Tolins

Optimisation of our Capacity Utilisation.

Expanding Reach of Domestic Markets.

Expand our Product Range by introducing new products and product range.

Penetrate into New Geographies through an Increase in Exports.

Strengthen Relationships with its Existing Customers and Expand Customer Base.

Continue to Improve Operational Efficiencies through Economies of Scale, Supply Chain Rationalization, technology enhancements and effective Resource Planning

Improve Efficiencies with Technology Enablement.

Pursue Inorganic Growth through Selective Acquisitions.

Broad Description of its Products Offerings.

Diversified Product Range and Customised Product Offering.

Quality of Products.

Long standing relationship with large OEMs and dealer network in India and its Depots.

Integrated manufacturing operations coupled with in-house products and process design capabilities which offer scale, flexibility and comprehensive solutions.

Locational Advantage.

Research and development and product development capabilities.

Experienced and Dedicated Management Team.

Track record of growth and financial performance.

The tyre manufacturing industry is encountering difficulties because of limited suppliers for key raw materials such as natural rubber and carbon black. Further, the company does not have any long-term contracts with its suppliers and engage them by way of placing purchase orders. Volatility in the prices and availability of raw materials or any failures by its suppliers to make timely delivery of raw materials or breakdown of its relationship with such suppliers could have an adverse effect on its business, financial condition and results of operations.

The company is dependent on its automotive original equipment manufacturer ("OEM") customers for the sale of a significant portion of its agricultural tyres.

Its business is significantly dependent on the company`s Manufacturing Facilities in India and abroad. Its entire infrastructure, facility and business operations are currently concentrated in Kalady, Kerala and Ras Al Khaimah, UAE. Any disruption in manufacturing at, or temporary or permanent shutdown of, its Manufacturing Facilities, may materially and adversely affect its business, prospects, financial condition and results of operations.

The company derives a portion of its revenue from the sale of bias tyres, which may result in pricing pressure that could adversely affect its profitability.

If the company is subject to product liability and other civil claims and costs incurred because of product recalls, it could expose it to costs and liabilities and adversely affect its reputation, business, revenues and profitability.

A significant portion of its tyre products are sold to dealers & distributors. The company does not enter into contractual agreements with its distributors and dealers and any failures to maintain the relationship with these dealers & distributors or find competent replacements could affect the sales of its products.

Its may faces an adverse impact on the company international sales and earnings as a result of risks associated with its international sales.

The Company and its Subsidiaries namely Tolin Rubbers Private Limited and Tolins Tyres LLC (One Person), have reported negative cash flow in the past. Any negative cash flows in the future would adversely affect its cash flow requirements, which may adversely affect its ability to operate the company`s business and implement its growth plans, thereby affecting its financial condition.

The company is subject to various laws and regulations relating stringent environmental, health and safety laws, regulations and standards in India and abroad. Non-compliance with and adverse changes in health, safety and environmental laws and other similar regulations to its manufacturing operations may adversely affect the company`s business, results of operations and financial condition.

The company faces competition from both domestic as well as multinational corporations and its inability to compete effectively could result in the loss of customers and its market share, which could have an adverse effect on the company`s business, results of operations, financial condition and future prospects.

There are outstanding legal proceedings involving the Company, Directors, Promoters and its Subsidiaries. Any adverse outcome in such proceedings may have an adverse impact on the company reputation, business, financial condition, results of operations and cash flows.

Under-utilization of its Manufacturing Facilities and an inability to effectively utilize the company expanded manufacturing capacities could have an adverse effect on its business, prospects and future financial performance.

The company has substantial working capital expenditure and may require additional financing to meet those requirements, which could have an adverse effect on its results of operations and financial condition.

Its trademarks are registered in the name of the company`s Promoter, Dr. Kalamparambil Varkey Tolin. Its cannot assure you that he will recall his no objection for the use of such trademarks. Further, any inability to protect its intellectual property or any claims that the company infringe on the intellectual property rights of others could have a material adverse effect on it. Any deterioration in the reputation and market perception of its brands, or if the company sales and marketing efforts are ineffective, it could adversely affect its sales, profitability and the implementation of the company`s growth strategy.

The sale of its products is concentrated majorly in Kerala. In Fiscal 2024 (on a consolidated basis) and in Fiscal 2023 and 2022 (on a standalone basis), its revenue from sale of products in Kerala accounted for 46.71%, 66.91%, and 63.33% of its revenue from operations, respectively. Any adverse developments affecting its operations in such region, could have an adverse impact on the company`s business, financial condition, results of operations and cash flows.

The company has incurred significant indebtedness, and an inability to comply with repayment and other covenants in its financing agreements could adversely affect its business and financial condition.

The company is dependent on contract labour and any disruption to the supply of such labour for its manufacturing facilities or its inability to control the composition and cost of the company contract labour could adversely affect its business, results of operations and financial condition.

Jose Thomas, one of its Promoter Group members, was associated, in the capacity of a director, with Coromandel Leathers Private Limited whose name is appearing as a wilful defaulter.

Its industry is labour intensive and the company`s business operations may be materially adversely affected by strikes, work stoppages or increased wage demands by its employees or those of the company`s suppliers.

The Company proposes to repay and/or prepay certain outstanding loans obtained by both the Company and its Subsidiary, Tolin Rubbers Private Limited. The repayment will be funded by a portion of the Net Proceeds. Accordingly, the utilization of the Net Proceeds will not result in creation of any tangible assets.

The company is unable to trace some of its historical records. In the event the company is found not to be in compliance with any applicable regulations in relation to the regulatory filings or corporate actions, its may be subject to regulatory actions or penalties for any such possible non-compliance and its business, financial condition and reputation may be adversely affected.

Its manufacturing operations involve processes and activities that are susceptible to accidents, and accidents at its facilities could expose it to the risk of liabilities, loss of revenues and increased expenses.

As on March 31, 2024, the company sourced 29.07% of its total requirement of rubber compounds, from Tolin Rubbers Private Limited ("TRPL"), its wholly owned Indian subsidiary. Its dependence on the company`s Subsidiaries exposes it to significant operational and financial risks.

Its operations are dependent on continuous research & development and its inability to identify and understand evolving industry trends, technological advancements, customer preferences and develop new products to meet its customers` demands may adversely affect the company`s business.

The company has 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.

Its funding requirements and the proposed deployment of Net Proceeds are based on management estimates and are not appraised by any independent agency, which may affect its business and results of operations.

The company has certain contingent liabilities which, if materialized, may adversely affect its financial condition.

Its inability to maintain appropriate levels of inventory to meet the demands of its customers may have an adverse effect on the company`s results of operations and financial condition.

Its cost of production is exposed to fluctuations in the prices of raw materials.

Its insurance coverage may not be adequate to protect the company against operating hazards or its may incur uninsured losses and this may have an adverse effect on its business and revenues.

The Company and its Subsidiaries are required to make timely payments towards statutory dues. However, there have been certain instances of delays in payment of statutory dues by the Company and its Indian subsidiary, Tolin Rubbers Private Limited, in the past. Its may be subject to regulatory actions and penalties for any such delays and its business, financial condition and reputation may be adversely affected.

Its business depends heavily on the company`s reputation and consumer perception of its brand, and any negative publicity or other harm to its brand or failures to maintain and enhance its brand recognition may materially and adversely affect its business, financial condition, results of operations and cash flows.

Certain of its immovable properties in India and overseas are taken on lease by it. If the company is unable to renew existing leases or relocate its operations on commercially reasonable terms, there may be an adverse effect.

The company is subject to stringent labour laws or other industry standards and any kind of disputes with its employees could adversely affect its business, results of operations, financial condition and cash flows.

The revenue the Company generates from its sale of tread rubber is higher as compared to the revenue generated from sale of bias tyres. Bias tyres are used for heavy/ light commercial vehicles, off the road/ agriculture tyres and for two-wheelers and three-wheelers. However, heavy/ light commercial vehicles that are used for business purposes are the main consumers of retread tyres. In case the demand for bias tyres increases and the company is unable to cater to the demand its may lose its market share for bias tyres.

The company is dependent upon the experience of its Promoters, Directors, Key Managerial Personnel and Senior Management, including other employees with technical qualifications for conducting its business and undertaking the company day to day operations. Any loss of or its inability to attract or retain such persons could adversely affect its business, results of operations and financial condition.

Its Promoters, Promoter Group, Directors, Subsidiaries and Group Companies are in businesses similar to its and have interests in certain companies, which are in similar businesses to its, and this may result in potential conflict of interest with the company.

Its Promoters and certain members of the Promoter group have extended personal guarantees for certain loan facilities availed by the Company. Revocation of any or all of these guarantees may adversely affect its business operations and financial condition.

The company requires certain licenses, permits and approvals under such laws and regulations in the ordinary course of its business, and the failures to obtain or retain them in a timely manner may materially affect the company`s operations.

The cyclical and seasonal nature of businesses, in particular, the automobile industry, can adversely affect its business.

The company export its products to various countries, on account of which its may be subject to significant import duties or restrictions in the jurisdictions the company export to. Further, fluctuation in foreign exchange rates, unavailability of fiscal benefits enjoyed by it or its inability to comply with related requirements may have an adverse effect on its business and results of operations.

The company is subject to various laws and extensive government regulations and if the company fails to comply, in the ordinary course of its business, it could subject the Company to enforcement actions and penalties and its business financial condition, results of operations and cash flows may be adversely affected. Further, changing laws, rules and regulations and legal uncertainties, including the withdrawal of certain benefits or adverse application of tax laws, may adversely affect its business, prospects, results of operations and cash flows.

The Company had availed certain loans less than one year prior to filing of the DRHP to fulfil its working capital requirements. However, the Company proposes to repay such loans from the Offer Proceeds before its repayment period. Such changing funding strategies may impact investor confidence.

One of the objects of the Offer is to utilise the Net Proceeds towards repayment and/or prepayment, in full, of certain outstanding loans (including foreclosure charges, if any) availed by the Company and its Indian subsidiary, Tolin Rubbers Private Limited ("TRPL"). The company will have to incur cost towards pre-payment penalties.

If the company fails to effectively implement its production schedules, its business and results of operations may be materially and adversely affected.

Its inability to collect receivables and defaults in payment from the company`s customers could result in the eduction of its profits and affect its cash flows.

The company is exposed to warranty claims in all of the countries in which the company export its products.

The company generally do business with its customers on purchase order basis and does not enter into long term contracts with most of them.

If the company fails to develop technologies, processes or products needed to support consumer demand, its may lose significant market share or be unable to recover associated costs.

Industry information included in this Red Herring Prospectus has been derived from an industry report exclusively commissioned by and paid for by it for the purpose of the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.

The Company currently does not manufacture tyres and pre-cure tread rubber for the passenger vehicle segment, which predominantly use radial tyres, whereas the company manufacture bias tyres. Further, radialisation in passenger vehicles segment is around 99%, however the company is unable to capitalize on the same as the company does not have a manufacturing facility for production of radial tyres.

Some of its agreements may be under stamped or inadequately stamped and if any financial or judicial implication arises out of the same it may have an adverse effect on the Company`s business and reputation.

A shortage or non-availability of essential utilities such as electricity and fire wood or disruption of power, could affect its manufacturing operations and have an adverse effect on its business, results of operations and financial condition.

Rubber is a combustible commodity. Any fire mishaps or accidents at the Company`s facility could lead to property damages, property loss and accident claims.

Information relating to the installed manufacturing capacity, actual production and capacity utilization of our TTLLC Facility included in this Red Herring Prospectus is based on its management assumptions and estimates, and future production and capacity may vary.

Failures or disruption of its information technology systems may adversely affect the company`s business, financial condition, results of operations and prospects.

The company faces significant competition from local, unorganized players who offer tread rubber at competitive prices. Failures to effectively compete on pricing could materially impact its financial condition, operational results, and cash flows.

If the company does not compete successfully against existing and new competitors, its may lose customers and market share. Further, with exports contributing only 5.38% of its revenue from operations for Fiscal 2024 (on a consolidated basis), its presence in global market remains minimal.

If the company does not successfully implement its strategic initiatives, the company operating results, financial condition and liquidity may be materially adversely affected.

The company is dependent on third party for certain operations of its business such as transport and logistics. Any failures by such third parties to deliver their services could have an adverse impact on its business.

The acquisition of other companies, businesses or technologies could result in operating difficulties, dilution and other adverse consequences.

Its ability to pay dividends in the future will depends on the company earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

The company is subject to foreign exchange rate fluctuations and the use of hedging instruments by it could result in financial losses that could adversely affect its results of operations and cash flows.

Information relating to its operational capacities and the historical capacity utilization of the company Manufacturing Facilities included in this Red Herring Prospectus is based on various assumptions and estimates and future production and capacity utilization may vary.

The company will continue to be controlled by its Promoters and Promoter Group after the completion of the Offer.

The availability of counterfeit products, the company failures to keep its technical knowledge confidential, or its ability to obtain and protect the company intellectual properties may have adverse effects on its business and results of operations.

The Offer Price, market capitalization to total revenue multiple and price to earnings ratio based on the Offer Price of the Company, may not be indicative of the market price of the Equity Shares on listing or thereafter.

Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, IFRS and U.S. GAAP, which may be material to investors` assessments of its financial condition, result of operations and cash flows.

Pricing pressure from its customers or the company inability to fully pass on costs to its customer, may impact its revenue from operations and profitability and may result in a materially adverse effect on its business, results of operations and financial condition.

If the company is unable to establish and maintain an effective internal controls and compliance system, its business and reputation could be adversely affected.

If purchases of new vehicles decline, it could significantly decrease the demand for its products.

Its products are subject to continued pricing pressure, which may materially and adversely affect its profits, results of operations and cash flows.

The average cost of acquisition of Equity Shares by its Promoters could be lower than the floor price.