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Bai-Kakaji Polymers Ltd Management Discussions

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Bai-Kakaji Polymers Ltd Share Price Management Discussions

OPERATIONS

You should read the following discussion in conjunction with our restated financial statements attached in the chapter titled "Financial Information of the Company" beginning on page 171. You should also read the section titled "Risk Factors" on page 30 and the section titled "Forward Looking Statements" on page 19 of this Red Herring Prospectus, which discusses a number of factors and contingencies that could affect our financial condition and results of operations. The following discussion relates to us, and, unless otherwise stated or the context requires otherwise, is based on our Restated financial Statements. Our financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our auditor dated December 11, 2025 which is included in this Red Herring Prospectus under "Financial Statements". The Restated Financial Information has been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. Our financial year ends on March 31 of each year, and all references to a particular financial year are to the twelve-month period ended March 31 of that year.

BUSINESS OVERVIEW

We are primarily engaged in the business of manufacturing of PET preforms, Plastic caps and closures. These are important parts of packaging used in many consumer products. Our product portfolio include specialized closures such as Alaska closures (Commonly used in packaged drinking water), Carbonated Soft Drinks (CSD) cap (1881 neck finish), and wide range of PET preforms designed for different bottling needs. Our products find diverse applications across various industries including packaged drinking water, carbonated beverages, juices and dairy products.

We started our business in 2013 with a single machine for manufacturing of plastic closures. Over the years, we expanded our operations by adding more machines and increasing our production capacity. Today, we use modern machines such as SACMI Continuous Compression Molding, ASB Preform Molding and HUSKY Pet Injection Molding machines from globally renowned OEMs to make closures and PET preforms. All our products go through strict quality checks to make sure they meet the required standards. In recent years, we have grown into a larger company focused on making PET bottle caps in different shapes, sizes, and colors, along with cap handles used in many applications. During the six months ended September 30, 2025, our sales were primarily concentrated in Maharashtra, Karnataka, Gujarat, Uttar Pradesh, Kerala, Andhra Pradesh together contributing 92.94%of total revenue and highlighting our strong presence in western and southern India.We also offer shrink and adhesive films to support our existing customers with a complete packaging solution. These films are in high demand, especially in industries that need strong and reliable packaging. Shrink film, made from LDPE (Low-Density Polyethylene), is mostly used for wrapping products together like bottles of water, soft drinks, or energy drinks. It is commonly used for secondary or tertiary packaging and is a cheaper alternative to corrugated boxes. For the six months period ended September 30, 2025, our revenue from sale of products stood at Rs. 16,094.73 lakhs of which revenue from Pet preforms, Plastic closures, Shrink film and other products contributed 65.28%, 26.27%, 7.27% and 1.17% respectively.

In a strategic move to expand capabilities, the Company has acquired the business of M/s Bai Kakaji Industries from its proprietor Mrs. Kiran Balkishan Mundada through a Business Transfer Agreement effective from 01st March 2025. This acquisition create significant synergies for the Company, enabling us to expand our operational capacity and better meet the evolving needs of our clients. It also enhances our market presence and aligns with our long –term growth objectives.

We have four manufacturing units in Latur, Maharashtra, and spread over 33,000 square meters. These units are equipped with modern machines, a laboratory, and testing equipment such as SST Secure Seal Tester (analogue & tester), Bridge strength tester, Vernier Calliper, Digital Torque and Perpendicular tester to make sure our products meet quality standards. Our in-house testing team carefully checks the quality, safety, and packaging of our caps, closures, and PET preforms. We are certified with ISO 9001:2015 by Euro UK Accreditation Licensing Services, Austria. This certification covers the manufacturing, packing, and dispatch of PP/HDPE caps and closures (using compression and injection moulding) and PET preforms (using injection moulding) for the food and beverage industry. On January 19, 2023, we were honored by Modern Plastics in Mumbai as the "Fastest Growing Regional PET Preform Manufacturer.

Our company is guided by a team of seasoned leaders with extensive experience in the polymers industry. The Chairman & Managing Director, Balkishan Pandurangji Mundada, brings 30 years of expertise and is actively involved in business planning, development, expansion, and overseeing overall operations. Our Whole-time Director, Harikishan Pandurangji Mundada, also with 30 years of experience, plays a key role in customer relationship management, Sales & Marketing and overseeing the production department. Akshay Balkishan Mundada, our Executive Director and CFO, has 9 years of

experience managing accounts and finance, while Akash Harikishan Mundada, with 9 years as well, supports the leadership team in various strategic initiatives. The collective leadership and profound understanding of the industry are at the core of our companys success, driving both innovation and excellence in the marketing of our products.

Key Performance Indicators of our company:

(?In Lakhs except percentages and ratios)

Key Financial Performance

As of and for the period/FY ending

September 30, 2025^

FY 2024-25

FY 2023-24

FY 2022-23

Revenue from operations(1)

16211.05

32592.92

29,481.45

27287.91

EBITDA(2)

2434.67

3350.72

2,074.91

1416.91

EBITDA Margin(3)

15.02%

10.28%

7.04%

5.19%

PAT(4)

1281.22

1836.90

938.46

417.68

PAT Margin (5)

7.90%

5.64%

3.18%

1.53%

RoE (%) (6)

21.30%

41.23%

30.59%

17.48%

RoCE (%) (7)

12.83%

25.71%

20.19%

12.95%

Net Worth (8)

6655.40

5374.19

3537.29

2598.83

^Not Annualized

Notes:

(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements

(2) EBITDA is calculated as Profit before tax + Depreciation + Total Interest Expenses - Other Income

(3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations

(4) PAT is calculated as Profit before tax – Tax Expenses

(5)PAT Margin is calculated as PAT for the period/year divided by revenue from operations.

(6)Return on Equity is ratio of Profit after Tax and Average Shareholder Equity.

(7)Return on Capital Employed is calculated as EBIT divided by average capital employed, which is defined as average

of shareholders equity plus total borrowings {current & non-current} and deferred tax.

(8)Net worth means Equity share capital + Reserves and surplus (including, Securities Premium, General Reserve and surplus in statement of profit and loss).

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

For details in respect of "Statement of Significant Accounting Policies and notes to restated financial statements", please refer to Annexure IV of Restated Financial Statements beginning on page 171 of this Red Herring Prospectus.

Factors Affecting our Results of Operations

? General economic and business conditions in the markets in which we operate and in the local, regional, national and international economies;

? Our dependence on the growth of online commerce industry in India and our inability to effectively respond to changing user behaviour on digital platforms

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

? Failure to successfully upgrade our product portfolio, from time to time;

? Any change in government policies resulting in increases in taxes payable by us;

? Our ability to successfully implement strategy, growth and expansion plans and technological initiatives;

? Our ability to retain our key managements persons and other employees;

? Our ability to customize the products based on customers specific needs and preferences;

? Changes in laws and regulations that apply to the industries in which we operate.

? Our failure to keep pace with rapid changes in technology;

? Our ability to make interest and principal payments on our existing debt obligations and satisfy the other covenants contained in our existing debt agreements;

? Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;

? Companys ability to successfully implement its growth strategy and expansion plans;

? Failure to comply with regulations prescribed by authorities of the jurisdictions in which we operate;

? Inability to successfully obtain registrations in a timely manner or at all;

? Occurrence of Environmental Problems & Uninsured Losses;

? Conflicts of interest with affiliated companies, the promoter group and other related parties;

? Concentration of ownership among our Promoter;

? Other factors beyond our control.

Discussion on Result of Operations

The following discussion on results of operations should be read in conjunction with the Restated Financial Statements for the financial years ended on September 30, 2025, March 31, 2025 March 31, 2024 and March 31, 2023.

(Amount in Lakhs)

Particulars

For the period/year ended on

30-09-2025

31-03-2025

31-03-2024

31-03-2023

I

Revenue From Operation

16211.05

32592.92

29481.45

27287.91

II

Other Income

645.38

619.21

160.10

221.36

III

Total Income (I+II)

16856.43

33212.13

29641.54

27509.27

IV

Expenses

(a)

Cost of Material Consumed

10656.65

17329.31

18033.67

20707.96

(b)

Purchases of Stock in Trade

1248.25

8872.92

5874.37

1898.96

(c)

Changes in Inventories of Finished Goods, WIP & Stock-in-trade

-452.26

-637.70

-180.69

-277.28

(d)

Employee Benefits Expense

500.28

777.36

707.57

612.65

(e)

Finance Cost

422.13

562.65

380.65

352.19

(f)

Depreciation and Amortisation Expenses

877.94

844.85

737.84

730.86

(g)

Other Expenses

1818.58

2872.34

2944.18

2909.85

Total Expenditure IV(a) to IV(g)

15071.56

30621.73

28497.59

26935.19

V

Profit/(Loss) Before Exceptional & Extraordinary items & Tax (III-IV)

1784.87

2590.40

1143.95

574.08

VI

Exceptional & Extraordinary item

-

-

VII

Profit/(Loss) Before Tax (V-VI)

1784.87

2590.40

1143.95

574.08

VIII

Tax Expense:

(a)

Tax Expense for Current Year

484.56

528.31

94.18

186.60

(b)

Deferred Tax

19.10

225.19

111.31

-30.20

Net Current Tax Expenses VIII(a)+VIII(b)

503.65

753.50

205.49

156.40

IX

Profit/(Loss) for the Year (VII-VIII)

1281.22

1836.90

938.46

417.68

Revenue from Operations:

We are engaged in the business of manufacturing and supplying of Pet Pre-forms, Plastic Jars, Plastic Closures (Caps), CSD Closures (Caps), B.T. Caps (Jar Closures), etc.

Other Income:

Our other income primarily comprises of Interest Income on Deposits, Dividend received, Subsidy, Insurance Claim, Foreign exchange fluctuation, Profit on sale of PPE, Commission received, Sundry balance written off and Incentives received.

Expenses:

Companys expenses consist of cost of material consumed, purchases of stock-in-trade, changes in inventories of finished goods, WIP and stock-in-trade, employee benefits expenses, finance cost, depreciation and amortization expenses and other expenses.

Cost of material consumed:

Our cost of material consumed comprises of indigenous purchases and imported goods of raw material.

Purchases of stock-in-trade:

Purchases of stock-in-trade consists of stock-in-trade purchases during the period.

Changes in Inventories of Finished Goods, WIP and Stock-in-trade:

Changes in inventories of finished goods, WIP and Stock-in-trade consists of changes in inventories of finished goods, WIP and stock-in-trade.

Employee benefits expense:

Our employee benefits expense primarily comprises of director remuneration, salary and wages, contribution to provident fund and other fund, provision for gratuity and staff welfare expenses.

Finance Costs:

Our finance cost primarily consists of Interest expenses on borrowings from Bank, Interest on statutory dues, Interest on MSME dues and other borrowing costs.

Depreciation and Amortization Expenses:

Depreciation and Amortization expenses includes depreciation and amortization expenses which are laid on plant and machinery, vehicles, office equipment, intangible assets, furniture and fixtures and computers.

Other Expenses:

Our other expenses primarily of manufacturing expenses, selling & distribution expenses and other expenses.

For the Period ended September 30, 2025 (Based on Restated Financial Statements)

Total Income:

Total income for the period ending September 30, 2025stood at Rs. 16,856.43 lakhs.

Revenue from Operations:

During the period ending September 30, 2025 revenue from operations stood at Rs. 16,211.05 lakhs.

Other Income:

During the period ending September 30, 2025, other income was Rs 645.38 lakhs.

Total Expenses:

The Total Expenses for the period ending stood at Rs. 15,071.56 Lakhs.

Cost of Material Consumed:

During the period ending September 30, 2025, cost of material consumed stood at Rs. 10,656.65 lakhs.

Purchase of stock-in-trade:

During the period ending September 30, 2025, purchase of stock-in-trade amounted to Rs. 1248.25 lakhs.

Changes in inventories of finished goods, WIP & Stock-in-trade:

During the period ending September 30, 2025, there was a change in inventory of Rs. (452.26) lakhs

Employee benefit expenses:

Our Company has incurred Rs. 500.28 lakhs as employee benefit expenses for the period ending September 30, 2025

Finance costs:

Finance costs for the period ending September 30, 2025was Rs. 422.13 lakhs.

Depreciation and Amortization Expenses:

Depreciation for the period ending September 30, 2025was Rs. 877.94 lakhs.

Other Expenses:

Other Expenses for the period ending September 30, 2025stood at Rs. 1,818.58 lakhs.

Restated Profit before tax:

The Company reported Restated profit before tax for the period ending September 30, 2025of Rs. 1,784.87lakhs.

Restated profit after tax:

The Company reported Restated profit after tax for the period ending September 30, 2025of Rs. 1,281.22 lakhs.

Financial Year 2025 Compared to Financial Year 2024 (Based on Restated Financial Statements)

Total Income:

Total income for the financial year 2024-25 stood at Rs. 33,212.13 lakhs whereas in Financial Year 2023-24 the same stood at Rs. 29,641.54 lakhs, representing an increase of 12.05%.

Revenue from Operations:

During the financial year 2024-25, the revenue from operation of our company increased to Rs. 32,592.92 lakhs as against Rs. 29,481.45 Lakhs in the Financial Year 2023-24 representing an increase of 10.55%. Such increase was due to increase in sale of products during the FY 2024-25.

Other Income:

During the financial year 2024-25, the other income of our company increased to Rs. 619.21 lakhs as against Rs. 160.10 Lakhs in the Financial Year 2023-24 representing an increase of 286.77%.

Total Expenses:

The total expense for the financial year 2024-25 increased to Rs. 30,621.73 lakhs from Rs. 28,497.59 lakhs in the financial year 2023-24 representing an increase of 7.45%.

Cost of Material Consumed:

Cost of material consumed decreased to Rs. 17,329.31 lakhs in financial year 2024-25 from Rs. 18,033.67 lakhs in financial year 2023-24 representing decrease of 3.91%. Such decrease was due to increase in closing stock of Raw material during the period 2024-25 amounted Rs. 2,700.98 lakhs increased from Rs. 1,568.46 lakhs in financial year 2023-24 representing an increase of 72.21%.

Purchase of stock-in-trade:

Our company made purchase of stock-in-trade amounting Rs. 8,872.92 lakhs in the financial year 2024-25 against Rs. 5,874.37 lakhs in the financial year 2023-24 which reflected an increase of 51.04%.

Changes in inventory of finished goods, WIP and stock-in-trade:

The company experienced negative changes in inventory of finished goods, WIP and stock-in-trade for the financial year 2024- 25 amounting Rs. 637.70 lakhs against a negative change in inventory in finished goods for the financial year 2023-24 which amounted to Rs. 180.69 lakhs indicating a change of 252.92%.

Employee benefits expense:

Our Company has incurred Rs. 777.36 lakhs as employee benefit expenses during the financial year 2024-25 as compared to Rs. 707.57 lakhs in the financial year 2023-24. The increase of 9.86%% was mainly due to increase in salary and wages.

Finance costs:

Our Company has incurred Rs. 562.65 lakhs as finance cost during the financial year 2024-25 as compared to Rs. 380.65 lakhs in the financial year 2023-24. The increase of 47.81% was mainly due to increase in other borrowings cost of the company increased.

Depreciation and Amortization Expenses:

Depreciation for the financial year 2024-25 stood at Rs. 844.85 lakhs as against Rs. 737.84 lakhs during the financial year 2023-24. The increase in depreciation was around 14.50% in comparison to the previous year.

Other Expenses:

Our company has incurred Rs. 2,872.34 lakhs during the financial year 2024-25 on other expenses as against Rs. 2,944.18 lakhs during the financial year 2023-24 an decrease of 2.44%. This decrease is due to decrease in (i) Labour Chargesfrom Rs. 7.66 lakhs in FY 2023-24 as compared to Rs. 4.41 lakhs in FY.2024-25 which amount to decrease of 42.43%; (ii) Sales Promotion from Rs. 14.32 lakhs in FY. 2023-24 as compared to Rs. 10.57 Lakhs in FY. 2024-25 which amount to decrease of 26.19%;

(iii) Commission & Brokerage from Rs. 56.61 lakhs in FY. 2023-24 as compared to Rs. 7.88 Lakhs in FY. 2024-25 which amount to decrease of 86.07%; (iv) Office expenses from Rs. 7.96 lakhs in FY. 2023-24 as compared to Rs. 3.29 Lakhs in FY. 2024-25 which amount to decrease of 58.66%; (v) Repairs & Mainteneance (Buildings & Others) from Rs. 40.56 lakhs in FY 2023-24 as compared to Rs. 23.16 Lakhs in FY. 2024-25 which amount to decrease of 42.90%. (vi) Lodging & Boarding Expenses from Rs. 7.07 lakhs in FY. 2023-24 as compared to Rs. 4.33 Lakhs in FY. 2024-25 which amount to decrease of 38.83% and (vii) Power & Fuel from Rs. 1,577.72 lakhs in FY. 2023-24 as compared to Rs. 1,450.09 Lakhs in FY. 2024-25 which amount to decrease of 8.09% etc.

Restated profit before tax:

Net profit before tax for the financial year 2024-25 increased to Rs. 2,590.40 lakhs as compared to Rs.1,143.95 lakhs in the financial year 2023-24, which was majorly due to factors as mentioned above.

Restated profit for the year:

The company reported restated profit after tax for the financial year 2024-25 of Rs. 2,590.40 lakhs in comparison to Rs. 1,143.95 lakhs in the financial year 2023-24. The increase of 126.44% was majorly due to factors mentioned above.

Financial Year 2024 Compared to Financial Year 2023 (Based on Restated Financial Statements)

Total Income:

Total income for the financial year 2023-24 stood at Rs. 29,641.54 lakhs whereas in Financial Year 2022-23 the same stood at Rs. 27,509.27 lakhs, representing an increase of 7.75%.

Revenue from Operations:

During the financial year 2023-24, the revenue from operation of our company increased to Rs. 29,481.45 lakhs as against Rs. 27,287.91 Lakhs in the Financial Year 2022-23 representing an increase of 8.04%. Such increase was due to increase in sale of products during the FY 2023-24.

Other Income:

During the financial year 2023-24, the other income of our company decreased to Rs. 160.10 lakhs as against Rs. 221.36 Lakhs in the Financial Year 2022-23 representing a decrease of 27.68%.

Total Expenses:

The total expense for the financial year 2023-24 increased to Rs. 28,497.59 lakhs from Rs. 26,935.19 lakhs in the financial year 2022-23 representing an increase of 5.80%.

Cost of Material Consumed:

Cost of material consumed decreased to Rs. 18,033.67 lakhs in financial year 2023-24 from Rs. 20,707.96 lakhs in financial year 2022-23 representing decrease of 12.91%. Such decrease was due to decrease material procured during the period 2023- 24 amounted Rs. 18,307.50 lakhs decreased from Rs. 20,770.33 lakhs in financial year 2022-23 representing an decrease of 11.86%.

Purchase of stock-in-trade:

Our company made purchase of stock-in-trade amounting Rs. 5,874.37 lakhs in the financial year 2023-24 against Rs. 1,898.96 lakhs in the financial year 2022-23 which reflected an increase of 209.35%.

Changes in inventory of finished goods, WIP and stock-in-trade:

The company experienced negative changes in inventory of finished goods, WIP and stock-in-trade for the financial year 2023- 24 amounting Rs. 180.69 lakhs against a negative change in inventory in finished goods for the financial year 2022-23 which amounted to Rs. 277.28 lakhs indicating a change of (34.83%).

Employee benefits expense:

Our Company has incurred Rs. 707.57 lakhs as employee benefit expenses during the financial year 2023-24 as compared to Rs. 612.65 lakhs in the financial year 2022-23. The increase of 15.49% was mainly due to increase in salary and wages.

Finance costs:

Our Company has incurred Rs. 380.65 lakhs as finance cost during the financial year 2023-24 as compared to Rs. 352.19 lakhs in the financial year 2022-23. The increase of 8.08% was mainly due to increase in other borrowings cost of the company increased.

Depreciation and Amortization Expenses:

Depreciation for the financial year 2023-24 stood at Rs. 737.84 lakhs as against Rs. 730.86 lakhs during the financial year 2022-23. The increase in depreciation was around 0.96% in comparison to the previous year.

Other Expenses:

Our company has incurred Rs. 2,944.18 lakhs during the financial year 2023-24 on other expenses as against Rs. 2,909.85 lakhs during the financial year 2022-23 an increase of 1.18%. This increase is due to increase in (i) Lab Testing expense from Rs.

1.14 lakhs in FY 2022-23 as compared to Rs. 1.60 lakhs in FY.2023-24 which amount to increase of 40.23%; (ii) Sales Promotion from Rs. 0.58 lakhs in FY. 2022-23 as compared to Rs. 14.32 Lakhs in FY. 2023-24 which amount to increase of 2386.92%; (iii) Commission & Brokerage from Rs. 6.24 lakhs in FY. 2022-23 as compared to Rs. 56.61 Lakhs in FY. 2023- 24 which amount to increase of 807.25%; (iv) Office expenses from Rs. 0.85 lakhs in FY. 2022-23 as compared to Rs. 7.96 Lakhs in FY. 2023-24 which amount to increase of 838.51%; (v) Travelling and Local Conveyance from Rs. 4.90 lakhs in FY 2022-23 as compared to Rs. 20.86 Lakhs in FY. 2023-24 which amount to increase of 325.39%. (vi) Lodging & Boarding Expenses from Rs. 3.85 lakhs in FY. 2022-23 as compared to Rs. 7.07 Lakhs in FY. 2023-24 which amount to increase of 83.79% and (vii) Printing and Stationery from Rs. 2.21 lakhs in FY. 2022-23 as compared to Rs. 4.21 Lakhs in FY. 2023-24 which amount to increase of 90.58% etc.

Restated profit before tax:

Net profit before tax for the financial year 2023-24 increased to Rs. 1,143.95 lakhs as compared to Rs.574.08 lakhs in the financial year 2022-23, which was majorly due to factors as mentioned above.

Restated profit for the year:

The company reported restated profit after tax for the financial year 2023-24 of Rs. 938.46 lakhs in comparison to Rs. 417.68 lakhs in the financial year 2022-23. The increase of 124.68% was majorly due to factors mentioned above.

Information required as per Item (II)(C)(iv) of Part A of Schedule VI to the SEBI Regulations:

An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:

? Unusual or infrequent events or transactions

There has not been any unusual trend on account of our business activity. Except as disclosed in this Red Herring Prospectus, there are no unusual or infrequent events or transactions in our Company.

? Significant economic changes that materially affected or are likely to affect income from continuing operations.

There are no significant economic changes that may materially affect or likely to affect income from continuing operations.

? Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations.

Apart from the risks as disclosed under Section "Risk Factors" beginning on page 30 of this Red Herring Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

? Future changes in relationship between costs and revenues

Other than as described in the sections "Risk Factors", "Our Business" and "Managements Discussion and Analysis of Financial Condition and Results of Operations" on pages 30, 117 and 245 respectively, to our knowledge, no future relationship between expenditure and income is expected to have a material adverse impact on our operations and finances.

? Segment Reporting

Our business activity primarily falls within a single business and geographical segment, other than as disclosed in "Restated Financial Statements" on page 171 we do not follow any other segment reporting.

? Status of any publicly announced New Products or Business Segment

Except as disclosed in the Chapter "Our Business", our Company has not announced any new product or service.

? Seasonality of business

Our business is subject to seasonality. For further information, Please refer chapter titled "Risk Factor" and "Our Business"

on pages 30 and 117, respectively.

? Dependence on single or few customers

Given the nature of our business operations, we do not believe our business is dependent on any single or a few customers

? Competitive conditions

Competitive conditions are as described under the Chapters "Industry Overview" and "Our Business" beginning on pages 108 and 117 respectively of this Red Herring Prospectus.

? Details of material developments after the date of last balance sheet i.e. September 30, 2025.

After the date of last Balance sheet i.e. September 30, 2025, the following material events have occurred after the last audited period:

? Our Company has approved the Audited Financial statements for the period ended on September 30, 2025 in the Board meeting dated December 01, 2025.

? The Company has approved the Restated Financial Statements for the period ended September 30, 2025 and for the financial year ending March 31 2025, March 31, 2024 and March 31, 2023 in the Board meeting dated December 11,

2025.

? Our Company has approved the Red Herring Prospectus vide resolution in the Board Meeting dated December 17, 2025

CAPITALISATION STATEMENT

The following table sets forth our capitalisation as at September 30, 2025, on the basis of our Restated Financial Statements:

(All amounts in ? Lakhs, except as otherwise stated)

Particulars

Pre-Issue

Post-Issue*

30-09-2025

Debt

Short Term Debt

8600.31

****

Long Term Debt (Including Current Maturity)

2125.03

****

Total Debt

10725.34

****

Shareholders Fund (Equity)

****

Share Capital

1575.00

****

Reserves & Surplus

5080.40

****

Money Received against Share Warrants

****

Total Shareholders Fund (Equity)

6655.40

****

Long Term Debt/Equity

0.32

****

Total Debt/Equity

1.61

****

*The corresponding post issue figures are not determinable at this stage pending the completion of public issue and hence have not been furnished.

Notes:

? Short term Debts represent which are expected to be paid/payable within 12 months excluding current maturities of long- term debts.

? Long term Debts represent debts other than Short term Debts as defined above.

? The figures disclosed above are based on restated statement of Assets and Liabilities of the Company as at 30.09.2025.

SECTION VII – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no outstanding:(i) criminal proceedings; (ii) actions by statutory or regulatory authorities; (iii) claims relating to direct and indirect taxes; (iv) disciplinary actions including penalties imposed by SEBI or stock exchanges against the Promoter in the last five financial years, including outstanding action; (v) Other Pending Litigation based on Material Litigations (as disclosed herein below); involving our Company, its Directors, Promoters or (vi) litigation involving our Group Company, which has a material impact on our Company.

Except as stated in this section, there are no: (i) criminal proceedings and (ii) actions by statutory or regulatory authorities,

involving our Key Managerial Personnels ("KMPs") and Senior Management.

For the purpose of (v) & (vi) above, Our Board, in its meeting held on May 23, 2025 determined that outstanding legal proceedings involving the Company, its Directors, Promoters and Group Company will be considered as material litigation ("Material Litigation").based on lower of the threshold criteria mentioned below:

? As per the policy of materiality defined by the board of directors of the issuer where the aggregate amount involved in such individual litigation exceeds 1% of profit after tax of the Company, as per the last audited financial statements of the Company or such litigations outcome could have a material impact on the business, operations, prospects or reputations of the Company.

Or

? Litigation where the value or expected impact in terms of value, exceeds the lower of the following:

? two percent of turnover, as per the latest annual restated financial statements of the issuer being ? 651.86 lakhs; or

? two percent of net worth, as per the latest annual restated financial statements of the issuer, except in case the

arithmetic value of the net worth is negative being ? 107.48 lakhs; or

? five percent of the average of absolute value of profit or loss after tax, as per the last three annual restated financial

statements of the issuer being ? 53.22 lakhs.

The Company has a policy for identification of Material Outstanding Dues to Creditors in terms of the SEBI (ICDR) Regulations, 2018 as amended for creditors where outstanding due to any one of them exceeds ? 5.00% of the Companys trade payables as per the last restated financial statements shall be considered material dues for the company for the purpose of disclosure in this Red Herring Prospectus. ("Material Dues"). Unless stated to the contrary, the information provided below is as of the date of this Red Herring Prospectus.

Our Company, its Directors and its Promoters are not Willful Defaulters and there have been no violations of securities laws in the past or pending against them.

A. LITIGATION INVOLVING THE COMPANY

? Criminal proceedings against the Company

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated against the Company.

? Criminal proceedings filed by the Company

Except as mentioned below, there are no outstanding criminal proceedings initiated against the Company. Bai Kakaji Polymers Pvt Ltd. Plaintiff

V/s

Arya Industries Defendant

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