SD International Limited IPO

01At a glance

What the company does: makes semi-rigid and rigid plastic food packaging (takeaway containers, dairy cups, in-mould labelled tubs, buckets) at two plants in Gorakhpur and one at Sandila, Hardoi, through a 50.25% subsidiary (AP p.3, DRHP p.275, DRHP p.303).

Who pays it: 834 business customers and distributors in food service, dairy, sweets, bakery and agro produce; the top ten were 27.15% of FY26 revenue and are not named "due to non-receipt of consents" (DRHP p.28, DRHP p.249). Uttar Pradesh was 48.72% of FY26 revenue (DRHP p.31).

Why it is raising money: ₹70.0 crore to repay or prepay borrowings and ₹51.0 crore for machinery for a new unit, with the rest for general corporate purposes (AP p.6, DRHP p.125).

How fast it has grown: revenue from ₹174.1 crore in FY24 to ₹302.3 crore in FY26, about 31.8% a year, and profit after tax from ₹18.1 crore to ₹32.5 crore, about 33.8% a year (our arithmetic, DRHP p.84). The company states the same two rates (DRHP p.250).

The one thing to understand: cash has not kept pace with profit. Operating cash flow over FY24 to FY26 added up to ₹7.2 crore against ₹70.9 crore of profit, with an outflow of ₹47.6 crore in FY24 (our arithmetic, DRHP p.85). Read from the filing: the largest customer's revenue (₹26.2 crore in FY26) matches, to the rupee, the company's sales to its associate company Stroller Distributors Private Limited (DRHP p.28, DRHP p.88).

02The business, in plain words

S. D. International melts plastic granules, mainly polypropylene (PP) and PET, into sheet or moulds them directly, and forms the plastic into containers, cups, lids and buckets to customer specifications (DRHP p.280, DRHP p.253). Thermoforming heats a plastic sheet and presses it into a mould; injection moulding forces molten plastic into a closed mould; blow moulding inflates a plastic tube inside a mould (DRHP p.278).

A sweet shop, dairy or takeaway kitchen needs containers → orders them by purchase order → S. D. International forms them from PP, PET or HIPS granules in Gorakhpur or Sandila → the customer pays on credit terms, generally without an advance (DRHP p.36).

The company was incorporated in 2008 and began production of thermoformed PP containers in 2009 (DRHP p.298). It added PET containers in 2019 and injection-moulded, in-mould labelled (IML) containers in 2024, the year it acquired 50.25% of S. D. Plastoware Private Limited (DRHP p.299). It sold 255 products (SKUs) in FY26 against 141 in FY24 (DRHP p.427), and employed 370 people plus 77 contract workers at August 31, 2026 (DRHP p.285). Almost all sales are in India: exports were 0.31% of FY26 revenue (DRHP p.281).

Earnings equation: Revenue ≈ tonnes produced × realisation per tonne. The company produced 16,833.51 MT in FY26 (DRHP p.276). Materials consumed were 58.59% of FY26 revenue and electricity ₹16.4 crore (DRHP p.280, DRHP p.283).

03Where the money comes from

Source: DRHP p.249.

By state, Uttar Pradesh was 43.90%, 49.34% and 48.72% of revenue in FY24, FY25 and FY26; Bihar 8.88% and West Bengal 5.50% in FY26 (DRHP p.31). Repeat customers gave 87.89% of FY26 revenue (DRHP p.250).

Source: DRHP p.28.

Revenue is spread over many customers and the top-ten share fell each year. The largest customer's revenue was ₹28.8 crore, ₹28.8 crore and ₹26.2 crore over the three years (DRHP p.28). Sales of goods to the associate Stroller Distributors Private Limited were the same amounts, 16.53%, 12.80% and 8.67% of revenue (DRHP p.88). On the supply side, the top ten suppliers were 73.59% of FY26 purchases (DRHP p.29).

04The growth record

Source: AP p.7, AP p.8, DRHP p.139.

Our arithmetic on those pages: revenue grew about 31.8% a year from FY24 to FY26, EBITDA about 39.4% and profit after tax about 33.8%; EBITDA margin rose 204 basis points and PAT margin 33 basis points (DRHP p.84). FY24 figures consolidate only the associate; FY25 and FY26 also include the subsidiary, acquired with effect from April 1, 2024 (DRHP p.434). Profit includes the minority holders' share, ₹1.1 crore in FY26, and the associate's profit, ₹0.7 crore (DRHP p.84).

05What the growth is made of

Revenue rose ₹128.2 crore from FY24 to FY26 (our arithmetic, DRHP p.249). Of that, ₹61.1 crore came from injection-moulded and IML containers, a line that barely existed in FY24, and ₹14.6 crore from blow-moulded products, which began in FY25 (our arithmetic, DRHP p.249). Thermoformed products, the original business, grew about 13.5% a year (our arithmetic, DRHP p.249).

Volume and price, roughly: production rose from 11,017.21 MT to 16,833.51 MT, up 52.8%, while revenue rose 73.7% (our arithmetic, DRHP p.276, DRHP p.84). Revenue per tonne produced moved from about ₹1.58 lakh to ₹1.80 lakh (our arithmetic, DRHP p.276, DRHP p.84); this is crude, because revenue includes traded goods and FY24 production covers only the company.

The acquisition added capacity: the subsidiary's own revenue was ₹22.3 crore in FY25 and ₹38.2 crore in FY26 (DRHP p.303). The company attributes the FY25 increase to "consolidation of accounts with subsidiary and increase of the business" (DRHP p.457). The document does not give selling prices or volumes by product, so the rest cannot be split into volume and price.

06Earnings quality

The one that needs explaining is FY24. Operating cash flow was an outflow of ₹47.6 crore in a year with ₹24.5 crore of profit before tax, because "other non-current assets" rose ₹63.1 crore inside operating activities; in FY25 the same line fell ₹32.7 crore (DRHP p.85). The balance sheet shows other non-current assets of ₹34.2 crore at March 2024 and ₹0.7 crore at March 2025 (DRHP p.83). The pages read do not say what those assets were. In FY26 receivables rose ₹20.6 crore, which took most of the operating cash (DRHP p.85). Receivables older than a year were ₹0.98 crore at March 2026 (DRHP p.37).

07The balance sheet

At March 2026 borrowings were ₹119.8 crore, ₹50.1 crore long term and ₹69.7 crore current, against cash and bank balances of ₹0.3 crore (DRHP p.83). Of the current borrowings, ₹8.4 crore were unsecured loans from related parties (DRHP p.434). By August 31, 2026 borrowings had risen to ₹142.0 crore (DRHP p.44), and in September 2026 HDFC Bank sanctioned a further ₹55.0 crore loan for the new unit's building and part of its machinery (DRHP p.128).

Contingent liabilities were ₹11.9 crore of bank guarantees at March 2026, mostly backing an interest-free state loan (DRHP p.86). After March the company guaranteed its subsidiary's bank facilities up to ₹28.8 crore (DRHP p.61). Promoters and relatives have personally guaranteed ₹119.5 crore of borrowings (DRHP p.60). The company also carries a possible penalty of up to ₹1.0 crore for late transfer of unspent CSR money (DRHP p.52).

Source: DRHP p.44, DRHP p.125, AP p.7. The second column is our arithmetic: ₹142.0 crore less the ₹70.0 crore to be repaid, before any drawing on the new ₹55.0 crore loan. Net worth after the issue depends on the price, which is not yet set.

08What the money is for

Source: DRHP p.125. The share of the fresh issue cannot be worked out until the price is set.

Repayment: four HDFC Bank facilities, three term loans and a cash credit line, with ₹86.2 crore outstanding at August 31, 2026; the rate ranged from 6.92% to 8.05% (DRHP p.128). The whole ₹70.0 crore is scheduled for FY27 (DRHP p.126).

Machinery: imported machinery ₹34.7 crore, domestic machinery ₹13.8 crore, electrification ₹1.5 crore and a contingency of ₹1.0 crore, for a new Unit III on land leased from GIDA at Sector 13, Gorakhpur (DRHP p.133, DRHP p.128). No orders have been placed; the costs rest on quotations and a chartered engineer's cost report (DRHP p.129). Half is to be spent in FY27 and half in FY28, with commercial production in February 2028 (DRHP p.126, DRHP p.133).

Into the business: up to 1,30,00,000 new shares; the rupee amount is blank until the price is set (DRHP p.80). To the selling shareholder: up to 35,00,000 existing shares from Vinay Agarwal, also not yet priced (DRHP p.80).

The company may place up to 26,00,000 shares before filing the red herring prospectus; any such placement reduces the fresh issue (DRHP p.80).

09Who is selling

Source: DRHP p.115, DRHP p.80; the last column is our arithmetic. The offer for sale is 21.2% of the 1,65,00,000 shares on offer (our arithmetic, DRHP p.80). Vinay Agarwal's average cost is ₹1.92 a share (DRHP p.117).

10Promoters

The promoters are Vinay Agarwal, Poonam Agarwal, Lakshya Agarwal and S. D. Polytex Private Limited, who hold 79.36% before the issue (DRHP p.326). The document states that Vinay Agarwal and Poonam Agarwal are spouses and Lakshya Agarwal is their son (DRHP p.329). S. D. Polytex Private Limited is owned 53.64% by Vinay Agarwal, 45.45% by Lakshya Agarwal and 0.91% by Poonam Agarwal (DRHP p.327).

Vinay Agarwal, Chairman and Managing Director, has been a director since the company's incorporation in 2008 and has more than 18 years in plastic packaging (DRHP p.309, DRHP p.308). The company paid Vinay Agarwal ₹1.44 crore in FY26 (DRHP p.310). Poonam Agarwal joined the board in July 2026 as a non-executive director and in FY26 drew ₹0.26 crore from the subsidiary and ₹0.60 crore from the associate (DRHP p.312, DRHP p.310).

Lakshya Agarwal, aged 18, received 58,50,000 shares in August 2026 on the dissolution of the Chandwasia Family Trust, of which Lakshya Agarwal was sole beneficiary (DRHP p.112, DRHP p.327); the document itself says this promoter "may not have adequate experience" in the business (DRHP p.52).

No promoter shares are pledged (DRHP p.114). Vinay Agarwal is a director of Automata Tools and Technologies Private Limited, which applied for voluntary strike-off in 2022 (DRHP p.48). Related entities that transact with the company include the associate Stroller Distributors Private Limited, TVL Engineers Private Limited, S. D. Plascon Private Limited and S. D. Ecotech Private Limited (DRHP p.88, DRHP p.89).

Promoter economics. Average cost per share: Vinay Agarwal ₹1.92, Poonam Agarwal ₹7.88, S. D. Polytex Private Limited ₹1.54, Lakshya Agarwal nil (DRHP p.117).

The steps in the last three years: 40,000 shares inherited by Vinay Agarwal in April 2024; gifts of 3,31,075 and 1,86,775 shares from promoter group members in March 2025; a 25-for-1 bonus issue in July 2026; the trust transmission to Lakshya Agarwal in August 2026; and on September 4, 2026 a purchase of 16,28,250 shares each by Vinay Agarwal and Poonam Agarwal from Stroller Distributors Private Limited at ₹22 a share (DRHP p.112, DRHP p.116).

The weighted average cost of all shares acquired in the last year was ₹1.28, in a range of nil to ₹22 (DRHP p.117). Earlier cash issues were at ₹10 to ₹200, the last at ₹40 in September 2017 (DRHP p.110, DRHP p.111).

11Who already owns it

Source: DRHP p.115. Promoters and promoter group hold every share; there are no outside investors and no other top-ten shareholders (AP p.7). Stroller Distributors Private Limited sold its entire holding to Vinay Agarwal and Poonam Agarwal in September 2026 (DRHP p.113).

If the issue is taken up in full with no pre-IPO placement, the promoters would hold about 56.9%, the promoter group about 16.3% and the public about 26.8% of 6,15,61,500 shares (our arithmetic, DRHP p.80, DRHP p.115).

12What changed just before the IPO

• April 2024: the company acquired 50.25% of S. D. Plastoware Private Limited, which became its subsidiary (DRHP p.299, DRHP p.303).
• February 2025: statutory auditor Sri Prakash & Co. resigned "due to professional reasons" and Suresh Chandra & Associates was appointed to the casual vacancy (DRHP p.103).
• April 2025: Vinay Agarwal became Chairman and Managing Director at ₹1.44 crore a year, up from ₹1.20 crore paid in FY24 and FY25 (DRHP p.309, DRHP p.91).
• FY25: finance costs rose from ₹2.2 crore to ₹9.0 crore as borrowings grew (DRHP p.457).
• FY26: the company sold its holdings in S. D. Ecotech Private Limited and S. D. Woodplast LLP for ₹0.74 crore, to Vinay Agarwal and Sharda Devi (DRHP p.300, DRHP p.91, DRHP p.92).
• FY26: purchases from Punjab, 26.58% of the total in FY25, fell to nil, and Uttar Pradesh rose to 70.87% (DRHP p.280).
• January 2026: converted to a public company (DRHP p.297).
• July 2026: three independent directors appointed, authorised capital raised and a 25-for-1 bonus issue allotted (DRHP p.312, DRHP p.298, DRHP p.111).
• August and September 2026: unspent CSR money of ₹0.46 crore deposited late; compounding and adjudication applications filed for past filing lapses (DRHP p.54, DRHP p.41).
• September 2026: promoters reclassified, with Stroller Distributors Private Limited, two HUFs, Vijay Kumar and Sharda Devi ceasing to be promoters; Sharda Devi left the board (DRHP p.328, DRHP p.312).

13Capacity and expansion

Source: DRHP p.276, DRHP p.129, DRHP p.133. Utilisation is for FY26 on three eight-hour shifts, 330 days a year (DRHP p.276).

Total installed capacity rose from 13,430 MT in FY24 to 20,100 MT in FY26; utilisation was 82.03%, 92.00% and 83.75% (DRHP p.276). Of Unit III's 12,600 MT, the issue funds machinery for 6,600 MT and the bank loan and internal accruals fund 6,000 MT (DRHP p.129). The document does not give a commissioning date for the bank-funded part. The company also plans to make cling film at Unit III (DRHP p.129).

14Market size and industry structure

As claimed: the Indian packaging industry was about USD 92 billion in CY25; rigid plastic packaging about USD 14.7 billion and semi-rigid plastic packaging about USD 5.1 billion (AP p.5). The source is the CareEdge report "Industry Research Report on Semi-Rigid and Rigid Packaging Industry in India" dated September 21, 2026, commissioned and paid for by the company (DRHP p.247). The same report projects growth to CY30; those projections are the report's, and this study does not use them.

The part that is addressable: rigid and semi-rigid plastic packaging combined, about USD 19.8 billion in CY25 according to the commissioned report (DRHP p.261). The company supplies mainly food packaging in north and east India (DRHP p.31), and the report does not size that narrower market.

What the company is today: FY26 revenue of ₹302.3 crore (DRHP p.84). At the dollar rate the document itself uses for its machinery quotations, ₹94.4467 (DRHP p.130), the semi-rigid market is about ₹48,200 crore and the company's revenue about 0.6% of it (our arithmetic); the years do not match exactly, calendar against fiscal.

Structure: the commissioned report describes the industry as fragmented, with compliance, certification and quality systems favouring organised players (DRHP p.284). Demand comes from food service, dairy, sweets, bakery and fresh produce (DRHP p.249). Plastic waste rules and extended producer responsibility apply to the company as a producer of plastic packaging (DRHP p.54). Raw materials are petrochemical resins whose prices follow crude oil (DRHP p.432).

15Competitive position

Source: DRHP p.140, DRHP p.141, DRHP p.284. The document does not give the peers' margins, RoCE or borrowings.

The commissioned report puts the listed peers' capacity at about 38,200 MT to 63,000 MT, against the company's 20,100 MT (DRHP p.284). What the company says customers choose it for: a range of 255 SKUs across three moulding technologies, plants close to customers in Uttar Pradesh, Bihar and West Bengal, and customer-specific printing and labelling (DRHP p.427, DRHP p.254, DRHP p.253). It has one registered trademark and a logo application pending (DRHP p.285). It does not make its own moulds (DRHP p.279).

16Peers the company named

Peers named in the offer document: Mold-Tek Packaging Limited, TPL Plastech Limited, Rajshree Polypack Limited and Glen Industries Limited (DRHP p.140).

Source: DRHP p.140, DRHP p.141; the last column is our arithmetic. The document gives an industry average P/E of 20.93, which it calculates as the average of the highest and the lowest peer figure only (DRHP p.139). The simple average of all four is 19.7 and the median 18.6 (our arithmetic, DRHP p.141). Mold-Tek Packaging is about three times the company's size and, like TPL Plastech, focused mainly on industrial packaging such as drums and pails, according to the commissioned report (DRHP p.284). No P/E is possible for S. D. International until a price band is set.

17Risks, in plain words

Customers: the largest customer was 8.67% of FY26 revenue, and its revenue equals the company's sales to its own associate (DRHP p.28, DRHP p.88) → the document states that related-party transactions are at arm's length but gives no price comparison (DRHP p.42) → ₹26.2 crore in FY26.

Geography: Uttar Pradesh gave 48.72% of FY26 revenue (DRHP p.33) → a local slowdown or a state plastics restriction hits half the business → ₹147.3 crore of revenue.

Suppliers: the top ten suppliers were 73.59% of FY26 purchases, with no long-term contracts (DRHP p.29) → a supply break or a resin price rise reaches margins directly → materials consumed were 58.59% of revenue (DRHP p.280).

Financial: working capital needs rose from ₹36.5 crore in FY24 to ₹92.3 crore in FY26, and borrowings were ₹142.0 crore at August 2026 (DRHP p.38, DRHP p.44) → growth has been funded with debt rather than operating cash → operating cash flow of ₹7.2 crore over three years (our arithmetic, DRHP p.85).

Issue-specific: the machinery has not been ordered, much of it is imported and there is no hedging policy (DRHP p.36, DRHP p.129) → cost or delay overruns fall on internal accruals or new debt → imported machinery ₹34.7 crore at a stated contingency of ₹1.0 crore (DRHP p.133).

Regulation: past filing errors and lapses are the subject of compounding and adjudication applications filed in September 2026 (DRHP p.41) → penalties are possible → up to ₹1.0 crore for the CSR delay alone (DRHP p.52).

Promoters: promoters and relatives have personally guaranteed ₹119.5 crore of loans (DRHP p.60) → a withdrawal could force refinancing → about 84% of borrowings at August 2026 (our arithmetic, DRHP p.44).

18Litigation and regulatory matters

There are no material civil cases and no regulatory actions against the company, subsidiary, promoters or directors (DRHP p.474, DRHP p.475). Separately, the company disclosed errors in past filings with the Registrar of Companies, including forms that recorded 15 promoters instead of 9, and five non-compliances, among them late cost audit reports and shares issued in 2014 and 2017 below a registered valuer's price (DRHP p.40, DRHP p.41).

19Related-party transactions

Source: DRHP p.88, DRHP p.89, DRHP p.91, DRHP p.93. The company repaid Vinay Agarwal ₹4.2 crore of loans in FY26 (DRHP p.90). The subsidiary also borrowed from the associate, ₹1.1 crore in FY25 and ₹0.8 crore in FY26 (DRHP p.95).

What appeared and disappeared: the subsidiary became a group company from April 2024; the whole-time director's pay started in FY26; the company's investments in S. D. Ecotech Private Limited and S. D. Woodplast LLP passed to related parties in FY26; and Stroller Distributors Private Limited, which is 31.34% owned by the company and 66.32% by S. D. Plascon Private Limited, left the shareholder register in September 2026 (DRHP p.91, DRHP p.92, DRHP p.304, DRHP p.113).

20What the offer document does not say

• The names of the top ten customers, withheld "due to non-receipt of consents" (DRHP p.28).
• Whether sales to the associate are at arm's length in price and credit terms, beyond a general statement (DRHP p.42).
• What the ₹34.2 crore of other non-current assets at March 2024 were, which drove the FY24 cash outflow, in the pages read (DRHP p.83, DRHP p.85).
• Volumes and prices by product, so growth cannot be split into volume and price.
• Why purchases from Punjab stopped in FY26 (DRHP p.280).
• A commissioning date for the bank-funded 6,000 MT at Unit III (DRHP p.129).
• The price band, lot size, issue dates and the size of the issue in rupees, normal at DRHP stage.

21Five questions for management

1. What share of the associate's purchases from the company was resold to outside customers, and at what margin to the associate?
2. What were the ₹63.1 crore added to other non-current assets in FY24, and how did ₹32.7 crore of them turn back to cash in FY25?
3. What utilisation does Unit III need to cover its own depreciation and interest?
4. How much of FY26 revenue growth came from price rather than tonnes, by product line?
5. Why did receivable days rise from 58 to 68 in FY26, and which customers account for the increase?

2Sources and cited facts

This study was read from 2 documents the company filed. The 125 figures it cites are listed under the document each came from, with the page and the sentence as printed.