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PTC Industries Ltd. Capital/Financing Update 2024

Aug 13, 2024

61771_rns_2024-08-13_6f985629-156f-487d-b563-ae6148665928.pdf

Capital/Financing Update

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PTC INDUSTRIES LIMITED Advanced Manufacturing & Technology Centre NH 25A, Sarai Shahjadi, Lucknow 227 101 Uttar Pradesh, India

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Date: August 13, 2024

To, National Stock Exchange of India Limited Exchange Plaza, C-1, Block G Bandra Kurla Complex, Bandra (E), Mumbai-400051

SYMBOL: PTCIL

To BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001

BSE Code: 539006

Sub.: Disclosure under Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Monitoring Agency Report for the quarter ended June 30, 2024

Dear Sir/Madam,

Pursuant to Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 please find enclosed herewith Monitoring Agency Report for the quarter ended on June 30, 2024, issued by Care Ratings Ltd.

This is for your information and records.

For PTC Industries Limited

PRAGATI GUPTA Digitally signed by PRAGATI GUPTA AGRAWAL AGRAWAL Date: 2024.08.13 12:03:59 +05'30'

Pragati Gupta Agrawal Company Secretary and Compliance Officer

Encl: as per the above

CIN: L27109UP1963PLC002931 Tel: +91 522 7111017 | Fax: +91 522 7111020 | Email: [email protected] | Website: www.ptcil.com

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No. CARE/NRO/GEN/2024-25/1031 Mr. Sachin Agarwal

Managing Director

PTC Industries Limited

SARAI SAHJADI, NH-25A, BANI, BANTHRA, LUCKNOW Uttar Pradesh, 227101

Aug 12, 2024

Dear Sir,

Monitoring Agency Report for the quarter ended June 30, 2024 - in relation to the Preferential - “ ” Issue of Fully Paid Up Equity Shares of PTC Industries Limited ( the Company )

We write in our capacity of Monitoring Agency for the Preferential Issue for the amount aggregating to Rs. 141.25 crore of the Company and refer to our duties cast under Section 162A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.

In this connection, we are enclosing the Monitoring Agency Report for the quarter ended June 30, 2024 as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated February 12, 2024.

Request you to kindly take the same on records.

Thanking you, Yours faithfully,

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Puneet Kansal

Director

[email protected]

CARE Ratings Limited

Plot no. C-001 A/2 Sector 16B, Berger Tower, Noida, Gautam 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Budh Nagar (UP) - 201301 Phone: +91-120-4452 000 Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456

Email: [email protected] • www.careedge.in

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CIN-L67190MH1993PLC071691

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Report of the Monitoring Agency

Name of the issuer: PTC Industries Limited

For quarter ended: June 30, 2024

Name of the Monitoring Agency: CARE Ratings Limited

(a) Deviation from the objects: Nil

(b) Range of Deviation: Not Applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

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Signature:

Name of the Authorized Signatory: Puneet Kansal

Designation of Authorized Person/Signing Authority : Director

CARE Ratings Limited

Plot no. C-001 A/2 Sector 16B, Berger Tower, Noida, Gautam 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Budh Nagar (UP) - 201301 Phone: +91-120-4452 000 Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in CIN-L67190MH1993PLC071691

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1) Issuer Details:

Name of the issuer : PTC Industries Limited

Name of the promoter : Sachin Agarwal Industry/sector to which it belongs : Industrial Products such as Stainless Steel, Duplex, Super Duplex, Nickel, Cobalt alloys

2) Issue Details

Issue Period

: February 03, 2024 and closed on February 15, 2024

Type of issue (public/rights) : Preferential Issue Type of specified securities : Equity Shares IPO Grading, if any : Not applicable Issue size (in Rs.crore) : Rs. 141.25 crore

: Preferential Issue

CARE Ratings Limited

Plot no. C-001 A/2 Sector 16B, Berger Tower, Noida, Gautam 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Budh Nagar (UP) - 201301 Phone: +91-120-4452 000 Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456

Email: [email protected] • www.careedge.in

3

CIN-L67190MH1993PLC071691

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3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars Reply Source of information /
certifications considered by
Monitoring Agency for
preparation of report		 Comments of
the
Monitoring
Agency		 Comments
of the
Board of
Directors
Whether all utilization is as
per the disclosures in the
Offer Document?		 Yes Chartered Accountant
certificate,
Bank Statement and
Management Certificate*		 The issue proceeds
of
preferential
issue have been
utilized
in
accordance
with
the objects given
as
per
offer
document.
The
company
received the entire
proceeds
of
Rs.
141.25
crore
in
HDFC Preferential
Allotment
a/c
–
50200075112882
between 13 Feb
2024 to 15 Feb
2024. Post that the
entire
proceeds
were transferred to
HDFC CC A/C –
12670330000070
on
15
February
2024
instead
of
opening a separate
Issue
Monitoring
Account.
Whether
shareholder
approval has been obtained in
case of material deviations#
from expenditures disclosed
in the Offer Document?		 No
material
deviation		 Not applicable Not applicable
Whether the means of finance
for the disclosed objects of
the issue have changed?		 No Not applicable Not applicable
Is there any major deviation
observed over the earlier
monitoring agency reports?		 No Not applicable Nil
Whether
all
Government/statutory		 Not
applicable		 Not applicable Not applicable

CARE Ratings Limited

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Plot no. C-001 A/2 Sector 16B, Berger Tower, Noida, Gautam 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Budh Nagar (UP) - 201301 Phone: +91-120-4452 000 Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456

Email: [email protected] • www.careedge.in

4

CIN-L67190MH1993PLC071691

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Particulars Reply Source of information /
certifications considered by
Monitoring Agency for
preparation of report		 Comments of
the
Monitoring
Agency		 Comments
of the
Board of
Directors
approvals
related
to
the
object(s)
have
been
obtained?
Whether
all
arrangements
pertaining
to
technical
assistance/collaboration
are
in operation?		 Not
applicable		 Not applicable Not applicable
Are
there
any
favourable/unfavourable
events affecting the viability
of these object(s)?		 No Not applicable Not applicable
Is there any other relevant
information
that
may
materially affect the decision
making of the investors?		 No Not applicable Not applicable

*Chartered Accountant certificate from A. Sachdev & Co. dated 01 Aug 2024

  • **Management Certificate dated 01 Aug 2024

  • Where material deviation may be defined to mean:

  • a) Deviation in the objects or purposes for which the funds have been raised

  • b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.

4) Details of objects to be monitored:

(i) Cost of objects –

Sr.
No.		 Item Head Source of
information
/
certifications
considered
by
Monitoring
Agency for
preparation
of report		 Original
cost
(as per
Offer
Document)
in Rs.
Crore
Revised
Cost
in Rs.
Crore		 Comments
of the
Monitoring
Agency		 Comments of the Board of Directors Comments of the Board of Directors Comments of the Board of Directors
Reason
for cost
revision		 Proposed
financing
option		 Particulars of
-firm
arrangements
made
1 Acquisition,
Expansion of
Manufacturing
Facilities, and
Investment in
Subsidiaries.		 Chartered
Accountant
certificate,
Offer
Document and
Management
Certificate*		 80.94 NA NA - - -
2 Reduction of
Debt		 Chartered
Accountant
certificate,
Offer		 25.00 NA NA - - -

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CARE Ratings Limited

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Plot no. C-001 A/2 Sector 16B, Berger Tower, Noida, Gautam 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Budh Nagar (UP) - 201301 Phone: +91-120-4452 000 Eastern Express Highway, Sion (East), Mumbai - 400 022

Phone: +91-22-6754 3456

Email: [email protected] • www.careedge.in

CIN-L67190MH1993PLC071691

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Sr.
No.		 Item Head Source of
information
/
certifications
considered
by
Monitoring
Agency for
preparation
of report		 Original
cost
(as per
Offer
Document)
in Rs.
Crore
Revised
Cost
in Rs.
Crore		 Comments
of the
Monitoring
Agency		 Comments of the Board of Directors Comments of the Board of Directors Comments of the Board of Directors
Reason
for cost
revision		 Proposed
financing
option		 Particulars of
-firm
arrangements
made
Document and
Management
Certificate
3. General
Corporate
Purpose		 Chartered
Accountant
certificate,
Offer
Document and
Management
Certificate		 35.31 NA NA - - -
Total 141.25 - -

*Chartered Accountant certificate from A. Sachdev & Co. dated 01 Aug 2024

  • **Management Certificate dated 01 Aug 2024

(ii) Progress in the objects –

CARE Ratings Limited

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Plot no. C-001 A/2 Sector 16B, Berger Tower, Noida, Gautam 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Budh Nagar (UP) - 201301 Phone: +91-120-4452 000 Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456

Email: [email protected] • www.careedge.in

6

CIN-L67190MH1993PLC071691

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Sr
.
N
o		 Item Head Source of
information /
certifications
considered by
Monitoring
Agency for
preparation of
report		 Amou
nt as
per
the
Offer
docu
ment
in Rs.
Crore		 Amo
unt
raise
d till
date
i.e.
Marc
h 31,
202
4^		 Amount utilised in Rs. Crore Amount utilised in Rs. Crore Amount utilised in Rs. Crore Amount utilised in Rs. Crore Comments of the
Monitoring Agency		 Comments of the
Board of Directors		 Comments of the
Board of Directors
As at
beginni
ng of
the
quarter
in Rs.
Crore		 Durin
g the
quart
er
in Rs.
Crore		 At
the
end
of the
quart
er
in Rs.
Crore		 Unutilised
amount
in Rs. crore		 Reason
s for
idle
funds		 Propose
d course
of action
1 Acquisition,
Expansion of
Manufacturing
Facilities, and
Investment in
Subsidiaries.		 Chartered
Accountant
certificate,
Bank Statement
and
Management
Certificate*		 80.94 80.94 29.91 28.53 58.44 22.50 The company transferred
the
unutilized
FDR
proceeds to PNB and Yes
Bank. The funds were
transferred
through
multiple
transactions
from PNB and Yes Bank to
HDFC Bank CC a/c. The
amount of Rs. 28.53 crore
was
transferred
to
subsidiary
Aerolloy
Technologies
Limited
(ATL) through multiple
entries from HDFC CC a/c
.
2 Reduction of Debt Chartered
Accountant
certificate, Bank
Statement
and
Management
Certificate		 25.00 25.00 17.91 7.08 25.00 0.00 The company transferred
the
unutilized
FDR
proceeds of PNB to HDFC
CC a/c. The amount of Rs.
7.48
crore
was
transferred to SBI CC to
pay the o/s balance. Rs.
7.08
crore
was
considered in reduction of
debt and remaining Rs.
0.40
crore
was
for
general
corporate
purpose.
3. General Corporate
Purpose		 Chartered
Accountant
certificate
and
Management
Certificate		 35.31 35.31 0.00 0.40 0.40 34.91 The company transferred
the
unutilized
FDR
proceeds of PNB to HDFC
CC a/c. The amount of Rs.
7.48
crore
was
transferred to SBI CC to
pay the o/s balance. Rs.
7.08
crore
was
considered in reduction of
debt and remaining Rs.
0.40
crore
was
for
general
corporate
purpose.
Total 141.2
5		 141.
25		 47.82 36.0
1		 83.84 57.41

  • Chartered Accountant certificate from A. Sachdev & Co. dated 01 Aug 2024

  • **Management Certificate dated 01 Aug 2024

  • ^Note: The company had transferred the entire proceeds of Rs. 141.25 crore to its HDFC CC a/c from HDFC

  • Preferential Allotment for utilisation. From the HDFC CC account the funds were transferred to PNB and then to Yes Bank for creation of FDRs. Since, there were numerous other debits and credits in these accounts, we were not directly able to ascertain the utilization of issue proceeds. The Company had

CARE Ratings Limited

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Plot no. C-001 A/2 Sector 16B, Berger Tower, Noida, Gautam 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Budh Nagar (UP) - 201301 Phone: +91-120-4452 000 Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456

Email: [email protected] • www.careedge.in

7

CIN-L67190MH1993PLC071691

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submitted to us that the funds had been used in line with the offer document and submitted documents including CA certificate, bank account statement and Management Certificate highlighting the specific transactions for the same.

(iii) Deployment of unutilized public issue proceeds:

Sr. No. Type of
instrument and
name of the
entity invested in		 Amount
invested		 Maturity
date		 Earning Return on
Investment
(%)		 Market Value
as at the end
of quarter**
1 FD with PNB Bank 10.00 09-07-2024 0.09 7.25 10.09
2 FD with PNB Bank 10.00 09-07-2024 0.09 7.25 10.09
3 FD with PNB Bank 10.00 09-07-2024 0.09 7.25 10.09
4 FD with PNB Bank 10.00 09-07-2024 0.09 7.25 10.09
5 FD with Yes Bank 5.00 23-09-2024 0.10 7.35 5.10
6 FD with Yes Bank 5.00 23-09-2024 0.10 7.35 5.10
7 FD with Yes Bank 5.00 23-09-2024 0.10 7.40 5.10
8 FD with Yes Bank 5.00 23-09-2024 0.10 7.40 5.10
Total 60.00 0.76 60.76

Note: As per offer document, issue proceeds, if any, pending utilization for the purposes described above, the company intends to deposit the Gross Proceeds, only with scheduled commercial banks included in the second schedule of the Reserve Bank of India Act, 1934 or deploy funds for such businesses opportunities as may be allowed by the Board from time to time.

*The company has transferred the funds from HDFC CC a/c to PNB CC a/c for creation of FDRs. The funds were again

CARE Ratings Limited

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Email: [email protected] • www.careedge.in

8

Plot no. C-001 A/2 Sector 16B, Berger Tower, Noida, Gautam 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Budh Nagar (UP) - 201301 Phone: +91-120-4452 000 Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456

CIN-L67190MH1993PLC071691

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transferred from PNB CC a/c to Yes Bank CC a/c for creation of FDRs. The unutilized proceeds were Rs. 57.41 crore and the company invested Rs. 60 crore in FDR inclusive of its own funds of Rs. 2.59 crore. **Note – These are the maturity values of FDRs.

(iv) Delay in implementation of the object(s) –

Objects Completion Date Completion Date Delay (no. Comments of the Board of Comments of the Board of

of days/		 Directors
As per the offer Actual months) Reason of delay Proposed

document
course of
action
Acquisition, Expansion of
Manufacturing Facilities,
and Investment in
Subsidiaries.#		 Till March 2025 Ongoing - - -
Reduction of Debt Till March 2025 Ongoing - - -
General Corporate
Purpose		 Till March 2025 Ongoing - - -

While the outer timeline for implementation of the CAPEX related object of Rs. 80.94 crore is March 2025, the quarterly implementation timeline schedule is not available, hence,we are unable to ascertain any delay.

5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:

Sr.
No		 Item Head Amount
Rs. in
crore		 Source of information /
certifications considered by
Monitoring Agency for
preparation of report		 Comments of the
Monitoring Agency		 Comments
of the
Board of
Directors		 Comments
of the
Board of
Directors
1. General
Corporate
Purpose		 0.40 CA Certificate and Management
Certificate		 The company transferred
the
unutilized
FDR
proceeds of PNB to HDFC
CC a/c. The amount of Rs.
7.48 crore was transferred
to SBI CC to pay the o/s
balance. Rs. 7.08 crore
was
considered
in
reduction of debt and
remaining Rs. 0.40 crore
was for general corporate
purpose.		 -

CARE Ratings Limited

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Plot no. C-001 A/2 Sector 16B, Berger Tower, Noida, Gautam 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Budh Nagar (UP) - 201301 Phone: +91-120-4452 000 Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456

Email: [email protected] • www.careedge.in

9

CIN-L67190MH1993PLC071691

==> picture [138 x 37] intentionally omitted <==

Disclaimers to MA report:

a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA” ). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.

c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.

e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

CARE Ratings Limited

10

Plot no. C-001 A/2 Sector 16B, Berger Tower, Noida, Gautam 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Budh Nagar (UP) - 201301 Phone: +91-120-4452 000 Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456

CIN-L67190MH1993PLC071691

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