital expenditure for expansion of the existing
manufacturing facility at Pudukkottai, Tamil Nadu. We also intend to utilise a portion of the Net Proceeds towards
purchase of tinting machines and gyroshakers. While we have obtained quotations from various vendors in relation
to the plant and machinery required for funding such capital expenditure and have also entered into a supply
agreement with dated October 26, 2020 with Corob India Private Limited for purchase of the tinting machines and
gyroshakers, we are yet to place orders for such plant, machinery, tinting machines and gyroshakers. Accordingly,
orders worth (i) ₹ 1,855.49 million, which constitutes 100% of the total estimated costs in relation to expansion of
the existing manufacturing facility at Pudukkottai, Tamil Nadu; and (ii) ₹ 500.13 million, which constitutes 100%
34
 of the total estimated costs in relation to the purchase of tinting machines and gyroshakers, are yet to be placed.
There can be no assurance that we will be able to place orders for such plant, machinery, tinting machines and
gyroshakers in a timely manner or at all. Further, in the event of any delay in placement of such orders, the proposed
schedule implementation and deployment of the Net Proceeds may be extended or may vary accordingly.

22. Stringent environmental, health and safety laws and regulations or stringent enforcement of existing
environmental, health and safety laws and regulations may result in increased liabilities and increased capital
expenditures.

Our operations are subject to environmental, health and safety and other regulatory and/ or statutory requirements in
the jurisdictions in which we operate. Our operations may generate significant amounts of pollutants and waste, some
of which may be hazardous. We are accordingly subject to various national, state, municipal and local laws and
regulations concerning environmental protection in India, including laws addressing the discharge of pollutants into
the air and water, the management and disposal of any hazardous substances, and wastes and the clean-up of
contaminated sites. Non-compliance with these laws and regulations, which among other things, limit or prohibit
emissions or spills of toxic substances produced in connection with our operations, could expose us to civil penalties,
criminal sanctions and revocation of key business licences. Environmental laws and regulations in India are becoming
more stringent, and the scope and extent of new environmental regulations, including their effect on our operations,
cannot be predicted with any certainty. In case of any change in environmental or pollution regulations, we may be
required to invest in, among other things, environmental monitoring, pollution control equipment, and emissions
management.

As a consequence of unanticipated regulatory or other developments, future environmental and regulatory related
expenditures may vary substantially from those currently anticipated. We cannot assure you that our costs of
complying with current and future environmental laws and other regulations will not adversely affect our business,
results of operations, financial condition, or cash flows. In addition, we could incur substantial costs, our products
could be restricted from entering certain markets, and we could face other sanctions, if we were to violate or become
liable under environmental laws or if our products become non-compliant with applicable regulations. Our potential
exposure includes fines and civil or criminal sanctions, third-party property damage or personal injury claims and
clean-up costs. The amount and timing of costs under environmental laws are difficult to predict.

23. We may not be able to adequately protect or continue to use our intellectual property. In addition, the use of our
brand “Indigo” or similar trade names by third parties could have a material adverse effect on our business growth
and prospects, financial condition, results of operations and cash flows.

We currently sell our products in India through a network of dealers, who further distribute our products to end-
customers. We primarily sell our paint products under our brand label, “Indigo”. We have registered certain
trademarks in India, and may apply for such registrations in the future. The registration of intellectual property
including trademarks is a time-consuming process and there can be no assurance that any registration applications
we may pursue will be successful and that such registration will be granted to us. If we fail to register the appropriate
intellectual property, or our efforts to protect relevant intellectual property prove to be inadequate, the value attached
to our brand and proprietary property could deteriorate, which could have a material adverse effect on our business
growth and prospects, financial condition, results of operations, and cash flows.

In particular, the use of “Indigo” or similar trade names by third parties may result in confusion among our
customers, and we are exposed to the risk that entities in India and elsewhere could pass off their products as our
products, including spurious or imitation or look-alike products. For example, other manufacturers imitating our
brands, and packaging design and material selling spurious products may adversely affect sale of our products,
resulting in a decrease in market share due to a decrease in demand for our products. Such imitation or spurious
products may not only result in loss of sales but also adversely affect the reputation of our brand and consequently
our future sales and results of operations. In addition, few products that we resell are manufactured by third-parties
that also affix the “Indigo” brand on these products. As we engage with these third-party manufacturers on an
informal basis, there can be no assurance that such third-parties will not misuse the “Indigo” brand or affix it on
products not authorized by us. In the event of such unauthorized use, we may be compelled to pursue legal action
for the protection of our brand and intellectual property, which may divert our attention and resources thereby
affecting our business operations.

Further, we protect most of our intellectual property including product and process improvements by relying on
trade secret laws and confidentiality agreements. Our efforts to protect our intellectual property may not be adequate.
Unauthorized parties may infringe upon or misappropriate our services or proprietary information. While our domain
names cannot be copied, we may be unable to renew registration of our domain names, and other parties could create
an alternative domain name resembling ours that could be passed off as our domain name. In addition, despite our
efforts to comply with the intellectual property rights of others, we cannot determine with certainty whether we are
infringing any existing third-party intellectual property rights which may force us to alter our processes, obtain
35
 additional licenses or cease significant portions of our operations. We may also be susceptible to claims from third-
parties asserting infringement and other related claims. Regardless of their merits, such claims could materially and
adversely affect our relationships with current or future dealers, result in costly litigation, delay or disrupt provision
of services, divert management’s attention and resources, subject us to significant liabilities, require us to enter into
royalty or licensing agreements or require us to cease certain activities. Any of the foregoing could materially and
adversely affect our business, financial condition, results of operations and cash flows.

24. Our business is working capital intensive. If we experience insufficient cash flows from our operations or are
unable to borrow to meet our working capital requirements, it may materially and adversely affect our business
and results of operations.

Our business requires significant amount of working capital primarily as a considerable amount of time passes
between purchase raw materials and sale of our finished products. As a result, we are required to maintain sufficient
stock at all times in order to meet manufacturing requirements, thus increasing our storage and working capital
requirements. Consequently, there could be situations where the total funds available may not be sufficient to fulfil
our commitments, and hence we may need to incur additional indebtedness in the future, or utilize internal accruals
to satisfy our working capital needs. Our future success depends on our ability to continue to secure and successfully
manage sufficient amounts of working capital. Further, our ability to arrange financing and the costs of capital of
such financing are dependent on numerous factors, including general economic and capital market conditions and
the effect of events such as the COVID-19 pandemic, credit availability from banks, investor confidence, the
continued success of our operations and other laws that are conducive to our raising capital in this manner. For
instance, as a result of the COVID-19 pandemic, certain of our dealers had requested for modifications to their
payment terms, which temporarily increased our cash flow requirements.

As we pursue our growth plan, we may be required to raise additional funds by incurring further indebtedness or
issuing additional equity to meet our capital expenditures in the future. If we experience insufficient cash flows or
are unable to borrow funds on a timely basis, or, at all, to meet our working capital and other requirements, or to pay
our debts, it could materially and adversely affect our business and results of operations. Management of our working
capital requirements involves the timely payment of, or rolling over of, our short-term indebtedness and securing
new and additional loans on acceptable terms, or re-negotiation of our payment terms for, our trade payables,
collection of trade receivables and preparing and following accurate and feasible budgets for our business operations.
If we are unable to manage our working capital requirements, our business, results of operations, financial condition,
and cash flows could be materially and adversely affected. There can be no assurance that we will be able to
effectively manage our working capital. Should we fail to effectively implement sufficient internal control
procedures and management systems to manage our working capital and other sources of financing, we may have
insufficient capital to maintain and grow our business, and we may breach the terms of our financing agreements
with banks, face claims under cross-default provisions and be unable to obtain new financing, any of which would
have a material adverse effect on our business, results of operations, financial condition, and cash flows. For further
information on the working capital facilities currently availed of by us, see “Financial Indebtedness” beginning on
page 268.

25. Inability to meet the quality standard norms prescribed by the central and state governments could result in the
sales of our products being banned or suspended or becoming subject to significant compliance costs, which could
have a material adverse effect on our business growth and prospects, results of operations, financial condition,
and cash flows.

The quality of the products being manufactured by us is open to independent verification by agencies of the central
and state governments, or various other regulatory authorities. Regulatory authorities including authorities under the
Legal Metrology Act, 2009, may carry out inspection of our premises, plant, equipment, machinery, manufacturing
or other processes and sample checks on any material or substance in relation to our product at short notice or without
notice. The government authorities could impose fines or issue us show cause notices if the samples are not in
conformity with the prescribed quality norms. For instance, we have in the past been penalized by the Legal
Metrology department for alleged contravention of certain provisions of the Legal Metrology Act, 2009 and the
rules notified thereunder and there can be no assurance that we will not be similarly penalised in the future. Failure
on our part to adhere to the quality norms prescribed by the government agencies could lead to recall of those batches
and/or the products in the relevant state, or we may be liable to pay a penalty. Any such order passed by the
governmental authorities could generate adverse publicity about our Company and our products, which could have
a material adverse effect on our business growth and prospects, financial condition, results of operations, and cash
flows.

26. Fluctuation in the prices of crude oil may affect our ability to price our products competitively.

The raw materials we use in our manufacturing process are primarily sourced from third party suppliers in India.
Our raw materials include acrylic binders, packaging tins, pigments, alkyd resins and additives that are manufactured
36
 using derivatives of crude oil. Prices of these principal raw materials are subject to changes in the prices of crude oil
and other petrochemical intermediates, which are linked to international prices and are susceptible to significant
volatility from time to time. As a result, we continue to remain susceptible to the risks arising out of raw material
price fluctuations and in particular fluctuation of crude oil prices which could result in declining operating margins.
While the variation in the price of such raw materials is typically passed on to the customer, our inability to do so in
the future could adversely affect our ability to price our products competitively. Also see, “ – We do not have long-
term agreements with our suppliers for raw materials, and an inability to procure the desired quality, quantity of
our raw materials in a timely manner and at reasonable costs, or at all, may have a material adverse effect on our
business, results of operations, financial condition, and cash flows.” on page 32.

27. Improper storage, processing and handling of raw materials and finished products may cause damage to our
inventory leading to an adverse effect on our business, results of operations and cash flows.

Our inventory primarily consists of raw materials including acrylic binders, alkyd resins and additives and finished
products. Our raw materials, manufacturing processes and finished products are susceptible to fungal and bacterial
contamination if not appropriately stored, handled and processed, which may affect the quality of the finished
product. In the event such a contamination is detected at the facility during quality checks, we may be required to
disinfect the entire plant and equipment, resulting in a suspension of manufacturing activities, and lower capacity
utilizations, which could materially and adversely affect our business, financial condition, results of operations, or
cash flows. Improper storage may also result in higher than usual spoilage of inventory due to adverse weather
conditions or longer than usual storage periods, which may also require us to incur additional expenses in replacing
that portion of the inventory and/ or incur additional expenses in maintenance and improvement of our storage
infrastructure, which may adversely affect our profit margins.

28. Our business is subject to seasonal variations and cyclicality that could result in fluctuations in our results of
operations.

Seasonality may adversely affect our business and results of operations. In particular, the decorative paints business
is sensitive to seasonality, with our revenues recorded during the months of June to August being relatively lower
compared to other periods due to the monsoon season. During the monsoons, construction and housing activity is
curtailed and we may continue to incur operating expenses, but our revenue from the sale of our products may be
delayed or reduced. In addition, unusually cold and rainy weather could have an adverse effect on sales of our
exterior paint products. As a result of such fluctuations, our sales and results of operations may vary by fiscal quarter,
and the sales and results of operations of any given fiscal quarter may not be relied upon as indicators of the sales
or results of operations of other fiscal quarters or of our future performance. In addition, a portion of our revenue is
from certain sectors and businesses that are cyclical in nature and subject to changes in general economic conditions.
For example, certain of our dealers may sell a significant portion of our products to the construction and housing
industry. The level of construction activity in local and national markets is inherently cyclical, being influenced by
a wide variety of factors including national and regional economic circumstances, governments’ ability to fund
infrastructure projects, consumer sentiment and other factors beyond our control. As a result, any adverse
developments in such industries could adversely affect our business and results of operations.

Similar variations may also result from shifting of major festivals from one month to another in successive years,
which may adversely affect our manufacturing and sales volumes in a given period compared to the similar period
of the preceding year, and could therefore have an impact on our comparative results of operations during the
relevant period.

29. Our inability to effectively manage our growth or to successfully implement our business plan and growth strategy
could have an adverse effect on our business, results of operations, financial condition, and cash flows.

While we have experienced significant growth and have expanded our operations extensively over the years, we
cannot assure you that our growth strategy will continue to be successful or that we will be able to continue to expand
further, or at the same rate. The success of our business will depend greatly on our ability to effectively implement
our business and growth strategy. Our growth strategy involves growing our portfolio of differentiated products,
strengthening our brand, deepening our penetration in existing markets and expanding our presence in select new
territories, continuing to install tinting machines across dealer outlets, and expanding our manufacturing capacities.
For further information, see “Our Business – Strategies” beginning on page 158.

Our success in implementing our growth strategies may be affected by our ability to identify new market
opportunities, develop differentiated products, increase our existing network of dealers and ability to adapt to
changes in the Indian or international regulatory environment applicable to us. Many of these factors are beyond our
control and there can be no assurance that we will succeed in implementing our strategy. Any change in government
policies and regulations including any ban imposed on a particular product by the respective governments, or any
duties, pre-conditions or ban imposed by countries from where we source certain raw materials may have an adverse
37
 impact on our operations. In addition, there may be delays in the anticipated timing of activities related to such
growth initiatives, strategies and operating plans; increased difficulty and cost in implementing these efforts; and
the incurrence of other unexpected costs associated with operating the business. Any of these factors could adversely
impact our results of operations. If, for any reason, the benefits we realize are less than our estimates or the
implementation of these growth initiatives, strategies and operating plans adversely affect our operations or cost
more or take longer to effectuate than we expect, or if our assumptions prove inaccurate, our results of operations
may be materially adversely affected. Also see “– Our proposed capacity expansion plans relating to our
manufacturing facilities are subject to the risk of unanticipated delays.” on pages 28-29.

30. Our manufacturing activities are dependent on the delivery of adequate and uninterrupted supply of electrical
power and water at a reasonable cost. Any shortages or any prolonged interruption or increase in the cost of power
and water, could adversely affect our business, result of operations, financial conditions, and cash flows.

Adequate and cost effective supply of electrical power and water is critical to our operations. We have three
manufacturing facilities in three states in India, namely, Rajasthan, Kerala and Tamil Nadu. Each of our
manufacturing facilities depends on the delivery of an adequate supply of electrical power. For further details, see
“Our Business – Manufacturing Facilities” on pages 164-165. There can be no assurance that electricity supplied to
our existing manufacturing facilities will be sufficient to meet our requirements or that we will be able to procure
adequate and uninterrupted power supply in the future at a reasonable cost. If the per unit cost of electricity is
increased by the state electricity boards our power costs will increase. An interruption in or limited supply of electricity
may result in suspension of our manufacturing operations. A prolonged suspension in production could materially
and adversely affect our business, financial condition, results of operations, or cash flows.

Our operations and facilities are dependent on a steady and stable supply of water, and irregular or interrupted supply
of water, or government intervention are factors that could adversely affect our daily operations. If there is an
insufficient supply of water to satisfy our requirements we may need to limit or delay our production, which could
adversely affect our business, financial condition, results of operations, and cash flows. In addition to the production
losses that we would incur during production shutdowns in the absence of supply of electrical power or water for a
prolonged duration, we would not be able to immediately return to full production volumes following power
interruptions, however brief. Accordingly, any increase in power costs and water costs could adversely affect our
operations and financial condition.

31. We may be subject to unionization, work stoppages or increased labour costs, which could adversely affect our
business and results of operations.

Our industry is labour intensive. The success of our operations depends on availability of labour and maintaining a
good relationship with our workforce. As of September 30, 2020, we employed 666 employees across our various
manufacturing facilities. In addition, we also employ contract labours for conducting various activities at our
manufacturing facilities. Certain of our employees are unionised into labour unions at our Kochi Facility. Although
we have not experienced any major interruption to our operations as a result of labour disputes in the recent past,
there can be no assurance that we will not experience any such disruption in the future as a result of disputes or
disagreements with our work force, which may adversely affect our ability to continue our business operations. We
may also have to incur additional expense to train and retain skilled labour. We are also subject to a number of
stringent labour laws that protect the interests of workers, including legislation that imposes financial obligations on
employers upon retrenchment. There can be no assurance that we will not experience labour unrest in the future,
which may delay or disrupt our operations. Any labour unrest including labour disputes, strikes and lock-outs,
industrial accidents, experienced by us could directly or indirectly prevent or hinder our normal operating activities,
and, if not resolved in a timely manner, could lead to disruptions in our operations. In the event of any prolonged
delay or disruption our business, results of operations and financial condition could be materially and adversely
affected.

32. Our inability to accurately forecast demand or price for our products and manage our inventory may adversely
affect our business, results of operations, financial condition, and cash flows.

Our business depends on our estimate of the demand for our products from dealers. We estimate demand for our
products based on market projections. If we overestimate demand, we may purchase more raw materials and
manufacture more products than required. If we underestimate demand, we may manufacture fewer quantities of
products than required, which could result in delayed or non-fulfilment of purchase orders resulting in loss of dealers,
goodwill and business. If we under stock one or more of our products, we may not be able to obtain additional units
in a timely manner, which could also adversely affect our goodwill and results of operations. In addition, if our
products do not achieve widespread acceptance, or our dealers change their procurement preferences, we may be
required to incur significant inventory markdowns, or may not be able to sell the products at all, which would affect
our business, results of operations and financial condition. As such, our inability to accurately forecast demand for

38
 our products and manage our inventory may have an adverse effect on our business, results of operations, cash flows
and financial condition.

33. Our inability to collect receivables and default in payment from our dealers could result in the reduction of our
profits and affect our cash flows.

Our operations involve extending credit for extended periods of time to our dealers in respect of our products, and
consequently, we face the risk of non-receipt of these outstanding amounts in a timely manner or at all, particularly
in the absence of long-term arrangements with our dealers. While we typically operate on pre-sanctioned credit
limits with dealers, we cannot guarantee that our dealers will not default on their payments. Our inability to collect
receivables from our dealers in a timely manner or at all in future, could adversely affect our working capital cycle
and cash flows. In Fiscals 2018, 2019 and 2020, our trade receivables were ₹ 967.86 million, ₹ 1,038.47 million and
₹ 1,044.74 million, respectively, which represented 24.01%, 19.33% and 16.68% of our total income for such years,
respectively. In the six months ended September 30, 2019 and 2020, our trade receivables were ₹ 803.55 million
and ₹ 855.70 million, respectively, which represented 29.39% and 32.88% of our total income for such periods,
respectively. Macroeconomic conditions could also result in financial difficulties, including insolvency or
bankruptcy, for our dealers, and as a result could cause dealers to delay payments to us, request modifications to
their payment arrangements, that could increase our receivables or affect our working capital requirements, or default
on their payment obligations to us. For instance, as a result of the COVID-19 pandemic, certain of our dealers had
requested for temporary modifications to their payment terms, which temporarily increased our cash flow
requirements. An increase in bad debts or in defaults by our dealers may compel us to utilize greater amounts of our
operating working capital and result in increased interest costs, thereby adversely affecting our results of operations
and cash flows.

34. We may be subject to significant risks and hazards when operating and maintaining our manufacturing facilities,
for which our insurance coverage might not be adequate.

As of September 30, 2020, we operated three manufacturing facilities in India. We generally perform scheduled and
unscheduled maintenance and operating and other asset management services. We sub-contract certain maintenance
services to third-parties who may not perform their services adequately. Manufacturing paint involves handling of
certain hazardous raw materials. In addition to natural risks such as earthquake, flood, lightning, cyclones and wind,
other hazards, such as fire, structural collapse and machinery failure are inherent risks in our operations. These and
other hazards can cause significant personal injury or loss of life, severe damage to and destruction of property, plant
and equipment and contamination of, or damage to, the environment and may result in the suspension of operations.
The occurrence of any one of these events may result in our being named as a defendant in lawsuits asserting claims
for substantial damages, including for cleanup costs, personal injury and property damage and fines and/or penalties.

We maintain an amount of insurance protection that we consider adequate including insurance policy covering fire,
damage to buildings, plant and machinery, stocks (raw materials and finished goods), vehicles, directors’ and
officers’ liability insurance policy, and policy covering damage to stocks at our depots. We may not have identified
every risk and further may not be insured against every risk because such risks are either uninsurable or not insurable
on commercially acceptable terms, including operational risk that may occur and the occurrence of an event that
causes losses in excess of the limits specified in our policies, or losses arising from events or risks not covered by
insurance policies such as COVID-19 and other pandemics, or due to the same being inadequate, could materially
harm our cash flows, financial condition and future results of operations. However, we cannot provide any assurance
that our insurance will be sufficient or effective under all circumstances and against all hazards or liabilities to which
we may be subject. In addition, our insurance coverage expires from time to time. We apply for the renewal of our
insurance coverage in the normal course of our business, but we cannot assure you that such renewals will be granted
in a timely manner, at acceptable cost or at all. Our insurance cover for property, plant and equipment, and inventory,
as of September 30, 2020 was ₹ 1,767.37 million, while our gross block of property, plant and equipment, and
inventory, was ₹ 1,640.51 million, and our total assets (including all current and non-current assets) was ₹ 4,112.91
million as of September 30, 2020. Consequently, our insurance cover as a percentage of gross block of property,
plant and equipment, and inventory, was 107.73%, and our insurance cover as a percentage of total assets (including
all current and non-current assets) was 42.97%, as of September 30, 2020. To the extent that we suffer loss or
damage, or successful assertion of one or more large claims against us for events for which we are not insured, or
which exceeds our insurance coverage or where our insurance claims are rejected, the loss would have to be borne
by us and our results of operations, financial performance and cash flows could be adversely affected. For further
information on our insurance arrangements, see “Our Business – Insurance” on page 172.

35. Our Company proposes to utilize a portion of the Net Proceeds to repay/ pre-pay certain borrowings availed by
our Company.

Our Company intends to use a certain portion of the Net Proceeds for the repayment/ pre-payment of certain
borrowings of our Company. The details of the borrowings identified to be repaid using the Net Proceeds have been
39
 disclosed in “Objects of the Offer” on pages 90. Further, our Company may refinance/ roll over some or all of such
identified borrowings in the ordinary course of business depending on the requirements of our Company.
Accordingly, our Company may utilize the Net Proceeds for repayment of such refinanced/ rolled over borrowings
or fresh borrowings obtained by our Company which are in the nature of short-term borrowings. However, the
repayment of the identified borrowings are subject to various factors including, commercial considerations, market
conditions, cost of borrowings and conditions attached to such borrowings.

While we believe that utilization of Net Proceeds for repayment of borrowings would help us to reduce our cost of
debt and enable the utilization of our funds for further investment in business growth and expansion, the repayment
of loans will not result in the creation of any tangible assets for our Company.

36. Restrictions on import of raw materials may adversely impact our business and results of operations.

We currently source a certain portion of our raw materials, comprising minerals, from vendors in Vietnam. Raw
material imports are regulated by certain specific laws and regulations that permit concerned authorities to stop any
import if it is deemed that the chemicals proposed to be imported may cause major accidents. While raw materials
we import from Vietnam are not hazardous in nature, we cannot assure you that such regulations will not be made
applicable to us, or that such regulations will not evolve into more stringent regulations, which would place onerous
requirements on us and consequently restrict our ability to import raw materials. While we have not in the recent past
experienced any challenges in importing such materials, we cannot assure you that we will not experience any such
challenges in the future. In the event we are unable to import these materials, there can be no assurance that we will
be successful in identifying alternate suppliers for raw materials or we will be able to source the raw materials at
favourable terms in a timely manner or at all. Any change in law or applicable governmental policies relating to
imports, change in international geo-political situations, restriction on import of raw materials could have an adverse
effect on our ability to deliver products to our dealers, business and results of operations.

37. Some of our manufacturing facilities, offices and depots are located on leased or licensed or rented premises. If
these leases, leave and license agreements or rental deeds are terminated or not renewed on terms acceptable to
us, it could have a material adverse effect on our business, financial condition, results of operations, and cash
flows.

Our Registered Office and Corporate Office is located on premises that we own and operate on a freehold basis. In
addition, some of our depots and our manufacturing facilities are also located on leased and licensed premises. We
typically enter into lease agreements of varying terms for our depots with an option to renew such term. We may not
be able to renew or extend these agreements at commercially acceptable terms, or at all. Further, we may be required
to re-negotiate rent or other terms and conditions of such agreements. We may also be required to vacate the premises
at short notice as prescribed in the lease agreements, and we may not be able to identify and obtain possession of an
alternate location, in a short period of time. Occurrence of any of the above events may have a material adverse effect
on our business, results of operations, financial condition, and cash flows. Further, any adverse impact on the
ownership rights of our landlords may impede our effective future operations. Further, a number of our leave and
license and rent agreements as well as rental deeds are due to expire in the next three months to three years, and in
case of non-renewal of our licenses or rental deeds or if such agreements are renewed on unfavorable terms and
conditions, we may be forced to procure alternative space. We may also face the risk of being evicted in the event
that our landlords allege a breach on our part of any terms under these lease/ leave and license agreements and there
is no assurance that we will be able to identify suitable locations to re-locate our operations.

Additionally, we have entered into lease agreements for a period of 99 years for our manufacturing facilities, that are
operated on industrial land allotted to us by industrial development corporations, subject to various compliance
requirements including restrictions on transfer, sub-let, mortgage of the premises and changes to our products and
production capacity without prior written permission of the industrial development corporations and approvals to be
obtained from the industrial development corporations. Further, in some instances, our Company is required to take
prior consent from the lessor for certain matters including change of directors causing a change in the ownership or
management of the Company, change in constitution of the Company and change in its products, production capacity
or manufacturing process. As per the terms of one of the lease deeds entered into with an industrial corporation, our
Company is also required to comply with the provisions of the RIICO Disposal of Land Rules, 1979. Additionally,
our Company is also required to intimate the lessor for certain matters including change in name or address of the
registered office or administrative office of the Company. Failure to comply with the conditions of use of such land
could result in an adverse impact on our business and financial condition. For further information, see “Our Business
– Properties” on page 173.

38. An inability to renew quality accreditations in a timely manner or at all, or any deficiencies in the quality of our
products may give rise to product liability claims and adversely affect our business prospects and financial
performance.

40
 We obtain and maintain quality certifications and accreditations from independent certification entities and also
comply with prescribed specifications and standards of quality approved by the Government in connection with the
products we manufacture. Such specifications and standards of quality is an important factor in the success and wide
acceptability of our products. If we fail to comply with applicable quality standards or if the relevant accreditation
institute or agency declines to certify our products, or if we are otherwise unable to obtain such quality accreditations
in the future, in a timely manner or at all, our business prospects and financial performance will be materially and
adversely affected.

Further, if our products are alleged or found to be defective, we may be subject to product liability claims. There
could be instances in which our products do not meet the specifications. We have from time to time encountered
certain claims with respect to the quality of our products. While we have not been required to recall our products and
have resolved these claims amicably, we may be subject to product liability claims and litigation for compensation
in the future which could result in substantial and unexpected expenditure and could materially and adversely affect
our cash flow and operating results. Further, there can be no assurance that we will be able to successfully defend
such claims. If any such claims against us are ultimately successful, we could be required to pay substantial damages,
which could materially and adversely affect our business, financial condition, results of operations, and cash flows.
Moreover, product failures or defects, and any complaints or negative publicity, could result in a decrease in our
sales. Even if certain of the product defects are attributable to raw materials supplied by our suppliers, we cannot
guarantee that we would be able to recover all or part of the damages by claiming against our suppliers.

39. Some of our corporate records are not traceable.

In the past, certain filings made by our Company have not been made in the manner required under the Companies
Act, 1956 and the Companies Act, 2013. Additionally, certain forms filed by our Company in the past had factual
inaccuracies, which related to, amongst others, change in the designation of director(s) in Form(s) DIR-12 for
appointments made in the year 2016, discrepancies in relation to price of allotment of Equity Shares for allotments
made in the years 2018 and 2019, and class of Equity Shares mentioned incorrectly in Form(s) PAS 3 for allotments
made in the years 2014, 2015, and 2017, and incorrect references to name of the ESOP scheme(s) in Form(s) PAS-3
for allotments made in the years 2018 and 2019. Further, in the past certain resolutions passed by our shareholders
such as in relation to bonus issuance have also had factual inaccuracies such as incorrect number of Equity Shares.
Further, our Company has not been able to trace records of certain forms that were required to be filed by our
Company with the Registrar of Companies in the past, pertaining to period when the records at Registrar of
Companies were not computerised. For instance, we have been unable to trace Form(s) 2 under the erstwhile
Companies Act, 1956 for allotment of Equity Shares made prior to March 31, 2008. Despite conducting searches of
our internal records and the records maintained by the jurisdictional Registrar of Companies for the aforesaid
secretarial records, we have not been able to trace the aforementioned documents.

While information in relation to such allotments has been disclosed in the section “Capital Structure” beginning on
page 71, in this Red Herring Prospectus, based on the statutory register of members, Board resolutions and minutes
of the meetings of our Board, we may not be able to furnish any further document evidencing such allotments. We
cannot assure you that the abovementioned forms will be available in the future. Further, we cannot assure you that
our Company has filed such forms in a timely manner or at all, in the past. While our Company has made corrective
filings with the RoC in relation to certain records and no legal proceedings or regulatory action has been initiated
against our Company in relation to untraceable secretarial and other corporate records and documents as of the date
of this Red Herring Prospectus, we cannot assure you that such legal proceedings or regulatory actions will not be
initiated against our Company in future. Although no regulatory action/ litigation is pending against us in relation to
such untraceable secretarial and other corporate records and documents, we cannot assure you that we will not be
subject to penalties imposed by regulatory authorities in this respect.

40. Fluctuations in the average selling prices of our paint products could adversely affect our business, financial
condition, results of operations, and cash flows.

The average selling prices of our products may be subject to fluctuations depending on the market conditions. The
average selling prices of our products are affected by the general market conditions, such as pricing by competition
and raw material costs, which could have an impact on the businesses of our dealers and, in turn, their demand for
our products. An inflexible pricing policy may result in reduction in sales because of reduced price competitiveness.
While, we have not experienced any material fluctuation in our average selling prices, we cannot assure you that we
will not experience declining average selling prices for our products or that our average selling prices can remain at
the same level in the future. A decline in the average selling prices for our products could adversely affect our business
and financial condition, operating results, and cash flows.

41. Uncertainty regarding the manufacturing industry, housing market, economic conditions and other factors
beyond our control could adversely affect demand for our products and services, our costs of doing business and
our financial performance.
41
 Our financial performance depends significantly on the manufacturing industries, on the stability of the housing,
residential construction, as well as general economic conditions, including changes in gross domestic product.
Adverse conditions in or uncertainty about these markets, or the economy could adversely impact our end-customers’
confidence or financial condition, causing them to determine not to purchase home improvement products and
services or delay purchasing or payment for those products and services. Other factors beyond our control, the state
of the credit markets, including mortgages and consumer credit and other conditions beyond our control, could further
adversely affect demand for our products and services, our costs of doing business and our financial performance.
Any slowdown in these industries and economy is a major risk for the paint industry.

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

Information relating to the installed manufacturing capacity and capacity utilization of our manufacturing facilities
included in this Red Herring Prospectus are based on various assumptions and estimates of our management that
have been taken into account by an independent chartered engineer in the calculation of the installed manufacturing
capacity of, and actual productions volumes at, our manufacturing facilities. These assumptions and estimates include
the standard capacity calculation practice of the paint industry after examining the period during which the
manufacturing facilities operate in a year, expected operations, availability of raw materials, downtime resulting from
scheduled maintenance activities, unscheduled breakdowns, as well as expected operational efficiencies, and taking
into account the number of working days in a year, number of days in a month, number of shifts in a day, and average
downtime efficiency. Actual manufacturing capacity, production levels and utilization rates may therefore vary from
the information of our manufacturing facilities included in this Red Herring Prospectus or from the historical installed
manufacturing capacity information of our manufacturing facilities depending on the product type. Accordingly,
undue reliance should not be placed on our historical installed capacity information for our existing facilities included
in this Red Herring Prospectus.

43. We are dependent on our Promoters, Directors, and a number of key managerial personnel, and the loss of or our
inability to attract or retain such persons could adversely affect our business, results of operations, financial
condition, and cash flows.

We are dependent on our Promoters, Directors and key managerial personnel for setting our strategic business
direction and managing our business. Certain of our Promoters, being Directors of our Company and several of our
key managerial personnel have extensive experience in the paint sector. Our ability to meet continued success and
future business challenges depends on our ability to attract, recruit and retain experienced, talented and skilled
professionals. Without a sufficient number of skilled employees, our operations and manufacturing quality could
suffer. Our experienced sales team has also developed a number of dealer relationships that would be difficult to
replace. Competition for qualified technical personnel and operators as well as sales personnel with established dealer
relationships is intense, both in retaining our existing employees and when replacing or finding additional suitable
employees. If we cannot hire additional qualified personnel or retain them, our ability to expand our business will be
impacted.

We may also be required to increase our levels of employee compensation more rapidly than in the past to remain
competitive in attracting suitable employees. The loss of the services of our key personnel or our inability to recruit
or train a sufficient number of experienced personnel or our inability to manage the attrition levels in different
employee categories may have an adverse effect on our financial results and business prospects.

44. We have in this Red Herring Prospectus included certain Non-GAAP Measures and certain other industry
measures related to our operations and financial performance. These Non-GAAP Measures and industry
measures may vary from any standard methodology that is applicable across the Indian decorative paint industry,
and therefore may not be comparable with financial or industry related statistical information of similar
nomenclature computed and presented by other companies.

Certain Non-GAAP Measures and certain other industry measures relating to our operations and financial
performance have been included in this Red Herring Prospectus. We compute and disclose such Non-GAAP
Measures and such other industry related statistical information relating to our operations and financial performance
as we consider such information to be useful measures of our business and financial performance, and because such
measures are frequently used by securities analysts, investors and others to evaluate the operational performance of
Indian decorative paint manufacturing companies, many of which provide such Non-GAAP Measures and other
industry related statistical and operational information. Such supplemental financial and operational information is
therefore of limited utility as an analytical tool, and investors are cautioned against considering such information
either in isolation or as a substitute for an analysis of our audited financial statements as reported under applicable
accounting standards disclosed elsewhere in this Red Herring Prospectus.
42
 These Non-GAAP Measures and such other industry related statistical and other information relating to our
operations and financial performance may not be computed on the basis of any standard methodology that is
applicable across the industry and are not measures of operating performance or liquidity defined by generally
accepted accounting principles, and therefore may not be comparable to financial measures and industry related
statistical information of similar nomenclature that may be computed and presented by other manufacturing
companies. For further information, see “Management’s Discussion and Analysis of Financial Condition and Results
of Operations – Non-GAAP Measures” on pages 287-290.

45. Our Promoters will continue to retain majority shareholding in us after the Offer, which will allow them to
exercise significant influence over us and potentially create conflicts of interest.

As on date of this Red Herring Prospectus, our Promoters hold approximately 60.05% of the pre-Offer paid-up Equity
Share capital of our Company. Accordingly, our Promoters will continue to exercise significant influence over our
business policies and affairs and all matters requiring shareholders’ approval, including the composition of our Board,
the adoption of amendments to our certificate of incorporation, the approval of mergers, strategic acquisitions or joint
ventures or the sales of substantially all of our assets, and the policies for dividends, lending, investments and capital
expenditures. This concentration of ownership also may delay, defer or even prevent a change in control of our
Company and may make some transactions more difficult or impossible without the support of these stockholders.
The interests of the Promoters as our controlling shareholder could conflict with our interests or the interests of its
other shareholders. We cannot assure you that the Promoters will act to resolve any conflicts of interest in our favour.

46. Any failure or disruption of our information technology systems could adversely impact our business and
operations.

Our business is dependent upon increasingly complex and interdependent information technology systems, including
internet-based systems, to support business processes as well as internal and external communications. For instance,
we have implemented an ERP system across our offices and manufacturing facilities, to handle purchase of goods,
services, inventory, supply chain management, invoicing, accounting, payments, collections, reconciliation, taxation,
and other business functions. The complexity of our computer systems may make them potentially vulnerable to
breakdown, malicious intrusion and computer viruses. While we have not experienced any disruptions to our
information technology systems in the past, we cannot assure you that we will not encounter disruptions in the future.
Any such disruption may result in the loss of key information or disruption of our business processes, which could
adversely affect our business and results of operations. In addition, our systems are potentially vulnerable to data
security breaches, whether by employees or others that may expose sensitive data to unauthorized persons.

47. Changes in technology may affect our business by making our manufacturing facilities or equipment less
competitive.

Our profitability and competitiveness are to a certain extent dependent on our ability to respond to technological
advances and emerging industry standards and practices on a cost-effective and timely basis. Changes in technology
may make newer generation manufacturing equipment more competitive than ours or may require us to make
additional capital expenditures to upgrade our manufacturing facilities. Our inability to continue to invest in new
and more advanced technologies and equipment, may result in our inability to respond to emerging industry
standards and practices in a cost-effective and timely manner that is competitive with other paint manufacturing
companies and other methods of manufacturing. The development and implementation of such technology entails
technical and business risks. We cannot assure you that we will be able to successfully implement new technologies
or adapt our processing systems to emerging industry standards. If we are unable to adapt in a timely manner to
changing market conditions or technological changes, our business and financial performance could be adversely
affected.

48. We may undertake strategic acquisitions or investments, which may prove to be difficult to integrate and manage
or may not be successful.

We strengthened our presence in southern India and gained access to solvent-based paints through the acquisition of
Hi-Build Coatings Private Limited and its facilities at Kochi (Kerala) and Pudukkottai (Tamil Nadu) in Fiscal 2016.
In the future, we may consider making simliar strategic acquisitions of other paint manufacturing companies or other
companies whose resources, capabilities and strategies are complementary to and are likely to increase our product
portfolio and expand our distribution network. We may also enter into strategic alliances or joint ventures to explore
such opportunities or make significant investments in entities that we do not control to capitalize on such business
opportunities, and there can be no assurance that such strategic alliances, joint ventures or investments will be
successful.

43
 It is also possible that we may not identify suitable acquisition or investment candidates, or that if we do identify
suitable candidates, we may not complete those transactions on terms commercially acceptable to us or at all. The
inability to identify suitable acquisition targets or investments or the inability to complete such transactions may
adversely affect our competitiveness or our growth prospects.

If we acquire another company we could face difficulty in integrating the acquired operations. In addition, the key
personnel of the acquired company may decide not to work for us. These difficulties could disrupt our ongoing
business, distract our management and employees and increase our expenses. There can be no assurance that we will
be able to achieve the strategic purpose of such acquisition or operational integration or our targeted return on
investment.

49. We appoint contract labour for carrying out certain of our ancillary operations and we may be held responsible
for paying the wages of such workers, if the independent contractors through whom such workers are hired default
on their obligations, and such obligations could have an adverse effect on our results of operations, cash flows
and financial condition.

In order to retain flexibility and control costs, we appoint independent contractors who in turn engage on-site contract
labour for performing certain of our manufacturing and ancillary operations. The numbers of contract labourers vary
from time to time based on the nature and extent of work contracted to independent contractors. 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. All contract labourers engaged at our manufacturing facilities
are assured minimum wages that are fixed by the state government from time to time. Any upward revision of wages
that may be required by the state government to be paid to such contract labourers or the unavailability of the required
number of contract labourers, may adversely affect the business and future results of our operations.

Further, in the event of any non-compliance by contractors with statutory requirements, legal proceedings may be
initiated against us. While the Contract Labour (Regulation and Abolition) Act, 1970 does not require us to retain
contract labourers as our employees, the Indian courts on a case by case basis have directed employers in the past to
absorb contract labourers as employees. Thus, any such order from a regulatory body or court may have an adverse
effect on our business, results of operations, financial condition, and cash flows.

50. We have issued Equity Shares at prices that may be lower than the Offer Price in the last 12 months.

We have issued and allotted (i) 16,078,075 Equity Shares upon conversion of Series A1 CCCPS, Series A2 CCCPS,
Series B CCCPS, and Series C CCCPS on December 22, 2020; and (ii) 455,325 Equity Shares pursuant to exercise
of options vested under ESOS 2014 on January 5, 2021, at prices which may be lower than the Offer Price. For
further details, see “Capital Structure – Notes to the Capital Structure – Equity Share capital history of our Company”
on pages 71-73.

51. We have in the past entered into related party transactions and may continue to do so in the future, which may
potentially involve conflicts of interest with the equity shareholders.

We have in the past entered into transactions with certain enterprises over which our Directors have a significant
influence. While we believe that all such transactions have been conducted on an arm’s length basis, we cannot assure
you that we might have obtained more favourable terms had such transactions been entered into with unrelated
parties.

For further information on our related party transactions, see “Other Financial Information – Related Party
Transactions” on page 267. We cannot assure you that any such future transactions, individually or in the aggregate,
will always be in the best interests of our minority shareholders and will not have an adverse effect on our business,
results of operations, cash flows and financial condition.

52. Industry information included in this Red Herring Prospectus has been derived from an industry report
commissioned by us for such purpose. There can be no assurance that such third-party statistical, financial and
other industry information is either complete or accurate.

We have availed the services of an independent third party research agency, Frost & Sullivan India Private Limited,
to prepare an industry report titled “Independent Market Report for Paints Sector in India” dated November 9, 2020,
for purposes of inclusion of such information in this Red Herring Prospectus. This report is subject to various
limitations and based upon certain assumptions that are subjective in nature. None of our Company, the Book
Running Lead Managers or any other person connected with the Offer has independently verified such information.
Although we believe that the data may be considered to be reliable, the accuracy, completeness and underlying
44
 assumptions are not guaranteed and dependability cannot be assured. While we have taken reasonable care in the
reproduction of the information, the information has not been prepared or independently verified by us, or the BRLMs
or any of our or its respective affiliates or advisors and, therefore, we make no representation or warranty, express or
implied, as to the accuracy or completeness of such facts and statistics. Further, there is no assurance that such
information are stated or compiled on the same basis or with the same degree of accuracy as may be the case
elsewhere. In addition, statements from such third parties that involve estimates are subject to change, and actual
amounts may differ materially from those included in this Red Herring Prospectus.

53. Our end-customers may engage in certain transactions in or with countries or persons that are subject to U.S. and
other sanctions.

U.S. law generally prohibits U.S. persons from directly or indirectly investing or otherwise doing business in or with
certain countries that are the subject of comprehensive sanctions and with certain persons or businesses that have
been specially designated by the OFAC or other U.S. government agencies. Other governments and international or
regional organizations also administer similar economic sanctions. Our end-customers may be located in jurisdictions
to which certain OFAC-administered and other sanctions apply. Although we believe we have compliance systems
in place that are sufficient to block prohibited transactions, there can be no assurance that we will be able to fully
monitor all of our transactions for any potential violation. Although we do not believe that we are in violation of any
applicable sanctions, if it were determined that transactions in which we participate violate U.S. or other sanctions,
we could be subject to penalties, and our reputation and future business prospects could be adversely affected.
Further, investors in the Equity Shares could incur reputational or other risks as a consequence.

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

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

55. We face foreign exchange risks that could adversely affect our results of operations and cash flows.

We have foreign currency payables for supply of certain raw materials and equipment and are therefore, exposed to
foreign exchange risk between the Indian Rupee and U.S. Dollars and other foreign currencies. There can be no
assurance that we will be able to avoid the effect of any adverse fluctuations in the value of the Indian Rupee against
other relevant foreign currencies. Any significant fluctuation in the value of the Indian Rupee against such currencies
including as noticed recently in the case of the US Dollar, may adversely affect our results of operations. Any
appreciation of foreign currencies against the Indian Rupee may result in reduction of our margins and consequently
have an adverse effect on business and result of operations.

56. Certain Promoters, also being the executive Directors of our Company, hold Equity Shares in our Company and
are therefore interested in the Company’s performance in addition to their remuneration and reimbursement of
expenses.

Certain of our Promoters, also being the executive Directors of our Company, are interested in our Company, in
addition to their remuneration or benefits and reimbursement of expenses, to the extent of their shareholding in our
Company. We cannot assure you that they will exercise their rights as shareholders to the benefit and best interest of
our Company. Our Promoters and Directors may take or block actions with respect to our business which may conflict
with the best interests of our Company or that of minority shareholders. For further information on the interest of our
Promoters and Directors of our Company, other than reimbursement of expenses incurred or remuneration or benefits,
see “Our Management” and “Our Promoters and Promoter Group” on pages 190 and 203, respectively.

57. We have not been able to obtain certain records of the educational qualifications of one of our Promoters, Kamala
Prasad Jalan, and have relied on certificates furnished by him for such details of his profile, included in this Red
Herring Prospectus.

One of our Promoters, Kamala Prasad Jalan, has been unable to trace copies of documents pertaining to his
educational qualifications, namely his bachelor’s degree in commerce and law. While he has written a letter to the
concerned university requesting for a copy of his degree certificates, a response from the university is awaited and
there is no assurance that the university will respond to such letter in a timely manner or at all. Accordingly, reliance
has been placed on certificates furnished by him to us and the BRLMs to disclose details of his educational
qualifications in this Red Herring Prospectus. We and the BRLMs have been unable to independently verify these
45
 details prior to inclusion in this Red Herring Prospectus. Further, there can be no assurances that he will be able to
trace the relevant documents pertaining to his educational qualifications in future, or at all.

58. Our Company will not receive any proceeds from the Offer for Sale by the Selling Shareholders.

The Offer consists of an Offer for Sale by the Selling Shareholders. The entire proceeds of the Offer for Sale will be
transferred to each of the Selling Shareholders in proportion to its respective portion of the Offered Shares transferred
by each of them in the Offer for Sale and will not result in any creation of value for us or in respect of your investment
in our Company. The entire proceeds from the Offer for Sale will be paid to the Selling Shareholders and our
Company will not receive any proceeds from the Offer for Sale. For further information, see “Objects of the Offer”
on page 90.

59. One of our Promoters may not have adequate experience in the business activities undertaken by our Company.

One of our Promoters namely, Parag Jalan has several years of experience in consultancy services, however, may not
have adequate experience in the business activities undertaken by our Company. For details, see “Our Promoters and
Promoter Group” beginning on page 201. The business of our Company is managed by our other Promoters. Our
Company cannot assure you that the lack of such adequate prior experience of one of our Promoters in our business
will not have any adverse impact on the management and/ or operations of the Company.

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

We have not declared dividend in the past. For further information, see “Dividend Policy” on page 206. Our ability
to pay dividends in the future will depend on our earnings, financial condition, cash flow, working capital
requirements, capital expenditure and restrictive covenants of our financing arrangements. The declaration and
payment of dividends will be recommended by the Board of Directors and approved by the Shareholders, at their
discretion, subject to the provisions of the Articles of Association and applicable law, including the Companies Act,
2013. We may retain all future earnings, if any, for use in the operations and expansion of the business. As a result,
we may not declare dividends in the foreseeable future. Any future determination as to the declaration and payment
of dividends will be at the discretion of our Board in accordance with the dividend distribution policy adopted by our
Board on October 20, 2020 and will depend on factors that our Board deems relevant, including among others, our
Company’s profitability, capital requirements, financial commitments and requirements, including business and
expansions plans, applicable legal restrictions and any other financing arrangements. We cannot assure you that we
will be able to pay dividends in the future. Accordingly, realization of a gain on Shareholders’ investments will
depend on the appreciation of the price of the Equity Shares. There is no guarantee that our Equity Shares will
appreciate in value.

RISKS RELATING TO INDIA

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

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

In addition, China is one of India’s major trading partners and there are rising concerns of a possible slowdown in
the Chinese economy as well as a strained relationship with India, which could have an adverse impact on the trade
relations between the two countries. In response to such developments, legislators and financial regulators in the
United States and other jurisdictions, including India, implemented a number of policy measures designed to add
stability to the financial markets. However, the overall long-term effect of these and other legislative and regulatory
46
 efforts on the global financial markets is uncertain, and they may not have the intended stabilizing effects. Any
significant financial disruption could have a material adverse effect on our business, financial condition, results of
operation, and cash flows. These developments, or the perception that any of them could occur, have had and may
continue to have a material adverse effect on global economic conditions and the stability of global financial markets,
and may significantly reduce global market liquidity, restrict the ability of key market participants to operate in
certain financial markets or restrict our access to capital. This could have a material adverse effect on our business,
financial condition, results of operations, and cash flows, and reduce the price of the Equity Shares.

62. The occurrence of natural or man-made disasters or outbreak of global pandemics, such as the COVID-19
pandemic, could adversely affect our results of operations, cash flows and financial condition. Hostilities, terrorist
attacks, civil unrest and other acts of violence could adversely affect the financial markets and our business.

The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, tornadoes, fires,
explosions, infectious disease outbreaks such as the COVID-19 pandemic and man-made disasters, including acts of
terrorism and military actions, could adversely affect our results of operations, cash flows or financial condition.
Terrorist attacks and other acts of violence or war in India or globally may adversely affect the Indian securities
markets. In addition, any deterioration in international relations, especially between India and its neighbouring
countries, may result in investor concern regarding regional stability which could adversely affect the price of the
Equity Shares. In addition, India has witnessed local civil disturbances in recent years and it is possible that future
civil unrest as well as other adverse social, economic or political events in India could have an adverse effect on our
business. Such incidents could also create a greater perception that investment in Indian companies involves a higher
degree of risk and could have an adverse effect on our business and the market price of the Equity Shares.

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

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

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

64. Majority of our revenue is derived from business in India and a slowdown in economic growth in India could
cause our business to suffer and could adversely affect our results of operations

We derive a majority of our revenue from our operations in India, accordingly, our performance and the growth of
our business are necessarily dependent on the health of the overall Indian economy. A slowdown in the Indian
economy could adversely affect the policy of the Government of India towards our industry, which may in turn
adversely affect our financial performance and our ability to implement our business strategy.

The Indian economy’s growth momentum moderated significantly in Fiscal 2018 and 2019 as compared to previous
years. According to the Indian Central Statistics Organization, India’s real GDP growth decreased from 7.2% in
Fiscal 2018 to 6.8% in Fiscal 2019. According to the Indian Central Statistics Organization, industrial sector growth
slowed from 6.1% in Fiscal 2018 to 7.6% in Fiscal 2019. As per various sources, the Indian economy has slowed
further in Fiscal 2020. The Indian economy is also influenced by economic and market conditions in other countries,
particularly emerging market conditions in Asia. A loss of investor confidence in other emerging market economies
or any worldwide financial instability may adversely affect the Indian economy, which could materially and adversely
47
 affect our business and results of operations and the market price of the Equity Shares. Any slowdown in the Indian
economy or future volatility in global markets could increase in our borrowing costs, result in freeze in lending
generally, thereby adversely affecting our business. Additionally, an increase in trade deficit, a downgrading in
India’s sovereign debt rating or a decline in India’s foreign exchange reserves could negatively affect interest rates
and liquidity, which could adversely affect the Indian economy and our business. Any downturn in the
macroeconomic environment in India could also adversely affect our business, results of operations, financial
condition, cash flows and the trading price of the Equity Shares.

Further, India’s economy could be adversely affected by a general rise in interest rates, adverse weather conditions
affecting agriculture, commodity and energy prices as well as various other factors. A slowdown in the Indian
economy could adversely affect the policy of the Government of India towards our banking and finance industry,
which may in turn adversely affect our financial performance and our ability to implement our business strategy.

India has from time to time experienced instances of social, religious and civil unrest and hostilities between
neighbouring countries. Military activity or terrorist attacks in the future could influence the Indian economy by
disrupting communications and making travel more difficult and such political tensions could create a greater
perception that investments in Indian companies involve higher degrees of risk. Events of this nature in the future, as
well as social and civil unrest within other countries in Asia, could influence the Indian economy. A number of
countries in Asia, including India, as well as countries in other parts of the world, are susceptible to contagious
diseases and, for example, have had confirmed cases of diseases such as the highly pathogenic H7N9, H5N1 and
H1N1 strains of influenza in birds and swine and more recently, the COVID-19 virus.

Other factors which may adversely affect the Indian economy are scarcity of credit or other financing in India,
resulting in an adverse impact on economic conditions in India and scarcity of financing of our developments and
expansions; volatility in, and actual or perceived trends in trading activity on India’s principal stock exchanges;
changes in India’s tax, trade, fiscal or monetary policies, like political instability, terrorism or military conflict in
India or in countries in the region or globally, including in India’s various neighbouring countries; occurrence of
natural or man-made disasters; infectious disease outbreaks or other serious public health concerns; prevailing
regional or global economic conditions, including in India’s principal export markets; and other significant regulatory
or economic developments in or affecting India.

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

Our Restated Financial Statements as of and for the years ended March 31, 2018 (proforma), March 31, 2019 and
March 31, 2020, and as of and for the six months ended September 30, 2019 and September 30, 2020, have been
derived from our audited financial statements as at and for the six months ended September 30, 2020 and September
30, 2019 each prepared in accordance with Ind AS 34, and our audited financial statements as at and for the year
ended March 31, 2020 prepared in accordance with Ind AS, and our audited financial statements as at and for the
years ended March 31, 2019 and March 31, 2018 each prepared in accordance with Indian GAAP and restated in
accordance with the SEBI ICDR Regulations and the ICAI Guidance Note.

Ind AS differs in certain significant respects from Indian GAAP, IFRS, U.S. GAAP and other accounting principles
with which prospective investors may be familiar in other countries. If our Restated Financial Statements were to be
prepared in accordance with such other accounting principles, our results of operations, cash flows and financial
position may be substantially different. Prospective investors should review the accounting policies applied in the
preparation of our Restated Financial Statements, and consult their own professional advisers for an understanding
of the differences between these accounting principles and those with which they may be more familiar. Any reliance
by persons not familiar with Indian accounting practices on the financial disclosures presented in this Red Herring
Prospectus should be limited accordingly.

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

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

48
 in the future, and the same may no longer be available to us. Any adverse order passed by the appellate authorities/
tribunals/ courts would have an effect on our profitability.

In addition, we are subject to tax related inquiries and claims. We may be particularly affected by claims from tax
authorities on account of income tax assessment, service tax, past claims of central excise, state VAT, and GST that
combines taxes and levies by the central and state governments into one unified rate of interest with effect from July
1, 2017. For further information on litigations arising out of such claims, see “Outstanding Litigation and Other
Material Developments” beginning on page 309.

Further, the Government of India has announced the union budget for Fiscal 2021, pursuant to which the Finance
Act, 2020 (“Finance Act”), effective from July 1, 2020, has introduced various amendments. As such, there is no
certainty on the impact that the Finance Act, 2020 may have on our business and operations or on the industry in
which we operate. In addition, unfavourable changes in or interpretations of existing, or the promulgation of new
laws, rules and regulations including foreign investment laws governing our business, operations and group structure
could result in us being deemed to be in contravention of such laws or may require us to apply for additional
approvals. We may incur increased costs relating to compliance with such new requirements, which may also require
management time and other resources, and any failure to comply may adversely affect our business, results of
operations and prospects. Uncertainty in the applicability, interpretation or implementation of any amendment to, or
change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative
or judicial precedent may be time consuming as well as costly for us to resolve and may affect the viability of our
current business or restrict our ability to grow our business in the future.

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

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

Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and residents
are freely permitted (subject to certain restrictions), if they comply with the pricing guidelines and reporting
requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in compliance
with such pricing guidelines or reporting requirements or falls under any of the exceptions referred to above, then a
prior regulatory approval will be required. Further, unless specifically restricted, foreign investment is freely
permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the foreign
investor is required to follow certain prescribed procedures for making such investment. The RBI and the concerned
ministries/departments are responsible for granting approval for foreign investment. Additionally, shareholders who
seek to convert Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency
from India require a no-objection or a tax clearance certificate from the Indian income tax authorities.

In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, which has
been incorporated as the proviso to Rule 6(a) of the FEMA Rules, 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 October 15, 2020 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 with or without
any particular terms or conditions or at all.

We cannot assure investors that any required approval from the RBI or any other governmental agency can be
obtained on any particular terms or at all. For further information, see “Restrictions on Foreign Ownership of Indian
Securities” on page 354.

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

Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of India.
India’s sovereign rating decreased from Baa2 with a “negative” outlook to Baa3 with a “negative” outlook by
Moody’s and from BBB with a “stable” outlook to BBB with a “negative” outlook (Fitch) in June 2020; and from
BBB “stable” to BBB “negative” by DBRS in May 2020. India’s sovereign ratings from S&P is BBB-with a “stable”
outlook. Any further adverse revisions to India’s credit ratings for domestic and international debt by international
rating agencies may adversely impact our ability to raise additional financing and the interest rates and other
commercial terms at which such financing is available, including raising any overseas additional financing. A
downgrading of India’s credit ratings may occur, for example, upon a change of government tax or fiscal policy,
which are outside our control. This could have an adverse effect on our ability to fund our growth on favorable terms
or at all, and consequently adversely affect our business and financial performance and the price of the Equity Shares.
49
69. Adverse geopolitical conditions such as increased tensions between India and China, could adversely affect our
business, results of operations, financial condition and cash flows.

Adverse geopolitical conditions such as increased tensions between India and China resulting in any military conflict
in the region could adversely affect our business and operations. Such events may lead to countries imposing
restrictions on the import or export of products or raw materials, among others, and affect our ability to procure raw
materials required for our manufacturing operations. We could also be affected by the introduction of import tariffs
in India, or in the countries to which we export our products, or changes in trade agreements between countries.

70. Investors may not be able to enforce a judgment of a foreign court against us, our Directors, the Book Running
Lead Managers or any of their directors and executive officers in India respectively, except by way of a law suit
in India.

We are incorporated under the laws of India and all of our Directors and Key Managerial Personnel reside in India.
All of our assets are also located in India. Where investors wish to enforce foreign judgments in India, they may face
difficulties in enforcing such judgments. India exercises reciprocal recognition and enforcement of judgments in civil
and commercial matters with a limited number of jurisdictions. In order to be enforceable, a judgment obtained in a
jurisdiction which India recognises as a reciprocating territory must meet certain requirements of the Civil Procedure
Code, 1908 (the “CPC”).

India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments.
Recognition and enforcement of foreign judgments is provided for under Section 13, 14 and Section 44A of the CPC
on a statutory basis. Section 44A of the CPC provides that where a certified copy of a decree of any superior court,
within the meaning of that Section, obtained in any country or territory outside India which the government has by
notification declared to be in 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. However, Section 44A of the CPC is applicable only to
monetary decrees and does not apply to decrees for amounts payable in respect of taxes, other charges of a like nature
or in respect of a fine or other penalties and does not apply to arbitration awards (even if such awards are enforceable
as a decree or judgment).

Among other jurisdictions, the United Kingdom, United Arab Emirates, Singapore and Hong Kong have been
declared by the government to be reciprocating territories for the purposes of Section 44A of the CPC. The United
States has not been declared by the Government of India to be a reciprocating territory for the purposes of Section
44A of the CPC. A judgment of a court of a country which is not a reciprocating territory may be enforced in India
only by a suit upon the judgment under Section 13 of the CPC, and not by proceedings in execution. Section 13 of
the CPC provides that foreign judgments shall be conclusive regarding any matter directly adjudicated upon except:
(i) where the judgment has not been pronounced by a court of competent jurisdiction; (ii) where the judgment has
not been given on the merits of the case; (iii) where it appears on the face of the proceedings that the judgment is
founded on an incorrect view of international law or refusal to recognize the law of India in cases to which such law
is applicable; (iv) where the proceedings in which the judgment was obtained were opposed to natural justice; (v)
where the judgment has been obtained by fraud; and/ or (vi) where the judgment sustains a claim founded on a breach
of any law then in force in India. The suit must be brought in India within three years from the date of judgment in
the same manner as any other suit filed to enforce a civil liability in India.

It cannot be assured 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 Indian practice. A party seeking to enforce a foreign
judgment in India is required to obtain prior approval from the RBI to repatriate any amount recovered pursuant to
the execution of such foreign judgment.

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

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

High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our costs. Any
increase in inflation in India can increase our expenses, which we may not be able to adequately pass on to our clients,
whether entirely or in part, and may adversely affect our business and financial condition. In particular, we might not
be able to reduce our costs or entirely offset any increases in costs with increases in prices for our products. In such
case, our business, results of operations, cash flows and financial condition may be adversely affected.
50
 Further, the Government has previously initiated economic measures to combat high inflation rates, and it is unclear
whether these measures will remain in effect. There can be no assurance that Indian inflation levels will not worsen
in the future.

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

On listing, our Equity Shares will be 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 taken for such
conversion may reduce the net dividend to foreign investors. In addition, any adverse movement in currency exchange
rates during a delay in repatriating the proceeds from a sale of Equity Shares outside India, 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 Shareholders. For example, the exchange rate between the Indian 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 returns on our Equity Shares, independent of our operating results.

RISKS RELATING TO THE OFFER AND THE EQUITY SHARES

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

Under the Companies Act, a company having share capital and incorporated in India must offer its holders of equity
shares pre-emptive rights to subscribe and pay for a proportionate number of equity shares to maintain their existing
ownership percentages before the issuance of any new equity shares, unless the pre-emptive rights have been waived
by adoption of a special resolution. However, if the laws of the jurisdiction the investors are located in do not permit
them to exercise their pre-emptive rights without our filing an offering document or registration statement with the
applicable authority in such jurisdiction, the investors will be unable to exercise their pre-emptive rights unless we
make such a filing. If we elect not to file a registration statement, the new securities may be issued to a custodian,
who may sell the securities for the investor's benefit. The value the custodian receives on the sale of such securities
and the related transaction costs cannot be predicted. In addition, to the extent that the investors are unable to exercise
pre-emption rights granted in respect of the Equity Shares held by them, their proportional interest in us would be
reduced.

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

Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity of
corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may differ
from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law may not be
as extensive and wide-spread as shareholders' rights under the laws of other countries or jurisdictions. Investors may
face challenges in asserting their rights as shareholder in an Indian company than as a shareholder of an entity in
another jurisdiction.

75. Any future issuance of Equity Shares may dilute your shareholding and sale of Equity Shares by the Promoters
may adversely affect the trading price of the Equity Shares.

We may be required to finance our growth, whether organic or inorganic, through future equity offerings. Any future
equity issuances by us, including a primary offering, may lead to the dilution of investors’ shareholdings in our
Company. Any future equity issuances by us (including under an employee benefit scheme) or disposal of our Equity
Shares by the Promoters or any of our other principal shareholders or any other change in our shareholding structure
to comply with minimum public shareholding norms applicable to listed companies in India or any public perception
regarding such issuance or sales may adversely affect the trading price of the Equity Shares, which may lead to other
adverse consequences including difficulty in raising capital through offering of our Equity Shares or incurring
additional debt. There can be no assurance that we will not issue further Equity Shares or that our existing
shareholders including our Promoters will not dispose of further Equity Shares after the completion of the Offer
(subject to compliance with the lock-in provisions under the SEBI ICDR Regulations) or pledge or encumber their
Equity Shares. Any future issuances could also dilute the value of shareholder’s investment in the Equity Shares and
adversely affect the trading price of our Equity Shares. Such securities may also be issued at prices below the Offer
Price. We may also issue convertible debt securities to finance our future growth or fund our business activities. In
addition, any perception by investors that such issuances or sales might occur may also affect the market price of our
Equity Shares.
51
76. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase
in the Offer.

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

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

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

The Finance Act, 2019 amended the Indian Stamp Act, 1899 with effect from July 1, 2020 and clarified that, in the
absence of a specific provision under an agreement, the liability to pay stamp duty in case of sale of securities through
stock exchanges will be on the buyer, while in other cases of transfer for consideration through a depository, the onus
will be on the transferor. The stamp duty for transfer of securities other than debentures, on a delivery basis is
specified at 0.015% and on a non-delivery basis is specified at 0.003% of the consideration amount. As such, there
is no certainty on the impact that the Finance Act, 2019 may have on our Company’s business and operations.

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

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.

78. The requirements of being a publicly listed company may strain our resources.

We are not a publicly listed company and have not, historically, been subjected to the increased scrutiny of our affairs
by shareholders, regulators and the public at large that is associated with being a listed company. As a listed company,
we will incur significant legal, accounting, corporate governance and other expenses that we did not incur as an
unlisted company. We will be subject to the Listing Regulations which will require us to file audited annual and
52
 unaudited quarterly reports with respect to our business and financial condition. If we experience any delays, we may
fail to satisfy our reporting obligations and/or we may not be able to readily determine and accordingly report any
changes in our results of operations as promptly as other listed companies. Further, as a publicly listed company, we
will need to maintain and improve the effectiveness of our disclosure controls and procedures and internal control
over financial reporting, including keeping adequate records of daily transactions. In order to maintain and improve
the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant
resources and management attention will be required. As a result, our management’s attention may be diverted from
our business concerns, which may adversely affect our business, prospects, financial condition, results of operations,
and cash flows. In addition, we may need to hire additional legal and accounting staff with appropriate experience
and technical accounting knowledge, but we cannot assure you that we will be able to do so in a timely and efficient
manner.

79. Our Equity Shares have never been publicly traded and may experience price and volume fluctuations following
the completion of the Offer, an active trading market for the Equity Shares may not develop, the price of our
Equity Shares may be volatile and you may be unable to resell your Equity Shares at or above the Offer Price or
at all.

Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market may not
develop or be sustained after the Offer. Listing and quotation does not guarantee that a market for our Equity Shares
will develop or, if developed, the liquidity of such market for the Equity Shares. The Offer Price of the Equity Shares
is proposed to be determined through a book building process. This price will be based on numerous factors, as
described in the section “Basis for Offer Price” beginning on page 119. This price may not necessarily be indicative
of the market price of our Equity Shares after the Offer is completed. You may not be able to re-sell your Equity
Shares at or above the Offer price and may as a result lose all or part of your investment.

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

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

• the failure of security analysts to cover the Equity Shares after this Offer, or changes in the estimates of our
performance by analysts;
• the activities of competitors and suppliers;
• future sales of the Equity Shares by us or our shareholders;
• investor perception of us and the industry in which we operate;
• our quarterly or annual earnings or those of our competitors;
• developments affecting fiscal, industrial or environmental regulations;
• the public’s reaction to our press releases and adverse media reports; and
• general economic conditions.
A decrease in the market price of our Equity Shares could cause you to lose some or all of your investment.
80. Future sales of Equity Shares by our Promoter may adversely affect the market price of the Equity Shares.

After the completion of the Offer, our Promoter will own, directly, more than [●]% of our outstanding Equity Shares.
Upon expiry of the lock-in period provided under the SEBI ICDR Regulations, our Promoter will be eligible to sell
part or all of the Equity Shares held by it. Future sales of a large number of the Equity Shares by our Promoter, either
in one sale or over a series of sales, could adversely affect the market price of the Equity Shares. Similarly, the
perception that any such primary or secondary sale may occur could adversely affect the market price of the Equity
Shares. No assurance may be given that our Promoter will not dispose of, pledge or encumber their Equity Shares in
the future, or that the market price of the Equity Shares will not be adversely affected by any such disposal, pledge
or encumbrance of their Equity Shares.

81. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids(in terms of quantity of
Equity Shares or the Bid amount) at any stage after submitting a bid, and Retail Individual Investors are not
permitted to withdraw their Bids after bid/offer closing date.
53
 Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to block the Bid amount
on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity of equity shares
or the Bid amount) at any stage after submitting a Bid. Similarly, Retail Individual Investors can revise or withdraw
their Bids at any time during the bid/offer period and until the Bid/ offer closing date, but not thereafter. While we
are required to complete all necessary formalities for listing and commencement of trading of the Equity Shares on
all Stock Exchanges where such Equity Shares are proposed to be listed, including Allotment, within six Working
Days from the Bid/ Offer Closing Date or such other period as may be prescribed by the SEBI, events affecting the
Investors’ decision to invest in the Equity Shares, including adverse changes in international or national monetary
policy, financial, political or economic conditions, our business, results of operations, cash flows or financial
condition may arise between the date of submission of the Bid and Allotment. We may complete the Allotment of
the Equity Shares even if such events occur, and such events may limit the Investors’ ability to sell the Equity Shares
Allotted pursuant to the Offer or cause the trading price of the Equity Shares to decline on listing. Therefore, QIBs
and Non-Institutional Investors will not be able to withdraw or lower their bids following adverse developments in
international or national monetary policy, financial, political or economic conditions, our business, results of
operations, cash flows or otherwise between the dates of submission of their Bids and Allotment.

82. U.S. holders should consider the impact of the passive foreign investment company rules in connection with an
investment in our Equity Shares.

A foreign corporation will be treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax
purposes for any taxable year in which either: (i) at least 75% of its gross income is “passive income” or (ii) at least
50% of its gross assets during the taxable year (based on of the quarterly values of the assets during a taxable year)
are “passive assets,” which generally means that they produce passive income or are held for the production of passive
income.

Our Company believes it was not a PFIC for fiscal year ended March 31, 2020, and does not expect to be a PFIC for
the current year or any future years. However, no assurance can be given that our Company will or will not be
considered a PFIC in the current or future years. The determination of whether or not our Company is a PFIC is a
factual determination that is made annually after the end of each taxable year, and there can be no assurance that our
Company will not be considered a PFIC in the current taxable year or any future taxable year because, among other
reasons, (i) the composition of our Company’s income and assets will vary over time, and (ii) the manner of the
application of relevant rules is uncertain in several respects. Further, our Company’s PFIC status may depend on the
market price of its Equity Shares, which may fluctuate considerably.

83. Compliance with provisions of Foreign Account Tax Compliance Act may affect payments on the Equity Shares.

The U.S. “Foreign Account Tax Compliance Act” (or “FATCA”) imposes a new reporting regime and potentially,
imposes a 30% withholding tax on certain “foreign passthru payments” made by certain non-U.S. financial
institutions (including intermediaries).

If payments on the Equity Shares are made by such non-U.S. financial institutions (including intermediaries), this
withholding may be imposed on such payments if made to any non-U.S. financial institution (including an
intermediary) that is not otherwise exempt from FATCA or other holders who do not provide sufficient identifying
information to the payer, to the extent such payments are considered “foreign passthru payments”. Under current
guidance, the term “foreign passthru payment” is not defined and it is therefore not clear whether and to what extent
payments on the Equity Shares would be considered “foreign passthru payments”. The United States has entered into
intergovernmental agreements with many jurisdictions (including India) that modify the FATCA withholding regime
described above. It is not yet clear how the intergovernmental agreements between the United States and these
jurisdictions will address “foreign passthru payments” and whether such agreements will require us or other financial
institutions to withhold or report on payments on the Equity Shares to the extent they are treated as “foreign passthru
payments”. Prospective investors should consult their tax advisors regarding the consequences of FATCA, or any
intergovernmental agreement or non-U.S. legislation implementing FATCA, to their investment in Equity Shares.

54
 SECTION III: INTRODUCTION

THE OFFER

The following table summarizes the Offer details:

Offer of Equity Shares(1)(2) Up to [●] Equity Shares aggregating to ₹ [●] million

of which:
(i) Fresh Issue(1) Up to [●] Equity Shares aggregating to ₹ 3,000 million
(ii) Offer for Sale(2) Up to 5,840,000 Equity Shares aggregating to ₹ [●] million by the
Selling Shareholders
The Offer consists of:
(i) Employee Reservation Portion(3) (4) Up to 70,000 Equity Shares, aggregating to ₹ [●] million
(ii) Net Offer Up to [●] Equity Shares, aggregating to ₹ [●] million
The Net Offer consists of:
A) QIB Portion(5)(6) Not more than [●] Equity Shares
of which:
Anchor Investor Portion Up to [●] Equity Shares
Net QIB Portion (assuming Anchor [●] Equity Shares
Investor Portion is fully subscribed)
of which:
Available for allocation to Mutual Funds [●] Equity Shares
only (5% of the Net QIB Portion)(5)
Balance of QIB Portion for all QIBs [●] Equity Shares
including Mutual Funds
B) Non-Institutional Portion(5) Not less than [●] Equity Shares
C) Retail Portion(5)(6) Not less than [●] Equity Shares

Pre-Offer and post-Offer Equity Shares

Equity Shares outstanding prior to the Offer 45,555,575 Equity Shares

Equity Shares outstanding after the Offer [●] Equity Shares

Utilisation of Net Proceeds See “Objects of the Offer” beginning on page 90 for details
regarding the use of proceeds from the Fresh Issue. Our Company
will not receive any proceeds from the Offer for Sale.

1. The Fresh Issue has been authorised by our Board pursuant to resolution passed on September 29, 2020 and by our Shareholders pursuant to
special resolution passed on October 7, 2020.

2. Each of the Selling Shareholders (severally and not jointly) has specifically confirmed that its respective portion of the Offered Shares has been
held by it for a period of at least one year prior to the filing of the Draft Red Herring Prospectus and are eligible to be offered for sale in the Offer
in accordance with the SEBI ICDR Regulations. Each of the Selling Shareholders has confirmed and approved its participation in the Offer for
Sale as set out below:

S. Name of the Selling Maximum number of Offered Shares Date of Selling Date of corporate
No. Shareholder Shareholder’s authorisation/board
consent letter resolution
Investor Selling Shareholders
1. Sequoia IV 2,005,000 October 30, 2020 October 30, 2020
2. SCII V 2,165,000 October 30, 2020 October 30, 2020
Promoter Selling Shareholder
3. Hemant Jalan 1,670,000 October 29, 2020 -

3. In the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion will be available for allocation and
Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹ 200,000 (net of Employee Discount), subject to the maximum
value of Allotment made to such Eligible Employee not exceeding ₹ 500,000 (net of Employee Discount). The unsubscribed portion, if any, in the
Employee Reservation Portion (after allocation up to ₹ 500,000), shall be added to the Net Offer. The Employee Reservation Portion shall not
exceed 5% of our post-Offer paid-up Equity Share capital. For further details, see “Offer Structure” beginning on page 336. Our Company and
the Selling Shareholders, in consultation with the Lead Managers, may offer a discount of up to 10% to the Offer Price (equivalent of ₹ [●] per
Equity Share) to Eligible Employees, bidding in the Employee Reservation Portion, in accordance with the SEBI ICDR Regulations.

4. Subject to valid Bids being received at or above the Offer Price, undersubscription, if any, in any category, except in the QIB Portion, would be
allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our Company and the
Selling Shareholders, in consultation with the Book Running Lead Managers and the Designated Stock Exchange, subject to applicable laws. In
the event of under subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule
19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, Equity Shares will be Allotted under the Offer for Sale in proportion to the Offered
Shares being offered by the Selling Shareholders. For avoidance of doubt, it is hereby clarified that balance Equity Shares of the Fresh Issue (i.e.,

55
 10% of the Fresh Issue) will be offered only once the entire portion of the Offered Shares is Allotted in the Offer. In the event of under-subscription
in the Offer, Equity Shares shall be allocated in the manner specified in “Terms of the Offer” beginning on page 331.

5. Our Company may, in consultation with the Book Running Lead Managers, allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic
Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of
under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the QIB Portion. Further, 5% of the Net QIB
Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available
for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being
received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance
Equity Shares available for allotment in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to the QIB
Bidders (other than Anchor Investors) in proportion to their Bids. For further details, see “Offer Procedure” beginning on page 339, respectively.

Allocation to Bidders in all categories except the Anchor Investor Portion and the RIB Portion, shall be made on a
proportionate basis subject to valid Bids received at or above the Offer Price. The allocation to each RIB shall not be less
than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion, and the remaining available
Equity Shares, if any, shall be allocated on a proportional basis. For further details, see “Offer Procedure” beginning on
page 339.

For details of the terms of the Offer, see “Terms of the Offer” beginning on page 331.

56
 SUMMARY OF FINANCIAL INFORMATION

The following tables provide the summary of financial information of our Company derived from the Restated Financial
Statements as at and for the six months ended September 30, 2020 and September 30, 2019 and as at and for the years
ended March 31, 2020, March 31, 2019 and March 31, 2018 (proforma).

The summary financial information presented below should be read in conjunction with “Restated Financial Statements”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 207
and 272, respectively.

(The remainder of this page is intentionally left blank)

57
Restated Summary of Assets and Liabilities

(in ₹ million)
Particulars As at As at As at As at As at
September September March 31, March 31, March 31,
30, 2020 30, 2019 2020 2019 2018
(Proforma)
Assets
Non-current assets
Property, plant and equipment 1,403.53 903.90 1,420.30 864.33 614.24
Capital work in progress 25.78 309.02 10.89 43.97 24.63
Right-of-use assets 271.59 291.66 277.95 311.40 97.19
Goodwill 305.52 305.52 305.52 305.52 407.36
Other intangible assets 4.74 3.93 3.72 4.32 4.85
Financial assets
a) Loans 57.96 46.11 54.81 40.71 6.88
b) Other financial assets 23.78 22.24 22.98 - 20.85
Income tax assets (net) 1.74 53.92 1.74 1.74 1.74
Other non-current assets 34.58 43.88 9.37 57.48 25.02
2,129.22 1,980.18 2,107.28 1,629.47 1,202.76
Current assets
Inventories 672.62 714.70 767.65 693.26 552.06
Financial assets
a) Investments 305.93 202.30 208.37 197.04 184.34
b) Trade receivables 855.70 803.55 1,044.74 1,038.47 967.86
c) Cash and cash equivalents 121.48 42.71 56.84 118.42 46.23
d) Bank balances other than Cash and cash - - - 21.81 0.20
equivalents
e) Loans 5.56 2.27 3.16 3.25 2.55
f) Other financial assets 1.06 1.04 1.02 1.11 2.88
Other current assets 21.34 20.38 30.53 29.00 15.06
1,983.69 1,786.95 2,112.31 2,102.36 1,771.18
Total assets 4,112.91 3,767.13 4,219.59 3,731.83 2,973.94
Equity and liabilities
Equity
a) Equity share capital 290.21 290.21 290.21 288.51 285.93
b) Instruments in the nature of equity 183.04 183.04 183.04 183.04 183.04
c) Other equity 1,770.48 1,079.46 1,497.28 1,003.08 805.64
Total equity 2,243.73 1,552.71 1,970.53 1,474.63 1,274.61
Liabilities
Non-current liabilities
Financial liabilities
a) Borrowings 193.26 293.85 247.19 269.11 89.13
b) Lease liabilities 25.70 46.06 28.20 54.10 48.27
Other liabilities 35.14 35.01 38.46 31.67 17.89
Deferred tax liabilities (net) 57.05 63.27 69.67 21.02 -
Provisions 27.92 5.87 13.00 - -
339.07 444.06 396.52 375.90 155.29
Current liabilities
Financial Liabilities
a) Borrowings - 232.40 145.29 247.06 226.38
b) Lease liabilities 31.75 29.73 34.41 39.87 28.83
c) Trade payables
- total outstanding dues of micro and small 357.17 284.12 258.96 128.33 87.91
enterprises
- total outstanding dues of creditors other 833.88 945.37 1,126.94 1,234.09 997.41
than micro and small enterprises
d) Other financial liabilities 178.19 188.79 193.93 150.64 100.44
Other liabilities 85.03 77.61 56.14 78.28 101.60
Provisions 12.96 9.31 10.61 - 1.47
Income tax liabilities (net) 31.13 3.03 26.26 3.03 -
1,530.11 1,770.36 1,852.54 1,881.30 1,544.04
58
Particulars As at As at As at As at As at
September September March 31, March 31, March 31,
30, 2020 30, 2019 2020 2019 2018
(Proforma)
Total liabilities 1,869.18 2,214.42 2,249.06 2,257.20 1,699.33
Total equity and liabilities 4,112.91 3,767.13 4,219.59 3,731.83 2,973.94

59
Restated Summary of Profit and Loss

(in ₹ million)
Particulars Six month Six month Year ended Year ended Year ended
period period March 31, March 31, March 31,
ended ended 2020 2019 2018
September September (Proforma)
30, 2020 30, 2019
Income
Revenue from operations 2,594.20 2,726.36 6,247.92 5,356.29 4,014.76
Other income 8.23 7.61 16.44 16.33 16.29
Total income (I) 2,602.43 2,733.97 6,264.36 5,372.62 4,031.05
Expenses
Cost of raw materials and components 1,238.18 1,509.74 3,211.32 2,965.15 2,216.20
consumed
Purchase of traded goods 53.57 46.19 108.56 81.29 55.70
Decrease/ (increase) in inventories of finished 60.32 (100.86) (100.27) (61.20) 40.90
goods and traded goods
Excise duty on sale of goods - - - - 64.04
Employee benefits expense 220.43 209.61 419.91 363.83 302.53
Finance costs 24.72 27.65 55.95 46.56 45.37
Depreciation and amortisation expense 112.15 96.42 196.10 170.54 90.24
Other expenses 540.81 827.13 1,698.52 1,466.30 1,077.37
Total expenses (II) 2,250.18 2,615.88 5,590.09 5,032.47 3,892.35
Restated profit before exceptional items 352.25 118.09 674.27 340.15 138.70
and tax (III) = (I - II)
Exceptional items (IV) - - - 3.05 13.16
Restated profit before tax (V) = (III - IV) 352.25 118.09 674.27 337.10 125.54
Tax expense
Current tax 92.78 15.91 147.13 48.24 (3.08)
Deferred tax (including MAT credit (12.58) 42.24 48.99 20.16 -
entitlement/ write-off)
Total tax expense (VI) 80.20 58.15 196.12 68.40 (3.08)
Restated profit for the year/ period 272.05 59.94 478.15 268.70 128.62
(VII)=(V-VI)
Other comprehensive income (OCI)
Items not to be reclassified to profit or loss
in subsequent periods:
Re-measurement (loss)/ gain on defined (0.15) 0.03 (1.36) 2.47 2.97
benefit plans
Less: Income tax effect on above 0.04 (0.01) 0.34 (0.86) -
Restated total other comprehensive (0.11) 0.02 (1.02) 1.61 2.97
income for the period/ year, net of tax
(VIII)
Restated total comprehensive income for 271.94 59.96 477.13 270.31 131.59
the period/ year, net of tax
(IX)=(VII+VIII)
Restated Earnings per equity share (face
value Rs.10)
Computed on the basis of restated profit
for the period / year (in Rs.)
- Basic 6.03* 1.33* 10.61 5.98 2.88
- Diluted 5.97* 1.32* 10.49 5.90 2.82
*
not annualised

60
Restated Summary of Cash Flows

(in ₹ million)
Particulars Six month Six month Year ended Year ended Year ended
period period March 31, March 31, March 31,
ended ended 2020 2019 2018
September September (Proforma)
30, 2020 30, 2019
Cash flow from operating activities
Restated profit before tax (after 352.25 118.09 674.27 337.10 125.54
exceptional item)
Adjustment to reconcile restated profit
before tax to net cash flows
Depreciation and amortisation expense 112.15 96.42 196.10 170.54 90.24
Employee stock option cost 1.26 0.44 1.09 9.53 6.62
Provision for impairment allowance of 4.35 0.29 2.84 8.10 9.64
financial assets (net)
(Gain)/loss on sale of PPE (net) - (0.64) (0.81) 1.09 -
Finance cost 24.72 27.65 55.95 46.56 45.37
Fair value gain on financial instruments (4.88) (5.26) (11.33) (12.70) (12.02)
Interest (income) (0.91) (0.72) (1.71) (1.89) (1.76)
Operating profit before working capital 488.94 236.27 916.40 558.33 263.63
changes
Working capital adjustments
Increase/ (decrease) in trade payables and (194.85) (133.35) 22.96 277.12 233.01
other financial liabilities
Increase/ (decrease) in other liabilities 25.57 2.67 (15.35) (9.54) 40.70
Increase/ (decrease) in provisions 16.55 15.20 22.59 0.14 (3.47)
(Increase)/ decrease in trade receivables 184.69 234.63 (9.12) (78.70) (285.79)
(Increase)/ decrease in inventories 95.03 (21.44) (74.38) (141.21) (20.50)
(Increase)/ decrease in other assets 9.20 8.62 (1.53) (13.10) 5.59
(Increase)/ decrease in other financial (0.04) 0.07 0.09 1.77 7.07
assets
(Increase)/ decrease in loans (5.55) (4.42) (14.01) (34.53) (1.42)
Cash generated from operations 619.54 338.25 847.65 560.28 238.82
Direct taxes paid (net of refunds) (87.97) (68.09) (124.24) (44.35) (0.41)
Net cash flow from operating activities (A) 531.57 270.16 723.41 515.93 238.41
Cash flows (used in) investing activities
Purchase of property, plant and equipment, (134.57) (351.50) (614.02) (638.27) (197.36)
intangible assets including movement in
CWIP, capital advances and capital creditors
Proceeds from sale of property, plant and - 0.64 0.81 4.86 16.01
equipment
Proceeds fom sale of investments 207.32 - - - 5.40
Investment in mutual fund (300.00) - - - -
Proceeds from bank deposits (having original - - - 0.20 -
maturity of more than three months)
Interest received 0.11 0.29 0.54 0.93 5.08
Net cash flow (used in) investing activities (227.14) (350.57) (612.67) (632.28) (170.87)
(B)
Cash flows from financing activities
Proceeds from exercise of share options - 17.68 17.68 17.22 -
(Repayment of)/ proceeds from short-term (145.29) (14.66) (101.77) 20.68 (11.55)
borrowings (net)
(Repayment) of long-term borrowings (54.07) (90.28) (144.76) (82.72) -
Proceeds from long-term borrowings - 136.22 145.98 305.01 5.84
Payment of principal portion of lease (18.04) (22.11) (42.54) (34.41) (24.51)
liabilities
Interest paid (22.39) (22.15) (46.91) (37.24) (38.06)
Net cash flow (used in)/ from financing (239.79) 4.70 (172.32) 188.54 (68.28)
activities (C)

61
 Particulars Six month Six month Year ended Year ended Year ended
period period March 31, March 31, March 31,
ended ended 2020 2019 2018
September September (Proforma)
30, 2020 30, 2019
Net (decrease)/ increase in cash and cash 64.64 (75.71) (61.58) 72.19 (0.74)
equivalents (A + B + C)
Cash and cash equivalents at the beginning 56.84 118.42 118.42 46.23 46.97
of the six months period/ year
Cash and cash equivalents at the end of 121.48 42.71 56.84 118.42 46.23
the six months period/ year
Components of cash and cash equivalents
Cash on hand 0.54 1.16 0.95 1.12 0.93
Balances with banks
- on current accounts 48.74 41.55 55.89 117.30 45.30
- on cash credit accounts (surplus) 72.20 - - - -
Total cash and cash equivalents 121.48 42.71 56.84 118.42 46.23

62
 GENERAL INFORMATION

Our Company was originally incorporated as ‘Indigo Paints Private Limited’ at Pune, Maharashtra as a private limited
company under the Companies Act, 1956, pursuant to the certificate of incorporation dated March 28, 2000 issued by the
Registrar of Companies, Maharashtra at Pune. Subsequently, our Company was converted into a public limited company
and consequently the name of our Company was changed to ‘Indigo Paints Limited’ and a fresh certificate of incorporation
dated August 20, 2020 was issued by the Registrar of Companies.

For details in relation to the change in the registered office of our Company, see “History and Certain Corporate Matters”
beginning on page 178.

Registered and Corporate Office of our Company

Indigo Tower
Street-5, Pallod Farm-2
Baner Road
Pune 411 045
Maharashtra, India
Corporate Identity Number: U24114PN2000PLC014669
Company Registration Number: 014669

Address of the Registrar of Companies

Our Company is registered with the Registrar of Companies, situated at the following address:
The Registrar of Companies, Maharashtra at Pune
PCNTDA Green Building
Block A, 1st & 2nd Floor
Near Akurdi Railway Station, Akurdi
Pune 411 044
Maharashtra, India

Board of Directors of our Company

Details regarding our Board as on the date of this Red Herring Prospectus are set forth below:

Name Designation DIN Address

Hemant Jalan Managing Director 00080942 6, Paradise, Baner Road, Pune 411 045,
and Chairman Maharashtra
Anita Jalan Executive Director 00085411 6, Paradise, Baner Road, Pune 411 045,
Maharashtra
Praveen Kumar Tripathi Independent 03154381 Row House 5, Gokul Concorde, Off Western
Director Express Highway, Near Sai Dham Temple, Thakur
Village, Mumbai 400 101, Maharashtra
Sunil Goyal Independent 00503570 731, Akshay Giri, Kunj – III, Paliram Road, Near
Director BMC Office, Andheri West, Mumbai 400 058,
Maharashtra
Narayanan Kutty Executive Director 00296465 45/2275E, Prestige Neptune’s Courtyard, Marine
Kottiedath Venugopal Drive, Shanmugham Road, Ernakulam 682 031,
Kerala
Sakshi Chopra Nominee Director 07129633 4A, Harmony, Dr. E. Moses Road, Worli Naka,
Mumbai 400 018, Maharashtra
Ravi Nigam Independent 00024577 46, Vascon Paradise, Baner Road, Pune 411 045,
Director Maharashtra
Ravi Shankar Ganapathy Alternate Director 02604007 Villa Gw09, 77 East, 77 Town Centre Yemlur Main
Agraharam Venkataraman to Sakshi Chopra Road, Marathahalli Colony, Bengaluru 560 037,
Karnataka
Nupur Garg Independent 03414074 115 Siddhartha Enclave, Jungpura, New Delhi 110
Director 014, Delhi

For further details of the Directors, see “Our Management” beginning on page 183.

Filing

A copy of the Draft Red Herring Prospectus has been filed electronically on the SEBI’s online portal and emailed at
cfddil@[Link].
63
A copy of this Red Herring Prospectus, along with the documents required to be filed under Section 32 of the Companies
Act, 2013 would be delivered for filing with the Registrar of Companies and a copy of the Prospectus to be filed under
Section 26 of the Companies Act, 2013 would be delivered for filing with the Registrar of Companies at its office located
at the Registrar of Companies, PCNTDA Green Building, Block A, 1st & 2nd Floor, Near Akurdi Railway Station, Akurdi,
Pune 411 044, Maharashtra, India.

Company Secretary and Compliance Officer

Sujoy Bose is our Company Secretary and Compliance Officer. His contact details are set forth below:

Sujoy Bose
Company Secretary and Compliance Officer
Indigo Tower
Street-5, Pallod Farm-2
Baner Road
Pune 411 045
Maharashtra, India
Tel: +91 20 6681 4300
E-mail: secretarial@[Link]

Book Running Lead Managers

Kotak Mahindra Capital Company Limited Edelweiss Financial Services Limited

1st Floor, 27 BKC 14th Floor, Edelweiss House
Plot No. 27, ‘G’ Block Off C.S.T. Road, Kalina
Bandra Kurla Complex, Bandra (East) Mumbai 400 098
Mumbai 400 051 Maharashtra, India
Maharashtra, India Tel: +91 22 4009 4400
Tel: +91 22 4336 0000 E-mail: [Link]@[Link]
E-mail: [Link]@[Link] Investor Grievance E-mail:
Investor Grievance E-mail: kmccredressal@[Link] [Link]@[Link]
Website: [Link] Website: [Link]
Contact Person: Ganesh Rane Contact Person: Nikhil Joshi
SEBI Registration No.: INM000008704 SEBI Registration No.: INM0000010650

ICICI Securities Limited

ICICI Centre, H.T. Parekh Marg
Churchgate
Mumbai 400 020
Maharashtra, India
Tel: +91 22 2288 2460
E-mail: [Link]@[Link]
Investor Grievance E-mail: customercare@[Link]
Website: [Link]
Contact Person: Shekhar Asnani/ Rishi Tiwari
SEBI Registration No.: INM000011179

Legal Advisors to the Offer

Legal Counsel to our Company as to Indian Law

Cyril Amarchand Mangaldas

5th Floor, Peninsula Chambers
Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel
Mumbai 400 013
Maharashtra, India
Tel: +91 22 2496 4455

Legal Counsel to the Book Running Lead Managers as to Indian Law

Shardul Amarchand Mangaldas & Co

24th Floor, Express Towers
64
Nariman Point
Mumbai 400 021
Maharashtra, India
Tel: +91 22 4933 5555

International Legal Counsel to the Book Running Lead Managers

Squire Patton Boggs (MEA) LLP

Dubai International Financial Centre (DIFC)
Burj Daman Office Tower, Level 10
P.O. Box 111 713, Dubai
United Arab Emirates
Tel: +971 4447 8700

Legal Counsel to the Investor Selling Shareholders as to Indian Law

Khaitan & Co
Embassy Quest
3rd Floor
45/1 Magrath Road
Bengaluru 560 025
Karnataka, India
Tel: +91 80 4339 7000

Registrar to the Offer

Link Intime India Private Limited

C-101, 247 Park
L B S Marg, Vikhroli (West)
Mumbai 400 083
Maharashtra, India
Tel: +91 22 4918 6200
E-mail: [Link]@[Link]
Investor grievance E-mail: [Link]@[Link]
Website: [Link]
Contact Person: Shanti Gopalkrishnan
SEBI Registration number: INR000004058

Statutory Auditors to our Company

S R B C & CO LLP
101, Ground Floor
C wing, Panchshil Tech park
Yerwada
Pune 411016
Tel: +91 22 49126000
E-mail: [Link]@[Link]
Peer Review number: 012054
Firm Registration number: 324982E/E300003

Changes in Auditors

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

Banker to the Offer

Escrow Collection Bank, Refund Bank, Public Offer Bank and Sponsor Bank

ICICI Bank Limited

Capital Markets Division, 1st Floor
122, Mistry Bhavan, Dinshaw Vachha Road
Backbay Reclamation, Churchgate
Mumbai 400 020
Maharashtra, India

65
Tel: +91 22 6681 8911/23/24
E-mail: [Link]@[Link]
Website: [Link]

Contact Person: Saurabh Kumar

SEBI Registration No.: INBI00000004

Banker to our Company

HDFC Bank Limited

5th Floor, Data Processing Center
Bundgarden Road
Pune 411 001
Maharashtra, India
Tel: 020 67694663
E-mail: Akhil.jain1@[Link]
Website: [Link]
Contact Person: Akhil Jain

Syndicate Members

Kotak Securities Limited

4th Floor, 12BKC
G Block, Bandra Kurla Complex
Bandra (East), Mumbai 400 051
Maharashtra, India
Tel: +91 22 6218 5470
E-mail: [Link]@[Link]
Website: [Link]
Contact Person: Umesh Gupta
SEBI Registration No.: INZ000200137

Edelweiss Broking Limited

2nd Floor, Office no. 201 to 203
Zodiac Plaza, Xavier College Road
Off C. G. Road
Ahmedabad 380 009
Gujarat, India
Tel: +91 22 4063 5569 / +91 22 4063 5411
E-mail: [Link]@[Link]
Website: [Link]
Contact Person: Amit Dalvi
SEBI Registration No.: INZ000005231

Inter-se Allocation of Responsibilities among the Book Running Lead Managers

The following table sets forth the inter-se allocation of responsibilities for various activities among the Book Running
Lead Managers:

Sr. Activity Responsibility Co-ordinator

No
1. Capital structuring, due diligence of the Company including its BRLMs Kotak
operations/management/business plans/legal etc. Drafting and design of
the Draft Red Herring Prospectus, Red Herring Prospectus, Prospectus,
abridged prospectus and application form. The BRLMs shall ensure
compliance with stipulated requirements and completion of prescribed
formalities with the Stock Exchanges, RoC and SEBI including
finalisation of Prospectus and RoC filing
2. Drafting and approval of all statutory advertisement BRLMs Kotak
3. Drafting and approval of all publicity material other than statutory BRLMs Edelweiss
advertisement as mentioned above including corporate advertising,
brochure, etc. and filing of media compliance report
4. Appointment of intermediaries - Registrar to the Offer, advertising BRLMs Edelweiss
agency, Banker(s) to the Offer, Sponsor Bank, printer and other
66
 Sr. Activity Responsibility Co-ordinator
No
intermediaries, including coordination of all agreements to be entered
into with such intermediaries
5. Preparation of road show presentation BRLMs ICICI Securities
6. Preparation of frequently asked questions BRLMs Edelweiss
7. International institutional marketing of the Offer, which will cover, inter BRLMs ICICI Securities
alia:
• marketing strategy;
• Finalizing the list and division of investors for one-to-one meetings;
and
• Finalizing road show and investor meeting schedule
8. Domestic institutional marketing of the Offer, which will cover, inter BRLMs Kotak
alia:
• marketing strategy;
• Finalizing the list and division of investors for one-to-one meetings;
and
• Finalizing road show and investor meeting schedule
9. Non-institutional and retail marketing of the Offer, which will cover, BRLMs Edelweiss
inter alia,
• Finalising media, marketing and public relations strategy including
list of frequently asked questions at retail road shows;
• Finalising centres for holding conferences for brokers, etc.;
• Follow-up on distribution of publicity and Offer material including
application form, the Prospectus and deciding on the quantum of the
Offer material; and
• Finalising collection centres
10. Coordination with Stock Exchanges for book building software, bidding BRLMs ICICI Securities
terminals, mock trading, payment of 1% security deposit, anchor
coordination, anchor CAN and intimation of anchor allocation
11. Managing the book and finalization of pricing in consultation with the BRLMs ICICI Securities
Company
12. Post-Offer activities, which shall involve essential follow-up with BRLMs ICICI Securities
Bankers to the Offer and SCSBs to get quick estimates of collection and
advising Company about the closure of the Offer, based on correct
figures, finalisation of the basis of allotment or weeding out of multiple
applications, listing of instruments, dispatch of certificates or demat
credit and refunds, payment of STT on behalf of the Selling Shareholders
and coordination with various agencies connected with the post-Offer
activity such as Registrar to the Offer, Bankers to the Offer, Sponsor
Bank, SCSBs including responsibility for underwriting arrangements, as
applicable.
Coordinating with Stock Exchanges and SEBI for submission of all post-
Offer reports including the initial and final post-Offer report to SEBI,
release of 1% security deposit post closure of the Offer

IPO Grading

No credit rating agency registered with SEBI has been appointed for grading the Offer.

Monitoring Agency

Our Company has appointed ICICI Bank Limited as the Monitoring Agency in accordance with Regulation 41 of SEBI
ICDR Regulations.

ICICI Bank Limited

Capital Markets Division, 1st Floor
122, Mistry Bhavan, Dinshaw Vachha Road
Backbay Reclamation, Churchgate
Mumbai 400 020
Maharashtra, India
67
Tel: +91 22 6681 8911/23/24
E-mail: [Link]@[Link]
Website: [Link]
Contact Person: Saurabh Kumar
SEBI Registration No.: INBI00000004

Appraising Entity

None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.

Credit Rating

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

Trustees

As this is an Offer of Equity Shares, the appointment of trustees is not required.

Designated Intermediaries

Self-Certified Syndicate Banks

The list of SCSBs notified by SEBI for the ASBA process is available at
[Link] or at such other website as may be prescribed
by SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder (other than a RIB using
the UPI Mechanism), not bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may
submit the Bid cum Application Forms, is available at
[Link] or at such other websites as
may be prescribed by SEBI from time to time.

SCSBs and mobile applications enabled for UPI Mechanism

In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Retail Individual Investors Bidding using the UPI Mechanism
may apply through the SCSBs and mobile applications whose names appears on the website of the SEBI
([Link] and
([Link] respectively, as updated
from time to time.

Syndicate SCSB Branches

In relation to Bids (other than Bids by Anchor Investor) submitted to a member of the Syndicate, the list of branches of
the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms
from the members of the Syndicate is available on the website of the SEBI
([Link] and updated from time to
time. For more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified
Locations, see the website of the SEBI at
[Link] as updated from time to time.

Registered Brokers

Bidders can submit ASBA Forms in the Offer using the stock broker network of the stock exchange, i.e. through the
Registered Brokers at the Broker Centres. The list of the Registered Brokers, including details such as postal address,
telephone number and e-mail address, is provided on the websites of the Stock Exchanges at [Link]
and [Link] as updated from time to time.

Registrar and Share Transfer Agents

The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
[Link] and
[Link] respectively, as updated from time to
time.

Collecting Depository Participants

68
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name
and contact details, is provided on the websites of the Stock Exchanges at
[Link] and
[Link] respectively, as updated from time to
time.

Expert to the Offer

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

Our Company has received written consent dated January 11 , 2021 from S R B C & CO LLP, Chartered Accountants, to
include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in
this Red Herring Prospectus and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent
and in their capacity as our Statutory Auditors, and in respect of their (i) examination report, dated November 5, 2020 on
our Restated Financial Statements; and (ii) their report dated November 8, 2020 on the statement of possible special tax
benefits in this Red Herring Prospectus and such consent has not been withdrawn as on the date of this Red Herring
Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities
Act.

Our Company has received written consent dated November 6, 2020, from the independent chartered engineer, namely
Philip Kuriakose (registration number: M122505-1), to include his name in this Red Herring Prospectus and as an “expert”
as defined under Section 2(38) of the Companies Act, 2013, to the extent and in his capacity as a chartered engineer, in
relation to his two certificates each dated November 6, 2020 certifying the capacity utilisation of the manufacturing facility
at Kochi, Kerala, for liquid paints (comprising emulsion paints, primers and other products, as applicable) and the capacity
utilisation of the manufacturing facility at Pudukkottai, Tamil Nadu, for liquid paints (comprising enamels, primers, wood
coatings and others, as applicable) and such consent has not been withdrawn as on the date of this Red Herring Prospectus.

Our Company has received written consent dated November 6, 2020, from the independent chartered engineer, namely
Satendra Singh Yadav (registration number: M-1548217), to include his name in this Red Herring Prospectus and as an
“expert” as defined under Section 2(38) of the Companies Act, 2013, to the extent and in his capacity as a chartered
engineer, in relation to his certificate dated November 6, 2020 certifying the capacity utilisation of the manufacturing
facilities at Jodhpur, Rajasthan, for liquid paints (comprising emulsion paints, distempers and primers) and powder paints
and such consent has not been withdrawn as on the date of this Red Herring Prospectus.

Our Company has received written consent dated November 9, 2020 from an independent architect, namely, A.
Lokhandwalla (membership no. CA/78/4430) and an independent certified engineer, namely, Satish Patankar (registration
no. M1Z6575-4) to include their name in this Red Herring Prospectus and as an “expert” as defined under Section 2(38)
of the Companies Act, 2013, to the extent and in their capacity as an architect and as a certified engineer, respectively, in
relation to the certificate dated November 9, 2020 issued by them, for and on behalf of EVL Consultants LLP, a project
consultancy firm, certifying, among others, the capacity of the plant to be installed, proposed schedule of implementation,
details of civil works, in relation to the proposed expansion of the existing manufacturing facility at Pudukkottai, Tamil
Nadu, and such consent has not been withdrawn as on the date of this Red Herring Prospectus.

Book Building Process

Book building, in the context of the Offer, refers to the process of collection of Bids from bidders on the basis of this Red
Herring Prospectus and the Bid Cum Application Forms and the Revision Forms within the Price Band and Employee
Discount, which will be decided by our Company and the Selling Shareholders in consultation with the Book Running
Lead Managers, and which will be included in this Red Herring Prospectus or will be advertised in all editions of English
national daily newspaper, Financial Express, all editions of Hindi national daily newspaper, Jansatta and Pune edition of
the Marathi daily newspaper Prabhat (Marathi being the regional language of Maharashtra, where our Registered and
Corporate Office is located), at least two Working Days prior to the Bid/Offer Opening Date and shall be made available
to the Stock Exchanges for the purpose of uploading on their respective websites. The Offer Price shall be determined by
our Company and the Selling Shareholders in consultation with the Book Running Lead Managers after the Bid/Offer
Closing Date. For details, see “Offer Procedure” beginning on page 339.

All Bidders (other than Anchor Investors) shall participate in this Offer mandatorily through the ASBA process
by providing the details of their respective bank accounts in which the corresponding Bid Amount will be blocked
by the SCSBs. In addition to this, the RIBs may participate through the ASBA process by either (a) providing the
details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs;
or (b) through the UPI Mechanism. Anchor Investors are not permitted to participate in the Offer through the
ASBA process.

In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw their
Bid(s) or lower the size of their Bid(s) (in terms of the number of Equity Shares or the Bid Amount) at any stage.
69
RIBs and Eligible Employees Bidding in the Employee Reservation Portion can revise their Bid(s) during the Bid/
Offer Period and withdraw their Bid(s) until Bid/ Offer Closing Date. Anchor Investors are not allowed to
withdraw their Bids after the Anchor Investor Bidding Date. Except for Allocation to RIBs and the Anchor
Investors, Allocation in the Offer will be on a proportionate basis. Further, allocation to Anchor Investors will be
on a discretionary basis.

For further details, see “Terms of the Offer” “Offer Structure” and “Offer Procedure” on pages 331, 336 and 339,
respectively.

The process of Book Building under the SEBI ICDR Regulations and the Bidding Process are subject to change
from time to time and the investors are advised to make their own judgment about investment through this process
prior to submitting a Bid in the Offer.

Underwriting Agreement

After the determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the Prospectus with
the RoC, our Company and the Selling Shareholders intend to enter into an Underwriting Agreement with the
Underwriters for the Equity Shares proposed to be offered through the Offer. The Underwriting Agreement is dated [●].
Pursuant to the terms of the Underwriting Agreement, the obligations of each of the Underwriters will be several and will
be subject to certain conditions specified therein.

The Underwriters have indicated their intention to underwrite the following number of Equity Shares:

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

Name, address, telephone number and e- Indicative Number of Equity Amount Underwritten
mail address of the Underwriters Shares to be Underwritten (in ₹ million)
[●] [●] [●]
[●] [●] [●]
[●] [●] [●]
[●] [●] [●]

The aforementioned underwriting commitments are indicative and will be finalised after pricing of the Offer and actual
allocation in accordance with provisions of the SEBI ICDR Regulations.

In the opinion of our Board of Directors (based on representations made to our Company by the Underwriters), the
resources of the aforementioned Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full. The aforementioned Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or
registered as brokers with the Stock Exchanges. Our Board of Directors/IPO Committee, at its meeting held on [●],
approved the acceptance and entering into the Underwriting Agreement mentioned above on behalf of our Company.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set forth in
the table above.

Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to the
Equity Shares allocated to investors respectively procured by them in accordance with the Underwriting Agreement. In
the event of any default in payment, the respective Underwriter, in addition to other obligations defined in the
Underwriting Agreement, will also be required to procure purchasers for or purchase the Equity Shares to the extent of
the defaulted amount in accordance with the Underwriting Agreement. The Underwriting Agreement has not been
executed as on the date of this Red Herring Prospectus and will be executed after determination of the Offer Price and
allocation of Equity Shares, but prior to the filing of the Prospectus with the RoC. The extent of underwriting obligations
and the Bids to be underwritten in the Offer shall be as per the Underwriting Agreement.

70
 CAPITAL STRUCTURE

The share capital of our Company as at the date of this Red Herring Prospectus is set forth below:
(in ₹, except share data)
Aggregate value at face Aggregate value at
value Offer Price
A AUTHORISED SHARE CAPITAL(1)
70,000,000 Equity Shares (having face value of ₹ 10 each) 700,000,000

B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER

45,555,575 Equity Shares (having face value of ₹ 10 each) 455,555,750 [●]

C PRESENT OFFER IN TERMS OF THIS RED HERRING PROSPECTUS

Offer of up to [●] Equity Shares(2)(3) [●] [●]
of which
Fresh Issue of up to [●] Equity Shares(2) [●] 3,000 million
Offer for Sale of up to 5,840,000 Equity Shares(3) 58,400,000 [●]
Which includes:
Employee Reservation Portion of up to 70,000(4)(5) Equity Shares 700,000 [●]
aggregating up to ₹ [●] million
Net Offer of up to [●] Equity Shares [●] [●]

D ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER

[●] Equity Shares (having face value of ₹ 10 each) [●] [●]

E SECURITIES PREMIUM ACCOUNT

Before the Offer 1,050.68 million
After the Offer [●] million
(1) For details in relation to the changes in the authorised share capital of our Company, see “History and Certain Corporate Matters –
Amendments to our Memorandum of Association” on pages 178-179.
(2) The Fresh Issue has been authorised by a resolution of our Board of Directors at their meeting held on September 29, 2020, and a special
resolution passed by our shareholders at their meeting held on October 7, 2020. Each of the Selling Shareholders have confirmed and
authorised their respective participation in the Offer for Sale. For further details, see “Other Regulatory and Statutory Disclosures” on
page 314.
(3) The Equity Shares being offered by each of the Selling Shareholders have been held by such Selling Shareholder for a period of at least one
year prior to the date of filing of the Draft Red Herring Prospectus in accordance with the SEBI ICDR Regulations and accordingly, are
eligible for the Offer in accordance with the provisions of the SEBI ICDR Regulations. For details of authorisations for the Offer for Sale,
see “Other Regulatory and Statutory Disclosures” on page 314.
(4) Eligible Employees bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount does not exceed ₹ 500,000 (net
of Employee Discount). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹
200,000 (net of Employee Discount). Only in the event of an under-subscription in the Employee Reservation Portion post the initial
Allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation
Portion, for a value in excess of ₹ 200,000 (net of Employee Discount), subject to the total Allotment to an Eligible Employee not exceeding
₹ 500,000 (net of Employee Discount).
(5) Our Company and the Selling Shareholders in consultation with the BRLMs, may offer an Employee Discount of up to 10% to the Offer
Price (equivalent of ₹ [●] per Equity Share), which shall be announced at least two Working Days prior to the Bid/Offer Opening Date.

Notes to the Capital Structure

I. Equity Share capital history of our Company

(a) The history of the Equity Share capital of our Company is set forth below:

Date of Number of Face value Issue price Nature of Nature of Cumulative Cumulative
allotment of Equity per Equity per Equity allotment consideratio number of paid-up
Equity Shares# Shares Share (in ₹) Share (in ₹) n Equity Equity
allotted Shares Share
capital
March 28, 2000 300 10 10 Initial Cash 300 3000
subscription
to the
Memorandu
m of
Association(1
)

May 1, 2000 100 10 10 Further Cash 400 4000

issue(2)
March 20, 2002 51,600 10 10 Further Cash 52,000 520,000
issue(3)

71
 Date of Number of Face value Issue price Nature of Nature of Cumulative Cumulative
allotment of Equity per Equity per Equity allotment consideratio number of paid-up
Equity Shares# Shares Share (in ₹) Share (in ₹) n Equity Equity
allotted Shares Share
capital
March 31, 2003 18,000 10 10 Further Cash 70,000 700,000
issue(4)
March 31, 2005 27,500 10 10 Further Cash 97,500 975,000
issue(5)
March 31, 2006 47,500 10 10 Further Cash 145,000 1,450,000
issue(6)
March 31, 2007 234,800 10 10 Further Cash 379,800 3,798,000
issue(7)
March 31, 2008 10,000 10 10 Further Cash 389,800 3,898,000
issue(8)
March 31, 2010 50,000 10 10 Further Cash 439,800 4,398,000
issue(9)
March 23, 2017 28,147,200 10 - Bonus - 28,587,000 285,870,000
issue(10)
May 14, 2018 255,125 10 66.15 Allotment Cash 28,842,125 288,421,250
pursuant to
ESOS
2014(11)
3,250 10 106.15 Allotment Cash 28,845,375 288,453,750
pursuant to
ESOS
2014(12)
April 29, 2019 9,750 10 66.15 Allotment Cash 28,855,125 288,551,250
pursuant to
ESOS
2014(13)
160,550 10 106.15 Allotment Cash 29,015,675 290,156,750
pursuant to
ESOS
2014(14)
October 26, 2020 3,250 10 Pursuant to re-classification of Class A1 29,018,925 290,189,250
Equity Shares to ordinary Equity Shares (15)
October 26, 2020 3,250 10 Pursuant to re-classification of Class A2 29,022,175 290,221,750
Equity Shares to ordinary Equity Shares (16)
December 22, 69,904 10 - Pursuant to - 29,092,079 290,920,790
2020 conversion
of Series A1
CCCPS to
Equity
Shares(17)
46,586 10 - Pursuant to - 29,138,665 291,238,650
conversion
of Series A2
CCCPS to
Equity
Shares(18)
130,865 10 - Pursuant to - 29,269,530 292,695,300
conversion
of Series B
CCCPS to
Equity
Shares(19)
15,830,720 10 - Pursuant to - 45,100,250 451,002,500
conversion
of Series C
CCCPS to
Equity
Shares(20)
January 5, 2021 186,875 10 66.15 Allotment Cash 45,287,125 452,871,250
pursuant to
ESOS
2014(21)
268,450 10 106.15 Allotment Cash 45,555,575 455,555,750
pursuant to

72
 Date of Number of Face value Issue price Nature of Nature of Cumulative Cumulative
allotment of Equity per Equity per Equity allotment consideratio number of paid-up
Equity Shares# Shares Share (in ₹) Share (in ₹) n Equity Equity
allotted Shares Share
capital
ESOS
2014(22)
(1) Allotment of 100 Equity Shares each to Hemant Jalan, Kamala Prasad Jalan and Anita Jalan pursuant to subscription to the
Memorandum of Association.
(2) Allotment of 100 Equity Shares to Halogen Chemicals.
(3) Allotment of 31,600 Equity Shares to Anita Jalan and 20,000 Equity Shares to Halogen Chemicals.
(4) Allotment of 4,000 Equity Shares to Hemant Jalan and 14,000 Equity Shares to Halogen Chemicals.
(5) Allotment of 5,000 Equity Shares to Hemant Jalan and 22,500 Equity Shares to Anita Jalan.
(6) Allotment of 5,100 Equity Shares to Hemant Jalan, 5,200 Equity Shares to Anita Jalan, 37,100 Equity Shares to Halogen Chemicals
and 100 Equity Shares to Jagdamba Chemicals Private Limited.
(7) Allotment of 50,000 Equity Shares to Hemant Jalan, 27,000 Equity Shares to Kamala Prasad Jalan, 22 Equity Shares to Anita Jalan,
5,078 Equity Shares to Halogen Chemicals, 127,700 Equity Shares to Tara Devi Jalan and 25,000 Equity Shares to Parag Jalan.
(8) Allotment of 5,000 Equity Shares to Hemant Jalan and 5,000 Equity Shares to Anita Jalan.
(9) Allotment of 30,000 Equity Shares to Hemant Jalan and 20,000 Equity Shares to Anita Jalan.
(10) Bonus issue of 10,080,000 Equity Shares to Hemant Jalan, 1,632,000 Equity Shares to Kamala Prasad Jalan, 6,880,000 Equity
Shares to Anita Jalan, 4,881,792 Equity Shares to Halogen Chemicals, 1,600,000 Equity Shares to Parag Jalan, 1,861,952 Equity
Shares to Tara Devi Jalan, 746,176 Equity Shares to Sequoia IV and 465,280 Equity Shares to SCII V, in the ratio of 64:1.
(11) Allotment of 19,500 Equity Shares to Manoj Ramakrishnan, 6,500 Equity Shares to Pradeep Mukalethu Gopipillai, 13,000 Equity
Shares to Mahesh Jha, 6,500 Equity Shares to Kanchan Das, 9,750 Equity Shares to Suman Maji, 9,750 Equity Shares to Tarun
Chakraborty, 16,250 Equity Shares to Anil Kumar Srivastava, 8,125 Equity Shares to Som P. Pathak, 16,250 Equity Shares to D.
Ramakrishna, 13,000 Equity Shares to Anumita Verma (legal heir to Ratan Verma), 6,500 Equity Shares to Ashok Samal, 3,250
Equity Shares to Surinder Kumar Sharma, 13,000 Equity Shares to Satya Narayan Shukla, 9,750 Equity Shares to Pavan Sharma,
6,500 Equity Shares to Ankit Methi, 6,500 Equity Shares to Sunil Yadav, 32,500 Equity Shares to Chandra Mauli Rai, 19,500 Equity
Shares to Paresh Nath Samanta, 13,000 Equity Shares to Chetan Humane, 13,000 Equity Shares to Swapnil Singasane, 6,500 Equity
Shares to Milind Sarak and 6,500 Equity Shares to Onkarnath Jha.
(12) Allotment of 3,250 Equity Shares to Anumita Verma (legal heir to Ratan Verma).
(13) Allotment of 6,500 Equity Shares to Manoj Ramakrishnan and 3,250 Equity Shares to Anil Kumar Srivastava.
(14) Allotment of 6,500 Equity Shares to Thundiyil Surendra Suresh Babu, 9,750 Equity Shares to Varghese Idicula, 74,750 Equity Shares
to Narayanan Kutty Kottiedath Venugopal, 9,750 Equity Shares to Satish Paul, 4,875 Equity Shares to Sreenath V. K., 6,500 Equity
Shares to Haridass Sridhar, 3,250 Equity Shares to Honey Babu Kattakkayam, 6,500 Equity Shares to Poteth Bhaskar Surendranadh,
4,875 Equity Shares to Raja B., 8,125 Equity Shares to Subhashis Kumar Dutta, 8,125 Equity Shares to Tadicherla Vinod Kumar,
2,275 Equity Shares to Vinu Thomas Varghese, 4,875 Equity Shares to Sanjiv Nair M., 4,875 Equity Shares to Mallikarjunarao B.,
1,625 Equity Shares to Sushil Kumar Yadav, 1,950 Equity Shares to T. Sagar and 1,950 Equity Shares to Ravinder Kumar Tiwari.
(15) Pursuant to re-classification of 3,250 Class A1 Equity Shares to 3,250 ordinary Equity Shares in the authorised share capital of our
Company on October 26, 2020, the 3,250 Class A1 Equity Shares held by Sequoia IV were re-classified to 3,250 ordinary Equity
Shares.
(16) Pursuant to re-classification of 3,250 Class A2 Equity Shares to 3,250 ordinary Equity Shares in the authorised share capital of our
Company on October 26, 2020, the 3,250 Class A1 Equity Shares held by Sequoia IV were re-classified to 3,250 ordinary Equity
Shares.
(17) Allotment of 69,904 Equity Shares to Sequoia IV pursuant to conversion of 69,904 Series A1 CCCPS held by Sequoia IV.
(18) Allotment of 46,586 Equity Shares to Sequoia IV pursuant to conversion of 46,586 Series A2 CCCPS held by Sequoia IV.
(19) Allotment of 130,865 Equity Shares to SCII V pursuant to conversion of 130,865 Series B CCCPS held by SCII V.
(20) Allotment of 7,455,360 Equity Shares to Sequoia IV and 8,375,360 Equity Shares to SCII V pursuant to conversion of 7,455,360
Series C CCCPS held by Sequoia IV and 8,375,360 Series C CCCPS held by SCII V, respectively.
(21) Allotment of 13,000 Equity Shares to Manoj Ramakrishnan, 13,000 Equity Shares to Pradeep Mukalethu Gopipillai, 13,000 Equity
Shares to Mahesh Jha, 19,500 Equity Shares to Kanchan Das, 9,750 Equity Shares to Tarun Chakraborty, 8,125 Equity Shares to
Som P. Pathak, 13,000 Equity Shares to Mukesh Tripathi, 4,875 Equity Shares to Ashok Samal, 4,875 Equity Shares to Surinder
Kumar Sharma, 19,500 Equity Shares to Satya Narayan Shukla, 22,750 Equity Shares to Pavan Sharma, 6,500 Equity Shares to
Ankit Methi, 6,500 Equity Shares to Sunil Yadav, 19,500 Equity Shares to Chetan Humane, 6,500 Equity Shares to Milind Sarak,
and 6,500 Equity Shares to Onkarnath Jha.
(22) Allotment of 6,500 Equity Shares to Suman Maji, 1,625 Equity Shares to Ashok Samal, 13,000 Equity Shares to Aditya Gupta, 13,000
Equity Shares to Rajneesh Saxena, 13,000 Equity Shares to Abhay Mandavgode, 19,500 Equity Shares to Thundiyil Surendra Suresh
Babu, 22,750 Equity Shares to Varghese Idicula, 13,000 Equity Shares to Vinay Menon, 120,250 Equity Shares to Narayanan Kutty
Kottiedath Venugopal, 4,875 Equity Shares to Sreenath V. K., 3,250 Equity Shares to Haridass Sridhar, 9,750 Equity Shares to Shinu
Varghese, 3,250 Equity Shares to Honey Babu Kattakkayam, 3,250 Equity Shares to B. Raja, 4,875 Equity Shares to Sajoy Bose,
2,600 Equity Shares to Vinu Thomas Varghese, 4,875 Equity Shares to Shital Arora, 3,250 Equity Shares to Sushil Kumar Yadav,
3,900 Equity Shares to Sujeet Kumar, and 1,950 Equity Shares to Anshad A A.
Records of form filings with the Registrar of Companies in relation to the allotments made by our Company from the date of
incorporation till March 31, 2008 are not traceable. For further details, see “Risk Factors – Some of our corporate records are not
traceable”on page 41.

(b) The history of Class A1 Equity Share capital of our Company is set forth below:

Date of Number of Face value Issue price Nature of Nature of Cumulativ Cumulative
allotment of Class A1 per Class A1 per Class A1 allotment consideration e number paid-up
Class A1 Equity Equity Equity of Class A1 Class A1
Equity Shares Share (in ₹) Share (in ₹) Equity Equity
Shares allotted Shares Share
capital
August 19, 50 10 4,288.53 Rights Cash 50 500
2014 issue(1)
73
 Date of Number of Face value Issue price Nature of Nature of Cumulativ Cumulative
allotment of Class A1 per Class A1 per Class A1 allotment consideration e number paid-up
Class A1 Equity Equity Equity of Class A1 Class A1
Equity Shares Share (in ₹) Share (in ₹) Equity Equity
Shares allotted Shares Share
capital
March 23, 3,200 10 - Bonus issue(2) - 3,250 32,500
2017
October 26, (3,250) 10 Pursuant to re-classification of Class A1 - -
2020 Equity Shares to ordinary Equity Shares (3)
(1) Allotment of 50 Class A1 Equity Shares to Sequoia IV. In terms of the rights issue offer letter dated August 2, 2014, for one Equity
Share held, the Shareholders were entitled to 0.0001 Class A1 Equity Shares. The Promoters elected not to subscribe to their respective
right entitlement in respect of the Class A1 Equity Shares nor did they renounce their respective right entitlement in favour of any
other person/entity.
(2) Bonus issue of 3,200 Class A1 Equity Shares to Sequoia IV, in the ratio of 64:1.
(3) Pursuant to re-classification of 3,250 Class A1 Equity Shares to 3,250 ordinary Equity Shares in the authorised share capital of our
Company on October 26, 2020, the 3,250 Class A1 Equity Shares held by Sequoia IV were re-classified to 3,250 ordinary Equity
Shares. For further details in relation to the Class A1 Equity Shares, see “History and Certain Corporate Matters” beginning on page
178.

(c) The history of Class A2 Equity Share capital of our Company is set forth below:

Date of Number of Face value Issue price Nature of Nature of Cumulativ Cumulative
allotment of Class A2 per Class A2 per Class A2 allotment consideration e number paid-up
Class A2 Equity Equity Equity of Class A2 Class A2
Equity Shares Share (in ₹) Share (in ₹) Equity Equity
Shares allotted Shares Share
capital
August 7, 50 10 4,288.53 Preferential Cash 50 500
2015 allotment(1)
March 23, 3,200 10 - Bonus issue(2) - 3,250 32,500
2017
October 26, (3,250) 10 Pursuant to re-classification of Class A2 - -
2020 Equity Shares to ordinary Equity Shares (3)
(1) Allotment of 50 Class A2 Equity Shares to Sequoia IV.
(2) Bonus issue of 3,200 Class A2 Equity Shares to Sequoia IV, in the ratio of 64:1.
(3) Pursuant to re-classification of 3,250 Class A2 Equity Shares to 3,250 ordinary Equity Shares in the authorised share capital of our
Company on October 26, 2020, the 3,250 Class A2 Equity Shares held by Sequoia IV were re-classified to 3,250 ordinary Equity
Shares. For further details in relation to the Class A2 Equity Shares, see “History and Certain Corporate Matters” beginning on page
178.

II. Preference Share capital history of our Company

The history of the Preference Share capital of our Company is set forth below:

Date of Number of Face value Issue price Nature of Nature of Cumulative Cumulative
allotment of Preference per per allotment consideratio number of paid-up
Preference Shares Preference Preference n Preference Preference
Shares allotted Share (in ₹) Share (in ₹) Shares Share
capital
Series A1 CCCPS
August 19, 69,904 100 4,288.53 Rights Cash 69,904 6,990,400
2014 issue(1)
December 22, (69,904) 100 - Conversion - - -
2020 to Equity
Shares(2)
Series A2 CCCPS
August 7, 46,586 100 4,288.53 Preferential Cash 46,586 4,658,600
2015 allotment (3)
December 22, (46,586) 100 - Conversion - - -
2020 to Equity
Shares(4)
Series B CCCPS
February 24, 130,865 100 6,877.29 Rights Cash 130,865 13,086,500
2016 issue(5)
December 22, (130,865) 100 - Conversion - - -
2020 to Equity
Shares(6)
Series C CCCPS
March 23, 15,830,720 10 - Bonus issue(7) - 15,830,720 158,307,200
2017
74
 Date of Number of Face value Issue price Nature of Nature of Cumulative Cumulative
allotment of Preference per per allotment consideratio number of paid-up
Preference Shares Preference Preference n Preference Preference
Shares allotted Share (in ₹) Share (in ₹) Shares Share
capital
December 22, (15,830,720) 10 - Conversion - - -
2020 to Equity
Shares(8)
(1) Allotment of 69,904 Series A1 CCCPS to Sequoia IV. In terms of the rights issue offer letter dated August 2, 2014, for one Equity Share
held, the Shareholders were entitled to 0.16 Series A1 CCCPS. The Promoters elected not to subscribe to their respective right
entitlement in respect of the Series A1 CCCPS nor did they renounce their respective right entitlement in favour of any other
person/entity.
(2) 69,904 Series A1 CCCPS held by Sequoia IV were converted to 69,904 Equity Shares pursuant to a resolution passed by our Board
and Shareholders at their meetings held on December 19, 2020 and December 22, 2020, respectively.
(3) Allotment of 46,586 Series A2 CCCPS to Sequoia IV.
(4) 46,586 Series A2 CCCPS held by Sequoia IV were converted to 46,586 Equity Shares pursuant to a resolution passed by our Board
and Shareholders at their meetings held on December 19, 2020 and December 22, 2020, respectively.
(5) Allotment of 130,865 Series B CCCPS to SCII V. In terms of the rights issue offer letter dated January 14, 2016, for one Equity Share
or one Class A1 Equity Share or one Class A2 Equity Share held, as applicable, the Shareholders were entitled to 0.30 Series B CCCPS.
The Promoters and Sequoia IV elected not to subscribe to their respective right entitlement in respect of the Series B CCCPS nor did
they renounce their respective right entitlement in favour of any other person/entity.
(6) 130,865 Series B CCCPS held by SCII V were converted to 130,865 Equity Shares pursuant to a resolution passed by our Board and
Shareholders at their meetings held on December 19, 2020 and December 22, 2020, respectively.
(7) Bonus issue of (i) 7,455,360 Series C CCCPS, in the ratio of 64:1, to Sequoia IV on 69,904 Series A1 CCCPS and 46,586 Series A2
CCCPS held by Sequoia IV; and (ii) 8,375,360 Series C CCCPS, in the ratio of 64:1 to SCII V on 130,865 Series B CCCPS held by
SCII V.
(8) 7,455,360 Series C CCCPS held by Sequoia IV and 8,375,360 Series C CCCPS held by SCII V were converted to 15,830,720 Equity
Shares pursuant to a resolution passed by our Board and Shareholders at their meetings held on December 19, 2020 and December
22, 2020, respectively.

1. Equity Shares issued for consideration other than cash or out of revaluation reserves

Except as disclosed below, our Company has not issued Equity Shares, Class A1 Equity Shares, Class A2 Equity
Shares, Series A1 CCCPS, Series A2 CCCPS, Series B CCCPS, or Series C CCCPS through bonus issue or for
consideration other than cash:

Date of Number of Face value Issue price per Reason for Benefits accrued
allotment securities per security (₹) allotment to our Company
allotted security (₹)

Equity Shares
March 23, 28,147,200 10 - Bonus issue(1) -
2017
Class A1 Equity Shares*
March 23, 3,200 10 - Bonus issue to -
2017 Sequoia IV, in the
ratio of 64:1
Class A2 Equity Shares*
March 23, 3,200 10 - Bonus issue to -
2017 Sequoia IV, in the
ratio of 64:1
Series C CCCPS
March 23, 15,830,720 10 - Bonus issue of -
2017 Series C CCCPS to
holders of Series
A1 CCCPS, Series
A2 CCCPS and
Series B CCCPS(2)
(1) Bonus issue of 10,080,000 Equity Shares to Hemant Jalan, 1,632,000 Equity Shares to Kamala Prasad Jalan, 6,880,000 Equity Shares
to Anita Jalan, 4,881,792 Equity Shares to Halogen Chemicals, 1,600,000 Equity Shares to Parag Jalan, 1,861,952 Equity Shares to
Tara Devi Jalan, 746,176 Equity Shares to Sequoia IV and 465,280 Equity Shares to SCII V, in the ratio of 64:1.
(2) Bonus issue of (i) 7,455,360 Series C CCCPS, in the ratio of 64:1, to Sequoia IV on 69,904 Series A1 CCCPS and 46,586 Series A2
CCCPS held by Sequoia IV; and (ii) 8,375,360 Series C CCCPS, in the ratio of 64:1 to SCII V on 130,865 Series B CCCPS held by
SCII V.

*
Pursuant to re-classification of Class A1 Equity Shares and Class A2 Equity Shares to ordinary Equity Shares in the authorised share
capital of our Company on October 26, 2020, 3,250 Class A1 Equity Shares and 3,250 Class A2 Equity Shares held by Sequoia IV were re-
classified to 6,500 ordinary Equity Shares. For further details in relation to the Class A1 Equity Shares and Class A2 Equity Shares, see
“History and Certain Corporate Matters” beginning on page 178.

2. Issue of Equity Shares under Sections 391 to 394 of the Companies Act, 1956 or Sections 230 to 234 of the
75
 Companies Act, 2013

Our Company has not allotted any Equity Shares pursuant to any scheme approved under Sections 391 to 394
of the Companies Act, 1956 or Sections 230 to 234 of the Companies Act, 2013.

3. Issue of Equity Shares under employee stock option schemes

For details of Equity Shares issued by our Company pursuant to the exercise of options which have been granted
under the ESOS 2014, see “- Equity Share capital history of our Company” on pages 71-73.

4. Equity Shares issued in the preceding one year below the Offer Price

Except for issuance of Equity Shares (i) upon conversion of Series A1 CCCPS, Series A2 CCCPS, Series B
CCCPS, and Series C CCCPS into Equity Shares; and (ii) on January 5, 2021 upon exercise of 455,325 options
vested under ESOS 2014, our Company has not issued Equity Shares at a price which may be lower than the
Offer Price during a period of one year preceding the date of this Red Herring Prospectus. For further details in
relation to (i) conversion of Series A1 CCCPS, Series A2 CCCPS, Series B CCCPS, and Series C CCCPS into
Equity Shares; and (ii) allotment of 455,325 Equity Shares pursuant to exercise of 455,325 options vested under
ESOS 2014, see “- Equity Share capital history of our Company” and “– Preference Share capital history of
our Company” on pages 71-73 and 74-75, respectively.

5. Shareholding Pattern of our Company

The table below presents the shareholding pattern of our Company as on the date of filing of this Red Herring
Prospectus:

76
 Categor Category of Number Number Number Number Total Shareholdin Number of Voting Rights held in each Number of Shareholding, Number of Number of Number of
y shareholde of of fully of Partly of number of g as a % of class of securities shares as a % Locked in Shares pledged equity
(I) r sharehol paid up paid-up shares shares held total number (IX) Underlying assuming full shares or otherwise shares held
(II) ders (III) equity equity underlyi (VII) of shares Outstanding conversion of (XII) encumbered in
shares shares ng =(IV)+(V)+ (calculated convertible convertible (XIII) demateriali
held held Deposit (VI) as per Number of Voting Rights Total securities securities ( as a Numb As a Numb As a % zed form
(IV) (V) ory SCRR, 1957) Class e.g.: Class Total as a % (including percentage of er (a) % of er (a) of total (XIV)
Receipts (VIII) As a Equity e.g.: of Warrants) diluted share total Shares
(VI) % of Shares Others (A+B+ (X) capital) Shares held
(A+B+C2) C) (XI)= (VII)+(X) held (b)
As a % of (b)
(A+B+C2)

(A) Promoter 6* 27,356,615 - - 27,356,615* 60.05* 27,356,615 - 27,356,615 60.05 - - - - 27,356,615*

and
Promoter
Group
(B) Public 35 455,325 - - 455,325 1.00 455,325 - 455,325 1.00 - - - - 455,325
(C) Non 2 17,743,635 - - 17,743,635 38.95 17,743,635 - 17,743,635 38.95 - - - 17,743,635
Promoter-
Non Public
(C1) Shares - - - - - - - - - - - - - - -
underlying
depository
receipts
(C2) Shares held - - - - - - - - - - - - - - -
by
employee
trusts
Total 43* 45,555,575 - - 45,555,575 100.00 45,555,575 - 45,555,575 100.00 - - - - 45,555,575
*
Tara Devi Jalan passed away on December 29, 2020. The Equity Shares held by her are in the process of being transmitted to her spouse, Kamala Prasad Jalan, one of the Promoters of our Company. After completion of
such transmission, Kamala Prasad Jalan shall hold 3,548,545 Equity Shares aggregating to 7.79% of the pre-Offer paid up Equity Share capital of our Company. The Promoter and Promoter Group category will consist of
five shareholders after completion of such transmission. Further, the pre-Offer shareholding of our Promoters shall remain 27,356,615 aggregating to 60.05% of the pre-Offer paid-up Equity Share capital of our Company.

77
6. Details of equity shareholding of the major shareholders of our Company :

a) Set forth below is a list of shareholders holding 1% or more of the paid-up Equity Share capital of our
Company, as on the date of this Red Herring Prospectus:

S. Name of the shareholder Pre-Offer

No. Number of Equity Percentage of the
Shares on a fully diluted Equity Share capital
basis on a fully diluted basis
(%)
1. Hemant Jalan 10,237,500 22.47
2. Anita Jalan 6,987,500 15.34
3. Halogen Chemicals 4,958,070 10.88
4. Tara Devi Jalan* 1,891,045 4.15
5. Kamala Prasad Jalan* 1,657,500 3.64
6. Parag Jalan 1,625,000 3.57
7. Sequoia IVβ 8,534,960 18.74
8. SCII Vβ 9,208,675 20.21
Total 45,100,250 99.00
*
Tara Devi Jalan passed away on December 29, 2020. The Equity Shares held by her are in the process of being transmitted to
her spouse, Kamala Prasad Jalan, one of the Promoters of our Company. After completion of such transmission, Kamala Prasad
Jalan shall hold 3,548,545 Equity Shares aggregating to 7.79% of the pre-Offer paid up Equity Share capital of our Company.
Further, the pre-offer shareholding of our Promoters shall remain 60.05%.
#
Pursuant to re-classification of Class A1 Equity Shares and Class A2 Equity Shares to ordinary Equity Shares in the authorised
share capital of our Company on October 26, 2020, 3,250 Class A1 Equity Shares and 3,250 Class A2 Equity Shares held by
Sequoia IV were re-classified to 6,500 ordinary Equity Shares. For further details in relation to the Class A1 Equity Shares and
Class A2 Equity Shares, see “History and Certain Corporate Matters” beginning on page 178.

β
Pursuant to resolutions dated December 19, 2020 and December 22, 2020 passed by our Board and Shareholders, respectively,
69,904 Series A1 CCCPS, 46,586 Series A2 CCCPS, and 7,455,360 Series C CCCPS held by Sequoia IV were converted to 69,904,
46,586, and 7,455,360 Equity Shares, respectively; and (ii) 130,865 Series B CCCPS and 8,375,360 Series C CCCPS held by SCII
V were converted to 130,865 and 8,375,360 Equity Shares, respectively. For details, see “- Notes to the Capital Structure – Equity
Share capital history of our Company” and “- Notes to the Capital Structure – Preference Share capital history of our Company”
on pages 72-73 and 74-75, respectively.

b) Set forth below is a list of shareholders holding 1% or more of the paid-up Equity Share capital of our
Company, as of 10 days prior to the date of this Red Herring Prospectus:

S. Name of the shareholder Pre-Offer

No. Number of Equity Percentage of the
Shares on a fully diluted Equity Share capital
basis on a fully diluted basis
(%)
1. Hemant Jalan 10,237,500 22.70
2. Anita Jalan 6,987,500 15.49
3. Halogen Chemicals 4,958,070 10.99
4. Tara Devi Jalan* 1,891,045 4.19
5. Kamala Prasad Jalan* 1,657,500 3.68
6. Parag Jalan 1,625,000 3.60
7. Sequoia IV β 8,534,960 18.92
8. SCII Vβ 9,208,675 20.42
Total 45,100,250 100.00
*
Tara Devi Jalan passed away on December 29, 2020. The Equity Shares held by her are in the process of being transmitted to
her spouse, Kamala Prasad Jalan, one of the Promoters of our Company. After completion of such transmission, Kamala Prasad
Jalan shall hold 3,548,545 Equity Shares aggregating to 7.79% of the pre-Offer paid up Equity Share capital of our Company.
Further, the pre-offer shareholding of our Promoters shall remain 60.05%.
#
Pursuant to re-classification of Class A1 Equity Shares and Class A2 Equity Shares to ordinary Equity Shares in the authorised
share capital of our Company on October 26, 2020, 3,250 Class A1 Equity Shares and 3,250 Class A2 Equity Shares held by
Sequoia IV were re-classified to 6,500 ordinary Equity Shares. For further details in relation to the Class A1 Equity Shares and
Class A2 Equity Shares, see “History and Certain Corporate Matters” beginning on page 178.

β
Pursuant to resolutions dated December 19, 2020 and December 22, 2020 passed by our Board and Shareholders, respectively,
69,904 Series A1 CCCPS, 46,586 Series A2 CCCPS, and 7,455,360 Series C CCCPS held by Sequoia IV were converted to 69,904,
46,586, and 7,455,360 Equity Shares, respectively; and (ii) 130,865 Series B CCCPS and 8,375,360 Series C CCCPS held by SCII

78
 V were converted to 130,865 and 8,375,360 Equity Shares, respectively. For details, see “- Notes to the Capital Structure – Equity
Share capital history of our Company” and “- Notes to the Capital Structure – Preference Share capital history of our Company”
on pages 72-72 and 74-75, respectively.

c) Set forth below is a list of shareholders holding 1% or more of the paid-up Equity Share capital of our
Company, as of one year prior to the date of this Red Herring Prospectus:

S. Name of the Shareholder Pre-Offer

No. Number of Equity Percentage of the
Shares on a fully diluted Equity Share capital
basis^ on a fully diluted basis
(%)^
1. Hemant Jalan 10,237,500 22.70
2. Anita Jalan 6,987,500 15.49
3. Halogen Chemicals 4,958,070 10.99
4. Tara Devi Jalan* 1,891,045 4.19
5. Kamala Prasad Jalan* 1,657,500 3.68
6. Parag Jalan 1,625,000 3.60
7. Sequoia IV# β 8,534,960 18.92
8. SCII V β 9,208,675 20.42
Total 45,100,250 100.00
^The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held by a
shareholder.

*Tara Devi Jalan passed away on December 29, 2020. The Equity Shares held by her are in the process of being transmitted to her

spouse, Kamala Prasad Jalan, one of the Promoters of our Company. After completion of such transmission, Kamala Prasad Jalan
shall hold 3,548,545 Equity Shares aggregating to 7.79% of the pre-Offer paid up Equity Share capital of our Company.
#
As of one year prior to the date of this Red Herring Prospectus, Sequoia IV held (i) 3,250 Class A1 Equity Shares constituting 100% of the
Class A1 Equity Share capital of our Company; and (ii) 3,250 Class A2 Equity Shares constituting 100% of the Class A2 Equity Share
capital of our Company.

β
As of one year prior to the date of this Red Herring Prospectus, Sequoia IV held 69,904 Series A1 CCCPS, 46,586 Series A2
CCCPS, and 7,455,360 Series C CCCPS which were converted to 69,904, 46,586, and 7,455,360 Equity Shares, respectively,
pursuant to resolutions dated December 19, 2020 and December 22, 2020 passed by our Board and Shareholders, respectively;
and (ii) SCII V held 130,865 Series B CCCPS and 8,375,360 Series C CCCPS which were converted to 130,865 and 8,375,360
Equity Shares, respectively, pursuant to resolutions dated December 19, 2020 and December 22, 2020 passed by our Board and
Shareholders, respectively. For details, see “- Notes to the Capital Structure – Equity Share capital history of our Company” and
“- Notes to the Capital Structure – Preference Share capital history of our Company” on pages 72-73 and 74-75, respectively.

d) Set forth below is a list of shareholders holding 1% or more of the paid-up Equity Share Capital of our
Company, as of two years prior to the date of this Red Herring Prospectus:

Name of the Shareholder Pre-Offer

Number of Equity Percentage of the
Shares on a fully diluted Equity Share capital
basis^ on a fully diluted basis
(%)^
1. Hemant Jalan 10,237,500 22.79
2. Anita Jalan 6,987,500 15.55
3. Halogen Chemicals 4,958,070 11.04
4. Tara Devi Jalan* 1,891,045 4.21
5. Kamala Prasad Jalan* 1,657,500 3.69
6. Parag Jalan 1,625,000 3.62
7. Sequoia IV# β 8,453,060 18.81
8. SCII V β 9,120,275 20.30
Total 44,929,950 100.00
^The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held by a
shareholder.
*
Tara Devi Jalan passed away on December 29, 2020. The Equity Shares held by her are in the process of being transmitted to her
spouse, Kamala Prasad Jalan, one of the Promoters of our Company. After completion of such transmission, Kamala Prasad Jalan
shall hold 3,548,545 Equity Shares aggregating to 7.79% of the pre-Offer paid up Equity Share capital of our Company.
#As of two years prior to the date of this Red Herring Prospectus, Sequoia IV held (i) 3,250 Class A1 Equity Shares, constituting 100% of
the Class A1 Equity Share capital of our Company; and (ii) 3,250 Class A2 Equity Shares, constituting 100% of the Class A2 Equity Share
capital of our Company.

79
 β
As of two years prior to the date of this Red Herring Prospectus, Sequoia IV held 69,904 Series A1 CCCPS, 46,586 Series A2
CCCPS, and 7,455,360 Series C CCCPS which were converted to 69,904, 46,586, and 7,455,360 Equity Shares, respectively,
pursuant to resolutions dated December 19, 2020 and December 22, 2020 passed by our Board and Shareholders, respectively;
and (ii) SCII V held 130,865 Series B CCCPS and 8,375,360 Series C CCCPS which were converted to 130,865 and 8,375,360
Equity Shares, respectively, pursuant to resolutions dated December 19, 2020 and December 22, 2020 passed by our Board and
Shareholders, respectively. For details, see “- Notes to the Capital Structure – Equity Share capital history of our Company” and
“- Notes to the Capital Structure – Preference Share capital history of our Company” on pages 72-73 and 74-75, respectively.

7. History of the Equity Share capital held by our Promoters

As on the date of this Red Herring Prospectus, our Promoters hold in aggregate 27,356,615 Equity Shares having
face value of ₹ 10 each, constituting 60.05% of the issued, subscribed and paid-up Equity Share capital of our
Company. The details regarding our Promoters’ shareholding is set forth below.

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

The build-up of the Equity shareholding of our Promoters since incorporation of our Company is set forth below.

Date of Nature of Number of Nature of Face value Issue Percentage of Percentage of

allotment/ transaction Equity considerati per Equity price/ the pre-Offer the post-
transfer Shares on Share (₹) Transfer capital Offer capital
allotted/ price per (%) (%)
transferred Equity
Share (₹)
Hemant Jalan
March 28, Initial subscription 100 Cash 10 10 0.00 [●]
2000 to the Memorandum
of Association
March 31, Further issue 4,000 Cash 10 10 0.01 [●]
2003
March 31, Further issue 5,000 Cash 10 10 0.01 [●]
2005
March 31, Further issue 5,100 Cash 10 10 0.01 [●]
2006
March 31, Further issue 50,000 Cash 10 10 0.11 [●]
2007
March 31, Further issue 5,000 Cash 10 10 0.01 [●]
2008
March 31, Further issue 30,000 Cash 10 10 0.07 [●]
2010
March 31, Transfer from 100 Cash 10 10 0.00 [●]
2010 Jagdamba
Chemicals Private
Limited
November 21, Transfer from Tara 60,000 Cash 10 10 0.13 [●]
2014 Devi Jalan
April 13, 2016 Transfer to SCII V (1,800) Cash 10 6,877.29 (0.00) [●]
March 23, Bonus issue in the 10,080,000 - 10 - 22.13 [●]
2017 ratio of 64:1
Sub-total (A) 10,237,500
Anita Jalan
March 28, Initial subscription 100 Cash 10 10 0.00 [●]
2000 to the Memorandum
of Association
March 20, Further issue 31,600 Cash 10 10 0.07 [●]
2002
March 31, Further issue 22,500 Cash 10 10 0.05 [●]
2005
March 31, Further issue 5,200 Cash 10 10 0.01 [●]
2006
March 31, Further issue 22 Cash 10 10 0.00 [●]
2007
March 31, Further issue 5,000 Cash 10 10 0.01 [●]
2008

80
 Date of Nature of Number of Nature of Face value Issue Percentage of Percentage of
allotment/ transaction Equity considerati per Equity price/ the pre-Offer the post-
transfer Shares on Share (₹) Transfer capital Offer capital
allotted/ price per (%) (%)
transferred Equity
Share (₹)
March 31, Further issue 20,000 Cash 10 10 0.04 [●]
2010
November 21, Transfer from Tara 25,000 Cash 10 10 0.05 [●]
2014 Devi Jalan
April 13, 2016 Transfer to SCII V (1,922) Cash 10 6,877.29 (0.00) [●]
March 23, Bonus issue in the 6,880,000 - 10 - 15.10 [●]
2017 ratio of 64:1
Sub-total (B) 6,987,500
Parag Jalan
March 31, Further issue 25,000 Cash 10 10 0.05 [●]
2007
March 23, Bonus issue in the 1,600,000 - 10 - 3.51 [●]
2017 ratio of 64:1
Sub-total (C) 1,625,000
Kamala Prasad Jalan*
March 28, Initial subscription 100 Cash 10 10 0.00 [●]
2000 to the Memorandum
of Association
March 31, Further issue 27,000 Cash 10 10 0.06 [●]
2007
April 13, 2016 Transfer to SCII V (1,600) Cash 10 6,877.29 (0.00) [●]
March 23, Bonus issue in the 1,632,000 - 10 - 3.58 [●]
2017 ratio of 64:1
Sub-total (D) 1,657,500
Tara Devi Jalan*
March 31, Further issue 127,700 Cash 10 10 0.28 [●]
2007
October 8, Transfer to Sequoia (11,659) Cash 10 4,288.53 (0.03) [●]
2014 IV
November 21, Transfer to Hemant (60,000) Cash 10 10 (0.13) [●]
2014 Jalan
November 21, Transfer to Anita (25,000) Cash 10 10 (0.05) [●]
2014 Jalan
April 13, 2016 Transfer to SCII V (1,948) Cash 10 6,877.29 (0.00) [●]
March 23, Bonus issue in the 1,861,952 - 10 - 4.09 [●]
2017 ratio of 64:1
Sub-total (E) 1,891,045
Halogen Chemicals
May 1, 2000 Further issue 100 Cash 10 10 0.00 [●]
March 20, Further issue 20,000 Cash 10 10 0.04 [●]
2002
March 31, Further issue 14,000 Cash 10 10 0.03 [●]
2003
March 31, Further issue 37,100 Cash 10 10 0.08 [●]
2006
March 31, Further issue 5,078 Cash 10 10 0.01 [●]
2007
March 23, Bonus issue in the 4,881,792 - 10 - 10.72 [●]
2017 ratio of 64:1
Sub-total (F) 4,958,070
Total (A+B+C+D+E+F) 27,356,615
*
Tara Devi Jalan passed away on December 29, 2020. The Equity Shares held by her are in the process of being transmitted to her spouse,
Kamala Prasad Jalan, one of the Promoters of our Company. After completion of such transmission, Kamala Prasad Jalan shall hold
3,548,545 Equity Shares aggregating to 7.79% of the pre-Offer paid up Equity Share capital of our Company. Further, the pre-offer
shareholding of our Promoters shall remain 60.05%.

All the Equity Shares held by our Promoters were fully paid-up on the respective dates of allotment of such Equity
Shares. As of the date of this Red Herring Prospectus, none of the Equity Shares held by our Promoters are subject
to any pledge.

81
b) Shareholding of our Promoters and Promoter Group

The details of shareholding of our Promoters as on the date of this Red Herring Prospectus are set forth below:

S. Name of the Pre-Offer Percentage of the Post-Offer Number of Percentage of the Post-
No. shareholder Number of Pre-Offer Equity Equity Shares Offer Equity Share
Equity Shares Share Capital (%) Capital (%)
1. Hemant Jalan# 10,237,500 22.47 [●] [●]
2. Anita Jalan 6,987,500 15.34 [●] [●]
3. Parag
+ Jalan 1,625,000 3.57 [●] [●]
4. Kamala Prasad 1,657,500 3.64 [●] [●]
Jalan#*
5. Tara Devi Jalan* 1,891,045 4.15 [●] [●]
6. Halogen Chemicals 4,958,070 10.88 [●] [●]
Total 27,356,615 60.05 [●] [●]
#
Hemant Jalan and Kamala Prasad Jalan are also directors of our corporate Promoter, Halogen Chemicals.
*
Tara Devi Jalan passed away on December 29, 2020. The Equity Shares held by her are in the process of being transmitted to her spouse,
Kamala Prasad Jalan, one of the Promoters of our Company. After completion of such transmission, Kamala Prasad Jalan shall hold
3,548,545 Equity Shares aggregating to 7.79% of the pre-Offer paid up Equity Share capital of our Company. Further, the pre-offer
shareholding of our Promoters shall remain 60.05%.

None of the members of our Promoter Group hold any Equity Shares as on the date of this Red Herring Prospectus.

c) Details of Promoters’ Contribution and Lock-in

In accordance with Regulation 14 and Regulation 16 of the SEBI ICDR Regulations, an aggregate of 20% of the
fully diluted post-Offer Equity Share capital of our Company held by our Promoters (assuming exercise of vested
options, if any, under ESOS 2019), shall be locked in for a period of three years from the date of Allotment and
the shareholding of our Promoters in excess of 20% of the fully diluted post-Offer Equity Share capital shall be
locked in for a period of one year from the date of Allotment.

The details of the Equity Shares held by our Promoters, which shall be locked-in for a period of three years from
the date of Allotment are set forth below.

Name of Number Date of Nature of Face Issue/ Percentage of Percentage of

Promoter of Equity allotment/ transaction value Acquisition pre-Offer paid- post-Offer paid-up
Shares transfer* (₹) price per Equity up Equity Share Equity Share
locked- Share (₹) capital Capital
in(1)(2)
[●] [●] [●] [●] 10 [●] [●] [●]
* Subject to finalisation of Basis of Allotment
(1) For a period of three years from the date of Allotment
(2) All Equity Shares were fully paid-up at the time of allotment/transfer

Our Company undertakes that the Equity Shares that are being locked-in are not ineligible for computation of
Promoters’ contribution in terms of Regulation 15 of the SEBI ICDR Regulations. For details of the build-up of
the share capital held by our Promoters, see “- History of the Equity Share Capital held by our Promoters” on
pages 80-81.

In this connection, we confirm the following:

(i) The Equity Shares offered for Promoters’ contribution do not include (a) Equity Shares acquired in the
three immediately preceding years for consideration other than cash and revaluation of assets or
capitalisation of intangible assets was involved in such transaction; (b) Equity Shares that have resulted
from bonus issue by utilisation of revaluation reserves or unrealised profits of our Company or resulted
from bonus issue against Equity Shares which are otherwise ineligible for computation of Promoters’
contribution;

(ii) The Promoters’ contribution does not include any Equity Shares acquired during the immediately
preceding year at a price lower than the price at which the Equity Shares are being offered to the public
in the Offer;

(iii) Our Company has not been formed by the conversion of a partnership firm or a limited liability

82
 partnership firm into a Company;

(iv) The Equity Shares held by the Promoters and offered for Promoters’ contribution are not subject to any
pledge; and

(v) All the Equity Shares held by the Promoters are held in dematerialised form.

d) Details of Equity Shares locked-in for one year:

In addition to 20% of the fully diluted post-Offer shareholding of our Company held by our Promoters and locked-
in for three years as specified above, in terms of Regulation 16(b) and Regulation 17 of the SEBI ICDR
Regulations, the entire pre-Offer Equity Share capital of our Company will be locked-in for a period of one year
from the date of Allotment, except for (i) the Equity Shares sold pursuant to the Offer for Sale; (ii) any Equity
Shares allotted to the employees of our Company under the ESOS 2014 and ESOS 2019, as applicable; and (iii)
any Equity Shares held by a VCF or Category I AIF or Category II AIF or FVCI, as applicable, provided that such
Equity Shares shall be locked in for a period of at least one year from the date of purchase by such shareholders.
Further, any unsold portion of the Equity Shares offered pursuant to the Offer for Sale will be locked-in as required
under the SEBI ICDR Regulations.

In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by the Promoters, which are
locked-in may be transferred to and amongst the members of the Promoter Group or to any new promoter or
persons in control of our Company, subject to continuation of the lock-in in the hands of the transferees for the
remaining period and compliance with the Takeover Regulations, as applicable.

The Equity Shares held by the Promoters which are locked-in for a period of one year from the date of Allotment
may be pledged only with scheduled commercial banks or public financial institutions or Systemically Important
NBFCs or housing finance companies, as collateral security for loans granted by such banks or public financial
institutions or Systemically Important NBFCs or housing finance companies in terms of Regulation 21 of the
SEBI ICDR Regulations.

However, the relevant lock in period shall continue post the invocation of the pledge referenced above, and the
relevant transferee shall not be eligible to transfer the Equity Shares till the relevant lock in period has expired in
terms of the SEBI ICDR Regulations.

In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by persons other than the
Promoters and locked-in for a period of one year from the date of Allotment in the Offer may be transferred to
any other person holding the Equity Shares which are locked-in, subject to continuation of the lock-in in the hands
of transferees for the remaining period and compliance with the Takeover Regulations.

Any unsubscribed portion of the Offered Shares would also be locked-in as required under the SEBI ICDR
Regulations.

e) Lock-in of the Equity Shares to be Allotted, if any, to the Anchor Investors

Any Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a period
of 30 days from the date of Allotment.

8. Except for the issue of any Equity Shares pursuant to exercise of options granted under ESOS 2019, our Company
presently does not intend or propose to alter its capital structure for a period of six months from the Bid/Offer
Opening Date, by way of split or consolidation of the denomination of Equity Shares or further issue of Equity
Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares)
whether on a preferential basis or by way of issue of bonus shares or on a rights basis or by way of further public
issue of Equity Shares or otherwise.

9. As on the date of filing of this Red Herring Prospectus, the total number of shareholders of our Company is
43*(*Tara Devi Jalan, one of our Shareholders, passed away on December 29, 2020. The Equity Shares held by
her are in the process of being transmitted to her spouse, Kamala Prasad Jalan, one of the Promoters of our
Company).

10. Our Promoters, any member of our Promoter Group, any of the directors of Halogen Chemicals, any of the
Directors of our Company or any of their relatives have not purchased or sold any securities of our Company
during the period of six months immediately preceding the date of the Draft Red Herring Prospectus and this Red

83
 Herring Prospectus.

11. There have been no financing arrangements whereby members of our Promoter Group, any of the directors of
Halogen Chemicals, our Directors and their relatives have financed the purchase by any other person of securities
of our Company (other than in the normal course of the business of the relevant financing entity) during a period
of six months immediately preceding the date of filing of the Draft Red Herring Prospectus and this Red Herring
Prospectus.

12. Neither our Company, nor any of our Directors have entered into any buy-back arrangements for purchase of
Equity Shares from any person. Further, the BRLMs have not made any buy-back arrangements for purchase of
Equity Shares from any person.

13. As on the date of this Red Herring Prospectus, the BRLMs and their respective associates (as defined under the
Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any Equity Shares.

14. All Equity Shares transferred pursuant to the Offer will be fully paid-up at the time of Allotment and there are no
partly paid-up Equity Shares as on the date of this Red Herring Prospectus.

15. Except for the options granted pursuant to ESOS 2019, there are no outstanding warrants, options or rights to
convert debentures, loans or other instruments into, or which would entitle any person any option to receive Equity
Shares as on the date of this Red Herring Prospectus.

16. Any oversubscription to the extent of 1% of the Offer size can be retained for the purposes of rounding off to the
nearest multiple of minimum allotment lot while finalizing the Basis of Allotment.

17. Our Promoters and Promoter Group shall not participate in the Offer, except by way of participation as Selling
Shareholders, as applicable, in the Offer for Sale.

18. Except for issuance of Equity Shares on exercise of options vested pursuant to ESOS 2019, there will be no further
issue of Equity Shares whether by way of issue of bonus shares, preferential allotment, rights issue or in any other
manner during the period commencing from filing of this Red Herring Prospectus with the RoC until the Equity
Shares have been listed on the Stock Exchanges, or all application monies have been refunded, as the case may
be.

19. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless otherwise
permitted by law.

20. No person connected with the Offer, including, but not limited to, the members of the Syndicate, our Company,
the Directors, members of our Promoter Group and the Promoters, shall offer or make payment of any incentive,
direct or indirect, in the nature of discount, commission and allowance, except for fees or commission for services
rendered in relation to the Offer, in any manner, whether in cash or kind or services or otherwise, to any Bidder
for making a Bid.

21. Our Company shall ensure that transactions in the Equity Shares by our Promoter and the Promoter Group between
the date of filing of this Red Herring Prospectus and the date of closure of the Offer shall be intimated to the Stock
Exchanges within 24 hours of such transaction.

ESOS 2014

22. Our Company, pursuant to the resolutions passed by our Board on November 13, 2014 and our Shareholders on
December 6, 2014, adopted the ESOS 2014. As on the date of this Red Herring Prospectus, there are no
outstanding options which are to be granted under ESOS 2014.

The details of the ESOS 2014, as certified by M/s Komandoor & Co LLP, Chartered Accountants, through a
certificate dated January 11, 2021 are as follows:

84
 Particulars Details
Options granted Financial Year Financial Financial For the period
2017-18 Year 2018- Year from April 1,
19 2019-20 2020 till the
date of this
Red Herring
Prospectus
39,000 - - -
Cumulative options granted as on the date of this Red Herring
Prospectus: 906,750
Number of employees to whom options were 10 - - -
granted
Options vested - 102,375 39,000 -
Options exercised - 258,375 170,300 455,325
Cumulative options exercised as on the date of this Red Herring
Prospectus: 8,84,000
Options forfeited/ lapsed/ cancelled - - - -
Options outstanding (including vested and 884,000 625,625 455,325 Nil
unvested options)
Exercise price of options - weighted average - 66.66 106.15 89.74
exercise price per option (in ₹)
Total number of Equity Shares that would arise as - 586,625 455,325 Nil
a result of full exercise of options granted (net of
forfeited/ lapsed/ cancelled options) (only for
vested options)
Variation in terms of options Nil The vesting Nil Nil
period was
reduced to
1 year, 4
months
Money realised by exercise of options (in ₹ Nil 17.22 17.69 40.86
million)
Total number of options in force (excluding - 586,625 455,325 Nil
options not granted)
Employee wise details of options granted to
(i) Key Managerial Personnel Nil Nil Nil Nil

(ii) Any other employee who received a grant in Name of employee Total number of options
any one year of options amounting to 5% or more granted in Financial Year
of the options granted during the year 2017-18
Sajoy Bose 4,875
Vinu Thomas 4,875
Sajiv Nair 4,875
B Mallikarjuna Rao 4,875
Shital Arora 4,875
Sushil Yadav 4,875
Sujeet Kumar 3,900
T Sagar 1,950
Ravinder Tiwari 1,950
Anshad A A 1,950
(iii) Identified employees who are granted options, No options were granted under the ESOS 2014 amounting to more
during any one year equal to or exceeding 1% of than 1% of the issued capital of our Company to any employee in any
the issued capital (excluding outstanding warrants year
and conversions) of our Company at the time of
grant

85
 Particulars Details
Fully diluted EPS on a pre-Offer basis pursuant to Financial Year Financial Financial For the period
the issue of Equity Shares on exercise of options 2017-18 Year 2018- Year from April 1,
calculated in accordance with the applicable 19 2019-20 2020 till the
accounting standard on ‘Earnings per Share’ (in ₹) date of this
Red Herring
Prospectus
2.82 5.90 10.49 5.97#

Difference between employee compensation cost Not applicable, since Company has calculated the employee
calculated using the intrinsic value of stock options compensation cost using the fair value of the stock options (based on
and the employee compensation cost that shall Black Scholes Valuation model)
have been recognised if the Company had used fair
value of options and impact of this difference on
profits and EPS of the Company
Description of the pricing formula and the method The Black Scholes valuation model has been used for computing the
and significant assumptions used during the year weighted average fair value.
to estimate the fair values of options, including The following method and assumptions were used for computing the
weighted-average information, namely, risk-free weighted average fair value:
interest rate, expected life, expected volatility,
expected dividends and the price of the underlying Financial Year Financial Financial For the period
share in market at the time of grant of the option 2017-18 Year 2018- Year from April 1,
19 2019-20 2020 till the
date of this
Red Herring
Prospectus
- Expected life of options (years) 3 years - 6 months - - -
- Volatility (% p.a.) 30 - - -
- Risk Free Rate of Return (%) 7.30 - - -
- Dividend Yield (% p.a.) 0 - - -
- Exercise price per share (₹) 106.15 - - -
Financial Year Financial Financial For the period
2017-18 Year 2018- Year from April 1,
19 2019-20 2020 till the
date of this
Red Herring
Prospectus
The weighted average share price on the date of 106.15 Nil Nil Nil
grant (₹)
The expected life of the stock is based on historical data and current
expectations and is not necessarily indicative of exercise patterns that
may occur. The expected volatility reflects the assumption that the
historical volatility over a period similar to the life of the options is
indicative of future trends, which may also not necessarily be the
actual outcome.

Impact on profits and EPS of the last three years if Financial Year Financial Financial For the period
the Company had followed the accounting policies 2017-18 Year 2018- Year from April 1,
specified in the SEBI SBEB Regulations in respect 19 2019-20 2020 till the
of options granted in the last three years date of this
Red Herring
Prospectus
Nil Nil Nil Nil
Intention of the Key Managerial Personnel and Name of employee Total number
whole-time directors who are holders of Equity of Equity
Shares allotted on exercise of options granted Shares
under an employee stock option scheme or allotted Narayanan Kutty Kottiedath Venugopal Up to 120,250
under an employee stock purchase scheme, to sell
their Equity Shares within three months after the Chetan Bhalchandra Humane Up to 19,500
date of listing of the Equity Shares in the Offer Thundiyil Surendra Suresh Babu Up to 19,500
(aggregate number of Equity Shares intended to be
Varghese Idicula Up to 22,750
sold by the holders of options), if any
Vinay Menon Up to 13,000

86
 Particulars Details
Satya Narayan Shukla Up to 19,500
Pavan Sharma Up to 22,750
Shinu Varghese Up to 9,750
Sridhar Haridass Up to 3,250
Intention to sell Equity Shares arising out of an Nil
employee stock option scheme or allotted under an
employee stock purchase scheme within three
months after the date of listing, by Directors,
senior managerial personnel and employees
having Equity Shares issued under an employee
stock option scheme or employee stock purchase
scheme amounting to more than 1% of the issued
capital (excluding outstanding warrants and
conversions) of the Company
#
Diluted EPS for the period from April 1, 2020 till the date of this Red Herring Prospectus is calculated on the basis of Restated
profit after tax attributable to the equity holders for the six months period ended September 30, 2020.

ESOS 2019

23. Our Company, pursuant to the resolutions passed by our Board on March 5, 2019 and our Shareholders on March
28, 2019, adopted the ESOS 2019, which was amended by our Company pursuant to resolutions passed by our
Board on October 20, 2020 and our Shareholders on October 26, 2020. The ESOS 2019 is in compliance with the
SEBI SBEB Regulations read with the circular bearing reference number CIR/CFD/POLICY CELL/2/2015 dated
June 16, 2015 issued by SEBI.

The details of the ESOS 2019, as certified by M/s Komandoor & Co LLP, Chartered Accountants, through a
certificate dated January 11, 2021 are as follows:

Particulars Details
Options granted Financial Financial Financial For the period
Year 2017-18 Year 2018- Year 2019- from April 1,
19 20 2020 till the date
of this Red
Herring
Prospectus
- - 27,750 21,250
Cumulative options granted as on the date of this Red Herring
Prospectus: 49,000
Number of employees to whom options were - - 33 36
granted
Options vested - - - -
Cumulative options vested as on the date of this Red Herring
Prospectus: Nil
Options exercised - - - -
Cumulative options exercised as on the date of this Red Herring
Prospectus: Nil
Options forfeited/ lapsed/ cancelled - - - 500
Options outstanding (including vested and unvested - - 27,750 20,750
options)
Exercise price of options - weighted average - - 10 10
exercise price per option (in ₹)
Total number of Equity Shares that would arise as a - - - -
result of full exercise of options granted (net of
forfeited/ lapsed/ cancelled options) (only for vested
options)

87
 Particulars Details
Variation in terms of options Nil Nil Nil Vesting period
revised to 48
months and
exercise period
mentioned as 36
months

Money realised by exercise of options (in ₹ million) Nil Nil Nil Nil
Total number of options in force (excluding options - - 27,750 48,500
not granted)
Employee wise details of options granted to
(i) Key Managerial Personnel Name of Key Managerial Total number of options granted
Personnel in Financial Year 2020-21
Srihari Santhakumar 1,500
(ii) Any other employee who received a grant in any Name of employee Total number of options granted
one year of options amounting to 5% or more of the in Financial Year 2019-20
options granted during the year B Sanal Kumar 3,000
N K Sharma 3,000
Jaydev Bachchhe 1,500
Altaf Pathan 1,500
Name of employee Total number of options granted
in Financial Year 2020-21
Nikhil John 1,000
Swapnil Singasane 1,000
Srihari Santhakumar 1,500
Ajay Dubey 1,000
(iii) Identified employees who are granted options, No options were granted under the ESOS 2019 amounting to more
during any one year equal to or exceeding 1% of the than 1% of the issued capital of our Company to any employee in
issued capital (excluding outstanding warrants and any year
conversions) of our Company at the time of grant
Fully diluted EPS on a pre-Offer basis pursuant to Financial Financial Financial For the period
the issue of Equity Shares on exercise of options Year 2017-18 Year 2018- Year 2019- from April 1,
calculated in accordance with the applicable 19 20 2020 till the date
accounting standard on ‘Earnings per Share’ (in ₹) of this Red
Herring
Prospectus
2.82 5.90 10.49 5.97

Difference between employee compensation cost Financial Financial Financial For the period
calculated using the intrinsic value of stock options Year 2017-18 Year 2018- Year 2019- from April 1,
and the employee compensation cost that shall have 19 20 2020 till the date
been recognised if the Company had used fair value of this Red
of options and impact of this difference on profits Herring
and EPS of the Company Prospectus
- Reduction in compensation cost due to use of - - 0.19 0.01
intrinsic value of options instead of fair value of
options (in ₹ million)
- Increase in profit (in ₹ million) - - 0.19 0.01
- Impact on EPS - - Not material Not material

Impact on profits and EPS of the last three years if Financial Financial Financial For the period
our Company had followed the accounting policies Year 2017-18 Year 2018- Year 2019- from April 1,
specified in Regulation 15 of the SEBI SBEB 19 20 2020 till the date
Regulations in respect of options granted in the last of this Red
three years Herring
Prospectus
Nil Nil Nil Nil

88
 Particulars Details
Description of the pricing formula and the method The Black Scholes valuation model has been used for computing the
and significant assumptions used during the year to weighted average fair value.
estimate the fair values of options, including The following method and assumptions were used for computing the
weighted-average information, namely, risk-free weighted average fair value:
interest rate, expected life, expected volatility,
expected dividends and the price of the underlying Financial Financial Financial For the period
share in market at the time of grant of the option Year 2017-18 Year 2018- Year 2019- from April 1,
19 20 2020 till the date
of this Red
Herring
Prospectus
- Expected life of options (years) - - 5 5
- Volatility (% p.a.) - - 27-30 30
- Risk Free Rate of Return (%) - - 6.90 5.10
- Dividend Yield (% p.a.) - - 0 0
- Exercise price per share (₹) - - 10.00 10.00
Financial Financial Financial For the period
Year 2017-18 Year 2018- Year 2019- from April 1,
19 20 2020 till the date
of this Red
Herring
Prospectus
The weighted average share price on date of grant Nil Nil 242.98 612.96
(₹):
The expected life of the stock is based on historical data and current
expectations and is not necessarily indicative of exercise patterns
that may occur. The expected volatility reflects the assumption that
the historical volatility over a period similar to the life of the options
is indicative of future trends, which may also not necessarily be the
actual outcome.
Impact on profits and EPS of the last three years if Nil Nil Nil Nil
the Company had followed the accounting policies
specified in the SEBI SBEB Regulations in respect
of options granted in the last three years
Intention of the Key Managerial Personnel and Not applicable since vesting period will be 48 months from the date
whole-time directors who are holders of Equity of grant
Shares allotted on exercise of options granted under
an employee stock option scheme or allotted under
an employee stock purchase scheme, to sell their
Equity Shares within three months after the date of
listing of the Equity Shares in the Offer (aggregate
number of Equity Shares intended to be sold by the
holders of options), if any
Intention to sell Equity Shares arising out of an Not applicable since vesting period will be 48 months from the date
employee stock option scheme or allotted under an of grant
employee stock purchase scheme within three
months after the date of listing, by Directors, senior
managerial personnel and employees having Equity
Shares issued under an employee stock option
scheme or employee stock purchase scheme
amounting to more than 1% of the issued capital
(excluding outstanding warrants and conversions) of
the Company

89
 OBJECTS OF THE OFFER

The Offer comprises a Fresh Issue by our Company and Offer for Sale by the Selling Shareholders.

Offer for Sale

The Selling Shareholders will be entitled to their respective portion of the proceeds of the Offer for Sale after deducting
their proportion of Offer expenses and relevant taxes thereon. Our Company will not receive any proceeds from the Offer
for Sale and the proceeds received from the Offer for Sale will not form part of the Net Proceeds.

The Fresh Issue

Requirement of funds

Our Company proposes to utilise the Net Proceeds towards funding of the following objects:

1. Funding capital expenditure for expansion of the existing manufacturing facility at Pudukkottai, Tamil Nadu (the
“Proposed Expansion”) by setting-up an additional unit (the “Additional Unit”) adjacent to the existing facility;

2. Purchase of tinting machines and gyroshakers;

3. Repayment/prepayment of all or certain of our borrowings; and

4. General corporate purposes.

(collectively, referred to herein as the “Objects”).

The main objects and objects incidental and ancillary to the main objects set out in the Memorandum of Association enable
us (i) to undertake our existing business activities; and (ii) to undertake the activities proposed to be funded from the Net
Proceeds. Further, our Company expects to receive the benefits of listing of the Equity Shares, including to enhance our
visibility and our brand image among our existing and potential customers.

Net Proceeds

The details of the proceeds from the Fresh Issue are summarised in the following table:

Particulars Estimated amount (₹ in million)

Gross Proceeds of the Fresh Issue 3,000.00
(Less) Offer related expenses in relation to the Fresh Issue (1) [●]
Net Proceeds(1) [●]
(1)To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.

Utilisation of Net Proceeds

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

Particulars Amount (₹ in million)

Funding capital expenditure for the Proposed Expansion 1,500.00
Purchase of tinting machines and gyroshakers 500.00
Repayment/prepayment of all or certain of our borrowings 250.00
General corporate purposes(1) [●]
Total [●]
(1)Tobe finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised
for general corporate purposes shall not exceed 25% of the Net Proceeds.

Proposed schedule of implementation and deployment of Net Proceeds

We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of implementation
and deployment of funds as follows:

90
 (₹ in million)
Particulars Total Amount to be Estimated deployment of the Net Proceeds
estimated funded from Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024
cost the Net
Proceeds
Funding capital expenditure 1,855.49 1,500.00(2) 100.00 1,300.00 100.00 -
for the Proposed Expansion(1)
Purchase of tinting machines 500.13 500.00 - 141.58(3) 171.93(3) 186.50(3)
and gyroshakers
Repayment/prepayment of - 250.00 250.00 - - -
certain borrowings of our
Company
General corporate purposes(4) - [●] [●] [●] [●] [●]
Total 2,355.62 [●] [●] [●] [●] [●]
(1) No amounts have been deployed by our Company towards this object. The costs incurred by our Company for acquisition of land
required to set up the Additional Unit do not form part of the total estimated cost of the Proposed Expansion.
(2) The remaining cost of ₹ 355.49 million will be funded from internal accruals by our Company.
(3) The amount to be deployed in Fiscal 2022, 2023 and 2024 aggregates to ₹ 500.13 million, however, our Company will deploy ₹
500.00 million towards this object and the remaining amount of ₹ 0.13 million will be deployed from our internal accruals.
(4) To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount
utilised for general corporate purposes shall not exceed 25% of the Net Proceeds.

The fund requirements, the deployment of funds and the intended use of the Net Proceeds as described herein are based on
our current business plan, management estimates, current and valid quotations from suppliers, and other commercial and
technical factors. However, such fund requirements and deployment of funds have not been appraised by any bank, or
financial institution. We may have to revise our funding requirements and deployment on account of a variety of factors
such as our financial and market condition, business and strategy, competition, negotiation with vendors, variation in cost
estimates on account of factors, including changes in design or configuration of the project, incremental pre-operative
expenses and other external factors such as changes in the business environment and interest or exchange rate fluctuations,
which may not be within the control of our management. This may entail rescheduling or revising the planned expenditure
and funding requirements, including the expenditure for a particular purpose at the discretion of our management, subject
to compliance with applicable laws. Our historical capital expenditure may not be reflective of our future capital
expenditure plans.

In the event that the estimated utilization of the Net Proceeds in a scheduled fiscal year is not completely met, due to the
reasons stated above, the same shall be utilised in the next fiscal year, as may be determined by our Company, in accordance
with applicable laws. If the actual utilisation towards any of the Objects is lower than the proposed deployment such
balance will be used for future growth opportunities including funding other existing objects of the Fresh Issue, if required
and towards general corporate purposes to the extent that the total amount to be utilised towards general corporate purposes
will not exceed 25% of the Net Proceeds in accordance with the SEBI ICDR Regulations. For details on risks involved,
see “Risk Factors - Our funding requirements and proposed deployment of the Net Proceeds are based on management
estimates and may be subject to change based on various factors, some of which are beyond our control” on page 41.

Means of finance

Other than (i) ₹ 355.49 million in relation to the Proposed Expansion and (ii) ₹ 0.13 million in relation to the purchase of
tinting machines and gyroshakers, to be deployed from our internal accruals over a period of Fiscals 2021, 2022, 2023 and
2024, as applicable, we propose to meet the requirement of funding capital expenditure for the Proposed Expansion entirely
out of the Net Proceeds and hence, no amount is proposed to be raised through any other means of finance. Accordingly,
we are in compliance with the requirements prescribed under Paragraph 9(C)(1) of Part A of Schedule VIII and Regulation
7(1)(e) of the SEBI ICDR Regulations which require firm arrangements of finance to be made through verifiable means
towards at least 75% of the stated means of finance, excluding the amount to be raised through the Fresh Issue and existing
internal accruals. In case of a shortfall in the Net Proceeds or any increase in the actual utilisation of funds earmarked for
the Objects, our Company may explore a range of options including utilizing our internal accruals and/or seeking additional
debt from existing and/or other lenders.

Details of the Objects

I. Funding capital expenditure for the Proposed Expansion

According to the F&S Report, the consumption of water-based paints is rising, and the demand is expected to remain high

91
as the Indian paint manufactures are switching from solvent-based to water-based paints. Leveraging our experience and
expertise, we seek to capitalize on these growth opportunities and intend to expand our manufacturing capacities at our
existing facility at Pudukkottai in Tamil Nadu (the “Pudukkottai Facility”), by setting up the Additional Unit, adjacent to
the existing Pudukkottai Facility, to manufacture water-based paints to cater to the growing demand for these paints. We
acquired the Pudukkottai Facility in Fiscal 2016 through the acquisition of Hi-Build Coatings Private Limited. As of
September 30, 2020, our Pudukkottai Facility had an installed estimated production capacity of 13,658 KLPA. We
manufacture solvent-based enamels and primers, and wood coatings (both solvent-based and water-based) and certain other
products at our Pudukkottai Facility. The leasehold land of Pudukkottai Facility admeasures 29,258.77 square metres
located at plot no. 4-A/3 in the SIPCOT Industrial Complex in Vellanur Taluk of Kulathur, Pudukkottai, Tamil Nadu. In
addition, we hold freehold land admeasuring 1,296.17 square meters located at old survey number 323-1 and new survey
number 323-1B, Vellanur Taluk of Kulathur, Pudukkottai, Tamil Nadu. The proposed installed production capacity of the
Additional Unit is 50,000 KLPA and it is expected to be operational during Fiscal 2023. For further details on our strategy
on such proposed expansion, see “Our Business – Our Strategies – Expand our manufacturing capacities” on page 160.

Land

The Additional Unit is being set-up on the land parcels owned and possessed by us on a freehold basis (and no encumbrance
has been created on such land parcels) and are adjacent to our existing manufacturing unit in Pudukkottai, Tamil Nadu. For
the purposes of setting-up the Additional Unit, we acquired two land parcels admeasuring (i) 11,220 square metres located
at S.F. 325/5, Vellanur Village, Kulathur Taluk, Pudukkottai, Tamil Nadu and (ii) 12,151.62 square metres located at S.F.
325/1, Vellanur Village, Kulathur Taluk, Pudukkottai, Tamil Nadu, respectively, from a third party vendor, K. Visalakshi,
for an aggregate consideration of ₹ 10.06 million as provided in and pursuant to the sale deed dated July 29, 2020 entered
into by and between our Company and the vendor, K. Visalakshi. In addition, we acquired another land parcel admeasuring
approximately 44,272.61 square metres located at Survey No. 17-2, Patta no. 497, Panampatti Village, Illupur Taluk,
Pudukkottai, Tamil Nadu, from M.L. Muthuraman Chettiar, for an aggregate consideration of ₹ 22.89 million as provided
in and pursuant to the sale deed dated October 7, 2020 entered into by and between our Company and a third party vendor,
M.L. Muthuraman Chettiar. In addition to the abovementioned consideration in respect of the two land parcels, we have
also incurred certain additional costs, including in relation to the stamp duty payment, registration charges, survey fees and
other miscellaneous fees. We are currently in possession of these land parcels which were acquired by our Company out
of our internal accruals and are registered in our name and costs incurred for acquisition of such land parcels do not form
part of the total estimated cost of the Proposed Expansion.

Our Promoters, Directors and Key Managerial Personnel do not have any interest in this acquisition of the land parcels.

Estimated cost

The total estimated cost of the Proposed Expansion is ₹ 1,855.49 million, as certified on behalf of EVL Consultants LLP,
a project consultancy firm (“EVL Consultants”), by A. Lokhandwalla, an independent architect and Satish Patankar, an
independent certified engineer pursuant to its certificate dated November 9, 2020. However, such total estimated cost and
related fund requirements have not been appraised by any bank or financial institution. The detailed break-down of
estimated cost is set forth below:

(₹ million)
Sr. no. Particulars Estimated cost*
1. Building and civil work 670.00
2. Plant and machinery 950.14
3. Utilities 144.72
4. Consultancy fees 51.42
5. Miscellaneous 39.21
Total 1,855.49
*Certified on behalf of EVL Consultants, by A. Lokhandwalla, an independent architect and Satish Patankar, an independent certified
engineer pursuant to its certificate dated November 9, 2020. The total estimated cost does not include payments made by our Company
towards the acquisition of land on which the Additional Unit is intended to be set up.

Means of Finance for the Proposed Expansion

The total estimated cost for the Proposed Expansion is ₹ 1,855.49 million. We intend to fund the cost of the Proposed
Expansion as follows:

92
 (₹ million)
Source of fund Total estimated cost
Net Proceeds 1,500.00
Internal accruals 355.49
Total 1,855.49

We propose that any subsequent initial expenditure in relation to the Proposed Expansion will be funded from our internal
accruals until the Net Proceeds are available to our Company.

Building and civil work

Building and civil works for the Proposed Expansion include site development and construction and engineering related
work including building the foundation, structure, roof, doors and windows, drainage and sewerage system and electrical
planning and equipment. The total estimated cost for building and civil works for the Proposed Expansion is ₹ 670.00
million pursuant to the certificate dated November 9, 2020 issued on behalf of EVL Consultants, by A. Lokhandwalla, an
independent architect and Satish Patankar, an independent certified engineer.

Plant and machinery

Our Company has identified the plant and machinery to be purchased and obtained quotations from respective vendors.
The amount to be spent and plant and machinery to be procured by our Company will depend upon business requirements
and technology advancement. We propose to utilize ₹ 950.14 million towards purchasing plant and machinery. The plant
and machinery to be purchased includes installation of storage tanks, conveyor systems, mixer tanks, twin shafts and other
items which will be utilised for the purposes of setting up of the Additional Unit.

Utilities

We propose to utilise ₹ 144.72 million towards utilities including, reverse osmosis plant, ultraviolet sterilizer system for
process water flow rate, water softener plant and screw chillers. Such utilities are in addition to the existing utilities used
for the purposes of the existing plant.

Consultancy fees

We propose to utilise ₹ 51.42 million towards consultancy charges payable to EVL Consultants, engaged for the purposes
of providing consultation in relation to the Proposed Expansion.

Miscellaneous

We propose to utilise ₹ 39.21 million towards other miscellaneous charges including purchase and installation of rack
storage, fork lifts, battery operated pallet truck, electrical stacker, pallets and auto lift.

An indicative list of activities included in the building and civil works, plant and machinery, utilities, consultancy charges
and other miscellaneous expenses that we intend to fund from the Net Proceeds, along with details of the quotations we
have received in this respect is as follows. The details set out below are certified on behalf of EVL Consultants, by A.
Lokhandwalla, an independent architect and Satish Patankar, an independent certified engineer, through its certificate dated
November 9, 2020.

93
S. Description of equipment / activity Cost per Quantity Amount (₹ Name of the Date of Validity
No. unit (₹ in in million) vendor quotation
As per the certificate dated As per the quotation million)
November 9, 2020 issued on
behalf of EVL Consultants,
by A. Lokhandwalla, an
independent architect and
Satish Patankar, an
independent certified
engineer

Plant and machinery

1. Ystral Conti TDS-5 Ystral Powder Wetting and 18.78* 2 37.56* Ystral October 6, 2020 January 31,
(Transport & Dispersion Dispersing Machine with GMBH 2021
System) accessories in Non-ex version
(including additional
expenses)

2. Intermediate tanks for Conti Twin Shaft Slow Speed Mixer 3.85 4 15.40 Abigail October 7, 2020 January 31,
TDS-5 – 6500 Litres (With scrapper) Enterprises 2021
Private
Limited

3. TSD (“Twin Shaft Twin Shaft Co-Axail Mixer – 3.55 1 3.55 Abigail September 10, January 31,
Dispersor”) 6500 Litres Enterprises 2020 2021
Private
Limited

4. TSD Twin Shaft Co-Axail Mixer – 2.15 1 2.15 Abigail September 10, January 31,
3000 Litres Enterprises 2020 2021
Private
Limited

5. TSD Twin Shaft Co-Axail Mixer – 1.45 2 2.90 Abigail September 10, January 31,
1000 Litres Enterprises 2020 2021
Private
Limited

94
S. Description of equipment / activity Cost per Quantity Amount (₹ Name of the Date of Validity
No. unit (₹ in in million) vendor quotation
As per the certificate dated As per the quotation million)
November 9, 2020 issued on
behalf of EVL Consultants,
by A. Lokhandwalla, an
independent architect and
Satish Patankar, an
independent certified
engineer

6. Day tanks for liquid RM's Storage Tank – 1000 Litres 0.15 6 0.90 Abigail September 10, January 31,
Enterprises 2020 2021
Private
Limited

7. Day tanks for liquid RM’s Storage Tank – 2000 Litres 0.20 7 1.40 Abigail September 10, January 31,
Enterprises 2020 2021
Private
Limited

8. Day tanks for liquid RM's Storage Tank –3000 Litres 0.28 5 1.40 Abigail September 10, January 31,
Enterprises 2020 2021
Private
Limited

9. Day tanks for liquid RM's Storage Tank – 5000 Litres 0.36 3 1.08 Abigail September 10, January 31,
Enterprises 2020 2021
Private
Limited

10. Portable vessels/ blenders for Portable Vessels – 1000 Litres 0.18 4 0.72 Abigail September 10, January 31,
metallic emulsions Enterprises 2020 2021
Private
Limited

11. Let down tanks Mixer Tank with Agitator (20 3.90 6 23.40 GMM September 11, January 31,
KL), MTIG – 22 Pfaudler 2020 2021

95
S. Description of equipment / activity Cost per Quantity Amount (₹ Name of the Date of Validity
No. unit (₹ in in million) vendor quotation
As per the certificate dated As per the quotation million)
November 9, 2020 issued on
behalf of EVL Consultants,
by A. Lokhandwalla, an
independent architect and
Satish Patankar, an
independent certified
engineer

Limited

12. Let down tanks Mixer Tank with Agitator (10 2.80 8 22.40 GMM September 11, January 31,
KL), MTIG – 15 Pfaudler 2020 2021
Limited

13. Let down tanks – for 5 KL Mixer Tank with Agitator (5 2.20 2 4.40 GMM September 11, January 31,
TSD KL), MTIG – 11 Pfaudler 2020 2021
Limited

14. Let Down Tanks for 2 KL Mixer Tank with Agitator (2 1.80 4 7.20 GMM September 11, January 31,
TSD KL), MTIG – 7.5 Pfaudler 2020 2021
Limited

15. Packing lines for 20KL / One x 8 Head Gravimetric 13.28 3 39.84 Mount October 9, 2020 January 30,
10KL Automatic Filling Machine Packaging 2021
(subject to Machinery
variation of Pvt. Ltd.
5% to 10 %
depending
upon bought
out and
import
material
situation)

96
S. Description of equipment / activity Cost per Quantity Amount (₹ Name of the Date of Validity
No. unit (₹ in in million) vendor quotation
As per the certificate dated As per the quotation million)
November 9, 2020 issued on
behalf of EVL Consultants,
by A. Lokhandwalla, an
independent architect and
Satish Patankar, an
independent certified
engineer

16. Packing Lines for 4KL / 1KL One Mount Packaging 27.29 2 54.58 Mount October 8, 2020 January 30,
Automatic Water Base Twin Packaging 2021
Track Paint Filling System (subject to Machinery
variation of Pvt. Ltd.
5% to 10 %
depending
upon bought
out and
import
material
situation)

17. Self-cleaning filters for SIVTEK Self-Cleaning Filter 1.06 5 5.30 Galaxy September 21, January 31,
packing lines + spares Machine Model SF 1600) Sivtek Pvt. 2020 2021
Ltd.

18. Pug Mill – 5T Ribbon blender (pug mill), 2.82 2 5.64 Wel-Fab & September 8, January 31,
double chamber type S.S. with Engineers 2020 2021
separate drive (gross volume-
approx. 5500 litres, batch
capacity – approx. 5000 to
5500 kgs)

19. Pug Mill – 3T Ribbon blender (pug mill), 1.70 1 1.70 Wel-Fab & September 8, January 31,
double chamber type S.S. with Engineers 2020 2021
separate drive (gross volume -
approx. 3250 litres, batch

97
S. Description of equipment / activity Cost per Quantity Amount (₹ Name of the Date of Validity
No. unit (₹ in in million) vendor quotation
As per the certificate dated As per the quotation million)
November 9, 2020 issued on
behalf of EVL Consultants,
by A. Lokhandwalla, an
independent architect and
Satish Patankar, an
independent certified
engineer

capacity – approx. 3000 kgs)

20. Dust Collector System Dust Collection System 3.25 1 3.25 Saitech Hvac September 18, January 31,
Projects (P) 2020 2021
Ltd.

21. Scrubber system above Scrubber System 4.70 1 4.70 Saitech Hvac September 18, January 31,
TSDs/Let Down Tanks Projects (P) 2020 2021
Ltd.

22. Load cells for TSD TWS 20 Ton 0.90 8 7.20 Raj India September 19, January 31,
Capacity – 20 Ton Digitronix 2020 2021
Readability – 5 KG (Mettler-
Class – III Toledo India
Private
Limited)

23. Load cells for Let Down TWS 40 Ton 0.93 6 5.58 Raj India September 19, January 31,
Tanks Capacity – 40 Ton Digitronix 2020 2021
Readability – 1- KG (distributor
Class – III of Mettler-
Toledo India
Private
Limited)

24. Load cells for Let Down TWS 20 Ton 0.90 8 7.20 Raj India September 19, January 31,
Tanks Capacity – 20 Ton Digitronix 2020 2021
Readability – 5 KG (distributor

98
S. Description of equipment / activity Cost per Quantity Amount (₹ Name of the Date of Validity
No. unit (₹ in in million) vendor quotation
As per the certificate dated As per the quotation million)
November 9, 2020 issued on
behalf of EVL Consultants,
by A. Lokhandwalla, an
independent architect and
Satish Patankar, an
independent certified
engineer

Class – III of Mettler-

Toledo India
Private
Limited)

25. Load cells for TSD [3kl/1KL] TWS 5000 SERIES 0.35 9 3.15 Raj India September 17, January 31,
and Load cell for Let Down Readability – 2 kg Digitronix 2020 2021
tanks [5KL/2KL] Capacity - 5000kg (distributor
Class – III of Mettler-
Toledo India
Private
Limited)

26. Load cells for Day Tanks TWS 5000 SERIES 0.48 21 10.08 Raj India September 17, January 31,
Readability – 2 kg Digitronix 2020 2021
Capacity - 5000kg (distributor
Class – III With discharge of Mettler-
valve Toledo India
Private
Limited)

27. Diaphragm Pumps for Liquid Supply of ARO INGERSOLL 0.09 21 1.89 Maxtreme October 21, January 31,
RM transfer to Let Down RAND Make Air Operated Engineering 2020 2021
Tanks Double Diaphragm Pump 2” &
3”.

28. Diaphragm Pumps for Liquid Supply of ARO INGERSOLL 0.125 32 4.00 Maxtreme October 21, January 31,
RAND Make Air Operated

99
S. Description of equipment / activity Cost per Quantity Amount (₹ Name of the Date of Validity
No. unit (₹ in in million) vendor quotation
As per the certificate dated As per the quotation million)
November 9, 2020 issued on
behalf of EVL Consultants,
by A. Lokhandwalla, an
independent architect and
Satish Patankar, an
independent certified
engineer

RM transfer to Day Tanks Double Diaphragm Pump 2” & Engineering 2020 2021
3”.

29. Rack storage for Drum Storage: 400 Pallet 0.62 1 0.62 Indo-Built September 10, January 31,
Barrels/Drums Capacity Storage 2020 2021
Systems Pvt.
Ltd.

30. Robotic Palletisers Filling Line Conveyor System The 5 89.80 ATS October 19, January 31,
quotation Conveyors 2020 2021
does not India Pvt.
provide for Ltd.
cost per unit.

31. Pallet conveyor from packing Filling Line Conveyor System The 1 ATS October 19, January 31,
lines to ASRS quotation Conveyors 2020 2021
does not India Pvt.
provide for Ltd.
cost per unit.

32. Pallet Destackers with chain Filling Line Conveyor System The 1 ATS October 19, January 31,
conveyor (for pallets quotation Conveyors 2020 2021
returning from ASRS) does not India Pvt.
provide for Ltd.
cost per unit.

RMG (Raw Materials Goods) /SILO area

100
S. Description of equipment / activity Cost per Quantity Amount (₹ Name of the Date of Validity
No. unit (₹ in in million) vendor quotation
As per the certificate dated As per the quotation million)
November 9, 2020 issued on
behalf of EVL Consultants,
by A. Lokhandwalla, an
independent architect and
Satish Patankar, an
independent certified
engineer

33. Day Bins 50 cu.m. capacity in Day Bins of approx. 50m3 The The 340.00 Zeppelin October 07, January 31,
lieu of silos capacity quotation quotation SystemsIndi 2020 2021
does not does not a Pvt. Ltd.
provide for provide for
cost per unit. quantity.

34. Gantry Cranes/Hoists with 3T X 15Mtrs Span Single 1.04 1 1.04 S Cranes September 16, January 31,
erection and commissioning Girder EOT Crane Engg. Works 2020 2021

35. Gantry Cranes/Hoists with 3T X 12Mtrs Span Single 0.99 2 1.98 S Cranes September 16, January 31,
erection and commissioning Girder EOT Crane Engg. Works 2020 2021

36. Monorail- for Equipment 15T x 6Mtrs Lift Wire rope 0.64 1 0.64 S Cranes September 16, January 31,
lifting hoist with Electric Trolley Engg. Works 2020 2021

Tank farm area

37. Storage tanks in tank farm Fabrication of 100 KL Tank 2.77 10 27.70 TechsIndia October 21, January 30,
Company 2020 2021

38. Storage tanks in tank farm Fabrication of 50 KL Tank 1.83 6 10.96 TechsIndia October 21, January 30,
Company 2020 2021

Automatic storage and retrieval system (ASRS)

101
S. Description of equipment / activity Cost per Quantity Amount (₹ Name of the Date of Validity
No. unit (₹ in in million) vendor quotation
As per the certificate dated As per the quotation million)
November 9, 2020 issued on
behalf of EVL Consultants,
by A. Lokhandwalla, an
independent architect and
Satish Patankar, an
independent certified
engineer

39. Automatic storage & retrieval ASRS System 198.97 1 198.97 Godrej October 20, January 31,
system (ASRS) for pallets in Consoveyo 2020 2021
Finished goods godown Logistics
inclusive of: Racking System, Automotion
Automated Stacker Crane, Limited
Metal Pallets, Electro
Mechanical Aisle equipment,
Conveyor system, etc.,
Hardware, Installation &
Commissioning

Plant and machinery – total cost 950.14**

Miscellaneous items

40. Rack storage for RMG G+5 Manual Racking for RM 2.82 1 2.82 Godrej October 20, January 31,
Material Storage Consoveyo 2020 2021
Logistics
Automotion
Limited

41. Fork Lifts for ASRS/RMG Electric Forklift for handling 2 0.90 4 3.60 Godrej October 20, January 31,
Ton of Pallet Consoveyo 2020 2021
Logistics
Automotion
Limited

102
S. Description of equipment / activity Cost per Quantity Amount (₹ Name of the Date of Validity
No. unit (₹ in in million) vendor quotation
As per the certificate dated As per the quotation million)
November 9, 2020 issued on
behalf of EVL Consultants,
by A. Lokhandwalla, an
independent architect and
Satish Patankar, an
independent certified
engineer

42. BOPTs for ASRS/RMG Battery Operated Pallet Truck 0.55 3 1.65 Godrej October 20, January 31,
(BOPT) for handling 1 Ton of Consoveyo 2020 2021
Pallet Logistics
Automotion
Limited

43. Electrical Stacker Electric Stacker for handling 1.00 2 2.00 Godrej October 20, January 31,
1.8 Ton of Pallet Consoveyo 2020 2021
Logistics
automation
Limited

44. Pallets- GI Metal Pallets 0.0056 1000 5.60 Godrej October 20, January 31,
Consoveyo 2020 2021
Logistics
Automation
Limited

45. Auto lift to & from packing Stand alone Auto-lift With 6.50 2 13.00 Godrej October 20, January 31,
material stores Infeed & Outfee Conveyor for Consoveyo 2020 2021
18m Height Operation, Logistics
Automation Controls. Automation
Limited

46. Manual racking for PM G+2 Manual Racking for PM 0.0041 400 1.64 Godrej October 20, January 31,
storage Material Storage Consoveyo 2020 2021
Logistics
Automation

103
S. Description of equipment / activity Cost per Quantity Amount (₹ Name of the Date of Validity
No. unit (₹ in in million) vendor quotation
As per the certificate dated As per the quotation million)
November 9, 2020 issued on
behalf of EVL Consultants,
by A. Lokhandwalla, an
independent architect and
Satish Patankar, an
independent certified
engineer

Limited

47. Goods lift/ elevator 2.5 Ton Goods Elevator with 4 3.92 2 7.84 Kone September 11, September 10,
stops without Machine Room Elevator 2020 2021
as per specification India Pvt.
Ltd.

48. Lift/ elevator 8 Passenger Elevator with 4 1.06 1 1.06 Kone September 11, September 10,
stops without Machine Room Elevator 2020 2021
as per specification – 282 – India Pvt.
KONE I MonoSpace R20.1-1 Ltd

Miscellaneous items – total cost 39.21**

Utilities

49. Reverse osmosis plant Reverse Osmosis Plant of 1.57 2 3.14 El Aqua September 11, January 31,
capacity – 10,000 litres per Engineering 2020 2021
hours Concepts

50. Ultra violet system for Ultra-Violet Steriliser 0.37 2 0.74 El Aqua September 11, January 31,
process water flow rate Engineering 2020 2021
Concepts

51. Water softener plant Water Softener 0.21 1 0.21 El Aqua September 11, January 31,
Engineering 2020 2021
Concepts

104
S. Description of equipment / activity Cost per Quantity Amount (₹ Name of the Date of Validity
No. unit (₹ in in million) vendor quotation
As per the certificate dated As per the quotation million)
November 9, 2020 issued on
behalf of EVL Consultants,
by A. Lokhandwalla, an
independent architect and
Satish Patankar, an
independent certified
engineer

52. Screw Chillers Screw Chillers 11.11 2 22.22 Blue Star October 19, March 2021
Limited 2020

53. Cooling towers WCT-ST-W08 – 200 TR 0.20 2 0.4 World September 18, January 31,
bottom, size = Cooling 2020 2021
(2750x2750x3650) direct Tower
driver, fan=1800x4 leaf
aluminium make motor =7.5
HP 710 RPM

54. Cooling towers WCT – ST -W14 – 500 TR 0.49 2 0.98 World September 18, January 31,
bottom, size = Cooling 2020 2021
4500x4500x4250 belt drivr, Tower
motor =15 HP 1400 RPM,
Hindustan make fan
size=3030x6 leaf FRP leap,
aluminium hub

55. Air compressor – 1000 cfm FS Curtis make screw 2.95 2 5.90 Beetaair October 21, February 1,
with drier – with integrated Lubricated, Silenced Version, Solutions 2020 2021
Variable speed drive Variable Frequency Drive Private
Rotary Screw Air Compressor Limited
Model SEMV-215 Base
Mounted Air Compressor
having capacity FAD-Min
405.4 CFM & Max-1013.5
CFM @ 7 bar pressure coupled

105
S. Description of equipment / activity Cost per Quantity Amount (₹ Name of the Date of Validity
No. unit (₹ in in million) vendor quotation
As per the certificate dated As per the quotation million)
November 9, 2020 issued on
behalf of EVL Consultants,
by A. Lokhandwalla, an
independent architect and
Satish Patankar, an
independent certified
engineer

with 215 Horse Power (160

kilowatt) TEFC Motor, IP
55,Class F Insulation, VFD
Starter, Fully Automatic PLC
control Panel with all standard
accessories.

56. Air receivers A Vertical Air Reciever Tank 0.29 4 1.16 Beetaair October 21, February 1,
having capacity of 7.5 m3 Solutions 2020 2021
(7500 liters) with standard Private
fittings like Pressure Gauge, Limited
Safety Valve and Manual
Drain Valve

57. Fire hydrant electrical driven Fire Water Pumping System 13.18 1 13.18 Sterling and September 17, N.A.
pump Wilson 2020
Private
Limited

58. Fire hydrant diesel driven Fire Water Pumping System 1 Sterling and September 17, N.A.
pump Wilson 2020
Private
Limited

59. Fire hydrant jockey pump Fire Water Pumping System 1 Sterling and September 17, N.A.
Wilson 2020
Private

106
S. Description of equipment / activity Cost per Quantity Amount (₹ Name of the Date of Validity
No. unit (₹ in in million) vendor quotation
As per the certificate dated As per the quotation million)
November 9, 2020 issued on
behalf of EVL Consultants,
by A. Lokhandwalla, an
independent architect and
Satish Patankar, an
independent certified
engineer

Limited

60. Fire alarm system Fire Detection and Alarm 14.96 1 14.97 Sterling and September 17, N.A.
System Wilson 2020
Private
Limited

61. Fire Extinguishers Fire Extinguishers System 0.63 1 0.63 Sterling & September 17,
Wilson 2020
N.A.
Private
Limited

62. Fire hydrant system Fire hydrant system 17.49 1 17.49 Sterling & September 17, N.A.
Wilson 2020
Private
Limited

63. Sprinkler system for ASRS Fire Water Sprinkler System 31.52 1 31.53 Sterling & September 17, N.A.
Wilson 2020
Private
Limited

64. Reverse Osmosis Water GRP/SMC tank with HDG Tank – 6.40 1 6.72 Devi October 10, January 31,
Storage Tanks with steel skid base [Size: Polymers 2020 2021
installation 14x14x3mh (588kl gross and Installation – Private Ltd.
529.2 kl effective)] with 0.32
Assembly and Installation of

107
S. Description of equipment / activity Cost per Quantity Amount (₹ Name of the Date of Validity
No. unit (₹ in in million) vendor quotation
As per the certificate dated As per the quotation million)
November 9, 2020 issued on
behalf of EVL Consultants,
by A. Lokhandwalla, an
independent architect and
Satish Patankar, an
independent certified
engineer

tank (HSN Code 998731)

65. Process water storage tank GRP/SMC tank with HDG Tank – 1.68 1 1.76 Devi October 10, January 31,
(Size: 8x7x2mh (112kl gross steel skid base [Size: 8x7x2mh Polymers 2020 2021
and 100.8 kl effective)) (112kl gross and 100.8 kl Installation – Private Ltd.
effective)] with Assembly and 0.08
Installation of tank (HSN Code
998731)

66. Soft water storage tank GRP/SMC tank with HDG Tank – 1.68 1 1.76 Devi October 10, January 31,
steel skid base [Size: 8x7x2mh Polymers 2020 2021
(112kl gross and 100.8 kl Installation – Private Ltd.
effective)] with Assembly and 0.08
Installation of tank (HSN Code
998731)

67. Intermediate process water GRP/SMC tank with HDG Tank – 0.23 1 0.24 Devi October 10, January 31,
tank steel skid base [Size: Polymers 2020 2021
2x2x1.5mh (6kl gross and 5.2 Installation – Private Ltd.
kl effective)] with Assembly 0.01
and Installation of tank (HSN
Code 998731)

68. Intermediate process water GRP/SMC tank with HDG Tank – 0.38 1 0.40 Devi October 10, January 31,
tank steel skid base Size: 3x2x2mh Polymers 2020 2021
(12kl gross & 10.8 kl effective) Installation – Private Ltd.
with Assembly and Installation 0.02

108
S. Description of equipment / activity Cost per Quantity Amount (₹ Name of the Date of Validity
No. unit (₹ in in million) vendor quotation
As per the certificate dated As per the quotation million)
November 9, 2020 issued on
behalf of EVL Consultants,
by A. Lokhandwalla, an
independent architect and
Satish Patankar, an
independent certified
engineer

of tank (HSN Code 998731)

69. Effluent treatment plant Effluent treatment plant with 17.85 1 17.85 Enviro Desal September 18, January 31,
zero liquid discharge System Technologie 2020 2021
s Pvt. Ltd.

70. Weigh bridges Electronic Weighbridge (Pit 0.85 2 1.70 Kunal September 21, January 31,
less/Pit Type –60 T – 16 m x 3 Enterprises 2020 2021
m)

71. Quality Assurance lab Lab Instruments 1 1.73 Aadarsh October 20, January 31,
equipment / instruments Technologie 2020 2021
s

Utilities – total cost 144.72**

Building and civil work

72. Civil works – all structure, Civil Works for proposed 670.00 EVL October 07, N.A.
roads, storm water drains, 50,000 kl paint project at Consultants 2020
toilets and plumbing, earth Pudukkottai, Tamil Nadu
filling, compound wall, etc.

Building and civil work – total cost 670.00**

73. Consultant fee 51.42 EVL September 21, N.A.

(2.85% of Consultants 2020
total project LLP

109
 S. Description of equipment / activity Cost per Quantity Amount (₹ Name of the Date of Validity
No. unit (₹ in in million) vendor quotation
As per the certificate dated As per the quotation million)
November 9, 2020 issued on
behalf of EVL Consultants,
by A. Lokhandwalla, an
independent architect and
Satish Patankar, an
independent certified
engineer

cost)

Total estimated cost 1,855.49**

*Conversion rate: 1 Euro = ₹ 87.00 as on October 6, 2020 (date of the quotation).

** This represents the aggregate cost as certified on behalf of EVL Consultants, by A. Lokhandwalla, an independent architect and Satish Patankar, an independent certified
engineer, in its certificate dated November 9, 2020. Aggregate costs arrived due to rounding off of quotations have not been considered.
Certain quotations are subject to additional costs including freight, installation and commissioning costs, transportation costs, packaging and forwarding costs, insurance,
taxes and other government levies, as applicable, which will be paid from our internal accruals.

110
All quotations received from the vendors mentioned above are valid as on the date of this Red Herring Prospectus.
However, we have not entered into any definitive agreements with any of these vendors and there can be no assurance that
the same vendors would be engaged to eventually supply the equipment or provide the service at the same costs. If there is
any increase in the costs of equipment, the additional costs shall be paid by our Company from its internal accruals. The
quantity of equipment to be purchased is based on the present estimates of our management. Our Company shall have the
flexibility to deploy such equipment in relation to the Proposed Expansion, according to the business requirements of such
facilities and based on the estimates of our management. The actual mode of deployment has not been finalised as on the
date of this Red Herring Prospectus. For further details, see “Risk Factors - We intend to utilise a portion of the Net
Proceeds for funding our capital expenditure requirements and for purchase of tinting machines and gyroshakers. We are
yet to place orders for such capital expenditure and purchase of tinting machines and gyroshakers.”

None of the orders for purchase of the machinery / equipment, as provided above, have been placed as on the date of this
Red Herring Prospectus. Accordingly, orders worth ₹ 1,855.49 million, which constitutes 100% of the total estimated costs
in relation to the Proposed Expansion are yet to be placed. No second-hand or used machinery is proposed to be purchased
out of the Net Proceeds. Each of the units mentioned above is proposed to be acquired in a ready-to-use condition.

Our Promoters, Directors and Key Managerial Personnel do not have any interest in the proposed construction of building
and civil works, acquisition of plant and machinery, utilities, or in the entities from whom we have obtained quotations in
relation to such activities.

Proposed schedule of implementation

The expected schedule of implementation for the Proposed Expansion, as certified on behalf of EVL Consultants, by A.
Lokhandwalla, an independent architect and Satish Patankar, an independent certified engineer pursuant to its certificate
dated November 9, 2020 is as follows:

Particulars of activities Estimated date of commencement Estimated date of completion

Statutory clearances / approvals October 1, 2020 January 15, 2021
Civil design and construction October 1, 2020 January 31, 2022
Engineering and procurement October 1, 2020 November 30, 2021
Erection of equipment and pre- August 1, 2021 July 31, 2022
commissioning activities
Commissioning From August 1, 2022 -

Power and water

In relation to the Proposed Expansion, our Company has existing (i) power supply arrangement with the Tamil Nadu
Generation and Distribution Corporation Ltd. (“TNGDCL”) and (ii) water supply arrangement with SIPCOT. Our
Company will obtain enhancements to the sanctioned electrical load from TNGDCL and water supply from SIPCOT prior
to the commissioning of the expansion. Our Company may install borewells at the Additional Unit to supplement the
requirement of water as and when required.

Government approvals

In relation to the Proposed Expansion, we are required to obtain approvals, which are routine in nature, from certain
governmental or local authorities as provided in the table below and as certified on behalf of EVL Consultants, by A.
Lokhandwalla, an independent architect and Satish Patankar, an independent certified engineer pursuant to its certificate
dated November 9, 2020.

Authorities Initial approvals Final approvals

Nature of Stage at which Nature of approvals Stage at which
approvals approvals are approvals are
required required
Tamil Nadu Pollution Consent to establish Before start of Consent to operate and Before
Control Board construction authorisation for commissioning
operating a facility for
collection, storage and
disposal of hazardous
waste
111
 Authorities Initial approvals Final approvals
Nature of Stage at which Nature of approvals Stage at which
approvals approvals are approvals are
required required
Village Panchayat of In-principle Before start of N.A. N.A.
Panampatti and approval of the construction
Vellanur, Tamil Nadu Proposed
Expansion
District Fire Officer, In-principle Before start of Final Before
Fire Department, Tamil approval of construction approval commissioning
Nadu building layout and
fire-fighting system
Directorate of Town In-principle Before start of N.A. N.A.
and Country Planning, approval of construction
Tamil Nadu building layout
Electrical Inspector, N.A. N.A. Approval Before
Tamil Nadu of commissioning
electrical safety
Tamil Nadu Electricity N.A. N.A. Sanction of Before
Board electrical load commissioning
Inspector of Factories, In-principle Before Certificate of stability Before
Tamil Nadu and Joint approval to placement of and final approval commissioning
Director of Industrial construct, extend or machineries
Safety and Health, take into use any
Thanjavur and Director building as a factory
of Industrial Safety and and approval of
Health, Chennai drawings for
Proposed
Expansion

Our Company has filed applications with the relevant authorities for seeking all initial approvals indicated in the column
“initial approvals” set out in the above table. Our Company undertakes to file necessary applications with the relevant
authorities for obtaining all final approvals as applicable, at the relevant stages as indicated in the column “final approvals”
in the above table. In the event of any unanticipated delay in receipt of such approvals, the proposed schedule
implementation and deployment of the Net Proceeds may be extended or may vary accordingly. For further details on the
pending applications in relation to the Proposed Expansion, see “Government and other approvals – Approvals applied for
in relation to our objects of the Offer i.e. proposed expansion of our Pudukkottai manufacturing facility by setting up of an
additional unit adjacent to the existing facility” and “Risk Factors – Our proposed capacity expansion plans relating to
our manufacturing facilities are subject to the risk of unanticipated delays in implementation and cost overruns” on pages
313 and 28-29, respectively.

II. Purchase of tinting machines and gyroshakers

Emulsions are the largest and among the fastest growing product segment within the Indian decorative paint industry
(Source: F&S Report). The market for emulsions was valued at ₹ 163.9 billion in Fiscal 2019, and is expected to grow at
a CAGR of 13.60% and amount to ₹ 309.5 billion by Fiscal 2024 (Source: F&S Report). Different shades of emulsion
paints are produced through in-shop tinting machines present at dealer outlets. These tinting machines are unique to each
paint manufacturer due to design specifications including with respect to colorants, emulsion bases, fan-decks or shade
cards, and customized software applications. These tinting machines are a prerequisite for dealers who sell emulsion paints.
During the last three fiscals, we installed an average of approximately 1,223 tinting machines every fiscal, and as of
September 30, 2020, we had a total of 4,603 tinting machines across our network of dealers in India. As a result, revenue
generated i.e. invoicing as per contracted price, from sales of our emulsion paints have grown from ₹ 1,858.56 million in
Fiscal 2018 to ₹ 3,121.39 million in Fiscal 2020.

As part of our strategy, in order to increase distribution and sale of our emulsion products, we continue to invest in
populating tinting machines with our dealers. We have been gradually leveraging our growing brand equity and adopting
innovative means to provide tinting machines like tinting machines with inbuilt computers or tabs to achieve this. For
further details on our strategy on populating tinting machines across our dealer network, see “Our Business – Strategies -
Deepen penetration in existing markets and expand presence in select new territories by populating tinting machines” on
112
page 159.

We also place gyro shakers, i.e. a shaking machine, at outlets of our dealers that is used to ensure uniform distribution of
colorants in the paint base to get a uniform shade. Products from the tinting machine are transferred to the gyro shaker for
this purpose. While the tinting machines are unique to each paint manufacturer, gyro shakers are manufacturer-agnostic,
and typically a dealer will have only one gyro shaker in an outlet.

Accordingly, in furtherance of the aforesaid, we intend to purchase tinting machines and gyroshakers for our dealer network
across India and propose to utilise ₹ 500.00 million out of the Net Proceeds towards such purchase.

Our Company has been purchasing tinting machines and gyroshakers from Corob India Private Limited (“Corob”) since
Fiscal 2016. Our Company has entered into the supply agreement dated October 26, 2020 (the “Supply Agreement”) with
Corob for purchase of automatic tinting machines and gyroshakers. The Supply Agreement is valid until March 31, 2024.
Brief details of the Supply Agreement are as follows:

a. Tinting machines –The purchase of tinting machines will include tablets (“Tab”) and certain accessories;

b. Gyroshakers – Gyroshakers are designed with shutter, gyroscopic mixer and manual clamping;

c. Minimum purchase – Our Company has agreed to purchase a minimum of 4,200 units of tinting machines and 2,100
units of gyroshakers;

d. Price and payment– The ex-works price for each tinting machine, along with the Tab and accessories is ₹ 1,18,000
and for each gyroshaker is ₹ 33,216. The freight and taxation charges shall be over and above such price. For Fiscal
2021, the abovementioned price is fixed. Any further increase or decrease in the costs may result in increase or
decrease in such ex-works price y-o-y in the range of 1.5% to 3% on the ex-works price. Such increase or decrease
may be effective for a period from April 1, 2021 to March 31, 2024, pursuant to mutual agreement among our
Company and Corob.

Our Company has agreed that in the event our Company decides to discontinue the purchase of the tinting machines
under the Supply Agreement, our Company shall compensate Corob for a fee along with applicable taxes, which is
equivalent to the price paid by Corob to purchase the outsourced components (i.e. the Tab and the accessories) in
bulk.

The payments to Corob shall be required to be made by our Company within 60 days from the date of invoice;

e. Warranty – The tinting machines are covered under warranty period of 12 months from the date of installation or
14 months from the date of invoice, whichever is earlier. Such warranty covers parts with manufacturing defects
only and excludes any electrical components. The Tab and accessories shall have an original equipment
manufacturing warranty of 12 months from the purchase date. Once such warranty expires, extended warranty from
a third-party service as agreed mutually among our Company and Corob will be applicable. The Supply Agreement
does not provide for any warranty for gyroshakers.

While we propose to utilize ₹ 500.00 million from the Net Proceeds towards purchasing the tinting machines and
gyroshakers, based on our current estimates, the specific number to be purchased by our Company will depend on our
business requirements. An indicative list of tinting machines and gyroshakers that we intend to purchase from Corob from
the Net Proceeds, along with the proposed schedule of deployment, have been set out below:

Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024

Tinting machines
Number of tinting machines (in units) (A) 1,045 1,283 1,378
Ex-works price per tinting machine# (in ₹ million) (B) 0.12 0.12 0.12
Total cost for purchase of tinting machines (A*B) 123.31 151.34 162.54
(C)
Gyroshakers
Number of gyroshakers (in units) (D) 550 620 725
Ex-works price per gyroshaker# (in ₹ million) (E) 0.03 0.03 0.03
Total cost for purchase of gyroshakers (D*E) (F) 18.27 20.59 24.08
Total cost (C + F)* 141.58 171.93 186.50*
113
# This does not include any increase or decrease in price as provided under “- Price and payment” on page 113. Ex-works refers to the
price of the product excluding the transportation costs, which will be borne by our Company.
*The total cost aggregates to ₹ 500.13 million, however, our Company will deploy ₹ 500.00 million towards this object and the remaining
amount of ₹ 0.13 million will be deployed from our internal accruals.

None of the orders for purchase of the tinting machines and gyroshakers, as provided above, have been placed as on the
date of this Red Herring Prospectus. Accordingly, orders worth ₹ 500.13 million, which constitutes 100% of the total
estimated costs in relation to the purchase of tinting machines and gyroshakers are yet to be placed. No second-hand or
used machine is proposed to be purchased out of the Net Proceeds. Each of the units mentioned above is proposed to be
purchased in a ready-to-use condition.

III. Repayment/pre-payment of all or certain of our borrowings

Our Company has entered into financing arrangements for availing terms loans and working capital loans. For disclosure
of our borrowings as at September 30, 2020 as required by Schedule III of the Companies Act, 2013, see “Restated
Financial Statements – Annexure VII – Notes to Restated Ind AS Summary Statement – Note 13” beginning on page 244.
Also see “Financial Indebtedness” beginning on page 267.

We may repay or refinance some loans set out in the table below, prior to Allotment. In such a situation, we may utilise
the Net Proceeds for part or full repayment of any such additional loan or loans obtained to refinance any of our existing
loans.

We may choose to repay or pre-pay certain borrowings availed by us, other than those identified in the table below, which
may include additional borrowings we may avail after the filing of this Red Herring Prospectus. Given the nature of these
borrowings and the terms of repayment/pre-payment, the aggregate outstanding borrowing amounts may vary from time
to time. In light of the above, at the time of filing this Red Herring Prospectus, the table below shall be suitably updated to
reflect the revised amounts or loans as the case may be which have been availed by us. In the event our Board deems
appropriate, the amount allocated for estimated schedule of deployment of Net Proceeds in a particular fiscal may be repaid/
pre-paid in part or full by our Company in the subsequent fiscal. The selection of borrowings proposed to be repaid/pre-
paid by us shall be based on various factors including (i) any conditions attached to the borrowings restricting our ability
to prepay the borrowings and time taken to fulfil such requirements, (ii) levy of any prepayment penalties and the quantum
thereof, and (iii) other commercial considerations including, among others, the interest rate on the loan facility, the amount
of the loan outstanding and the remaining tenor of the loan. Further, our Company has obtained a written consent from the
relevant lender for undertaking the Offer.

We believe that such repayment or prepayment will help reduce our outstanding indebtedness and our debt-equity ratio
and enable utilization of our internal accruals for further investment in business growth and expansion in new projects. In
addition, we believe that the strength of our balance sheet and our leverage capacity will further improve, which shall
enable us to raise further capital in the future at competitive rates to fund potential business development opportunities and
plans to grow and expand our business in the coming years.

We propose to utilise an amount of ₹ 250.00 million from the Net Proceeds towards repayment or prepayment, in part or
full, of certain borrowings listed in the table below. The following table provides details of certain borrowings availed by
us which are outstanding as on September 30, 2020, out of which we may repay or prepay, in full or in part, any or all of
the borrowings from the Net Proceeds:

Name of Nature of Principal Principal Principal Interest Repayment Purpose for

Bank/ borrowing loan loan loan rate (% per schedule which
Financial amount amount amount annum) disbursed
institution sanctioned disbursed outstanding loan
as on as on as on amount
September September September was
30, 2020 30, 2020 30, 2020 utilised*
(Rs. in (Rs. in (Rs. in
million) million) million)

HDFC Bank Term loan I 330.00 330.00 226.08 9.80 % Loan is Capital
(MCLR + repayable in expenditure
140 bps) 60 equal
monthly
instalments
114
 Name of Nature of Principal Principal Principal Interest Repayment Purpose for
Bank/ borrowing loan loan loan rate (% per schedule which
Financial amount amount amount annum) disbursed
institution sanctioned disbursed outstanding loan
as on as on as on amount
September September September was
30, 2020 30, 2020 30, 2020 utilised*
(Rs. in (Rs. in (Rs. in
million) million) million)

beginning
from April
2019.

HDFC Bank Term loan II 141.00 140.98 74.46 9.50 % Loan is Capital
(MCLR + repayable in expenditure
110 bps) 60 equal
monthly
instalments
beginning
from
August
2018.

Total - 471.00 470.98 300.54 - - -

* In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, which requires a certificate
from the statutory auditor, certifying the utilization of loan for the purposes availed, our Company has obtained the
requisite certificate.

IV. General corporate purposes

Our Company proposes to deploy the balance Net Proceeds aggregating to ₹ [●] million towards general corporate
purposes, subject to such amount not exceeding 25% of the Net Proceeds, in compliance with the SEBI ICDR Regulations.
The general corporate purposes for which our Company proposes to utilise Net Proceeds include strategic initiatives,
funding growth opportunities, including acquisitions and meeting exigencies, brand building, meeting expenses incurred
by our Company and strengthening of our manufacturing capabilities, as may be applicable.

In addition to the above, our Company may utilise the Net Proceeds towards other expenditure considered expedient and
as approved periodically by our Board, subject to compliance with necessary provisions of the Companies Act. The
quantum of utilisation of funds towards each of the above purposes will be determined by our Board, based on the amount
actually available under this head and the business requirements of our Company, from time to time. Our Company’s
management shall have flexibility in utilising surplus amounts, if any.

Offer Expenses

The total expenses of the Offer are estimated to be approximately ₹ [●] million.

The Offer related expenses primarily include fees payable to the Book Running Lead Managers and legal counsels, fees
payable to the Auditors, brokerage and selling commission, underwriting commission, commission payable to Registered
Brokers, RTAs, CDPs, SCSBs’ fees, Sponsor Bank’s fees, Registrar’s fees, printing and stationery expenses, advertising
and marketing expenses and all other incidental and miscellaneous expenses for listing the Equity Shares on the Stock
Exchanges.

Other than (i) the listing fees, which will be solely borne by our Company; and (ii) fees for counsel to the Selling
Shareholders, if any, which shall be solely borne by such Selling Shareholder, all Offer expenses will be shared, upon
successful completion of the Offer, between our Company and the Selling Shareholders on a pro-rata basis, in proportion
to the Equity Shares issued and allotted by our Company in the Fresh Issue and the Offered Shares sold by the Selling
Shareholders in the Offer for Sale, respectively. Any expenses paid by our Company on behalf of the Selling Shareholders
in the first instance will be reimbursed to our Company, by the Selling Shareholders to the extent of its respective proportion
of Offer related expenses, directly from the Public Offer Account. In the event the Offer is not successfully completed
115
and/or withdrawn and/or abandoned, all such cost and expenses shall be borne by our Company. The estimated Offer
related expenses are as under:

Activity Estimated As a % of the total As a % of the total

expenses(1) estimated Offer Offer size(1)
(in ₹ million) expenses(1)

Book Running Lead Managers’ fees [●] [●] [●]

Commission/processing fee for SCSBs, Sponsor [●] [●] [●]
Bank and Bankers to the Offer. Brokerage,
underwriting commission and selling commission
and bidding charges for Members of the Syndicate,
Registered Brokers, RTAs and CDPs (2)(3)(4)(5)
Fees payable to the Registrar to the Offer [●] [●] [●]
Fees payable to the other advisors to the Offer [●] [●] [●]
Others
- Listing fees, SEBI filing fees, upload fees, [●] [●] [●]
BSE & NSE processing fees, book building
software fees and other regulatory expenses
- Printing and stationery [●] [●] [●]
- Advertising and marketing expenses [●] [●] [●]
- Fee payable to legal counsels [●] [●] [●]
- Miscellaneous [●] [●] [●]
Total estimated Offer expenses [●] [●] [●]
(1)
Amounts will be finalised and incorporated in the Prospectus on determination of Offer Price
(2)
Selling commission payable to the SCSBs on the portion for Retail Individual Bidders, Eligible Employees and Non-
Institutional Bidders, which are directly procured by the SCSBs, would be as follows:
Portion for Retail Individual Bidders* 0.35% of the Amount Allotted* (plus applicable taxes)
Portion for Eligible Employees* 0.25% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.20% of the Amount Allotted* (plus applicable taxes)
*
Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price
(3)
No processing fees shall be payable by our Company and the Selling Shareholders to the SCSBs on the applications
directly procured by them.

Processing fees payable to the SCSBs on the portion for Retail Individual Bidders, Eligible Employees and Non-
Institutional Bidders which are procured by the members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/
CDPs and submitted to SCSB for blocking, would be as follows:

Portion for Retail Individual Bidders ₹10 per valid Bid cum Application Form (plus applicable taxes)
Portion for Eligible Employees ₹10 per valid Bid cum Application Form (plus applicable taxes)
Portion for Non-Institutional Bidders ₹10 per valid Bid cum Application Form (plus applicable taxes)

(4)
The Processing fees for applications made by Retail Individual Bidders using the UPI Mechanism would be as follows:
₹8 per valid Bid cum Application Form* (plus applicable taxes)

The Sponsor Bank shall be responsible for making payments to

Sponsor Bank the third parties such as remitter bank, NPCI and such other
parties as required in connection with the performance of its
duties under the SEBI circulars, the Syndicate Agreement and
other applicable laws.

*For each valid application

(5)
Selling commission on the portion for Retail Individual Bidders (using UPI mechanism), Eligible Employees and Non-
Institutional Bidders which are procured by members of the Syndicate (including their sub-Syndicate Members),
Registered Brokers, RTAs and CDPs or for using 3-in1 type accounts- linked online trading, demat & bank account
provided by some of the brokers which are members of Syndicate (including their Sub-Syndicate Members) would be
as follows:
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 Portion for Retail Individual Bidders* 0.35% of the Amount Allotted* (plus applicable taxes)
*
Portion for Eligible Employees 0.25% of the Amount Allotted* (plus applicable taxes)
*
Portion for Non-Institutional Bidders 0.20% of the Amount Allotted* (plus applicable taxes)
*
Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price

Uploading Charges/ Processing Charges of Rs.30/- valid application (plus applicable taxes) are applicable only in
case of bid uploaded by the members of the Syndicate, RTAs and CDPs:

• for applications made by Retail Individual Investors using the UPI Mechanism

Uploading Charges/ Processing Charges of Rs.10/- valid application (plus applicable taxes) are applicable only in
case of bid uploaded by the members of the Syndicate, RTAs and CDPs:

• for applications made by Retail Individual Investors using 3-in-1 type accounts
• for Non-Institutional Bids using Syndicate ASBA mechanism / using 3- in -1 type accounts,

The Bidding/uploading charges payable to the Syndicate / Sub-Syndicate Members, RTAs and CDPs will be determined
on the basis of the bidding terminal id as captured in the bid book of BSE or NSE.

For Registered Brokers

Selling commission payable to the registered brokers on the portion Non-Institutional Bidders which are directly
procured by the Registered Brokers and submitted to SCSB for processing would be as follows:

Portion for Retail Individual Bidders & Non- ₹ 10/- per valid application* (plus applicable taxes)
Institutional Bidders
*Based on valid applications.

Interim use of Net Proceeds

Pending utilisation of the Net Proceeds for the purposes described above, our Company will temporarily invest the Net
Proceeds in deposits in one or more scheduled commercial banks included in the Second Schedule of Reserve Bank of
India Act, 1934, as may be approved by our Board. In accordance with Section 27 of the Companies Act, 2013, our
Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of any other
listed company or for any investment in the equity markets.

Appraising entity

None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.

Bridge financing facilities

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

Monitoring of utilisation of funds

Our Company has appointed ICICI Bank Limited as the monitoring agency in accordance with Regulation 41 of the SEBI
ICDR Regulations. Our Company will disclose the utilisation of the Net Proceeds, including interim use under a separate
head in our balance sheet for such fiscals as required under applicable law, specifying the purposes for which the Net
Proceeds have been utilised. Our Company will also, in its balance sheet for the applicable fiscals, provide details, if any,
in relation to all such Net Proceeds that have not been utilised, if any, of such currently unutilised Net Proceeds. Our
Company will indicate investments, if any, of unutilised Net Proceeds in the balance sheet of our Company for the relevant
fiscals subsequent to receipt of listing and trading approvals from the Stock Exchanges.

Pursuant to Regulation 32(3) of the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the
Audit Committee the uses and applications of the Net Proceeds. On an annual basis, our Company shall prepare a statement
of funds utilised for purposes other than those stated in this Red Herring Prospectus and place it before the Audit Committee
and make other disclosures as may be required until such time as the Net Proceeds remain unutilised. Such disclosure shall
be made only until such time that all the Net Proceeds have been utilised in full. The statement shall be certified by the

117
statutory auditor of our Company. Furthermore, in accordance with Regulation 32(1) of the SEBI Listing Regulations, our
Company shall furnish to the Stock Exchanges on a quarterly basis, a statement indicating (i) deviations, if any, in the
actual utilisation of the proceeds of the Fresh Issue from the objects of the Fresh Issue as stated above; and (ii) details of
category wise variations in the actual utilisation of the proceeds of the Fresh Issue from the objects of the Fresh Issue as
stated above. This information will also be published in newspapers simultaneously with the interim or annual financial
results and explanation for such variation (if any) will be included in our Director’s report, after placing the same before
the Audit Committee.

Variation in Objects

In accordance with Sections 13(8) and 27 of the Companies Act and applicable rules, our Company shall not vary the
objects of the Offer without our Company being authorised to do so by the Shareholders by way of a special resolution. In
addition, the notice issued to the Shareholders in relation to the passing of such special resolution (the “Notice”) shall
specify the prescribed details, including justification for such variation and be published and placed on website of our
Company, in accordance with the Companies Act, 2013, read with relevant rules.

The Notice shall simultaneously be published in the newspapers, one in English and one in the vernacular language of the
jurisdiction where our Registered and Corporate Office is situated. Pursuant to Section 13(8) of the Companies Act, 2013,
our Promoters or controlling Shareholders will be required to provide an exit opportunity to the Shareholders who do not
agree to such proposal to vary the objects, subject to the provisions of the Companies Act, 2013 and in accordance with
such terms and conditions, including in respect of pricing of the Equity Shares, in accordance with our Articles of
Association, the Companies Act, 2013 and the SEBI ICDR Regulations.

Other confirmations

Except to the extent of the proceeds received pursuant to the Offer for Sale, none of our Promoters, Directors, KMPs or
Promoter Group will receive any portion of the Offer Proceeds and there are no material existing or anticipated transactions
in relation to utilization of the Net Proceeds with our Promoters, Directors, KMPs or Promoter Group.

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 BASIS FOR OFFER PRICE

The Offer Price will be determined by our Company and the Selling Shareholders, in consultation with the Book Running
Lead Managers, on the basis of assessment of market demand for the Equity Shares offered through the Book Building
Process and on the basis of quantitative and qualitative factors as described below. The face value of the Equity Shares is
₹10 each and the Offer Price is [●] times the Floor Price and [●] times the Cap Price. Investors should also see “Our
Business”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and “Restated Financial Statements” beginning on pages 154, 23, 272 and 207, respectively, to have an informed view
before making an investment decision.

Qualitative Factors

We believe the following business strengths allow us to successfully compete in the industry:

• Track record of consistent growth in a fast growing industry with significant entry barriers;
• Differentiated products leading to greater brand recognition and enabling expansion into a complete range of
decorative paint products;
• Focused brand-building initiatives to gradually build brand equity;
• Extensive distribution network for better brand penetration;
• Leveraged brand equity and distribution network to populate tinting machines;
• Strategically located manufacturing facilities with proximity to raw materials; and
• Well-qualified and professional management team with a committed employee base.

For details, see “Our Business – Strengths” on pages 155-158.

Quantitative Factors

Some of the information presented below relating to our Company is derived from the Restated Financial Statements. For
details, see “Restated Financial Statements” beginning on page 207.

Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:

A. Basic and Diluted Earnings Per Share (“EPS”) as adjusted for change in capital:

Fiscal Year ended Basic EPS (in ₹) Diluted EPS (in Weight
₹)
March 31, 2018 2.88 2.82 1
March 31, 2019 5.98 5.90 2
March 31, 2020 10.61 10.49 3
Weighted Average 7.78 7.68
For six months ended September 30, 2020* 6.03 5.97
*
Not annualized
(i) Basic and diluted earnings per Equity Share are computed in accordance with Indian Accounting Standard (Ind AS) 33 ‘Earnings
per Share’ prescribed under section 133 of the Companies Act, 2013 read with rule 3 of the Companies (Indian Accounting
Standards) Rules, 2015 (as amended) read with the requirement of SEBI ICDR Regulations.

(ii) The ratios have been computed as below:

Basic earnings per share (Rs.) = Restated profit after tax

Weighted average number of shares considered for calculating
basic EPS
Diluted earnings per share (Rs.) = Restated profit after tax
Weighted average number of shares considered for calculating
diluted EPS

(iii) Weighted Average Number of Shares is the number of shares outstanding at the beginning of the year adjusted by the number of
shares issued during the year multiplied by the time weighting factor. The time weighting factor is the number of days for which
the specific shares are outstanding as a proportion of total number of days during the year.

(iv) The Weighted Average basic and diluted EPS is a product of basic and diluted EPS and respective assigned weight, dividing the
resultant by total aggregate weight. Weights applied have been determined by the management of the Company.

119
 (v) Pursuant to re-classification of Class A1 Equity Shares and Class A2 Equity Shares to ordinary Equity Shares in the authorised
share capital of our Company on October 26, 2020, 3,250 Class A1 Equity Shares and 3,250 Class A2 Equity Shares held by
Sequoia IV were re-classified to 6,500 ordinary Equity Shares.
(vi) An aggregate of 455,325 options were exercised by certain employees of the Company on January 5, 2021, pursuant to which
455,325 Equity Shares were allotted to such employees. The same have not been taken into account for the purpose of computation
of EPS given above.

B. Price/Earning (“P/E”) ratio in relation to the Price Band of ₹ [●] to ₹ [●] per Equity Share:

Particulars P/E at the Floor Price (no. P/E at the Cap Price (no. of
of times) times)
Based on basic EPS for Fiscal 2020 [●] [●]
Based on diluted EPS for Fiscal 2020 [●] [●]

Industry Peer Group P/E ratio

Particulars Industry P/E

Highest 115.33
Lowest 47.41
Average 81.10
The industry high and low has been considered from the industry peer set provided later in this section. The industry composite has been
calculated as the arithmetic average of P/E for industry peer set disclosed in this section. For further details, see “– Comparison with listed
industry peers” on page 121.

C. Return on Net Worth (“RoNW”)

Fiscal Year ended RoNW (%) Weight

March 31, 2018 10.09 1
March 31, 2019 18.22 2
March 31, 2020 24.27 3
Weighted Average 19.89
For six months ended September 30, 2020* 12.12
*
Not annualized
Restated profit for the year/ period
(i) Return on Net Worth (%)= Total equity

(ii) “Total Equity” is computed as the sum of the aggregate of paid up equity share capital, instruments entirely in the nature of equity
and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account. Return
on Net Worth is calculated as Restated profit after tax for the year divided by Total equity at the end of the year.

(iii) The weighted average return on net worth is a product of return on net worth and respective assigned weight dividing the resultant
by total aggregate weight. Weights applied have been determined by the management of the Company.

(iv) An aggregate of 455,325 options were exercised by certain employees of the Company on January 5, 2021, pursuant to which 455,325
Equity Shares were allotted to such employees. The same have not been taken into account for the purpose of computation of RoNW
given above.

D. Net Asset Value (“NAV”) per Equity Share of face value of ₹ 10 each

Fiscal year ended/ Period ended NAV per Equity Share NAV per Equity Share
(basic) (₹)(iii) (diluted) (₹)(iv)
As on September 30, 2020 49.75 49.20
As on March 31, 2020 43.69 43.23
After the completion of the Offer At Floor Price: [●] At Floor Price: [●]
At Cap Price: [●] At Cap Price: [●]
Offer Price [●] [●]
(i) Offer Price per Equity Share will be determined on conclusion of the Book Building Process.

(ii) Net worth is computed as the sum of the aggregate of paid up equity share capital, instruments entirely in the nature of equity and
all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account.

(iii) The Board of Directors and the Shareholders in its meeting dated December 19, 2020 and December 22, 2020, respectively,
approved conversion of the balance CCCPS as on September 30, 2020 into ordinary Equity shares in the conversion ratio of 1:1
as per share purchase agreements dated August 07, 2014 and February 8, 2016. There are no other changes in the Equity Share
capital of our Company.

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 (iv) For the purpose of calculation of basic restated net asset value the total number of shares for outstanding as at March 31, 2020
and September 30, 2020 represents the aggregate of equity shares and 0.001% Compulsory convertible cumulative preference
shares (CCCPS) as at the end of respective period.

(v) For the purpose of calculation of diluted restated net asset value the total number of shares considered for calculation of basic net
asset value is adjusted with the outstanding employee stock options as the respective period/year end.

(vi) Pursuant to re-classification of Class A1 Equity Shares and Class A2 Equity Shares to ordinary Equity Shares in the authorised
share capital of our Company on October 26, 2020, 3,250 Class A1 Equity Shares and 3,250 Class A2 Equity Shares held by
Sequoia IV were re-classified to 6,500 ordinary Equity Shares.

(vii) The number of Equity Shares considered for calculation of basic earnings per share pre-conversion and post-conversion are same,
since the CCCPS were considered for calculation of basic earnings per share prior to the conversion of CCCPS also in accordance
with the Ind AS 33.

(viii) An aggregate of 455,325 options were exercised by certain employees of the Company on January 5, 2021, pursuant to which
455,325 Equity Shares were allotted to such employees. The same have not been taken into account for the purpose of computation
of NAV given above.

E. Comparison of Accounting Ratios with Listed Industry Peers

The following peer group has been determined on the basis of companies listed on Indian stock exchanges, whose
business profile is comparable to our businesses:

Name of the Total Face Value P/E EPS (Basic) EPS RoNW (%) NAV per
company income (₹ per equity (₹) (Diluted) equity
in million) share (₹) (₹) share
(basic) (₹)
Indigo Paints 6,264.36 10 [●] 10.61 10.49 24.27% 43.69
Limited*
Listed Peers
Asian Paints 205,155.60 1 97.48 28.25 28.25 27.39% 105.61
Limited
Berger Paints India 64,343.40 1 115.33 6.76 6.75 24.66% 27.39
Limited
Kansai Nerolac 53,055.00 1 64.19 9.67 9.67 13.72% 69.77
Paints Limited
Akzo Nobel India 26,994.00 10 47.41 52.13 52.13 19.18% 271.85
Limited
Source: All the financial information for listed industry peers mentioned above is on a consolidated basis (unless otherwise available only on
standalone basis) and is sourced from the financial statements of the respective company for the year ended March 31, 2020 submitted to
stock exchanges.
* Financial information for Indigo Paints Limited is derived from the Restated Financial Statements for the financial year ended March 31,
2020.
Notes:
1. Basic EPS and Diluted EPS refer to the Basic EPS and Diluted EPS sourced from the financial statements of the respective company for
the year ended March 31, 2020.
2. P/E Ratio has been computed based on the closing market price of equity shares on NSE on January 4, 2021 divided by the Diluted EPS
provided under Note 1.
3. For listed peers, RoNW is computed as profit after tax for the year divided by closing net worth. Net worth has been computed as sum of
equity share capital, other equity (excluding non-controlling interests), as applicable.
4. Net Asset Value (“NAV”) is computed as the closing net worth divided by the equity shares outstanding as on March 31, 2020.

F. The Offer Price is [●] times of the face value of the Equity Shares

The Offer Price of ₹ [●], and Employee Discount of up to 10% per Equity Share has been determined by our
Company and the Selling Shareholders in consultation with the Book Running Lead Managers, on the basis of
market demand from investors for Equity Shares through the Book Building Process and is justified in view of
the above qualitative and quantitative parameters.

Investors should read the abovementioned information along with “Risk Factors”, “Our Business”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated
Financial Statements” beginning on pages 23, 154, 272 and 207, respectively, to have a more informed view.

121
 STATEMENT OF SPECIAL TAX BENEFITS

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS UNDER THE APPLICABLE LAWS IN INDIA

The Board of Directors

Indigo Paints Limited
(formerly known as Indigo Paints Private Limited)
Indigo Tower, Street – 5
Pallod Farm – 2, Baner Road
Pune – 411045
Maharashtra, India.

Dear Sirs/Madams,

Statement of Possible Tax Benefits available to Indigo Paints Limited and its shareholders under the Indian tax
laws

We hereby confirm that the enclosed Annexure 1 & 2 (together the “Annexures”), prepared by Indigo Paints Limited
(formerly known as Indigo Paints Private Limited), (hereinafter referred as the ‘Company’), provides the possible special
tax benefits available to the Company and to the shareholders of the Company under the Income-tax Act, 1961 (the “Act”)
as amended by the Finance Act 2020, i.e. applicable for the Financial Year 2020-21 relevant to the assessment year 2021-
22, the Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 (“GST Act”), the
Customs Act, 1962 (“Customs Act”) and the Customs Tariff Act, 1975 (“Tariff Act”) as amended by the Finance Act 2020,
i.e., applicable for the Financial Year 2020-21 relevant to the assessment year 2021-22, presently in force in India (together,
the ‘Tax Laws’ ). This statement can be included in the (i) draft red herring prospectus proposed to be filed with the
Securities and Exchange Board of India (“SEBI”), BSE Limited and National Stock Exchange of India Limited
(collectively, the “Stock Exchanges”); (ii) red herring prospectus proposed to be filed with SEBI, the Stock Exchanges and
the Registrar of Companies, Maharashtra at Pune (“Registrar of Companies”); and (iii) prospectus proposed to be filed
with SEBI, the Stock Exchanges and the Registrar of Companies for the proposed initial public offer through a fresh
issuance of equity shares of face value Rs 10 each, of the Company: and offer for sale by the certain selling shareholders
of the Company (the “Offer”), as required under the provisions of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended. Several of these benefits are dependent on the
Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the Act. Hence, the ability
of the Company and / or its shareholders to derive the special tax benefits is dependent upon their fulfilling such conditions
which, based on business imperatives the Company faces in the future, the Company or its shareholders may or may not
choose to fulfil.

1. The benefits discussed in the enclosed Annexures are not exhaustive and the preparation of the contents stated is the
responsibility of the Company’s management. We are informed that this statement is only intended to provide general
information to the investors and 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.

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

i) the Company or its shareholders will continue to obtain these benefits in future;
ii) the conditions prescribed for availing the benefits have been / would be met with; and
iii) the revenue authorities/courts will concur with the views expressed herein.

3. The contents of the enclosed Annexures are based on information, explanations and representations obtained from the
Company and on the basis of their understanding of the business activities and operations of the Company.

4. This Statement is issued solely in connection with the Offer and is not to be used, referred to or distributed for any
other purpose.

122
For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Tridevlal Khandelwal

Partner

Membership Number: 501160

Place of Signature: Pune

Date: November 08, 2020

123
 ANNEXURE 1 TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND
ITS SHAREHOLDERS UNDER THE APPLICABLE TAX LAWS IN INDIA

Under the Income-Tax Act, 1961 (hereinafter referred to as ‘the Act’), as amended by the Finance Act 2020,
applicable for Financial Year 2020-21 relevant to Assessment Year 2021-22.

1. This Annexure sets out only the possible special tax benefits available to the Company and the shareholders under
the current Income-tax Act, 1961 i.e. the Act as amended by the Finance Act, 2020 applicable for the Financial
Year 2020-21 relevant to the Assessment Year 2021-22, presently in force in India.

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

3. Special tax benefits available to the Company under the Act

3.1. Lower corporate tax rate under Section 115BAA of the Act

Section 115BAA of the Act has been inserted by the Taxation Laws (Amendment) Act, 2019 (“the Amendment
Act, 2019”) w.e.f. April 1, 2020 (assessment year) granting an option to domestic companies to compute corporate
tax at a reduced rate of 25.168% (22% plus surcharge of 10% and cess of 4%), provided such companies do not
avail the following deductions/exemptions:

I. Deduction under the provisions of section 10AA (deduction for units in Special Economic Zone;
II. Deduction under clause (iia) of sub-section (1) of section 32 (Additional depreciation);
III. Deduction under section 32AD or section 33AB or section 33ABA (Investment allowance in backward
areas, Investment deposit account, site restoration fund);
IV. Deduction under sub-clause (ii) or sub-clause (iia) or sub-clause (iii) of sub-section (1) or sub-section
(2AA) or sub-section (2AB) of section 35 (Expenditure on scientific research);
V. Deduction under section 35AD or section 35CCC (Deduction for specified business, agricultural
extension project);
VI. Deduction under section 35CCD (Expenditure on skill development)
VII. Deduction under any provisions of Chapter VI-A other than the provisions of section 80JJAA or Section
80M;
VIII. No set off of any loss carried forward or depreciation from any earlier assessment year, if such loss or
depreciation is attributable to any of the deductions referred from clause I) to VII) above; and
IX. No set off of any loss or allowance for unabsorbed depreciation deemed so under section 72A, if such
loss or depreciation is attributable to any of the deductions referred from clause I) to VIII) above.

In case a company opts for section 115BAA of the Act, provisions of Minimum Alternate Tax [“MAT”] under
section 115JB of the Act would not be applicable and MAT credit of the earlier year(s) will not be available for
set-off. The option needs to be exercised on or before the due date of filing the tax return. Option once exercised,
cannot be subsequently withdrawn for the same or any other tax year.

The Company has represented to us that they have opted to apply section 115BAA of the Act for the assessment
year 2020-2021.

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3.2. Deductions from Gross Total Income - Section 80 JJAA of the Act - Deduction in respect of employment of new
employees

Subject to fulfilment of prescribed conditions, the Company is entitled to claim deduction, under the provisions
of Section 80JJAA of the Act, of an amount equal to thirty per cent of additional employee cost (relating to
specified category of employees) incurred in the course of business in the previous year, for three assessment
years including the assessment year relevant to the previous year in which such employment is provided.

4. Special tax benefits available to Shareholders

There are no special tax benefits available to the Shareholders of the Company for investing in the shares of the
Company.

5. NOTES:

5.1. This Annexure sets out only the possible tax benefits available to the company and the shareholders under the
current Income Tax Act, 1961 i.e the Act as amended by the Finance Act, 2020 applicable for Financial year 2020-
21 relevant to the Assessment year 2021-22, presently in force in India.

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

5.3. The above statement covers only certain special tax benefits under the Act, read with the relevant rules, circulars
and notifications and does not cover any benefit under any other law in force in India. This statement also does
not discuss any tax consequences, in the country outside India, of an investment in the shares of an Indian
company.

5.4. The above statement of possible special tax benefits is as per the current direct tax laws relevant for the assessment
year 2021-22. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions
prescribed under the relevant provisions of the Tax Laws.

5.5. The Company has evaluated and decided to exercise the option permitted under Section 115BAA of the Act for
the purpose of computing its income-tax liability for the Financial Year 2019-20 and accordingly, the special
direct tax benefits, available for Financial Year 2020-21, are captured to the extent the same are relevant to a
Company exercising such option. In this regard, it may also be noted that such option for Financial Year 2019-20
is yet to be exercised by the Company which could be done along with furnishing of tax return of the Company
for Financial Year 2019-20. The option once exercised cannot be subsequently withdrawn for the same or any
other Financial Year.

For Indigo Paints Limited

Chief Financial Officer

Place: Pune

Date: November 08, 2020

125
 ANNEXURE 2 TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND
ITS SHAREHOLDERS UNDER THE APPLICABLE TAX LAWS IN INDIA

Outlined below are the possible special tax benefits available to the Company and its Shareholders under the Central Goods
and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 and applicable State Goods and Services
Tax Act, 2017 (“GST Acts”), the Customs Act, 1962 (“Customs Act”) and the Customs Tariff Act, 1975 (“Tariff Act”), as
amended by the Finance Act 2020 applicable for the Financial Year 2020-21 (unless otherwise specified), presently in
force in India.

1. Special indirect tax benefits available to the Company

There are no special tax benefits available to the Company under GST law and any other laws mentioned above.

2. Special tax benefits available to Shareholders

The Shareholders of the Company are not entitled to any special tax benefits under indirect tax laws.

3. Notes:

3.1 This Annexure sets out only the possible special tax benefits available to the Company and its Shareholders under
the Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 and applicable
State Goods and Services Tax Act, 2017 (“GST Acts”), the Customs Act, 1962 (“Customs Act”) and the Customs
Tariff Act, 1975 (“Tariff Act”), as amended by the Finance Act 2020 applicable for the Financial Year 2020-21
(unless otherwise specified), presently in force in India.

3.2 This Annexure 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, 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 Proposed IPO.

3.3 This annexure covers only indirect tax laws benefits and does not cover any income tax law benefits or benefit
under any other law.

3.4 These comments are based upon the provisions of the specified indirect tax laws, and judicial interpretation thereof
prevailing in the country, as on the date of this Annexure.

3.5 No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views
are based on the existing provisions of law and its interpretation, which are subject to changes from time to time.
We do not assume responsibility to update the views consequent to such changes.

For Indigo Paints Limited

Chief Financial Officer

Place: Pune

Date: November 08, 2020

126
 SECTION IV: ABOUT OUR COMPANY

INDUSTRY OVERVIEW

Unless otherwise indicated, the information in this section is obtained or extracted from “Independent Market Report for
Paints Sector in India” dated November 9, 2020 (the “F&S Report”) prepared and issued by Frost and Sullivan (India)
Private Limited commissioned by us. Neither we nor any other person connected with the Offer have independently verified
industry related information. The data may have been re-classified by us for the purposes of presentation. 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 sources and publications are also prepared based on information as of specific dates and may
no longer be current or reflect current trends. Industry sources and publications may also base their information on
estimates, projections, forecasts and assumptions that may prove to be incorrect. 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. The recipient should not construe any of the contents in this report as advice relating to business, financial,
legal, taxation or investment matters and are advised to consult their own business, financial, legal, taxation, and other
advisors concerning the transaction.
MACROECONOMIC OVERVIEW

Gross Domestic Product (GDP) Growth

The COVID-19 pandemic has resulted in the largest economic shock the world has experienced in decades. The baseline
forecast estimates a 5% contraction in global GDP in 2020, which has been the deepest global recession in decades, using
market exchange rate weights. This is expected to have short-term repercussions such as low investments with the erosion
of human capital and fragmentation of global trade linkages.
Set forth below is a chart indicating real GDP growth (%) from 2012 to 2023 (forecast):

An already-slowing Indian economy that was on its growth track was affected after a stringent shutdown was imposed in
March to contain the spread of COVID-19. With the closure of industries, transport, shops, and malls, the economic activity
was entirely curtailed in India toward the end of March. The domestic consumption, which comprises around 57% of GDP,
was almost negligible. From 2012 to 2016, the market-friendly policies safeguarded India from the subdued global
economy; the improved macroeconomic fundamentals and robust capital inflow strengthened the economic growth from
5.5% in 2012 to 8.2% in 2016. However, in 2017 the GDP declined to 7.2% from 8.2% in 2016 due to the external
vulnerabilities such as global slowdown, impact of demonetization and the transitory effect of goods and services tax (GST)
implementation. The economic growth of India slipped further in 2019 as a result of the lingering effect of demonetization
and the other political reforms. The growth has remained relatively slow due to the prolonged on-going stress among non-
bank financial institutions, obstructing the overall credit provision of the financial system. Due to COVID-19, the GDP of
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the first quarter of Fiscal 2021 declined by 23.9% from ₹268.95 billion as compared to ₹353.53 billion for the
corresponding period in the previous year.

The emerging markets and developing economies will be exposed to pressure on weak healthcare systems, loss of trade
and tourism, decreasing remittances, subdued capital flows, and constricted financial conditions with increasing debt. The
economic landscape is also affected by the historic collapse in oil demand and oil prices.
Medium – Long Term: Robust Recovery Expected
Due to COVID-19 and reduced mobility, the short-term economic growth is expected to be comparatively muted. However,
the medium-long term status of the economy will be healthy, with the demand expected to return to pre-COVID levels.
Due to initiatives taken by the governments and industries globally, the medium and long-term global economy is expected
to remain robust. While several sectors have witnessed a growth during the pandemic, sectors including ITeS, e-commerce,
pharmaceuticals, chemicals, diagnostics, consumer goods and durables, agrochemical and fertilizers have benefited owing
to the pandemic. The crisis has also increased the demand in medical supplies and care.
Pre-COVID, India’s growth story was largely positive based on the strength of domestic absorption, and the economy was
registering a steady pace of economic growth. Moreover, other macroeconomic parameters including inflation, fiscal deficit
and current account balance had indicated distinct signs of improvement. Though the pandemic has led to a short-term
slowdown in the economy, India is expected to witness the revival of its economy in the medium-long term. The
government has taken several measures to revive the economy. In addressing the current slowdown, India has several
advantages including the following: (i) Aatmanirbhar Bharat Abhiyan which is a combination of relief, policy reforms and
fiscal and monetary measures to aid businesses and individuals to cope with the COVID-19 pandemic; (ii) preferred
destination for foreign investment, due a rapidly growing consumer market and a developed commercial banking network;
(iii) strong diversified industrial and infrastructural base, for basic and capital goods to meet various sector requirements;
(iv) burgeoning foreign exchange reserves; and (v) demographic dividend, being among the youngest nations in the world
with more than 62% of the population in the working age group.

India’s growth story is likely to continue due to its strong macroeconomic fundamentals. While there is uncertainty, the
medium term growth outlook is expected to improve and record a growth rate of approximately 7.3% by 2025 (forecast),
because of the strong macroeconomic fundamentals, which include moderate inflation, the implementation of key structural
reforms and the improved fiscal and monetary policies.

China was infected first with the virus, and has also been the first to recover from the pandemic. In general, the inflection
curves have remained flat and the policy support is working for China. China is expected to experience a growth of 1.2%
in 2020, along with a growth of 9.2% next year and around 5% in 2022-2023. The forecast for Japan has been lowered to
(5.2)% in 2020; however the country will rebound to approximately 5% by 2022 driven by its robust domestic demand
growth. India will also witness significant downturn in 2020, but is expected to rebound to approximately 6% in 2021.

INDIAN PAINT INDUSTRY

Set forth below is a diagram depicting the value chain of the paint industry:

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The industry has a three-stage setup comprising raw material suppliers, manufacturers and sellers. Most of the raw materials
in the paint industry are petroleum based, supplied by petrochemical companies. A few companies adopt contract
manufacturing, while bigger companies have their own manufacturing facilities. The larger chemical companies are
vertically integrated in both the raw materials and paint production stages while others are pure-play producers of paint
and coatings. For example, Asian Paints and Berger Paints produce their own emulsions that are used in the production of
paints.
Most sales are driven through dealer and distributor networks, which sell onwards to local buyers. Hardware stores are
usually the retailers in the paint and coating industry, while the other major retailers may have paint and coating segments
within their broad range of offerings. Direct sales are a minor component of overall sales.

The Indian decorative paint industry has significant entry barriers. These market entry barriers include the development of
an extensive distribution network through long-term relationships with dealers, the ability to set up tinting machines with
dealers, as well as significant marketing costs and the establishment of a distinct brand to gain product acceptance.

Raw Material Analysis

Raw material sourcing comprises more than 60% of the input costs of paint manufacturing. Around 300 to 400 ingredients
are used in the manufacturing of decorative paints, of which, Titanium Dioxide (TiO 2), a white pigment, constitutes around
20% to 25%. The paint industry has historically been successful in passing on any significant price increases in inputs to
the customers.
TiO2 is derived from ilmenite, and while India has significant ilmenite reserves, there is a limited market for its products
and derivatives, particularly TiO2, in India. However, companies failed to expand their capacity for TiO2 resulting in end-
users relying on imports. As a result, the Indian paint industry has been importing TiO 2 from China despite it being available
in India.
Kerala Metals and Minerals is one of the leading manufacturers of TiO2 in India. For water-based paints, the principal raw
materials are acrylic emulsions and compounds such as TiO2, china clay and certain minerals. While Asian Paints, Berger
Paints and Kansai Nerolac make their emulsions in-house by importing raw materials such as monomers, Indigo Paints
procures it locally as purchasing emulsion instead of producing it has a cost benefit thereby providing higher margins.
Apart from TiO2, the other raw materials being used for water based paints and putty are white cement, minerals including
lime, dolomite, calcite and talcum. As on 2015 as per NMI data, the total reserves of dolomite in India was around 8,415
MMT and Rajasthan is estimated to have approximately 590 MMT resources of dolomite. The total reserves of calcite have
been estimated at about 23 MMT, with Rajasthan having the largest share (53%) of calcite resources. The total reserves of
talc, another major raw material, have been estimated at 316 MMT. Substantial quantities of reserves are established in
Rajasthan (57%). Limestone is also one of the key raw materials for manufacturing of paints. In the Fiscal 2018, there were
680 reporting mines together producing 379 MMT of lime. Rajasthan was the leading producer accounting for (20%) of

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the total production of limestone. Indigo Paints has strategically located its manufacturing facilities close to the source of
the raw material for ease of procurement and to reduce delivery and logistical costs.
India Per Capita Paint Consumption
Set forth below is India’s per capital consumption of paints and coatings versus key global economies (in kg), 2019:

The average consumption of paints and coatings for Asia Pacific is 4.7 kg while that of the developed nations in Asia
Pacific have an average consumption of 9.7 kg.

Set forth below is per capital consumption if India (in kg), for 2012, 2015 and 2019:

India's per capita paint consumption increased by a CAGR of 6.8% in the last seven years from 2.6 kg in Fiscal 2012 to
4.1 kg in Fiscal 2019. Compared to the global average consumption of approximately 14 kg to 15 kg per capita, the per
capita consumption of paints and coatings in India is low, indicating a significant opportunity for market penetration in
India.

The industrial sector aided by impetus in infrastructure, is expected to drive the GDP growth, resulting in increased
consumption of coatings. The increasing GDP per capita and a growing middle class population are expected to raise the
per capita paint consumption by 30% to 40% during Fiscal 2020 to Fiscal 2022. Increasing urbanization coupled with rise
in disposable income is leading to an increased spend on decorative paints.

India: Market Size (Historic and Forecast)

Set forth below is the market size of the Indian paints market by product type, in value (₹ billion) and in volume (MMT),
for 2014, 2019 and 2024 (forecast):

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The Indian paint industry comprises a sizeable portion of India’s GDP. The industry has registered a CAGR of
approximately 11% during Fiscal 2014 to Fiscal 2019, almost double the growth rate of India’s GDP. The high growth
trajectory and shift of preference toward odor free, and dust and water resistant paints can be attributed to the rise in
urbanization, growth in the popularity of branded paints, shortening of the re-painting cycle and robust pricing power
prevalent in paint industry. An increase in demand is expected for both the decorative and industrial paints during the
forecast period with the massive infrastructure initiatives by the Government of India.

The decorative paint segment constitutes around 74% of the total paint sales, resulting in the paint sector growing at a
robust rate even at the time of an industrial slowdown. The Indian paint industry is valued at approximately ₹ 545 billion
and is expected to grow to amount to ₹ 971 billion by 2024. There is a strong co-relation between the Indian paint industry
and the GDP growth of India. It has historically almost doubled India's GDP growth rate. Going forward, the decorative
paint market is expected to grow at a CAGR of 13% while the industrial paint market is expected to grow at a CAGR of
9.9% by 2024.

Set forth below is the Indian paints industry (industrial and decorative), classified based on technology in terms of value
(₹ billion) for 2019:

The consumption of water-based paints is rising globally, and the demand is expected to remain high as Indian paint
manufactures are shifting from solvent-based to water-based paints. Around 55% of the raw materials used by the paint
companies are crude oil derivatives and comprise approximately 30% to 35% of the sector's overall raw material costs.
The prices of crude oil and its derivatives are volatile and fluctuate, exerting pressure on the prices of paints. The prices
have been fluctuating on the lower end since 2018 with 2020 experiencing the lowest prices. The oil and gas industry has
experienced a price collapse for the third time in the last decade; 2020 price collapse being a combination of supply shock
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and an unprecedented demand drop. The overall fluctuating prices of oil are creating a major pricing issue for paint
companies. The recent capacity increases announced by key paint firms is also focused on water-based systems.

Set forth below is the Indian paints industry, segmented based on organization type, in terms of value (₹ billion), for 2019:

Within the paint industry, the organized sector has a 67% market share and the remaining 33% is held by the unorganized
sector. Until 2015 the unorganized sector had a market share of approximately 35%, which has been penetrated by the
organized sector due to challenges faced by smaller players in the form of demonetization and implementation of GST.

The organized players are expected to dominate the market share in the forecast period (through 2024) with companies like
Indigo Paints tapping into the market of unorganized players in Rural Areas and smaller cities. With higher penetration
and a larger dealer network in these areas, Indigo Paints will be able to effectively influence the purchase decisions of the
consumers and capture a share of the market of smaller players. The unorganized players have been mainly focusing on
the decorative paints segment with a highly scattered market, comprising about 2,500 units of small and medium sized
paint manufacturing plants.

Set forth below is the Indian paints industry, segmented by geography, in terms of value (₹ billion), for 2019:

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The western and southern regions of India account for over 60% of the total demand for paints (industrial and decorative
paints). For the industry, metros and Tier 1 areas contribute a much lower share in terms of value (around one-third) as
compared to the smaller towns (Tier 2 – 4 Cities) and Rural Areas. For the past few years, the demand from smaller cities
and towns has been growing at a faster pace than metro and Tier 1 Cities (the smaller cities were better able to recover
from COVID-19 and start operations as well). The paint companies have been proactively expanding their dealer base in
newer geographies, especially Tier 2 – 4 Cities and Rural Areas, to ensure adequate presence. Most of the bigger players
are expanding their capacities and setting-up their plants in the southern regions which is also expected to see a major
growth in demand during the forecast period (through 2024). Indigo Paints has a strong presence in Southern India.

DECORATIVE PAINTS

Set forth below is the market size of the Indian decorative paints market, in value (₹ billion) and in volume (MMT), for
2014, 2019 and 2024 (forecast):

The decorative paints segment represents around 74% of the overall paint market in India and includes wall finishes for
interior and exterior use, enamels, wood finishes and ancillary products such as primers and putties. Over the past five
years, the share of decorative paints has increased from 67% to 74% (Fiscal 2019).

The decorative segment has grown at a CAGR of 11.5% from Fiscal 2014 to Fiscal 2019, driven by the increase in
consumption of paints in Tier 2 – 4 Cities. COVID-19 has impacted the metro cities and Tier 1 Cities more with most
regions being under complete lockdown. As a result, the industrial recovery outside the main cities has been faster. For the
paint industry, Rural Areas and Tier 2 – 4 Cities account for nearly half the total sales. Accordingly, the pandemic-led
decline in demand is likely to have the least impact on Indigo Paints as compared to the other players as it predominantly
operates in Tier 2 – 4 Cities.

The decorative paint industry appears to be shifting from ‘digitization’ to ‘digitalization’ with the installation of bots, use
of state-of-the-art tools for planning and distribution and use of nanotechnology. The growth and deployment of tinting

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machines at all dealer counters enables customers to select their desired shade. Colour combinations are also offered to the
customers as a virtual visualization of their homes before physically painting their homes.

The Indian decorative paints market is expected to growth at a CAGR of approximately 13% in terms of value and 10.2%
in terms of volume through 2024 driven by a number of factors including increase in the disposable income of individuals
and families and various housing schemes. The Government schemes and policies like ‘Housing for All’ will also be a
major driver for growth of fresh painting. With more such initiatives targeted for the regional population, the demand from
smaller cities and towns is estimated to grow faster benefitting companies like Indigo Paints, which already has an
established presence in these geographies.

Set forth below is the Indian decorative paints industry, segmented based on sub-product type, in terms of value (₹ billion),
for 2014, 2019 and 2024 (forecast):

Set forth below is the growth (CAGR) recorded by the Indian decorative paints industry, segmented based on sub-product
type, in terms of value (₹ billion), from 2014 – 2019, and forecast for 2019 – 2024:

Within the decorative paint market, enamels and emulsion paints are the fastest growing segments. Emulsions are the
largest segment with increasing popularity among the masses as they are less toxic than most oil-based paints, release less
number of VOCs and are devoid of any strong odor. Increasing penetration of emulsions is driven by the varying degrees
of shine that manufacturers offer in these paints. The market for emulsions was valued at ₹ 163.9 billion in Fiscal 2019,
and is expected to grow at a CAGR of 13.6% and amount to ₹ 309.5 billion by Fiscal 2024.

There has been a higher growth of emulsion paints for interiors as compared to distempers, in line with an increase in the
use of economy emulsions in place of lower-priced distempers. Even in the exterior category, emulsion-based coatings are
being preferred against the conventional cement-based coatings. Seeking better products, consumers are also switching to
marginally higher-priced emulsions with more durability and better-looking finishes in a wider range of colors.

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The Indian decorative paint industry has been witnessing a gradual shift in preferences from the traditional whitewash to
high-quality paints like emulsions and enamel paints, providing stable base for growth of Indian paint industry. In addition,
it is creating a strong competitive market, where players are adopting different strategies to tap the growing demand in the
market for a larger share. Further, increased focus on education, urbanization, development of the rural market, and
introduction of many innovative products such as odor free, and dust and water-resistant paints, are major drivers that are
propelling the growth of the paint market in India. The decorative paints industry is expected to grow at a CAGR of 13%
through 2024 with enamels and emulsions expected to record a CAGR of 14.2% and 13.6% respectively.

In the past few years, the industry has witnessed a gradual shift in consumer’s preference from the traditional whitewash
to better quality, ‘value for money (VFM)’/’bottom of pyramid (BOP)’ paint, especially in Tier 2 – 4 Cities. The demand
for putty, distemper, lower-end enamels, among others, is expected to grow in the coming years.

Other products that are expected to grow in performance are low-value products such as putty and distempers. The
reduction in the goods and services tax (GST) on paints, varnishes and putty, from 28% to 18% in July 2018, has driven
growth in these segments. The direct application of paints on cemented or plastered walls is now reducing as rural
consumers are becoming aware of the benefits of applying putty over walls prior to painting. Demand for putty is also
being driven by incentivizing painters to purchase putty along with paints. However, this trend is not expected to continue
going forward and the current surge in demand for distemper and putty is expected to normalize with an increase in
consumption of enamel and emulsion paints.

Set forth below is the Indian decorative paints industry, classified based on technology in terms of value (₹ billion) for
2019:

Water-based paints are increasingly becoming the preferred choice of paints for home interiors and exteriors. The
decorative paint industry, in terms of technology, has been witnessing a higher inclination toward water-based paints with
even the major entities focusing more on water-based plants. Most companies are establishing manufacturing units for
water-based paints.

Set forth below is the Indian decorative paints industry, segmented based on organization type, in terms of value (₹ billion),
for 2019:

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The Indian paints market is dominated by the decorative market that represents 74% of the total paints market in India. The
organized market accounts for the top 10 to 12 players who represent 77% of the decorative market share while the
remaining 23% comprises many small players.

Asian Paints (founded in 1942) is the market leader in the decorative paints industry with a market share of 42% of the
total market. The decorative paint segment represents 95% to 97% of Asian Paints’ revenue. Berger Paints (incorporated
in 1923) follows Asian Paints in the decorative category as the second largest contributor in the market; Kansai Nerolac
(founded in 1920) is significantly dependent on industrial paints, approximately 45% to 50% of its revenue. Akzo Nobel
(incorporated in 1954) is gradually expanding its reach in the decorative market by evaluating options in smaller cities with
lower competition. Indigo Paints, with its sole focus on the decorative paints segment is the fifth largest player in the
industry. The unorganized sector comprises many small players mainly in Tier 2 – 4 Cities and Rural Areas, which makes
it comparatively easier for bigger players like Indigo Paints to penetrate into their market by influencing the customers’
decisions through their large dealer newtork.

The other paint companies with some presence include Nippon India, Kamdhenu Paints, Jenson & Nicholson Paints Private
Limited (JNPL), JSW Paints, and Jotun Paints.

Set forth below is the competitive landscape of the Indian decorative paints industry, in terms of value (₹ billion), for 2019:

Asian Paints is the market leader in the Indian decorative paints category with a market share of 42%. With a view to tap
the current market and expand further, most companies are increasing their product base with new products satisfying
consumer demands in addition to offering value-added services to the consumers through specialized and trained
applicators, well supported by back end support of specialized service.

The companies are also significantly investing in branding and promotional strategies to improve their consumer base.
Indigo Paints in the fifth largest decorative paint company in India in spite of being a comparatively newer player in the
market. Unlike the major entities, Indigo Paints entered the market of small cities, towns and Rural Areas (Tier 3 – 4) and
effectively established itself as a market leader in selected categories within a short period of time, and is now venturing
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into metros and Tier 1 Cities. There is a significant untapped opportunity in Metros and larger cities that can be capitalized
by Indigo Paints by expanding its distribution network.

The Indian decorative paint industry has been dominated by four major entities, with an aggregate market share of 65% in
2019, as the industry presents significant entry barriers.

Set forth below is the Indian decorative paints industry, segmented by geography, in terms of value (₹ billion), for 2019:

With a growing demand from small towns in the western and southern regions of India, most of the major entities are
evaluating Tier 2 – 4 Cities as well. Asian Paints and Berger Paints are expanding their market in the western region.
For Asian Paints, metros and Tier 1 Cities account for approximately 40% of the total industry demand whereas Tier 2 – 4
Cities and interiors of the country account for the remaining 60%. Similarly, Tier 1 and Metros represent 30% for Berger,
20% for Kansai Nerolac and approximately 60% for AkzoNobel.

The last few years has seen the demand growing at a faster pace in smaller cities and towns than in metro and Tier 1 Cities.
COVID-19 has impacted the Metros and Tier I Cities more with most regions being under complete lockdown. As a result,
the industrial recovery outside the main cities has been faster. For the paint industry, Rural Areas, Tier 2 – 4 Cities account
for nearly half of total sales, and smaller towns is where the spending power has been increasing.

Set forth below is the Indian paints industry segmented by application for 2019:

In terms of value (₹ billion) In terms of volume (MMT)

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The demand for interior and exterior paints has been on the rise owing to customers’ growing preferences to aesthetics.
The demand for roofing and flooring paints is also gaining momentum mainly from residential buildings. Roofing coats
offer benefits such as thermal insulation and water proofing. Paint companies are now promoting products and the benefits
associated with them which has led to increased consumer awareness, and corresponding increase in sales of roofing and
flooring paints.

Set forth below is the Indian paints industry, segmented by fresh painting and repainting, in terms of value (₹ billion), for
2019:

Fresh painting accounts for approximately 22% of the decorative paint demand. Of this, the share of unorganized players
tends to remain high as not all builders provide high quality paints in newly constructed houses. Some builders opt for low-
quality distempers (mostly purchased from unorganized players) with the assumption that buyers will either get interiors
done or repaint their houses as per their choice. Accordingly, opting for local paints allows builders to reduce cost of
construction. This leads to incremental demand of repainting using better-quality paints (mostly emulsions). Re-painting
represents approximately 78% of the demand in the decorative segment in India.

Set forth below is the Indian household repainting cycle reduction in years, 2010 – 2019:

In the last decade, the average re-painting cycle has gradually reduced from repainting the house from an interval of 7 to 8
years in 2010 to 4 to 5 years in 2019 (mostly interior painting). Earlier the major factor for re-painting the house was the
life of paint coat i.e., repainting was done only when paint withered. However, this trend has been changing gradually with
some consumers giving more importance to aesthetics, change in looks and appearance of their premises at regular intervals
even while the condition of the existing paint is good. These consumer behavioral changes have led to reduction in re-
painting cycle.

Indian Decorative Paint Market – Trends

GST rate reduction boosting the sector. The GST rate for paints has reduced form 28% to 18% spurring volumes in the
decorative market, particularly in the lower-end segments like emulsions, distempers and putty. Paint firms have passed
the cost benefits on to the customers creating a positive demand for paints owing to lower prices.

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Portfolio diversification. Most companies are now venturing into new product segments and focusing on diversifying their
product portfolio. Many paint companies entered the segment for waterproofing and building chemicals in the last few
years. While there has been a substantial change in focus towards waterproofing over the last decade, this was previously
considered as an extra expense in the Indian market.

Movement towards decorative paints over conventional whitewash. The segment has been driven by urbanization, the
shortening of the re-painting cycle and industry initiatives such as expanding reach and introducing a variety of decorative
products. The industry has recently witnessed a gradual shift in consumer preference from traditional whitewash to better,
value for quality and value for money (VFM)' /'pyramid bottom (BOP)' paint, especially in the Tier 2 – 4 Cities.

Focus on growing bottom of the pyramid space. The industry's leading players have focused on increasing the bottom of
the pyramid space, which is much broader in terms of volume as compared to the top and mid-segments. Further, companies
reiterated that while the premium ranges continue to grow, the economy range (including emulsion, distemper and putty)
have been widening at a higher rate, i.e. increased awareness among rural households to apply undercoat (putty and primer)
before applying the paint (distempers) has helped drive demand of low-end products as well.

Initiatives by companies. Most of the eminent players in the decorative paint segment have attempted to actively expand
their distribution network to penetrate the Indian market. Due to the rising number of smaller towns and villages, the
strength of dealers, which has been projected at 120,000 to 150,000 outlets, is expected to grow at a CAGR of
approximately 10% annually. Owing to this growth rate, companies have proactively expanded their distributor base in
newer geographies, especially in Tier 2 – 4 Cities and Rural Areas. Indigo Paints initially tapped into the unsaturated
markets of the Tier 2 – 4 Cities, where brand penetration was easier and the dealers had a greater ability to influence the
customers’ purchase decisions. These Tier 2 – 4 markets provided significant opportunity for growth and helped the
company multiply its revenue and considerably expand its brand and presence in the Indian market.

Sustainable products and shift towards low VOC content. The paint companies have introduced products that provide
health-centric services, such as anti-bacterial and anti-pollution/ air-purifying, and anti-fungal and stain resistant products.
The market perceptions of the adverse effects of VOCs combined with stringent environmental legislations have increased
the demand for low/ zero VOC paints and coatings. In India, the regulatory changes are driving the increase in adoption of
water-solvent and high-solid coatings which have lower VOC content. Moreover, the adoption of green technologies and
bio-based materials has seen to positively impact water-based coatings demand in the country.

Set forth below is the relative size of the Indian decorative paints industry, in value (₹ billion) for 2019:

A diversified customer base with under penetration, lower competitive intensity and stifled demand has brought the growth
of the paint industry almost in line with the traditional fast-moving consumer goods industry, making it an appealing
investment for a long-term investor. The competitive and economic demand will remain critical considerations for further
market penetration.
Growth Drivers

• Government’s ‘Housing for All/ affordable housing’ measures has helped fresh demand for painting and will help re-
painting demand in the future. Pradhan Mantri Awas Yojana (PMAY), an initiative by the Government of India ensures
affordable house for all in the urban areas with a target of building 20 million affordable houses by March 31, 2022.
It has two components: one for the urban poor and the other for the rural poor. Under the urban component, a demand

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 of 11.2 million houses in urban areas has been validated. In Fiscal 2020, the total number of houses sanctioned under
the scheme had crossed 10 million.

• Smart cities - In order to sustain the rapid urbanization in India, the Government launched the Smart City Mission in
2015, with an intention to develop 109 cities as Smart Cities over the next 5 years. This is expected to lead to larger
number of commercial and residential complexes being created driving the demand for decorative paints.

• AMRUT - Atal Mission for Rejuvenation and Urban Transformation was launched by the Government to provide
basic civic amenities which will involve renovation of 500 cities.

• Urbanization – The rise in urbanization, supported by demand for real estate and improved infrastructure, has increased
the application of paint. India's trajectory of urbanization has grown well from 25.6% in 1990 to 34.5% in 2019 (34.9%
in 2020 (estimated). The rise in urbanization, supported by demand for real estate and improved infrastructure, has
increased paint application. The UN expects that by 2030 approximately 40% of the population of India will reside in
urban areas. Urban areas contributed 47.0% of India’s GDP in 2000, and are expected to contribute to 70.0% of India’s
GDP in 2030.

• Real Estate Sector Growth – The residential real estate sector (top 7 cities) has remained resilient in 2019 with sales
increasing 6% year-on-year despite muted consumption expenditure. However, there have been challenges in 2020 in
India owing to the impact of the on-going pandemic. The first quarter of Fiscal 2020 witnessed a decline in sales on a
year-on-year basis as the buyers deferred their purchase decisions due to the impending crisis, which led to the sales
declining by nearly 30% in the first quarter of Fiscal 2020 on a year-on-year basis. The real estate sector in India is
expected to reach US$ 1 trillion by 2030. By 2025, it has been estimated to contribute 13% to India’s GDP. Emergence
of nuclear families, rapid urbanization and rising household income are likely to remain the key drivers for growth of
real estate.

Innovations in the Industry

The industry has witnessed shifts in upgrading/ pre-minimization over more than a decade, including moving from: (i)
distemper to interior emulsion; (ii) mid-segment to top-end segment; (iii) low-end to top-end segment; (iv) cement paint to
exterior emulsions; and (v) unorganized to organized in smaller towns, especially in Tier 3 and 4 Cities and Rural Areas.

While metros and Tier 1 and 2 Cities comparatively contribute significantly to the top-end product market, smaller towns
have also indicated increased interest in premium products, on the back of increased consciousness of aesthetics and
availability of resources to opt for better quality products at higher prices. Another reason for opting premium variants is
inflexible labour cost at all levels, making option of paint variant relatively indifferent. There have currently been fewer
options available in the value-added sub category and mainly in the premium price ranges. However, with an increasing
demand for these products, the companies are likely to launch more specialized products.

Set forth below is the product innovation cycle in the Indian paints industry:

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Tinting Machines increasing Barriers to Entry

Tinting machines have created hindrances to the delivery network. Many dealers are unable to install a new company's
tinting machine mainly due to space constraints. The large number of SKUs and product ranges in emulsions renders
installation of tinting machines imperative for timely distribution of different shades and products.

Installing tinting machines has been crucial in improving reach and enabling dealers to meet customer requirements,
thereby reducing the expense of inventories. In order to match colours that suit the evolving needs of consumers, paint
companies must have a range of colours that suit the consumer requirements and needs. Tinting machines come with added
benefits of consistency, advanced technology, precision, high dosing speed and ease of operation. In the paint store, the
tinting system provides the end user with a full solution compliant with the coating industry standards. By building a large
network of more than 70,000 dealers, Asian Paints has developed its distribution network in a unique way. Since these
dealers have low working space to store a wide range of paints, the business has built on tinting machines with the dealers
retaining a maximum of one or two tinting machines to support the customers.

Different shades of emulsion paints are produced through in-shop tinting machines present at dealer outlets. These tinting
machines are unique to each paint manufacturer due to the design specifications with respect to colorants, emulsion bases,
fan–decks or shade cards, and customized software applications. These tinting machines are a pre-requisite for all dealers
who sell emulsion paints. However, a stiff resistance for installation of these machines is encountered from dealers due to
lack of physical space at their counters. As a result, most dealers tend to install tinting machines of only recognized players.

Indigo Paints has installed tinting machines across India through their focus on branding efforts, specifically in Tier 2 – 4
Cities and Rural Areas where the penetration of tinting machines is relatively low.

Set forth below is the company-wise growth in tinting machines (in thousands):

Before 2000, machines used to cost approximately ₹ 1 million, due to being imported. With local manufacturing, the cost
has decreased to ₹ 0.15 million, typically borne by the paint companies at least for Asian Paints and Berger Paints.

Digital Marketing

The ability of retail customers to visualize the colour of an architectural coating has been the key focus of digital marketing
initiatives. Almost all leading manufacturers of architectural coatings now have a strong colour visualizer strategy to
maintain their market share. However, there are other aspects of digital marketing as well including a digital magazine
issued by Asian Paints, and digital communication channels developed by Kansai Paints by collaborating with construction
companies.

Nanotechnology in paints

Nanomaterial is applied to improve paint’s efficiency and provide it with new functionalities. For example, paints are easy
to clean and are water/ dirt repellent, UV-protected, antimicrobial resistant, scratch resistant, with increased longevity.

Indigo Paints has been able to establish itself with a strong brand recall and a significant first mover advantage in product
innovation. With Indigo Paints trying to expand its geographical reach and dealer network, a focus and investment on the

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use of technology across operations will benefit it further. Digitalization will help Indigo Paints adapt to the changes in the
current market trends and anticipate the future trends as well.

COMPETITIVE LANDSCAPE

India Decorative Paints Industry: Market Share Analysis

Oligopolistic market with strong entry barriers led by brands and distribution

The Indian paints and coatings market has been consolidated unlike the markets in Russia and China. The organized sector
comprises major players such as Asian Paints, Kansai Nerolac, AkzoNobel and Berger Paints lead the business. The Indian
paints market has been dominated by the decorative market contributing approximately 74% of the total paints market. The
top 10 to 12 players account for around 77% of the organized market within the decorative market. The remaining 23%
comprises small players.

Asian Paints is the market leader in the decorative paints industry and accounts for 42% of the total market. The decorative
paint segment accounts for 95% to 97% of Asian Paints’ revenue. Berger Paints follows Asian Paints in the decorative
category to become the second largest contributor in the market, followed by Kansai Nerolac with over 45% to 50% of its
revenue being derived from industrial paints. Akzo Nobel has slowly expanded its reach in the decorative market by
evaluating options in the smaller cities with lesser competition.

Indigo Paints started its operations in 2000 and has been present across segments such as interior and exterior emulsions,
enamels, wood coatings, putty, primers and ceiling and floor coats. Being the fifth largest player in the decorative segment,
it has recently entered bigger markets such as Mumbai and Delhi. Other small paint companies with sizeable presence
include Shalimar Paints, Nippon Paint India, Kamdhenu Paints and JSW Paints. Paint companies with lesser presence
include Jenson & Nicholson Paints Private Limited (JNPL), Snowcem Paints, and Jotun Paints.

Set forth below is the competitive landscape of the Indian decorative paint industry, in terms of value (₹ billion), for 2019:

Set forth below is the company-wise capacity, and year-on-year growth in capacities (in MMT):

Asian Paints Berger Paints Kansai Nerolac Indigo Paints

FY 2018 1.13 0.57 0.40 0.095
FY 2019 1.71 0.64 0.44 0.125
FY 2020 1.73 0.64 0.52 0.195
Source: Company Websites, Frost & Sullivan
Note: The capacities have been rounded up. Total capacity of Indigo Paints in FY20 is 195,021 (water+powder)

Set forth below is the company-wise estimated capacity utilization:

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 Source: Company websites, Frost & Sullivan

Set forth below is the company-wise market share, and estimated split by geography:

While most parts of India are largely dominated by Asian Paints, Asian Paints has a larger presence in Metro and Tier 1
Cities of these regions. The newer players such as JSW are establishing their presence in the southern region. The western
regions, Maharashtra in particular, has seen a significant involvement of smaller players driven by the demand mainly from
Tier 2 – 4 Cities. The competition has increased with the introduction of JSW Paints and Indigo Paints in the industry. The
regional players such as Kamdhenu Paints have become aggressive to capture expand their position and gain more market
share. Unlike the bigger players, Indigo Paints entered the market consisting of small cities, towns and Rural Areas. While
the bigger paint companies are now tapping the Tier 2 – 4 Cities, Indigo Paints is leveraging its brand in those markets by
venturing into Metros and Tier 1 Cities.

Market Penetration

Paint companies are required to spend significant resources to develop their distribution network to increase the visibility
and reach of their products through direct distribution to dealers. The dealers are typically multi-brand and are located
across metros, large cities, towns and Rural Areas. The market knowledge, finacial resources and time taken to develop
such a anetwork is significant.
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Set forth below is the company-wise growth in active distribution/ dealer network:

Set forth below is the company-wise growth in depots, as of March 31, 2020:

Asian Paints: Color World, an Asian Paints idea, accounts for approximately 75% of its distribution footprint in addition
to the six regional distribution centers. Despite the rise of Color World at a CAGR of 11% during Fiscal 2018 to Fiscal
2020, the per-dealer throughput has not declined. The Color Concept stores have grown at a CAGR of approximately 21%
from 200 in Fiscal 2015 to over 430 in Fiscal 2020.

Berger Paints: Berger Paints has steadily enhanced the efficiency of its distribution network by increasing its network of
dealers in Tier 2/ 3 Cities (semi-urban/ rural) where it is easier to penetrate through dealers. The company has grown its
distributor network by 10% to 12% annually (2,500-3,000 dealers) and has nearly achieved a penetration of over 80% in
terms of tinting machines.

Kansai Nerolac: It is estimated that Kansai Nerolac added dealers at a CAGR of 16% to 18% in the last 2 years.

Indigo Paints: Indigo Paints’ depots and dealer network has grown year-on-year. While Indigo Paints has recorded a
higher CAGR for its dealer network in the newly entered regions in the North, the growth in the southern regions is
comparatively lower as they have matured in the South.

Set forth below is the company-wise growth in tinting machines (in thousands):

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Terms of Trade

The industry has adopted two types of discounts, i.e. built-in discounts and scheme-based discounts. Built-in discounts are
offered up front to dealers on a real-time basis. They are not related to the company's off take. Scheme discounts refer to a
percentage discount based on the quantity/ quality of the products purchased from the business and not offered directly to
the dealers.

Set forth below is the company-wise inventory and supply schedules:

The companies mainly focus on dealer margins with Asian Paints offering the lowest margins. Berger Paints provides the
highest margins among the top four with almost 10% to 15% and up to 18% for specific dealers. Asian Paints and Berger
Paints also provide direct cash discounts ranging between 3% to 5% to the dealers in case of early payments. As for Asian
Paints, it prefers exclusivity wherein the dealers are expected to mainly distribute Asian Paints. In addition to the margins
that the dealers receive, Asian Paints has loyalty programs and paid vacations as added incentives. While most major
entities purely concentrate on dealer margins, cash or scheme discounts to dealers, Indigo offers a wide range of incentives
to its dealers such as cash discounts, annual turnover rebate, long-term dealer loyalty program, among others.

PRODUCT PORTFOLIO

The industry has witnessed shifts in paint up-gradation in the last few years, the shift has mainly been from: (i) distemper
to interior emulsion; (ii) mid to top-end category; (iii) bottom to top section; (iv) cement paint to exterior emulsions; and
(v) unorganized to organized in smaller towns, especially in Tier 3 – 4 Cities and Rural Areas.

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While metro, Tier 1 and to some extent Tier 2 Cities, have a relatively greater contribution to the top-end product offering,
the demand and interest for premium products has been witnessed from the smaller towns as well. The customers are now
more aesthetically conscious even in Rural Areas and have the means to opt for better quality products.

The advertising and branding strategy of Indigo Paint has been the differentiating factor. Indigo Paints operates only under
one brand name, “Indigo”. This strategy has helped the customers connect to the brand immediately without having to
remember multiple brand names. Indigo Paints differentiates its products on the basis of the price point as Platinum, Gold,
Silver and Bronze series. Indigo Paints has managed to keep its packaging uniform across all its brands to enhance brand
recognition. Another characteristic that differentiates Indigo Paints’ advertising strategy is that it only advertises its
differentiated products. Indigo Paints was the first among its competitors to introduce coatings for the ceiling, tile and floor,
with the competitors entering this space only now.

Indigo Paints is well established in Tier 3 and 4 Cities with extremely high penetration. Indigo Paints’ media advertising
spend has gradually increased over the years, and was comparable to the spend incurred by the major entities (excluding
Asian Paints), in Fiscal 2020.

Indigo Paints has effectively managed to establish itself as a differentiator in the existing product categories in addition to
evolving as a category creator by bringing new product innovations to the market. The company first introduced Metallic
Emulsions in 2005 and has since entered new markets by introducing other differentiated products with regularity. Most
recently they introduced their Exterior and Interior Acrylic Laminate and Enamels such as the PU Super Gloss Enamel in
2016, Dirtproof & Waterproof Exterior Laminate in 2017, resulting in a portfolio of seven such differentiated products as
of September 30, 2020.

Owing to the distinct market they cater to, and as only few other companies continue to manufacture these products, the
company focused their marketing efforts on this portfolio, resulting in increased acceptance and demand, thereby enhancing
brand recognition for these products across their network of dealers.

Unique Products in the Existing categories:

• Dirt-proof & Water-proof Exterior Laminate – Indigo Paints launched India's first and only paint that gives equally
effective protection from dirt as well as water; it offers superior resistance from dirt, while the silicone polymer repels
water, and offers the walls an extremely smooth finish;
• Acrylic Laminate – Indigo Acrylic Laminate is a premium quality emulsion that gives the walls (both exterior and
interior walls) a rich sheen finish offering a high quality finish to the walls;
• PU Super Gloss Enamels – Indigo Paints’ PU Super Gloss Enamel is an all-surface enamel paint that delivers superior
gloss and protects wood and metal with its anti-fungal and non-yellowing properties; and
• Polymer Putty – Indigo Paints’ Polymer Putty is a white cement based putty with special polymers that gives double
protection to the wall with a smooth and bright finish.

Unique Products disrupting market to create a New Category (first company to launch these products)

• Metallic Emulsion (Walls) – Indigo Paints pioneered the Metallic Emulsion segment, which gives a designer finish
with glossy metallic texture effect. This has been used to glam up spaces suitable for interior and exterior walls of
homes and offices, and is available in shades of Gold, Silver, and Copper;
• Tile Coat Emulsion (Roof Tiles) – The Tile Coat Paint is a special paint for external roof tiles that provides unmatched
gloss and sheen with excellent protection against algae and fungus;
• Bright Ceiling Coat (Interior Ceilings) – Indigo Paints created a new category for Ceiling Paints with the introduction
of the Bright Ceiling Coat which offers unmatched brightness to the ceilings with a smooth matt finish to enhance the
brightness of the room; and
• Floor Coat Emulsion (Driveways) – This is India's first Floor Coat Paint that offers a glossy finish while also protecting
the terrace floor, driveways, walkways and cement surfaces.

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Marketing and Advertisement Campaigns

The paint companies have continuously invested in brand building through increased marketing and sales promotion
expenditure. The companies have typically invested approximately 4% to 6% of their revenue into advertising and
promotion with the intention of creating an emotional bond with the customers through advertisements.

The advertising and promotion spends of the top four paint companies was in the range of 3% to 6% in Fiscal 2018, 3% to
5% in Fiscal 2019 and Fiscal 2020.

Set forth below is the company-wise advertising and promotion expenses, as a percentage of sales:

Set forth below is the company-wise advertising expenses for Fiscal 2020 (₹ million):

Having attained near parity with the large players in terms of absolute media advertising spend in Fiscal 2020, Indigo Paints
is estimated to make only marginal increases in their future media advertising expenses, and leverage their current cost
structure to achieve growth and drive profitability by strengthening their brand.

FINANCIAL PERFORMANCE

Adoption of Indian Accounting Standards (Ind AS)

Asian Paints, Berger Paints, Kansai Nerolac and AkzoNobel adopted the Indian Accounting Standards (Ind AS) in Fiscal
2017. Fiscal 2017 numbers are published as per Ind AS and Fiscal 2016 numbers are restated as per Ind AS.
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Key Impact Areas on Financials Results of Revenue Recognition – Ind AS 18

Revenue: In the financial statements prepared under Indian GAAP, cash discount and sales promotional expenses were
shown as a part of other expenses. However, under Ind AS, the revenue is measured at the fair value of the consideration
received/ receivable, taking into account any trade discounts and volume rebates. Ind AS mandatorily requires an entity to
deduct discounts and sales schemes while reporting the revenue. On a review, it is clear that if Ind AS is applied, the
revenue from operations as well as expenses will decrease.

Excise Duty: Earlier the revenue from operations was reported as the net of excise duty, however under Ind AS, excise
duty need not be reduced from the ‘Revenue’ in the Statement of Profit and Loss. It has to be considered as a part of the
expenses. On a review, it is clear that if Ind AS is applied, the revenue from operations as well as expenses will increase.

GLOSSARY
The information presented below and elsewhere in this section is based on the calculations set forth below:

Term Description
Adjusted Gross Margin Adjusted Gross Margin is calculated as revenue from operations less Adjusted
Material Costs
Adjusted Material Cost Adjusted Material Cost is calculated as cost of raw material and components
consumed plus purchase of traded goods, decrease/ (increase) in inventories of
finished goods and traded goods, excise duty on sale of goods, and freight and
forwarding charges
CAGR Compounded Annual Growth Rate (as a %): (End Year Value/ Base Year Value)
^ (1/No. of years between Base year and End year) –1 [^ denotes ‘raised to’]
Capital Employed Capital employed is calculated as total assets less current liabilities, plus short-
term borrowings, current maturity of long-term debt and lease liabilities
Debt to Equity Debt to equity is calculated as non-current borrowings plus current maturities of
non-current borrowings, divided by total equity
EBITDA EBITDA is calculated as restated profit for the period plus total tax expenses, plus
exceptional items, plus finance costs and depreciation and amortization expenses,
less other income
EBITDA Margin EBITDA Margin is the percentage of EBITDA divided by revenue from
operations
Gross Margin Gross Margin is calculated as revenue from operations less Material Costs
Material Cost Material Cost is calculated as cost of raw material and components consumed
plus purchase of traded goods, decrease/ (increase) in inventories of finished
goods and traded goods, and excise duty on sale of goods
Other Operating Expenses Other operating expenses is calculated as other expenses less freight and
forwarding charges and advertisement and sales promotion expenses
ROCE Return on Capital Employed is calculated as EBIT divided by Capital Employed
ROE Return on equity is calculated as restated profit for the year divided by total
equity
Note: All the financial numbers mentioned for peers are on standalone basis.

General Financial Overview: Top Players

Revenue from operations (Fiscal 2018 – Fiscal 2020):

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Growth of revenue from operations, CAGR % (Fiscal 2010 – Fiscal 2019, and Fiscal 2019 – Fiscal 2020):

The Indian paint industry is highly organized with nearly 67% of the market held by organized players. Indigo Paints has
recorded the highest year-on-year revenue growth as compared to its peers. Unlike its peers, Indigo Paints' strategy has
always been to build the brand from the smaller towns of India. The Tier 2 – 4 Cities being easy to penetrate has helped
Indigo Paints multiply its revenue and compete in these markets. Despite Fiscal 2020 being impacted by COVID-19, the
revenue from operations has recorded a higher growth between Fiscal 2019 and Fiscal 2020, as compared to the growth
recorded by the top four paint companies in India. Indigo Paints competes with the top four companies as well as other
smaller companies on the strength of their distribution network, brand recognition and ability to leverage their dealer
relationships to install tinting machines.

Revenue from operations, year-on-year growth (Fiscal 2018 – Fiscal 2020):

Revenue from operations, year-on-year growth (Six months ended September 30, 2020):

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Gross Margins (Fiscal 2018 – Fiscal 2020):

The Indian paint Industry has grown at a CAGR of 11% (Fiscal 2014 to Fiscal 2019). One of the key factors that helped
Indigo Paints garner a high growth rate is the company’s prominence in product innovation. The company’s innovative
products have helped them expand their distribution reach, as most retailers aspire to stock their unique products. The
company has leveraged on the word-of-mouth publicity to create a niche space in the market. As a result of locational
advantages and higher margins generated from its differentiated products, their Gross Margins have consistently been
higher than the industry average. The company’s Gross Margins are almost in the range of the Gross Margins recorded by
the top four paint companies during the same period.

EBITDA Margin (Fiscal 2018 – Fiscal 2020):

Indigo Paints has recorded an EBITDA in line with the EBITDA recorded by the top three players, i.e. Asian Paints, Berger
Paints and Kansai Nerolac each reporting an EBITDA of 22.4%, 16.8% and 15.8% respectively. Indigo Paints has recorded
the highest year-on-year growth of revenue owing to its aggressive marketing and distribution strategy to improve brand
salience. The major factor contributing to a slightly lower EBITDA as compared to its top competitors is the company’s
high spend on marketing and branding. The company spent a higher percentage of its revenue on advertising and
promotions as against 4% to 5% spent by the top three companies in Fiscal 2020. Another factor resulting in a lower
EBITDA is the high freight cost that Indigo incurs. Indigo Paints’ outward freight costs are higher as compared to the
others as its plants are closer to the raw material sources and it has to port longer distances for product delivery.

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PAT Margin (Fiscal 2018 – Fiscal 2020):

Some expenses of Indigo Paints are higher as compared to some of its peers, including freight cost, advertising and
promotions, among others. Owing to this, the expenses increase leading to a lower profit for the year. The company has
progressively been working on improving its margins.

Material Costs as a % of Revenue from Operations (Fiscal 2018 – Fiscal 2020):

Freight and Forwarding as a % of Revenue from Operations (Fiscal 2018 – Fiscal 2020):

Adjusted Material Costs as a % of Revenue from Operations (Fiscal 2018 – Fiscal 2020):

The material cost (excluding the freight cost) as a percentage of operating revenue is the lowest for Indigo Paints as the
company is closely located to the source of raw materials. However, this leads to Indigo Paints spending greater amounts
on outward freight charges to deliver the products to the consumption centers. The outward freight charges for its peers are
comparatively lower as their manufacturing facilities are located close to the consumption centers. On combining the
material costs and freight and forwarding charges, Indigo Paints is effectively at par with its peers with the range being
comparable to the industry leader – Asian Paints and lower than Berger Paints and Kansai Nerolac.

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Employee Costs as a % of Revenue from Operations (Fiscal 2018 – Fiscal 2020):

The Indian paint industry has an average annual attrition rate of approximately 25%, however, Indigo Paints has been
successful in maintaining a low attrition rate over the past 5 years.

RoE (%) (Fiscal 2018 – Fiscal 2020):

RoCE (%) (Fiscal 2018 – Fiscal 2020):

Discounts as a % of Revenue from Operations (Fiscal 2018 – Fiscal 2020):

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Depreciation as a % of Revenue from Operations (Fiscal 2018 – Fiscal 2020):

Finance Cost as a % of Revenue from Operations (Fiscal 2018 – Fiscal 2020):

Advertisement & Sales Promotion as a % of Revenue from Operations (Fiscal 2018 – Fiscal 2020):

Other Operating Expenses as a % of Revenue from Operations (Fiscal 2018 – Fiscal 2020):

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 OUR BUSINESS

Some of the information in this section, including information with respect to our business plans and strategies, contain
forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking Statements” on page
17 for a discussion of the risks and uncertainties related to those statements and also “Risk Factors”, “Restated Financial
Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning
on pages 23, 207 and 272, respectively, for a discussion of certain factors that may affect our business, financial condition
or results of operations. Our actual results may differ materially from those expressed in or implied by these forward-
looking statements.

Unless otherwise indicated or the context otherwise requires, the financial information included herein is based on or
derived from our Restated Financial Statements included in this Red Herring Prospectus. For further information, see
“Restated Financial Statements” beginning on page 207.

Unless the context otherwise requires, in this section, references to “we”, “us”, “our”, “our Company” or “the
Company”, refers to Indigo Paints Limited.

Unless otherwise indicated, industry and market data used in this section has been derived from the report titled
“Independent Market Report for Paints Sector in India” dated November 9, 2020 (the “F&S Report”) prepared and issued
by Frost & Sullivan India Private Limited commissioned by us in connection with the Offer. Unless otherwise indicated,
all financial, operational, industry and other related information derived from the F&S Report and included herein with
respect to any particular year refers to such information for the relevant calendar year.

Overview

We are the fastest growing amongst the top five paint companies in India. We are the fifth largest company in the Indian
decorative paint industry in terms of our revenue from operations for Fiscal 2020 (Source: F&S Report).

We have achieved this position in a highly competitive Indian decorative paint industry on the back of our multi-pronged
approach. This includes introducing differentiated products to create a distinct market in the paint industry, building brand
equity for our primary consumer brand of “Indigo”, creating an extensive distribution network across 27 states and seven
union territories as of September 30, 2020, and installing tinting machines across our network of dealers. To create demand
for our differentiated products, we initially tapped into Tier 3, Tier 4 Cities, and Rural Areas, where brand penetration is
easier and dealers have greater ability to influence customer purchase decisions (Source: F&S Report). We subsequently
leveraged this network to engage with dealers in Tier 1 and Tier 2 Cities and Metros as well. We engaged Mr. Mahendra
Singh Dhoni, a sportsperson with pan-India appeal, as our brand ambassador, to enhance our brand image amongst end-
customers. We concentrated these branding efforts on our differentiated products and then leveraged these efforts to
increase distribution and sale of our complete range of decorative paint products. We subsequently introduced tinting
machines in our target markets to increase sales of emulsion paints, which require in-shop tinting.

We manufacture a complete range of decorative paints including emulsions, enamels, wood coatings, distempers, primers,
putties and cement paints. We also identify potential product needs from customers and introduce differentiated products
to meet these requirements, and create a distinct market for our products. For instance, we are the first company to
manufacture and introduce certain differentiated products in the decorative paint market in India, which includes our
Metallic Emulsions, Tile Coat Emulsions, Bright Ceiling Coat Emulsions, Floor Coat Emulsions, Dirtproof & Waterproof
Exterior Laminate, Exterior and Interior Acrylic Laminate, and PU Super Gloss Enamel (together, “Indigo Differentiated
Products”) (Source: F&S Report). These products are differentiated based on the end-use they cater to, as well as added
properties that they possess. Revenue generated, i.e. invoicing as per contracted price, from sales of Indigo Differentiated
Products represented 26.68%, 27.58%, and 28.62% of our total revenue from operations in Fiscal 2018, 2019 and 2020,
respectively. As the first company in India to develop these products, we have had an early mover advantage in the markets
we are present in, which has allowed us to realize relatively higher margins for these products compared to the rest of our
product portfolio. (Source: F&S Report)

As of September 30, 2020, we own and operate three manufacturing facilities located in Jodhpur (Rajasthan), Kochi
(Kerala) and Pudukkottai (Tamil Nadu) with an aggregate estimated installed production capacity of 101,903 kilo litres per
annum (“KLPA”) for liquid paints and 93,118 metric tonnes per annum (“MTPA”) for putties and powder paints. Our
manufacturing facilities are strategically located in close proximity to raw material sources that reduces inward freight
costs, lowering our cost of raw materials. We also intend to expand our manufacturing capacities at our facility at
Pudukkottai in Tamil Nadu, by adding capacities to manufacture water-based paints to cater to the growing demand for
these paints. The proposed installed production capacity of the expansion unit is 50,000 KLPA and it is expected to be
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operational during Fiscal 2023. For further information, see “ – Proposed Expansion Plans” and “Objects of the Offer” on
pages 167 and 90, respectively.

We typically commence distributing our products in new states to dealers in Tier 3, Tier 4 Cities and Rural Areas, and
subsequently leverage this network to engage with dealers in Tier 1 and Tier 2 Cities and Metros as well. As of March 31,
2018, 2019, and 2020, our distribution network comprised 33, 33 and 36 depots, and 9,210, 10,246 and 11,230 Active
Dealers in India, respectively. As of March 31, 2018, 2019 and 2020, the total number of tinting machines that we placed
across our network of dealers was 1,808, 3,143 and 4,296, respectively. We work closely with our dealers and the painter
community to understand customer preferences, receive feedback on our products and that of our competition, which
enables us to formulate an effective strategy for product development, sales, marketing and pricing.

We believe that our differentiated growth strategy and focused execution has continued to deliver profitable growth to our
stakeholders. We have been consistently profitable in the last three fiscals, despite increasing our marketing spends. The
table below sets forth certain key operational and financial metrics for the periods indicated:

Particulars As of/ for the year ended March 31, As of/ for the six months ended September
30,
2018 2019 2020 2019 2020
(proforma)
(₹ million, except percentages)
Revenue from Operations 4,014.76 5,356.29 6,247.92 2,726.36 2,594.20
Gross Margins (%) 40.80% 44.27% 48.47% 46.63% 47.88%
EBITDA 258.02 540.92 909.88 234.55 480.89
EBITDA Margins (%) 6.43% 10.10% 14.56% 8.60% 18.54%
Restated Profit For the 128.62 268.70 478.15 59.94 272.05
Year/ Period
Restated Profit for the 3.19% 5.00% 7.63% 2.19% 10.45%
Year/ Period as a
Percentage of Total Income
(PAT Margin) (%)
Capital Employed 1,727.89 2,222.55 2,654.97 2,365.18 2,722.63
ROCE (%) 9.89% 17.26% 27.50% 6.16% 13.85%
ROE (%) 10.09% 18.22% 24.27% 3.86% 12.12%
Debt to Equity (ratio) 0.28 : 1 0.41 : 1 0.25 : 1 0.41 : 1 0.13 : 1

Strengths

Track record of consistent growth in a fast growing industry with significant entry barriers

We are the fastest growing amongst the top five paint companies in India. We are the fifth largest company in the Indian
decorative paint industry in terms of our revenue from operations for Fiscal 2020 (Source: F&S Report). The Indian
decorative paint industry presents significant entry barriers. These market entry barriers include the development of an
extensive distribution network through relationships with dealers, the ability to set up tinting machines with dealers, as
well as significant marketing costs and the establishment of a distinct brand to gain product acceptance (Source: F&S
Report). We believe that our differentiated, strategic approach in addressing these issues has resulted in our continued
success.

Our revenue from operations have grown at a CAGR of 41.9% between Fiscal 2010 and Fiscal 2019, compared to the
range of 12.1% to 13.1% recorded by the top four paint companies in India (such calculation is based on respective audited
financial information and has not been adjusted for accounting changes) (Source: F&S Report). Despite Fiscal 2020 being
impacted by COVID-19, our revenue from operations have grown by 16.65% between Fiscal 2019 to Fiscal 2020, against
the range of (8.8)% to 4.9% recorded by the top four paint companies in India. (Source: F&S Report) We have achieved
this position in a highly competitive Indian decorative paint industry on the back of our multi-pronged approach. This
includes introducing Indigo Differentiated Products to create a distinct market in the paint industry, building brand equity
for our primary consumer brand of “Indigo”, creating an extensive distribution network, and installing tinting machines
across our network of dealers.

The decorative paint industry has grown at a CAGR of 11.5% from Fiscal 2014 to Fiscal 2019, driven by consumption of
paints in Tier 2 – Tier 4 Cities. COVID-19 has impacted Metros and urban India more than Tier 2 – Tier 4 Cities and
recovery outside the main cities has been faster. For the paint industry, Tier 2 – Tier 4 Cities and Rural Areas account for

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nearly half the total sales. The pandemic-led decline in demand is therefore likely to have the least impact on us as compared
to the other players as our predominant focus is on Tier 2 – Tier 4 Cities (Source: F&S Report).

The Indian decorative paints market is expected to record a growth rate of approximately 13% in value and 10.2% in
volume through 2024, driven by an increase in the disposable income of individuals and families, and various housing
schemes, among others (Source: F&S Report).

Differentiated products leading to greater brand recognition and enabling expansion into a complete range of decorative
paint products

We consistently seek to launch first-to-market products by identifying niche product opportunities and introducing products
that address these requirements. We were the first company to introduce certain category-creator products, including our
Metallic Emulsions, Tile Coat Emulsions, Bright Ceiling Coat Emulsions and Floor Coat Emulsions in the decorative paint
market in India (Source: F&S Report). Other products that we introduced include our Dirtproof & Waterproof Exterior
Laminate, Exterior and Interior Acrylic Laminate and PU Super Gloss Enamel (Source: F&S Report), that comprise our
value-added product portfolio. These category-creator and value-added products comprise our portfolio of Indigo
Differentiated Products and are differentiated from other products based on their end-use specifications and in terms of
certain added properties. For further information, see “- Business Operations – Our Product Portfolio – Indigo
Differentiated Products” on page 163.

We first introduced our Metallic Emulsions in 2005 and have since entered new markets by introducing other differentiated
products with regularity, and most recently introduced our PU Super Gloss Enamel in 2016 and Dirtproof & Waterproof
Exterior Laminate in 2017 (Source: F&S Report), resulting in a portfolio of seven Indigo Differentiated Products as of
September 30, 2020. As the first company in India to develop certain category-creator products, we have had an early
mover advantage in the markets we are present in, which has allowed us to set the pricing terms for these products (Source:
F&S Report), resulting in higher margins for these products compared to the rest of our product portfolio. Owing to the
distinct market they cater to, and as only few other companies continue to manufacture these products (Source: F&S
Report), we focused our marketing efforts on this portfolio, resulting in increased acceptance and demand, thereby
enhancing brand recognition for these products across our network of dealers. Accordingly, revenue generated, i.e.
invoicing as per contracted price, from sales of Indigo Differentiated Products represented 26.68%, 27.58%, and 28.62%
of our total revenue from operations in Fiscal 2018, 2019 and 2020, respectively. We believe these products have enabled
us to build strong brand equity among end-customers and dealers thus aiding penetration of other decorative paint products.

Focused brand-building initiatives to gradually build brand equity

We have strategically undertaken brand-building initiatives to gain visibility with prudent use of resources, gradually
increasing branding and marketing expenses consistent with the growth of our business. Our advertisement and sales
promotion expenses represented 11.22%, 12.63%, and 12.65% of our revenue from operations in Fiscal 2018, 2019 and
2020, respectively. The advertising and promotion spends as a percentage of revenue from operations of the top four paint
companies was in the range of 3.8% to 5.8% in Fiscal 2018, 3.1% to 5.0% in Fiscal 2019, and 3.3% to 5.0% in Fiscal 2020
(Source: F&S Report). Our Media Advertising Spends (that are a part of advertising and sales promotion expenses) have
gradually increased over the years, and amounted to ₹ 615.15 million in Fiscal 2020. Our media advertising spend in Fiscal
2020 is comparable to the spend incurred by the major companies (excluding the market leader) (Source: F&S Report).
We believe our concentrated brand building efforts have helped develop brand equity with limited spend over the years in
a market that has historically been dominated by companies that have invested considerable resources on developing their
brand over several decades.

Our initial advertising campaigns revolved around our Indigo Differentiated Products for better recognition of these
products and to reinforce our association with them. We have strategically branded our products under the distinct and
primary consumer brand of “Indigo” with different labels based on price points such as “Platinum Series”, “Gold Series”,
“Silver Series”, and “Bronze Series” rather than focusing on product-specific sub-brands. In our experience, product-
specific sub-branding promotes product visibility over brand recognition and hampers brand recall. We have also
standardized our packaging design to provide uniformity and enable easier brand recognition at dealer outlets. We have
engaged Mr. Mahendra Singh Dhoni, a sportsperson with a pan Indian appeal across demographics, as our brand
ambassador. We have also created a mascot for our brand, a zebra with colourful stripes that regularly features in our
marketing materials, to increase brand recall. To build brand visibility and recall, and engagement with dealers, we liaise
with dealers to display boards and carry out in-shop branding at their outlets.

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We have leveraged our brand recognition and goodwill in the market for our Indigo Differentiated Products, by gradually
introducing and gaining visibility for our other product segments. This approach has allowed us to efficiently manage
marketing and advertisement expenses and yet achieve extensive brand recognition within a relatively short period of time.

Extensive distribution network for better brand penetration

Paint companies are required to spend significant resources to develop their distribution network to increase the visibility
and reach of their products through direct distribution to dealers. The dealers are typically multi-brand and are located
across Metros, large cities, towns as well as Rural Areas. For a paint company, the market knowledge, financial resources
and time required to develop such a network is significant. (Source: F&S Report) We have established our distribution
network gradually and strategically through the bottom-up approach with prudent use of time, cost and resources. As a
relatively new entrant in the market, we first focused on dealers in Tier 3, Tier 4 Cities, and Rural Areas, where brand
penetration is easier and dealers have greater ability to influence customer purchase decisions (Source: F&S Report). This
helped us engage with a larger base of dealers across Tier 3, Tier 4 Cities, and Rural Areas, which we subsequently
leveraged to expand into larger cities and metros such as Kanpur (Uttar Pradesh), Kochi (Kerala), Thiruvananthapuram
(Kerala), Patna (Bihar) and Ranchi (Jharkhand). We first approached dealers in these markets with our Indigo
Differentiated Products, being products with greater marketability, to improve penetration of our brand and strengthen our
relationship with these dealers. We then capitalized on these relationships to distribute a wider range of decorative paints.
As of March 31, 2018, 2019, and 2020, our distribution network comprised 9,210, 10,246 and 11,230 Active Dealers in
India, respectively.

Our dealer network is also well integrated with our marketing and promotional activities, and helps in strengthening our
brand image. For instance, some of our dealers display advertising boards for our products and life-size cutouts of our
brand ambassador at their outlets to attract consumers. We also consistently engage with our dealers and the painter
community by distributing branded merchandise and conducting a range of activities such as painter meets where trained
engineers carry out a blind testing of our products against those of our competitors. We have also recently introduced
loyalty programs for our dealers and painters to further strengthen our relationship with them. These engagements help us
collect product feedback and insights on emerging trends that we then leverage to refine our product development activities.

We have a well-integrated SAP system to manage inventory and effectively service our dealers. For efficient service, we
engage with dealers through depots that we have set-up at major locations across our distribution network. As of March
31, 2018, 2019, 2020 and as of September 30, 2020, we had 33, 33, 36 and 40 depots, respectively.

Leveraged brand equity and distribution network to populate tinting machines

Emulsions are the largest and among the fastest growing product segment within the Indian decorative paint industry
(Source: F&S Report). The market for emulsions was valued at ₹ 163.9 billion in Fiscal 2019, and is expected to grow at
a CAGR of 13.60% and amount to ₹ 309.5 billion by Fiscal 2024 (Source: F&S Report). Different shades of emulsion
paints are produced through in-shop tinting machines present at dealer outlets. These tinting machines are unique to each
paint manufacturer due to design specifications including with respect to colorants, emulsion bases, fan-decks or shade
cards, and customized software applications. These tinting machines are a prerequisite for dealers who sell emulsion paints.
However, stiff resistance for installation of these machines is encountered from dealers due to space constraints. As a result,
dealers tend to install tinting machines of only recognized players (Source: F&S Report). We have, through our focused
branding efforts, been able to gain recognition within the Tier 3, Tier 4 Cities, and Rural Areas that we cater to, where the
existing population of tinting machines is relatively low (Source: F&S Report). This has introduced us to a large number
of dealers that have few or no tinting machines at their premises, thereby making acceptance of our tinting machines at
these locations relatively easier. We are now gradually adding tinting machines at dealer outlets in larger cities and Metros
as well.

We started installing tinting machines in Fiscal 2014, which gained momentum from Fiscal 2018. During the last three
fiscals, we installed an average of 1,223 tinting machines every fiscal, and as of September 30, 2020, we had a total of
4,603 tinting machines across our network of dealers in India. As a result, gross revenue generated, i.e. invoicing as per
contracted price, from sales of our emulsion paints have grown from ₹ 1,858.56 million in Fiscal 2018 to ₹ 3,121.39 million
in Fiscal 2020. Our tinting machines are manufactured by recognized international companies and are capable of producing
unlimited shades. While we actively promote our machines, increasing acceptance of our machines by dealers indicates
greater demand for our emulsion products and stronger commitments by dealers to continue their engagements with us.

Strategically located manufacturing facilities with proximity to raw materials

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As of September 30, 2020, we operated three manufacturing facilities in India, located in the states of Rajasthan, Kerala
and Tamil Nadu. We plan our capital expenditure in advance and have periodically carried out capacity expansions at our
facilities to cater to the increased demand for our products. Our aggregate estimated installed production capacity has
increased progressively over the years from 46,608 KLPA and 48,944 MTPA as of March 31, 2018 to 101,903 KLPA and
93,118 MTPA as of March 31, 2020. Our manufacturing facilities are strategically located in proximity to our raw material
sources, which reduces inward freight costs and results in lower cost of raw materials.

Our facility at Jodhpur (Rajasthan) is used to manufacture water-based paints and cement-based paints and putties. For
water-based and cement-based paints manufactured at Jodhpur, Rajasthan, the principal raw materials are white cement,
minerals including lime, dolomite, calcite and talcum, and acrylic emulsions. These raw materials are available abundantly
within Rajasthan and in its neighboring state of Gujarat.

We strengthened our presence in southern India and gained access to solvent-based paints through the acquisition of Hi-
Build Coatings Private Limited and its facilities at Kochi (Kerala) and Pudukkottai (Tamil Nadu) in Fiscal 2016. For water-
based paints manufactured at Kochi (Kerala), the principal raw materials are acrylic emulsions that we predominantly
source from the neighboring states of Tamil Nadu and Karnataka, minerals that we principally import from Vietnam, and
titanium dioxide and china clay that are available within Kerala. For solvent-based paints manufactured at Pudukkottai
(Tamil Nadu), the principal raw materials include alkyd resins that we mainly source from manufacturers based in Tamil
Nadu and the neighboring state of Telangana, and turpentine oil that is available from refineries within Tamil Nadu.

As a result of locational advantages and the higher margins generated from the Indigo Differentiated Products, our Gross
Margins have consistently been higher than the industry average (Source: F&S Report). Our Gross Margins were 40.80%,
44.27% and 48.47% in Fiscal 2018, 2019 and 2020, respectively. Gross margins recorded by the top four paint companies
was in the range of 38.3% to 42.7% in Fiscal 2018, 36.2% to 42.6% in Fiscal 2019, and 38.1% to 45.8% in Fiscal 2020
(Source: F&S Report). Our Gross Margins were 46.63% and 47.88% in the six months ended September 30, 2019 and
2020, respectively.

Well-qualified and professional management team with a committed employee base

We have a strong management team with considerable industry experience. Our Promoter Mr. Hemant Jalan and our
Executive Director Mr. Narayanan Kutty Kottiedath Venugopal have been instrumental in the growth of our business. Mr.
Hemant Jalan has over two decades of experience in the paint industry. Mr. Narayanan Kutty Kottiedath Venugopal has
several years of experience in the paint industry and was previously the managing director of Hi-Build Coatings Private
Limited. For further information, see “Our Management” beginning on page 183.

Our Board of Directors includes a combination of management executives and independent members who bring in
significant business expertise including in the areas of manufacturing, sales and marketing. We have also benefitted from
the investments by Sequoia in Fiscal 2015 and the support of their nominee director on our board. We also have a well-
qualified senior management team with extensive experience in the paint industry, which positions us well to capitalize on
future growth opportunities. The heads of functional groups, such as production, finance, strategy and planning, enhance
the quality of our management with their specific and extensive industry experience.

We are supported by our committed employee base and believe we have a mutually beneficial relationship with our
employees. We follow a lean operational structure and focus on engaging relatively young professionals. We believe this
helps in containing our operating expenses, while consistently maintaining our drive for growth. We have stringent
recruitment policies and hire qualified individuals with engineering or management degrees. We also incentivize our
employee base through ESOPs and performance-linked incentives, that we believe has helped contain employee attrition.

Strategies

Continue to focus on developing differentiated products to grow market share

We intend to continue to grow our portfolio of differentiated products going forward as these products have widened the
end-user base that we cater to and typically have a higher margin profile than other decorative paint products. In particular,
we will continue to identify potential product opportunities in the market, and focus on developing category-creator
products to cater to distinct requirements in the Indian decorative paint industry. To identify these opportunities, we
extensively engage with dealers and the painter community though our ground level sales team to understand the demand
dynamics for various products in the market. We also seek to innovate and develop products with distinguished properties
by undertaking research, attending industry trade fairs, and keeping abreast with industry trends and practices.

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By introducing more category-creator and value-added products, we expect to continue to benefit from the early mover
advantages that we have experienced in the past. We will continue to leverage the brand equity and dealer network created
by these niche products to distribute our wide range of products in markets where we have been present for a considerable
period, and to enter new markets, to further increase our market share.

Further strengthen our brand to consolidate our position as a leading paint company in India

We have been making consistent efforts to strengthen the “Indigo” brand and increase brand recall through marketing
initiatives. We have consciously developed our portfolio of products under the primary consumer brand of “Indigo”, with
variants such as “Platinum Series”, “Gold Series”, “Silver Series”, and “Bronze Series”, for better brand recall. We have
also standardized our packaging design to provide uniformity and enable easier brand recognition at dealer outlets. Key
initiatives in the past few years include engaging a brand ambassador, Mr. Mahendra Singh Dhoni, sportsperson with a
pan-India appeal across demographics, for a period of three years with services being provided with effect from May 1,
2018.

Our advertising efforts have been focused on select products that we believe differentiate us from our competitors. We
have over the past three fiscals gradually increased our media advertising spends consistent with our financial growth.
Having attained near parity with the large players in terms of absolute media advertising spend in Fiscal 2020 (Source:
F&S Report), we now intend to make only marginal increases in our future media advertising expenses, and leverage our
current cost structure to achieve growth and drive profitability while strengthening our brand. We believe we are well
positioned to strengthen the “Indigo” brand across our dealer network. We intend to increase the visibility of our products
in larger cities within states where we already have a presence in Tier 3, Tier 4 Cities, and Rural Areas. We also propose
to leverage the goodwill we have generated with our Indigo Differentiated Products, to expand our branding efforts to our
overall product portfolio. We believe our branding efforts have laid the foundation to further strengthen our position as one
of the leading paint companies in India.

Deepen penetration in existing markets and expand presence in select new territories by populating tinting machines

Our key focus is to increase our penetration in the markets where we currently operate by replicating the same proposition
that has helped us grow in the past. There is significant untapped opportunity in Metros and larger cities (Source: F&S
Report) that can be capitalized by expanding our distribution network. In states where we have been present for a significant
period of time such as Kerala, West Bengal, Bihar, Jharkhand, Chhattisgarh, Odisha and Uttar Pradesh, we have expanded
our existing network in Tier 3, Tier 4 Cities, and Rural Areas, outwards into Tier 1 and Tier 2 Cities. For instance, we have
a significant presence in larger cities including Kochi (Kerala) and Thiruvananthapuram (Kerala), Patna (Bihar), Ranchi
(Jharkhand) and Kanpur (Uttar Pradesh), and intend to continue to expand our network outwards into other Tier 1 and 2
Cities and Metros in these states. In states that we have recently entered such as Telangana, Gujarat, Maharashtra,
Karnataka and Tamil Nadu, we intend to similarly proliferate our presence in these regions by first targeting Tier 3, Tier 4
Cities, and Rural Areas, and then leveraging this network to larger cities, to be able to capture and build on the dealer
network in these regions. As of March 31, 2020, we had a network of 3,292 Active Dealers in these five states, and intend
to engage with more dealers to strengthen our existing sales infrastructure and network in these regions. We also are in
process of increasing our presence in North India, particularly in the states of Punjab and Uttarakhand, and the union
territory of Jammu & Kashmir, where we have recently commenced distributing our products. The industry leader had the
largest dealer network as of March 31, 2020, with over 70,000 dealers (Source: F&S Report), compared to our network of
11,230 Active Dealers in India as of March 31, 2020. We will therefore continue to grow our network of dealers
commensurate to the size of our operations and the markets we target.

Successful expansion of our distribution network depends on recognition of our brand among potential dealer-partners and
acceptance of our tinting machines at such new locations. To achieve this, we are in the process of carrying out branding
activities in our targeted markets and establishing depots at strategic locations for more effective distribution. In markets
where we are not present, we intend to initially market and distribute our portfolio of Indigo Differentiated Products
followed by our entire portfolio of products. In order to increase distribution and sale of our emulsion products, we continue
to invest in populating tinting machines. We have been gradually leveraging our growing brand equity and adopting
alternate means to provide tinting machines with inbuilt computers to achieve this. The tinting machine to dealer ratio was
in the range of 37% to 67% for the top four paint companies as of March 31, 2020 (Source: F&S Report), while our tinting
machine to Active Dealer ratio was 38.25% as of March 31, 2020 and 41.89% as of September 30, 2020. We had a total of
4,296 and 4,603 tinting machines across our network of dealers as of March 31, 2020 and September 30, 2020, respectively,
and continue to seek opportunities in our targeted markets to improve this ratio.

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Expand our manufacturing capacities

We intend to expand our manufacturing capacities to aid our growth efforts and consolidate our pan-India presence.

To cater to the increased demand for water-based paints, we intend to use a part of the Net Proceeds towards expansion of
our manufacturing facilities. Consumption of water-based paints is rising globally, and demand is expected to remain high
(Source: F&S Report). In India, regulatory changes are expected to increase adoption of water-solvent and high solids
coatings which has lower contents of volatile organic compounds (Source: F&S Report). Moreover, adoption of green
technologies and bio-based materials may positively impact the demand for water-based coatings in the country (Source:
F&S Report).

We currently manufacture only solvent-based paints at our manufacturing facility in Tamil Nadu. We intend to expand our
capacities at Pudukkottai, Tamil Nadu, to include manufacturing of water-based paints to cater to the growing demand for
water-based paints. In order to achieve this, we have acquired additional land adjacent to our existing unit at Pudukkottai,
Tamil Nadu and have finalized the blueprint and design specifications for the first phase of the proposed expansion. Post
completion of the first phase of our proposed expansion plans, the expansion unit is expected to have an estimated installed
capacity of 50,000 KLPA and it is expected to be operational during Fiscal 2023. For further information, see “Objects of
the Offer” on pages 90.

We are also in the process of carrying out capacity expansion plans at our existing Jodhpur Facility. These additions are
being carried out at both Unit I and Unit II with respect to liquid paints such as emulsions and primers, and powder paints
such as putties.

Business Operations

Our Product Portfolio

Our portfolio of decorative paint products comprises emulsion paints, enamels, wood coatings, distempers, primers, putties
and cement paints. We manufacture and sell most of our products under the “Indigo” brand of paints. Our products are
categorised into four price points: Platinum Series, Gold Series, Silver Series and Bronze Series.

The table below sets forth our product-wise volume of sales for the years indicated:

Produce-wise Volume of Sales (MT/ KL)

Product Category Fiscal
2018
(proforma) 2019 2020
Cement Paints and Putty (MT) 35,709 45,243 57,225
Emulsions (KL) 12,490 16,866 19,565
Enamels and Wood Coatings (KL) 4,451 5,248 5,260
Primers, Distempers and Others (KL)* 15,730 20,206 21,940
* Distempers are manufactured in MT.

In the six months ended September 30, 2019, volume of sales of cement paints and putty; emulsions; enamels and wood
coatings; and primers, distempers and others, amounted to 25,425 MT, 8,589 KL, 2,585 KL, and 11,231 KL, respectively.
In the six months ended September 30, 2020, volume of sales of cement paints and putty; emulsions; enamels and wood
coatings; and primers, distempers and others, amounted to 27,192 MT, 7,058 KL, 2,439 KL, and 11,501 KL, respectively.

The table below sets forth our product-wise gross revenue (invoicing as per contracted price) for the years indicated:

Gross Revenue (Invoicing as per Contracted Price) (₹ million)

Product Category Fiscal
2018
(proforma) 2019 2020
Cement Paints and Putty 634.11 795.19 1,007.66
Emulsions 1,858.56 2,597.92 3,121.39
Enamels and Wood Coatings 974.92 1,205.84 1,234.66
Primers, Distempers and Others 963.63 1,346.83 1,525.37
Gross Revenue (Invoicing as per Contracted Price) 4,431.22 5,945.78 6,889.09

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In the six months ended September 30, 2019, gross revenue (invoicing as per contracted price) from sale of cement paints
and putty; emulsions; enamels and wood coatings; and primers, distempers and others, amounted to ₹ 449.20 million, ₹
1,332.85 million, ₹ 602.92 million, and ₹ 742.08 million, respectively, aggregating to ₹ 3,127.05 million. In the six months
ended September 30, 2020, gross revenue (invoicing as per contracted price) from sale of cement paints and putty;
emulsions; enamels and wood coatings; and primers, distempers and others, amounted to ₹ 492.36 million, ₹ 1,091.75
million, ₹ 579.37 million, and ₹ 807.14 million, respectively, aggregating to ₹ 2,970.62 million.

Emulsion Paints

Emulsion paints refer to water-based paints, consisting of water dispersible binders, additives and colorants. These paints
impart properties including aesthetic colour tones, smooth surface finish, washability, stain resistance, and fungal
resistance.

All our emulsion paints are water-based, and the most common applications for our emulsion paints are on cement plaster,
concrete and other masonry. We manufacture emulsion paints at our manufacturing facilities at Jodhpur, Rajasthan (Unit
I) and Kochi, Kerala.

The following table sets forth certain information on our portfolio of emulsion paints:

Product Series
Interior Emulsion paints
Luxury Interior Emulsion Platinum
Multi-Colour Emulsion Platinum
Premium Interior Emulsion Gold
Interior Emulsion Silver
Interior Sheen Emulsion Silver
Interior Emulsion Bronze
Exterior Emulsion paints
Dirtproof and Waterproof Exterior Laminate Platinum
Premium XT Exterior Emulsion Platinum
Exterior Emulsion Gold
Exterior Sheen Emulsion Gold
Exterior and Interior Emulsion paint
Exterior and Interior Acrylic Laminate Platinum

Enamels

Enamels are solvent-based paints made from alkyd binders, solvents, pigments and additives, which imparts a glossy finish
and surface protection, and are used to paint wooden and metal surfaces.

We manufacture enamel paints at our manufacturing facility at Pudukkottai, Tamil Nadu. Our portfolio of enamel paints
includes our Self-Priming Epoxy Enamel, PU Super Gloss Enamel and Satin Enamel. All our enamel paints are part of our
Platinum Series of products.

Wood Coatings
Wood coatings are typically solvent-based products used to protect and beautify wooden surfaces and offer a glossy, matte
or a silk matte finish. We manufacture solvent-based and water-based wood coatings. We predominantly sell our wood
coatings under the “Indigo” brand (under a category sub-brand “Sleek” that we acquired as part of the acquisition of Hi-
Build Coatings Private Limited in Fiscal 2016).

We manufacture wood coatings at our manufacturing facility at Pudukkottai, Tamil Nadu.

The following table sets forth certain information on our portfolio of wood coatings:

Product Applications
Interior and Exterior Water Based Single Pack Clear PU Interior and exterior wooden furniture and joinery
Interior Single Pack Clear PU Interior wooden furniture and joinery
Exterior Single Pack Clear PU
Interior Quick-Drying Two Pack Clear PU
Exterior Two Pack Clear PU
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 Product Applications
Interior Two Pack Hi-Solid Melamine
Interior Two Pack Pigmented PU Natural and engineered wood
Exterior Two Pack Pigmented PU
Interior Sanding Sealer NC Interior wooden furniture and joinery
Anti-Termite Solution Interior and Exterior wooden furniture, joinery and engineered
wood
NC/ PU/ Melamine Thinner Thinner for all solvent based wood coatings
Wood Stain Interior wooden furniture and joinery
Basecoat for Exterior wood Exterior wooden furniture and joinery

Distempers

Distempers are traditional water-based paints that possess a thick paste like consistency. Distempers are usually used for
interior applications by value conscious customers, and are most commonly applied on plastered walls.

We manufacture distempers at our manufacturing facility at Jodhpur, Rajasthan (Unit I). Our portfolio of distempers
include our Acrylic Distemper that is part of our Gold Series, and Acrylic Distemper and Acrylic Pouch Distemper that are
part of our Silver Series.

Primers

Primer is an undercoat or preparatory coat applied on a substrate before painting, that improves adhesion and coverage of
the topcoat and in some cases provides additional protection to the painted surface. We manufacture water-based, solvent-
based, and cement-based primers.

We manufacture primers at our manufacturing facilities at Jodhpur (Rajasthan) (Unit I), Pudukkottai (Tamil Nadu) and
Kochi (Kerala).

The following table sets forth certain information on our portfolio of primer products:

Product Series Applications Solvent/ Water/ Cement Based

Single Pack Epoxy Primer Platinum Metal surfaces
Universal Primer Gold Wood, metal and masonry
Redoxide Metal Primer Gold Metal Solvent Based
ST Wood Primer Gold Wood
Zinc Chromate Primer Gold Metal
Stain Block Primer Platinum
Water Thinnable Sealer Primer Platinum
Exterior Wall Primer Gold
Water Based
Water Thinnable Cement Primer Gold Cement plaster, concrete and other masonry
Water Thinnable Cement Primer Silver
Water Thinnable Cement Primer Bronze
Primer Surfacer NA Cement Based

Putties

Putties comprise white cement, polymers and powder fillers, which are applied on plastered walls/ metals as an undercoat,
to give them a smooth finish and to additionally provide adhesion between the wall and paint.

We manufacture putties at our manufacturing facility at Jodhpur, Rajasthan (Unit II).

The following table sets forth certain information on our portfolio of putty products:

Product Series Applications Solvent/ Water/ Cement-Based

Waterproof Polymer Putty Platinum Cement Based
Acrylic Wall Putty Gold Cement plaster, concrete Water Based
Polymer Putty Gold and other masonry Cement Based
Polymer Putty Silver Cement Based
Knifing Paste Filler NA Metal, Wood Solvent Based

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Cement Paints

Cement paints are a type of economical exterior wall paint, manufactured from white cement, lime, minerals and pigments.
Cement paints are applied on a range of surfaces including cement plaster, concrete, and asbestos sheet surfaces.

We manufacture cement paints at our manufacturing facility at Jodhpur, Rajasthan (Unit II). Our portfolio of cement paints
includes our Royal Indigocem, Floracem and Alfacem.

Indigo Differentiated Products

Our portfolio of Indigo Differentiated Products comprises category-creator products and value-added products, and are
differentiated from other paint products based on their properties and the end-use they are designed to cater to.

Category-Creator Products: We were the first company to introduce certain types of emulsion paints such as our Metallic
Emulsion paints, Tile Coat Emulsion paints, Bright Ceiling Coat Emulsion paints and Floor Coat Emulsion paints in the
decorative paint market in India. These products have since been considered as a distinct category of products (Source:
F&S Report). These products are differentiated based on their end-use specifications. For instance, our Metallic Emulsion
paints are made of special effect pigments that impart designer finish with glossy metallic texture effect to the walls, Tile
Coat Emulsion paints are designed for external roof tiles that provides gloss and sheen, Ceiling Coat Emulsion paints are
intended solely for ceilings and which enhance the brightness in the room, and Floor Coat Emulsion paints are used on
terrace floor, driveways, walkways and cement surfaces and provide a glossy finish.

Value-Added Products: We were also the first company to launch certain other types of emulsion paints such as our
Dirtproof & Waterproof Exterior Laminate, Exterior and Interior Acrylic Laminate and enamels such as our PU Super
Gloss Enamel (Source: F&S Report), products that comprise our value-added product portfolio. These products are also
differentiated in terms of certain value added properties. For instance, our Dirtproof & Waterproof Exterior Laminate
combines the benefits of dirt resistance and waterproofing properties. Our Exterior and Interior Acrylic Laminate is a rich
sheen paint suitable for both interior and exterior walls. Our PU Super Gloss Enamel is an enamel paint suitable for various
types of surfaces, and protects wood and metal while providing a glossy surface finish.

As of September 30, 2020, we manufactured seven types of Indigo Differentiated Products at our manufacturing facilities
at Jodhpur (Rajasthan), Kochi (Kerala)and Pudukkottai (Tamil Nadu). Revenues generated, i.e. invoicing as per contracted
price, from the Indigo Differentiated Products (as set out in the table below) increased by 38.70% from ₹ 1,182.13 million
in Fiscal 2018 to ₹ 1,639.57 million in Fiscal 2019, and by 20.27% from ₹ 1,639.57 million in Fiscal 2019 to ₹ 1,971.97
million in Fiscal 2020. Revenues generated, i.e. invoicing as per contracted price, from the Indigo Differentiated Products
in the six months ended September 30, 2019 and September 30, 2020, were ₹ 849.74 million and ₹ 765.23 million,
respectively.

The following table sets forth certain information on our portfolio of Indigo Differentiated Products:

Product Series Applications Solvent/ Water-Based

Concrete, cement tiles, terrace
Floor Coat Emulsion Platinum
floor tiles, paver blocks.
Water Based
Bright Ceiling Coat Platinum, Gold Concrete and plastered ceilings
Metallic Emulsion Platinum Wood, metal and masonry
Tile Coat Platinum Concrete and roof tiles
PU Super Gloss Enamel Platinum Wood and Metal Solvent Based
Dirtproof and Waterproof Exterior Laminate Platinum Cement plaster, concrete and
Water Based
Exterior and Interior Acrylic Laminate Platinum other masonry

Other Products

The following table sets forth certain information on our portfolio of other products that we manufacture or resell.

Solvent/
Product Series Applications Water-
Based
Manufacture
Aluminium Paint Gold Metal Solvent
Roof Paint Silver Metal roofing sheets Based

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 Solvent/
Product Series Applications Water-
Based
Manufacture
Stone and Tile Gold Natural stones, brick work
Leak Proof Emulsion NA Cement plaster, concrete Water Based
Resell
Machine Colorant NA Tinting Machine - To impart the desired shades to the emulsion paints -
Universal Stainer NA Manual Tinting - To impart the desired shades to the emulsion paints -

As of September 30, 2020, we manufactured aluminium paint, roof paint, stone and tile paint, and leak proof emulsion at
our manufacturing facilities at Kochi (Kerala) and Pudukkottai (Tamil Nadu).

Machine colorants and universal stainers that we resell are purchased by us from third-parties. Such third-party
manufacturers obtain the raw materials and manufacture these products as per the specifications provided by us. We do not
have long-term, formal or exclusive arrangements with such manufacturers.

Manufacturing Facilities

We own and operate three manufacturing facilities in India, at Jodhpur in Rajasthan (“Jodhpur Facility”), Kochi in Kerala
(“Kochi Facility”) and Pudukkottai in Tamil Nadu (“Pudukkottai Facility”). All of our manufacturing facilities are
supported by infrastructure for storage of raw materials, manufacture of paints, storage of finished goods, together with a
quality control lab. In addition, our manufacturing facilities include effluent treatment plants, which treat our industrial
wastewater and recycle it for reuse or for safe external disposal.

We generally source raw materials from suppliers that are located in close proximity to our manufacturing facilities to
minimise inward freight costs and reduce the cost of raw materials.

As of September 30, 2020, our aggregate estimated installed manufacturing capacity was 101,903 KLPA for liquid paints
comprising emulsion paints, enamels, wood coatings, distempers and primers, and 93,118 MTPA for powder paints
comprising putties and cement paints.

The table below sets forth certain information regarding the products manufactured at our manufacturing facilities as of
September 30, 2020:

Manufacturing Facility Emulsion Enamels Wood Distempers Primer Putties Cement Other
Paints Coatings Paints Products
Jodhpur, Rajasthan
Unit I ✓ - - ✓ ✓ - - -
Unit II - - - - - ✓ ✓ -
Kochi, Kerala ✓ - - - ✓ - - ✓
Pudukkottai, Tamil Nadu - ✓ ✓ - ✓ - - ✓

Jodhpur, Rajasthan

The manufacturing facility at Jodhpur in Rajasthan commenced operations in Fiscal 2000. A second unit (Unit II) primarily
for manufacturing powder based paints like cement paints and putties was commissioned in December 2019. As of
September 30, 2020, our Jodhpur Facility comprised two units with an aggregate estimated installed production capacity
of 45,544 KLPA for water-based paints and 93,118 MTPA for cement paints and putties.

We manufacture certain types of liquid paints including emulsion paints, distempers and primers in Unit I of our Jodhpur
Facility, and certain types of powder paints including putties and cement paints in Unit II of our Jodhpur Facility.

The power requirements for this facility are met through the local state power grid, and power back-ups to operate
packaging lines and general lighting, while water is procured from the industrial estate authorities and water tankers.

Kochi, Kerala

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We acquired the manufacturing facility at Kochi in Kerala in Fiscal 2016 through the acquisition of Hi-Build Coatings
Private Limited. As of September 30, 2020, our Kochi Facility had an estimated installed production capacity of 42,701
KLPA for water-based paints.

We manufacture water-based paints including certain types of emulsion paints, primers, and certain other products at our
Kochi Facility.

The power requirements are met through the local state power grid and sufficient power back-up is available, if required,
while water is primarily procured from the municipality line.

Pudukkottai, Tamil Nadu

We acquired the manufacturing facility at Pudukkottai in Tamil Nadu in Fiscal 2016 through the acquisition of Hi-Build
Coatings Private Limited. As of September 30, 2020, our Pudukkottai Facility had an installed estimated production
capacity of 13,658 KLPA. We are also in the process of expanding our Pudukkottai Facility to include a water-based
manufacturing unit. For further information, see “ – Proposed Expansion Plans” and “Objects of the Offer” on pages 167
and 90, respectively.

We manufacture solvent-based enamels and primers, and wood coatings (both solvent-based and water-based) and certain
other products at our Pudukkottai Facility.

The power requirements are met through the local state power grid and sufficient power back-up is available, if required,
while water is procured from the industrial estate authorities.

Capacity and Capacity Utilization

Liquid Paints (Solvent/ Water-Based Paints)

The following table sets forth certain information relating to our capacity utilization of all our manufacturing facilities for
our liquid paints (comprising emulsion paints, enamels, wood coatings, distempers, and primers), calculated on the basis
of total installed production capacity and actual production as of/ for the periods indicated below:

Installed Production Capacity and Capacity Utilization as at and for the year ended (in kilo litres) (1) (2) (3) (4)
Location March 31, 2018 March 31, 2019 March 31, 2020
Installed Actual % Installed Actual % Installed Actual %
Capacity( Production Utilization( Capacity( Production Utilization( Capacity( Production Utilization(
1) (2) 3) 1) (2) 3) 1) (2) 3)

Jodhpur 22,312 19,576 87.74% 39,244 24,121 61.46% 45,544 23,167 50.87%
Facility
(Rajastha
n)
Kochi 15,640 8,739 55.88% 27,958 13,760 49.22% 42,701 18,406 43.10%
Facility
(Kerala)
Pudukkott 8,656 5,151 59.51% 9,034 6,058 67.06% 13,658 6,817 49.91%
ai Facility
(Tamil
Nadu)
Total 46,608 33,466 71.80% 76,236 43,939 57.64% 101,903 48,390 47.49%

Installed Production Capacity and Capacity Utilization as at and for the six months ended (in kilo
litres)(1) (2) (3) (4)
Location September 30, 2019 September 30, 2020
Installed Actual % Installed Actual %
Capacity(1) Production(2) Utilization(3) Capacity(1) Production(2) Utilization(3)
Jodhpur Facility 39,244 11,801 60.14% 45,544 10,352 45.46%
(Rajasthan)
Kochi Facility 27,958 7,768 55.57% 42,701 7,613 35.66%
(Kerala)
Pudukkottai 9,034 3,350 74.16% 13,658 3,196 46.80%
Facility (Tamil
Nadu)
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 Installed Production Capacity and Capacity Utilization as at and for the six months ended (in kilo
litres)(1) (2) (3) (4)
Location September 30, 2019 September 30, 2020
Installed Actual % Installed Actual %
Capacity(1) Production(2) Utilization(3) Capacity(1) Production(2) Utilization(3)
Total 76,236 22,919 30.06% 101,903 21,161 20.77%
#
As certified by (i) Er. Satendra Singh Yadav, Chartered Engineer, by certificate dated November 6, 2020, for the Jodhpur Facility; and (ii) Philip
Kuriakose, Chartered Engineer, by two certificates, each dated November 6, 2020 for the Kochi Facility and Pudukkottai Facility, respectively.

(1) The information relating to the installed production capacity of our manufacturing facilities as of the dates mentioned, as included above and
elsewhere in this Red Herring Prospectus are based on various assumptions and estimates that have been taken into account by the Chartered Engineers
for calculation of our capacity. These assumptions and estimates include the standard capacity calculation practice of the paint industry after examining
the calculations and explanations provided by us.

The assumptions and estimates taken into account include the following for the Jodhpur Facility: (i) Number of working days in a year – 300; (ii) Number
days in a month - 25; (iii) Number of shifts in a day – 2; and (iv) Average efficiency – 70%.

The assumptions and estimates taken into account include the following for the Kochi Facility: (i) Number of working days in a year – 300; (ii) Number
days in a month - 25; (iii) Number of shifts in a day – 2; and (iv) Average efficiency for the twin shaft disperser and, mixer installed at the Kochi Facility
– 80%.

The assumptions and estimates taken into account include the following for the Pudukkottai Facility: (i) Number of working days in a year – 300; (ii)
Number days in a month - 25; (iii) Number of shifts in a day – 2; and (iv) Average efficiency for the twin shaft disperser and, mixer installed at the
Pudukkottai Facility – 80%.

(2) The information relating to the actual production at our manufacturing facilities for the fiscal/period ended as included above and elsewhere in this
Red Herring Prospectus are based on the calculations and explanations provided to the Chartered Engineers, including with respect to the period during
which the manufacturing facilities operate in a year, expected operations, availability of raw materials, downtime resulting from scheduled maintenance
activities, unscheduled breakdowns, as well as expected operational efficiencies.

(3) Capacity utilization has been calculated on the basis of actual production during the relevant period divided by the aggregate annual installed
production capacity of relevant manufacturing facilities as of at the end of the relevant period. In the case of capacity utilization for the period ending
September 30, 2019 and September 30, 2020, the capacity utilization has been calculated by dividing the actual production for the period by 50% of the
annualized installed capacity.

(4) Actual production levels and utilization rates may vary from the capacity information of our manufacturing facilities included in this Red Herring
Prospectus and undue reliance should not be placed on such information. See “Risk Factors – Information relating to the installed manufacturing
capacity and capacity utilization of our manufacturing facilities included in this Red Herring Prospectus are based on various assumptions and estimates
and future production and capacity may vary.” on page 42.

Powder Paints (Putties and Cement Paints)

The following table sets forth certain information relating to our capacity utilization of all our manufacturing facilities for
our powder paints (comprising putties and cement paints), calculated on the basis of total installed production capacity and
actual production as of/ for the periods indicated below:

Installed Production Capacity and Capacity Utilization as at and for the year ended (in metric tonnes) (1) (2) (3) (4)
Location March 31, 2018 March 31, 2019 March 31, 2020
Installed Actual % Installed Actual % Installed Actual %
Capacity(1) Production(2) Utilization(3) Capacity(1) Production(2) Utilization(3) Capacity(1) Production(2) Utilization(3)
Jodhpur 48,944 32,783 66.98% 48,944 44,349 90.61% 93,118 58,161 50.87%
Facility
(Rajasthan
)

Installed Production Capacity and Capacity Utilization as at and for the six months ended (in metric tonnes) (1) (2) (3) (4)
Location September 30, 2019 September 30, 2020
Installed Capacity(1) Actual % Utilization(3) Installed Actual % Utilization(3)
Production(2) Capacity(1) Production(2)
Jodhpur Facility 48,944 27,086 110.68% 93,118 26,997 57.98%
(Rajasthan)
#
As certified by Er. Satendra Singh Yadav, Chartered Engineer, by certificate dated November 6, 2020.

(1) The information relating to the installed production capacity of our manufacturing facilities as of the dates mentioned, as included above and
elsewhere in this Red Herring Prospectus are based on various assumptions and estimates that have been taken into account by the Chartered Engineer
for calculation of our capacity. These assumptions and estimates include the standard capacity calculation practice of the paint industry after examining
the calculations and explanations provided by us. The assumptions and estimates taken into account include the following: (i) Number of working days
in a year - 300; (ii) Number days in a month - 25; (iii) Number of shifts in a day – 2; and (iv) Average efficiency – 70%.

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(2) The information relating to the actual production at our manufacturing facilities as of the dates included above and elsewhere in this Red Herring
Prospectus are based on the calculations and explanations provided to the Chartered Engineer, including with respect to the period during which the
manufacturing facilities operate in a year, expected operations, availability of raw materials, downtime resulting from scheduled maintenance activities,
unscheduled breakdowns, as well as expected operational efficiencies.

(3) Capacity utilization has been calculated on the basis of actual production during the relevant period divided by the aggregate annual installed
production capacity of relevant manufacturing facilities as of at the end of the relevant period. In the case of capacity utilization for the period ending
September 30, 2019 and September 30, 2020, the capacity utilization has been calculated by dividing the actual production for the period by 50% of the
annualized installed capacity.

(4) Actual production levels and utilization rates may vary from the capacity information of our manufacturing facilities included in this Red Herring
Prospectus and undue reliance should not be placed on such information. See “Risk Factors – Information relating to the installed manufacturing
capacity and capacity utilization of our manufacturing facilities included in this Red Herring Prospectus are based on various assumptions and estimates
and future production and capacity may vary.” on page 42.

Proposed Expansion Plans

In order to meet the growing demand for water-based paints, we propose to expand our Pudukkottai Facility to include
capacities for manufacturing water-based paints.

We are in the process of adding capacities at our Pudukkottai Facility to include a water-based manufacturing facility on a
land parcel that we own which is adjacent to our existing manufacturing unit. The unit is being set-up for the purpose of
manufacturing water-based emulsion paints, distempers and primers at Pudukkottai, Tamil Nadu. Consistent with past
practice, we will look to add capacity in a phased manner to ensure that we utilize our capacity at optimal levels.

Post completion of our proposed expansion plans, the expansion unit is expected to have an estimated installed capacity of
50,000 KLPA and is expected to be operational during Fiscal 2023. Also see, “Objects of the Offer” on pages 90.

We are also in the process of carrying out capacity expansion plans at our existing Jodhpur Facility. These additions are
being carried out at both Unit I and Unit II with respect to liquid paints such as emulsions and primers, and powder paints
such as putties.

The information on our proposed expansion plans are indicative and remain subject to the potential problems and
uncertainties that construction projects face including cost overruns or delays. We are in the process of obtaining various
consents, approvals and acknowledgements from regulatory authorities that are routine in nature in relation to the proposed
expansion at the Pudukkottai Facility. Also see, “Risk Factors – Our proposed capacity expansion plans relating to our
manufacturing facilities are subject to the risk of unanticipated delays in implementation and cost overruns.” on pages 28-
29, and “Government and Other Approvals - Approvals applied for in relation to our objects of the Offer i.e. proposed
expansion of our Pudukkottai manufacturing facility by setting up of an additional unit adjacent to the existing facility” on
page 313.

Procurement of Raw Materials

The primary raw materials used in the manufacture of water-based paints and cement-based paints are white cement,
minerals such as lime, dolomite, calcite, china clay and talcum, acrylic emulsions, pigments, additives, titanium dioxide
and packaging materials. Primary raw materials for solvent-based paints are alkyd resins, mineral turpentine oil, solvents,
pigments, additives, titanium dioxide, and packaging materials. In Fiscal 2018, 2019 and 2020 and in the six months ended
September 30, 2020, the cost of raw materials and components consumed represented 55.20%, 55.36%, 51.40% and
47.73%, respectively, of our revenue from operations. Raw materials are primarily transported to the manufacturing
facilities by road.

We source raw materials from a number of suppliers mainly based in and around the states in which we have our
manufacturing facilities. We manufacture water-based paints and cement-based paints and putties at our Jodhpur Facility.
We source raw materials for use at our Jodhpur Facility from suppliers and raw material manufacturers within Rajasthan
and the neighboring state of Gujarat.

For water-based paints manufactured at our Kochi Facility, principal raw materials for use at this facility are sourced from
manufacturers within Kerala and the neighboring states of Tamil Nadu and Karnataka. We import minerals from Vietnam
and receive them at the port in Kochi, Kerala.

For solvent-based paints manufactured at our Pudukkottai Facility, principal raw materials for use at this facility are sourced
from manufacturers based within Tamil Nadu and the neighboring state of Telangana.
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We do not have long-term purchase commitments or guaranteed purchase quantities with our suppliers. There are no
contractual commitments other than those set out in the purchase orders. Our key suppliers generally grant us a credit
period of between 60 days to 90 days.

We typically purchase raw materials based on the historical levels of sales, actual sales orders on hand and the anticipated
production requirements taking into consideration any expected fluctuation in raw material prices and delivery delay.

Manufacturing Process

The following illustrates the manufacturing process for our decorative paint products. The manufacturing process for
powder paints (cement paints and putties) are conceptually similar, although different set of equipment are used. The
manufacturing process for the liquid paints (water-based and solvent-based) are conceptually similar, although different
equipment are used for emulsions, distempers, enamels, and wood coatings. The manufacturing facilities are also supported
by effluent treatment and safety systems.

Manufacturing Process for Liquid Paints

Inspection of Raw Materials: Upon delivery, the incoming materials are inspected pursuant to quality control
specifications. Raw materials are accepted and stored only after they have passed the relevant quality control tests. Bulk
liquid raw materials that have passed the quality control tests are transported from tanker-vehicles and loaded and pumped
onto on-site storage vessels.

The manufacturing of liquid paints generally involves a two-stage process:

Stage I: Pre-mixing and grinding is carried out in a high speed disperser.

Stage II: Blending and mixing, filtering and colour matching is carried out in a blending tank.

Pre-mixing: Relevant raw materials are selected and weighed pursuant to the product codes for each batch of product to be
manufactured. Raw materials are then loaded to the pre-mixing machines. A combination of water, pigments, emulsion
polymer and additives are used for preparing water-based paints, while principal raw materials used in preparing solvent-
based paints include resins, solvents, pigments and additives. After loading, the raw materials are mixed by a twin shaft
disperser (TSD)/ bead mill, which serves to break them down into finer parts for further processing. Dispersing and wetting
agents are used to get a uniform mill base.

Grinding: After pre-mixing, the mill base produced in the high speed disperser is subjected to mechanical grinding, in
order to achieve the required level of fineness and homogenization. For solvent-based paints, the premixed materials are
broken down further by grinding equipment such as bead mills in order to achieve the required level of fineness. To obtain
the proper degree of dispersion, high speed dispersion equipment are used in the production of water-based paints.

Blending and Mixing: The mixture is then transferred to a blending tank. Additional ingredients, such as remaining
emulsion/ resins, solvents and additives, will be added when the slurry mixture attains the right degree of dispersion.

Colour Matching: Colour paste is added to the paint to reach the required colour standard of a particular batch of finished
product. Colour matching generally has to be carried out under normal daylight conditions in order to achieve the required
colour. A spectrometer is used for colour matching.

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Filtering: After blending, the mixture is filtered through a filtration equipment to remove non-dispersed pigments and any
entrained solids.

Packaging and Warehousing: Samples of finished paint products are thoroughly inspected pursuant to the quality control
requirements and the product specifications in respect of colour, density, fineness of grind, dispersion level, level of drying,
adhesion and flexibility. After passing quality control tests, the batch of paint products manufactured is poured into labelled
cans or buckets, packed, and moved to the warehouse for finished products pending delivery.

Manufacturing Process for Powder Paints

Inspection of Raw Materials: Upon delivery, the incoming materials are inspected pursuant to quality control
specifications. Raw materials are accepted only after they have passed the relevant quality control tests.

Mixing and Grinding: In case of putties, raw materials like dolomite, white cement and special polymers are fed into the
mixing equipment in the required quantity to get a uniform mixture. The resultant putty is subjected to quality test and sent
for packing and storage. For cement paints, the bulk of the raw materials are fed into the grinding equipment (ball mill)
and subjected to grinding and dispersion to get a uniform mixture.

Colour Matching: In case of cement paints, the required powdered colorants are added to the resultant ground mixture to
get the desired shade. Colour matching generally has to be carried out under normal daylight conditions in order to achieve
the required colour. A spectrometer is used for colour matching.

Packaging and Warehousing: Samples of finished products are thoroughly inspected pursuant to the quality control
requirement and is sent for packaging and storage.

Inventory Management

Our finished products are mainly stored on-site at our manufacturing facilities and at our depots. We produce a quantity of
finished products that is determined based on a combination of confirmed and expected orders.

Distribution Network and Sales

Our distribution network and infrastructure comprises depots operated by us, dealers that we engage with, tinting machines
that we install at dealer outlets, and the painter community in India. As of September 30, 2020, we distributed our products
across 27 states and seven union territories in India. In addition, we have a network of 14 Active Dealers in Bhutan as of
September 30, 2020. As of September 30, 2020, we had depots located across 20 states and one union territory in India.

The table below sets forth certain information on our depot and Active Dealer network in India, i.e. dealers that have issued
at least two invoices in two different months in the 12 preceding months and that have not been cancelled:

As of March 31, As of September 30,

2018 2019 2020 2019 2020
Number of Active
9,210 10,246 11,230 10,842 10,988
Dealers
Number of Depots 33 33 36 34 40

Our depots operate as primary freight destination points and secondary freight origin points. Finished products are
dispatched from our manufacturing facilities to our depots, and are subsequently dispatched from our depots to individual
dealers.

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We do not enter into formal agreements with our dealers and supply our products to them based on purchase orders issued.
Each of our depots comprises a branch head, area sales managers and frontline sales officers. The frontline sales officers
and area sales managers operate in the field and collect orders from dealers in their respective areas, which are then placed
at the respective depots. Upon receipt of orders at the depot, the products are dispatched from the inventory maintained at
the depot after due verification of the credit limit of the dealer. Inventory at the depot is replenished on arrival of products
from the manufacturing facilities, based on the prevailing sales trends and demand forecast.

Engagements with Dealers and the Painter Community

Our dealer network is well integrated with our marketing and promotional activities, and helps in strengthening our brand
image. For instance, some of our dealers display advertising boards for our products and life-size cutouts of our brand
ambassador at their outlets to attract consumers. We also consistently engage with our dealers and the painter community
by distributing branded merchandise and conducting a range of activities such as painter meets where trained engineers
carry out a blind testing of our products against those of our competitors. We also incentivise dealers based on purchase
volumes and payment practices. See “ – Pricing” on page 170.

Painters are incentivised through a token system in which containers of a select range of products carry tokens (with values
between ₹10 and ₹150). These tokens are then redeemed for cash by the painter at the dealer outlets, and subsequently
redeemed by the dealer at the relevant depot. We also provide colour consultancy books, fan decks to the painting
contractors, and an annual point based incentive system to the painting contractors as part of our engagement. These
engagements help us collect product feedback and insights on emerging trends that we then leverage to refine our product
development activities.

Installation of Tinting Machines

For emulsion paints, different shades are produced through in-shop tinting machines installed at dealer premises. These
tinting machines are unique to each paint manufacturer due to design specifications including with respect to colorants,
emulsion paint bases, fan-decks or shade cards, and customized software applications. These tinting machines are a
prerequisite for dealers who sell emulsion paints (Source: F&S Report). As of September 30, 2020, we placed a total of
4,603 tinting machines with dealers across India.

We also place gyro shakers, i.e. a shaking machine, at outlets of our dealers that is used to ensure uniform distribution of
colorants in the paint base to get a consistent shade. Products from the tinting machine are transferred to the gyro shaker
for this purpose. While the tinting machines are unique to each paint manufacturer, gyro shakers are manufacturer-agnostic,
and typically a dealer will have only one gyro shaker in an outlet. As of September 30, 2020, we placed a total of 2,239
gyro shakers with dealers across India.

We have entered into long-term agreements with the manufacturers of our tinting machines, and place purchase orders for
purchase of machines based on demand. These tinting machines are designed and manufactured based on our specifications.
Once a dealer has expressed acceptance for our tinting machine, we place an order with the manufacturer for delivery of
the machine at our relevant depot and for installation at the particular dealer outlet. We typically place orders on a monthly
basis for these machines. Ownership of the machine continues to vest with us and a right of use is granted to the dealer in
exchange for a specified sum, amounting to approximately 15% of the cost of the tinting machine. We also enter into an
annual maintenance contract for our tinting machines for repair works, costs of which are shared by our Company and the
dealer.

Pricing

All materials are pre-printed with a prescribed Maximum Retail Price (“MRP”) which includes all applicable taxes. A
separate Dealer Price List (“DPL”) is circulated to all the dealers indicating the amount for the products billed. Dealers are
offered various types of discounts and incentives based on the volumes purchased and payment practices followed. These
discounts and incentives are typically in the form of credit notes that are issued at the end of each month. We also offer
certain long-term loyalty discounts to dealers in the form of credit notes that are distributed at the end of each fiscal, or as
applicable. Painters are incentivised through a token system in which containers of a select range of products carry tokens
(with values between ₹10 and ₹150). These tokens are then redeemed for cash by the painter at the dealer outlets, and
subsequently redeemed by the dealer at the relevant depot.

Logistics

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We transport raw materials and finished products primarily by road. Our suppliers directly deliver our raw materials to our
manufacturing facilities. We outsource the delivery of our products to third-party logistics companies. We rely on freight
forwarders to deliver our products from our manufacturing facilities to our depots and onwards to dealer outlets. We do
not have long-term contractual relationships with our freight forwarders.

Utilities

We consume a substantial amount of power for our business operations. Our power requirement for our manufacturing
facilities is sourced from the relevant local state power grids. Our manufacturing processes require uninterrupted supply of
power in order to ensure that we are able to manufacture quality products. We have also installed generators at our
manufacturing facilities to ensure uninterrupted supply of power. We also require substantial amounts of water for our
manufacturing activities. We procure water from a combination of sources including industrial estate authorities,
municipality lines and water tankers. Also see “ – Manufacturing Facilities” on pages 164-165.

Brand Building and Marketing

We have invested significantly in the promotion of the “Indigo” brand and logo , and our advertisement and sales
promotion expenses in Fiscal 2018, 2019, 2020 and in the six months ended September 30, 2020, was ₹ 450.50 million, ₹
676.61 million, ₹ 790.54 million and ₹ 157.65 million, respectively, and represented 11.22%, 12.63%, 12.65% and 6.08%
of our revenue from operations in such periods, respectively. We believe this investment in advertising and promotion of
our brand is one of the key factors that has enabled us to build awareness, grow our network of dealers and expand
successfully across multiple regions, and that we will continue to benefit from these historical investments in brand building
as we execute our future growth plans.

We utilise a number of avenues to promote our brand and products, including traditional media outlets, our relationship
with a celebrity brand ambassador, and our network of dealers.

We have engaged Mr. Mahendra Singh Dhoni, a sportsperson with a pan-India appeal, as our brand ambassador for a
period of three years, with services being provided with effect from May 1, 2018, extendable on mutual consent of the
parties. We have also created a mascot for our brand, a zebra with colourful stripes that resembles our logo, and regularly
features in our marketing materials, to increase brand recall. We advertise through several key media outlets to promote
our brand and product portfolio, including through advertisements on television, newspapers, magazines, dealer signage
boards, in-shop branding materials and the internet. We work with a brand consultant to help produce creative content that
is market-specific. We also look to localise our advertising campaigns by adapting our advertisements to local languages
and customs in order to appeal to more targeted and relevant demographics within specific markets. Further, we work with
media companies to acquire optimal advertising slots in order to maximise the impact of our advertising campaigns.

Information Technology

We believe that an appropriate information technology infrastructure is important in order to support the growth of our
business. Our facilities are connected to our central IT network that facilitates monitoring of our operations and
management of supply chain. Our IT infrastructure enables us to track procurement of raw materials, sale of finished goods,
payments to vendors and suppliers, and receivables from dealers. We also utilize a SAP system which covers production,
finance, sales, marketing logistics, purchase and inventory, across all our depots and manufacturing facilities.

Competition

The Indian decorative paint industry has historically been dominated by four major entities, which had an aggregate market
share of 65% in 2019, as the industry presents significant entry barriers. These market entry barriers include the
development of an extensive distribution network through long-term relationships with dealers, the ability to set up tinting
machines with dealers, as well as significant marketing costs and the establishment of a distinct brand to gain product
acceptance. (Source: F&S Report). We compete with these companies as well as other smaller companies on the strength
of our distribution network, brand recognition and ability to leverage our dealer relationships to install tinting machines.

We believe we are well-positioned to compete with these companies given our differentiated strategy where we seek to
fulfil unmet product requirements, while at the same time offering a complete range of decorative paint products across
India. A significant amount of investment is required for the establishment of brand reputation and to penetrate into the
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sales network in India. (Source: F&S Report) With over two decades of operating history and the quality of our products,
our product development capability and our range of paint products for different applications, we believe that we have the
competitive strengths in the paint market in India. For further information on the competition we face in the markets in
which we operate, see “Industry Overview” beginning on page 127.

Quality Control

We place significant emphasis on quality control. Our quality management system with respect to our manufacturing
facilities at Jodhpur (Rajasthan), Kochi (Kerala) and Pudukkottai (Tamil Nadu) have been certified to conform to ISO
9001:2015, subject to annual audits conducted by independent consultants.

We inspect the raw materials we receive, work-in-progress and final products. We have implemented internal procedures
to ensure quality control at various stages of production, from procurement of raw material, production to inventory storage.
Each of our manufacturing facilities has personnel responsible for monitoring the parameters of equipment, stability of
materials, reporting any irregularities in the manufacturing process and making adjustments accordingly.

Health and Safety

Our activities are subject to various environmental laws and regulations which govern, among other matters, air emissions,
waste water discharges, the handling, storage and disposal of hazardous substances and wastes, the remediation of
contaminated sites, natural resource damages, and employee health and employee safety. For further information, see “Key
Industry Regulations and Policies” beginning on page 174. We continue to ensure compliance with applicable health and
safety regulations and other requirements in our operations.

We have complied, and will continue to comply, with all applicable environmental and associated laws, rules and
regulations. We have obtained, or are in the process of obtaining or renewing, all material environmental consents and
licenses from the relevant governmental agencies that are necessary for us to carry on our business. For further information,
see “Government and Other Approvals” beginning on page 312.

Each of our manufacturing facilities at Jodhpur (Rajasthan), Kochi (Kerala) and Pudukkottai (Tamil Nadu), has been
certified to conform to ISO 14001:2015 for our Environment Management systems and ISO 45001:2018 for our
Occupational Health & Safety Management systems, which are subject to annual audits conducted by independent
consultants.

Insurance

We have purchased insurance in order to manage the risk of losses from potentially harmful events, including: (i) insurance
policy covering fire, damage to buildings, plant and machinery, stocks (raw materials and finished goods), vehicles (ii)
directors’ and officers’ liability insurance policy, and (iii) policy covering damage to stocks at our depots. These insurance
policies are renewed periodically to ensure that the coverage is adequate. Our insurance covers all our manufacturing
facilities and depots.

Employees

As of September 30, 2020, we had an employee base of 666 employees. The following table sets forth a breakdown of our
employees by function as of September 30, 2020:

Function Number of Employees

Sales 419
Production 224
Head Office 23
Total 666

In addition, we contract with third-party manpower and services firms for the supply of contract labour for certain services
at our manufacturing facilities. The number of contract labourers varies from time to time based on the nature and extent
of work contracted to independent contractors.

Intellectual Property

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We have obtained trademark registrations in India, including for the “Indigo” brand and logo of our Company
under Class 2 of Schedule 4 of the Trademark Rules, 2002 and certain other logos such as “Indigo Stripes” and “Indigo
Container Artwork” among others under Class 1, Class 2. All the trademarks are registered in the name of the Company.

We also sell a limited range of products in Kerala to select dealers under the brand names of “HBC”, “Francoat”, “Enigma”,
and “Vibe”, brands that we acquired as a result of the acquisition of Hi-Build Coatings Private Limited in Fiscal 2016, and
that are currently registered in the name of the Company.

We have also registered the domain name [Link] in India.

Corporate Social Responsibility

We have constituted a corporate and social responsibility (“CSR”) committee of our Board of Directors (the “CSR
Committee”) and have adopted and implemented a CSR policy on March 11, 2020, pursuant to which we carry out our
CSR activities. These CSR activities include working with governmental and non-governmental organizations for
improving the quality of education imparted in government and municipal schools.

Property

Our Registered Office and Corporate Office is located at Indigo Tower, Street-5, Pallod Farm-2, Baner Road, Pune -411
045, Maharashtra, India and is owned by us on a freehold basis. As of September 30, 2020, we operated 40 depots, all of
which were held on leasehold basis or leave and license basis. As of the date of this Red Herring Prospectus, we own and
operate three manufacturing facilities at Jodhpur (Rajasthan), Kochi (Kerala) and Pudukkottai (Tamil Nadu). Some of the
land for these manufacturing facilities is held by our Company on freehold basis and some on leasehold basis, as set out
below:

Facility Address Area (Square Leasehold/ Freehold

Meters)
Jodhpur, Rajasthan
Unit I F-910, Boranada Industrial Area, Phase IV, Jodhpur – 8,400.00 Leasehold
342 012, Rajasthan, India
Unit II A 207, 208, Boranada Industrial Park, Boranada, 20,537.00 Leasehold
Jodhpur – 342 012, Rajasthan, India
Kochi, Kerala Plot No. 74, 75, 76 B&C Major Industrial Estate, South 6,756.74 Combination of leasehold and
Kalamassery, Kochi – 683 109, Kerala, India freehold
Pudukkottai, Plot No. 4-A(3), SIPCOT Industrial Complex, 96,903.00 Combination of leasehold and
Tamil Nadu Pudukkottai – 622 002, Tamil Nadu, India freehold

S.F. 325/1 and 325/5, Vellanur Village, Kulathur

Taluk, Pudukkottai, Tamil Nadu, India

Survey No. 17-2, Patta no. 497, Panampatti Village,

Illupur Taluk, Pudukkottai, Tamil Nadu, India

In addition, we hold freehold land admeasuring 1,296.17 square meters located at old survey number 323-1 and new survey
number 323-1B, Vellanur Taluk of Kulathur, Pudukkottai, Tamil Nadu, India.

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 KEY INDUSTRY REGULATIONS AND POLICIES

The following description is an overview of certain laws and regulations in India, which are relevant to our Company. The
information in this section has been obtained from various legislations, including rules, regulations and policies
promulgated by regulatory and statutory bodies, which are available in the public domain. The description of laws,
regulations and policies set out below is not exhaustive and is only intended to provide general information to investors
and is neither designed nor intended to be a substitute for professional legal advice. The statements below are based on
the current provisions of Indian law and the judicial and administrative interpretations thereof, which are subject to change
or modification by subsequent legislative, regulatory, administrative or judicial decisions.

Further, taxation statutes such as the Income Tax Act, 1961, and other miscellaneous regulations and statutes such as the
Trade Marks Act, 1999, apply to us as they do to any Indian company.

Key Acts, Regulations and Policies governing our Company

Legal Metrology Act, 2009 (the “Legal Metrology Act”) and Legal Metrology (Packaged Commodities) Rules, 2011
The Legal Metrology Act seeks to establish and enforce standard weights and measures regulate trade and commerce in
weights, measures and other goods which are sold or distributed by weight, measure or number and for matters connected
therewith or incidental thereto. The Legal Metrology Act and rules framed thereunder regulate inter alia, the labelling and
packaging of commodities, verification of weights and measures used, and lists penalties for offences and compounding of
offences under it. The Controller of Legal Metrology Department is the competent authority to grant the licence under the
Legal Metrology Act. Any manufacturer dealing instruments for weights and measuring of goods must procure a license
from the state department under the Legal Metrology Act. Any non-compliance or violation under the Legal Metrology
Act may result in inter alia a monetary penalty on the manufacturer or seizure of goods or imprisonment in certain cases.

The Legal Metrology (Packaged Commodities) Rules, 2011 framed under the Legal Metrology Act lay down specific
provisions applicable to packages intended for retail sale, wholesale packages and for export and import of packaged
commodities and also provide for registration of manufacturers and packers. Further, the Legal Metrology (Packaged
Commodities) Amendment Rules, 2017 lay down specific provisions for e-commerce transactions and online sale of
packaged commodities.

The Explosives Act, 1884 (the “Explosives Act”) and the Explosives Rules, 2008 (the “Explosive Rules”)

The Explosives Act regulates the manufacture, possession, use, sale, transport, import and export of explosives and
empowers the Central Government to make rules for the regulation and prohibition of these activities in relation to any
specified class of explosives. Persons lawfully involved in these activities are required to obtain a license from the
appropriate authority in terms of the provisions of the Explosives Act. In furtherance to the purpose of this Act, the Central
Government has notified the Explosive Rules in order to regulate the manufacture, import, export, transport and possession
for sale or use of explosives.

Environmental Laws
We are subject to various environment regulations as the operation of our establishments might have an impact on the
environment in which they are situated. The Environment (Protection) Act, 1986 was enacted with an objective of
protection and improvement of the environment and for matters connected therewith. As per this Act, the Central
Government has been given the power to take all such measures for the purpose of protecting and improving the quality of
the environment and to prevent environmental pollution. Further, the Central Government has been given the power to give
directions in writing to any person or officer or any authority for any of the purposes of the Act, including the power to
direct the closure, prohibition or regulation of any industry, operation or process. The Environment (Protection) Rules,
1986, framed under the Environment Protection Act, 1986 lay down specific provisions regarding standards for emission
or discharge of environmental pollutants, prohibition of carrying out industrial activities in certain geographical locations,
procedures for function of environmental laboratories and submission of samples.

The Water (Prevention and Control of Pollution) Act, 1974 prohibits the use of any stream or well for the disposal of
polluting matter, in violation of the standards set down by the State Pollution Control Board (“PCB”) and provides that the
consent of the State PCB must be obtained prior to opening of any new outlets or discharges, which are likely to discharge
sewage or effluent. The Air (Prevention and Control of Pollution) Act, 1981 requires that any individual, industry or
institution responsible for emitting smoke or gases must apply in a prescribed form and obtain consent from the State PCB
prior to establishing or operating any industrial plant in an air pollution control area.

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Further, the Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 regulate the
collection, reception, treatment and storage of hazardous waste. In terms of the Hazardous Waste Rules, occupiers, being
persons who have control over the affairs of a factory or premises or any person in possession of hazardous or other waste,
have been, inter alia, made responsible for safe and environmentally sound management of hazardous and other wastes
generated in their establishments and are required to obtain license/ authorisation from the respective State PCB for
handling, generation, collection, storage, packaging, transportation, usage, treatment, processing, recycling, recovery, pre-
processing, co-processing, utilising, selling, transferring or disposing hazardous or other waste.

We are also subject to the fire control and safety rules and regulations framed by the specific state governments where we
own, operate and maintain establishments. The legislations include provisions in relation to fire safety and life saving
measures by occupiers of buildings, licensing provisions and penalties for non-compliance.

Further, the Ministry of Environment, Forest and Climate Change has issued Draft Environment Impact Assessment
Notification 2020 (“EIA 2020”) which proposes to replace the erstwhile Environment Impact Assessment Notification,
2006. The EIA 2020 inter alia contemplates two kinds of approvals, being (i) prior environment clearance with the approval
of expert committees and (ii) environmental permission or provision without the approval of expert committees. Certain
projects including clay and sand extraction, digging well or foundations of buildings, solar thermal power plants and
common effluent treatment plants have been exempted from such approvals.

Bureau of Indian Standards Act, 2016 (the “BIS Act”)

BIS Act was notified on March 22, 2016 and came into effect from October 12, 2017. The BIS Act establishes the Bureau
of Indian Standards (BIS) as the National Standards Body of India. The BIS Act has enabling provisions for the
Government to bring under compulsory certification regime any goods or article of any scheduled industry, process, system
or service which it considers necessary in the public interest or for the protection of human, animal or plant health, safety
of the environment, or prevention of unfair trade practices, or national security. The BIS has stipulated standards to be
followed by manufacturers for paints regarding the composition, packaging, sampling and amount of hazardous substances
that can be used in the composition of paints and plastic emulsions.

Regulations Related to Foreign Trade

The foreign policy of India is governed and regulated by the Foreign Trade (Development and Regulation) Act, 1992 (the
“Foreign Trade Act”). The Foreign Trade Act has empowered the Central Government to make provisions for the
development as well as regulation of foreign trade by the way of facilitating imports into as well as augmenting exports
from the country and in all the other matters related to foreign trade. It authorises the government to formulate as well as
announce the export and import policy and to keep amending the same on a timely basis. The government has also been
given a wide power to prohibit, restrict and regulate the exports and imports in general as well as specified cases of foreign
trade. The Foreign Trade Act provides for certain appointments especially that of the Director-General to advise the Central
Government in formulating import and export policy and to implement the same. Further, the Foreign Trade Act requires
every importer as well as exporter to obtain a code number called the Importer Exporter Code Number (IEC) from the
Director-General or the authorised officer.

The Foreign Trade Act provides the balancing of all the budgetary targets in terms of imports and exports. The principal
objectives here include the facilitation of sustain growth as to the exports of the country, the distribution of quality goods
and services to the domestic consumer at internationally competitive prices, stimulation of sustained economic growth by
providing access to essential raw materials as well as enhancement of technological strength, industry as well as services
and improvement of their competitiveness to meet all kinds of requirement of the global markets.

Labour Laws

We are subject to various labour laws for the safety, protection, condition of working, employment terms and welfare of
labourers and/ or employees of our Company.

Factories Act, 1948

The Factories Act provides for a healthy working environment for the workers/ labourers. The Factories Act regulates
occupational safety, health and welfare of workers of the industries, in which 10 or more workers are employed on any day
of the preceding 12 months and in which manufacturing process is carried on with the aid of power and any premises where
there are at least 20 workers, even while there may not be an electrically aided manufacturing process being carried on.
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This legislation is being enforced by the Government through officers appointed under the Factories Act i.e. Inspectors of
Factories, Deputy Chief Inspectors etc. who work under the control of the Chief Inspector of Factories and overall control
of the Labour Commissioner. The ambit of the Factories Act includes provisions as to the approval of factory building
plans before construction or extension, investigation of complaints, maintenance of registers and the submission of yearly
and half-yearly returns.

The Code on Wages, 2019

The Code on Wages, 2019 received the assent of the President of India on August 8, 2019 and proposes to subsume four
existing laws namely, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965
and the Equal Remuneration Act, 1976. The provisions of this code will be brought into force on a date to be notified by
the Central Government.

The Occupational Safety, Health and Working Conditions Code, 2020

The Occupational Safety, Health and Working Conditions Code, 2020 received the assent of the President of India on
September 28, 2020 and proposes to subsume certain existing legislations, including the Factories Act, 1948, the Contract
Labour (Regulation and Abolition) Act, 1970, the Inter-State Migrant Workmen (Regulation of Employment and
Conditions of Service) Act, 1979 and the Building and Other Construction Workers (Regulation of Employment and
Conditions of Service) Act, 1996. The provisions of this code will be brought into force on a date to be notified by the
Central Government. The Central Government has issued the draft rules under the Occupational Safety, Health and
Working Conditions Code, 2020. The draft rules provide for operationalization of provisions in the Occupational Safety,
Health and Working Conditions Code, 2020 relating to safety, health and working conditions of the dock workers, building
or other construction workers, mines workers, inter-state migrant workers, contract labour, journalists, audio-visual
workers and sales promotion employees.

The Industrial Relations Code, 2020

The Industrial Relations Code, 2020 received the assent of the President of India on September 28, 2020 and it proposes
to subsume three existing legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions Act, 1926 and the
Industrial Employment (Standing Orders) Act, 1946. The provisions of this code will be brought into force on a date to be
notified by the Central Government.

The Code on Social Security, 2020

The Code on Social Security, 2020 received the assent of the President of India on September 28, 2020 and it proposes to
subsume certain existing legislations including the Employee's Compensation Act, 1923, the Employees’ State Insurance
Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, the
Payment of Gratuity Act, 1972, the Building and Other Construction Workers’ Welfare Cess Act, 1996 and the
Unorganised Workers’ Social Security Act, 2008. The provisions of this code will be brought into force on a date to be
notified by the Central Government. The Central Government has issued the draft rules under the Code on Social Security,
2020. The draft rules provide for operationalization of provisions in the Code on Social Security, 2020 relating to
employees’ provident fund, employees’ state insurance corporation, gratuity, maternity benefit, social security and cess in
respect of building and other construction workers, social security for unorganised workers, gig workers and platform
workers.

In addition to above, we are subject to wide variety of generally applicable labour laws concerning condition of working,
benefit and welfare of our labourers and employees such as the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Employees (Provident Fund and Miscellaneous Provision) Act, 1952.

Shops and establishments legislations in various states

Under the provisions of local shops and establishments legislations applicable in the states in which establishments are set
up, establishments are required to be registered. Such legislations regulate the working and employment conditions of the
workers employed in shops and establishments including commercial establishments and provide for fixation of opening
and closing hours, daily and weekly working hours, rest intervals, overtime, holidays, leave, health and safety measures,
termination of service, wages for overtime work, maintenance of shops and establishments and other rights and obligations
of the employers and employees. There are penalties prescribed in the form of monetary fine or imprisonment for violation
of the legislations.

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In addition to the above, we are also governed by the provisions of the Companies Act, 2013 and rules framed thereunder
and other applicable laws and regulations imposed by the central and state government and other authorities for day to day
business, operations and administration of our Company. Our Company is also amenable to various central tax laws
including Central Goods and Service Tax Act, 2017, Central Sales Tax Act, 1956, Integrated Goods and Services Tax Act,
2017, Customs Act, 1961 and various state tax laws.

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 HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company

Our Company was originally incorporated as ‘Indigo Paints Private Limited’ at Pune, Maharashtra as a private limited
company under the Companies Act, 1956, pursuant to the certificate of incorporation dated March 28, 2000 issued by the
RoC. Subsequently, our Company was converted into a public limited company and consequently the name of our
Company was changed to ‘Indigo Paints Limited’ and a fresh certificate of incorporation dated August 20, 2020 was issued
by the RoC.

Changes in the Registered Office

Except as disclosed below, there has been no change in the registered office of our Company since the date of incorporation.

Date of change Details of change in the Registered Office Reasons for change
March 10, 2018 The registered office of our Company was shifted from Administrative reasons
Villa Number 6, Paradise Baner Road, Baner, Pune
411 045 to 103, Montreal, Behind Mauli Petrol Pump,
Baner Road, Pune 411 045, Maharashtra
October 20, 2020 The registered office of our Company was shifted from Administrative reasons
103, Montreal, Behind Mauli Petrol Pump, Baner
Road, Pune 411 045 to Indigo Towers, Street-5, Pallod
Farm-2, Baner Road, Pune 411 045, Maharashtra

Main objects of our Company

The main objects contained in our Memorandum of Association are as follows:

1. “To carry on the business as manufacturers, formulators, processors, producers, makers, importers, exporters, buyers,
sellers, suppliers, stockists, agents, merchants, distributors and dealers in all types of paints and varnishes including
enamel, synthetic, plastic-enamel, dye stuff, solvents, rust removers, rust preventives, adhesives, compounds, softeners,
organic and inorganic compounds, solvents, allied chemicals and their by-products, derivatives and residues.”

The main objects as contained in our Memorandum of Association enable our Company to carry on business presently
being carried out.

Amendments to the Memorandum of Association

Set out below are the amendments to our Memorandum of Association in the last 10 years:

Date of Shareholder’s Particulars

resolution/ Effective date
July 31, 2014 Clause V of our Memorandum of Association was amended to reflect increase in the authorised share
capital of our Company from ₹ 4,500,000 divided into 450,000 equity shares of ₹ 10 each into ₹
17,001,000 divided into 500,000 equity shares of ₹10 each, 50 class A1 equity shares of ₹ 10 each,
50 class A2 equity shares of ₹ 10 each, 70,000 series A1 fully and compulsorily convertible
cumulative preference shares of ₹ 100 and 50,000 series A2 fully and compulsorily convertible
cumulative preference shares of ₹ 100 each.
January 14, 2016 Clause V of our Memorandum of Association was amended to reflect increase in the authorised share
capital of our Company from ₹ 17,001,000 divided into 500,000 equity shares of ₹10 each, 50 class
A1 equity shares of ₹ 10 each, 50 class A2 equity shares of ₹ 10 each, 70,000 series A1 fully and
compulsorily convertible cumulative preference shares of ₹ 100 each and 50,000 series A1 fully and
compulsorily convertible cumulative preference shares of ₹ 100 to ₹ 29,736,500 divided into 500,000
equity shares of ₹10 each, 50 class A1 equity shares of ₹10 each, 50 class A2 equity shares of ₹10
each, 69,904 series A1 fully and compulsorily convertible cumulative preference shares of ₹ 100
each, 46,586 series A2 fully and compulsorily convertible cumulative preference shares of ₹ 100
each and 130,865 series B fully and compulsorily convertible cumulative preference shares of ₹ 100
each.
March 23, 2017 Clause V of our Memorandum of Association was amended to reflect increase in the authorised share
capital of our Company from ₹ 29,736,500 divided into 500,000 equity shares of ₹10 each, 50 class
A1 equity shares of ₹10 each, 50 class A2 equity shares of ₹10 each, 69,904 series A1 fully and
compulsorily convertible cumulative preference shares of ₹ 100 each 46,586 series A2 fully and

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 Date of Shareholder’s Particulars
resolution/ Effective date
compulsorily convertible cumulative preference shares of ₹ 100 each to ₹ 483,110,000 divided into
30,000,000 equity shares of ₹10 each, 3,250 class A1 equity shares of ₹ 10 each, 3,250 class A2
equity shares of ₹ 10 each, 69,904 series A1 fully and compulsorily convertible cumulative
preference shares of ₹ 100 each, 46,586 series A2 fully and compulsorily convertible cumulative
preference shares of ₹ 100 each, 130,865 series B fully and compulsorily convertible cumulative
preference shares of ₹ 100 each and 15,830,950 series C fully and compulsorily convertible
cumulative preference shares of ₹ 10 each.
September 28, 2018 Clause V of our Memorandum of Association was amended to reflect re-classification in the
authorised share capital of our Company from ₹ 633,110,000 divided into 45,000,000 equity shares
of ₹10 each, 3,250 class A1 equity shares of ₹ 10 each, 3,250 class A2 equity shares of ₹ 10 each,
69,904 series A1 fully and compulsorily convertible cumulative preference shares of ₹ 100 each,
46,586 series A2 fully and compulsorily convertible cumulative preference shares of ₹ 100 each,
130,865 series B fully and compulsorily convertible cumulative preference shares of ₹ 100 each and
15,830,950 series C fully and compulsorily convertible cumulative preference shares of ₹ 10 each to
₹ 633,110,000 divided into 43,000,000 equity shares of ₹10 each, 3,250 class A 1 equity shares of ₹
10 each, 3,250 class A2 equity shares of ₹10 each, 69,904 series A1 fully and compulsorily
convertible cumulative preference shares of ₹100 each, 46,586 series A2 fully and compulsorily
convertible cumulative preference shares of ₹100 each, 130,865 series B fully and compulsorily
convertible cumulative preference shares of ₹ 100 each and 15,830,950 series C fully and
compulsorily convertible cumulative preference shares of ₹ 10 each and 2,000,000 preference shares
of ₹ 10 each.
June 01, 2020 Clause I of our Memorandum of Association was amended to reflect the change in the name of our
Company from ‘Indigo Paints Private Limited’ to ‘Indigo Paints Limited’, consequent upon
conversion from a private limited company to a public limited company.
October 26, 2020 Clause V of our Memorandum of Association was amended to reflect the re-classification of Class
A1 Equity Shares and Class A2 Equity Shares to ordinary Equity Shares of our Company, and
increase in the authorised share capital of our Company from ₹ 633,110,000 divided into 43,006,500
equity shares of ₹10 each, 69,904 series A1 fully and compulsorily convertible cumulative preference
shares of ₹ 100 each, 46,586 series A2 fully and compulsorily convertible cumulative preference
shares of ₹ 100 each, 130,865 series B fully and compulsorily convertible cumulative preference
shares of ₹ 100 each, 15,830,950 series C fully and compulsorily convertible cumulative preference
shares of ₹ 10 each, and 2,000,000 preference shares of ₹ 10 each to ₹700,000,000 divided into
49,695,500 equity shares of ₹10 each, 69,904 series A1 fully and compulsorily convertible
cumulative preference shares of ₹ 100 each, 46,586 series A2 fully and compulsorily convertible
cumulative preference shares of ₹ 100 each, 130,865 series B fully and compulsorily convertible
cumulative preference shares of ₹ 100 each and 15,830,950 series C fully and compulsorily
convertible cumulative preference shares of ₹ 10 each and 2,000,000 preference shares of ₹ 10 each.
December 22, 2020 Clause V of our Memorandum of Association was amended to reflect the (i) conversion of series A1
fully and compulsorily convertible cumulative preference, series A2 fully and compulsorily
convertible cumulative preference, series B fully and compulsorily convertible cumulative
preference and series C fully and compulsorily convertible cumulative preference into Equity Shares
of our Company; (ii) reclassification of preference shares into Equity Shares of our Company; and
(iii) creation of additional Equity Shares of our Company from ₹700,000,000 divided into 49,695,500
equity shares of ₹ 10 each, 69,904 series A1 fully and compulsorily convertible cumulative
preference shares of ₹ 100 each, 46,586 series A2 fully and compulsorily convertible cumulative
preference shares of ₹ 100 each, 130,865 series B fully and compulsorily convertible cumulative
preference shares of ₹ 100 each and 15,830,950 series C fully and compulsorily convertible
cumulative preference shares of ₹ 10 each and 2,000,000 preference shares of ₹ 10 each to ₹
700,000,000 divided into 70,000,000 Equity Shares of ₹ 10 each.

Major events and milestones of our Company

The table below sets forth some of the key events in the history of our Company:

Fiscal Events
Year
2019 • Our Company appointed Mahendra Singh Dhoni, as its brand ambassador
• We introduced a new model of tinting machines across India

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 Fiscal Events
Year
• Our Company engaged in BTL activities like painter meets, dealer boards and in-shop branding, and
also intensified dealer loyalty programmes
2018 • We intensified television advertising
• Our Company expanded its geographical footprint to other states
2016 • SCII V invested approximately ₹ 900 million by in our Company
• Our Company acquired Hi-Build Coatings Private Limited; a Kerala based paint company
• Sequoia IV invested approximately ₹ 200 million in our Company
2015 • Sequoia IV invested approximately ₹ 300 million in our Company
2013 • We carried out a rebranding exercise and created our new logo and packaging design
• We began advertising in newspapers and hoardings
2011 • Our Company implemented SAP
2010 • We had expanded our geographical footprint to 11 states in India by now
2007 • Our Company moved to its own factory space in Jodhpur, Rajasthan
• Our Company had by now broadened its product portfolio to include water-based paints
2001 • Our Company began manufacturing of cement paints in Jharkhand and later shifted to Jodhpur,
Rajasthan
2000 • Incorporation of our Company

Our Holding Company

As of the date of this Red Herring Prospectus, our Company does not have a holding company.

Our Subsidiary and Joint Venture

As of the date of this Red Herring Prospectus, our Company does not have any subsidiary or joint venture.

Significant financial and strategic partnerships

As of the date of this Red Herring Prospectus, our Company does not have any significant financial and strategic
partnerships.

Time/cost overrun

There have been no time and cost over-runs in respect of our business operations.

Awards and Accreditations

1. Our quality management systems with respect to our manufacturing facilities at Jodhpur (Rajasthan), Kochi (Kerala)
and Pudukkottai (Tamil Nadu) have been certified to conform to EN ISO 9001:2015 pursuant to a certificate dated
September 16, 2019, subject to annual audits conducted by independent consultants.

2. Each of our manufacturing facilities at Jodhpur (Rajasthan), Kochi (Kerala) and Pudukkottai (Tamil Nadu), has been
certified to conform to EN ISO 14001:2015 pursuant to a certificate dated September 16, 2019, for our environment
management systems, subject to annual audits conducted by independent consultants.

3. Each of our manufacturing facilities at Jodhpur (Rajasthan), Kochi (Kerala) and Pudukkottai (Tamil Nadu), has been
certified to conform to ISO 45001:2018 for our occupational health & safety management systems pursuant to a
certificate dated September 16, 2019, subject to annual audits conducted by independent consultants.

Launch of key products or services, entry into new geographies or exit from existing markets, capacity/ facility
creation or location of plants

For details of key products or services launched by our Company, entry into new geographies or exit from existing markets,
capacity/facility creation, location of our manufacturing facilities, see “Our Business” beginning on page 154.

Defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks

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There have been no instances of rescheduling/ restructuring of borrowings with financial institutions/ banks in respect of
our current borrowings from lenders.

Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any

revaluation of assets, etc. in the last 10 years

Except as disclosed below, our Company has not made any material acquisitions or divestments of business/undertakings,
mergers, amalgamation, any revaluation of assets, etc. in the last 10 years.

Scheme of Amalgamation of Hi-Build Coatings Private Limited (“Hi-Build”) with our Company

In terms of the share purchase agreement dated November 30, 2015, our Company acquired 100% of the entire issued,
subscribed and paid-up share capital of Hi-Build with an intention to subsequently merge Hi-Build with our Company.
Consequently, pursuant to the order dated March 02, 2017, the National Company Law Tribunal, Mumbai, sanctioned a
scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1956 (corresponding Sections 230 and 231 of
the Companies Act, 2013) pursuant to which Hi-Build, a wholly owned subsidiary of our Company, was amalgamated into
our Company (“Scheme of Amalgamation”). The appointed date for the Scheme of Amalgamation was April 01, 2016
while the effective date was April 19, 2017. The Scheme of Amalgamation was entered into with the aim of achieving
increased operational efficiencies, bring economies of scale and result in synergetic integration of businesses currently
carried on, increased competitive strength, cost reduction and efficiencies, reduction in compliance and statutory filings,
improvement of internal controls, productivity gains and logistic advantages of our Company and Hi-Build.

Further, pursuant to the Scheme of Amalgamation, the entire undertaking of Hi-Build including all its assets and properties
(both movable and immovable), liabilities, debts, rights and obligations of all kinds, nature and description was transferred
to and vested in our Company as a going concern. Further, employees of Hi-Build were deemed to have become employees
of our Company subject to certain terms and conditions, inter alia, including such employees becoming employees of our
Company without any break or interruption in services and on terms and conditions not less favourable than those on which
they were engaged by Hi-Build. No new shares were issues pursuant to such Scheme of Amalgamation.

Guarantees given by our Promoters

The Promoters have not provided any guarantees on behalf of our Company.

Shareholders’ agreements and other agreements

Share Subscription Agreement dated February 8, 2016 entered into by and among our Company, SCII V, Hemant
Prasad Jalan, Tara Devi Jalan, Kamala Prasad Jalan, Anita Jalan, Parag Jalan and Halogen Chemicals (“SSA 2016”),
Share Purchase Agreement dated February 8, 2016 entered into by and among our Company, SCII V, and Hemant
Prasad Jalan, Tara Devi Jalan, Kamala Prasad Jalan, Anita Jalan, Parag Jalan and Halogen Chemicals (“SPA 2016”),
and Amended and Restated Shareholders’ Agreement dated February 8, 2016 entered into by and among our Company,
Sequoia IV, SCII V (Sequoia IV and SCII V are collectively referred to as the “Investors”) and Hemant Prasad Jalan,
Tara Devi Jalan, Kamala Prasad Jalan, Anita Jalan, Parag Jalan and Halogen Chemicals (“Shareholders’ Agreement”
or “SHA 2016”)

In terms of the share subscription and share purchase agreement dated August 7, 2014 (“SSPA 2014”) entered into by and
among our Company, Sequoia IV, and Hemant Prasad Jalan, Tara Devi Jalan, Kamala Prasad Jalan, Anita Jalan, Parag
Jalan and Halogen Chemicals, Sequoia IV subscribed to 50 Class A1 Equity Shares (such Class A1 Equity Shares having
differential voting rights attached to them), 69,904 Series A1 CCCPS, 50 Class A2 Equity Shares (such Class A1 Equity
Shares having differential voting rights attached to them), and 46,586 Series A2 CCCPS for an aggregate consideration of
₹ 500.00 million. Further, in terms of the SSPA 2014, Sequoia also purchased 11,659 Equity Shares from Tara Devi Jalan
for an aggregate consideration of ₹ 50.00 million. Pursuant to such subscription and purchase of shares of our Company,
Sequoia IV acquired 22.5% of the issued and paid-up share capital of our Company, on a fully diluted basis, in the year
2014. Consequently, the shareholders’ agreement dated August 7, 2014 was entered into by and among our Company,
Sequoia IV, and Hemant Prasad Jalan, Tara Devi Jalan, Kamala Prasad Jalan, Anita Jalan, Parag Jalan and Halogen
Chemicals (“SHA 2014”).

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Pursuant to the SSA 2016, SCII V subscribed to 130,865 Series B CCCPS for an aggregate consideration of ₹ 899.99
million. Further, in terms of the SPA 2016, SCII V purchased 7,270 Equity Shares from certain of our Promoters and Tara
Devi Jalan for an aggregate consideration of ₹ 49.99 million. Pursuant to the subscription to Series B CCCPS and purchase
of 7,270 Equity Shares, SCII V acquired 19.71% of the issued and paid-up share capital of our Company, on a fully diluted
basis, in the year 2016. Consequently, the SHA 2016 was entered into by and among our Company, the Investors, and
Hemant Prasad Jalan, Tara Devi Jalan, Kamala Prasad Jalan, Anita Jalan, Parag Jalan and Halogen Chemicals, setting out
their respective inter se rights and obligations vis-à-vis our Company in connection with the investments received by our
Company. The SHA 2016 amended and replaced the SHA 2014.

In terms of the SHA 2016, the Investors, jointly have a right to nominate two directors on our Board. Further, the Investors
have also been provided with certain key rights such as right to appoint observers including additional observers, certain
tag-along rights, pre-emptive rights, anti-dilution adjustments, information rights and other such additional rights in
accordance with the terms of the SHA 2016. Further, in terms of the SHA 2016, Hemant Prasad Jalan, Tara Devi Jalan,
Kamala Prasad Jalan, Anita Jalan, Parag Jalan and Halogen Chemicals also had certain special rights in relation to
appointment of directors to our Board.

Pursuant to the Shareholders’ Amendment Agreement, certain rights of our Company, Sequoia IV, SCII V and Hemant
Prasad Jalan, Tara Devi Jalan, Kamala Prasad Jalan, Anita Jalan, Parag Jalan and Halogen Chemicals (collectively, referred
to as “Parties” and individually, referred to as “Party”), among others, in relation to nomination of directors to our Board,
transfer of securities and restricted transfers between the Parties, as stipulated in the SHA 2016, have been amended. In
terms of the Shareholders’ Amendment Agreement, the Investors have consented to certain actions required to be taken by
our Company in relation to the Offer as required under the SHA 2016. Further, Class A1 Equity Shares and Class A2
Equity Shares which had differential voting rights attached to them in terms of the SHA 2016, have been re-classified to
ordinary Equity Shares. Moreover, in terms of the Shareholders’ Amendment Agreement, the Investors jointly have a right
to nominate one director to our Board so long as the Investors collectively hold more than or equal to 10% (ten percent) of
the post-issue Equity Share capital of our Company, on a fully diluted basis, subject to applicable law. In terms of the
Shareholders’ Amendment Agreement, SHA 2016 shall automatically stand terminated upon the date on which listing and
trading of Equity Shares commences on the Stock Exchanges. Accordingly, all rights available to the Parties under SHA
2016 and the Shareholder’ Amendment Agreement shall cease to exist upon listing of the Equity Shares on the Stock
Exchanges pursuant to the Offer (without any further act or deed required on the part of any Party) except for the special
right of the Investors to nominate a director to our Board, which is subject to the approval of the Shareholders of our
Company through a special resolution passed at the first general meeting of our Company held post listing of the Equity
Shares on the Stock Exchanges, in accordance with the provisions of the Companies Act and the SEBI Listing Regulations.
Further, the Shareholders’ Amendment Agreement also provides that other than the listing fee (which shall be solely borne
by our Company), all expenses with respect to the Offer shall be borne by our Company and the Selling Shareholders in
accordance with applicable law. However, in the event the Offer is withdrawn or abandoned or not completed for any
reason whatsoever, all Offer related expenses will be borne by our Company. Further, in case listing is not completed by
the date contemplated in the Shareholders’ Amendment Agreement, the provisions of the Shareholders’ Amendment
Agreement shall automatically stand terminated without any further act or deed required on the part of any Party and the
rights available to the Investors under the SHA 2016, including among others, differential voting rights and certain exit
and secondary sale rights will be reinstated upon such termination of the Shareholders’ Amendment Agreement.

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 OUR MANAGEMENT

In terms of the Articles of Association, our Company shall have up to fifteen Directors. As on the date of this Red Herring
Prospectus, our Board comprises eight Directors, including four Independent Directors, three Executive Directors
(including our Managing Director and Chairman) and one Nominee Director. Three of our eight Directors are woman
Directors. Further, our Board also comprises an Alternate Director to our Nominee Director.

Details regarding our Board as on the date of this Red Herring Prospectus are set forth below:

S. Name, DIN, designation, term/period of Date of birth Age Other Directorships

No. directorship, address, occupation (years)

1. Hemant Jalan August 23, 1957 63 • Halogen Chemicals Private

Limited; and
Designation: Managing Director and
Chairman(1) • Zeus Numerix Private Limited.

Term: Five years with effect from March 7,

2018, liable to retire by rotation

Period of Directorship: Director since March

28, 2000

Address: 6, Paradise, Baner Road, Pune 411

045, Maharashtra

Occupation: Business

DIN: 00080942

2. Anita Jalan September 3, 60 NIL

1960
Designation: Executive Director

Term: Five years with effect from June 1, 2020,

liable to retire by rotation

Period of Directorship: Director since March

28, 2000

Address: 6, Paradise, Baner Road, Pune 411

045, Maharashtra

Occupation: Service

DIN: 00085411

3. Praveen Kumar Tripathi • June 4, 1957 • 63 • Indevia Accounting Private

Limited;
Designation: Independent Director
• Magic9 Media & Analytics
Term: Five years with effect from June 1, 2020 Private Limited; and
Period of Directorship: Director since • Magic9 Media & Consumer
November 13, 2014(2) Knowledge Private Limited.
Address: Row House 5, Gokul Concorde, Off
Western Express Highway, Near Sai Dham
Temple, Thakur Village, Mumbai 400 101,
Maharashtra

183
S. Name, DIN, designation, term/period of Date of birth Age Other Directorships
No. directorship, address, occupation (years)

Occupation: Business

DIN: 03154381

4. Sunil Goyal • October 4, 1967 • 53 • Annapurna Pet Private Limited;

Designation: Independent Director • Chetan Securities Private

Limited;
Term: Five years with effect from June 1, 2020
• JSW Energy Limited;
Period of Directorship: Director since
November 13, 2014 (2) • Jumboking Foods Private
Limited;
Address: 731, Akshay Giri, Kunj – III, Paliram
Road, Near BMC Office, Andheri West, • Kreston International Limited,
Mumbai 400 058, Maharashtra U.K.;
Occupation: Professional • Ladderup Corporate Advisory
Private Limited;
DIN: 00503570
• Ladderup Enterprises Private
Limited;

• Ladderup Finance Limited;

• Ladderup Wealth Management

Private Limited;

• Lotus Spaces Private Limited;

and

• Water Proof Corporation Private

Limited.

5. Narayanan Kutty Kottiedath Venugopal • September 13,• 72• NIL

1948
Designation: Executive Director(3)

Term: Five years with effect from June 1, 2020,

liable to retire by rotation

Period of Directorship: Director since

February 24, 2016

Address: 45/2275E, Prestige Neptune’s

Courtyard, Marine Drive, Shanmugham Road,
Ernakulam 682 031, Kerala

Occupation: Business

DIN: 00296465

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S. Name, DIN, designation, term/period of Date of birth Age Other Directorships
No. directorship, address, occupation (years)

6. Sakshi Chopra • September 24, 42 • B9 Beverages Private Limited;

1978
Designation: Nominee Director(4) • Bright Lifecare Private Limited;

Term: Not liable to retire by rotation • Faces Cosmetics India Private

Limited;
Period of Directorship: Director since October
10, 2018 • Go Fashion (India) Private
Limited;
Address: 4A, Harmony, Dr. E. Moses Road,
Worli Naka, Mumbai 400 018, Maharashtra • Hector Beverages Private
Limited;
Occupation: Professional
• Innovcare Lifesciences Private
DIN: 07129633
Limited;

• Rakyan Beverages Private

Limited; and

• Wakefit Innovations Private

Limited.

7. Ravi Nigam January 6, 1960 61 • Extraaedge Technology Solutions

Private Limited;
Designation: Independent Director
• Ronin Wines Private Limited;
Term: Five years with effect from March 28,
2019 • Sunshot Technologies Private
Limited; and
Period of Directorship: Director since March
28, 2019 • Visage Lines Personal Care
Private Limited.
Address: 46, Vascon Paradise, Baner Road,
Pune 411 045, Maharashtra

Occupation: Retired

DIN: 00024577

8. Ravi Shankar Ganapathy • April 4, 1978

Agraharam • 42 • Capfloat Financial Services
Venkataraman Private Limited;

Designation: Alternate Director to Sakshi • Eruditus Learning Solutions Pte.

Chopra Ltd;

Term: Not liable to retire by rotation • Faces Cosmetics India Private

Limited;
Period of Directorship: Director since March
11, 2020 • Finova Capital Private Limited;
Address: Villa Gw09, 77 East, 77 Town Centre • Fintech Blue Solutions Private
Yemlur Main Road, Marathahalli Colony, Limited;
Bengaluru 560 037, Karnataka
• Five-Star Business Finance
Occupation: Service Limited;
DIN: 02604007
• Go Fashion (India) Private

185
S. Name, DIN, designation, term/period of Date of birth Age Other Directorships
No. directorship, address, occupation (years)

Limited;

• Homevista Décor and

Furnishings Private Limited;

• India Shelter Finance Corporation

Limited;

• K12 Techno Services Private

Limited;

• Prataap Snacks Limited;

• Rebel Foods Private Limited;

• Rupeek Fintech Private Limited;

• Sequoia Capital India Advisors

Private Limited;

• Suburban Diagnostics (India)

Private Limited;

• Think & Learn Private Limited;

and

• Vini Cosmetics Private Limited.

9. Nupur Garg August 9, 1974 46 • Avyana Business Ventures

Private Limited;
Designation: Independent Director
• Kerala Infrastructure Fund
Term: Five years with effect from June 1, 2020 Management Limited;
Period of Directorship: Director since June 1,
2020 • Small Industries Development
Bank of India; and
Address: 115 Siddhartha Enclave, Jungpura,
Delhi 110 014 • Winpe Development Forum.

Occupation: Self-employed

DIN: 03414074
(1) Pursuant to a resolution passed by our Board on December 19, 2020, Hemant Jalan was appointed as the Chairman of our Board
for a period of five years with effect from December 19, 2020.
(2)
Pursuant to the resolution passed by our Board on March 11, 2020 and the resolution passed by our Shareholders on June 1,
2020, Praveen Kumar Tripathi and Sunil Goyal were appointed as Independent Directors under Section 149 of the Companies
Act, 2013.
(3)
Pursuant to resolution passed by our Board on March 11, 2020 and the resolution passed by our Shareholders on June 1, 2020,
Narayanan Kutty Kottiedath Venugopal was reappointed as an Executive Director.
(4)
Nominee of the Investor Selling Shareholders.

Brief Biographies of Directors

Hemant Jalan is the Managing Director and Chairman of our Company. He holds a bachelor’s of technology degree in
chemical engineering from the Indian Institute of Technology, Kanpur (Uttar Pradesh), a master’s degree in science from
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Stanford University and a master’s degree in business administration from the University of Chicago. He has over 20 years
of experience in the paint industry. Previously, he was associated with AF Ferguson & Co. as a consultant. Presently, he is
associated with Halogen Chemicals Private Limited as a director. He is a Director on our Board since March 28, 2000.

Anita Jalan is an Executive Director of our Company. She has not received a formal educational degree. She has over 20
years of experience as a director in our Company. She is a Director on our Board since March 28, 2000.

Praveen Kumar Tripathi is an Independent Director of our Company. He holds a bachelor of technology degree in
electrical engineering from the Indian Institute of Technology, Kanpur (Uttar Pradesh) and a post graduate diploma in
management from Indian Institute of Management, Ahmedabad. He has several years of experience in sectors such as
media planning and advertising, media and market research, brand consulting, communication planning, data analytics and
financial services. Previously, he was associated with Motilal Oswal Financial Services Limited as an independent director,
ZenithOptimedia Asia as president – South Asia & regional strategic planning director Asia, Chaitra Leo Burnett Private
Limited as an associate regional director – media and strategic planning, Starcom, India, division of TLG India Private
Limited, as an associate director – media and strategic planning, Pidilite Industries Limited as president - marketing and
sales services, Lowe Lintas, a division of Lintas India Private Limited as an account supervisor and Hansa Consulting, a
division of Hansavision Private Limited. He was a member of the awareness and communication strategy advisory council
and the advisory committee for information, education and communication (IEC) strategy implementation, each constituted
by the Unique Identification Authority of India, Government of India. Further, he was a member of an advisory and
transparency committee constituted by TAM Media Research Private Limited and the president of the Market Research
Society of India in 1996. He also participated in the ‘Building Partners for Aadhar Communication’ workshop organised
by the Unique Identification Authority of India, Government of India as a delegate. Presently, he is associated with Magic9
Media & Consumer Knowledge Private Limited and Indevia Accounting Private Limited as a director. He is a Director on
our Board since November 13, 2014.

Sunil Goyal is an Independent Director of our Company. He has completed a three year degree course in commerce from
Seth Motilal College, University of Rajasthan and is a qualified chartered accountant. He has several years of experience
as a director in the finance and manufacturing sectors. He is the founder and managing partner of Kreston SGCO Advisors
LLP, the managing director of Ladderup Finance Limited and is a director on the board of Kreston International Limited.
Further, he was the chairman of the Western India Regional Council of the Institute of Chartered Accountants of India for
the year 2006 - 2007. He is a Director on our Board since November 13, 2014.

Narayanan Kutty Kottiedath Venugopal is an Executive Director of our Company. He holds a bachelor’s of science
degree in mechanical engineering from the University of Kerala and a post graduate diploma in management from the
Indian Institute of Management, Calcutta. He has several years of experience in the paint industry. Previously, he was
associated with Hi-Build Coatings Private Limited as the managing director. He is a Director on our Board since February
24, 2016.

Sakshi Chopra is a Nominee Director of our Company. She holds a bachelor’s degree in commerce from the University
of Mumbai and a master’s degree in business administration from the Asian Institute of Management, Republic of the
Philippines. She has been awarded the Shri Anil Basu memorial award in post graduate diploma course in advertising and
public relations from the Indian Institute of Mass Communication. She has over 10 years of experience in private equity
funds. Previously, she was associated with Sequoia Capital India Advisors Private Limited as a principal. Presently, she is
associated with Sequoia Capital India LLP as a principal. She is a Director on our Board since October 10, 2018.

Ravi Nigam is the Independent Director of our Company. He holds a post graduate diploma in rural management from the
Institute of Rural Management Anand (IRMA) and has completed the owner president management (OPM) program from
Harvard Business School (HBS). He has several years of experience in the manufacturing industry. His previous
engagement was as a managing director of Tasty Bites Eatables Limited. Presently, he is associated with Visage Lines
Personal Care Private Limited as a nominee director, Extraaedge Technology Solutions Private Limited, Sunshot
Technologies Private Limited as a non-executive director and Ronin Wines Private Limited as an additional director. He
is a Director on our Board since March 28, 2019.

Ravi Shankar Ganapathy Agraharam Venkataraman is an Alternate Director of our Company. He holds a bachelor’s
degree in computer science and engineering from Bharathidasan University and a post graduate diploma in management
from the Indian Institute of Management, Ahmedabad. He has over 16 years of experience in private equity funds.
Previously, he was associated with McKinsey & Company, Inc. Presently, he is associated with various companies as a
director including Sequoia Capital India Advisors Private Limited where he acts as the managing director. He was
appointed on the Board of our Company with effect from October 10, 2018 as a nominee director. He ceased to be a

187
Director on the Board of our Company on March 2, 2020. He was re-appointed on the Board of our Company as an
Alternate Director with effect from March 11, 2020.

Nupur Garg is an Independent Director of our Company. She holds a bachelor’s degree in commerce (honours course)
from the University of Delhi and a master’s degree in business administration from the Massachusetts Institute of
Technology. She is a qualified chartered accountant and has attended a programme on private equity and venture capital
from Harvard Business School. She has several years of experience in the finance and private equity sectors. She is the
founder and director of Winpe Development Forum and an independent director on the boards of Small Industries
Development Bank of India and Kerala Infrastructure Fund Management Limited. She is an external member of the
investment committees for the Fund of Funds-1 managed by National Investment and Infrastructure Fund, the Dutch Good
Growth Fund's investment fund mandate and an expert member of SIDBI’s Venture Capital Investment Committee.
Previously, she was associated with Price Waterhouse, Discovery Communications India and International Finance
Corporation. She is a Director on our Board since June 1, 2020.

Confirmations

None of our Directors is or was a director of any listed company during the five years immediately preceding the date of
this Red Herring Prospectus, whose shares have been or were suspended from being traded on any stock exchange during
the term of their directorship in such company.

None of our Directors is or was a director of any listed company which has been or was delisted from any stock exchange
during the term of their directorship in such company.

Other than Sakshi Chopra (and our Alternate Director, Ravi Shankar Ganapathy Agraharam Venkataraman), nominated by
the Investor Selling Shareholders pursuant to the SHA 2016, there is no arrangement or understanding with the major
shareholders, customers, suppliers or others, pursuant to which any of our Directors were appointed on the Board. For
details, see “History and Certain Corporate Matters – Summary of Key Agreements” on pages 181-182.

Further, none of our Directors have been identified as wilful defaulters as defined under the SEBI ICDR Regulations.

Terms of Appointment of our Executive Directors

Hemant Jalan

Hemant Jalan is a Director on our Board since incorporation. Our Shareholders, pursuant to a special resolution passed on
April 10, 2000, appointed him as the Managing Director of our Company. Hemant Jalan was re-appointed as the Managing
Director of our Company by our Board pursuant to a resolution dated March 7, 2018. Subsequently, our Company
converted into a public limited company and a fresh certificate of incorporation dated August 20, 2020 was issued by the
RoC. Thereafter, our Shareholders pursuant to special resolution passed on October 7, 2020 approved the appointment of
Hemant Jalan as our Managing Director for a period of five years with effect from March 7, 2018. Further, pursuant to a
resolution passed by our Board on December 19, 2020, Hemant Jalan was also appointed as the Chairman of our Board.

Hemant Jalan has entered into an employment agreement dated October 15, 2020 which includes details of his remuneration
and perquisites with our Company. The employment agreement inter alia provides that the details of his remuneration will
be decided by our Board from time to time. Further, in accordance with the employment agreement, his remuneration
includes the actual travelling expenses, actual entertainment expenses and approved club membership fees reasonably
incurred in or about the business of our Company; actual hospital and medical expenses incurred for himself, his wife,
dependent parents and children; entitlement and expenses for maintenance and running of our Company’s car and expenses
of our Company’s telephone usage at his residence. He shall also be entitled to such increments, from time to time, as our
Board may at its discretion determine and shall be entitled to privilege annual leave on full salary for a period of one month.

Our Board pursuant to a resolution dated March 11, 2020 and our Shareholders pursuant to special resolution passed on
October 7, 2020 approved the remuneration of our Managing Director, as ₹ 14.4 million per annum for Financial Year
2021.

Anita Jalan

Anita Jalan is a Director on our Board since incorporation. Our Shareholders, pursuant to a special resolution passed on
April 10, 2000, appointed her as a whole-time Director of our Company. Anita Jalan was appointed as an Executive
Director of our Company by our Board pursuant to a resolution dated March 11, 2020 and Shareholders pursuant to a

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special resolution passed on June 1, 2020 approved her appointment for a period of five years with effect from June 1,
2020.

Anita Jalan has entered into an employment agreement dated October 22, 2020 with our Company which includes details
of her remuneration and perquisites. The employment agreement inter alia provides that the details of her remuneration
will be decided by our Board from time to time. Further, in accordance with the employment agreement, her remuneration
includes actual travelling expenses, entitlement and expenses for maintenance and running of our Company’s car and
expenses of Company’s telephone usage at her residence. She shall also be entitled to such increments from time to time
as our Board may at its discretion determine.

Our Board pursuant to a resolution dated April 4, 2008. Subsequently, our Company converted into a public limited
company and a fresh certificate of incorporation dated August 20, 2020 was issued by the RoC. Thereafter, our
Shareholders pursuant to special resolution passed on June 1, 2020 approved the remuneration of our Executive Director,
Anita Jalan, as ₹ 0.6 million per annum for Financial Year 2021.

Narayanan Kutty Kottiedath Venugopal

Narayanan Kutty Kottiedath Venugopal was appointed as a Director on our Board by a resolution pursuant to a resolution
dated February 24, 2016 and pursuant to a special resolution passed by our Shareholders on September 30, 2016. Further,
Narayanan Kutty Kottiedath Venugopal was appointed as an Executive Director of our Company by our Board pursuant
to a resolution dated March 11, 2020 and our Shareholders pursuant to a special resolution passed on June 1, 2020 approved
his appointment for a period of five years with effect from June 1, 2020.

Narayanan Kutty Kottiedath Venugopal has entered into an employment agreement dated October 22, 2020 with our
Company which includes details of his remuneration and perquisites. The employment agreement inter alia provides that
the details of his remuneration will be decided by our Board from time to time. Further, in accordance with the employment
agreement, his remuneration includes actual travelling expenses, entitlement and expenses for maintenance and running of
our Company’s car and expenses of Company’s telephone usage at his residence. He will also be entitled to such increments
from time to time as our Board may at its discretion determine.

Our Board pursuant to a resolution dated March 11, 2020 and our Shareholders pursuant to special resolution passed on
June 1, 2020 approved the remuneration of our Executive Director, Narayanan Kutty Kottiedath Venugopal, as ₹ 9.6 million
per annum for Financial Year 2021.

In addition to the above, Narayanan Kutty Kottiedath Venugopal may be entitled to employee stock options as determined
by our Board, from time to time.

Payment or benefit to Directors of our Company

Details of the sitting fees/other remuneration paid to our Directors in the Financial Year 2020 are set forth below.

Remuneration to our Executive Directors

Details of the remuneration paid to our Executive Directors in the Financial Year 2020 are set forth below:

S. No. Name of Executive Director Remuneration (in ₹ million)(2)

1. Hemant Jalan(1) 9.00
2. Anita Jalan(3) 0.60
3. Narayanan Kutty Kottiedath Venugopal(3) 6.90(4)
(1) Hemant Jalan is also one of our Key Managerial Personnel by virtue of being the Managing Director and Chairman of our
Company.
(2) The remuneration does not include gratuity and leave encashment since the same is calculated for all the employees of the Company
as a whole.
(3) Anita Jalan and Narayanan Kutty Kottiedath Venugopal are also two of our Key Managerial Personnel by virtue of being Executive
Directors of our Company.
(4) Excludes employee stock option perquisites.

There is no contingent or deferred compensation accrued for the year payable to the Directors, even if the compensation is
payable at a later date.

Remuneration to our non-executive Directors

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Our Independent Directors, Nominee Director and Alternate Director are entitled to receive sitting fees of ₹ 100,000 every
meeting of the Board or any Committee that they attend with effect from Financial Year 2021. Further, pursuant to a
resolution passed by our Board on September 29, 2020, one of our Independent Directors, Nupur Garg is entitled to an
annual commission of ₹ 0.6 million. In the Financial Year 2020, our Independent Directors, Nominee Director and
Alternate Director have not received any remuneration.

Bonus or profit-sharing Plan of the Directors

None of our Directors is a party to any bonus or profit-sharing plan of our Company.

Shareholding of Directors in our Company

As on the date of this Red Herring Prospectus, none of our Directors hold any Equity Shares, except as disclosed below:

Name of the Director Number of Equity Shares Held

Hemant Jalan 10,237,500
Anita Jalan 6,987,500
Narayanan Kutty Kottiedath Venugopal 120,250

Our Articles of Association do not require our Directors to hold any qualification shares.

Interests of Directors

All our Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses, if any,
payable to them by our Company as well as sitting fees, if any, payable to them for attending meetings of our Board or
Committees thereof. Some of our Directors hold positions as directors on the board of directors of our Promoter. For further
details, see “ – Terms of Appointment of our Executive Directors”, “ – Payment or benefit to Directors of our Company”,
on pages 188-189 and 189-190.

Our Directors may also be interested to the extent of Equity Shares, if any (together with dividends and other distributions
in respect of such Equity Shares), held by them.

Except Hemant Jalan and Anita Jalan, who are our Promoters, none of our Directors have any interests in the promotion or
formation of our Company.

Except as stated in “Other Financial Information – Related Party Transactions” on page 267 and as disclosed in this
section our Directors do not have any other interest in our Company or in any transaction by our Company including, for
acquisition of land, construction of buildings or supply of machinery.

No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms
or companies in which any of our Directors are interested, by any person, either to induce him to become, or to qualify him
as, as a Director, or otherwise for services rendered by our Directors or by the firm or company in which they are interested,
in connection with the promotion or formation of our Company. No loans have been availed by our Directors from our
Company. None of our Directors have any interest in any property acquired or proposed to be acquired of our Company or
by our Company or in the promotion or formation of our Company.

For details in relation to the relationship between our Directors, see “ – Relationship between our Directors and our Key
Managerial Personnel” on page 199.

Changes in our Board in the last three years

Details of the changes in our Board in the last three years are set forth below.

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 Name Date of Change Reason
Hemant Jalan December 19, 2020 Appointment as Chairman
Nupur Garg June 1, 2020 Appointment as Independent Director
Anita Jalan June 1, 2020 Re-designated as Executive Director
Praveen Kumar Tripathi June 1, 2020 Re-designated as Independent Director
Sunil Goyal June 1, 2020 Re-designated as Independent Director
Narayanan Kutty Kottiedath Venugopal June 1, 2020 Re-designated as Executive Director
Anita Jalan March 11, 2020 Appointment as additional Executive
Director
Praveen Kumar Tripathi March 11, 2020 Appointment as additional Independe