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RED HERRING PROSPECTUS
Dated: June 09, 2026
(This Red Herring Prospectus will be updated upon filing with the RoC)
Read with Section 32 of the Companies Act, 2013
100% Book Built Issue
(Please scan this QR Code to view the RHP)
ADVIT JEWELS LIMITED
Corporate Identity Number: U36910RJ2019PLC066804
Registered Office Corporate Office Contact Person Email and Telephone Website
Flat No. 301, Pearl Premier, Flat No 201 and Basement Pearl
Ms. Pratibha Soni
Plot No. 4, Jamna Lal Bajaj Premier, Plot No 4 Jamna Lal Bajaj Marg Email: cs@advitjewels.com
Company Secretary and Website: www.rambhajo.com
Marg, C-Scheme, Jaipur, C-Scheme, Ashok Nagar (Jaipur), Jaipur, Tel No: +91 – 9216035990
Compliance Officer
Rajasthan, India, 302001 Jaipur, Rajasthan, India, 302001
PROMOTERS OF OUR COMPANY
MR. NITIN GILARA, MR. PRATEEK GILARA, MR. VIPUL GILARA AND MR. KRISHNA VARDHAN GILARA
DETAILS OF THE ISSUE
FRESH ISSUE SIZE***
TYPE OFFER FOR SALE SIZE TOTAL ISSUE SIZE*** ELIGIBILITY AND SHARE RESERVATION
(IN LAKHS)
Up to 1,19,68,000 Up to 1,19,68,000 The Issue is being made pursuant to Regulation 6(1) of the SEBI ICDR Regulations
Equity Shares of face Equity Shares of face as amended. For further details, see “Other Regulatory and Statutory
Fresh Issue value of ₹ 10/- each NIL value of ₹ 10/- each Disclosures –Eligibility for the Issue” on page 371-372. For details in relation to
aggregating up to ₹ [●] aggregating up to ₹ [●] the share allocation and reservation among QIBs, RIBs and NIBs see “Issue
Lakhs Lakhs Structure” on page 391.
DETAILS OF OFFER FOR SALE
WEIGHTED AVERAGE COST OF ACQUISITION PER EQUITY
NAME OF SELLING SHAREHOLDER TYPE NUMBER OF SHARES OFFERED
SHARE
NOT APPLICABLE
RISK IN RELATION TO THE FIRST ISSUE
The Face value of the Equity Shares is ₹ 10/- each. The Floor Price, Cap Price and Issue Price determined by our Company in consultation with the Book Running Lead
Manager (“BRLM”), on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Issue Price”
on page 132, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an
active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of
losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision,
investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or
approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific
attention of investors is invited to the statement of “Risk Factors” on page 25 under the section “General Risks”.
COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our
Company and the Issue, which is material in the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material
aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission
of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges being BSE Limited (“BSE”) and National Stock Exchange
of India Limited (“NSE” together with BSE, the “Stock Exchanges”) in terms of the Chapter II of the SEBI (ICDR) Regulations, 2018 as amended from time to time. For the
purpose of this Issue, the Designated Stock Exchange will be the BSE Limited.
DETAILS OF THE BOOK RUNNING LEAD MANAGER TO THE ISSUE
Name and Logo Contact Person Email and Telephone
Email: ipo@holaniconsultants.co.in
Holani Consultants Private Limited Mrs. Payal Jain
Tel.: +91 0141 – 2203996
DETAILS OF THE REGISTRAR TO THE ISSUE
Name and Logo Contact Person Email and Telephone
Email: ipo@bigshareonline.com
Bigshare Services Private Limited Mr. Babu Rapheal
Tel.: +91 22-62638200
C
BID/ISSUE PERIOD
ANCHOR INVESTOR BID / ISSUE PERIOD: MONDAY, JUNE 22, 2026* BID/ ISSUE OPENS ON: TUESDAY, JUNE 23, 2026 BID/ISSUE CLOSES ON: THURSDAY, JUNE 25, 2026**
*Our Company, in consultation with the BRLM may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working
Day prior to the Bid/Issue Opening Date.
** Our Company in consultation with the BRLM, may consider closing the Bid/Issue Period for QIBs, one Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations.
**UPI mandate end time and date shall be at 5:00 p.m. on the Bid/Issue Closing Date.
***Our Company has undertaken a Pre-IPO Placement of 18,32,000 Equity Shares of face value of ₹ 10 each at a price of ₹ 125/- per equity share aggregating to ₹ 2,290 lakhs. The amount raised
from the Pre IPO placement will be utilized for the objects of the issue as disclosed in the offer document. The size of the Issue as disclosed in the Draft Red Herring Prospectus, aggregating up to
1,38,00,000 Equity Shares of face value of ₹ 10/- each has been reduced by 18,32,000 Equity Shares of face value of ₹ 10/- each pursuant to the Pre-IPO Placement, subject to compliance with Rule
19(2)(b) of the SCRR, and accordingly, the Issue is for an aggregate of up to 1,19,68,000 Equity Shares of face value of ₹ 10/- each. The Pre IPO Proceeds will be utilized in one of the objects of the Issue
i.e. General Corporate Purposes. Further, the Pre-IPO Placement has not exceeded 20% of the size of the Issue.RED HERRING PROSPECTUS
Dated: June 09, 2026
(This Red Herring Prospectus will be updated upon filing with the RoC)
Read with Section 32 of the Companies Act, 2013
100% Book Built Issue
ADVIT JEWELS LIMITED
Our Company was incorporated in Jaipur, Rajasthan as “Advit Jewels Private Limited” a private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation dated October 29, 2019
issued by Registrar of Companies, Central Registration Centre, Manesar. Thereafter, our Company was converted from a private limited company to a public limited company under the provisions of the Companies
Act, 2013, pursuant to a resolution passed in the extraordinary general meeting of our Shareholders held on April 16, 2025. Accordingly, upon conversion the name of our Company was changed to “Advit Jewels
Limited” by deletion of the word ‘Private’. A fresh certificate of incorporation consequent upon conversion of our Company from private limited company to public limited company dated April 30, 2025, was issued
by the Registrar of Companies, Central Processing Centre bearing Corporate Identification Number “U36910RJ2019PLC066804”. For details of incorporation, change of name and registered office of our company,
please refer to chapter titled “History and Certain Corporate Matters” beginning on page 233.
Registered Office: Flat No. 301, Pearl Premier, Plot No. 4, Jamna Lal Bajaj Marg, C-Scheme, Jaipur, Rajasthan, India, 302001
Corporate Office: Flat No 201 and Basement Pearl Premier, Plot No 4 Jamna Lal Bajaj Marg C-Scheme, Ashok Nagar (Jaipur), Jaipur, Jaipur, Rajasthan, India, 302001
Tel. No.: +91 – 9216035990, E-mail: cs@advitjewels.com Website: www.rambhajo.com
Contact Person: Ms. Pratibha Soni, Company Secretary and Compliance Officer
PROMOTERS OF OUR COMPANY
MR. NITIN GILARA, MR. PRATEEK GILARA, MR. VIPUL GILARA AND MR. KRISHNA VARDHAN GILARA
THE ISSUE
INITIAL PUBLIC OFFER OF UP TO 1,19,68,000 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH (“EQUITY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●]
PER EQUITY SHARE), AGGREGATING TO ₹ [●] LAKHS (“THE ISSUE”). THE ISSUE WILL CONSTITUTE [●] % OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.
OUR COMPANY HAS UNDERTAKEN A PRE-IPO PLACEMENT OF 18,32,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AT A PRICE OF ₹ 125/- PER EQUITY SHARE AGGREGATING TO ₹ 2,290 LAKHS. THE AMOUNT RAISED FROM
THE PRE IPO PLACEMENT WILL BE UTILIZED FOR THE OBJECTS OF THE ISSUE AS DISCLOSED IN THE OFFER DOCUMENT. THE SIZE OF THE ISSUE AS DISCLOSED IN THE DRAFT RED HERRING PROSPECTUS, AGGREGATING UP TO
1,38,00,000 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH HAS BEEN REDUCED BY 18,32,000 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH PURSUANT TO THE PRE-IPO PLACEMENT, SUBJECT TO COMPLIANCE WITH RULE
19(2)(B) OF THE SCRR, AND ACCORDINGLY, THE ISSUE IS FOR AN AGGREGATE OF UP TO 1,19,68,000 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH. THE PRE IPO PROCEEDS WILL BE UTILIZED IN ONE OF THE OBJECTS OF THE
ISSUE I.E. GENERAL CORPORATE PURPOSES. FURTHER, THE PRE-IPO PLACEMENT HAS NOT EXCEEDED 20% OF THE SIZE OF THE ISSUE. OUR COMPANY HAS APPROPRIATELY INTIMATED THE SUBSCRIBERS TO THE PRE-IPO
PLACEMENT THAT THERE IS NO GUARANTEE THAT OUR COMPANY MAY PROCEED WITH THE ISSUE, OR THE ISSUE MAY BE SUCCESSFUL AND WILL RESULT INTO LISTING OF EQUITY SHARES ON THE STOCK EXCHANGES, AND THE
INVESTMENT IS BEING MADE SOLELY AT THE RISK OF THE INVESTOR..
THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLM AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS, THE ENGLISH NATIONAL DAILY
NEWSPAPER, ALL EDITIONS OF JANSATTA, THE HINDI NATIONAL DAILY NEWSPAPER AND ALL EDITIONS OF BUSINESS REMEDIES, THE REGIONAL DAILY NEWSPAPER, (HINDI BEING THE LOCAL LANGUAGE OF JAIPUR, WHERE OUR
REGISTERED AND CORPORATE OFFICE IS SITUATED), EACH WITH WIDE CIRCULATION, AT LEAST 2 (TWO) WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND
NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE” TOGETHER WITH “BSE”, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH SEBI ICDR REGULATIONS.
In case of any revision in the Price Band, the Bid / Issue Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid / Issue Period not exceeding 10 working days. in cases
of force majeure, banking strike or similar circumstances, our Company in consultation with the BRLM, for reasons to be recorded in writing, extend the Bid / Issue Period for a minimum of three Working Days, subject to the Bid /
Issue Period not exceeding 10 working days. any revision in the Price Band and the revised Bid / Issue Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by
indicating the change on the respective websites of the BRLM and at the terminals of the Syndicate Members and by intimation to the Designated Intermediaries and the Sponsor Bank.
THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10/- EACH AND THE ISSUE PRICE OF ₹ [●] EACH IS [●] TIMES OF THE FACE VALUE OF THE EQUITY SHARES
The Issue is being made through the Book Building Process, in terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 31 of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (SEBI ICDR Regulations) and in compliance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Net Issue shall be
available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs and such portion, the “QIB Portion”), provided that our Company in consultation with the BRLM, may allocate up to 60% of the QIB Portion to
Anchor Investors on a discretionary basis (“Anchor Investor Portion”), out of which Up to 40% of the Anchor Investor Portion shall be reserved in the following manner (i) 33.33% of the Anchor Investor Portion shall be reserved for
domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion shall be reserved for Life Insurance Companies and Pension Funds, subject to valid Bids being received from domestic Mutual Funds, Life Insurance Companies
and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price (“Anchor Investor Allocation Price”), in accordance with the SEBI ICDR Regulations. In the event of under-subscription, or non-allocation in the Anchor
Investor Portion, the balance Equity Shares shall be added to the QIB Portion (excluding the Anchor Investor Portion) (“Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis
to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received from them at or above the
Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion
for proportionate allocation to QIBs. Further, not less than 15% of the Net Issue shall be available for allocation to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation to Retail Individual
Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Issue Price. The Equity Shares available for allocation to Non-Institutional Bidders under the Non-Institutional
Portion, shall be subject to the following: (i) one-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹ 2.00 Lakhs and up to ₹ 10.00 Lakhs, and (ii) two-third
of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹ 10.00 Lakhs, provided that the unsubscribed portion in either of the aforementioned sub-categories may
be allocated to applicants in the other sub-category of Non-Institutional Bidders. All potential Bidders (except Anchor Investors) are mandatorily required to utilise the Application Supported by Blocked Amount (“ASBA”) process by
providing details of their respective ASBA accounts and UPI ID in case of UPI Bidders using the UPI Mechanism, as applicable, pursuant to which their corresponding Bid Amount will be blocked by the Self Certified Syndicate Banks
(“SCSBs”) or by the Sponsor Banks under the UPI Mechanism, as the case may be, to the extent of the respective Bid Amounts. Anchor Investors are not permitted to participate in the Issue through the ASBA Process. For details,
see “Issue Procedure” beginning on page 396.
RISK IN RELATION TO FIRST ISSUE
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The Face value of the Equity Shares is ₹ 10/-. The Floor Price, Cap Price and Issue Price
determined by our Company in consultation with the Book Running Lead Manager (“BRLM”), on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for
Issue Price” beginning on page 132 should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity
Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read
the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity
Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific
attention of the investors is invited to “Risk Factors” beginning on page 25.
OUR COMPANY’S ABSOLUTE RESPONSIBILTY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the
Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and
that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares to be Allotted through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant
to their letters dated December 30, 2025 and December 30, 2025 respectively. For the purposes of the Issue, the Designated Stock Exchange shall be BSE Limited. A signed copy of the Red Herring Prospectus and the Prospectus shall
be filed with RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid/ Issue
Closing Date, see “Material Contracts and Documents for Inspection” beginning on page 452.
BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
HOLANI CONSULTANTS PRIVATE LIMITED BIGSHARE SERVICES PRIVATE LIMITED
401 – 405 & 416 – 418, 4th Floor, Soni Paris Point, Jai Singh Highway, Bani Park, Jaipur – 302016 Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Center, Mahakali Caves Road, Andheri (East),
Tel.: +91 0141 – 2203996 Mumbai – 400093
Website: www.holaniconsultants.co.in Tel: +91 22-6263 8200
Email: ipo@holaniconsultants.co.in Website: www.bigshareonline.com
Investor Grievance ID: complaints.redressal@holaniconsultants.co.in Email: ipo@bigshareonline.com
Contact Person: Mrs. Payal Jain Investor Grievance ID: investor@bigshareonline.com
SEBI Registration No.: INM000012467 Contact Person: Mr. Babu Rapheal C
SEBI Registration Number: INR000001385
ISSUE PROGRAMME
ANCHOR INVESTOR BID / ISSUE PERIOD: MONDAY, JUNE 22, 2026 * BID / ISSUE OPENS ON: TUESDAY, JUNE 23, 2026 BID / ISSUE CLOSES ON: THURSDAY, JUNE 25, 2026 **
*Our Company, in consultation with the BRLM may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Issue Opening Date.
** UPI mandate end time and date shall be at 5:00 p.m. on the Bid/Issue Closing Date.TABLE OF CONTENTS
SECTION I – GENERAL…………………………………………………………………………………………………………………………….2
DEFINITIONS AND ABBREVIATIONS…………………………………………..…………………………………………………………………………..2
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF
PRESENTATION…………………………………………………………………………………………………………………………..……………………….20
FORWARD LOOKING STATEMENTS…………………………………………………………………………………………………….……………….23
SECTION II - RISK FACTORS………………………………………………………………………………………………………………………………25
SECTION III – INTRODUCTION………………………………………………………………………………………………………………………….80
THE ISSUE…………………………………………..……………………………………………………………………………………………………………….80
SUMMARY OF RESTATED FINANCIAL INFORMATION………………………………………..…………………………………………………82
SUMMARY OF CONTINGENT LIABILITIES……………………………………………………………………………… . ………………..85
SUMMARY OF RELATED PARTY TRANSACTIONS……………………………………………………………………………………………………86
GENERAL INFORMATION…………………………………………………………………………………………..……………… …… …… …… …. ………………..88
CAPITAL STRUCTURE……………………………………………………………………………………………………………………………………………98
SECTION IV - PARTICULARS OF THE ISSUE……………………………………………………………………………………………………..111
OBJECTS OF THE ISSUE……………………………………………………………………………………………………………………………..……….111
BASIS FOR ISSUE PRICE………………………………………………………………………………………………………………………………………132
STATEMENT OF SPECIAL TAX BENEFITS……………………………………………………………………………………………………………..143
SECTION V - ABOUT OUR COMPANY…………………………………………………………………….…. ……………………………146
INDUSTRY OVERVIEW… .. 146
OUR BUSINESS… . 200
KEY INDUSTRY REGULAT… IO… N… S… A… N… D … PO… L… IC… IE… S…… …… …… …… …… …… …… …… …… …… ……… …… …… …… …… …… …… …… …… …… …… …… ……… …… …… …… ……… …… .….…… …… …….…… …… …… ..221
HISTORY AND
CE… RT… A… IN… C… O… R… PO… R… A… TE… M… A… T… TE… R… S…… …… …… …… …… …… …… …… …… ……… …… …… …… …… …… …… …… …… …… …… …… ……… …… …… …... ….… …… ….… …….…… …… …… …..… …. ..233
OUR MANAGEMENT……………………………………………………………………………………………………………………….…….………….237
OUR PROMOTERS AND PROMOTER GROUP……………………………………………………..……………………………….……….……..257
DIVIDEND POLICY………………………………………………………………………………………………………………………..….………………..264
SECTION VI – FINANCIAL INFORMATION…………………………………………………………………………………….………….……..265
RESTATED FINANCIAL INFORMATION………………………………………………………………………………………..………….……….….265
OTHER FINANCIAL INFORMATION……………………………………………………………………………………………………..……….…….324
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS…….…..326
CAPITALISATION STATEMENT……………………………………………………………………………………………………………..……….……352
FINANCIAL INDEBTEDNESS…………………………………………………………………………………………………………………..….………..353
SECTION VII - LEGAL AND OTHER INFORMATION……………….……………………………………………………………….…………358
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS……………………………………………………….…….….……….358
GOVERNMENT AND OTHER APPROVALS………………………………………………………………………………………….……...………..365
OUR GROUP COMPANIES…………………………………………………………………………………………………………………….…..……….368
OTHER REGULATORY AND STATUTORY DISCLOSURES……………………………………………………………………………………….370
SECTION VIII - ISSUE INFORMATION…………………………………………………………………………………….………………………385
TERMS OF THE ISSUE…………………………………………..………………………………………………………………………………….…………385
ISSUE STRUCTURE……………………………………………………………………………………………………………………………..……….……..391
ISSUE PROCEDURE………………………………………………………………………………………………………………………………..….……….396
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES……………………………………………………………..………418
SECTION IX - DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION……….………….421
SECTION X – OTHER INFORMATION…………………………………………………………………………………………………….………..452
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION…………………………………………………………….………. ……..452
DECLARATION.……………..........................................................................................................................................456SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context
otherwise indicates or implies, shall have the meaning as provided below. References to any legislation,
act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines
or policies as amended, supplemented or re-enacted from time to time, and any reference to a statutory
provision shall include any subordinate legislation made from time to time under that provision.
The words and expressions used in this Red Herring Prospectus but not defined herein shall have, to the
extent applicable, the same meaning ascribed to such terms under the SEBI ICDR Regulations, the
Companies Act, the SCRA, the Depositories Act and the rules and regulations made thereunder.
Notwithstanding the foregoing, the terms used in chapters titled “Industry Overview”, “Key Regulations
and Policies”, “Statement of Special Tax Benefits”, “Restated Financial Information”, “Basis for Issue
Price”, “History and Certain Corporate Matters”, “Financial Indebtedness”, “Other Regulatory and
Statutory Disclosures”, “Outstanding Litigations and Material Developments” and “Description of
Equity Shares and Terms of the Articles of Association” beginning on pages 146, 221, 143, 265, 132,
233, 353, 370, 358 and 421 respectively, shall have the meaning ascribed to them in the relevant section.
General Terms
Term Description
Advit Jewels Limited, a company incorporated under the Companies Act, 2013
“Our Company”, “the
and having its Registered Office situated at Flat No. 301, Pearl Premier, Plot No. 4,
Company” “AJL” or “the Issuer”
J amna Lal Bajaj Marg, C-Scheme, Jaipur, Rajasthan, India, 302001.
“We” or “us” or “our” Unless the context otherwise indicates or implies, refers to our Company.
Company Related Terms
Term Description
“Articles” or “Articles of
Articles of Association of our Company, as amended from time to time.
Association” or “AoA”
The Audit committee of our Board was constituted in accordance with SEBI Listing
“Audit Committee” Regulations and Companies Act. For details see Chapter titled “Our Management-
Committees of the Board – Audit Committee” on page 246-248.
“Auditor” or “Statutory The statutory auditor of our Company, being M/s Keyur Shah and Associates,
Auditor” Chartered Accountants.
Such banks which are disclosed as Bankers to the Company in the chapter titled
“Bankers to the Company”
“General Information – Bankers to the Company” on page 92.
“Board” or “Board of The board of directors of our Company, as constituted from time to time,
Directors” including any duly constituted committees thereof.
Chairman of Board of Directors of our Company being Mr. Nitin Gilara. For details
“Chairman” or “Chairperson” see chapter titled “Our Management – Board of Directors” beginning on page
237.
Chief Financial Officer of our Company being Mr. Deepesh Sharma. For details see
“Chief Financial Officer” or
chapter titled “Our Management – Key Managerial Personnel and Senior
“CFO”
Management” on page 253.
“Corporate Identification Corporate Identification Number of our Company being
Number” or “CIN” U36910RJ2019PLC066804, unless otherwise specified.
Flat No 201 and Basement Pearl Premier, Plot No 4 Jamna Lal Bajaj Marg C-
“Corporate Office”
Scheme, Ashok Nagar, Jaipur, Rajasthan, India, 302001
Company secretary and compliance officer of our Company, Ms. Pratibha Soni.
“Company Secretary and
For details see chapter “Our Management - Key Managerial Personnel and
Compliance Officer”
Senior Management” on page 253.
“Corporate Social
The Corporate Social Responsibility Committee of our Board was constituted in
Responsibility Committee” or
accordance with the Companies Act. For details see Chapter titled “Our
“CSR Committee”
Page 2 of 465Term Description
Management - Committees of the Board – Corporate Social Responsibility
Committee” on page 251.
“Director(s)” Directors on our Board, as appointed from time to time.
Calculated as Net profit/ (loss) after tax, as restated attributable to equity
“Earnings per Share (Basic)” shareholders divided by weighted average number of Equity Shares outstanding
during the year.
Calculated from Net profit/ (loss) after tax, as restated attributable to equity
“Earnings per Share (Diluted)” shareholders divided by weighted average number of diluted Equity Shares
outstanding during the year.
“Equity Shares” Equity shares of our Company of face value of ₹ 10/- each.
“Equity Shareholders” or
Persons/ Entities holding Equity Shares of our Company.
“Shareholders”
Executive directors of our Company. For details see Chapter titled “Our
“Executive Director”
Management - Board of Directors” beginning on page 237.
The group companies of our Company (other than subsidiaries) in accordance
“Group Company” or “Group
with the SEBI ICDR Regulations. For details, see the chapter titled “Our Group
Companies”
Companies” beginning on page 368.
Non-Executive, Independent directors of our Board appointed as per Companies
“Independent Directors”
Act, 2013 and SEBI Listing Regulations. For details, see chapter titled “Our
Management - Board of Directors” beginning on page 237.
International Securities Identification Number. The ISIN for equity shares in this
“ISIN”
case being INE1SJO01012.
Key management personnel of our Company in terms of SEBI ICDR Regulations
“Key Management Personnel”
and Companies Act, 2013, and as described in the chapter titled “Our
or “Key Managerial Personnel”
Management - Key Managerial Personnel and Senior Management” on page
or “KMP”
253.
“Key Performance Indicators” Key financial and operational performance indicators of our Company, as included
or “KPIs” in “Basis for Issue Price” beginning on page 132.
The policy adopted by our Board on September 12, 2025 for the identification of,
(a) material outstanding litigation proceedings in each case involving our
Company, our Promoters or our directors; (b) material group companies; and (c)
“Materiality Policy”
for the identification of material creditors, pursuant to the disclosure
requirements under the SEBI (ICDR) Regulations, 2018 in this Red Herring
Prospectus.
“MoA” or “Memorandum of
Association” or Memorandum of Association of our Company, as amended.
“Memorandum”
The Managing Director of our Company being, Mr. Nitin Gilara. For details see
“Managing Director”
chapter titled “Our Management – Board of Directors” on page 237.
Nomination and remuneration committee of our Board constituted in accordance
“Nomination and
with SEBI Listing Regulations and Companies Act. For details see Chapter titled
Remuneration Committee” or
“Our Management - Committees of the Board – Nomination and Remuneration
“NRC”
Committee” on page 248-249.
Non-Executive, Non-Independent directors of our Board. For details see chapter
“Non-Executive Directors”
titled “Our Management – Board of Directors” beginning on page 237.
The Promoters of our company, being Mr. Nitin Gilara, Mr. Prateek Gilara, Mr.
“Promoter” or “Promoters” or
Vipul Gilara and Mr. Krishna Vardhan Gilara. For details, see “Our Promoters and
“Our Promoters”
Promoter Group” beginning on page 257.
Such Persons and entities which constitute the promoter group of our Company
pursuant to Regulation 2(1) (pp) of the SEBI ICDR Regulations. For further details,
“Promoter Group”
see the chapter titled “Our Promoters and Promoter Group” beginning on page
257.
Restated Financial Information of our Company included in this Red Herring
Prospectus comprising the Restated Financial Information of Assets and Liabilities
“Restated Financial
of our Company and the Restated Information of Profit and Loss (including other
Information” or “Restated
comprehensive income), the Restated Information of Changes in Equity, the
Financial Statement”
Restated Information of Cash Flow for period ended on December 31, 2025 and
for the Fiscal Years ended on March 31, 2025, 2024 and 2023 along with the
Page 3 of 465Term Description
summary statement of significant accounting policies and other explanatory
information (collectively, the Restated Financial Information) prepared in
accordance with the Companies Act, Ind AS and Guidance Note on Reports in
Company Prospectus (Revised 2019) issued by ICAI, and restated in accordance
with SEBI ICDR Regulations, included in the chapter titled “Restated Financial
Information” beginning on page 265.
The registered office of our Company located at Flat No. 301, Pearl Premier, Plot
“Registered Office”
No. 4, Jamna Lal Bajaj Marg, C-Scheme, Jaipur, Rajasthan, India, 302001.
“Registrar of Companies” or Registrar of Companies, Jaipur, registered office at Corporate Bhawan, G/6-7,
“RoC” Second Floor, Residency Area, Civil Lines, Jaipur-302001.
Senior Management of our company in terms of Regulation 2 (1) (bbbb) of the
“Senior Management” SEBI ICDR Regulation, 2018, as identified in the Chapter titled “Our Management
Key Managerial Personnel and Senior Management” on page 253.
Stakeholders Relationship Committee of our Board constituted in accordance with
“Stakeholders’ Relationship SEBI Listing Regulations and Companies Act. For details see Chapter titled “Our
Committee” Management - Committees of the Board – Stakeholders Relationship
Committee” on page 249-251.
Whole-time director(s) of our Company. For details see Chapter titled “Our
“Whole-Time Director(s)”
Management – Board of Directors” beginning on page 237.
“You” or “Your” or “Yours” Prospective investors in the Issue.
Issue Related Term
Term Description
The abridged prospectus means a memorandum containing such silent features
“Abridged Prospectus”
of prospectus as may be specified by the SEBI in this behalf.
The slip or document issued by a Designated Intermediary(ies) to a Bidder as
“Acknowledgement Slip”
proof of registration of the Bid cum Application Form.
“Allocation” or “Allocation of The Allocation of Equity Shares of our Company pursuant to Issue of Equity
Equity Shares” Shares to the successful Bidders.
“Allot” or “Allotment” or Unless the context otherwise requires, allotment of Equity Shares pursuant to
“Allotted” fresh Issue.
Note or advice or intimation of Allotment, sent to the successful Bidders who
“Allotment Advice” have been or are to be Allotted the Equity Shares after approval of Basis of
Allotment by Designated Stock Exchange.
The account(s) opened with the Banker(s) to the Issue, into which the
application money lying credit to the Escrow Account(s) and amounts blocked
“Allotment Account(s)” by Application Supported by Blocked Amount in the ASBA Account, with respect
to successful Applicants will be transferred on the Transfer Date in accordance
with Section 40(3) of the Companies Act, 2013.
“Allottee(s)” A successful Bidder to whom the Equity Shares are Allotted.
Qualified Institutional Buyers, applying under the Anchor Investor Portion in
“Anchor Investor(s)” accordance with the requirements specified in the SEBI ICDR Regulations and
the Red Herring Prospectus who has Bid for an amount of at least ₹ 1000 Lakhs.
Price at which Equity Shares will be allocated to Anchor Investors in terms of
“Anchor Investor Allocation
the Red Herring Prospectus and the Prospectus, which will be decided by our
Price”
Company in consultation with the BRLM.
Bid cum Application form used by an Anchor Investor to make a Bid in the
“Anchor Investor Application
Anchor Investor Portion, and which will be considered as an application for
Form”
Allotment in terms of the Red Herring Prospectus and the Prospectus.
The date, one Working Day prior to the Bid/Issue Opening Date, on which Bids
“Anchor Investor Bid/ Issue
by Anchor Investors shall be submitted, prior to and after which BRLM will not
Period” or “Anchor Investor
accept any bid from Anchor Investors and allocation to Anchor Investors shall
Bidding Date”
be completed.
Final price at which the Equity Shares will be Allotted to Anchor Investors in
terms of the Red Herring Prospectus and the Prospectus, which price will be
“Anchor Investor Issue Price”
equal to or higher than the Issue Price but not higher than the Cap Price.
The Anchor Investor Issue Price as decided by our Company in consultation with
Page 4 of 465Term Description
the BRLM.
Up to 60% of the QIB Portion which may be allocated by our Company in
consultation with the BRLM, to Anchor Investors and the basis of such allocation
will be on a discretionary basis by our Company, in consultation with the BRLM,
in accordance with the SEBI ICDR Regulations.
Up to 40% of the Anchor Investor Portion shall be reserved in the following
manner (i) 33.33% of the Anchor Investor Portion shall be reserved for domestic
“Anchor Investor Portion”
Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion shall be reserved
for Life Insurance Companies and Pension Funds, subject to valid Bids being
received from domestic Mutual Funds, Life Insurance Companies and Pension
Funds, as applicable, at or above the Anchor Investor Allocation Price. Any
under-subscription in the Life Insurance Companies and Pension Funds category
specified may be allocated to domestic Mutual Funds, in accordance with the
SEBI ICDR Regulations.
With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date,
“Anchor Investor Pay-in Date” and in the event the Anchor Investor Allocation Price is lower than the Issue
Price, not later than two Working Days after the Bid/Issue Closing Date.
An Application, whether physical or electronic, used by ASBA Bidders to make a
Bid and authorizing an SCSB to block the Bid Amount in the ASBA Account and
“Application Supported by
will include applications made by UPI Bidders using the UPI Mechanism where
Blocked Amount” or “ASBA
the Bid Amount will be blocked upon acceptance of UPI Mandate Request by
the UPI Bidders.
Bank account maintained with an SCSB by an ASBA Bidder, as specified in the
ASBA Form submitted by ASBA Bidders for blocking the Bid Amount mentioned
“ASBA Account” in the relevant ASBA Form and includes the account of the UPI Bidders which is
blocked upon acceptance of a UPI Mandate Request made by the UPI Bidders
using the UPI Mechanism.
“ASBA Bid” A Bid made by an ASBA Bidder.
“ASBA Bidders” All Bidders except Anchor Investors.
Application form, whether physical or electronic, used by ASBA Bidders to
“ASBA Form” submit Bids, which will be considered as the application for Allotment in terms
of the Red Herring Prospectus and the Prospectus.
“Banker(s) to the Issue” or
Collectively, Escrow Collection Bank, Refund Bank, Public Issue Account Bank
“Refund Banker to the Issue” or
and Sponsor Bank, as the case may be
“Public Issue Bank”
Basis on which Equity Shares will be Allotted to successful Bidders under the
“Basis of Allotment”
Offer, as described in “Issue Procedure” beginning on page 396.
Indication to make an issue during the Bid/Issue Period by an ASBA Bidder
pursuant to submission of the ASBA Form, or during the Anchor Investor Bidding
date by an Anchor Investor, pursuant to submission of the Anchor Investor
Application Form, to subscribe to or purchase the Equity Shares at a price within
“Bid”
the Price Band, including all revisions and modifications thereto as permitted
under the SEBI ICDR Regulations and in terms of the Red Herring Prospectus and
the Bid cum Application Form. The term “Bidding” shall be construed
accordingly.
The highest value of Bids as indicated in the Bid cum Application Form and
“Bid Amount” payable by the Bidder or as blocked in the ASBA Account of the ASBA Bidder, as
the case may be, upon submission of the Bid.
Anchor Investor Application Form and/or the ASBA Form, as the context
“Bid cum Application Form”
requires.
[●] Equity Shares of face value of ₹ 10 each and in multiples of [●] Equity Shares
“Bid Lot”
of face value of ₹ 10 each thereafter.
“Bidding” The process of making the Bid.
Except in relation to any Bids received from the Anchor Investors, the date after
which the Designated Intermediaries will not accept any Bids, being [●], which
“Bid/Issue Closing Date”
shall be published in all editions of Financial Express, an English national daily
newspaper, all editions of Jansatta, a Hindi national daily newspaper and all
Page 5 of 465Term Description
editions of Business Remedies, a regional daily newspaper, (Hindi being the
regional language of Jaipur, Rajasthan, where our Registered and Corporate
Office is situated), each with wide circulation.
In case of any revision, the extended Bid/Issue Closing Date will be widely
disseminated by notification to the Stock Exchanges, by issuing a public notice,
and also by indicating the change on the websites of the BRLM and at the
terminals of the other members of the Syndicate and by intimation to the
Designated Intermediaries and the Sponsor Bank, which shall also be notified in
an advertisement in the same newspapers in which the Bid/Issue Opening Date
was published, as required under the SEBI ICDR Regulations.
Our Company, in consultation with the BRLM, may consider closing the
Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date
in accordance with the SEBI ICDR Regulations.
Except in relation to any Bids received from the Anchor Investors, the date on
which the Designated Intermediaries shall start accepting Bids, being [●], which
shall be published in all editions of Financial Express, an English national daily
“Bid/Issue Opening Date” newspaper, all editions of Jansatta, a Hindi national daily newspaper and all
editions of Business Remedies, a regional daily newspaper, (Hindi being the
regional language of Jaipur, Rajasthan where our Registered and Corporate
Office is situated), each with wide circulation.
Except in relation to Bid received from Anchor Investors, the period between
the Bid/Issue Opening Date and the Bid/Issue Closing Date, inclusive of both
days, during which prospective ASBA Bidders can submit their Bids, including
any revisions thereof, in accordance with the SEBI ICDR Regulations and the
“Bid/Issue Period”
terms of the Red Herring Prospectus.
Provided however, that the Bidding shall be kept open for a minimum of three
Working Days for all categories of Bidders, other than Anchor Investors.
Any prospective investor who makes a Bid pursuant to the terms of the Red
“Bidder” or “Applicant” Herring Prospectus and the Bid cum Application Form and unless otherwise
stated or implied, which includes an ASBA Bidder and an Anchor Investor.
Centres at which the Designated Intermediaries shall accept the ASBA Forms,
“Bidding Centres” or “Collection i.e., Designated Branches for SCSBs, Specified Locations for the Syndicate,
Centres” Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and
Designated CDP Locations for CDPs.
“Book Building Process” or “Book The Book building process as described in Part A of Schedule XIII of the SEBI
Building Method” ICDR Regulations, in terms of which the Issue is being made.
“Book Running Lead Managers” Book Running Lead Managers to the Issue in this case being Holani Consultants
or “BRLM” Private Limited.
Centres notified by the Stock Exchanges where ASBA Bidders can submit the
ASBA Forms to a Registered Broker, provided that retail individual bidders may
only submit ASBA Forms at such broker Centres if they bidding using the UPI
Mechanism.
“Broker Centres”
The details of such Broker Centres, along with the names and contact details of
the Registered Brokers are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com).
Notice or intimation of allocation of the Equity Shares sent to Anchor Investors,
“CAN” or “Confirmation of
who have been allocated the Equity Shares, on or after the Anchor Investor
Allocation Note”
Bid/Issue Period.
The higher end of the Price Band, subject to any revisions thereto, above which
the Issue Price and the Anchor Investor Issue Price will not be finalised and
“Cap Price”
above which no Bids will be accepted. The Cap Price shall be at least 105% of
the Floor Price and less than or equal to 120% of the Floor Price
“Cash Escrow and Sponsor Bank The Cash Escrow and Sponsor Bank Agreement dated May 15, 2026 entered
Agreement” into amongst our Company, the BRLM, the Bankers to the Issue, the Syndicate
Page 6 of 465Term Description
Member(s) and Registrar to the Issue for, inter alia, collection of the Bid
Amounts from Anchor Investors, transfer of funds to the Public Issue Account
and where applicable, refund of the amounts collected from the Anchor
Investors, on the terms and conditions thereof, in accordance with the UPI
Circulars
“Client ID” Client identification number of the Bidders beneficiary account.
A depository participant as defined under the Depositories Act, 1996 registered
with SEBI and who is eligible to procure Bids at the Designated CDP Locations in
“Collecting Depository terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
Participant” or “CDP” issued by SEBI as per the list available on the respective websites of the Stock
Exchanges, (www.bseindia.com & www.nseindia.com), as updated from time to
time.
The Issue Price, finalised by our Company in consultation with the BRLM or
through the book building process as the case may be, which shall be any price
within the Price Band.
“Cut-off Price”
Only IBs Bidding in the Individual Investor Portion are entitled to Bid at the Cut-
off Price. QIBs (including the Anchor Investors) and Non-Institutional Bidders
are not entitled to Bid at the Cut- off Price.
Such branches of the SCSBs which shall collect the ASBA Forms, a list of which
“Designated Branches of the is available on the website of SEBI at
SCSBs” or “Designated SCSB https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
Branches” and updated from time to time, or at such other website as may be prescribed
by SEBI from time to time.
Details of the Bidders including the Bidder’s address, name of the Bidder’s
“Demographic Details” father/husband, investor status, occupation, bank account details, PAN and UPI
ID, wherever applicable.
Such locations of the Collecting Depository Participants (CDPs) where ASBA
Bidders can submit the ASBA Forms, provided that Retail Individual Bidders may
only submit ASBA Forms at such locations if they are Bidding using the UPI
Mechanism.
“Designated CDP Locations”
The details of such Designated CDP Locations, along with names and contact
details of the Collecting Depository Participants are available on the respective
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com),
a s updated from time to time.
The date on which the Escrow Collection Bank(s) transfer funds from the Escrow
Account to the Public Issue Account or the Refund Account, as the case may be,
and/or the instructions are issued to the SCSBs (in case of UPI Bidders using the
UPI Mechanism, instruction issued through the Sponsor Bank) for the transfer
“Designated Date” of amounts blocked by the SCSBs in the ASBA Accounts to the Public Issue
Account or are unblocked, as the case may be, in terms of the Red Herring
Prospectus and the Prospectus after finalisation of the basis of allotment in
consultation with Designated Stock Exchange, following which Equity Shares
will be allotted in the Issue.
In relation to ASBA Forms submitted by Retail Individual Bidders (RIBs) (not
using the UPI mechanism) authorizing an SCSB to block the Bid Amount in the
ASBA Account, Designated Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by RIBs (bidding using UPI Mechanism)
where the Bid Amount will be blocked upon acceptance of UPI Mandate
“Designated Intermediary(ies)”
Request by such RIB using the UPI Mechanism, Designated Intermediaries shall
mean Syndicate, sub-syndicate / agents, Registered Brokers, CDPs and RTAs.
In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders,
Designated Intermediaries shall mean Syndicate, sub-syndicate / agents, SCSBs,
Registered Brokers, the CDPs and RTAs.
Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs,
“Designated RTA Locations” provided that RIBs may only submit ASBA Forms at such locations if they are
Bidding using the UPI Mechanism.
Page 7 of 465Term Description
The details of such Designated RTA Locations, along with names and contact
details of the RTAs are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com respectively) as
updated from time to time.
“Designated Stock Exchange” BSE Limited
The Draft Red Herring Prospectus dated September 30, 2025, filed with the SEBI
and Stock Exchanges and issued in accordance with the SEBI ICDR Regulations,
“Draft Red Herring Prospectus” or
which does not contain complete particulars of the price at which our Equity
“DRHP”
Shares will be allotted and the size of the Issue, including any addenda or
corrigenda thereto.
“D&B” Dun and Bradstreet Information Services India Private Limited.
The report titled “Report on Gems & Jewellery Sector in India” dated May 14,
2026, prepared by D&B, appointed by our Company pursuant to an engagement
letter dated September 24, 2025, commissioned for by our Company. The D&B
“D&B Report” Report is available on the website of our Company at
https://rambhajo.com/investor-relations/#ipo and has also been included
in “Material Contracts and Documents for Inspection – Material Documents in
relation to the Issue” on page 452.
FPIs that are eligible to participate in this Issue in terms of applicable laws, other
“Eligible FPI(s)”
than individual, corporate bodies and family offices.
NRI(s) from jurisdictions outside India where it is not unlawful to make an Issue
or invitation under the Issue and in relation to whom Bid cum Application Form
“Eligible NRI(s)”
and the Red Herring Prospectus will constitute an invitation to subscribe to or
to purchase the Equity Shares.
The ‘no-lien’ and ‘non-interest bearing’ account(s) to be opened with the
Escrow Collection Bank(s) and in whose favour the Anchor Investors will transfer
“Escrow Account(s)”
money through direct credit/ NEFT/ RTGS/NACH in respect of Bid Amounts
when submitting a Bid.
Bank(s) which are clearing members and registered with SEBI as banker(s) to an
Issue under the Securities and Exchange Board of India (Bankers to an Issue)
“Escrow Collection Bank(s)”
Regulations, 1994 and with whom the Escrow Account will be opened, in this
case being HDFC Bank Limited.
Bidder whose name shall be mentioned in the Bid cum Application Form or the
“First Bidder” or “Sole Bidder” Revision Form and in case of joint Bids, whose name shall also appear as the
first holder of the beneficiary account held in joint names.
The lower end of the Price Band, subject to any revision(s) thereto, not being
less than the face value of Equity Shares of face value of ₹ 10 each, at or above
“Floor Price”
which the Issue Price and the Anchor Investor Issue Price will be finalised and
below which no Bids will be accepted.
A company or person, as the case may be, categorized as a fraudulent borrower
by any bank or financial institution or consortium thereof, in terms of the
“Fraudulent Borrower”
Master Directions on “Frauds – Classification and Reporting by commercial
banks and select FIs” dated July 1, 2016.
A fugitive economic offender as defined under the Fugitive Economic Offenders
“Fugitive Economic Offender”
Act, 2018.
The General Information Document for investing in public issues prepared and
issued in accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37)
dated March 17, 2020 issued by SEBI, suitably modified and updated pursuant
“General Information Document”
to, among others, the circular no. (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated
or “GID”
March 30, 2020 issued by SEBI and the UPI circulars as amended from time to
time. The General Information Document shall be available on the websites of
the Stock Exchanges, and BRLM.
“Gross Proceeds” Gross Proceeds of the Fresh Issue that will be available to our Company
“HCPL” Holani Consultants Private Limited.
The Fresh issue of up to 1,19,68,000 Equity Shares of face value of ₹ 10/- each
“Issue” or “Issue Size” or “Initial
for cash at a price of ₹ [●]/- each (including premium of ₹ [●]/- per Equity Share)
Public Offer” or “IPO”
aggregating to ₹ [●] Lakhs by our Company.
Page 8 of 465Term Description
Our Company has undertaken a Pre-IPO Placement of 18,32,000 Equity Shares
of face value of ₹ 10 each at a price of ₹ 125/- per equity share aggregating to ₹
2,290 lakhs. The amount raised from the Pre IPO placement will be utilized for
the objects of the issue as disclosed in the offer document. The size of the Issue
as disclosed in the Draft Red Herring Prospectus, aggregating up to 1,38,00,000
Equity Shares of face value of ₹ 10/- each has been reduced by 18,32,000 Equity
Shares of face value of ₹ 10/- each pursuant to the Pre-IPO Placement, subject
to compliance with Rule 19(2)(b) of the SCRR, and accordingly, the Issue is for
an aggregate of up to 1,19,68,000 Equity Shares of face value of ₹ 10/- each.
The Pre IPO Proceeds will be utilized in one of the objects of the Issue i.e.
General Corporate Purposes. Further, the Pre-IPO Placement has not exceeded
20% of the size of the Issue.
Our Company has appropriately intimated the subscribers to the Pre-IPO
Placement that there is no guarantee that our Company may proceed with the
Issue, or the Issue may be successful and will result into listing of Equity Shares
on the Stock Exchanges, and the investment is being made solely at the risk of
the investor.
Agreement dated September 23, 2025 executed between our Company, and
“Issue Agreement” the BRLM, pursuant to which certain arrangements have been agreed to in
relation to the Issue.
The final price (within the price band) at which Equity Shares will be Allotted to
successful ASBA Bidders (except for the Anchor Investors) as determined by the
in consultation with the BRLM or through the book building process, as the case
may be, in terms of the Red Herring Prospectus on the pricing date.
“Issue Price”
Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Issue
Price, which will be decided by our Company in consultation with the BRLM in
terms of the Red Herring Prospectus.
The proceeds of the Issue which shall be available to our Company. For further
“Issue Proceeds” or “Gross
information about use of the Issue Proceeds, see the chapter titled “Objects of
Proceeds”
the Issue” beginning on page 111.
Aggregate of 20% of the fully diluted post-Issue equity share capital of our
“Minimum Promoters’ Company that are eligible to form part of the minimum promoters’
Contribution” contribution, as required under the Regulations 14 and 16(1) of the SEBI ICDR
Regulations.
The mobile applications which may be used by IBs to submit Bids using the UPI
“Mobile App” Mechanism as provided under ‘Annexure A’ for the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019.
“Monitoring Agency” CRISIL Ratings Limited being a credit rating agency registered with SEBI.
Agreement dated May 04, 2026 entered into between our Company and the
“Monitoring Agency Agreement”
Monitoring Agency prior to filing of the Red Herring Prospectus.
A Mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations,
“Mutual Fund(s)”
1996, as amended from time to time.
Up to 5% of the Net QIB Portion, or 1,19,600 Equity Shares which shall be
“Mutual Fund Portion” available for allocation to Mutual Funds only, on a proportionate basis, subject
to valid Bids being received at or above the Issue Price.
Gross Proceeds of the Fresh Issue less Issue expenses. For further details
“Net Proceeds” regarding the use of the Net Proceeds and the Issue expenses, see chapter
“Objects of the Issue” beginning on page 111.
The QIB Portion less the number of Equity Shares of face value of ₹ 10 each
“Net QIB Portion”
allocated to the Anchor Investors.
“Non-Institutional Bidders” or All Bidders that are not QIBs or RIBs and who have Bid for Equity Shares of face
“Non-Institutional Investors” or value of ₹ 10 each for an amount of more than ₹ 2 Lakh (but not including NRIs
“NIIs” other than Eligible NRIs).
The portion of the Net Issue, being not less than 15% of the Net Issue or not less
“Non-Institutional Portion”
than 17,96,700 Equity Shares of face value of ₹ 10 each, which are available for
Page 9 of 465Term Description
allocation on a proportionate basis to Non-Institutional Bidders, subject to valid
Bids being received at or above the Issue Price of which one third shall be
available for allocation to bidders with an application size of more than ₹ 2 lakhs
and up to ₹ 10 lakhs and two third shall be available for allocation to bidders
with an application size of more than ₹ 10 lakhs in accordance with the SEBI
ICDR Regulations, subject to valid bids received at or above the Issue Price.
A person resident outside India, as defined under FEMA and includes FPIs, VCFs,
“Non-Resident”
FVCIs and NRI.
Investors other than Individual Investors. These include Bidders other than
“Other Investors” Individual Investors and other investors including corporate bodies or
institutions irrespective of the number of specified securities applied for.
Any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, company, partnership, limited
“Person” or “Persons” liability company, joint venture, or trust or any other entity or organization
validly constituted and/or incorporated in the jurisdiction in which it exists and
operates, as the context requires.
Our Company has undertaken a Pre-IPO Placement of 18,32,000 Equity Shares
of face value of ₹ 10 each at a price of ₹ 125/- per equity share aggregating to ₹
2,290 lakhs. The amount raised from the Pre IPO placement will be utilized for
the objects of the issue as disclosed in the offer document. The size of the Issue
as disclosed in the Draft Red Herring Prospectus, aggregating up to 1,38,00,000
Equity Shares of face value of ₹ 10/- each has been reduced by 18,32,000 Equity
Shares of face value of ₹ 10/- each pursuant to the Pre-IPO Placement, subject
to compliance with Rule 19(2)(b) of the SCRR, and accordingly, the Issue is for
an aggregate of up to 1,19,68,000 Equity Shares of face value of ₹ 10/- each.
“Pre – IPO Placement”
The Pre-IPO Proceeds will be utilized in one of the objects of the Issue i.e.
General Corporate Purposes. Further, the Pre-IPO Placement has not exceeded
20% of the size of the Issue.
Our Company has appropriately intimated the subscribers to the Pre-IPO
Placement that there is no guarantee that our Company may proceed with the
Issue, or the Issue may be successful and will result into listing of Equity Shares
on the Stock Exchanges, and the investment is being made solely at the risk of
the investor.
The price band of a minimum price of ₹ [●] per Equity Share (i.e. the Floor Price)
and the maximum price of ₹ [●] per Equity Share (i.e. the Cap Price) including
any revisions thereof.
The price band and the minimum bid lot size for the Issue will be decided by our
company in consultation with the BRLM and will be advertised, at least two
“Price Band” working days prior to the Bid/Issue opening date, which shall be published in all
editions of Financial Express, the English national daily newspaper, all editions
of Jansatta, the Hindi national daily newspaper and all editions of Business
Remedies, the Regional daily newspaper, (Hindi being the regional language of
Jaipur, Rajasthan, where our Registered and Corporate Office is situated), each
with wide circulation and shall be made available to the stock exchanges for the
purpose of uploading on their respective websites.
Date on which our Company in consultation with the BRLM or through the book
“Pricing Date”
building process, as the case may be.
Aggregate of 20% of the fully diluted Post-Issue Equity Share capital of our
Company that is eligible to form part of the minimum promoter’s contribution,
“Promoters Contribution” as required under the provisions of the SEBI ICDR Regulations, held by our
Promoters, which shall be locked in for a period of 18 months from the date of
Allotment.
Prospectus dated [●] to be filed with the RoC on or after the Pricing Date in
accordance with provisions of Section 26 of the Companies Act, 2013 and the
“Prospectus”
SEBI ICDR Regulations containing, inter alia, the Issue Price, the size of the Issue
and certain other information, including any addenda or corrigenda thereto.
“Public Issue Account” Bank account to be opened with the Public Issue Account Bank, under Section
Page 10 of 465Term Description
40(3) of the Companies Act to receive monies from the Escrow Account and
ASBA Accounts on the Designated Date.
The bank with whom the Public Issue Account(s) will be opened for collection
“Public Issue Account Bank” of Bid Amounts from the Escrow Account(s) and ASBA Accounts on the
Designated Date, in this case being ICICI Bank Limited.
The portion of the Issue, being not more than 50% of the Net Issue or not more
than 59,81,300 Equity Shares of face value of ₹ 10 each which shall be allotted
to QIBs on a proportionate basis, including the Anchor Investor Portion (in
“QIB Portion”
which allocation shall be on a discretionary basis, as determined by our
Company, in consultation with the BRLM), subject to valid Bids being received
at or above the Issue Price.
“Qualified Institutional Buyers” or Qualified Institutional Buyers as defined under Regulation 2(1) (ss) of the SEBI
“QIBs” or “QIB Bidders” ICDR Regulations.
In the event our Company in consultation with the BRLM decides to close
bidding by QIBs one day prior to the Bid/Issue closing date, the date one day
“QIB Bid/Issue Closing Date”
prior to the Bid/Issue Closing date; otherwise, it shall be the same as the
Bid/Issue closing date.
The Red Herring Prospectus dated June 09, 2026 to be issued in accordance with
Section 32 of the Companies Act, and SEBI ICDR Regulations, which will not have
complete particulars of the price at which the Equity Shares will be allotted
including any addenda or corrigenda thereto.
“Red Herring Prospectus” or
“RHP”
The Red Herring Prospectus will be filed with the RoC at least three Working
Days before the Bid/Issue Opening Date and will become the Prospectus upon
filing with the RoC after the Pricing Date including any agenda or corrigenda
thereto.
Account to be opened with the Refund Bank(s), from which refunds, if any, of
“Refund Account(s)”
the whole or part of the Bid Amount to the Anchor Investors shall be made.
The bank(s) which are clearing members registered with SEBI under the SEBI BTI
“Refund Bank(s)” Regulations, with whom the Refund Account(s) will be opened, in this case
being HDFC Bank Limited.
Stock brokers registered with SEBI under the Securities and Exchange Board of
India (Stock Brokers and Sub-Brokers) Regulations, 1992 and the stock
“Registered Brokers” exchanges having nationwide terminals, other than the Members of the
Syndicate and eligible to procure Bids in terms of Circular No. CIR/CFD/14/2012
dated October 4, 2012, issued by SEBI.
Agreement dated September 23, 2025, entered amongst our Company and the
“Registrar Agreement” or “RTA
Registrar to the Issue, in relation to the responsibilities and obligations of the
Agreement”
Registrar to the Issue pertaining to the Issue.
Registrar and share transfer agents registered with SEBI and eligible to procure
Bids at the Designated RTA Locations in terms of, among others, circular no.
“Registrar and Share Transfer
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI and
Agents”
available on the websites of NSE at www.nseindia.com and BSE at
www.bseindia.com.
“Registrar to the Issue” or Bigshare Services Private Limited.
“Registrar” or “RTA”
Individual Bidders, who have Bid for the Equity Shares for an amount which is
“Retail Individual Bidder(s)” or
not more than ₹ 2 Lakhs in any of the bidding options in the Issue (including
“RIB(s)” or “Retail Individual
HUFs applying through their Karta and Eligible NRIs) and does not include NRIs
Investors” or “RIIs”
(other than Eligible NRIs).
The portion of Net Issue, being not less than 35% of the Net Issue or not less
than 41,90,000 Equity Shares of face value of ₹ 10 each, available for allocation
“Retail Portion”
to RIBs as per SEBI ICDR Regulations, subject to valid Bids being received at or
above the Issue Price.
Form used by the Bidders to modify the quantity of the Equity Shares or the Bid
Amount in any of their Bid cum Application Form(s) or any previous Revision
“Revision Form”
Form(s), as applicable.
Page 11 of 465Term Description
QIBs bidding in QIB portion and NIBs bidding in non-institutional portion are not
permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares
or the Bid Amount) at any stage. RIBs can revise their Bids during the Bid/Issue
Period and withdraw their Bids until Bid/Issue Closing Date.
The banks registered with SEBI, which offer the facility of ASBA services,
(i) in relation to ASBA, where the Bid Amount will be blocked by authorising
an SCSB, a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedF
pi=yes&intmId=34 or
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedF
pi=yes&intmId=35 as applicable and updated from time to time and at
such other websites as may be prescribed by SEBI from time to time,
(ii) in relation to RIBs using the UPI Mechanism, a list of which is available on
the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedF
“Self-Certified Syndicate Bank(s)”
pi=yes&intmId=40 or such other website as may be prescribed by SEBI and
or “SCSBs”
updated from time to time.
Applications through UPI in the Issue can be made only through the SCSBs
mobile applications (apps) whose name appears on the SEBI website. A list of
SCSBs and mobile application, which, are live for applying in public issue using
UPI Mechanism is provided as Annexure ‘A’ to the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022. The said list is available
on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=ye
s&intmId=43 and updated from time to time and such other website as may be
prescribed by SEBI from time to time.
Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders, a
“Specified Locations”
list of which is included in the ASBA Form.
Banker to the Issue registered with SEBI which is appointed by our company to
act as a conduit between the Stock Exchanges and the National Payments
“Sponsor Bank 1” Corporation of India in order to push the UPI mandate request and/or payment
instructions of the RIBs using the UPI, and carry out other responsibilities, in
terms of the UPI Circulars, in this case being HDFC Bank Limited.
Banker to the Issue registered with SEBI which is appointed by our company to
act as a conduit between the Stock Exchanges and the National Payments
“Sponsor Bank 2” Corporation of India in order to push the UPI mandate request and/or payment
instructions of the RIBs using the UPI, and carry out other responsibilities, in
terms of the UPI Circulars, in this case being ICICI Bank Limited.
“Stock Exchanges” Together, the BSE and the NSE.
The sub syndicate members, if any, appointed by the BRLM and the Syndicate
“Sub Syndicate”
Members, to collect ASBA Forms and Revision Forms
“Syndicate” or “Members of the Together, the BRLM and the Syndicate Members.
Syndicate”
Agreement dated May 15, 2026, entered into amongst our Company, the
“Syndicate Agreement” Registrar to the Issue, the BRLM and the members of the Syndicate in relation
to the procurement of Bid cum Application Forms by the Syndicate.
Intermediaries (other than BRLM) registered with SEBI who are permitted to
“Syndicate Members” accept bids, applications and place orders with respect to the Issue and carry
out activities as underwriters namely, Holani Consultants Private Limited.
“Underwriters” [●]
Agreement dated [●], entered into amongst the Underwriters and Our
“Underwriting Agreement” Company on or after pricing date but before filing of the Prospectus with the
ROC.
Unified payments interface which is an instant payment mechanism, developed
“UPI”
by NPCI.
Collectively, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July
“UPI Circulars”
26, 2019, the SEBI RTA Master Circular and SEBI ICDR Master Circular, along with
Page 12 of 465Term Description
the circular issued by the National Stock Exchange of India Limited having
reference no. 25/2022 dated August 3, 2022, and the circular issued by BSE
Limited having reference no. 20220803-40 dated August 3, 2022, and any
subsequent circulars or notifications issued by SEBI and Stock Exchanges in this
regard.
ID created on the UPI for single-window mobile payment system developed by
“UPI ID”
NPCI.
A request (intimating the RIB by way of a notification on the UPI linked mobile
application as disclosed by SCSBs on the website of SEBI and by way of a SMS
directing the RIB to such UPI linked mobile application) to the RIB using the UPI
“UPI Mandate Request”
Mechanism) initiated by the Sponsor Bank to authorise blocking of funds
equivalent to Bid Amount in the relevant ASBA account through the UPI linked
mobile application, and subsequent debit of funds in case of Allotment.
The bidding mechanism that may be used by UPI Bidders to make the bid in the
“UPI Mechanism”
Issue in accordance with the UPI Circulars.
“UPI PIN” Password to authenticate UPI transaction.
A company or person, as the case may be, categorized as a willful defaulter by
“Willful Defaulter” any bank or financial institution or consortium thereof, in terms of regulation
2(1) (lll) of the SEBI ICDR Regulations.
All days on which commercial banks in Mumbai are open for business; provided
however, with reference to (a), announcement of Price Band; and (b) Bid/Issue
Period, “Working Day” shall mean all days, excluding Saturdays, Sundays and
public holidays, on which commercial banks in Mumbai are open for business;
“Working Day”
and (c), the time period between the Bid/Issue Closing Date and the listing of
the Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading
days of the Stock Exchanges, excluding Sundays and bank holidays, as per
circulars issued by SEBI.
Technical/Industry Related Terms/Abbreviations
Term Description
A&C Act The Arbitration & Conciliation Act, 1996
AA Adjudicating Authority
Associate Company Secretary, Member of The Institute of Company Secretaries
ACS
of India
AI Artificial Intelligence
API Application Programming Interface
AML Anti-Money Laundering
B2B Business to Business
B2C Business to Customer
BDB Bharat Diamond Bourse
BI Business Intelligence
Bill Personal Data Protection Bill, 2019
BIS Bureau of Indian Standards
CAD Computer Aided Design
CAGR Compounded Annual Growth Rate
CAIT Confederation of All India Traders
CAM Computer Aided Manufacturing
CAPEX Capital Expenditure
CC Civil Case or Criminal Case
CD Corporate Debtor
CFT Countering the Financing of Terrorism
CNC Computer Numerical Control
Competition Act The Competition Act, 2002
Contract Act Indian Contract Act, 1872
CIRP Corporate Insolvency Resolution Process
CIT Commissioner of Income Tax
Page 13 of 465Term Description
CMIE Centre for Monitoring Indian Economy
CPD Cut and Polished Diamonds
CPI Consumer Price Index
CRISIL Credit Rating Information Services of India Limited
CTE Consent to Establish
CTO Consent to Operate
D2C Direct-to-Consumer
DDT Dividend distribution tax
DGFT Directorate General of Foreign Trade
DIA Diamond Imprest Authorization
DJ District Judge
the Department for Promotion of Industry and Internal Trade, Ministry of
DPIIT
Commerce and Industry, Government of India
DSRA Debt Service Reserve Account
ERP Enterprise Resource Planning
ETFs Exchange-Traded Funds
FC Financial Creditor
FCNR Foreign Currency Non-Resident
GDP Gross Domestic Product
G&J Gems and Jewellery
GJEPC Gem and Jewellery Export Promotion Council
GSM Graded surveillance Measures
GVA Gross Value Added
ESI Act The Employees State Insurance Act, 1948
EPCG Export Promotion Capital Goods
EXIM Export-Import
FDI Foreign Direct Investment
FIIs Foreign Institutional Investors
FIR First Information Report
FPI Foreign Portfolio Investment
GIA Gemological Institute of America
GMS Gold Monetization Scheme
HR Human Resources
HUID Hallmark Unique Identification
IIJS India International Jewellery Show
IBJA India Bullion and Jewellers Association Limited
IIP Index of Industrial Production
InvIT Infrastructure Investment Trust
JJS Jaipur Jewellery Show
KPCS Kimberley Process Certification Scheme
MSMEs Micro, Small and Medium Enterprises
MNCs Multinational Corporations
MOSPI Ministry of Statistics & Programme Implementation
NHAI National Highways Authority of India
NI Act The Negotiable Instruments Act, 1881
NIC National Industrial Classification
NIP National Infrastructure Pipeline
NSO National Statistics Office
Patents Act The Patents Act, 1970
PF Provident Fund
PLI Production Linked Incentive
PV Photovoltaic
QA Quality Assurance
QC Quality Control
REITs Real Estate Investment Trusts
RIPS 2022 The Rajasthan Investment Promotion Scheme, 2022
R&D Research and Development
Page 14 of 465Term Description
SGBs Sovereign Gold Bonds
SMEs Small and medium-sized enterprises
Tax Amendment Act 2019 Taxation Laws (Amendment) Act, 2019
UPS Uninterruptible Power Supply
UTGST Union Territory Goods and Services Tax
VAS Value-Added Services
WEO World Economic Outlook
WPI Wholesale Price Index
Conventional and General Terms or Abbreviations
Term Description
“₹” or “Rs.” or “Rupees” or “INR” Indian Rupees
“A/c” Account
“AGM” Annual general meeting
Alternative Investments Funds as defined in and registered with SEBI under
“AIFs”
the SEBI AIF Regulations
“Air Act” The Air (Prevention and Control of Pollution) Act, 1981
“ASBA” Applications Supported by Blocked Amount
“AY” Assessment Year
“B.E” Budgeted Estimate
“BIS Act” The Bureau of Indian Standards Act, 2016
“BIS Hallmarking Regulations” The Bureau of Indian Standards (Hallmarking) Regulations,2018
“Bps” Basis Points
“BSE” BSE Limited
Unless stated otherwise, the period of 12 months ending December 31 of that
“Calendar Year” or “CY”
particular year
“CAD” Current Account Deficit
“CAGR” Compound Annual Growth Rate
“CAN” Common Account Number
AIFs who are registered as “Category I Alternative Investment Funds” under
“Category I AIF”
the SEBI AIF Regulations
FPIs who are registered as “Category I Foreign Portfolio Investors” under the
“Category I FPIs”
SEBI FPI Regulations
AIFs who are registered as “Category II Alternative Investment Funds” under
“Category II AIF”
the SEBI AIF Regulations
FPIs who are registered as “Category II Foreign Portfolio Investors” under the
“Category II FPIs”
SEBI FPI Regulations
AIFs who are registered as “Category III Alternative Investment Funds” under
“Category III AIF”
the SEBI AIF Regulations
“CDSL” Central Depository Services (India) Limited
“CFO” Chief Financial Officer
“Child Labour Act” The Child and Adolescent Labour (Prohibition and Regulation) Act, 1986
“CIN” Corporate Identity Number
“Companies Act, 1956” Companies Act, 1956, along with the relevant rules made thereunder
“Companies Act, 2013” or
Companies Act, 2013, along with the relevant rules made thereunder
“Companies Act”
“Contract Act” The Indian Contract Act, 1872
Coronavirus disease 2019, a respiratory illness caused by the Novel
Coronavirus and a public health emergency of international concern as
“COVID-19”
declared by the World Health Organization on January 30, 2020 and a
pandemic on March 11, 2020
“Copyright Laws” The Copyright Act, 1957
“CSR” Corporate Social Responsibility
“Depository” or “Depositories” NSDL and CDSL
“Depositories Act” Depositories Act, 1996
“Designs Act” The Designs Act, 2000
Page 15 of 465Term Description
“DIN” Director Identification Number
Department for Promotion of Industry and Internal Trade, Ministry of
“DPIIT” Commerce and Industry, Government of India (earlier known as the
Department of Industrial Policy and Promotion)
“DP ID” Depository Participant Identification
“DP” or “Depository Participant” Depository participant as defined under the Depositories Act.
EBITDA is calculated as profit for the year, plus total tax expenses, exceptional
“EBITDA” items, finance costs and depreciation and amortization expenses, less other
income
“EGM” Extraordinary General Meeting
“EP Act” The Environment (Protection) Act, 1986
“EP Rules” The Environment (Protection) Rules, 1986
“EPS” Earnings Per Share
“EPF Act” The Employees Provident Fund and Miscellaneous Provisions Act, 1952
“ESI Act” Employees State Insurance Act, 1948
“ESIC” Employees State Insurance Corporation
“ERP” Enterprise Resource Planning
“Factories Act” The Factories Act, 1948
“FDI” Foreign direct investment
Consolidated Foreign Direct Investment Policy notified by the DPIIT through
“FDI Policy”
notification dated October 15, 2020 effective from October 15, 2020
Foreign Exchange Management Act, 1999, read with rules and regulations
“FEMA”
thereunder
“FE” Final Estimates
“FEMA Rules” Foreign Exchange Management (Non-debt Instruments) Rules, 2019
“FRE” First Revised Estimate
Unless stated otherwise, the period of 12 months ending March 31 of that
“Financial Year” or “Fiscal” or “FY”
particular year
“FMCG” Fast Moving Consumer Goods
“FPI(s)” Foreign portfolio investors as defined under the SEBI FPI Regulations
“FTA” The Foreign Trade (Development and Regulation) Act, 1992
Foreign venture capital investors as defined and registered under the SEBI
“FVCI(s)”
FVCI Regulations
“GAAP” Generally Accepted Accounting Principles
“G – Secs” Government Securities or Government Bonds
“GDP” Gross domestic product
“GFCF” Gross fixed capital formation
“GJEPC” Gem and Jewellery Export Promotion Council
“GML” Gold Metal Loan
“GoI” or “Government” or “Central
Government of India
Government”
“GST” Goods and Services Tax
“GSTIN” Goods and Service Tax Identification Number
The Hazardous and Other Wastes (Management and Transboundary
“Hazardous Waste Rules”
Movement) Rules, 2016
“HNIs” High Networth Individuals
“HRD” Human Resource Development
“HUF” Hindu Undivided Family
“IBC” The Insolvency and Bankruptcy Code, 2016
“ICAI” The Institute of Chartered Accountants of India
“IEC” Importer-Exporter Code
“IFRS” International Financial Reporting Standards
“IFSC” Indian Financial System Code
“IGST Act” Integrated Goods and Services Tax Act, 2017
“IMF” International Monetary Fund
Page 16 of 465Term Description
Indian Accounting Standards notified under Section 133 of the Companies
“Ind AS” or “Indian Accounting
Act, 2013 read with the Companies (Indian Accounting Standards) Rules,
Standards” or “Ind AS Rules”
2015, as amended
Indian Accounting Standard 24, “Related Party Disclosures”, notified by the
Ministry of Corporate Affairs under Section 133 of the Companies Act, 2013
“Ind AS 24”
read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended and other relevant provisions of the Companies Act, 2013
“IPO” Initial Public Offer
“IRDAI” Insurance Regulatory and Development Authority of India
“ISIN” International Securities Identification Number
“IST” Indian Standard Time
“IT” Information Technology
“IT Act” The Income Tax Act, 1961
“KYC” Know Your Customer
“Legal Metrology Act” The Legal Metrology Act, 2009
“Maternity Act” The Maternity Benefit Act, 1961
“MCA” Ministry of Corporate Affairs
“Minimum Wages Act” The Minimum Wages Act, 1948
Mutual Fund(s) means mutual funds registered under the SEBI (Mutual
“Mutual Fund (s)”
Funds) Regulations, 1996
“N/A” or “NA” or “N.A.” Not applicable
“NACH” National Automated Clearing House
“NAV” Net Asset Value
“NBFC” Non-Banking Financial Company
“NEFT” National Electronic Funds Transfer
“NOC” No Objection Certificate.
“NPCI” National Payments Corporation of India
Non-resident external account established in accordance with the Foreign
“NRE Account”
Exchange Management (Deposit) Regulations, 2016.
person resident outside India who is a citizen of India as defined under the
Foreign Exchange Management (Deposit) Regulations, 2016 or is an ‘Overseas
“NRI” or “Non-Resident Indian”
Citizen of India cardholder within the meaning of section 7(A) of the
Citizenship Act, 1955.
Non-resident ordinary account established in accordance with the Foreign
“NRO Account”
Exchange Management (Deposit) Regulations, 2016.
“NSDL” National Securities Depository Limited.
“NSE” National Stock Exchange of India Limited.
“OC” Operational Creditor
An entity de-recognised through Foreign Exchange Management (Withdrawal
“OCB” or “Overseas Corporate
of General Permission to Overseas Corporate Bodies (OCBs)) Regulations,
Body”
2003. OCBs are not allowed to invest in the Offer.
“p.a.” Per annum
“P/E Ratio” Price/earnings ratio
“PAN” Permanent account number
“PAT” Profit After Tax
“PE” Provisional Estimates
“PFCE” Private Final Consumption Expenditure
“PLI Act” The Public Liability Insurance Act, 1991
PM Prime Minister
“PMLA” The Prevention of Money Laundering Act, 2002
“PMLR” The Prevention of Money Laundering (Maintenance of Records) Rules, 2005
“PoB Act” The Payment of Bonus Act, 1965,
“RBI” The Reserve Bank of India
“Regulation S” Regulation S under the U.S. Securities Act
Restated profit after tax attributable to equity shareholders of our Company
“RoNW” or “Return on Net Worth” divided by total equity attributable to the equity shareholders of our
Company at year-end.
Page 17 of 465Term Description
“RF” Risk Factor
“RTGS” Real Time Gross Settlement
“Rule 144A” Rule 144A under the U.S. Securities Act
“SCORES” SEBI complaints redress system
“SCRA” Securities Contracts (Regulation) Act, 1956
“SCRR” Securities Contracts (Regulation) Rules, 1957
“SEBI” Securities and Exchange Board of India constituted under the SEBI Act
“SEBI Act” Securities and Exchange Board of India Act, 1992
Securities and Exchange Board of India (Alternative Investments Funds)
“SEBI AIF Regulations”
Regulations, 2012 as amended from time to time
Securities and Exchange Board of India (Bankers to an Issue) Regulations,
“SEBI BTI Regulations”
1994 as amended from time to time
Securities and Exchange Board of India (Foreign Portfolio Investors)
“SEBI FPI Regulations”
Regulations, 2019 as amended from time to time
Securities and Exchange Board of India (Foreign Venture Capital Investors)
“SEBI FVCI Regulations”
Regulations, 2000 as amended from time to time
SEBI master circular bearing number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154
“SEBI ICDR Master Circular”
dated November 11, 2024
Securities and Exchange Board of India (Issue of Capital and Disclosure
“SEBI ICDR Regulations”
Requirements) Regulations, 2018 as amended from time to time
Securities and Exchange Board of India (Prohibition of Insider Trading)
“SEBI Insider Trading Regulations”
Regulations, 2015 as amended from time to time
Securities and Exchange Board of India (Listing Obligations and Disclosure
“SEBI Listing Regulations”
Requirements) Regulations, 2015 as amended from time to time
“SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
Regulations” as amended from time to time
Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 as
“SEBI Mutual Funds Regulations”
amended from time to time
Securities and Exchange Board of India (Venture Capital Fund) Regulations,
“SEBI VCF Regulations”
1996 as repealed pursuant to the SEBI AIF Regulations
“SGST Acts” State Goods and Services Acts
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
“SMP Act”
Redressal) Act, 2013
“STT” Securities transaction tax
“State Government” The government of a state in India
“Tax Act” The Income Tax Act, 1961
Securities and Exchange Board of India (Substantial Acquisition of Shares and
“Takeover Regulations”
Takeovers) Regulations, 2011
“TAN” Tax deduction account number
“Trademarks Act” The Trademarks Act, 1999
“UAPA” The Unlawful Activities (Prevention) Act, 1967
United States of America, its territories and possessions, any State of the
“U.S.” or “USA” or “United States”
United States, and the District of Columbia
“USD” or “US$” or “U.S. Dollar” or
United States Dollars
“U.S. Dollars”
“U.S. Securities Act” U.S. Securities Act of 1933, as amended
“VAT” Value Added Tax
Venture Capital Funds as defined in and registered with SEBI under the SEBI
“VCFs”
VCF Regulations
“Water Act” The Water (Prevention and Control of Pollution) Act, 1974
The Weapons of Mass Destruction and their Delivery Systems (Prohibition of
“WMDA”
Unlawful Activities) Act, 2005
“YoY” Year over year
Page 18 of 465Key Performance Indicators
S. No. KPI Explanation
Revenue from Operations is used by our management to track the revenue profile of
1. Revenue from Operations the business and in turn helps assess the overall financial performance of our
Company and size of our business.
Growth in Revenue from Growth in Revenue from Operations provides information regarding the growth of
2.
Operations (%) our business for the respective year/period.
Gross Profit provides information regarding the profits from manufacturing of
3. Gross Profit
products by the Company.
Gross Profit Margin is an indicator of the profitability on sale of products
4. Gross Profit Margin (%)
manufactured by the Company.
5. EBITDA EBITDA provides information regarding the operational efficiency of the business.
EBITDA Margin is an indicator of the operational profitability and financial
6. EBITDA Margin (%)
performance of our business.
Profit after tax provides information regarding the overall profitability of the
7. Profit After Tax or PAT
business.
PAT Margin is an indicator of the overall profitability and financial performance of
8. PAT Margin (%)
our business.
RoE (%) or Return on RoE provides how efficiently our Company generates profits from shareholders’
9.
Equity funds.
RoCE (%) or Return of ROCE provides how efficiently our Company generates earnings from the capital
10.
Capital Employed employed in the business.
Net Fixed Asset turnover ratio is indicator of the efficiency with which our Company
11. Net Fixed Asset Turnover
is able to leverage its assets to generate revenue from operations.
Net working capital days indicates the working capital requirements of our Company
12. Net Working Capital Days
in relation to revenue generated from operations.
Operating cash flows provides how efficiently our company generates cash through
13. Operating Cash Flows
its core business activities.
Inventory Turnover Days provides information regarding how many days a company
14. Inventory Turnover Days
turned over its inventory relative to its cost of goods sold (COGS).
Earnings per Share (Basic Earnings per Share provides information regarding how efficiently our company
15.
& Diluted) generate earnings on each weighted average number of Equity Shares outstanding.
Operating Profit before Operating Profit before Working Capital Changes provides information regarding
16.
Working Capital Changes how much cash profit generated by our company from his business operations.
Debt/EBITDA Ratio provides information regarding to the actual cash generated by
17. Debt/EBITDA Ratio
our company to pay of his total debt.
NAV per Equity Share provides information regarding how much our company net
18. NAV per Equity Share
assets value on each weighted average number of Equity Shares outstanding.
19. Net Worth Net Worth represent value of our company.
Return on Net Worth ratio is indicator of how efficiently our Company generates
20. Return on Net Worth
earnings from the Net Worth in the business.
21. Total Quantity Sold (In Kg) It is the total weight of all products sold during a specific period by the Company
The maximum quantity of products that a facility is capable of producing under
22. Installed Capacity (in kg)
normal operating conditions
23. Actual Production (in kg) It represents the actual quantity of products produced during a given period
24. % Utilisation The percentage of installed production capacity that is actually being used
25. No. of customers The total number of customers or clients served during a specific period
26. Total Employee base It represents the total employee strength of the Company
Geographic Sales The number or list of states/regions where the company sells its products or operates
27.
Coverage (by State) commercially
It means revenue from operations as shown in restated financial information divided
28. Revenue per customer
by number of customers served
29. No. of products It is the total count of products offered by the company
Page 19 of 465CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION
CERTAIN CONVENTIONS
All references to “India” contained in this Red Herring Prospectus are to the Republic of India. All
references to the “Government”, “Indian Government”, “GOI”, “Central Government” are to the
Government of India and all references to the State Government are to the Government of the relevant
state.
All references herein to the “US”, the “U.S.”, the “USA”, or the “United States” are to the United States
of America, together with its territories and possessions.
All references to time in this Red Herring Prospectus are to Indian Standard Time. Unless indicated
otherwise, all references to a year in this Red Herring Prospectus are to a calendar year.
Unless stated otherwise, all references to page numbers in this Red Herring Prospectus are to the page
numbers of this Red Herring Prospectus.
FINANCIAL DATA
Our Company’s Financial Year commences on April 1 of the immediately preceding calendar year and
ends on March 31 of that particular calendar year, so all references to a particular Financial Year or Fiscal
are to the 12 months period commencing on April 1 of the immediately preceding calendar year and
ending on March 31 of that particular calendar year. Unless the context requires otherwise, all references
to a year in this Red Herring Prospectus are to a calendar year and references to a Fiscal/ Financial Year/
FY are to the 12 months period ended on March 31, of that calendar year.
Unless stated otherwise or the context otherwise requires, the financial information and financial ratios
in this Red Herring Prospectus has been derived from our Restated Financial Information.
Certain measures included and presented in this Red Herring Prospectus, for instance EBITDA, EBITDA
Margin, RoNW and Net Asset Value per Equity Share (Non-GAAP Measures), are supplemental measures
of our performance and liquidity that are not required by, or presented in accordance with, Ind AS, IFRS
or US GAAP. Furthermore, these Non-GAAP Measures, are not a measurement of our financial
performance or liquidity under Indian GAAP, IFRS or US GAAP and should not be considered as an
alternative to net profit/loss, revenue from operations or any other performance measures derived in
accordance with Ind AS, IFRS or US GAAP or as an alternative to cash flow from operations or as a measure
of our liquidity. In addition, Non-GAAP Measures used are not a standardized term, hence a direct
comparison of Non-GAAP Measures between companies may not be possible. Other companies may
calculate Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure.
Please see “Risk Factor No. 59 - We have included certain non-GAAP financial and operational measures
related to our operations and financial performance that may vary from any standard methodology
that may be applicable across the industry in which we operate, and which may not be comparable
with financial, operational or industry-related statistical information of similar nomenclature
computed and presented by similar companies.” on page 67.
The Restated Financial Information of our Company included in this Red Herring Prospectus are as at and
for the period ended on December 31, 2025 and for the Fiscal Years ended on March 31, 2025, March
31, 2024 and March 31, 2023 comprises of Standalone Restated Summary Statement of assets and
liabilities as at December 31, 2025 and for the Fiscal Year ended on March 31, 2025, March 31, 2024 and
March 31, 2023, the Standalone Restated Summary Statement of Profit and Loss and the Standalone
Restated Summary Statement of Cash Flow for the period ended on December 31, 2025 and for the Fiscal
Years ended on March 31, 2025, March 31, 2024 and March 31, 2023 together with the notes to the
Restated Financial Information (collectively, the Restated Financial Information) are prepared in
Page 20 of 465accordance with Ind AS and restated in accordance with the SEBI ICDR Regulations and the Guidance
Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI, as amended from time to
time. For Further information, see “Restated Financial Information” beginning on page 265.
There are significant differences between Ind AS, U.S. GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or U.S. GAAP. Our Company has not attempted to explain
those differences or quantify their impact on the financial data included in this Red Herring Prospectus
and it is urged that you consult your own advisors regarding such differences and their impact on our
financial data. Accordingly, the degree to which the financial information included in this Red Herring
Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity
with Indian accounting policies and practices, the Companies Act, Ind AS, and the SEBI ICDR Regulations.
Any reliance by persons not familiar with Indian accounting policies and practices on the financial
disclosures presented in this Red Herring Prospectus should, accordingly, be limited.
Certain figures contained in this Red Herring Prospectus, including financial information, have been
subject to rounding adjustments. All decimals have been rounded off to two decimal points. In certain
instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure
given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to
the total figure given for that column or row.
Further, any figures sourced from third-party industry sources may be rounded off to other than two
decimal points to conform to their respective sources.
INDUSTRY AND MARKET DATA
Unless stated otherwise, industry and market data used throughout this section has been obtained or
derived from a report titled “Report on Gems and Jewellery Sector in India” dated May 14, 2026, by Dun
and Bradstreet Information Services India Private Limited (D&B) prepared and issued by D&B, and
exclusively commissioned and paid for by our Company in connection with the issue. Unless otherwise
indicated all industry and other related information derived from the D&B Report and included therein
with respect to any particular year refer to such information for the relevant calendar year. D&B was
appointed by our company and is not connected to our company or directors and our promoters. A copy
of the D&B Report is available on the website of our Company at https://rambhajo.com/investor-
relations/#ipo. For risks in relation to the commissioned report, see “Risk Factors No. 57 – Certain
sections of this Red Herring Prospectus disclose information from the industry report which has been
commissioned and paid for by us exclusively in connection with the Issue and any reliance on such
information for making an investment decision in the Issue is subject to inherent risks.” on page 66.
In accordance with the SEBI ICDR Regulations, the chapter titled “Basis for Issue Price” beginning on page
132, includes information relating to our peer group companies. Such information has been derived from
publicly available sources, and neither we nor the BRLM has independently verified such information.
CURRENCY AND UNITS OF PRESENTATION
All references to “Rupees” or “₹” or “Rs.” or “INR” are to Indian Rupees, the official currency of the
Republic of India. All references to “US$”, “U.S. Dollar”, “USD” or “U.S. Dollars” are to United States
Dollars, the official currency of the United States of America. In this Red Herring Prospectus, our Company
has presented certain numerical information. All figures have been expressed in lakh. One lakh
represents 1,00,000 and one million represents 10,00,000. However, where any figure(s) that may have
been sourced from third-party industry sources are expressed in denominations other than lakh, such
figure(s) appear in this Red Herring Prospectus expressed in such denominations as provided in their
respective sources.
Any percentage amounts, as set forth in “Risk Factors”, “Our Business” and “Management’s Discussion
and Analysis of Financial Conditions and Results of Operation” beginning on pages 25, 200 and 326 and
Page 21 of 465elsewhere in this Red Herring Prospectus, unless otherwise indicated, have been calculated based on our
Restated Financial Information.
EXCHANGE RATES
This Red Herring Prospectus may contain conversions of certain other currency amounts into Indian
Rupees that have been presented solely to comply with the requirements of the SEBI ICDR Regulations.
These conversions should not be construed as a representation that such currency amounts could have
been, or can be converted into Indian Rupees, at any particular rate, or at all. The exchange rates of
certain currencies used in this Red Herring Prospectus into Indian Rupees for the periods indicated are
provided below:
Currency As on December 31, As on March 31, As on March 31, As on March 31,
2025(1) 2025 (₹) (1) 2024 (₹) (1) 2023 (₹) (1)
1 USD 89.92 85.58 83.37 82.22
1 Euro 105.55 92.32 90.22 89.61
1 GBP 121.02 110.74 105.29 101.87
(Source for 1 USD and 1 Euro: www.rbi.org.in and www.fbil.org.in)
(1) In the event that March 31 or December 31, of any of the respective years is a holiday, the previous calendar day not being
a public holiday has been considered.
Page 22 of 465FORWARD LOOKING STATEMENTS
This Red Herring Prospectus contains certain statements which are not statements of historical fact and
may be described as “forward-looking statements”. These forward-looking statements include
statements which can generally be identified by words or phrases such as “aim”, “anticipate”, “believe”,
“expect”, “estimate”, “intend”, “likely to”, “objective”, “plan”, “propose”, “project”, “will”, “will
continue”, “seek to”, “will pursue”, or other words or phrases of similar import. Similarly, statements
that describe our Company’s strategies, objectives, plans or goals are also forward-looking statements.
These forward-looking statements, whether made by us or a third-party, are based on our current plans,
estimates, presumptions and expectations and actual results may differ materially from those suggested
by such forward-looking statements. All forward-looking statements are subject to risks, uncertainties
and assumptions about us that could cause actual results to differ materially from those contemplated
by the relevant forward-looking statement.
This may be due to risks or uncertainties or assumptions associated with the expectations with respect
to, but not limited to, regulatory changes pertaining to the industry in which our Company operates and
our ability to respond to them, our ability to successfully implement our strategy, our growth and
expansion, technological changes, our exposure to market risks, general economic and political
conditions in India which have an impact on our business activities or investments, the monetary and
fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange
rates, equity prices or other rates or prices, the performance of the financial markets in India and globally,
changes in domestic laws, regulations and taxes, changes in competition in the industry and incidence of
any natural calamities and/or acts of violence.
Certain Important factors that could cause actual results to differ materially from our Company’s
expectations include, but are not limited to, the following:
• General economic and business conditions in the markets in which we operate and in the local,
regional, and national economies;
• Changes in laws and regulations relating to the sectors/ area in which we operate;
• Increase competition in the industry which we operate;
• Our ability to attract and retain qualified personnel;
• Changes in political and social conditions in India or in countries that we may enter, the monetary
and interest rate policies of India and other countries;
• Our ability to successfully execute our expansion strategy in a timely manner or at all;
• Factors affecting the industry in which we operate;
• Changes in technology and our ability to manage any disruption or failure of our technology systems;
• The performance of the financial markets in India and globally;
• Any adverse outcome in the legal proceedings in which we are involved;
• Occurrences of natural disasters or calamities affecting the areas in which we have operations;
• Market fluctuations and industry dynamics beyond our control;
• Our ability to compete effectively, particularly in new markets and businesses;
• Our ability to manage risk that arise from these factors;
• Other factors beyond our control;
• Our ability to manage risks that arise from these factors;
• Conflict of interest with our Promoters, Promoter Group, Group Company and other related parties;
• Changes in domestic and foreign laws, regulations and taxes and changes in competition in our
industry;
• Inability to obtain, maintain or renew requisite statutory and regulatory permits and approvals or
non-compliance with other applicable regulations, may adversely affect our business, financial
condition, results of operations and prospects.
For a further discussion of factors that could cause our actual results to differ from our expectations, see
Page 23 of 465section titled “Risk Factors” and chapter titled “Our Business” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” beginning on page 25, 200 and 326
respectively. By their nature, certain market risk disclosures are only estimates and could be materially
different from what actually occurs in the future. As a result, actual future gains or losses could materially
differ from those that have been estimated and are not a guarantee of future performance.
Although our assumptions on which such forward-looking statements are based are reasonable, we
cannot assure investors that the expectations reflected in these forward-looking statements will prove
to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such
forward-looking statements and not to regard such statements as a guarantee of future performance.
Forward-looking statements reflect the current views of our Company as on the date of this Red Herring
Prospectus and are not a guarantee of future performance. These statements are based on the
management’s belief and assumptions, which in turn are based on currently available information.
Although our assumptions upon which these forward- looking statements are based are reasonable, any
of these assumptions as well as statements based on them could prove to be inaccurate. Neither our
Company, our Promoters, our Directors, the BRLM, nor any of their respective affiliates have any
obligation to update or otherwise revise any statements reflecting circumstances arising after the date
hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come
to fruition.
In accordance with regulatory requirements, our Company will ensure that investors in India are
informed of material developments from the date of registration of this Red Herring Prospectus with the
RoC until receipt of final listing and trading approvals by the Stock Exchanges for this Issue.
Page 24 of 465SECTION II - RISK FACTORS
An investment in equity shares involves a high degree of risk. Investors should carefully consider all the
information in the Red Herring Prospectus, including the risks and uncertainties described below, before
making an investment in the Equity Shares. The risks described below are not the only ones relevant to
us or our Equity Shares but also for the industry in which we operate or to India and other jurisdictions
we operate in. Additional risks and uncertainties, not currently known to us or that we currently do not
deem material, may also adversely affect our business, results of operations, cash flows and financial
condition. If any of the following risks, or other risks that are not currently known or are not currently
deemed material, actually occur, our business, results of operations, cash flows and financial condition
could be adversely affected, the price of our Equity Shares could decline, and investors may lose all or
part of their investment. In order to obtain a complete understanding of our Company and our business,
prospective investors should read this section in conjunction with chapter titled “Industry Overview”,
“Our Business”, “Restated Financial Information” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” beginning on pages 146, 200, 265 and 326 respectively,
as well as the other financial and statistical information contained in this Red Herring Prospectus. In
making an investment decision, prospective investors must rely on their own examination of us and our
business and the terms of the Issue including the merits and risks involved.
Prospective investors should consult their tax, financial and legal advisors about the particular
consequences of investing in the Issue. Unless specified or quantified in the relevant risk factors below,
we are unable to quantify the financial or other impact of any of the risks described in this section.
Prospective investors should pay particular attention to the fact that our Company is incorporated under
the laws of India and is subject to a legal and regulatory environment, which may differ in certain respects
from that of other countries.
This Red Herring Prospectus also contains certain forward-looking statements that involve risks,
assumptions, estimates and uncertainties. Our actual results could differ from those anticipated in these
forward-looking statements as a result of certain factors, including the considerations described below
and elsewhere in this Red Herring Prospectus. For further information, see chapter titled “Forward-
Looking Statements” on page 23-24. Unless otherwise indicated, the financial information included
herein is based on our Restated Financial Information included in this Red Herring Prospectus. For further
information, see chapter titled “Restated Financial Information” beginning on page 265. Unless the
context otherwise requires, in this section, references to “our Company” or “the Company” or “we”, “us”,
“our” refers to Advit Jewels Limited.
INTERNAL RISKS
RISKS RELATING TO OUR BUSINESS
1. Prices of products manufactured by us are highly dependent on the prices of gold, diamond polki
and precious & semi- precious stones and cost of these raw materials comprises 99.85%, 99.66%,
99.95%, 99.76% of total cost of material consumed in production of product for the period ended
on December 31, 2025 and for the fiscal years ended on March 31, 2025, 2024 and 2023
respectively. Any non-availability or significant increase in the cost of gold, diamond polki, and
other precious or semi-precious stones and absence of long-term contracts with our suppliers could
adversely affect our business, results of operations, financial condition and prospects.
We rely on the timely and adequate procurement of raw materials, including gold, diamond polki
and other precious and semi-precious stones, for the manufacturing of our jewellery products. Our
ability to source these materials at competitive prices and on favorable terms is critical to the
continuity and profitability of our operations, and may have a material impact on our business,
results of operations, financial condition, and prospects. For further details on our raw material
procurement practices, refer to “Our Business – Raw Materials” on page 209.
Page 25 of 465The table below sets forth the break-down of the cost of consumption of our raw materials as a
percentage of our total expenses for the periods indicated:
(₹ in lakhs)
For the period ended on
Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31, 2025
Particulars % of total Cost % of total Cost % of total Cost % of total Cost
Amount of materials Amount of materials Amount of materials Amount of materials
consumed consumed consumed consumed
Gold 6,179.46 76.44% 10,972.81 84.33 % 5,563.15 71.69 % 2,759.57 72.05%
Diamond Polki 1,690.18 20.91% 1,886.70 14.50 % 2,037.42 26.25 % 574.91 15.01 %
Precious & Semi-
201.48 2.49% 107.62 0.83 % 156.00 2.01% 486.55 12.70 %
Precious Stones
Silver 0.42 0.01% - - - - - -
Other Expense 12.12 0.15% 44.82 0.34 % 3.60 0.05 % 9.13 0.24 %
Total Cost of
materials 8,083.66 100.00% 13,011.95 100.00% 7,760.17 100.00% 3,830.16 100.00%
consumed
Pursuant to certificate dated May 09, 2026, received from Statutory and Peer Review Auditor, M/S Keyur Shah & Associates, Chartered
Accountants
We source gold from both nominated banks and authorised vendors in India, in accordance with the
regulatory framework established by the Reserve Bank of India (RBI). Currently, only certain banks
are permitted by the RBI to import precious metals such as gold, and we are subject to the interest
rates and other terms imposed by these banks. We are having gold loan arrangements with certain
lenders, which are generally subject to limits on the quantity of gold that could be procured under
such arrangements. Our ability to procure gold is therefore dependent on both regulatory
constraints and the terms of our financing arrangements. An increase in gold prices can significantly
raise our procurement and operating costs, which may adversely impact our profitability.
We also procure various precious and semi-precious stones, including diamond polki and
gemstones, from domestic vendors in the open market. As a result, our business is sensitive to
fluctuations in the availability, quality, and cost of these raw materials. A sudden decline in the
market prices of diamond polki or other stones may affect our ability to recover procurement costs,
while a sharp increase in their prices may reduce customer demand or compress our margins. We
procure raw materials on a spot basis and do not enter into long-term supply agreements, exposing
us to volatility in raw material prices. These prices are influenced by a range of external factors
beyond our control, including geopolitical developments, supply and production constraints,
transportation and infrastructure issues, regulatory changes, government policies, labour unrest,
inflationary pressures, and global demand-supply dynamics.
Although we have not faced raw material availability crisis in the past three years and stub period,
any disruption in the timely procurement of raw materials from our existing vendors or banks, or
our inability to secure alternate sources on commercially acceptable terms, may adversely impact
our production schedules, increase our costs, and materially affect our business, results of
operations, and financial condition. Additionally, global economic factors such as trade wars,
protectionist measures, and the imposition of tariffs on goods from certain regions could further
impact the prices and availability of key raw materials.
2. Our inventory holding increased significantly from ₹ 1,041.67 Lakhs in Fiscal 2023 to ₹ 4,491.67
Lakhs in Fiscal 2024 and further to ₹ 10,723.91 Lakhs in Fiscal 2025. Further, inventory constituted
36.38%, 68.99%, 85.07% and 68.68% of our total current assets as of March 31, 2023, 2024 and
2025 and December 31, 2025, respectively. Inventory also represented 22.35%, 64.68%, 85.83% and
79.99% of our revenue from operations for Fiscal 2023, 2024 and 2025 and the period ended
December 31, 2025, respectively, while our inventory holding days were 91 days, 158 days, 199
days and 154 days for the corresponding periods. The high level of inventory maintained by us
exposes us to risks associated with inventory management, demand forecasting, valuation,
carrying costs and supply chain disruptions, which may adversely affect our working capital
requirements, liquidity, profitability and overall financial condition.
Page 26 of 465Due to the nature of our business and the need to offer a wide variety of jewellery designs and styles,
we generally maintain a high level of inventory comprising raw materials such as gold, gemstones,
diamonds, diamond polki and other precious and semi-precious stones, work-in-progress inventory
and finished jewellery products. Our products involve intricate craftsmanship and design-specific
manufacturing requirements, particularly in Kundan Polki jewellery, which requires us to maintain
diverse inventories of stones, embellishments and design variants to meet customer expectations
and delivery timelines.
Set forth below are details of our inventory levels for the period ended on December 31, 2025 and
for the Fiscal Years ended on March 31, 2025, 2024 and 2023:
(₹ in Lakhs)
Particulars For the period ended on
Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31, 2025
Revenue from Operations 12,379.01 12,493.73 6,944.26 4,660.41
Total Current Assets 14,417.26 12,606.15 6,510.70 2,863.24
Inventory 9,902.38 10,723.91 4,491.67 1,041.67
Inventory as % of Revenue
79.99% 85.83% 64.68% 22.35%
from operations
Inventory as % of current
68.68% 85.07% 68.99% 36.38%
assets
Inventory holding days* 154 199 158 91
*Inventory days calculated as average inventories divided by cost of materials multiplied by 365 days for the full year.
Our Company primarily derives revenue from B2B customers such as national retailers, regional
retailers and family jewellers engaged in the retail jewellery business. Due to the nature of this trade,
we are required to maintain extensive varieties of jewellery designs and styles in order to cater to
evolving customer preferences and end-consumer demand. Accordingly, we continuously increase
both the number of designs and the quantity of pieces maintained for each design category, which
has contributed to the substantial growth in our inventory holdings over the past three fiscal years
and the stub period.
Further, our products generally contain significant gold content and involve the use of multiple
categories of precious and semi-precious stones, including diamond polki, emeralds, rubies and
sapphires. Consequently, fluctuations in gold prices, gemstone prices and foreign exchange rates in
the case of imported materials may significantly increase our procurement costs and the value of
inventory maintained by us. Any volatility in the prices or availability of these materials may adversely
affect our inventory valuation, profitability and working capital requirements and may also
necessitate inventory write-downs.
Holding large inventories involves substantial carrying costs, including costs related to storage,
insurance, security, tracking and inventory management. In addition, maintaining accurate and real-
time inventory tracking is operationally complex due to the varying grades, weights, sourcing
timelines and specifications of the materials used in our products. Any weaknesses in our inventory
control systems, including errors in demand forecasting, misclassification of stone quality or type,
inadequate coordination across procurement, production and sales functions, or system-level
shortcomings, may lead to inefficient stock management, production delays, excess or obsolete
inventory, stock-outs, resource misallocation and inaccuracies in our financial statements.
Further, disruptions in the supply chain arising from geopolitical tensions, trade restrictions, customs
clearance delays, logistical bottlenecks, natural disasters or supplier-related issues may adversely
impact our ability to procure raw materials in a timely and cost-effective manner. Given the
handcrafted and design-specific nature of our products, delays in the procurement of specific stones
or materials may interrupt our production schedules, lead to underutilization of manufacturing
capacity, increase labour costs and result in delayed deliveries, which could adversely affect customer
relationships and our reputation.
Page 27 of 465The jewellery industry is also subject to changing consumer preferences and evolving design trends,
particularly in the handcrafted and occasion-wear segments. If we fail to align our inventory mix with
market demand or incorrectly estimate customer preferences for particular styles or designs, we may
experience slow-moving or unsold inventory, requiring markdowns, discounting, write-offs or write-
downs, which could adversely impact our margins and profitability.
As we continue to expand our operations and product portfolio, our inventory levels and inventory
management requirements may continue to increase, resulting in higher working capital
requirements and greater operational complexity. Any inability to efficiently manage our inventory
levels, respond effectively to supply chain disruptions or maintain appropriate inventory controls
may materially and adversely affect our business operations, liquidity, financial condition, cash flows
and results of operations.
3. Our business is significantly dependent on Jaipur City as our entire manufacturing operations are
based thereon along with 18.18%, 73.09%, 77.32% and 80.56% of our total raw material purchases
for the period ended on December 31, 2025 and for the Fiscal years ended on March 31, 2025, 2024
and 2023 are sourced from suppliers who are based in Jaipur City. This dependence exposes us to
regional risk or a location risk. Any disruption, slowdown, or shutdown in Jaipur City or
surroundings areas will affect our manufacturing operations and/or our principal raw materials
supplies which could adversely affect our business, results of operations, financial condition and
cash flows.
Our manufacturing facility is located in Jaipur at A-5, Jamna Lal Bajaj Marg, C-Scheme, Jaipur,
Rajasthan–302001. It serves as the only place where all our production activities are carried out and
18.18%, 73.09%, 77.32% and 80.56% of our total raw material purchases for the period ended on
December 31, 2025 and for the Fiscal years ended on March 31, 2025, 2024 and 2023 is sourced from
key suppliers who are based in Jaipur City. Also, 35.55%, 27.29%, 19.44% and 42.00% of our total
revenue from operations for the period ended on December 31, 2025, and for the Fiscal years ended
on March 31, 2025, 2024 and 2023 is derived from the Jaipur City. While this regional concentration
enables operational and logistical efficiencies, it also exposes us to location-specific risks. Any adverse
developments in or around Jaipur such as natural disasters (including floods, earthquakes, or extreme
weather conditions), civil or political unrest, local lockdowns, labor strikes or shortages, disruptions
in essential utilities (such as electricity and water), outbreaks of epidemics or pandemics, or changes
in regional laws, regulations or tax policies could materially and adversely affect our manufacturing
operations.
Our sales would also be affected if there is any halt in our production activities carried out at our
manufacturing facility in Jaipur, Rajasthan. For further details of the state wise revenue bifurcation
of our company, please refer “Our Business - Business Overview” on page 200-204.
Also, currently we do not have alternative or backup manufacturing facilities outside Jaipur City, even
a temporary disruption could result in production delays, missed delivery schedules, increased
operational costs, or loss of customer confidence and business opportunities. Further any supply
chain disruptions in the region could affect the availability of raw materials, skilled labor or
transportation networks which could further compound the challenges.
Although we continue to evaluate and implement risk mitigation strategies wherever feasible, our
operations remain vulnerable to the risks associated with operating from a single location.
Consequently, any prolonged or severe disruption in Jaipur City could adversely impact our
production, revenue, profitability, cash flows, and overall financial condition. While we have not
experienced such disruptions in the past, there can be no assurance that they will not occur in the
future.
4. Our Company has recently acquired a registered trademark for brand name ‘Rambhajo’ from our
Promoter Group member by way of assignment, for which approval of form TM – P to record the
Page 28 of 465said assignment is pending. Our Company has also made application for registration of brand name
‘Advit’ which is pending. Any inability to protect our brand, business processes or proprietary
information may adversely affect our business, financial condition and results of operations.
Our Company has acquired a trademark for brand name ‘Rambhajo’ (Certificate no. 9680460)
registered on 10.03.2011 in the name of our promoter group member M/s Rambhajo’s vide
assignment deed dated August 26, 2025, for total consideration of ₹ 1,82,00,000/-, which has been
duly paid by our Company. The details of the trademark transferred are as follows:
Certificate
S. Ownership and
Nature of Registration / License Seller Name Buyer Name Number and Current Status
No. Usable Rights
Class
Registration of Trade Mark Application to record the said
(Device) 9680460 Advit Jewels assignment in our favour is
Advit Jewels Limited filed in the Form TM-P on
1. M/s Rambhajo Limited having 15.09.2025 and the said form
Class 14 irrevocable is yet to be approved by the
rights Trademarks Registry.
For further information, see “Government and other Approvals – Intellectual Property” and “Our
Business – Intellectual Property” on pages 367 and 220 respectively.
Further, our Company has made an application for registration of another trademark in the name of
Advit Jewels Limited, under the Trademarks Act, 1999, in respect of the following brand:
Ownership and Application Application
S. No. Nature of Registration/License Class Present Status
Usable Rights No. Date
Registration of Trade Mark (Device) –
Formalities check
1. Advit Jewels Limited 6878704 14 26-02-2025
pass
There can be no assurance that this another trademark will be successfully registered in the name of
our Company. For further information, see “Government and other Approvals – Intellectual
Property” and “Our Business – Intellectual Property” on pages 367 and 220 respectively.
Furthermore, if competitors, vendors or other entities succeed in registering similar or identical
marks, names or processes, it could create significant legal and operational challenges for us,
including the possibility of litigation, restrictions on our use of our existing business identifiers, and
potential rebranding costs. Defending claims relating to intellectual property rights, whether initiated
by us or against us, may be expensive, time-consuming, and could divert management’s attention
from the conduct of our core operations.
We may not be able to protect our intellectual property rights, including our trademark, after
receiving approval from Registrar of Trademarks, against third-party infringement and unauthorized
use of our intellectual property, including by our competitors. While there have been no instances of
infringement of the registered trademark recently acquired or inability to renew or delays in renewal
of the trademark in the past, however, we cannot assure you that such instances will not occur in the
future.
5. Our Company has low average employee base of 45 people in FY 25, 19 in FY 24 and 15 in FY 23 and
significant number of employees leave the company every year. The percentage of attrition ratio
reached nearly 50% in FY25 and our company weighted average attrition rate for the last three FYs
is 38.95% which is way higher than the industry attrition rate, which may adversely impact our
business operations, continuity and financial performance.
Our Company has witnessed elevated employee attrition rates over the past three fiscal years, which
may adversely impact our operational efficiency and execution capabilities. The following table sets
Page 29 of 465forth the details of the attrition rate for the period ended on December 31, 2025, and past three
fiscal years:
Average Number of No. of
Period Attrition rate
Employee during the year Employees left
For the period ended on December 31, 2025 91 9 9.94%
FY 2025 45 22 49.44%
FY 2024 19 7 36.84%
FY 2023 15 2 13.33%
Pursuant to certificate dated May 09, 2026, received from Statutory and Peer Review Auditor, M/S Keyur Shah & Associates,
Chartered Accountants.
Our Company currently operates with a small workforce, which may limit its ability to effectively
manage and expand its operations. As of March 31, 2025, the employees base of our Company was
low, and approximately 50% employees left our Company during FY 2025. Such significant increase
in our employee attrition rate may result in decreased operational efficiencies and productivity, loss
of market knowledge and customer relationships, and an increase in recruitment and training costs,
thereby materially and adversely affecting our business, results of operations and financial condition.
Our success depends on our ability to attract, hire, train and retain skilled employees. In the jewellery
manufacturing industry, the skilled employees are key competitive factor and an inability to recruit,
train and retain suitably qualified and skilled artisans could adversely impact our reputation, business
prospects and results of operations.
Although our Company undertaken initiatives to strengthen employee engagement and improve
retention, there can be no assurance that such efforts will be effective in reducing attrition to
acceptable levels. Continued high employee turnover may have a material adverse effect on our
business operations, financial condition, and results of operations.
6. We rely on limited number of suppliers and procure 88.27%, 76.55%, 73.15% and 82.93% of our
Raw Materials for the period ended on December 31, 2025 and for the Fiscal Years ended on March
31, 2025, 2024 and 2023 respectively from our Top 5 suppliers and 93.55%, 86.96%, 79.98% and
88.36% of our Raw Material from our top 10 suppliers for the period ended on December 31, 2025
and the Fiscal Years ended on March 31, 2025, 2024 and 2023 respectively. Any delay or disruption
in supply from these suppliers or any failure of us to maintain good business relations and
continued arrangements with such suppliers may adversely affect our results of operations and
financial condition.
Our raw materials are gold, diamond polki and other precious and semi-precious stones. We procure
our raw material through purchase orders and do not enter into any long-term agreements with our
suppliers. Consequently, our suppliers may not perform their obligations in a timely manner, or at
all, resulting in delays and adversely affecting our future commitments. While we have not
experienced any such material instances where our suppliers did not fulfill their obligations that
resulted in an adverse impact on our operations during the last three Fiscal Years, we cannot assure
you that such instances will not arise in the future.
We derived more than 93.55%, 86.96%, 79.98% and 88.36% of our total cost of raw materials from
our top 10 suppliers for the period ended on December 31, 2025 and for the fiscal years ended on
March 31, 2025, 2024 and 2023 respectively. The table below sets forth the cost of raw materials
sourced from our top five suppliers and top 10 suppliers during the respective period and fiscal years:
Page 30 of 465(₹ in Lakhs)
For the period ended For the Fiscal Year ended on March 31,
on December 31, 2025 2025 2024 2023
Particulars % of cost of % of cost % of cost of % of cost of
Amount material Amount of material Amount material Amount material
consumed consumed consumed consumed
Top 5 Suppliers 6,362.96 88.27% 11,053.71 76.55% 6,141.46 73.15% 3,359.13 82.93%
Top 10 Suppliers 6,743.19 93.55% 12,557.68 86.96% 6,714.13 79.98% 3579.05 88.36%
Pursuant to the certificate dated May 05, 2026, received from our Statutory and Peer Review auditor, Keyur Shah & Associates, Chartered
Accountants.
Note: For the period ended on December 31, 2025, our top 10 suppliers in terms of Raw Material Purchase are (i) SS Jewels India
Limited (ii) Mantr Jewels (iii) Khandelwal Metals (iv) Geeta Shyam Jewellers Private Limited (v) H Moolchand Jewellers (vi) Palsani
Jewellers Private Limited (vii) Raghav Jewels (viii) Sneha Jewels (ix) Kirthi Diamond Jewellery (x) Aanshi Diamond.
Our ability to remain competitive, control costs, and sustain profitability is dependent, in part, on
maintaining a stable and adequate supply of raw materials at acceptable prices. However, there can
be no assurance regarding the continued availability of such materials from our existing suppliers.
While we have not experienced any material shortages or disruptions in the supply of raw materials
that adversely impacted our operations in the last three Fiscal Years and stub period, any future
shortage or non-availability of raw materials may compel us to procure from alternative sources that
may not meet our established quality standards. This could result in a deterioration in product quality
and may adversely affect our business, results of operations, financial condition and cash flow.
In the event our suppliers are unable to provide us with the required quantity of raw materials, or if
we are unable to find the alternate suppliers on commercially acceptable terms, our ability to
manufacture our products in a timely manner will be adversely affected and we may not be able to
meet our obligations to supply our products. Our reliance on a select group of suppliers may also
constrain our ability to negotiate our arrangements with them, which may affect our profit margins
and results of operations.
7. Our business is subject to seasonal fluctuations and any decline in sales during peak seasons may
disproportionately impact our results of operations.
India’s gold Jewelry demand follows a well-defined seasonal cycle, closely linked to weddings,
festivals, and rural income patterns. Demand typically peaks twice a year. The first surge occurs
between April and June, driven by the summer wedding season and the auspicious festival of Akshaya
Tritiya, which boosts purchases in both urban and rural regions. The second, and generally longer,
peak spans September to January, supported by post-harvest income inflows, Diwali celebrations
(including Dhanteras), and the winter wedding season, all of which encourage heightened buying
activity. As a result, our financial performance during these periods disproportionately impacts our
overall results of operations and financial condition. The breakup of our quarterly revenues for the
period ended on December 31, 2025 and for the Fiscal Years ended on March 31, 2025, 2024 and
2023 are as under:
(₹ in lakhs)
Fiscal Quarter Revenue from Operations % of total revenue
April 01, 2025 Quarter 1 2,577.37 20.82%
to December Quarter 2 4,768.78 38.52%
31, 2025 Quarter 3 5,032.86 40.66%
Total 12,379.01 100.00%
Quarter 1 1,229.08 9.84%
Quarter 2 2,190.02 17.53%
2025 Quarter 3 3,084.71 24.69%
Quarter 4 5,989.92 47.94%
Total 12,493.73 100.00%
Quarter 1 777.32 11.19%
2024 Quarter 2 1,040.86 14.99%
Quarter 3 2,169.03 31.23%
Page 31 of 465Quarter 4 2,957.05 42.58%
Total 6,944.26 100.00%
Quarter 1 1,076.33 23.10%
Quarter 2 845.61 18.14%
2023 Quarter 3 1,421.37 30.50%
Quarter 4 1,317.10 28.26%
Total 4,660.41 100.00%
Pursuant to the certificate dated May 05, 2026, received from our Statutory and Peer Review auditor, Keyur Shah & Associates, Chartered
Accountants.
Any adverse developments during these key seasons such as weakened consumer sentiment, delays
in weddings or festivals, supply chain disruptions, regulatory changes, or inflationary pressures could
lead to a decline in seasonal sales. Unlike certain other industries, demand for high-end jewellery is
not easily recoverable during off-peak periods, and any shortfall in revenue during these high-
demand months may not be offset in subsequent quarters.
This seasonality also presents challenges in inventory management, as we are required to stock up
in anticipation of peak demand. Any misjudgment in forecasting consumer preferences or demand
levels could lead to excess or slow-moving inventory, which may increase our carrying costs and
require liquidation or melting of unsold pieces, resulting in losses. Conversely, underestimating
demand could lead to stockouts, missed sales opportunities, and customer dissatisfaction. Moreover,
seasonality contributes to fluctuations in our working capital requirements and cash flows. We may
experience higher outflows in advance of peak periods due to increased procurement and
production, while inflows may be delayed depending on the timing of actual sales and customer
payments. These timing differences can lead to cash flow volatility and impact our short-term
liquidity.
Although we are taking steps to diversify our product portfolio and spread sales more evenly
throughout the year, there can be no assurance that these efforts will sufficiently mitigate the risks
associated with seasonality. Any material decline in sales during peak seasons could have a significant
adverse effect on our business, results of operations, inventory turnover, and cash flows.
8. Our Company proposes to repay in full or in partial payment of sanctioned working capital facilities
of ₹ 4,075 lakhs from HDFC Bank Ltd ₹ 3,000 lakhs from ICICI Bank Ltd from the issue proceeds. The
working capital facilities from HDFC Bank Ltd were sanctioned in FY23 but were availed only for
limited period in FY24 and fully availed in FY25 only whereas ICICI Bank Ltd working capital facilities
were sanctioned and availed in FY25. Our intention to utilize a portion of the Issue Proceeds for
repayment of recently availed working capital facilities may not yield the anticipated benefits and
may expose us to refinancing and liquidity risks.
We propose to utilize a portion of the Issue Proceeds to repay our sanctioned working capital
facilities either in full or part payment, comprising of ₹ 4,075 lakhs from HDFC Bank Ltd. and ₹ 3,000
lakhs from ICICI Bank Ltd. The working capital facilities from HDFC Bank Limited were sanctioned in
FY 23 and were availed for limited period in FY 24 and fully availed in FY 25, whereas the working
capital facilities from ICICI Bank Ltd. were both sanctioned and availed in FY 25. The details of such
limits are as follows:
(Amount in Lakhs)
Original Outstanding Amount
S. Name of Renewal Disbursement Sanctione
Sanctioned Nature of Loan Rate of Interest amount as on Proposed to Tenure
No. Lender Date date d amount
Date 22.05.2026 be Repaid
24.08.2023
7.75 % Spread
11.06.2024
(2.50%) Linked 12
1 HDFC Bank 18.03.2023 29.07.2024 03.04.2023 Cash Credit 4,075.00 3,621.17 3,638.00**
With 3M Repo Months
16.07.2025
Rate
20.03.2026
5.25% Spread of
17.09.2025 Drop Down 2.65% linked 1,878.93 12
2 ICICI Bank 08.01.2025 27.01.2025 162.11 1,862.00
29.12.2025 Overdraft with 3M Repo Months
Rate
Page 32 of 465Original Outstanding Amount
S. Name of Renewal Disbursement Sanctione
Sanctioned Nature of Loan Rate of Interest amount as on Proposed to Tenure
No. Lender Date date d amount
Date 22.05.2026 be Repaid
Working Capital 5.50% Spread of
Demand Loan 2.45% linked 12
1,500.00
(Sublimit of with 3M Repo Months
Overdraft) Rate
Working Capital 5.50% Spread of
Demand Loan 2.45% linked 12
200.00
(Sublimit of with 3M Repo Months
Overdraft) Rate
5.50% The
Spread (2.95%)
12
Overdraft will be modified 0.59
Months
basis the 3M
3 ICICI Bank 08.01.2025 13.06.2025 27.01.2025 Repo Rate 1,000.00 1,000.00**
Working Capital 5.50% Spread of
Demand Loan 2.45% linked 12
990.00
(Sublimit of with 3M Repo Months
Overdraft) Rate
Total 6,473.87 6,500.00
*Micro and Small Enterprises, as per BCSBI guidelines, prepayment charges will not be levied if the said borrower is prepaying the floating rate loans.
**Amount proposed to be repaid has been given assuming the required utilization of sanctioned working capital limits
Since these facilities were recently availed, the early repayment of such borrowings may limit our
ability to optimize the intended utilization of these credit lines, and we may not realize the full
financial benefits typically associated with longer-term use of working capital limits. Further, once
repaid, we may need to seek fresh working capital lines in the future, and there is no assurance that
such facilities will be available to us on terms similar to or more favorable than our existing
arrangements. Any inability to secure timely and adequate working capital financing could adversely
affect our liquidity position, operational flexibility, and overall business performance.
9. Our inventory holding days were 199 days, 158 days and 91 days in Fiscal 2025, 2024 and 2023
representing 118% increase from Fiscal 2023 to Fiscal 2025. Also, the trade payable days were 39
days in FY 24 which significantly reduced to 7 days in FY 25. The sharp increase in inventory levels
coupled with a reduction in supplier credit exposes our Company to risks of liquidity constraints,
increased financing costs, and potential inventory obsolescence or valuation losses.
As a manufacturer of Kundan Polki jewellery, which involves intricate craftsmanship and the use of
multiple types of precious and semi-precious stones including diamond polki, emeralds, rubies,
sapphires and other embellishments, we are highly reliant on the efficient management of a diverse
and complex inventory. This inventory comprises raw materials (such as gemstones, gold, diamond
polki), work-in-process items, and finished goods. Any inefficiency in inventory management can
lead to production delays, excess or obsolete stock, stock-outs, or disruptions in order fulfilment, all
of which can adversely affect our business operations, customer satisfaction, and financial results.
During the last three fiscal years, our Company has experienced a significant increase in inventory
holding days and a reduction in trade payable days, which indicates a decline in the efficiency of
working capital management and an increase in the cost of operations. Set forth below are details
of our inventory holding days and trade payable days for the last three Fiscals:
(in days)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Raw Material 72 53 47
Work in Progress 8 - -
Finished Goods 119 105 44
Total Inventory Holding Days 199 158 91
Trade Payable 7 39 43
Note: 30 days in a month
The inventory holding days of our Company increased from 91 days in Fiscal 2023 to 199 days in
Fiscal 2025, primarily due to the nature of our business and the need to maintain a wide variety of
jewellery designs and styles to cater to the evolving preferences of our B2B customers, including
Page 33 of 465national retailers, regional retailers and family jewellers. In order to effectively serve the demands
of such customers and their end consumers, our Company has strategically increased both the
number of designs across product categories as well as the quantity of pieces maintained for each
design. Consequently, our inventory levels have increased significantly over the past three years.
Further, our products generally contain approximately 35% gold content and, accordingly, the steep
increase in gold prices has also resulted in a substantial increase in the value of inventory held by
our Company on a year-on-year basis. As a result of the increase in inventory levels and rising gold
prices, our inventory holding days increased significantly during the last three Fiscals.
Our trade payable days reduced from 43 days in Fiscal 2023 and 39 days in Fiscal 2024 to 7 days in
Fiscal 2025. The reduction in trade payable days was primarily attributable to higher utilization of
working capital facilities during Fiscal 2025. The working capital facilities from HDFC Bank Limited
were sanctioned in Fiscal 2023 but were availed only for a limited period during Fiscal 2024 and
substantially utilized during Fiscal 2025. Further, working capital facilities from ICICI Bank Limited
were sanctioned and availed during Fiscal 2025. The increased availability and utilization of such
working capital facilities enabled our Company to make payments to suppliers on an immediate
basis in order to avail better pricing and cost benefits on procurement of raw materials. As per
general market practices, purchases made on immediate payment basis generally attract more
favourable pricing as compared to purchases made on deferred credit terms. Accordingly, our trade
payable cycle reduced significantly during Fiscal 2025.
The increase in inventory holding days, coupled with a significant reduction in supplier credit,
exposes our Company to risks of liquidity constraints, increased financing and storage costs, and
potential inventory obsolescence or valuation losses. If these factors are not effectively managed,
they may adversely impact our cash flows, profitability, and overall operational efficiency.
10. We have had negative cash flows from operating activities and investing activities in the past.
Sustained negative cash flow could adversely impact our business, financial condition and growth.
We have experienced negative cash flows from operating activities and investing activities which are
set forth below as per the Restated Financial Statements:
(₹ in Lakhs)
For the period ended For the fiscal year ended on March 31
Particulars
on December 31, 2025 2025 2024 2023
Net cash flow (used in)/from operating activities 1,782.96 (3,697.69) (1,049.33) (277.35)
Net cash flow (used in)/ from investing activities (599.90) (1,326.38) (202.26) (6.96)
For further information, see “Restated Financial Information – Restated Statement of Cashflow for
the period ended on December 31, 2025” on page 270. The negative cash flow from operating
activities in past three fiscal years is primarily due to the working capital-intensive nature of our
business, where cash flow is significantly impacted by significant increase in working capital deployed
in the business. For details of the changes in the working capital with the reasons thereof please refer
“Objects of the Issue – Details of the Objects of the Issue – Brief explanation of significant
movements in major working capital components” on page 114.
Further, the negative cash flow from investing activities was due to purchase of the fixed assets.
Cash flow is a critical indicator of our ability to generate sufficient funds from operations to cover
capital expenditures, pay dividends, repay loans, and make new investments without resorting to
external financing. If we fail to generate adequate cash flow, it may negatively impact our business
operations and hinder our growth prospects. Negative cash flows over extended periods, or
significant negative cash flows in the short term, could materially impact our ability to operate our
business and implement our growth plans. There is no assurance that we may have positive operating
cash flows in some or any of the future years, which could materially adversely affect our business,
prospects, financial condition, cash flows, and results of operations.
Page 34 of 46511. We have derived 13.04%%, 9.85%, 10.92%, and 38.48% of our revenue from operations from our
top customer, 38.15%, 37.14%, 29.17%, and 66.89% from our top 5 (five) customers and 56.49%,
54.17%, 43.06% and 75.47% of our revenue from our top 10 (Ten) customers for period ended on
December 31, 2025 and for the fiscal years ended on March 31, 2025, 2024 and 2023 respectively.
The loss of one or more such customers, deterioration of their financial condition, any cancellation
or delay of orders or our inability to meet their expectations could adversely affect our business,
results of operations and financial condition.
Our customer base currently comprises of various national retailers, regional retailers and family
jewellers. We derive a substantial portion of our revenues from a limited number of customers. These
relationships have been built on our ability to provide a wide range of designs for our product offering
tailored to the needs of our clients by understanding market preferences.
Set out in the table below is the share of our top customers during the below mentioned periods:
(₹ In lakhs)
For the period ended on
Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31, 2025
Particulars % of revenue % of revenue % of revenue % of revenue
Amount from Amount from Amount from Amount from
Operations Operations Operations Operations
Top 1 1,613.81 13.04% 1,230.29 9.85% 758.27 10.92% 1,793.15 38.48%
Top 5 4,721.99 38.15% 4,640.40 37.14% 2,025.34 29.17% 3,117.10 66.89%
Top 10 6,992.82 56.49% 6,767.33 54.17% 2,990.05 43.06% 3,517.20 75.47%
Pursuant to the certificate dated May 05, 2026, received from our Statutory and Peer Review auditor, Keyur Shah & Associates, Chartered
Accountants.
Note: For the period ended on December 31, 2025, our top 10 customers are (i) GDK Jewels Private Limited (ii) Anuj Jewels (iii) TG Legacy
private Limited (iv) SS Jewels India Limited (v) Tatiwala Gehna (vi) Khurana Jewellery House (vii) Raghav Jewels (viii) Sneha Jewels (ix) L S
Enterprises (x) Palsani Jewellers Private Limited
Revenue from our top 10 customers contributed approximately 56.49%, 54.17%, 43.06% and 75.47%
of our total revenue for the period ended on December 31, 2025 and for the Fiscal Years ended on
March 31, 2025, 2024 and 2023, respectively. Consequently, our business is significantly dependent
on the continued patronage of these customers and we expect that we will continue to be reliant on
our top customers for the foreseeable future.
Except in certain cases, we generally do not enter into long-term contracts with our customers, and
our arrangements are primarily based on purchase orders received from time to time. Our
relationships with customers are largely dependent on our ability to consistently meet their
expectations in terms of price competitiveness, timely and efficient delivery, and consistent product
quality. There can be no assurance that we will continue to receive orders from these customers at
the same levels, or at all. Our customers may cancel, reduce, delay or postpone orders at their
discretion, with or without cause and without any significant contractual penalties. The loss or
reduction of sales to any of our key customers, whether due to the termination or non-renewal of
contracts, inability to negotiate acceptable renewal terms, loss of market share of these customers,
changes in product quality specifications, technological advancements, disputes, mergers or decline
in their sales, reduced or delayed customer orders, store closures, labour strikes, or other work
stoppages, could materially and adversely affect our business, operating results, financial condition,
and cash flows. Further, the volume and timing of sales to our top 10 clients may vary due to
variations in demand for such customers’ products. Thus, any decrease in the demand for our
products from our top 10 customers could adversely impact our business, results of operations,
financial condition and cash flow. These customers may also demand price reductions, set-off any
payment obligations, change their outsourcing strategy by moving more work in house, or replace
their existing products with alternative products which we do not supply.
Further, cancellations, delays, or reductions in customer orders or situations where anticipated
orders do not materialize, may lead to a mismatch between our raw material inventory and finished
goods, resulting in increased inventory holding costs. This, in turn, could negatively impact our
Page 35 of 465profitability and liquidity. Although we have not experienced any such instances of order
cancellations in the stub period and past three fiscal years, there is no assurance that such events
will not occur in the future. Moreover, in the event of surplus or excess production, we may be unable
to find alternative customers or buyers for such products. In such cases, we may be compelled to
incur losses. Excess inventory could become obsolete over time, and we may be required to melt and
reprocess these products, leading to additional costs.
12. Our Registered Office, Corporate Office, Manufacturing Facility, display center and Administrative
Office are located on premises which are occupied on leasehold basis. Any failure to comply with
the terms of these leases agreements, inability to renew existing agreements or enter into new
agreements on commercially favourable terms, or adverse regulatory developments, may
materially and adversely affect our business, results of operations and financial condition.
Our Registered Office, Corporate Office and our manufacturing facility are located on premises which
are held by us on leasehold basis. The table below provides leased details of our properties:
Annual Whether
S. Agreement Stamped/
Property Description Tenure Lease Rent Lessor/Owner Purpose related or
No. Type registered
(in Rs.) not
Plot No. 4, Flat No. 201,
01/02/2025
Second Floor, Pearl Premier, Lease Kiran Gilara and Corporate
1. to 6,55,200 Registered Yes
Jamna Lal Bajaj Marg, C- Agreement Deepa Gilara Office
31/03/2028
Scheme, Jaipur
Plot No. A-5, URMIL, Jamna Mr. Ramesh J.
Lal Bajaj Marg, C-Scheme, 01/03/2023 Dadhia, Mrs.
Lease Manufacturing
2. Near Civil Lines Railway to 23,94,624 Urmila Dadhia, Registered No
Agreement Facility
Crossing , Jaipur 28/02/2028 Mr. Bhavesh
Dadhia
Plot No. 4, Flat No. 301,
Prateek Gilara
Second Floor, Pearl Premier, Lease 01/04/2025 Registered
3. 10,20,000 and Abhishek Registered Yes
Jamna Lal Bajaj Marg, C- Agreement to 31.03.2028 Office
Gilara
Scheme, Jaipur
Plot No. 4, Ground Floor,
Pearl Premier, Jamna Lal
4. Girraj Prasad Display Centre
Bajaj Marg, C-Scheme, 01/07/2025
Lease Gilara and
Jaipur
Agreement
to 26,40,000
Gordhan Das
Registered Yes
Plot No. 4, Basement, Pearl 30/06/2030
Gilara Corporate
5. Premier, Jamna Lal Bajaj
Office
Marg, C-Scheme, Jaipur
We have entered into lease agreements for the Registered Office, Corporate Office, Manufacturing
Facility, display center and Administrative Office from which we conduct our operations. We cannot
assure you that we will be able to fully comply with all the terms and conditions of these agreements,
or that we will be able to renew such agreements or secure new agreements in the future on terms
favourable to us, or at all. Generally, our lease agreements allow the lessors to terminate the
agreement prior to its scheduled expiry in the event of our default, including non-compliance with
the terms or non-payment of rent beyond specified periods or after serving a notice period. Any
termination or non-renewal of these agreements may require us to relocate our operations. In the
event that we are required to vacate our current premises, we would be required to make alternative
arrangements for our office and facilities, and we cannot assure that the new arrangements will be
on commercially acceptable terms. If we are required to relocate our business operations during this
period, we may suffer a disruption in our operations or have to pay increased charges. While we have
not faced any such incidents in the past, any such incident in future could have an adverse effect on
our business, prospects, results of operations and financial condition. If we are unable to renew the
lease or relocate on commercially suitable terms, it may have a material adverse effect on our
business, cash flows, results of operation and financial condition. Further, our lease agreements may
not be adequately stamped or registered, and we may not be able to enforce them in a court of law
in case there is any dispute with a counter-party. While we have not faced such disputes in the past,
Page 36 of 465any such incident in future could have an adverse effect on us and we may not be able to utilize the
underlying property which may have an adverse effect on our business, prospects, results of
operations and financial condition.
13. We depend on Karigars for manufacturing of our Kundan Polki jewellery. As of April 30, 2026, we
had 35 Karigars employed in our manufacturing facility. If we fail to retain or engage such Karigars,
it may adversely impact our business, results of operations and financial condition.
As of April 30, 2026, we have employed 35 Karigars on our payroll, all of whom are engaged in the
in-house manufacturing of Kundan Polki jewellery. By employing all Karigars directly, we are able to
maintain stringent control over quality, ensure consistency in design execution, and align our
production capabilities with customer demand.
Our Karigars possess specialized skills in crafting traditional Kundan Polki jewellery and play a vital
role in our ability to offer diverse and intricate collections. The number of Karigars employed is
determined based on our production requirements, which in turn depend on the volume of orders
received from clients.
Despite this integrated model, we remain exposed to certain operational risks, including:
• Disruptions due to labour unrest, accidents, or natural calamities;
• Non-compliance with statutory requirements or regulatory directives;
• Changes in the financial or personal circumstances of Karigars affecting productivity;
• Sub-optimal performance or quality issues;
• Potential loss of skilled Karigars to competitors;
• Delays or quality deviations impacting customer satisfaction.
During the period ended on December 31, 2025 and for the Fiscal year ended on March 31, 2025,
2024, and 2023, we incurred expenses towards Karigars of ₹ 128.07 lakhs, ₹ 175.65 lakhs, ₹ 24.70
lakhs, and ₹ 53.95 lakhs, respectively, constituting 1.38%, 1.86%, 0.48%, and 1.58% of our total
expenses.
We have not experienced any significant challenges in retaining our Karigars during these periods.
However, there can be no assurance that such issues will not arise in the future. Any inability to retain
skilled artisans or deliver products that meet market expectations may adversely affect our business
operations, financial performance, and growth prospects.
14. Our property, plant and equipment increased 13 times in the past from ₹ 7.92 lakhs in FY2022-23
to ₹ 1,396.34 lakhs in FY 2024-25. If we are unable to sustain this increase in Property, plant and
equipment in future, our business, results of operations and financial condition may be adversely
affected.
Our Property, Plant and Equipment (“PPE”) increased 13 times in FY25 as compared to FY24, primarily
due to one-time capital expenditure of purchase of land for construction of our flagship store
aggregating to ₹ 1,297.30 lakhs. Such increase does not reflect recurring annual capital expenditure
and represents a strategic investment towards future capacity expansion, operational consolidation
and long-term growth. However, there can be no assurance that these investments will yield the
anticipated operational or financial benefits within expected timelines. The higher capital base may
require additional resources for development, construction and effective utilisation of such assets.
Any delay in implementation of expansion plans, inability to utilise the acquired land and
infrastructure efficiently, changes in market conditions, or slower-than-expected growth in
operations may impact returns on such investments. Further, if our growth projections do not
materialise as envisaged, the expected benefits from these capital investments may not be realised,
which could adversely affect our business, financial condition and results of operations. Accordingly,
the sharp increase in PPE in FY25 is attributable to a one-time strategic investment and is not
Page 37 of 465indicative of recurring annual capital expenditure levels, and similar magnitude increases in PPE may
not occur in future periods; the utilisation and returns from such investments will depend on the
Company’s future expansion and business growth.
15. We have significant working capital requirements which have historically been funded through
borrowings. 41.91%, 54.59%, 41.30% and 27.55% of the working capital requirements have been
funded through borrowings for the period ended on December 31, 2025 and for the fiscal years
ended on March 31, 2025, 2024 and 2023. Any inability to access adequate working capital loans
on commercially reasonable terms may adversely affect our business, financial condition and
results of operations.
Our business operations involve substantial working capital requirements, primarily finance trade
receivables, inventory and other current assets. These requirements have historically been funded
largely through borrowings. For details of our working capital requirements for the period ended on
December 31, 2025 and the fiscal years ended on March 31, 2025, 2024 and 2023, refer “Object of
the Issue- Details of the Objects of the Issue - Funding working capital requirement of our company”
on page 113.
Our working capital requirements for the period ended on December 31, 2025 and for the fiscal years
ending on March 31, 2025, 2024 and 2023 are as under:
(₹ in Lakhs)
S. No. Particulars December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
A. Current Assets
1. Inventory
− Raw Materials 1,689.57 2,564.84 1,135.63 500.69
− Finished Goods 7,914.65 7,865.80 3,356.04 540.98
− Work In Progress 298.16 293.27 - -
2. Trade Receivables 4,167.54 1,477.54 866.99 1,552.92
3. Advance to Suppliers 54.43 26.62 730.18 -
4. Other Financial and current assets 207.84 114.91 59.18 9.52
Total Current Assets 14,332.19 12,342.98 6,148.02 2,604.11
B. Current Liabilities
1. Trade payables 847.55 257.18 895.69 475.34
2. Advance from Customers 360.24 143.13 439.80 -
3. Other Financial and Current Liabilities 217.88 340.87 43.47 9.41
Total Current Liabilities 1,425.67 741.18 1,378.96 484.75
C. Working Capital Gap 12,906.52 11,601.80 4,769.06 2,119.36
D. Working Capital to Turnover Ratio 104.26% 92.86% 68.88% 45.48%
E. Means of Finance
1. External Borrowings
− Working Capital Limits from Banks
5,408.89 4,492.46 - -
and financial Institutions
− Short term borrowings from others
- 1,840.67 1,969.51 583.79
(Unsecured loans)
2. Net worth / Internal Accruals 7,497.63 5,268.67 2,799.55 1,535.57
Total 12,906.52 11,601.80 4,769.06 2,119.36
Pursuant to the CA Certificate dated May 08, 2026, received from our Statutory and Peer Review Auditor, M/S Keyur Shah and Associates,
Chartered Accountants
Our business operations are working capital intensive due to the characteristics of the jewellery
industry, where substantial funds are required for the procurement of raw materials such as gold,
diamond polki, and other precious stones, as well as for manufacturing, inventory holding, and
offering credit to customers. A significant portion of our capital is typically tied up in inventory and
receivable at any given point in time. As we scale our operations, expand our product offerings, and
increase our market presence, our working capital requirements are expected to grow further.
Page 38 of 465To meet these requirements, we have historically relied on a combination of internal accruals and
external borrowings, including working capital facilities from banks and financial institutions.
However, there can be no assurance that such financing will continue to be available to us in the
future, or that it will be available on terms and conditions that are commercially viable. Factors such
as changes in banking policies, rising interest rates, deterioration in our credit profile, tightening of
credit markets, or changes in macroeconomic conditions could adversely affect our ability to access
necessary funding in a timely manner. For further information regarding the working capital facilities
currently availed of by us, see “Financial Indebtedness” beginning on page 353.
In the event we are unable to meet our working capital requirements, we may face delays in
procurement of raw materials, inability to execute customer orders, or disruption in production
schedules, however we have not faced any such instances in the past 3 years and stub period. This
could result in loss of customer confidence, penalties under contractual obligations, and a negative
impact on our brand reputation. Additionally, to bridge any shortfall, we may be compelled to avail
short-term or high-cost borrowings, which could further strain our profitability and liquidity
position. Moreover, prolonged working capital constraints may also impact our ability to pursue
growth initiatives such as expansion into new markets, product innovation, and capacity
enhancement. This, in turn, could limit our competitiveness and adversely affect our long-term
business strategy. Accordingly, our inability to maintain adequate working capital or secure
additional financing on commercially reasonable terms, as and when required, could have a material
adverse effect on our business operations, financial performance, cash flows, and overall growth
prospects.
16. Our 2 promoters out of 4 promoters, namely Vipul Gilara and Krishan Vardhan Gilara, do not have
a formal higher educational degree as on the date of RHP, which may adversely affect stakeholder
perception and our brand image.
In accordance with the disclosure requirements stipulated under the SEBI ICDR Regulations, the brief
biographies of our Directors disclosed in the section “Our Management” include details of their
educational qualifications. Further, as disclosed in “Our Management -Brief Biographies of our
directors” on page 239-240, our Promoters, Vipul Gilara and Krishna Vardhan Gilara do not have a
higher educational degree. Vipul Gilara, our Whole-Time Director has passed his senior secondary
exam and has been associated with our Company since incorporation. He has relevant experience
in the industry in which our Company operates and Krishna Vardhan Gilara, our Non-Executive
Director has completed his senior secondary examination and is currently pursuing his
undergraduate studies. The absence of formal higher educational degrees by these Promoters may
be viewed unfavorably by certain investors or other stakeholders which may impact
our brand image.
17. Our revenue from operations has significantly increased from ₹ 4,660.41 Lakhs in FY 2022-23 to ₹
6,944.26 Lakhs in FY 2023-24 resulting in growth of over 49.02% (YOY). Similarly, our revenue from
operations has further increased from ₹ 6,944.26 Lakhs in FY 2023-24 to ₹ 12,493.73 Lakhs in FY
2024-25 leading to growth of 79.91% (YOY). Our revenue from operations from last three Fiscal
Years are increasing by Compounded Annual Growth Rate (CAGR) of 38.92%. If we are unable to
sustain or manage our revenue acceleration rate in future, our business operations may be
adversely affected, and this revenue acceleration rate may not be achievable in the future.
Our Company is engaged in the business of manufacturing and sale of handcrafted fine jewellery such
as Kundan, Polki, diamond and other studded pieces, wherein these stones are embedded in gold.
Kundan Polki jewellery has inherent artistic appeal and is among the most popular choices for bridal
jewellery and high-end designer jewellery customers.
Our Company’s jewellery is 100% handmade and requires skilled artisans or karigars for its
manufacture. Given the limited availability of such artisans, we face relatively limited competition in
the Indian market and are therefore able to capitalise on the growing demand for our products,
Page 39 of 465resulting in a CAGR of 38.92% in our revenue from operations.
The major contributors in our revenue from operations acceleration in (FY23-FY25) are as under:
a. Increase in number of customers in our portfolio with introduction of new products and
designs: Over the past three Fiscal Years, our company has successfully expanded the customer
base through effective marketing strategies and the introduction of new and improved products.
Our company was just dealing in 8 products in FY23 which increased to 21 products in FY25. This
increase in numbers of products has led to increase in numbers of customers as our company
was able to meet the demand of varied types of customers due to enhanced product design. Our
customer base increased from 96 customers in FY23 to 258 customers in FY25. This increase in
number of customers and products portfolio during the period has led to such a revenue
acceleration.
b. Continuous Increase in prices of gold over the period: Revenue growth during the period reflects
both volume-led growth, supported by higher production and an expanded customer reach, and
value-led growth due to an increase in average gold prices from ₹ 5,230 per gram in FY 2022–23
to ₹ 7,364 per gram in FY 2024–25. Gold generally constitutes 35% of the product value and,
therefore, the increase in gold prices resulted in higher overall pricing of our jewellery products
and contributed to the acceleration in revenue during the period from FY 2022–23 to FY 2024–
25.
The long-standing relationships with our customers from whom we are getting repeat orders and
favorable economic conditions, coupled with rising demand for our products created an environment
that allowed us to capitalize on market opportunities and enhance the revenue streams. Investments
in skilled artisans, stringent quality process and latest plant & machinery have led to improved
operational efficiency and scalability, enabling us to meet increasing demand effectively. For details
of the investment in quality process and plant & machinery please refer “Our Business - Quality
Control” and “Our Business - Plant & Machinery” on page 212 and 214 respectively. These combined
factors have significantly contributed to our substantial revenue growth in the past three Fiscal Years.
While we have experienced substantial operational revenue growth over the past three Fiscal Years,
we may fail to experience substantial operational revenue growth in the future if we fail to manage
several critical factors that have contributed to our past success. If we do not effectively capitalize on
the growing demand for our products, our revenue growth may stagnate or decline. Without
leveraging the favorable economic conditions and rising demand, we may miss market opportunities
that could enhance our revenue streams. Inadequate onboarding of new customers and ineffective
marketing strategies could hinder the expansion of our customer base. If we are unable to introduce
new and improved products, market saturation or increased competition, our market relevance could
diminish. Losing long-standing relationships with prominent jewellery stores would adversely affect
our market position. Inability to retain skilled artisans, non-adherence to established quality control
measures and insufficient investments in plant & machinery could lead to decreased operational
efficiency and scalability, making it difficult to meet increasing demand. Failing to address these
factors may prevent us from achieving the substantial revenue growth which we have experienced
in the past three fiscal years. Further, a market adverse economic condition, such as a recession or
economic slowdown, could reduce demand for our products and services, while inflationary
pressures could increase raw material costs, affecting profitability. Geopolitical uncertainties, such
as the resolution of the Russia-Ukraine conflict and the lifting of sanctions on Russia, could disrupt
market dynamics, supply chains, and commodity prices. Volatility in the prices of key raw materials
like gold, diamond and color stones could increase production costs and impact our profit margins.
Rapid changes in consumer preferences, shifting market trends and failure to broaden our product
portfolio could erode our competitive edge. Regulatory changes and compliance requirements could
increase operational costs and affect our business efficiency.
18. We derived 94.90%, 88.08%, 83.57%, and 89.99% of our total revenue from operations for the
period ended on December 31, 2025 and for the fiscal years ended March 31, 2025, 2024 and 2023
Page 40 of 465respectively from our top 5 products. Any adverse change in consumer demand, fashion trends,
pricing or competitive dynamics relating to these key products could materially impact our
business, financial condition and results of operations.
We have derived a significance portion of our revenue from the sale of our top 5 products namely
Necklace Sets, Chick Sets, Bracelets and Bangles, Earring sets and Pendant Sets. The details of
revenue generated from our top 5 products for the period ended on December 31, 2025, and for the
Fiscal Years ended on March 31, 2025, 2024 and 2023 are as follows:
(Amount in lakhs)
For the period ended on For the fiscal year ended on March 31,
December 31, 2025 2025 2024 2023
Particulars
% of total % of total % of total % of total
Amount Amount Amount Amount
revenue revenue revenue revenue
Necklace Sets 5,890.59 47.59% 3,869.03 30.97% 2,157.68 31.07% 1,490.66 31.99%
Chick Sets 2,414.82 19.51% 4,594.01 36.77% 2,292.77 33.02% 1,818.22 39.01%
Bracelets and Bangles 1,632.16 13.18% 1,209.03 9.68% 607.82 8.75% 418.97 8.99%
Earring sets 999.02 8.07% 363.00 2.91% 207.24 2.98% 140.03 3.00%
Pendant Sets 413.18 3.34% 605.01 4.84% 337.06 4.85% 233.00 5.00%
Total Revenue from Top 5
11,349.77 91.69% 10,640.08 85.17% 5,602.57 80.67% 4,100.88 87.99%
Products
Pursuant to the CA Certificate dated May 14, 2026, received from our Statutory and Peer Review Auditor, M/S Keyur Shah and
Associates, Chartered Accountants.
Our ability to diversify our product portfolio and successfully conceptualize, design and introduce
new jewellery collections in line with evolving customer preferences and market trends is critical to
mitigating the risks arising from our dependence on these products. While we continuously strive to
innovate through the introduction of new designs and customized offerings, there can be no
assurance that such newly designed products will achieve a level of market acceptance, consumer
preference, or profitability comparable to that of our existing core product categories.
Further, the jewellery industry, particularly the traditional and handcrafted Kundan Polki segment, is
heavily influenced by shifting consumer tastes, regional fashion trends, and festive or wedding
season demand. In the event that any of our leading product categories experience reduced
customer demand, increased competition or changes in pricing dynamics, our overall sales and
margins could be adversely affected.
19. We derive a substantial portion of our revenue from B2B sales which accounts for 82.60%, 81.63%,
66.01% and 87.30% of our total revenue for the period ended on December 31, 2025 and for the
fiscal years ending March 31, 2025, 2024 and 2023 respectively. Our major dependency on B2B
sales may adversely affect our business, results of operations, and financial condition.
Our company is engaged in the manufacturing of Kundan Polki Jewellery and our business model is
predominantly focused on B2B sales, with a smaller portion derived from B2C sales. The sector wise
revenue of our company for the period ended on December 31, 2025 and for the Fiscal Year ended
on March 31, 2025, 2024 and 2023 has been set forth in the table below:
(Amount in lakhs)
Category For the period ended
FY 2024-25 FY 2023-24 FY 2022-23
December 31, 2025
Net Sales (%) Net Sales (%) Net Sales (%) Net Sales (%)
B2B 10,201.59 82.41 % 9,795.64 78.40 % 4,381.53 63.10 % 4,068.43 87.30 %
B2C 2,152.80 17.39 % 2,295.11 18.37 % 2,360.37 33.99 % 591.98 12.70 %
Job Work 24.62 0.20 % 402.98 3.23% 202.36 2.91% - -
Total 12,379.01 100.00% 12,493.73 100.00% 6,944.26 100.00% 4,660.41 100.00%
Pursuant to the CA Certificate dated May 14, 2026, received from our Statutory and Peer Review Auditor, M/S Keyur Shah and Associates,
Chartered Accountants.
Our revenue is significantly concentrated in the Business-to-Business (B2B) segment, which continues
to be the primary driver of our financial performance. For the Fiscal year ended March 31, 2025, B2B
sales contributed ₹ 10,198.37 lakhs, representing 81.63% of our total revenue, as compared to ₹
4,583.89 lakhs representing 66.01% in FY 2024 and ₹ 4,068.43 lakhs representing 87.30% in FY 2023.
Page 41 of 465The remaining revenue was derived from the Business-to-Consumer (B2C) segment, which accounted
for 18.37%, 33.99% and 12.70% of total revenue in the respective years.
We have a strong presence in the Business-to-Business (“B2B”) segment, supported by our well-
established network of dealers, wholesalers and retailers, which has facilitated market expansion
and enhanced brand visibility and therefore a substantial portion of our revenue is derived from B2B
sales. Accordingly, we are subject to risks arising from fluctuations in wholesale demand, dependence
on the limited number of bulk purchasers, variations in order volumes and differences in payment
and credit cycles. While we have not experienced any such instances during the last three fiscal years
and the stub period, any reduction in demand from key B2B customers, loss of major clients or
adverse developments in the wholesale jewellery market could have a material adverse effect on our
business, financial condition and results of operations.
To mitigate this concentration risk, our Company is increasing its focus on expanding the B2C
segment through participation in trade fairs, exhibitions and direct sales channels, thereby aiming to
diversify its customer base and create a more balanced revenue mix. Further to strengthen our retail
network our Company is setting up one flagship store in Jaipur City which will showcase our brand
and set the standard for customer experience and store design across all franchise outlets. However,
these initiatives are at a developing stage, and there can be no assurance that the B2C segment will
contribute significantly to our revenue in the near future. Accordingly, our Company’s financial
performance will continue to depend predominantly on the performance of its B2B operations and
there can be no assurance that we will be able to successfully mitigate these risks or diversify our
revenue base in the future.
20. Any lapses in quality control or disruptions at our manufacturing facilities could adversely impact
our business, brand reputation, financial condition and results of operations.
We carry out the entire manufacturing process for Kundan Polki jewellery at our own facility and do
not rely on third-party manufacturers. The nature of our products, particularly handcrafted Kundan
Polki pieces, involves intricate designs and the use of multiple types of precious and semi-precious
stones, including diamond polki, rubies, emeralds, and other materials. Given this complexity,
maintaining high-quality standards throughout the manufacturing cycle is critical to our brand
reputation and customer satisfaction.
We have implemented a multi-stage quality control process that begins with the inspection of raw
materials, continues through various phases of production, and concludes with the final quality
assessment of finished products. At the raw material stage, our team verifies the authenticity and
quality of gold and gemstones to ensure compliance with both internal design specifications and
statutory standards. During the production process, quality control checks are performed at key
intervals to ensure that each product conforms to the intended design, maintains structural
integrity, and meets aesthetic expectations. Upon completion, every finished piece undergoes final
inspection to identify and rectify any flaws, such as loose stones, imperfect finishes, or
inconsistencies in workmanship. Despite these robust quality control measures, we cannot assure
that every product will precisely match its design specifications or meet the highest possible quality
standards at all times. Given the detailed and handcrafted nature of our jewellery, minor variations
or defects may occur, which could lead to customer dissatisfaction or impact the perceived value of
our products in the market.
Our quality control systems depend heavily on the expertise and vigilance of our skilled personnel.
Any lapse in judgment, oversight, or procedural weakness in our quality assurance process could
result in substandard products reaching the market. While we have not experienced any significant
quality failures to date, there can be no assurance that such incidents will not occur in the future.
Any such event could result in negative publicity, product returns, customer complaints, or
reputational damage, each of which may have a material adverse effect on our brand image,
customer loyalty, and financial performance. In addition to quality control risks, our operations are
Page 42 of 465exposed to potential disruptions at our manufacturing facility. As all production activities are
centralized, any unscheduled, unplanned, or prolonged interruption due to factors such as
equipment failure, power outages, fire, shortage of skilled labour, industrial disputes, natural
disasters, or other unforeseen circumstances could adversely impact our ability to fulfill orders in a
timely manner. Such disruptions may lead to delays in delivery, increased operational costs, or lost
sales opportunities, thereby affecting our revenue and profitability.
Furthermore, as we grow and scale operations, the complexity of managing production volumes
while ensuring consistent product quality will increase. If we fail to upgrade, expand, or adapt our
quality assurance systems in line with evolving business needs, we may face higher rejection rates,
inefficiencies, or supply chain bottlenecks. Accordingly, any failure to maintain effective quality
control or any disruption in our manufacturing operations could materially and adversely affect our
business operations, brand reputation, financial condition, and results of operations. Although no
such material instances have occurred in the past, there can be no assurance that such events will
not arise in the future.
21. Failure to respond effectively to evolving consumer preferences, shifting market trends, or to
broaden our product portfolio could negatively impact our business operations, financial
performance and overall condition.
Our continued success largely depends on the creativity and responsiveness of our design team in
recognizing and shaping emerging product and market trends. They must quickly understand and
adapt to rapidly shifting consumer preferences across diverse regions in India, each with distinct
tastes and demands that can be difficult to predict. We cannot guarantee that demand for our
jewellery, distributed through national and regional retailers, family jewellers, and direct consumers
will consistently grow, or that we will be able to continuously deliver fresh, appealing designs that
resonate with evolving customer expectations. Should we fail to keep pace with these changes, it
could lead to a decline in sales.
Consumer choices related to gold and other precious materials, including diamond polki and semi-
precious stones, play a significant role in influencing our sales volumes. Preferences are shaped by
various factors such as festive seasons, bridal trends, promotional efforts by the fashion industry
favoring metals like silver or platinum over gold, perceived value for money, and shifting attitudes
towards alternative luxury items.
The jewellery market itself is evolving due to factors like economic growth, globalization, and
changing consumer tastes. For example, there has been growing interest in lighter and studded gold
bridal jewellery, partly driven by higher gold prices. To stay competitive, we must regularly introduce
innovative designs that meet customer demand across different segments. We closely track designs
that move slowly in the market and recycle such inventory by melting the products, incurring a loss,
but recovering the raw material to create new styles that have better prospects.
We offer both our own designs and allow customers to customize or supply their own designs,
providing flexibility in product offerings. However, if we or our customers are unable to respond
promptly and effectively to changing market demands and trends, it may lead to reduced revenue.
Although we have not experienced any material adverse impact on our revenue, business
operations, or financial performance due to such factors during the last three financial years and the
stub period, our inability to adapt to evolving consumer preferences and market dynamics in the
future may materially and adversely affect our business, financial condition, and results of
operations.
22. Significant fluctuations or sustained increase in the price of gold may adversely affect our business,
operations and profit margins and financial condition.
Gold constitutes a key raw material in the manufacturing of our Kundan Polki jewellery and
Page 43 of 465fluctuations in gold prices directly influence our cost of production, working capital requirements and
overall profitability. Over the past three fiscals, gold prices have increased significantly, rising from
₹5,230.00 per gram in Fiscal 2023 to ₹6,101.00 per gram in Fiscal 2024 and further to ₹7,364.00 per
gram in Fiscal 2025 and ₹11,829 per gram for the period ended December 31, 2025, driven by factors
such as global economic volatility, inflationary trends, currency fluctuations, geopolitical
developments and changes in import duties and other regulatory measures. In addition, gold prices
are generally denominated in U.S. dollars and therefore fluctuations in the INR/USD exchange rate
may further impact our procurement costs.
Although our jewellery products comprise multiple materials and craftsmanship elements, gold
represents approximately 35% of the material value of our products, making our operations sensitive
to fluctuations in gold prices. Any further increase or sustained high prices of gold may materially
increase our raw material costs and adversely affect our margins. Conversely, any sharp decline in
gold prices may adversely impact the valuation of our inventory and profitability. We do not currently
have any hedging policy in place and therefore remain fully exposed to adverse movements in gold
prices and related currency fluctuations.
Further, rising gold prices may adversely affect consumer demand for jewellery products. India’s
overall gold jewellery consumption declined from 610 tons in CY 2022 to 575.8 tons in CY 2023 and
further to 563.4 tons in CY 2024, reflecting weakening demand amid sustained increases in gold
prices. Although our Kundan Polki jewellery caters to a niche and premium market segment,
consumer sentiment towards gold remains an important factor influencing purchasing decisions.
Significant or prolonged increases in gold prices may lead customers to reduce, postpone or defer
discretionary purchases, shift towards lighter or lower-value jewellery or reduce spending on
premium jewellery categories such as ours. Any reduction in consumer demand may adversely affect
our sales volumes, order inflows, inventory turnover and revenue generation.
Additionally, higher gold prices may lead to increased working capital requirements and inventory
carrying costs, which could adversely affect our liquidity and cash flows. For further details please
refer “Risk Factor No. – 2 – Our inventory holding increased significantly from ₹ 1,041.67 Lakhs in
Fiscal 2023 to ₹ 4,491.67 Lakhs in Fiscal 2024 and further to ₹ 10,723.91 Lakhs in Fiscal 2025.
Further, inventory constituted 36.38%, 68.99%, 85.07% and 68.68% of our total current assets as of
March 31, 2023, 2024 and 2025 and December 31, 2025, respectively. Inventory also represented
22.35%, 64.68%, 85.83% and 79.99% of our revenue from operations for Fiscal 2023, 2024 and 2025
and the period ended December 31, 2025, respectively, while our inventory holding days were 91
days, 158 days, 199 days and 154 days for the corresponding periods. The high level of inventory
maintained by us exposes us to risks associated with inventory management, demand forecasting,
valuation, carrying costs and supply chain disruptions, which may adversely affect our working
capital requirements, liquidity, profitability and overall financial condition” on page 26-28. Our
inventory holding increased from ₹1,041.67 Lakhs in Fiscal 2023 to ₹4,491.67 Lakhs in Fiscal 2024 and
further to ₹10,723.91 Lakhs in Fiscal 2025. Similarly, inventory holdings as a percentage of total
current assets increased from 36.38% in Fiscal 2023 to 68.99% in Fiscal 2024 and further to 85.07%
in Fiscal 2025. Maintaining such high levels of inventory exposes us to significant holding costs and
risks associated with adverse price movements in gold.
While we seek to mitigate the impact of gold price volatility through inventory management,
procurement planning, periodic price revisions, sourcing optimization and product mix adjustments,
there can be no assurance that we will be able to effectively pass on increased costs to customers or
successfully manage fluctuations in demand. If we are unable to effectively manage the impact of
volatility or sustained increases in gold prices, our business, margins, cash flows, results of operations
and overall financial condition may be adversely affected.
23. Our debt-to-equity ratio has increased from 0.32 in FY 2022-23 to 0.60 in FY 2023-24 and further
increased to 1.29 in FY 2024-25, reflects rising financial risk which may limit future borrowings and
adversely impact our working capital and financial stability.
Page 44 of 465Our Company has a relatively high and rising debt-to-equity ratio, which indicates an increasing
dependence on external borrowings to support our operations and growth plans. The trend in our
debt-to-equity ratio over the last three fiscal years and stub period is set out in the table below:
Debt-Equity Ratio
Name Of Company
For the period ended on December 31, 2025 2024-25 2023-24 2022-23
Advit Jewels Limited 0.78 1.29 0.60 0.32
Pursuant to certificate dated May 09, 2026, received from Statutory and Peer Review Auditor, M/S Keyur Shah & Associates, Chartered Accountants
A sustained increase in leverage heightens our fixed financial obligations, including interest and
principal repayment, and may constrain our ability to raise additional capital or obtain further
borrowings on favourable terms. Higher indebtedness may also reduce our financial flexibility, limit
our capacity to absorb business or economic shocks and restrict the resources available for capital
expenditure or expansion. Any delays, volatility or shortfalls in our operating cash flows could impair
our ability to service existing borrowings, comply with applicable debt covenants, or meet our
ongoing working capital requirements in a timely manner. Furthermore, elevated leverage exposes
us to greater sensitivity to fluctuations in interest rates and broader industry or economic downturns,
any of which could materially and adversely affect our business operations, financial condition, and
overall results of operations.
Further, one of the objects of the Issue is repayment and/or prepayment, in full or in part, of certain
outstanding working capital borrowings availed by our Company. The repayment of such borrowings
from the Net Proceeds is expected to reduce our outstanding indebtedness, improve our debt-to-
equity ratio and reduce related interest costs. In addition, utilisation of a portion of the Net Proceeds
towards funding working capital requirements may reduce our dependence on external borrowings
over time and strengthen our overall capital structure through infusion of equity. However, there can
be no assurance that such measures will be sufficient to adequately mitigate the risks associated with
higher leverage or future funding requirements.
24. The agreements governing our indebtedness contain conditions and restrictions on our operations,
additional financing, and capital structure.
As of May 22, 2026, our total sanctioned secured borrowings from Banks are ₹ 8,163.93 Lakhs and
outstanding borrowing of ₹ 7,512.00 Lakhs. For details of our total sanctioned borrowings and
outstanding balances, please see chapter titled “Financial Indebtedness - Secured Borrowings” on
page 353.
We have availed various borrowing facilities from banks for different terms and tenures, which are
governed by formal financing agreements. The financing agreements with banks contain customary
conditions and restrictive covenants that, among other things, require us to obtain prior consents,
no-objection certificates or waivers from lenders before undertaking specified actions. These include,
inter alia, incurring additional indebtedness, prepaying existing borrowings, declaring dividends,
incurring capital expenditure beyond specified limits, amending our constitutional documents,
altering our capital structure, shareholding pattern or management, and selling, leasing, transferring
or otherwise disposing of secured assets.
Although we have taken the consent of our lenders for undertaking activities in relation to our Initial
Public Offering, undertaking any of the above without the consent of our lenders or non-compliance
with any of the covenants of our financing agreements, constitute defaults under the relevant
financing agreements and will entitle the respective lenders to declare a default against us and
enforce remedies under the terms of the financing agreements, that include, among others,
acceleration in repayment of the amounts outstanding under the financing agreements, enforcement
of any security interest created under the financing agreements and taking possession of the assets
given as security in respect of the financing agreements. For details of consent from our lenders in
relation to our Initial Public Offering, please see “Objects of the Issue- Details of the Objects of the
Issue- Repayment/pre-payment, in full or in part, of certain outstanding borrowings availed by our
Page 45 of 465Company from scheduled commercial banks” on page 123-125.
Further, we cannot assure you that we will be able to obtain necessary approvals to undertake any
of these activities as and when required or to comply with such covenants or other covenants in the
future. Any default by us under the terms of any financing agreement may also trigger a cross-default
under some of our other financing agreements, or any other agreements or instruments of our
containing cross-default provisions, which may individually or in aggregate, have an adverse effect
on our operations, financial position and credit rating. If the lenders of a material amount of the
outstanding loans declare an event of default simultaneously, we may be unable to pay its debts
when they fall due.
Additionally, we are required to comply with certain financial covenants, including maintaining
specified inventory margins, adequate insurance cover on hypothecated assets, and creation of liens,
among others. Our hypothecated assets include inventories such as raw materials, semi-finished and
finished goods, consumables, spares, and other movable current assets, including book debts, bills,
and receivables, both present and future. We have also mortgaged certain immovable properties,
including residential properties of our Promoters, to secure such borrowings. There can be no
assurance that we will be able to comply with all financial and other covenants, or obtain timely
consents required for actions critical to the growth and operation of our business, however, we have
not experienced any material defaults, breaches of covenants, or delays in obtaining such consents
in the past three fiscal years and the stub period. Moreover, any increase in interest rates could lead
to higher borrowing costs, which may adversely affect our business, financial condition, results of
operations and future prospects. Our ability to meet repayment obligations and refinance existing
debt will depend on our ability to continue generating adequate cash flows from operations, which
cannot be assured.
25. We have entered into certain related party transactions in the ordinary course of our business and
we cannot assure you that such transactions will not have an adverse effect on our results of
operations and financial condition.
In the ordinary course of our business, we have entered and will continue to enter into transactions
with related parties. For details regarding our related party transactions, see “Restated Financial
Information—Note 42 - Restated Statement of Related Party Transactions” on page 307-309. These
transactions include, inter alia, remuneration, salary, unsecured loan granted or accepted, rent
expenses, sales and purchase transactions, etc.
Further, details of related party transactions in each period of in respect of the total transactions of
a similar nature for the period ended on December 31, 2025 and for the Fiscal Years ended on March
31, 2025, 2024 and 2023 are set out below:
(Amount in lakhs)
Fiscal Period ended on
Fiscal Year ended on 2025 Fiscal Year ended on 2024 Fiscal Year ended on 2023
December 31, 2025
Amount Amount Amount Amount
S. % of total % of total % of total % of total
Nature of Transaction involved in involved in involved in involved in
No. transactions transactions transactions transactions
transactions transactions transactions transactions
of similar of similar of similar of similar
with related with related with related with related
nature nature nature nature
parties parties parties parties
Remuneration to
1 72.00 100.00% 96.00 100.00% - - - -
Directors^
2 Salary to Employees^^^ 45.25 19.60% 4.80 2.54% - - - -
3 Unsecured Loan Taken^^ 41.68 100.00% 4,123.41 100.00% 4,186.09 100.00% 873.00 100.00%
➢ From Directors 0.04 0.19% 3,209.52 77.84% 3,354.24 80.13% 126.00 14.43%
➢ From SMP - - 239.72 5.81% - - - -
➢ From Group Companies 41.60 99.81% 92.60 2.25% 746.00 17.82% 650.00 74.46%
➢ From Promoter Group - - 581.57 14.10% 85.85 2.05% 97.00 11.11%
Unsecured Loan given to
4 - - - - 730.00 100.00% - -
Promoter Group^^
5 Interest on Loan@ 33.49 7.23% 249.62 44.54% 37.41 57.39% 12.92 100.00%
➢ To Directors 26.36 5.69% 159.03 28.38% - - 4.98 38.55%
➢ To SMP 0.77 0.17% 4.62 0.82% - -
➢ To Group Companies 3.74 0.81% 72.33 12.91% 37.41 57.39% 7.65 59.21%
Page 46 of 465Fiscal Period ended on
Fiscal Year ended on 2025 Fiscal Year ended on 2024 Fiscal Year ended on 2023
December 31, 2025
Amount Amount Amount Amount
S. % of total % of total % of total % of total
Nature of Transaction involved in involved in involved in involved in
No. transactions transactions transactions transactions
transactions transactions transactions transactions
of similar of similar of similar of similar
with related with related with related with related
nature nature nature nature
parties parties parties parties
➢ To Promoter Group 2.62 0.57% 13.64 2.43% - - 0.29 2.24%
6 Rent Paid to Directors@@ 25.78 58.87% 10.06 30.61% 9.14 30.85% 8.32 100.00%
Sale of Kundan Meena
7 Polki Jewellery to M/s - - 1,104.06 8.84% - - 1,793.15 38.48%
Rambhajo*
Purchase from M/s
8 - - 1,692.59 11.72% 530.50 6.32% 180.65 4.46%
Rambhajo**
➢ Gold Purchase - - 1,479.26 10.24% 80.89 0.96% - -
➢ Silver Purchase - - - - - - - -
➢ Precious Stones
- - - - 70.55 0.84% - -
Purchase
➢ Semi-Precious Stones
- - - - 0.08 0.00% - -
Purchase
➢ Diamond Purchase - - 213.33 1.48% 378.98 4.52% 180.65 4.46%
Purchase from M/s
9 182.00 100.00% - - - - - -
Rambhajo***
➢ Intangible Assets 182.00 100.00% - - - - - -
Pursuant to the CA Certificate dated May 14, 2026, received from our Statutory and Peer Review Auditor, M/S Keyur Shah and Associates, Chartered Accountants
* % calculated with total revenue from operations
** % calculated with total purchases
*** % calculated with intangible assets
****% of total assets
^% of Total remuneration to directors
^^%age of total unsecured loan taken
@%age of total interest paid on short term and long-term loans
@@%age of total rent paid
^^^ of Total remuneration to directors and salary paid to employees
While all related party transactions that we have entered into are conducted on an Arms’ Length
Basis in accordance with the Companies Act, 2013 and other applicable regulations pertaining to the
evaluation and approval of such transactions. Any related party transactions that we may enter into
post-listing will also be subject to requisite approvals of the Board, Audit Committee and/or
shareholders, as applicable, in accordance with the Companies Act, 2013 and the SEBI Listing
Regulations. However, there can be no assurance that such transactions, whether individually or in
aggregate, will not have an adverse effect on our business, financial condition, results of operations,
cash flows or prospects. Further, any future-related party transactions may involve potential conflicts
of interest, which could be detrimental to our Company. There can be no assurance that our directors
or executive officers will be able to effectively address or mitigate such conflicts, if any arise in the
future.
For more details, see “Restated Financial Information – Note 42- Related Party Disclosures” on page
307-309.
26. Our Promoters, directors and certain members of the Promoter Group are engaged in businesses
similar to or related to our line of business, and the absence of non-compete arrangements with
most of such entities may give rise to conflicts of interest and increased competition, which could
adversely affect our business, financial condition and results of operations.
Our Promoters, directors and certain members of the Promoter Group are associated with, and may
in the future continue to be associated with, entities operating in businesses similar to or related to
the business carried on by our Company. Such associations may include shareholding interests,
directorships, management roles, advisory positions or other financial and strategic involvements.
Further, following individuals and entities forming part of our Promoter Group are engaged in the
jewellery business and related activities, which may be regarded as common pursuits with our
Company:
(i) Krishna Das Jaju; (ii) Deepak Jaju; (iii) Abhishek Gilara; (iv) Gordhan Das Gilara; (v) Girraj Prasad
Gilara; (vi) M/s Rambhajo Diamonds; (vii) M/s Rambhajo’s; (viii) M/s Shree Aashrya Emerald; (ix) M/s
Shree Aashrya Gold; (x) M/s Shree Aashrya Ruby; (xi) M/s Jaju Fine Gems Corporation; and (xii) M/s
Jaju Art Diamonds.
Page 47 of 465As on the date of this Red Herring Prospectus, our Promoters, namely Prateek Gilara, Nitin Gilara and
Vipul Gilara, hold interests in our Promoter Group entities, M/s Rambhajo’s and M/s Rambhajo
Diamond, which were previously engaged in a line of business similar to that of our Company. To
mitigate potential conflicts of interest, our Company has entered into Non-Compete Agreements
with both entities. Pursuant to the non-compete agreement entered into with M/s Rambhajo’s dated
April 01, 2025, M/s Rambhajo’s has agreed, inter alia, not to engage in the manufacturing of jewellery
and jewellery-related products, although it may continue trading in jewellery. Further, pursuant to
the non-compete agreement entered into with M/s Rambhajo Diamond dated May 01, 2025, M/s
Rambhajo Diamond has agreed, inter alia, not to undertake any new business activities or make any
new purchases for the purpose of trading in jewellery and jewellery-related products from the date
of such agreement, and to dispose of its existing inventory solely for the purpose of facilitating closure
of operations. Accordingly, as on the date of this Red Herring Prospectus, M/s Rambhajo’s and M/s
Rambhajo Diamond are not undertaking business activities similar to those carried on by our
Company.
Except for the aforesaid Non-Compete Agreements with M/s Rambhajo’s and M/s Rambhajo
Diamond, neither our Company nor our Promoters have entered into non-compete arrangements
with any other members of the Promoter Group.
Further, our Promoters belong to a family of jewellers with longstanding involvement in the jewellery
industry, and several extended family members are independently engaged in similar businesses.
While the scale and nature of operations of such entities may differ from those of our Company and
they may not be our direct competitors, certain of these entities operate in Jaipur, Rajasthan, where
our manufacturing facility and retail showroom are located. Accordingly, our retail operations may
face competition from such entities operating in the same geographic region.
While our Promoters and Directors are required to act in good faith and in the best interests of our
Company, we cannot assure you that their obligations towards our Company will always prevail over
their interests in other entities. Business opportunities, market intelligence, industry relationships,
customer connections, supplier relationships and specialised knowledge available to our Promoters
or Directors through their association with our Company may also be accessible to, or utilised by,
such other entities. Any actual or perceived conflict of interest, failure to effectively manage such
conflicts, diversion of business opportunities, or increased competition from such entities may
adversely affect our corporate governance practices, strategic decision-making, business operations,
reputation, competitive position, financial condition and results of operations.
27. A major part of our total revenue from operations is generated from the States of Maharashtra,
Rajasthan and Gujarat which accounts for 50.03%, 60.20%, 58.31% and 75.97%, of our total
revenue from operations for the period ended on December 31, 2025 and for the Fiscal Years ended
on March 31, 2025, 2024 and 2023 respectively. Any adverse developments affecting our
operations in such region, could have an adverse impact on our business, financial condition, results
of operations and cash flows.
The sales of our products is majorly generated from the states of Rajasthan, Maharashtra and
Gujarat. The following table sets forth our revenue from operations from Rajasthan, Maharashtra
and Gujarat for the period ended on December 31, 2025, and for the Fiscal Years ended on March
31, 2025, 2024 and 2023:
(Amount in Lakhs)
For the period ended on
S. 2024-25 2023-24 2022-23
State December 31, 2025
No.
Amount % of revenue Amount % of revenue Amount % of revenue Amount % of revenue
1. Rajasthan 4,426.73 35.76% 3,441.24 27.54% 1,395.09 20.09% 1,981.04 42.51%
2. Maharashtra 1,382.03 11.16% 3,079.70 24.65% 1,584.78 22.82% 420.87 9.03%
3. Gujarat 385.24 3.11% 1,000.26 8.01% 1,069.27 15.40% 1,138.36 24.43%
Total 6,194.00 50.03% 7,521.20 60.20% 4,049.14 58.31% 3,540.27 75.97%
Pursuant to the CA Certificate dated May 05, 2026, received from our Statutory and Peer Review Auditor, M/S Keyur Shah and Associates, Chartered
Accountants
Page 48 of 465Due to the geographic concentration of the sale of our products in Maharashtra, Rajasthan and
Gujarat, our operations are susceptible to local and regional factors, such as economic and weather
conditions, natural disasters, demographic changes, and other unforeseen events and circumstances.
Consequently, any significant social, political or economic disruption, or natural calamities or civil
disruptions in this region, or changes in policies of the state or local governments or the government
of India or adverse developments related to competition in this region, may adversely affect our
business, results of operations, financial condition and cash flows. While we have not experienced
any of the above adverse situations that had an adverse impact on our business operations and
financial conditions in the past, we cannot assure you that these adverse situations will not arise in
the future.
28. We derive 98.44%, 85.27%, 90.94% and 82.25% of our revenue from our owned designs for the
period ended on December 31, 2025, and for the fiscal years ended on March 31, 2025, 2024 and
2023 respectively. Fluctuations in customer preferences, changing market trends, or a slowdown in
demand could adversely impact on our sales and profitability.
Our company is engaged in the manufacturing of Kundan Polki Jewellery. We offer both our own
designs and allow customers to customize or supply their own designs, providing flexibility in product
offerings. The breakup of owned design and customize design revenue of our company has been set
forth in the table below:
(Amount in lakhs)
For the period ended on For the year ended For the year ended For the year ended
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Particulars % of Revenue % of Revenue % of Revenue % of Revenue
Amount from Amount from Amount from Amount from
Operations Operations Operations Operations
Owned Designs 12,185.40 98.44% 10,653.86 85.27% 6,315.01 90.94% 3,833.40 82.25%
Customize Design 171.52 1.39% 1,437.09 11.51% 423.46 6.10% 827.01 17.75%
Customize Design (Job Work) 22.09 0.18% 402.78 3.22% 205.79 2.96% - -
TOTAL 12,379.01 100.00% 12,493.73 100.00% 6,944.26 100.00% 4,660.41 100.00%
Pursuant to the CA Certificate dated May 9, 2026 received from our Statutory and Peer Review Auditor, M/S Keyur Shah and Associates,
Chartered Accountants.
Fluctuations in customer preferences, changing market trends, or a slowdown in demand for either
segment could adversely impact on our sales and profitability. While we have not experienced any
material adverse impact from such factors in the past, we cannot assure you that similar situations
will not arise in the future. Overreliance on customized orders may lead to operational challenges,
longer production cycles, and increased costs, while dependence on own designs may expose us to
the risk of inventory obsolescence. Any imbalance or sudden shift in demand between these
segments could affect revenue stability and growth.
29. Our Company, certain Promoters, Directors and Key Managerial Personnel are involved in certain
legal and regulatory proceedings. Any adverse decision in such proceedings may have a material
adverse effect on our business, financial condition, cash flows, and results of operations.
There are outstanding legal and regulatory proceedings involving our Company, certain Promoters,
Directors and Key Managerial Personnel, which are pending at different levels of adjudication before
various forums. Such proceedings could divert the management’s time and attention and consume
financial resources in their defense or prosecution. The amounts claimed in these proceedings have
been disclosed to the extent that such amounts are ascertainable and quantifiable and include
amounts claimed jointly and severally, as applicable. Any unfavourable decision in connection with
such proceedings, individually or in the aggregate, could adversely affect our reputation, business,
financial condition, and results of operations.
The summary of outstanding legal proceedings involving our Company, Promoters, Group
Companies, Directors, Key Managerial Personnel and Senior Managerial Personnel, as on the date of
this Red Herring Prospectus is set out below:
Page 49 of 465Disciplinary actions Aggregate
Statutory or Material
Criminal Tax by the SEBI or Stock amount
Name of Entity Regulatory Civil
Proceeding Proceeding Exchanges against involved
Proceedings Litigation**
our Promoters (₹ in Lakhs) *
Company
By the Company Nil Nil Nil NA Nil Nil
Against the Company Nil Nil Nil NA Nil Nil
Promoters
By our Promoters 1 Nil Nil Nil 33 Nil
Against our Promoters 2 1 Nil Nil 2 340.04
Directors (Other than Promoters)
By our Directors Nil Nil Nil NA Nil Nil
Against our Directors 1 1 Nil NA Nil 0.04
Key Managerial Personnels
By our KMPs Nil NA Nil NA NA Nil
Against our KMPs Nil NA Nil NA NA Nil
Senior Managerial Personnels
By our SMPs Nil NA Nil NA NA Nil
Against our SMPs Nil NA Nil NA NA Nil
*To the extent quantifiable and ascertainable.
**As per Materiality Policy.
Further, there is no litigation involving our Group Company which may have a material impact on our
Company.
As per the above table, two criminal proceedings are pending against our Promoters and one criminal
proceeding is pending against our directors (other than Promoters). Brief details of these proceedings
are provided below:
S.
Against Case Name Court Details of the case
No.
A FIR was registered by our Promoter, against Bharuram
1. Rakesh Haritwal Vs. Jat and Rakesh Haritwal pertaining to alleged act of
State of Rajasthan cheating, criminal breach of trust, and forgery in relation
Our High Court of
[CRLMP/7948/2023] to several plots allotted to our Promoter in the scheme
1. Promoter, Rajasthan at
2. Bharuram Jat Vs. launched by Bharuram Jat and Rakesh Haritwal.
Nitin Gilara Jaipur Bench
State of Rajasthan Subsequently, Bharuram Jat and Rakesh Haritwal filed
[CRLMP/6905/2023] two separate criminal petitions for quashing of the FIR,
in which our Promoter is also a party.
Court of A FIR was registered by Smt. Manju Rao for rash driving
Additional and endangering life or personal safety. Our Director has
State Government Vs.
Our Director, Chief Judicial been added as a party to this suit in his capacity as the
Yogendra Singh and
2. Divyank Magistrate, registered owner of the vehicle involved in the incident
Divyank Bader [Cr. Reg.
Bader Jaipur and is charged under Sections 146 and 196 of the Motor
Case 6343/2025].
Metropolitan – Vehicles Act, 1988 for alleged contraventions related to
I, Jaipur insurance and permit obligations.
As per the above table, no material civil litigation is pending against the Company or its Directors
(other than Promoters). With respect to the Promoters, a total of 33 material civil litigations filed by
the Promoters and 2 filed against the Promoters are currently pending. Of these 35 material civil
litigations pertaining to the Promoters, the amount in dispute is quantifiable in only 1 matter. Brief
details of the said top civil litigation, in terms of the amount involved, is provided below:
Amount
S.
Case name Court involved Details of the case
No.
(in lakhs)
Court of Civil A civil suit has been filed by Bharuram Jat against our
Bharuram Jat Vs. Nitin Judge, Jaipur Promoter, Nitin Gilara, seeking permanent injunction for
1. Gilara [Civil case no. Metropolitan – 340.00 title over several plots purchased for Rs. 3,40,00,000/-
604 of 2023] I, Sanganer, by our Promoter in the scheme Haritwal City-D
Jaipur developed by Bharuram Jat. Bharuram Jat contends that
Page 50 of 465Amount
S.
Case name Court involved Details of the case
No.
(in lakhs)
the plots were reserved for EWS and LIG categories. In
response to this, our Promoter filed written statement
stating these plots were validly sold to him upon
payment of full consideration.
For further details of matters mentioned hereinabove, refer to the chapter “Outstanding Litigation
and Material Developments” beginning on page 358.
Furthermore, our Promoter, Prateek Gilara is involved in 1 non-material civil litigation involving an
amount of Rs. 38.18 Lakh which is below the Materiality Threshold.
We cannot assure you that any of these matters will be settled in favour of our Company, Promoters,
or Directors, respectively, or that no additional liability will arise out of these proceedings. An adverse
outcome in any of these proceedings may have an adverse effect on our business, financial position,
prospects, results of operations, and our reputation.
30. Our Promoters and Directors are involved in certain criminal, material civil and tax litigations. Any
adverse decision in such proceedings may have a material adverse effect on our reputation and
may divert management attention.
There are outstanding legal and regulatory criminal, material civil and tax proceedings involving our
Promoters and Directors which are pending at different levels of adjudication before various forums.
The amounts claimed in these proceedings have been disclosed to the extent that such amounts are
ascertainable and quantifiable and include amounts claimed jointly and severally, as applicable. With
respect to our Promoters, currently, 3 criminal proceedings, 33 civil material litigations and 1 tax
proceeding involving amount aggregating to ₹ 340.04 lakhs are pending. With respect to our directors
(other than Promoters), currently, 1 criminal proceeding and 1 tax proceeding involving amount
aggregating to ₹ 0.04 Lakhs are pending. For further details, see chapter “Outstanding Litigation and
Material Developments” beginning on page 358. We cannot assure you that any of these matters
will be settled in favour of our Promoters and Directors, respectively. While no liability will arise on
the Company out of these proceedings, any unfavorable decision in connection with such
proceedings, individually or in aggregate, could adversely affect our reputation and could divert the
management’s time and attention.
31. Our Director, Divyank Bader is a party to criminal proceeding arising out of FIR No. 1044/2024 filed
at Mansarovar, Jaipur. Any adverse outcome in such proceeding may have a material adverse
effect on our business, reputation, and operations.
A FIR no. 1044/2024 was registered at Mansarovar, Jaipur against our Independent Director, Divyank
Bader, pursuant to a complaint filed by Smt. Manju Rao for rash driving and endangering life or
personal safety. The FIR has been subsequently converted into the case Cr. Reg. Case 6343/2025,
which is pending for adjudication before Court of Additional Chief Judicial Magistrate, Jaipur
Metropolitan – I, Jaipur. The vehicle involved in the accident was driven by Yogendra Singh, and our
Director has been added as a party to this suit in his capacity as the registered owner of the vehicle
and is charged under Sections 146 and 196 of the Motor Vehicles Act, 1988 for alleged contraventions
related to insurance and permit obligations. The details of the matter are disclosed under heading
“Litigation against our Directors” in “Outstanding Litigation and Material Developments” on page
362-363. Any adverse order, penalty, or other unfavourable outcome may result in reputational
harm, or other regulatory or legal consequences which could adversely affect the business operations
of the Company temporarily and reputation of the Company.
32. In the past, we have obtained the approvals required under environmental laws in relation to our
Page 51 of 465manufacturing unis with certain delay. Any such failure to comply with environmental laws and/or
the terms and conditions of approvals issued under such environmental laws and regulations could
subject us to penalties and other regulatory actions, impact our ability to obtain or renew such
approvals in a timely manner/ at all and may also adversely affect our ability to operate our units
and consequently affect our results of operations.
We are subject to environmental, health and safety regulations in the ordinary course of our
business. If we fail to comply with such environmental laws and regulations in relation to the
operation of our manufacturing units or if we fail to obtain or renew approvals or comply with the
terms and conditions of such approvals under these environmental laws and regulations, we may
be subject to imposition of penalties or other consequences including shut down of our
manufacturing units.
In relation to the manufacturing unit of our Company, we have obtained (i) consent to establish
(“CTE”) and (ii) consent to operate (“CTO”) issued under the provisions of Water (Prevention and
Control of Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981 and the
Environment (Protection) Act, 1986 from the Rajasthan State Pollution Control Board with a delay
of approx. 5 years. Furthermore, since our Company was operating at a higher production capacity
at its manufacturing unit than the permitted capacity as per the CTE and CTO issued dated April 09,
2025, and April 09, 2025, respectively. Thereafter, we made applications for revision of the said
approvals, highlighting the increased production capacity at which we were operating, and we have
received the approvals with increased production capacity on November 14, 2025, and November
17, 2025. For details, see “Government and Other Approvals – Material Approvals in relation to
our Business” on page 365-366.
While no actions have been taken in relation to such violations by the Rajasthan State Pollution
Control Board, we may, in the future, be subjected to regulatory actions for such violations including
closure of our manufacturing units, imposition of penalties and other penal actions against our
Company and key personnel, which may have a negative impact on our business, reputation, results
of operations and cash flows. Further, any failure to comply with environmental laws and/or the
terms and conditions of approvals issued under such environmental laws and regulations could also
impact our ability to obtain or renew the approvals with respect to our manufacturing unit in a
timely manner or at all and may also adversely affect our ability to operate our units and
consequently affect our results of operations. Further, environmental approvals are generally
subject to ongoing compliance in the form of monitoring, audit and reporting norms, among others,
under central environmental regulations and rules. We are committed to adhere to such ongoing
compliances and continuous engagement with regulatory authorities to minimize the risk of
penalties, operational disruptions or reputational impact. For details, see “Government and Other
Approvals” beginning on page 365.
33. We do not register our jewellery design under the Designs Act, 2000 and we may suffer a loss of
income if our designs are duplicated by our competitors. Moreover, we are susceptible to litigation
arising out of infringement of copyright of designs. This could materially and adversely affect our
reputation, results of operations and financial condition.
The jewellery industry is subject to rapid and unpredictable changes in fashion trends and customer
preferences. As of April 30, 2026, we have a jewellery designing team of 7 members responsible for
introducing new and innovative designs for our jewellery.
We change our jewellery designs on a regular basis and do not register such designs under the Design
Act, 2000. As a result, we face the risk that competitors could copy or partially duplicate our designs,
thereby eroding our competitive advantage and potentially causing a loss of income. Without
registration, our ability to enforce our rights and prevent unauthorised use of our designs is limited,
and our efforts to detect or prevent such copying may be inadequate. Further, we engage Karigars
for the production and manufacturing of our products. While we control and supervise the entire
Page 52 of 465manufacturing process, Karigars could make the same or similar jewellery for other parties, including
our competitors, which could negatively impact our results operations and financial condition.
Furthermore, we may be subject to litigation for alleged copyright or intellectual property
infringement either by third parties or arising from our own designs. While no such instances have
occurred in past, we cannot assure you that such instances will not arise in the future. Litigation or
claims of infringement regardless of their merits could result in significant legal costs, disrupt our
business operations, and divert management’s attention from our core business activities. Any
adverse outcome or settlement of such claims could materially affect our results of operations,
financial condition, and future prospects.
34. Under-utilization of our manufacturing capacity could adversely affect our future financial
condition and operational performance.
Our Company’s manufacturing facilities have not been fully utilised historically, primarily due to the
time lag between jewellery manufacturing and actual sales. Further we operate in handcrafted
Kundan Polki jewellery segment where production is driven by design complexity and fine
craftsmanship rather than volume. Hence, we are not able to fully utilize our capacity. Each piece is
individually conceptualised, designed, and produced by skilled artisans, often requiring significant
time to achieve the desired precision and quality. As a result, the pace of production is influenced
more by design complexity and craftsmanship requirements. Given, the nature of our business, there
is often a significant gap between production and the realization of sales. As a result, the Company
has adopted a gradual approach to increasing the utilisation of its installed manufacturing capacity
in line with the corresponding growth in sales. The details of capacity utilisation at our manufacturing
unit are as follows:
For the period ended on
Particulars FY 2024-25 FY 2023-24 FY 2022-23
December 31, 2025
Annual Capacity Installed (in Kg.) 400.00 400.00 400.00 400.00
Actual production (in kg.) 86.308 183.438 172.072 88.654
Capacity Utilisation (%) 21.58% 45.86% 43.02% 22.16%
Pursuant to the certificate dated December 31, 2025 by Pawan Sut Sharma, Chartered Engineer having registration number CAT-
VIII/40/PCCIT/Tech./JPR/2016-17.
The capacity utilisation and efficiency figures above reflect our deliberate strategy to align production
with market demand. These historical figures should not be considered indicative of future utilisation
levels, which will continue to depend on factors such as sales growth, inventory management, and
market conditions. There is no assurance, however, that our Company will be able to fully or
effectively utilise the installed capacities of its manufacturing units in the future. Any prolonged
underutilization could result in higher fixed costs per unit, reduced profitability, and inefficiencies in
operations, which may adversely affect our financial condition and results of operation.
35. Certain secured loan facilities availed by our Company have been backed by personal and corporate
guarantees from our Promoters and members of our Promoter Group. Any default in repayment by
our Company may result in enforcement of such guarantees, which could adversely affect our
Promoters and consequently, our business and operations.
As of May 22, 2026, the secured borrowings aggregating to ₹ 8,163.93 lakhs have been sanctioned
by banks to our Company. In connection with these borrowings, our promoters, namely Nitin Gilara,
Prateek Gilara, Vipul Gilara and Krishna Vardhan Gilara and the members of our Promoter Group
namely Giriraj Prasad Gilara, Gordhan Das Gilara and Abhishek Gilara have provided their personal
guarantee and Janak Nandini Buildwell Private Limited and Rambhajo Buildcon Private Limited have
provided the corporate guarantee in securing the aforesaid borrowings. These guarantees are a key
condition for the continuation of such credit facilities.
We have not defaulted in the repayments of principal and interest and have Debt Service Coverage
Ratio in relation thereto of 26.33 times as on March 31, 2025. Any delay or default by us in servicing
Page 53 of 465such debt obligations, whether due to financial constraints or otherwise, could result in lenders
invoking these guarantees. In the event any of these guarantees are withdrawn or revoked, our
lenders may demand alternative security arrangements, cancel the existing facilities, or require
immediate repayment of the outstanding amounts. If we are unable to arrange alternative
guarantees acceptable to our lenders, we may be compelled to seek additional sources of capital.
Such capital may not be available on commercially reasonable terms, or at all. Alternatively, we may
have to accept more restrictive or burdensome terms under revised financing agreements, which
could limit our financial and operational flexibility. Any revocation or withdrawal of the guarantees
by our Promoters, and the resulting consequences, could have a material adverse effect on our
business, financial condition, results of operations and future prospects.
36. There have been discrepancies in filings with the Registrar of Companies (RoC) and other non-
compliances under the Companies Act in the past, which may result in penalties.
Our Company has, in the past, experienced delays in filing certain forms and returns with the RoC,
including instances where revisions were made to previously filed forms. Additionally, there have
been certain clerical errors and procedural non-compliances, some of which may not be rectifiable
under applicable laws. While we have taken steps to address these issues, we cannot assure that the
RoC or any other regulatory authority will not initiate inquiries, impose penalties, or take other
regulatory action against us or our officers for such past non-compliances.
Any such proceedings or penalties, including those arising from continued delays or inadvertent
lapses in future filings, may result in additional financial liabilities beyond statutory late filing fees
and may adversely affect our cash flows. We cannot assure you that similar instances will not recur
in the future or that we will not be subjected to further penalties or regulatory scrutiny. We have
outlined below few instances of delays for the period ended on December 31, 2025, and for the Fiscal
Years ended on March 31, 2025, 2024 and 2023 and till the date of this RHP, occurred in our
regulatory filings with the RoC:
Date of Delay Reason for
Description of the Form Due Date Penalty
Filing Days delay
AOC- 4 Form for filing financial Our Company has paid an
Due to
statement and other documents 29.10.2022 16.11.2022 18 additional fee of Rs. 1800/-
Technical Error
with the Registrar for FY 21-22 for the delayed filing.
Further, there is no assurance that such discrepancies will not occur in the future, and we may still
be subject to regulatory actions or penalties, which could adversely affect our business operations
and financial position. However, there could be an impact on our reputation, regulatory standing or
operational results.
37. Instances of delays in payment of employee-related statutory dues in the past may expose us to
regulatory action, including imposition of penalties.
Our Company has, in the past, experienced certain delays in remitting employee-related statutory
dues, including contributions towards provident fund, gratuity, and bonus, within the timelines
prescribed under applicable labour laws along with delays in filing of GST returns. While all such dues
have subsequently been paid and there has been no continuing default or forfeiture, such delays may
be construed as non-compliance with applicable statutory requirements. As on the date of this Red
Herring Prospectus, no regulatory proceedings have been initiated against us in this regard. However,
there can be no assurance that the relevant authorities will not initiate inquiries or proceedings or
impose penalties for such past delays, which may result in financial impact on our Company.
The details of the delays are as follows:
Page 54 of 465(Amount in Lakhs)
For the period ended
Fiscal 2025 Fiscal 2024 Fiscal 2023
on December 31, 2025
Particulars No. of No. of No. of No. of
Amount Amount Amount Amount
Instances Instances Instances Instances
delayed delayed delayed delayed
of delay of delay of delay of delay
The Employees Provident Fund
and Miscellaneous Provisions Act, - - 1 0.025 - - - -
1952
Employee State Insurance Act,
- - 4 0.277 3 0.155 - -
1948
GSTR-1 (GST Act, 2017) - - - - - - - -
GSTR- 3B (GST Act, 2017) - - - - 1 0.001 1 0.004
Income Tax Act, 1961 (TDS on
- - - - - - - -
Salary)
We cannot assure you that going forward we will be able to make payment of our statutory dues in
a timely manner or at all, which could result in penal or other regulatory action including payment of
interest on the delay in payment of statutory dues, which could adversely affect our business and
our results of operations and financial condition.
38. We are required to obtain, renew or maintain certain statutory and regulatory permits and
approvals required to operate our business and if we fail to do so in a timely manner or at all and
our business, financial conditions, results of operations and cash flows may be adversely affected.
Our operations are subject to government and statutory regulations, and we are required to obtain
and maintain a number of licenses, registrations, permits, consents and approvals under various
central, state and local laws to carry on our business. While we have, in all material aspects, obtained
the requisite approvals, licenses, registrations and permits necessary for our operations, there may
be instances where we may have failed to apply for, delaying in applying for or not obtained certain
approvals that may be applicable to us. Any such non-compliance or breach could result in penalties
or other regulatory actions being imposed on our Company, which may have an adverse effect on
our business, financial condition, results of operations and cash flows.
We have obtained registration and are in compliance with the applicable provisions of the
Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 and the Employees’ State
Insurance Act, 1948 for our Registered Office. However, these registrations are currently obtained
for our Registered Office and we are yet to update the details of our Corporate Office, Manufacturing
Facility and Display Centre under the relevant registrations. Any delay or non-compliance in updating
or obtaining necessary registrations for such addresses under applicable labour laws may attract
penalties, lead to regulatory scrutiny, or result in other legal consequences, which could adversely
affect our business operations, financial condition, and reputation.
We are required to apply for renewals of certain approvals, licenses, registrations, and permits from
time to time upon their expiry, or obtain fresh approvals as may be necessary in the ordinary course
of our business. While we generally endeavor to make such applications within the prescribed
timelines, there can be no assurance that the requisite approvals will be granted or renewed in a
timely manner, or at all. Any delay or inability in obtaining or renewing such approvals could
adversely impact our operations.
Further, approvals, licenses, and permits are often granted at the discretion of the relevant
authorities and are subject to periodic renewal. There can be no assurance that the relevant authority
will issue approval or renew expired approvals within the applicable time period or at all. Any delay
in receipt or non-receipt of such approvals, licenses, registrations and permits could adversely affect
our related operations. Further, under such circumstances, the relevant authorities may initiate
penal action against us, restrain our operations, impose fines/ penalties or initiate legal proceedings
Page 55 of 465for our inability to renew/obtain approvals in a timely manner or at all.
39. If we are unable to collect our receivables from our clients, our results of operations and cash flows
could be adversely affected.
The trends in cash collection, as measured by the number of days outstanding, significantly influence
our cash receipts and, consequently, our overall cash flow. Typically, an increase in bad debts or the
aging of receivables necessitates greater utilization of operating working capital and results in higher
interest expenses. The following table details our trade receivables and the allowance for doubtful
debts as of the specified dates:
(₹ in Lakhs)
For the period ended
Particulars 2024-25 2023-24 2022-23
on December 31, 2025
Less than 6 months 3,756.62 1,277.42 638.51 1,552.92
6 months - 1 year 262.77 19.46 102.15 -
1 – 2 years 137.32 117.53 35.72 -
2 – 3 years 40.49 95.65 - -
More than 3 years 19.31 - - -
Total 4,216.51 1,510.06 776.38 1,552.92
Less: Expected Credit Loss (48.97) (32.52) (18.88) (1.29)
Net Total 4,167.54 1,477.54 757.50 1,551.63
Pursuant to the CA Certificate dated May 05, 2026, received from our Statutory and Peer Review Auditor, M/S Keyur Shah
and Associates, Chartered Accountants
We typically bill and collect payments within one to two month period. If we experience an increase
in the time to bill and collect for our services, our working capital and cash flows could be adversely
affected. Actual losses on client balances could differ from those that we anticipate and as a result
we might need to adjust our provisions. Macroeconomic conditions could lead to financial difficulties
for our customers, including insolvency or bankruptcy. Such situations could cause customers to
delay payments, request modifications to their payment arrangements that could increase our
receivables balance, or default on their payment obligations. While we have not faced such situations
in the past 3 years and stub period, we cannot guarantee that future delays or defaults by our clients
will not adversely affect our cash flows, potentially impacting our results of operations and financial
condition.
40. Our management will deploy net proceeds from the Issue pending utilization for Objects to Issue in
scheduled commercial banks and there is no assurance that the objects of the Issue will be achieved
within the time frame expected. Any variation in the utilisation of the Net Proceeds in terms as
disclosed in the Red Herring Prospectus would be subject to certain compliance requirements,
including prior shareholders’ approval.
We intend to use the Net Proceeds of the Issue for (i) Funding incremental working capital
requirements of our Company; (ii) Repayment or prepayment, in full or in part of certain outstanding
borrowings availed by our Company from schedule commercial banks; and (iii) General corporate
purposes. The deployment of Net Proceeds is based on management estimates, current
circumstances of our business and prevailing market conditions and has not been appraised by any
bank, financial institution or other independent institution. We may have to revise our funding
requirements and deployment from time to time due to various factors, such as changes in costs,
financial and market conditions, business and strategy considerations and interest and exchange rate
fluctuations or other external factors, which may or may not be within the control of our
management. This may entail rescheduling and revising planned expenditure and funding
requirements and increasing or decreasing expenditures for a particular purpose from planned
expenditures at the discretion of our management and subject to applicable law. Accordingly,
investors in Equity Shares will be relying on the judgment of our management regarding the
application of Net Proceeds. The application of Net Proceeds in our business may not lead to an
increase in the value of your investment.
Page 56 of 465Further, we have appointed a monitoring agency for monitoring the utilization of Gross Proceeds in
accordance with Regulation 41 of the SEBI ICDR Regulations and the monitoring agency will submit
its report to us on a quarterly basis in accordance with the SEBI ICDR Regulations.
In accordance with Section 27 of the Companies Act, 2013, we cannot undertake any variation in the
utilization of the Net Proceeds or in the terms of any contract as disclosed in this Red Herring
Prospectus without obtaining the Shareholders’ approval through a special resolution. In the event
of any such circumstances that require us to undertake variation in the disclosed utilization of Net
Proceeds, we may not be able to obtain the Shareholders’ approval in a timely manner, or at all. Any
delay or inability in obtaining such Shareholders’ approval may adversely affect our business or
operations.
Further, our Promoters would be required to provide an exit opportunity to the shareholders who
do not agree with our proposal to change the objects of the Issue or vary the terms of such contracts,
at a price and manner as prescribed by SEBI. Additionally, the requirement on Promoters to provide
an exit opportunity to such dissenting shareholders may deter the Promoters from agreeing to the
variation of the proposed utilization of Net Proceeds, even if such variation is in our interest. This
may restrict our ability to respond to any change in our business or financial condition by re-deploying
the unutilized portion of the Net Proceeds, if any, or varying the terms of any contract, which may
adversely affect our business and results of operations.
Various risks and uncertainties, including those set forth in this section “Risk Factors”, may limit or
delay our efforts to use the Net Proceeds to achieve profitable growth in our business. For details
see, “Objects of the Issue” beginning on page 111.
41. Our business strategies and expansion plans may be subject to various unfamiliar risks and may
not be successful.
Our business strategies include enhancing our financials capabilities to facilitate the expansion of our
business operations, continued focus on creative designs, geographic expansion across India and
deepen customer relationship. For further details, see “Our Business—Our Business Strategies” on
page 207-208. While these strategies are central to our long-term growth plans, their execution
involves several inherent risks.
Enhancing our financial capabilities may require us to take on additional debt or dilute equity, which
could increase our financial leverage and expose us to higher interest and repayment obligations.
There is also a risk that the funds raised may not yield the expected returns if our expansion plans do
not materialize as anticipated. Furthermore, in pursuing geographic expansion, we may face
challenges such as unfamiliarity with local markets, regional regulatory differences, difficulty in
establishing brand recognition in new territories, and competition from established local players.
Our continued focus on creative designs also involves significant dependence on skilled designers
and artisans. There is a risk that we may not consistently succeed in predicting or responding to
rapidly changing consumer preferences, which could impact product acceptance and sales.
Additionally, failure to protect our designs or intellectual property may dilute our brand value and
allow competitors to imitate our offerings.
Efforts to deepen customer relationships require sustained investment in customer service, loyalty
programs, and marketing initiatives. If these efforts fail to result in increased customer retention or
higher sales conversion, the resources allocated may not generate adequate returns. We have not
faced any lapses in customer service or data protection in the past which could adversely affect
customer trust and our reputation.
Page 57 of 465Overall, while these strategies are designed to strengthen our market position and drive sustainable
growth, there can be no assurance that we will be able to implement them successfully or that they
will lead to the desired business outcomes. Any failure in execution could materially and adversely
affect our business, financial condition, results of operations, and prospects.
42. Jewellery purchases are discretionary and often perceived as luxury purchases. Any factor
negatively impacting discretionary spending by end-consumers may adversely affect our business,
results of operations, financial condition and prospects.
Jewellery purchases are largely influenced by the discretionary spending power and disposable
income of end-consumers. In India, several factors impact such spending, including the cultural
importance of jewellery during weddings and festivals, overall economic sentiment, employment
levels, inflation, interest rates, taxation and gold prices.
Fluctuations in any of these factors may influence consumer behaviour and purchasing decisions.
An economic slowdown or uncertainty whether in our key markets, future expansion regions, or
globally could reduce consumer spending and footfall, thereby adversely affecting our business
performance. Broader macroeconomic conditions such as unemployment, inflation or deflation, real
disposable income, interest and tax rates, currency volatility, stock market performance, credit
availability, consumer debt levels and overall confidence in the economy are beyond our control.
Any material change in these factors can alter consumer behaviour and purchasing decisions. For
example, an economic slowdown or heightened uncertainty whether in our core markets, regions
targeted for future expansion, or the global economy may lead to reduced discretionary spending
and lower footfall in retail outlets. Such conditions can directly and adversely affect our sales
performance and may materially impact our financial condition, results of operations and future
prospects.
Our Company does not directly appoint or engage any influencers or celebrity personalities. We only
enter into product handling agreements with a marketing agency i.e., Elan Communications, which
further engages celebrities. The Company had entered into only two product handling agreements
with Elan Communications prior to the filing of the DRHP and all other agreements have been
entered with Elan Communications after the date of filing of the DRHP.
Since our Company does not enter into agreements directly with the concerned celebrities, we
cannot disclose their identities in the public documents without obtaining their prior written
consent. Additionally, we also confirm that we have not received any adverse or negative publicity
up to the date of filing the RHP that could have any impact on its business operations.
43. The insurance coverage is 319.68% of the Net Tangible Assets of our Company for the year ended
on December 31, 2025 which may not be adequate to protect against all potential losses arising
from our business operations.
We have obtained a Jewellers Comprehensive Protection Policy in connection with our operations
covering risks of stock in premises, stock in custody of the insured & specified persons, stock in
transit, fidelity guarantee and money in transit and insurance policy for buildings, furniture, fittings
and fixtures covering risks against fire, earthquake and terrorism. Our insurance coverage as % of
total insurable assets were 316.01%, 69.42%, 136.57% and 224.13% as on December 31, 2025,
March 31, 2025, March 31, 2024 and March 31, 2023 respectively. For further information, see “Our
Business- Insurance” on page 220. The table below sets forth our total insurance coverage as of the
dates indicated:
Date of Sum Insured Premium
Name of Policy Insurance Provider Policy Number Coverage
Expiry (₹ in Lacs) (₹ in Lacs)
Comprehensive Protection
Jewellers Bajaj Allianz General
OG-25-1401- August 07, (stock in custody, stock in
Comprehensive Insurance Company 19,500 5.16
4097-00000030 2026 transit, stock in premises,
Protection Policy Limited
fidelity guarantee, money in
Page 58 of 465Date of Sum Insured Premium
Name of Policy Insurance Provider Policy Number Coverage
Expiry (₹ in Lacs) (₹ in Lacs)
transit)
Jewellers Bajaj Allianz General
OG-26-1401- August 07,
Comprehensive Insurance Company Terrorism damage cover 12,000 1.92
9930-00000002 2026
Protection Policy Limited
Group Mediclaim SBI General 41010260400000 March 31,
Indemnity and Benefit 59.00 1.26
Policy Insurance 043-00 2027
While the insurance coverage which we maintain is 319.68% of our Net Tangible Assets as on
December 31, 2025 which would be reasonably adequate to cover the normal risks associated with
the operation of our business, we cannot assure you that it is adequate and as is comparable to the
Industry average and any claim under the insurance policies maintained by us will be honoured fully,
in part or on time, or that we have taken out sufficient insurance to cover all our losses. Further,
while we have insurance coverage for transportation-related risks, there may be limitations on the
value of gold jewellery covered under such policies. In the event of a loss, theft, or damage during
transit, there is a possibility that our recovery through insurance may not fully compensate for the
financial loss or cover the associated reputational damage. Additionally, the claims process can be
time-consuming and may not fully restore the business to its previous position.
Further, our insurance policies may not provide adequate coverage in certain circumstances and are
subject to certain deductibles, exclusions and limits on coverage. In addition, our insurance coverage
expires from time to time. We apply for the renewal of our insurance coverage in the normal course
of our business, but we cannot assure you that such renewals will be granted in a timely manner, at
acceptable cost or at all. Further, we have not received any complaints regarding defective products
to date, and as a result, we have not incurred any monetary loss in this regard. However, a product
liability claim arising from quality concerns or any other reason, in the future, may adversely affect
our brand image and lead to a loss of confidence of customers in our products, which may have an
adverse effect on our reputation, business, results of operations, financial condition and cash flows.
To the extent that we suffer loss or damage for which we did not obtain or maintain insurance, and
which is not covered by insurance or exceeds our insurance coverage or where our insurance claims
are rejected, the loss would have to be borne by us and our results of operations, cash flows and
financial condition may be adversely affected.
44. Failure to protect credit/debit card data, electronic payment information, or other personal data
we collect could significantly harm our reputation and business.
As a jewellery company, we accept payments primarily through electronic modes such as credit and
debit cards, bank transfers, and other digital payment methods from our institutional and trade
customers. In the course of processing such transactions, we may receive and handle certain
sensitive financial and personal information. This exposes us to potential risks related to data privacy
breaches, cyberattacks, or other unauthorized access to customer data.
Although we utilize secure banking channels and follow standard industry practices to safeguard
confidential information, there is no assurance that these measures will be completely effective.
Third parties with malicious intent or advanced technological capabilities may attempt to gain
unauthorized access to payment information or disrupt our systems. Any successful breach could
lead to misuse of customer data, financial loss, business disruption and potential legal or regulatory
consequences.
While we do not store customer payment information, any compromise in the security of our data
systems whether through internal error, employee negligence or external cyber threats could
subject us to litigation, regulatory penalties, reputational damage, and loss of customer trust.
Compliance with data protection laws, which are becoming increasingly stringent in India, is
essential, and any non-compliance could further expose us to financial and legal liabilities. The
Digital Personal Data Protection Act, 2023 has been enacted by the government, and the relevant
provisions and rules thereunder were notified on November 13, 2025, and November 14, 2025,
Page 59 of 465respectively. However, the Act is not fully enforceable yet and implementation of the Act is
scheduled in a phased manner. The Company is committed to comply with the requirements of the
said Act, to the extent applicable, as and when provisions of the Act become effective and applicable
to the Company.
That said, we confirm that during the last three fiscal years, there have been no reported incidents
of data breaches, cyberattacks, or credit/debit card fraud related to our operations.
45. Our dependence on third-party logistics providers subjects us to operational, financial, and legal
risks that could adversely affect our business and financial performance.
We rely significantly on third-party logistics providers for the transportation of both raw materials
and finished products. This dependence exposes us to various operational, financial, and regulatory
risks. As we do not maintain a dedicated logistics fleet, any disruption in services provided by these
external partners whether due to financial instability, labor strikes, transportation delays, regulatory
non-compliance, adverse weather conditions, or natural disasters could result in shipment delays,
supply chain disruptions, and interruptions to our business operations.
While we did not experience any material delays in the last three fiscal years and we have not
encountered any instance of theft or loss of our products and raw materials during transit, there is
no assurance that such delays will not occur in the future. Rising transportation costs, particularly
due to fuel price increases or changes in regulations, could also lead to higher operational expenses
and adversely impact our profitability. Additionally, if third-party logistics providers fail to maintain
adequate insurance coverage or do not comply with applicable laws, including the Motor Vehicles
Act, 1988, we could face delays, potential damage to goods in transit, or additional liabilities. Any
losses incurred during transportation would need to be claimed under either the logistics provider’s
insurance policy or our own. There is no guarantee that such claims will be settled in a timely manner
or in full. Consequently, any such loss or disruption could materially and adversely affect our
business, financial condition, results of operations, and cash flows.
46. Our business depends upon the capabilities and performance of our Promoters, Key Managerial
Personnel and Senior Management that will be crucial to determining the success and growth of
our company.
Our Promoters, namely Mr. Nitin Gilara, Mr. Prateek Gilara and Mr. Vipul Gilara have more than 25
years of experience in the jewellery industry. The experience of our Promoters and senior
management has been critical to the success of our business growth. As a result, any loss of the
services of any of our Promoters or senior management could materially and adversely affect our
business, financial condition and results of operations. The replacement of senior management may
not be straightforward or achievable in a timely manner, and we may be required to wait indefinitely
to fill positions until we find suitable candidates. Furthermore, attracting and retaining experienced
and qualified senior management could require increasing compensation and benefits payable to
such personnel, which could affect our operational costs and accordingly, our financial condition and
results of operations. While we have not experienced such difficulties in the past, there can be no
assurance that we will not face them in the future.
We are dependent on the services of our executive officers and other members of our senior
management team. We benefit from the cost advantages of having the entirety of our design and
engineering team in India. However, the demand for specialist design engineers has increased in
India, resulting in a shortage of, and increasing costs to hire, such specialists. We face challenges to
recruit and retain enough suitably skilled personnel, particularly as we implement our growth
strategy. Generally, there is significant competition for management, engineering, technical and
design and other skilled personnel in the business in which we operate, and it may be difficult to
attract and retain the skilled personnel we need. We may be unable to compete with other
companies for suitably skilled personnel to the extent they are able to provide more competitive
compensation and benefits. There can be no assurance that attrition rates for our employees,
Page 60 of 465including our management and sales personnel, will not increase. A significant increase in our
employee attrition rate could also result in decreased operational efficiencies and productivity, loss
of market knowledge and customer relationships, and an increase in recruitment and training costs,
thereby materially and adversely affecting our business, results of operations and financial condition.
47. Our revenue and earnings depend on an appropriate sales mix across retail, wholesale and job
work segments, each of which has distinct working capital requirements and any inability to
maintain this mix or manage segment-wise working capital may adversely affect our business,
financial condition and results of operations.
Our revenue and profitability are influenced by the relative contribution of our retail sales, wholesale
sales and job-work services. Each of these segments operates under different business models,
pricing structures, margin profiles and customer behaviors. Retail and wholesale activities generally
involve inventory holding and credit cycles of varying durations, whereas job work services typically
have different cash flow patterns and margin characteristics. As a result, the working capital
requirements for each segment differ, and maintaining an optimal balance between them is essential
for efficient operations and financial stability.
The revenue bifurcation of retail sales, wholesale sales and job-work services for the period ended
on December 31, 2025 and for the fiscal years ended on March 31, 2025, 2024 and 2023 is outlined
in the table below:
(Amount in Lakhs)
For the period ended For the year ended For the year ended For the year ended
Particulars on December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Amount %* Amount %* Amount %* Amount %*
B2B 10,201.59 82.41% 9,795.64 78.90 % 4,381.53 63.10 % 4,068.43 87.30 %
B2C 2,152.80 17.39% 2,295.11 18.37 % 2,360.37 33.99 % 591.98 12.70 %
Job Work 24.62 0.20% 402.98 3.23% 202.36 2.91% - -
TOTAL 12,379.01 100.00% 12,493.73 100.00% 6,944.26 100.00% 4,660.41 100.00%
*% of Total Revenue
Pursuant to the certificate dated May 14, 2026, received from our Statutory and Peer Review auditor, Keyur Shah & Associates, Chartered
Accountants.
Any significant shift in the proportion of sales derived from these segments may affect our earnings,
margins and cash flows. For instance, an increase in wholesale business without adequate working
capital may constrain our ability to hold inventory or meet customer demand, while excessive focus
on retail may require higher inventory investments and longer cash conversion cycles. Similarly,
fluctuations in job work volumes may affect our utilisation levels and profitability. Although, we have
not faced such instances in the past but if we are unable to maintain a balanced sales mix, respond
to changes in demand within each segment or appropriately manage the segment-specific working
capital requirements, our liquidity position may be affected. Inefficiencies in allocating working
capital or misalignment between sales volumes and resource availability could lead to higher
financing costs, disruptions in supply chain operations, delays in order fulfilment or underutilization
of capacity. Any such developments may adversely impact our business, financial condition and
results of operations.
48. Our ability to access capital depends on our credit ratings. Non-availability of credit ratings or a
poor rating may restrict our access to capital and thereby adversely affect our business and results
of operations.
Our ability to raise funds, negotiate borrowing terms and maintain financial flexibility is generally
influenced by the credit ratings assigned to a company by accredited credit rating agencies. We have
not obtained any credit rating as such rating is not required under the prevailing norms of our existing
lenders. However, there can be no assurance that lenders or investors will not require a credit rating
in the future or that a rating, if obtained, would be favourable.
The absence of a credit rating may limit our ability to access certain forms of financing or capital
Page 61 of 465market instruments, which typically require a minimum rating threshold. Further, if we seek a credit
rating at a later stage and receive an unfavourable rating, or if any rating subsequently assigned is
downgraded, suspended or withdrawn, it may adversely affect our ability to secure borrowings on
competitive terms, increase our cost of debt, or constrain our refinancing options. Any such
limitations on capital availability or increases in funding costs may impair our working capital
management, expansion plans and overall financial flexibility. These factors could adversely affect
our business, cash flow, results of operations and financial condition.
49. We may be subject to fraud, theft of raw materials or jewellery, design theft, employee negligence
or other similar incidents, any of which could adversely affect our business, reputation, results of
operations and financial condition.
Our operations involve the handling and storage of high-value raw materials and finished jewellery,
as well as proprietary designs and confidential business information. Consequently, we are exposed
to risks relating to fraud, misappropriation, theft of gold, gemstones or finished jewellery,
unauthorised use or duplication of our designs, employee negligence and other similar incidents.
While no such instance has occurred in the past, there can be no assurance that such events will not
occur in the future.
Despite having processes and internal controls in place, including inventory checks, physical security
measures and restricted access protocols, such measures may not always be adequate or effective in
preventing the occurrence of such events. Any incident of theft, loss or fraudulent activity could result
in financial losses, disruption of operations, delays in order fulfilment, increased insurance costs or
the imposition of more stringent compliance requirements by stakeholders.
Design theft or unauthorised replication of our products may dilute our brand value, reduce our
competitive advantage and adversely impact our market positioning. Employee negligence or lapses
in following standard operating procedures may also lead to quality issues, wastage, operational
inefficiencies or customer dissatisfaction. Any such incidents, whether isolated or recurring, may
damage our reputation, result in legal or regulatory consequences, and adversely affect our business,
results of operations and financial condition.
50. Most of our directors do not have prior experience serving as directors of any other listed company
in India, which may affect their ability to meet the governance and compliance requirements
applicable to a listed entity.
Most of our Directors have not previously served as directors of any other listed company in India.
As a result, they may have limited exposure to the enhanced regulatory, governance, disclosure and
compliance requirements applicable to listed companies under the Companies Act, 2013, SEBI
regulations and stock exchange norms. Transitioning to the governance framework of a listed entity
requires familiarity with stringent reporting standards, oversight mechanisms, corporate governance
practices, related-party transaction norms and responsibilities placed on the Board and its
committees.
Although our directors possess experience in their respective functional areas, their limited prior
experience in listed-company board roles may require additional time, training and adaptation to
effectively discharge these enhanced responsibilities. Any inability to swiftly adapt to such
requirements may affect our compliance processes, governance standards, decision-making
efficiency or stakeholder communication. Non-compliance with applicable regulations could expose
us to regulatory scrutiny, penalties, reputational risks or operational disruptions, any of which may
adversely affect our business, results of operations and financial condition.
51. Our company has issued bonus shares in past in the ratio of 3200:1 share involving utilization of
free reserves to the tune of ₹ 3,200.00 lakhs. Any substantial issuance of bonus shares in the future
may require further capitalisation of reserves and could reduce the level of free reserves available
Page 62 of 465for future corporate actions, contingencies or shareholder distributions, and may adversely affect
our capital structure and certain financial ratios such as earnings per share and return on net worth,
which could influence investor perception of our Company’s financial position.
Our Company has issued 3,20,00,000 bonus shares in August 2025 by capitalising the free reserves
to the tune of ₹ 3,200.00 lakhs. As on March 31, 2025, we had free reserves of ₹ 5,814.57 lakhs, out
of which ₹ 3,200.00 lakhs were utilised for the bonus issue undertaken on August 26, 2025, resulting
in post-bonus free reserves of ₹ 2,614.57 lakhs.
The Pre and Post Bonus reserves are set forth in the table below:
Particulars Amount (in Lakhs)
Free Reserve Till 31/03/2025 5,814.57
Less: Bonus Issue as on 26/08/2025 3,200.00
Post Bonus Issue Free Reserve 2,614.57
While bonus issues do not involve any cash outflow, they result in capitalisation of reserves and
consequently reduce the level of free reserves available for future distributions, contingencies, or
business requirements. Any further bonus issuances in the future would similarly require utilisation
of free reserves. In the event of lower profitability, losses, or additional capitalisation of reserves, the
Company’s ability to maintain adequate free reserves for operational flexibility, dividend distribution,
or future corporate actions may be affected. Further, substantial bonus issuances may impact certain
financial ratios, including return on net worth and earnings per share, and could influence investor
perception of the Company’s financial position.
52. Our business is dependent on the availability of imported gold in the domestic market and any
changes in import policies, tariff-rate quotas, allocation mechanisms or preferential access to
larger industry participants may adversely affect our competitiveness, operations and financial
condition.
Gold is the principal raw material used in the manufacture of our jewellery products. While we do
not directly import gold and procure our requirements through domestic suppliers and authorised
channels, the availability and pricing of gold in India are largely dependent on imports. As a result,
any disruption in gold imports or changes in the regulatory framework governing such imports may
indirectly affect our ability to procure gold in a timely and cost-effective manner.
The import of gold into India is subject to various regulatory frameworks, including import duties,
tariff-rate quota regimes, trade agreements, allocation systems and eligibility conditions prescribed
by governmental and regulatory authorities. Access to gold imported at concessional duty or through
specific quota-based mechanisms may depend on approvals and allocation criteria. There can be no
assurance that such access will be available uniformly across industry participants. If certain
categories of market participants, including larger or better- capitalised players, are able to secure
more favourable access to imported gold or concessional duty structures, smaller or mid-sized
manufacturers such as us may face comparatively higher procurement costs or supply constraints.
Any increase in import duties, changes in quota allocations, restrictions on imports, currency
fluctuations, disruptions in global supply chains or lack of transparency in allocation mechanisms may
result in higher domestic gold prices or reduced availability. This could increase our raw material
costs, working capital requirements and pricing pressures. While we may attempt to pass on
increases in gold prices to our customers, there can be no assurance that we will be able to do so
without affecting demand for our products. Accordingly, any adverse developments affecting the
import and domestic availability of gold could materially and adversely affect our competitiveness,
business, results of operations, cash flows and financial condition.
53. Changes in regulatory requirements relating to hallmarking, certification or quality standards for
Page 63 of 465jewellery may increase our compliance costs and adversely affect our operations and financial
condition.
The jewellery industry in India is subject to regulatory requirements relating to purity, certification
and sale of jewellery products, including mandatory hallmarking of gold jewellery and artefacts in
accordance with standards prescribed by the Bureau of Indian Standards (“BIS”) and other applicable
authorities. These requirements may evolve over time and may be expanded to cover additional
product categories, manufacturing processes or participants in the jewellery value chain.
At present, certain categories of jewellery manufactured by us, including Kundan Polki and other
stone-studded or embedded heavy jewellery, are not subject to mandatory hallmarking
requirements under applicable regulations. However, there can be no assurance that existing
exemptions will continue or that hallmarking or certification requirements will not be extended to
additional categories of jewellery, including those manufactured by us, in the future.
Any expansion of mandatory hallmarking requirements, withdrawal of exemptions, introduction of
traceability norms, or tightening of certification standards may require us to modify our
manufacturing processes, product designs, sourcing arrangements and quality control systems. This
could result in increased compliance costs, additional administrative burden, longer production
timelines and higher working capital requirements. Further, if hallmarking or certification becomes
applicable to our products and we are unable to comply with such requirements in a timely manner,
we may be subject to regulatory action, restrictions on sale of products, or reputational harm.
Accordingly, any changes in hallmarking regulations or quality certification requirements applicable
to the jewellery industry could materially and adversely affect our business, results of operations,
cash flows and financial condition.
54. Changes in consumer preferences, including a shift toward alternative jewellery products such as
lightweight jewellery, studded jewellery or lab-grown diamonds, may adversely affect demand for
our products and impact our business and financial performance.
The jewellery industry is influenced by evolving consumer preferences, fashion trends, pricing
dynamics of precious metals and stones, and broader economic conditions. In recent years, there has
been a gradual shift in certain consumer segments toward alternative jewellery products, including
lightweight jewellery, machine-made jewellery, studded jewellery, platinum or silver jewellery, and
lab-grown diamonds, which may be perceived as more affordable or better suited to changing fashion
and lifestyle preferences. Changes in gold prices, disposable incomes, wedding trends, and the
increasing acceptance of alternative jewellery products may further accelerate such shifts in
consumer behaviour.
Our product portfolio is primarily focused on traditional, handcrafted and heavier jewellery, including
Kundan Polki jewellery. Any sustained shift in consumer demand away from traditional or heavier
jewellery toward alternative products that we do not manufacture, or do not manufacture in
significant quantities, may result in reduced demand for our products. Additionally, changing
preferences for lighter, contemporary or more price-sensitive jewellery may require us to adapt our
product offerings, design mix and pricing strategies, which may involve additional costs, changes in
manufacturing processes and potential inventory adjustments.
While we continuously monitor market trends and seek to adapt our product offerings to evolving
consumer preferences, there can be no assurance that we will be able to successfully anticipate or
respond to such changes in a timely manner. While there have been no such occurrences till date, if
we are unable to align our product portfolio with changing consumer demand, we may experience
reduced sales, slower inventory turnover, pricing pressures or loss of customers, which could
materially and adversely affect our business, results of operations, cash flows and financial condition.
Page 64 of 46555. Negative publicity related to our products or industry could harm our business, financial condition,
and results of operations.
Our reputation and the perception of our brand and products are susceptible to various risks that can
be difficult to predict, manage, or rectify and may be costly or, at times, impractical to address.
Negative publicity whether arising from actual or alleged incidents involving our company, products,
directors, officers, employees, shareholders, or business practices could significantly damage our
brand and adversely impact our business, financial condition and results of operations. This includes
complaints or negative reviews by customers, rumours, safety or security breaches, unethical or
improper conduct or any other reputational issues.
Even unproven allegations can trigger regulatory inquiries, investigations, or legal proceedings,
leading to significant legal and reputational costs. Although we have not experienced any incidents
of negative publicity in the last three Fiscal Years and stub period, there can be no assurance that
such issues will not arise in the future. In addition, our brand may be negatively affected if consumers
perceive that we are no longer able to innovate or maintain the quality and design standards
expected in our jewellery offerings. Such perceptions could reduce customer engagement, sales
volumes, and revenue. Furthermore, any negative developments or adverse publicity concerning the
broader gems and jewellery industry could also adversely affect our business, financial condition and
results of operations.
56. We operate in a competitive business environment, and if we fail to respond effectively to increased
competition and pricing pressures from existing and new players, we may lose market share and
experience a decline in profits, which could adversely affect our business, results of operations, and
financial condition.
Our company specializes in the manufacturing of Kundan Polki jewellery, a niche segment with
relatively few players. However, we also face competition from both the organized and unorganized
sectors within the broader jewellery manufacturing and supply industry. The unorganized sector
poses a significant challenge due to its ability to offer lower prices by incurring minimal overhead
costs. Increasing competition in domestic and international markets may lead to pricing pressures,
requiring us to reduce prices to retain or attract customers, which could adversely affect our revenues
and profit margins. Some competitors are expanding their capacities and targeting products similar
to ours, while others may have greater technical expertise, financial strength, and broader client
bases, enabling them to offer comparable or superior products at the same or lower prices.
Competitors may also develop alternative products and respond more quickly to changing market
opportunities, technologies, and customer preferences. In addition, some of our competitors in
smaller local markets have the advantage of having reputations and established trust with customers
in their local markets, which could be difficult for us to challenge or replicate in a sustained manner
in the future. These factors may negatively impact our revenues and margins. Although our company
operates in a specialized segment with limited direct competition, there is no assurance that we will
maintain this competitive advantage. Failure to compete effectively could adversely affect our
business, financial condition, and results of operations. The Financial comparison among our peers
for the FY 2024-25 is listed as under:
(₹ in lakhs)
Bluestone Radhika
Advit Jewels RBZ Jewellers
Particulars Jewellery and Jeweltech
Limited Limited
Lifestyle Limited Limited
Revenue from Operations 12,493.73 1,77,000.20 53,014.85 58,778.71
Growth in Revenue from Operations (%) 79.91% 39.83% 61.91% 8.04%
Gross Profit 4,109.16 67,151.30 9,118.29 11,130.21
Gross Profit Margin (%) 32.89% 37.94% 17.20% 18.94%
EBITDA 3,714.67 7,588.50 6,429.03 8,922.44
EBITDA Margin (%) 29.73% 4.29% 12.13% 15.18%
Profit After Tax 2,536.71 (21,921.40) 3885.86 6010.68
Page 65 of 465Bluestone Radhika
Advit Jewels RBZ Jewellers
Particulars Jewellery and Jeweltech
Limited Limited
Lifestyle Limited Limited
PAT Margin (%) 20.30% (12.38%) 7.33% 10.23%
ROE (%) 55.79% (34.05%) 17.15% 20.46%
ROCE (%) 27.48% (0.95%) 18.61% 24.02%
Net Fixed Asset Turnover (In Times) 16.63 9.08 19.90 54.62
Net Working Capital Days 159 (105) 149 199
Operating Cash Flows (3,697.69) (66,484.10) (1492.45) 1656.55
Earnings per Share (Basic & Diluted)
- Basic 7.92 (78.86) 9.70 5.09
- Diluted 7.92 (78.86) 9.70 5.09
Operating Profit before Working Capital
Changes 3,711.09 12,723.80 6,503.31 8,937.26
Current Ratio 1.76 1.24 3.15 8.30
NAV per Equity Share 58,134.18 363.96 61.26 27.34
Net Worth 5,813.42 91,334.40 24,504.18 32,265.29
Return on Net Worth (%) 43.64% (24.00%) 15.83% 18.63%
For further details of financial comparison among our peers, please see Basis for Issue Price- Key
Financial and Operational Performance Indicators” on page 135.
57. Certain sections of this Red Herring Prospectus disclose information from the industry report which
has been commissioned and paid for by us exclusively in connection with the Issue and any reliance
on such information for making an investment decision in the Issue is subject to inherent risks.
We have engaged Dun and Bradstreet Information Services India Private Limited, which is not or has
not been engaged or interested in the formation or promotion or management of the Company and
which is not related to our Company, our directors or our Promoters to prepare an industry report
titled “Report on Gems and Jewellery Sector in India” dated May 14, 2026 (“D&B Report”). Certain
information contained in this Red Herring Prospectus is based on or derived from the D&B Report,
and such information has been appropriately disclosed with reference to its source. The D&B Report
is subject to various limitations and is based upon certain assumptions that are subjective in nature.
Industry sources and publications are also prepared based on information as of specific dates and
may no longer be current or reflect current trends. Industry sources and publications may also base
their information on estimates, projections, forecasts and assumptions that may prove to be
incorrect. In addition, statements from third parties that involve estimates are subject to change, and
actual amounts may differ materially from those included in this Red Herring Prospectus. The D&B
Report uses certain methodologies for market sizing and forecasting. Further, D&B Report is not a
recommendation to invest/disinvest in any entity covered in the D&B Report and no part of the D&B
Report should be construed as an expert advice or investment advice or any form of investment
banking within the meaning of any law or regulation. Accordingly, investors should read the industry
related disclosure in this Red Herring Prospectus in this context and should not place undue reliance
on or base their investment decision solely on this information.
58. The schedule of our estimated deployment of Net Proceeds is subject to inherent uncertainties.
The funding requirements and the proposed deployment of Net Proceeds are based on internal
estimates and our current business plans, which in turn are dependent on certain assumptions
regarding market conditions, business growth, costs, and other relevant factors. These estimates are
inherently subject to change in response to evolving external circumstances, including changes in
costs, business priorities, or macroeconomic developments. Further, such estimates have not been
independently appraised or verified by any bank, financial institution, or external agency.
In view of the dynamic nature of the sector and specifically that of our business, we may have to
revise our expenditure and fund requirements as a result of variations in cost estimates, exchange
rate fluctuations and external factors which may not be within the control of our management. This
Page 66 of 465may entail rescheduling and revising the planned expenditures and fund requirements and increasing
or decreasing expenditures for a particular purpose at the discretion of our management, within the
objects. For further details refer to “Objects of the Issue” beginning on page 111.
59. We have included certain non-GAAP financial and operational measures related to our operations
and financial performance that may vary from any standard methodology that may be applicable
across the industry in which we operate, and which may not be comparable with financial,
operational or industry-related statistical information of similar nomenclature computed and
presented by similar companies.
Certain non-GAAP financial measures and certain other industry measures relating to our operations
and financial performance have been included in this Red Herring Prospectus. We compute and
disclose such non-GAAP financial measures and such other industry related statistical information
relating to our operations and financial performance as we consider such information to be useful
measures of our business and financial performance, and because such measures are frequently used
by securities analysts, investors and others to evaluate the operational performance of logistics
industry, many of which provide such non-GAAP financial measures and other industry related
statistical and operational information. Such supplemental financial and operational information is
therefore of limited utility as an analytical tool, and investors are cautioned against considering such
information either in isolation or as a substitute for an analysis of our audited financial statements
as reported under applicable accounting standards disclosed elsewhere in this Red Herring
Prospectus.
These non-GAAP financial measures and such other industry related statistical and other information
relating to our operations and financial performance may not be computed on the basis of any
standard methodology that is applicable across the industry and therefore may not be comparable
to financial measures and industry related statistical information of similar nomenclature that may
be computed and presented by other companies. For further information, see “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Key Performance
Indicators and Certain Non-GAAP Measures” on page 328.
60. If we fail to maintain an effective system of internal controls, we may not be able to successfully
manage, or accurately report, our financial risks.
Effective internal controls are necessary for us to prepare reliable financial reports and effectively
avoid fraud. Moreover, any internal controls that we may implement, or our level of compliance with
such controls, may deteriorate over time, due to evolving business conditions. Although we have not
faced any deficiencies in our internal controls, there can be no assurance that it will not arise in the
future, or that we will be able to implement, and continue to maintain, adequate measures to rectify
or mitigate any such deficiencies in our internal controls. Any inability on our part to adequately
detect, rectify or mitigate any such deficiencies in our internal controls may adversely impact on our
ability to accurately report, or successfully manage, our financial risks, and to avoid fraud.
61. Our Promoter, also being the Managing Director, and some other Directors and Key Managerial
Personnel and Senior Managerial Personnel of our Company, hold Equity Shares in our Company
and are therefore interested in the Company’s performance in addition to their remuneration and
reimbursement of expenses.
Our Promoter, also being the Managing Director, and some other Directors and Key Managerial
Personnel and Senior Managerial Personnel of our Company, are interested in our Company to the
extent of their shareholding in our Company, in addition to their remuneration or benefits and
reimbursement of expenses. Our Promoter, Directors, KMPs and SMPs are mandatorily required to
adhere to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
act in a manner that protect the interests of the Company. While they are required to prioritize the
interest of the Company in their personal considerations in the event of a conflict, there can be no
Page 67 of 465assurance that they will always exercise their rights as shareholders in a manner that is aligned with
the best interests of our Company. There may be instances where decisions taken, or actions blocked,
by our Promoter, Directors, KMPs or SMPs in relation to our business may not be fully aligned with
the interests of the Company or its other shareholders. For further information on the interest of our
Promoter, Directors, KMPs and SMPs of our Company, other than reimbursement of expenses
incurred or remuneration or benefits, please see the chapter titled “Our Management -
Remuneration/Compensation Paid to Managing Director and Whole-Time Director” beginning on
page 242.
62. We have allotted shares in the last one year, which may be at a price below the Issue Price.
Our Company has allotted 18,32,000 Equity Shares during the twelve months immediately preceding
the date of this Red Herring Prospectus at price which may be lower than the Issue Price. Such
allotments were undertaken in compliance with applicable laws and were based on prevailing market
conditions, valuation methodologies, and commercial considerations at the time of issuance. For
further details, see “Capital Structure - Notes to the Capital Structure” beginning on page 99. There
can be no assurance that the Issue Price, which may be higher than the price at which such Equity
Shares were allotted, will not affect investors’ perception of the Issue or the market price of the
Equity Shares after listing.
63. Our ability to pay dividends in the future will depend upon our future earnings, financial condition,
cash flows, working capital requirements and capital expenditures and lender consent and we
cannot assure you that we will be able to pay dividends in the future.
Our Company has not paid dividends in the past. Any dividends to be declared and paid in the future
are required to be recommended by our Board of Directors and approved by our Shareholders, at
their discretion, subject to the provisions of the Articles of Association and applicable law, including
the Companies Act. Our Company’s ability to pay dividends in the future will depend on several
internal and external factors, which, inter alia, include (i) profits earned by our Company, (ii) present
and future capital requirements, (iii) overall financial position of our Company, and (iv) uncertainty
in economic conditions. We cannot assure you that we will generate sufficient revenues to cover our
operating expenses and, as such, pay dividends to our Shareholders in future consistent with our past
practices, or at all. For details pertaining to our dividend policy, see “Dividend Policy” on page 264.
EXTERNAL RISK FACTORS
64. Political, economic or other factors that are beyond our control may have an adverse effect on our
business and results of operations.
The Indian economy and its securities markets are influenced by economic developments and
volatility in securities markets in other countries. Investors’ reactions to developments in one country
may have adverse effects on the market price of securities of companies located elsewhere, including
India. Adverse economic developments, such as rising financial or trade deficit, in other emerging
market countries may also affect investor confidence and cause increased volatility in Indian
securities markets and indirectly affect the Indian economy in general. Any of these factors could
depress economic activity and restrict our access to capital, which could have an adverse effect on
our business, financial condition, results of operations, and cash flows, and reduce the price of our
Equity Shares. Any financial disruption could have an adverse effect on our business, future financial
performance, shareholders’ equity and the price of our Equity Shares. We are dependent on
domestic, regional and global economic and market conditions. Our performance, growth and market
price of our Equity Shares are and will be dependent to a large extent on the health of the economy
in which we operate. There have been periods of slowdown in the economic growth of India. Demand
for our products may be adversely affected by an economic downturn in domestic, regional and
global economies. Economic growth in the countries in which we operate is affected by various
factors including domestic consumption and savings, balance of trade movements namely export
Page 68 of 465demand and movements in key imports, global economic uncertainty and liquidity crisis, volatility in
exchange currency rates, and annual rainfall which affects agricultural production. Consequently, any
future slowdown in the Indian economy could harm our business, results of operations, financial
condition and cash flows. Also, a change in the government or a change in the economic and
deregulation policies could adversely affect economic conditions prevalent in the areas in which we
operate in general and our business in particular and high rates of inflation in India could increase
our costs without proportionately increasing our revenues, and as such decrease our operating
margins.
Factors that may adversely affect the Indian economy, and hence our results of operations, may
include:
• the macroeconomic climate, including any increase in Indian interest rates or inflation;
• any exchange rate fluctuations, the imposition of currency controls and restrictions on the right
to convert or repatriate currency or export assets;
• any scarcity of credit or other financing in India, resulting in an adverse effect on economic
conditions in India and scarcity of financing for our expansions;
• prevailing income conditions among Indian consumers and Indian corporations;
• epidemic, pandemic or any other public health in India or in countries in the region or globally,
including in India’s various neighboring countries, such as the highly pathogenic H7N9, H5N1 and
H1N1 strains of influenza in birds and swine and more recently, the COVID-19 pandemic;
• volatility in, and actual or perceived trends in trading activity on, India’s principal stock
exchanges;
• terrorism or military conflict in India or in countries in the region or globally, including in India’s
various neighboring countries;
• occurrence of natural or man-made disasters (such as typhoons, flooding, earthquakes and fires)
which may cause us to suspend our operations;
• prevailing regional or global economic conditions, including in India’s principal export markets;
• other significant regulatory or economic developments in or affecting India or its consumption
sector;
• international business practices that may conflict with other customs or legal requirements to
which we are subject, including anti-bribery and anti-corruption laws;
• protectionist and other adverse public policies, including local content requirements,
import/export tariffs, increased regulations or capital investment requirements;
• logistical and communications challenges;
• downgrading of India’s sovereign debt rating by rating agencies;
• difficulty in developing any necessary partnerships with local businesses on commercially
acceptable terms or on a timely basis; and
• being subject to the jurisdiction of foreign courts, including uncertainty of judicial processes and
difficulty enforcing contractual agreements or judgments in foreign legal systems or incurring
additional costs to do so.
Any slowdown or perceived slowdown due to these factors could have an adverse effect on our
business, financial condition and results of operations and reduce the price of our Equity Shares. Any
financial disruption could have an adverse effect on our business, future financial performance,
shareholders’ equity and the price of our Equity Shares.
65. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax
laws, may adversely affect our business, prospects, cash flows and results of operations.
The regulatory and policy environment in which we operate is evolving and subject to change.
Unfavorable changes in or interpretations of existing, or the promulgation of new, laws, rules and
regulations including foreign investment, stamp duty and taxation governing our business and
operations could result in us being deemed to be in contravention of such laws and may require us
to apply for additional approvals. For instance, the Supreme Court of India has in a decision clarified
Page 69 of 465the components of basic wages which need to be considered by companies while making provident
fund payments, which resulted in an increase in the provident fund payments to be made by
companies. Any such decisions in future or any further changes in interpretation of laws may have
an impact on our business, prospects, cash flows and results of operations.
Additionally, future changes to tax laws could affect benefits we currently receive, such as
exemptions on interest income from tax-free bonds and long-term capital gains on equity shares. The
Government of India’s Union Budget for the Fiscal Year 2025-2026, announced on February 1, 2025,
introduced the Finance Bill, 2025, which received presidential assent on March 29, 2025, becoming
the Finance Act, 2025, effective from April 1, 2025. This Act includes revisions to India’s taxation
framework, including raising the annual tax exemption threshold to ₹12.00 lakhs and adjusting tax
slabs, with the highest rate of 30% applying to incomes of ₹24.00 lakhs and above. The full impact of
these changes on our business remains uncertain.
Further, any future amendments may affect our tax benefits such as exemptions for income earned
by way of dividend from investments in other domestic companies and units of mutual funds,
exemptions for interest received in respect of tax-free bonds, and long-term capital gains on equity
shares.
The Government introduced (a) the Code on Wages, 2019 (“Wages Code”); (b) the Code on Social
Security, 2020 (“Social Security Code”); (c) the Occupational Safety, Health and Working Conditions
Code, 2020; and (d) the Industrial Relations Code, 2020, which consolidate, subsume and replace
numerous existing central labor legislations. Except certain portions of the Wages Code, which have
come into force pursuant to notification by Ministry of Labor and Employment, the rules for
implementation under such codes are yet to be notified.
Furthermore, changes in capital gains tax or tax on capital market transactions or the sale of shares
could affect investor returns. As a result, any such changes or interpretations could have an adverse
effect on our business and financial performance.
We cannot predict the impact of any changes in or interpretations of existing, or the promulgation
of, new laws, rules, and regulations applicable to us and our business. Unfavorable changes in or
interpretations of existing, or the promulgation of new laws, rules and regulations including foreign
investment and stamp duty laws governing our business and operations could result in us, our
business, operations, or group structure being deemed to be in contravention of such laws and/or
may require us to apply for additional approvals. We may incur increased costs and expend resources
relating to compliance with such new requirements, which may also require significant management
time, and any failure to comply may adversely affect our business, results of operations, cash flows
and prospects. Uncertainty in the applicability, interpretation, or implementation of any amendment
to, or change in, governing law, regulation or policy, including by reason of an absence, or a limited
body, of administrative or judicial precedent may be time consuming as well as costly for us to
resolve. It may also impact the viability of our current business or restrict our ability to grow our
business in the future.
For details, see “Key Industry Regulations and Policies” beginning on page 221.
66. A downgrade in ratings of India, may affect the trading price of the Equity Shares.
Our borrowing costs and our access to the debt capital markets depend significantly on the credit
ratings of India. Any adverse revisions to India’s credit ratings for domestic and international debt by
international rating agencies may adversely impact our ability to raise additional financing and the
interest rates and other commercial terms at which such financing is available, including raising any
overseas additional financing. A downgrading of India’s credit ratings may occur, for example, upon
a change of government tax or fiscal policy, which are outside our control. This could have an adverse
effect on our ability to fund our growth on favourable terms or at all, and consequently adversely
Page 70 of 465affect our business and financial performance and the price of the Equity Shares.
67. Financial instability in other countries may cause increased volatility in Indian financial markets.
The Indian market and the Indian economy are influenced by economic and market conditions in
other countries, including conditions in the United States, Europe and certain emerging economies
in Asia. Financial turmoil in Asia, Russia and elsewhere in the world in recent years has adversely
affected the Indian economy. Any worldwide financial instability may cause increased volatility in the
Indian financial markets and, directly or indirectly, adversely affect the Indian economy and financial
sector and us. Although economic conditions vary across markets, loss of investor confidence in one
emerging economy may cause increased volatility across other economies, including India. Financial
instability in other parts of the world could have a global influence and thereby negatively affect the
Indian economy. Financial disruptions could materially and adversely affect our business, prospects,
financial condition, results of operations and cash flows. Further, economic developments globally
can have a significant impact on our principal markets. Concerns related to a trade war between large
economies may lead to increased risk aversion and volatility in global capital markets and
consequently have an impact on the Indian economy. Following the United Kingdom’s exit from the
European Union (“Brexit”), there remains significant uncertainty around the terms of their future
relationship with the European Union and, more generally, as to the impact of Brexit on the general
economic conditions in the United Kingdom and the European Union and any consequential impact
on global financial markets. For example, Brexit could give rise to increased volatility in foreign
exchange rate movements and the value of equity and debt investments. The full-scale military
invasion of Russia into Ukraine and the subsequent sanctions placed on Russia by various countries
has substantially affected the economic stability of the world and such volatility could impact the
Company’s growth.
In addition, the USA is one of India’s major trading partners and any possible slowdown in the
American economy as well as a strained relationship with India could have an adverse impact on the
trade relations between the two countries. In response to such developments, legislators and
financial regulators in the United States and other jurisdictions, including India, implemented a
number of policy measures designed to add stability to the financial markets. However, the overall
long-term effect of these and other legislative and regulatory efforts on the global financial markets
is uncertain, and they may not have the intended stabilizing effects. Any significant financial
disruption could have a material adverse effect on our business, financial condition, results of
operation, and cash flows. These developments, or the perception that any of them could occur, have
had and may continue to have a material adverse effect on global economic conditions and the
stability of global financial markets, and may significantly reduce global market liquidity, restrict the
ability of key market participants to operate in certain financial markets or restrict our access to
capital. This could have a material adverse effect on our business, financial condition, results of
operations, and cash flows, and reduce the price of the Equity Shares.
68. If inflation rises in India, increased costs may result in a decline in profits. Inflation rates in India
have been volatile in recent years, and such volatility may continue.
Inflation rates in India have been volatile in recent years, and such volatility may continue in the
future. India has experienced high inflation in the recent past. Increased inflation can contribute to
an increase in interest rates and increased costs to our business, including increased costs of
transportation, wages, raw materials and other expenses relevant to our business.
High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control
our costs. Any increase in inflation in India can increase our expenses, which we may not be able to
adequately pass on to our clients, whether entirely or in part, and may adversely affect our business
and financial condition. In particular, we might not be able to reduce our costs or entirely offset any
increases in costs with increases in prices for our products. In such case, our business, results of
operations, cash flows and financial condition may be adversely affected.
Page 71 of 465Further, the Government has previously initiated economic measures to combat high inflation rates,
and it is unclear whether these measures will remain in effect. There can be no assurance that Indian
inflation levels will not worsen in the future.
69. Investors may have difficulty in enforcing foreign judgments against our Company or our
management.
Our Company is incorporated under the laws of India. Our Company’s assets are located in India and
all of our Company’s Directors, Key Managerial Personnel and Senior Management Personnel are
residents of India. As a result, it may not be possible for investors to effect service of process upon
our Company or such persons in jurisdictions outside India, or to enforce against them judgments
obtained in courts outside India. Moreover, it is unlikely that a court in India would award damages
on the same basis as a foreign court if an action were brought in India or that an Indian court would
enforce foreign judgments if it viewed the amount of damages as excessive or inconsistent with
Indian public policy. A party seeking to enforce a foreign judgment in India is required to obtain prior
approval from the RBI under the FEMA to repatriate any amount recovered, and such approval may
not be forthcoming.
The recognition and enforcement of foreign judgments in India are governed by Sections 13 and 44A
of the Civil Code, which provide that a suit must be brought in India within three years of the date of
the judgment sought to be enforced. Generally, there are considerable delays in the disposal of suits
by Indian courts. Furthermore, enforcement of foreign arbitral awards is governed under Sections
48, 49, 55 and 57 of the Arbitration and Conciliation Act, 1996. However, the courts may refuse to
enforce such awards if the courts find that the subject matter of the dispute is not capable of being
settled under the laws of India or if the enforcement would be contrary to the public policy of India.
70. A third party could be prevented from acquiring control of us because of anti-takeover provisions
under Indian law.
There are provisions in Indian law that may delay, deter or prevent a future takeover or change in
control of our Company. Under the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, an acquirer has been defined as any person who, directly or indirectly,
acquires or agrees to acquire shares or voting rights or control over a company, whether individually
or acting in concert with others. Although these provisions have been formulated to ensure that
interests of investors/shareholders are protected, these provisions may also discourage a third party
from attempting to take control of our Company. Consequently, even if a potential takeover of our
Company would result in the purchase of the Equity Shares at a premium to their market price or
would otherwise be beneficial to our Shareholders, such a takeover may not be attempted or
consummated because of SEBI (SAST) Regulations, 2011.
71. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an
adverse effect on the value of our Equity Shares, independent of our operating results.
On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends
in respect of our Equity Shares will also be paid in Indian Rupees and subsequently converted into
the relevant foreign currency for repatriation, if required. Any adverse movement in currency
exchange rates during the time taken for such conversion may reduce the net dividend to foreign
investors. In addition, any adverse movement in currency exchange rates during a delay in
repatriating the proceeds from a sale of Equity Shares outside India, for example, because of a delay
in regulatory approvals that may be required for the sale of Equity Shares may reduce the proceeds
received by Shareholders. For example, the exchange rate between the Indian Rupee and the U.S.
dollar has fluctuated substantially in recent years and may continue to fluctuate substantially in the
future, which may have an adverse effect on the returns on our Equity Shares, independent of our
operating results.
Page 72 of 46572. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to
attract foreign investors, which may adversely affect the trading price of the Equity Shares.
Under foreign exchange regulations currently in force in India, transfer of shares between non-
residents and residents are freely permitted (subject to certain restrictions), if they comply with the
pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares, which
are sought to be transferred, is not in compliance with such pricing guidelines or reporting
requirements or falls under any of the exceptions referred to above, then a prior regulatory approval
will be required. Further, unless specifically restricted, foreign investment is freely permitted in all
sectors of the Indian economy up to any extent and without any prior approvals, but the foreign
investor is required to follow certain prescribed procedures for making such investment. The RBI and
the concerned ministries/ departments are responsible for granting approval for foreign investment.
Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India into
foreign currency and repatriate that foreign currency from India require a no-objection or a tax
clearance certificate from the Indian income tax authorities.
In addition, in accordance with circular, dated October 15, 2020 issued by the DPIIT and the Foreign
Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect
from April 22, 2020, any investment, subscription, purchase or sale of equity instruments by entities
of a country which shares land border with India or where the beneficial owner of an investment into
India is situated in or is a citizen of any such country, will require prior approval of the Government,
as prescribed in the FDI Policy and the FEMA Rules. These investment restrictions shall also apply to
subscribers of offshore derivative instruments. We cannot assure you that any required approval
from the RBI or any other governmental agency can be obtained with or without any particular terms
or conditions or at all.
We cannot assure investors that any required approval from the RBI or any other governmental
agency can be obtained on any particular terms or at all. For further information, see “Restrictions
on Foreign Ownership of Indian Securities” beginning on page 418.
RISKS RELATING TO EQUITY SHARES
73. Pursuant to listing of the Equity shares of our Company, our Company may be subject to pre-
emptive surveillance measures like Additional Surveillance Measures (“ASM”) and Graded
surveillance Measures (“GSM”) by the Stock Exchanges in order to enhance market integrity and
safeguard the interest of the investors.
On and post the listing of equity shares of our Company, our Company may be subject to ASM and
GSM by the Stock Exchange(s) and the SEBI. These measures have been introduced in order to
enhance market integrity and safeguard the interest of the investors and to alert and advise investors
to be extra cautious and carry out necessary due diligence that may be required while dealing in such
securities. The criteria for shortlisting any scrip trading on the Stock Exchange(s) under the ASM is
based on an objective criterion as jointly decided by SEBI and the Stock Exchanges(s), which include
market based dynamic parameters such as high low variations, client concentration, close to close
price variation, market capitalization, delivery percentage, volume variation, number of unique PAN’s
and price to equity ratio. A scrip is typically subjected to GSM measures where there is an abnormal
price rise that is not commensurate with the financial health and fundamentals of a company, which
inter alia includes factors like earnings, book value, fixed assets and net worth to the equity ratio etc.
The price of our equity shares may also fluctuate after the Issue due to several factors such as
volatility in the Indian and global securities market, our profitability and performance, our financial
results, the performance of our competitors, change in the estimates of our performance or any
other political or economic factor. The occurrence of any of the above-mentioned factors may trigger
the parameters identified by SEBI and the Stock Exchange(s) for the placing securities under the GSM
Page 73 of 465and ASM framework. In the event of our Equity Shares are covered under such pre-emptive
surveillance measures implemented by SEBI and the Stock Exchange (s), we may be subject to certain
additional restrictions in the relation to trading of our Equity Shares such as limiting trading frequency
(for example trading either allowed in a week or a month as the case may be) higher margin
requirements of settlement on a trade for trade basis, without netting off requirement of settlement
on gross basis or freezing price on upper side of trading which may have an adverse effect on the
market price of our Equity Shares or may in general cause disruptions in the development of an active
market for and trading and liquidity of our Equity Shares and on the reputation and conditions of our
Company.
74. The trading volume and market price of the Equity Shares may be volatile following the Issue.
The market price of the Equity Shares may fluctuate as a result of, among other things, the following
factors, some of which are beyond our control:
• quarterly variations in our results of operations;
• results of operations that vary from the expectations of securities analysts and investors;
• results of operations that vary from those of our competitors;
• changes in expectations as to our future financial performance, including financial estimates by
research analysts and investors;
• a change in research analysts’ recommendations;
• announcements by us or our competitors of significant acquisitions, strategic alliances, joint
operations or capital commitments;
• announcements by third parties or governmental entities of significant claims or proceedings
against us;
• new laws and governmental regulations applicable to our industry;
• additions or departures of key management personnel;
• changes in exchange rates;
• fluctuations in stock market prices and volume; and
• general economic and stock market conditions.
Changes in relation to any of the factors listed above could adversely affect the price of the Equity
Shares.
75. The Issue Price of the Equity Shares may not be indicative of the market price of the Equity Shares
after the Issue.
The Issue Price of the Equity Shares will be determined by our Company in consultation with the
BRLM or through the Book Building Process, as the case may be. This price will be based on numerous
factors, as described under the chapter “Basis for Issue Price” beginning on page 132 and may not
be indicative of the market price for the Equity Shares after the Issue. The market price of the Equity
Shares could be subject to significant fluctuations after the Issue and may decline below the Issue
Price. We cannot assure you that you will be able to resell their Equity Shares at or above the Issue
Price.
76. Our Equity Shares have never been publicly traded and may experience price and volume
fluctuations following the completion of the Issue, an active trading market for the Equity Shares
may not develop, the price of our Equity Shares may be volatile and you may be unable to resell
your Equity Shares at or above the Issue Price or at all.
Prior to the Issue, there has been no public market for our Equity Shares, and an active trading market
may not develop or be sustained after the Issue. Listing and quotation does not guarantee that a
market for our Equity Shares will develop or, if developed, the liquidity of such market for the Equity
Shares. The Issue Price of the Equity Shares is proposed to be determined by our Company in
consultation with the BRLM or through the Book Building Process, as the case may be. This price will
Page 74 of 465be based on numerous factors, as described in the section “Basis for Issue Price” beginning on page
132. This price may not necessarily be indicative of the market price of our Equity Shares after the
Issue is completed. You may not be able to re-sell your Equity Shares at or above the Issue price and
may as a result lose all or part of your investment.
Our Equity Shares are expected to trade on NSE and BSE after the Issue, but there can be no assurance
that active trading in our Equity Shares will develop after the Issue, or if such trading develops that it
will continue. Investors may not be able to sell our Equity Shares at the quoted price if there is no
active trading in our Equity Shares.
There has been significant volatility in the Indian stock markets in the recent past, and the trading
price of our Equity Shares after this Issue could fluctuate significantly as a result of market volatility
or due to various internal or external risks, including but not limited to those described in this Red
Herring Prospectus. The market price of our Equity Shares may be influenced by many factors, some
of which are beyond our control, including:
• the failure of security analysts to cover the Equity Shares after this Issue, or changes in the
estimates of our performance by analysts;
• the activities of competitors and suppliers;
• future sales of the Equity Shares by us or our shareholders;
• investor perception of us and the industry in which we operate;
• our quarterly or annual earnings or those of our competitors; developments affecting fiscal,
industrial or environmental regulations; the public’s reaction to our press releases and adverse
media reports; and general economic conditions.
A decrease in the market price of our Equity Shares could cause you to lose some or all of your
investment.
77. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
Under the current Indian tax laws and regulations, capital gains arising from the sale of equity shares
in an Indian company are generally taxable in India. A securities transaction tax (“STT”) is levied both
at the time of transfer and acquisition of the equity shares (unless exempted under a prescribed
notification) and collected by an Indian stock exchange on which equity shares are sold. Any gain
realised on the sale of equity shares held for more than 12 months, which are sold using any other
platform other than on a recognised stock exchange and on which no STT has been paid, are subject
to long term capital gains tax in India. Such long-term capital gains exceeding ₹ 100,000 arising from
the sale of listed equity shares on the stock exchange are subject to tax at the rate of 12% (plus
applicable surcharge and cess). Unrealized capital gains earned on listed equity shares up to January
31, 2018 continue to be tax exempt in such cases. Further, STT will be levied on and collected by an
Indian stock exchange if the equity shares are sold on a stock exchange. With respect to capital gains
arising in an off-market sale, long term capital gains are subject to tax at the rate of 20% (plus
applicable surcharge and cess) without the exemption of ₹ 100,000. Short-term capital gains, arising
from the sale of such equity shares on a stock exchange would be subject to tax at the rate of 15%
(plus applicable surcharge and cess), while short term capital gains arising in an off-market sale would
be subject to tax at a higher rate of 40% (plus applicable surcharge and cess) in the case of foreign
companies and 30% (plus applicable surcharge and cess) in the case of other non-resident taxpayers.
The Finance Act, 2019 amended the Indian Stamp Act, 1899 with effect from July 1, 2020 and clarified
that, in the absence of a specific provision under an agreement, the liability to pay stamp duty in case
of sale of securities through stock exchanges will be on the buyer, while in other cases of transfer for
consideration through a depository, the onus will be on the transferor. The stamp duty for transfer
of securities other than debentures, on a delivery basis is specified at 0.015% and on a non-delivery
basis is specified at 0.003% of the consideration amount. As such, there is no certainty on the impact
that the Finance Act, 2019 may have on our Company’s business and operations.
Page 75 of 465Further, any gain realised on the sale of listed equity shares held for a period of 12 months or less
will be subject to short term capital gains tax in India. In cases where the seller is a non-resident,
capital gains arising from the sale of the equity shares will be partially or wholly exempt from taxation
in India in cases where the exemption from taxation in India is provided under a treaty between India
and the country of which the seller is resident. Additionally, the Finance Act, 2020 does not require
dividend distribution tax to be payable in respect of dividends declared, distributed or paid by a
domestic company after March 31, 2020, and accordingly, such dividends would not be exempt in
the hands of the shareholders, both resident as well as non-resident. Historically, Indian tax treaties
do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may
be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the equity
shares.
Our Company cannot predict whether any tax laws or other regulations impacting it will be enacted,
or predict the nature and impact of any such laws or regulations or whether, if at all, any laws or
regulations would have a material adverse effect on our Company’s business, financial condition,
results of operations and cash flows.
78. Future sales of Equity Shares by our Promoter may adversely affect the market price of the Equity
Shares.
After the completion of the Issue, our Promoters will own, directly, more than [●]% of our
outstanding Equity Shares. Upon expiry of the lock-in period provided under the SEBI ICDR
Regulations, our Promoter will be eligible to sell part or all of the Equity Shares held by it. Future sales
of a large number of the Equity Shares by our Promoter, either in one sale or over a series of sales,
could adversely affect the market price of the Equity Shares. Similarly, the perception that any such
primary or secondary sale may occur could adversely affect the market price of the Equity Shares. No
assurance may be given that our Promoter will not dispose of, pledge or encumber their Equity
Shares in the future, or that the market price of the Equity Shares will not be adversely affected by
any such disposal, pledge or encumbrance of their Equity Shares.
79. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under
Indian law and thereby may suffer future dilution of their ownership position.
Under the Companies Act, a company having share capital and incorporated in India must offer its
holders of equity shares pre-emptive rights to subscribe and pay for a proportionate number of
equity shares to maintain their existing ownership percentages before the issuance of any new equity
shares, unless the pre-emptive rights have been waived by adoption of a special resolution. However,
if the laws of the jurisdiction where the investors are located in do does not permit them to exercise
their pre-emptive rights without our filing an offering document or registration statement with the
applicable authority in such jurisdiction, the investors will be unable to exercise their pre-emptive
rights unless we make such a filing. If we elect not to file a registration statement, the new securities
may be issued to a custodian, who may sell the securities for the investor's benefit. The value the
custodian receives on the sale of such securities and the related transaction costs cannot be
predicted. In addition, to the extent that the investors are unable to exercise pre-emption rights
granted in respect of the Equity Shares held by them, their proportional interest in us would be
reduced.
80. The requirements of being a publicly listed company may strain our resources.
We are not a publicly listed company and have not, historically, been subjected to the increased
scrutiny of our affairs by shareholders, regulators and the public at large that is associated with being
a listed company. As a listed company, we will incur significant legal, accounting, corporate
governance and other expenses that we did not incur as an unlisted company. We will be subject to
the Listing Regulations which will require us to file audited annual and unaudited quarterly reports
Page 76 of 465with respect to our business and financial condition. If we experience any delays, we may fail to
satisfy our reporting obligations and/ or we may not be able to readily determine and accordingly
report any changes in our results of operations as promptly as other listed companies. Further, as a
publicly listed company, we will need to maintain and improve the effectiveness of our disclosure
controls and procedures and internal control over financial reporting, including keeping adequate
records of daily transactions. In order to maintain and improve the effectiveness of our disclosure
controls and procedures and internal control over financial reporting, significant resources and
management attention will be required. As a result, our management’s attention may be diverted
from our business concerns, which may adversely affect our business, prospects, financial condition,
results of operations and cash flows. In addition, we may need to hire additional legal and accounting
staff with appropriate experience and technical accounting knowledge, but we cannot assure you
that we will be able to do so in a timely and efficient manner.
81. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares
they purchase in the Issue.
The Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain
actions must be completed before the Equity Shares can be listed and trading in the Equity Shares
may commence. Investors’ book entry, or ‘demat’ accounts with depository participants in India, are
expected to be credited with the Equity Shares within one working day of the date on which the Basis
of Allotment is approved by the Stock Exchanges. The Allotment of Equity Shares in this Issue and the
credit of such Equity Shares to the applicant’s demat account with depository participant could take
time from the Bid/Issue Closing Date and trading in the Equity Shares upon receipt of final listing and
trading approvals from the Stock Exchanges could also take from the Bid/Issue Closing Date. There
could be a failure or delay in listing of the Equity Shares on the Stock Exchanges. Any failure or delay
in obtaining the approval or otherwise any delay in commencing trading in the Equity Shares would
restrict investors’ ability to dispose of their Equity Shares. There can be no assurance that the Equity
Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will
commence, within the time periods specified in this risk factor. We could also be required to pay
interest at the applicable rates if allotment is not made, refund orders are not dispatched or demat
credits are not made to investors within the prescribed time periods.
82. Stringent environmental, health and safety laws and regulations or stringent enforcement of
existing environmental, health and safety laws and regulations may result in increased liabilities
and increased capital expenditures.
Our operations are subject to environmental, health and safety and other regulatory and statutory
requirements in the jurisdictions in which we operate. We are subject to various national, state,
municipal and local laws and regulations concerning environmental protection in India. Non-
compliance with these laws and regulations could expose us to civil penalties, criminal sanctions and
revocation of key business licenses. Environmental laws and regulations in India are becoming more
stringent and the scope and extent of new environmental regulations, including their effect on our
operations, cannot be predicted with any certainty. In case of any change in environmental or
pollution regulations, we may be required to invest in, among other things, environmental
monitoring, pollution control equipment and emissions management.
As a consequence of unanticipated regulatory or other developments, future environmental and
regulatory related expenditures may vary substantially from those currently anticipated. We cannot
assure you that our costs of complying with current and future environmental laws and other
regulations will not adversely affect our business, results of operations, financial condition or cash
flows. In addition, we could incur substantial costs, our products could be restricted from entering
certain markets and we could face other sanctions, if we were to violate or become liable under
environmental laws or if our products become non-compliant with applicable regulations. Our
potential exposure includes fines and civil or criminal sanctions, third-party property damage or
personal injury claims and clean-up costs. The amount and timing of costs under environmental laws
Page 77 of 465are difficult to predict.
83. Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP,
U.S. GAAP and IFRS, which may be material to the Financial Statements prepared and presented in
accordance with SEBI ICDR Regulations contained in this Red Herring Prospectus.
Our Restated Financial Information for the period ended on December 31, 2025 and for the Fiscal
Years ended on March 31, 2025, 2024 and 2023 have been prepared and presented in conformity
with Ind AS. Ind AS differs in certain significant respects from Indian GAAP, IFRS, U.S. GAAP and other
accounting principles with which prospective investors may be familiar in other countries. If our
financial statements were to be prepared in accordance with such other accounting principles, our
results of operations, cash flows and financial position may be substantially different. Prospective
investors should review the accounting policies applied in the preparation of our financial statements
and consult their own professional advisers for an understanding of the differences between these
accounting principles and those with which they may be more familiar. Any reliance by persons not
familiar with Indian accounting practices on the financial disclosures presented in this Red Herring
Prospectus should be limited accordingly.
84. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid amount) at any stage after submitting a bid, and Retail
Individual Investors are not permitted to withdraw their Bids after Bid/Issue closing date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to block the
Bid amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms
of quantity of equity shares or the Bid amount) at any stage after submitting a Bid. Similarly, Retail
Individual Investors can revise or withdraw their Bids at any time during the Bid/Issue period and
until the Bid/Issue closing date, but not thereafter. While we are required to complete all necessary
formalities for listing and commencement of trading of the Equity Shares on all Stock Exchanges
where such Equity Shares are proposed to be listed, including Allotment, within three Working Days
from the Bid/Issue Closing Date or such other period as may be prescribed by the SEBI, events
affecting the Investors’ decision to invest in the Equity Shares, including adverse changes in
international or national monetary policy, financial, political or economic conditions, our business,
results of operations, cash flows or financial condition may arise between the date of submission of
the Bid and Allotment. We may complete the Allotment of the Equity Shares even if such events
occur, and such events may limit the Investors’ ability to sell the Equity Shares Allotted pursuant to
the Issue or cause the trading price of the Equity Shares to decline on listing. Therefore, QIBs and
Non- Institutional Investors will not be able to withdraw or lower their bids following adverse
developments in international or national monetary policy, financial, political or economic
conditions, our business, results of operations, cash flows or otherwise between the dates of
submission of their Bids and Allotment.
85. Rights of shareholders of companies under Indian law may be more limited than under the laws of
other jurisdictions.
The rights of shareholders and the governance framework applicable to our Company are primarily
governed by Indian law and our Articles of Association. These may differ significantly from the legal
provisions applicable to companies incorporated in other jurisdictions. For instance, the scope of
shareholders’ rights, the duties and liabilities of directors, the enforceability of corporate actions,
and mechanisms for shareholder recourse may not be as extensive or as readily enforceable under
Indian law as in certain other countries. As a result, investors in our Company may find it more
difficult to assert their rights or pursue remedies as shareholders, compared to those available to
shareholders of companies incorporated in jurisdictions with more developed or investor-protective
legal regimes.
86. Future issuances or sales of the Equity Shares could dilute your shareholding and significantly affect
Page 78 of 465the trading price of the Equity Shares.
The future issuance of Equity Shares by us, the disposal of Equity Shares by any of our major
shareholders or the perception that such issuance or sales may occur, may lead to the dilution of
your shareholding in the Company or significantly affect the trading price of the Equity Shares. These
sales could also impair our ability to raise additional capital through the sale of our equity securities
in the future.
Furthermore, under the Securities Contract (Regulation) Rules, 1957, as amended (“SCRR”), listed
companies are required to maintain public shareholding of at least 25% of their issued share capital.
Failure to comply with the minimum public shareholding provision would require a listed company
to delist its shares and may result in penal action being taken against the listed company pursuant to
the SEBI Act. This may require us to issue additional Equity Shares or require our Promoter or
Promoter Group to sell their Equity Shares, which may adversely affect our trading price.
Page 79 of 465SECTION III – INTRODUCTION
THE ISSUE
The following table summarizes the details of the Issue:
Up to 1,19,68,000 Equity Shares of face value of ₹ 10/- each
Issue of Equity Shares of face value of ₹ 10/- each (1) (2)
aggregating to ₹ [●] Lakhs
The Issue Comprises of:
Not more than 59,81,300 Equity Shares of face value of ₹
A) QIB Portion (4)(5)(6)
10/- each aggregating to ₹ [●] Lakhs
of which
(i) Anchor Investor Portion Up to 35,88,700 Equity Shares of face value of ₹ 10/- each
(ii) Net QIB Portion (assuming Anchor Investor Portion
23,92,600 Equity Shares of face value of ₹ 10/- each
is fully subscribed)
of which:
(a) Mutual Fund Portion (5% of the Net QIB Portion) At least 1,19,600 Equity Shares of face value of ₹ 10/- each
(b) Balance of QIB Portion for all QIBs including Mutual
22,73,000 Equity Shares of face value of ₹ 10/- each
Funds
Not less than 17,96,700 Equity Shares of face value of ₹
B) Non-Institutional Portion (6)(7)
10/- each aggregating to ₹ [●] Lakhs
of which:
One-third of the Non-Institutional Portion available for
Up to 5,98,900 Equity Shares of face value of ₹ 10/- each
allocation to Bidders with an application size of more
aggregating to ₹ [●] Lakhs
than ₹ 2.00 Lakhs and up to ₹ 10.00 Lakhs
Two-third of the Non-Institutional Portion available for
Up to 11,97,800 Equity Shares of face value of ₹ 10/- each
allocation to Bidders with an application size of more
aggregating to ₹ [●] Lakhs
than ₹ 10.00 Lakhs
Not less than 41,90,000 Equity Shares of face value of ₹
C) Retail Portion (6)
10/- each aggregating to ₹ [●] Lakhs
Pre and Post Issue Equity Shares
Equity Shares outstanding prior to the Issue as at the
3,38,42,000 Equity Shares of face value of ₹ 10/- each
date of this Red Herring Prospectus
Equity Shares outstanding after the Issue [●] Equity Shares of face value of ₹ 10/- each
See the chapter titled “Objects of the Issue” beginning on
Utilization of Net Proceeds page 111, for details regarding the use of Net Proceeds from
the Issue.
Notes:
(1) The Issue has been authorized by our Board of Directors pursuant to the resolution passed at their meeting on September 10, 2025, and has
been approved by our shareholders pursuant to the special resolution passed at their extraordinary general meeting on September 11, 2025,
in accordance with Section 62(1)(c) of the Companies Act, 2013.
(2) Our Company has undertaken a Pre-IPO Placement of 18,32,000 Equity Shares of face value of ₹ 10 each at a price of ₹ 125/- per equity share
aggregating to ₹ 2,290 lakhs. The amount raised from the Pre IPO placement will be utilized for the objects of the issue as disclosed in the offer
document. The size of the Issue as disclosed in the Draft Red Herring Prospectus, aggregating up to 1,38,00,000 Equity Shares of face value of
₹ 10/- each has been reduced by 18,32,000 Equity Shares of face value of ₹ 10/- each pursuant to the Pre-IPO Placement, subject to compliance
with Rule 19(2)(b) of the SCRR, and accordingly, the Issue is for an aggregate of up to 1,19,68,000 Equity Shares of face value of ₹ 10/- each.
The Pre IPO Proceeds will be utilized in one of the objects of the Issue i.e. General Corporate Purposes. Further, the Pre-IPO Placement has not
exceeded 20% of the size of the Issue.
Our Company has appropriately intimated the subscribers to the Pre-IPO Placement that there is no guarantee that our Company may proceed
with the Issue, or the Issue may be successful and will result into listing of Equity Shares on the Stock Exchanges, and the investment is being
made solely at the risk of the investor.
(3) Our Company may, in consultation with the BRLM, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations. The QIB portion will accordingly be reduced from the shares allocated to Anchor Investors. Up to
40% of the Anchor Investor Portion shall be reserved in the following manner (i) 33.33% of the Anchor Investor Portion shall be reserved for
domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion shall be reserved for Life Insurance Companies and Pension Funds, subject
to valid Bids being received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor
Investor Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares in the Anchor Investor
Portion shall be added to the Net QIB Portion. Further 5% of the Net QIB Portion (excluding the Anchor Investor Portion) shall be available for
allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a
proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above
the Issue Price. However, if the aggregate demand from Mutual Funds is less than as specified above, the remaining Equity Shares available
Page 80 of 465for allotment in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to the QIB Bidders (other than
Anchor Investors) in proportion to their Bids. For further details, see the chapter titled “Issue Procedure” beginning on page 396.
(4) Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in any category except the QIB Portion, would be
allowed to be met with spill-over from any other category or combination of categories, as applicable, at the discretion of our Company, in
consultation with the BRLM and the Designated Stock Exchange. For further details, see the chapter titled “Issue Procedure” beginning on
page 396.
(5) Allocation to Bidders in all categories, except the Anchor Investors if any, Non-Institutional Bidders and the Retail Individual Bidders, if any,
shall be made on a proportionate basis, subject to valid Bids received at or above the Issue Price, as applicable. The allocation to each Retail
Individual Bidders shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in Retail Portion, and the remaining
available Equity Shares, if any, shall be Allocated on a proportionate basis. The allocation to each Non-Institutional Bidder shall not be less than
the minimum application size, subject to the availability of Equity Shares in Non-Institutional Portion, and the remaining Equity Shares, if any,
shall be Allocated on a proportionate basis. In accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR
Regulations. Allocation to Anchor Investors shall be on a discretionary basis in accordance with the SEBI ICDR Regulations. For further details,
see the chapter titled “Issue Procedure” beginning on page 396.
(6) Not less than 15% of the Issue shall be available for allocation to Non-Institutional Bidders of which one-third of the Non-Institutional Portion
will be available for allocation to Bidders with an application size more than ₹ 2.00 lakhs to ₹ 10.00 lakhs and two-thirds of the Non-Institutional
Portion will be available for allocation to Bidders with an application size of more than ₹ 10.00 lakhs, provided that the unsubscribed portion
in either of the aforementioned sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-
Institutional Bidders.
Further, for details in relation to the terms of the Issue, see the chapter titled “Terms of the Issue”
beginning on page 385. For details, including in relation to grounds for rejection of Bids, see the chapters
titled “Issue Structure” and “Issue Procedure” beginning on pages 391 and 396 respectively.
Page 81 of 465SUMMARY OF RESTATED FINANCIAL INFORMATION
The summary financial information presented below should be read in conjunction with the Restated
Financial Information, the notes thereto and the sections “Restated Financial Information” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning
on pages 265 and 326 respectively.
RESTATED STATEMENT OF ASSETS AND LIABILITIES
(₹ in lakhs)
For the period ended on For the Fiscal Year ended on March 31
Particulars
December 31, 2025 2025 2024 2023
ASSETS
(A) Non - current assets
i. Property, plant and equipment 1,435.48 1,396.34 106.30 7.92
ii. Right use of Assets 185.09 60.42 86.82 20.05
iii. Intangible Assets 184.81 - - -
iv. Capital Work in Progress 161.72 - - -
v. Financial assets
- Other financial assets 8.78 8.18 7.44 6.77
vi. Deferred tax assets (net) 26.86 14.31 9.67 3.14
Total Non-Current Assets 2,002.74 1,479.25 210.23 37.88
(B) Current assets
i. Inventories 9,902.38 10,723.91 4,491.67 1,041.67
ii. Financial assets
-Trade receivables 4,167.54 1,477.54 757.50 1,551.63
-Cash and cash equivalents 85.07 263.17 385.12 257.39
-Loans 0.76 0.80 0.02 -
-Other Financial assets 2.22 0.10 - 2.12
iii. Current Tax Assets - - 25.12 6.07
iv. Other Current Assets (Net) 259.29 140.63 851.27 4.36
Total Current Assets 14,417.26 12,606.15 6,510.70 2,863.24
Total Assets 16,420.00 14,085.40 6,720.93 2,901.12
EQUITY AND LIABILITIES
1) Equity
Equity Share capital 3,201.00 1.00 1.00 1.00
Other equity - attributable to owners of the company 5,164.16 5,812.42 3,279.29 1,806.82
Total Equity 8,365.16 5,813.42 3,280.29 1,807.82
2) Liabilities
Non - Current Liabilities
Financial liabilities
- Long-Term Borrowings 990.36 1,060.27 - -
- Long-Term Lease liabilities 131.98 41.14 63.33 13.53
Provisions 5.58 9.82 2.78 3.14
Total Non-Current Liabilities 1,127.92 1,111.23 66.11 16.67
Current liabilities
Financial liabilities
- Short-Term Borrowings 5501.25 6,419.57 1,969.51 583.79
- Short-Term Lease liabilities 69.99 30.14 32.87 9.15
- Trade payables
(a) total outstanding dues of micro and small 17.86 10.97 10.24 -
enterprises
(b) total outstanding dues of creditors other than micro 829.69
246.21 886.20 219.54
and small enterprises
- Other financial liabilities 63.50 115.86 27.97 13.71
Provisions 16.35 20.98 7.10 3.60
Other current liabilities 362.30 145.44 440.64 246.84
Current tax liabilities (net) 65.98 171.58 - -
Total Current Liabilities 6,926.92 7,160.75 3,374.53 1,076.63
Total Liabilities 8,054.84 8,271.98 3,440.64 1,093.30
Total Equity and Liabilities 16,420.00 14,085.40 6,720.93 2,901.12
Page 82 of 465RESTATED STATEMENT OF PROFITS AND LOSS
(₹ in lakhs)
For the period ended For the Fiscal Year ended on March 31
Particulars
on December 31, 2025 2025 2024 2023
Income
Revenue from operations 12,379.01 12,493.73 6,944.26 4,660.41
Other income 0.63 0.74 0.99 0.07
Total income 12,379.64 12,494.47 6,945.25 4,660.48
Expenses
Cost of Material Consumed 8,083.66 13,011.95 7,760.17 3,830.16
Purchase of stock-in-trade - - - -
Changes in inventories of Finished Goods, (53.74) (4,803.03) (2,815.06) (529.15)
Work-In-Progress and Stock-In-Trade
Employee benefit expenses 239.68 211.10 25.40 12.58
Finance costs 503.66 582.51 79.90 15.26
Depreciation and amortization expenses 89.56 62.75 37.42 9.42
Other expenses 441.80 359.04 78.58 69.39
Total expenses 9,304.62 9,424.32 5,166.41 3,407.66
Profit before tax 3,075.02 3,070.15 1,778.84 1,252.82
Tax Expenses
Current tax 544.88 537.35 314.63 217.12
Deferred tax (14.10) (3.91) (6.83) (3.28)
Total tax expenses 530.78 533.44 307.80 213.84
Profit after tax 2,544.24 2,536.71 1,471.04 1,038.98
Other comprehensive (income) / expenses
Items that will not be reclassified to Profit or (9.06) 4.32 (1.73) -
Loss
- Income tax in respect of above 1.55 (0.74) 0.30 -
Items that will be reclassified to Profit or Loss - - - -
- Income tax in respect of above - - - -
Total other comprehensive income/loss for (7.51) 3.58 (1.43) -
the year
Total comprehensive income/loss for the 2,536.73 2,540.29 1,469.61 1,038.98
year
Earning per equity share of ₹ 10/- each (in ₹)
- Basic 7.95 25,367.07 14,710.39 10,389.81
- Diluted 7.95 25,367.07 14,710.39 10,389.81
- Basic (Adjusted with Bonus Share) 7.95 7.92 4.60 3.25
Page 83 of 465RESTATED STATEMENT OF CASH FLOWS
(₹ in lakhs)
For the period For the Fiscal Year ended on March 31
Particulars ended on December
2025 2024 2023
31, 2025
A. Cash flow from operating activities
Net Profit before tax and Extraordinary Items 3,075.02 3,070.15 1,778.84 1,252.82
Adjustments for:
Interest and Finance cost 503.66 582.51 79.90 15.26
Depreciation expenses 89.56 62.75 37.42 9.42
Provision for CSR - - - 6.24
Effect related to Gratuity-OCI 9.06 (4.32) 1.73 -
Interest income - - (0.32) -
Other Adjustment (IND-AS Transition) - - - (3.35)
Operating Profit before working capital changes 3,677.30 3,711.09 1,897.57 1,280.39
Adjustments for:
(Increase)/ Decrease in trade receivables (2,690.00) (720.04) 794.13 (941.18)
(Increase)/ Decrease in inventories 821.53 (6,232.24) (3,450.00) (749.59)
(Increase)/ Decrease in Other Non-Current Asset - - - 0.04
(Increase)/ Decrease in Other Current Asset (118.66) 710.64 (846.91) (1.43)
(Increase)/ Decrease in Other Financial Asset (2.72) (0.84) 1.45 (8.89)
Increase/ (Decrease) in Long Term Provisions (4.24) 7.04 (0.36) 3.14
Increase/ (Decrease) in Short Term Provisions (4.63) 13.88 3.50 (0.38)
Increase/ (Decrease) in Trade Payables 590.37 (639.26) 676.90 110.39
Increase/ (Decrease) in other financial liabilities (52.36) 87.89 14.26 6.61
Increase/ (Decrease) in other current liabilities 216.85 (295.20) 193.82 246.84
Cash generated from operations 2,433.44 (3,357.04) (715.64) (54.06)
Tax Paid (650.48) (340.65) (333.69) (223.19)
Net cash inflow from / (Used In) Operating
1,782.96 (3,697.69) (1,049.33) (277.25)
Activities (A)
B. Cash flow from investing Activities
Purchase of Fixed Assets and Intangible Assets (275.91) (1,326.38) (109.41) (6.96)
Increase/ Decrease in Right of use of Asset (162.27) - (93.17) -
Interest Received - - 0.32 -
Increase/ Decrease in Capital Work in Progress (161.72) - - -
Net cash outflow from / (Used In) Investing
(599.90) (1,326.38) (202.26) (6.96)
Activities (B)
C. Cash Flow from financing activities
Proceeds from Long-Term Borrowings 1,150.00 1,200.00 - -
Repayment of Long-Term Borrowings (1,219.91) (139.73) - -
(Decrease) / Increase in Short Term Borrowings (918.32) 4,450.06 1,385.72 549.62
(Decrease) / Increase in loans 0.04 (0.78) (0.02) -
(Decrease) / Increase in Short term lease Liability 39.85 (2.73) 23.72 9.15
(Decrease) / Increase in Long term lease Liability 90.84 (22.19) 49.80 (15.27)
Interest Paid (503.66) (582.51) (79.90) (15.26)
Net cash inflow/outflow from Financing Activities
(1,361.16) 4,902.12 1,379.32 528.24
(C)
Net (decrease)/ increase in Cash (A)+(B)+(C) (178.10) (121.95) 127.73 244.03
Cash and cash equivalents at the beginning of the
263.17 385.12 257.39 13.36
year
Cash and cash equivalents at the end of the year 85.07 263.17 385.12 257.39
Page 84 of 465SUMMARY OF CONTINGENT LIABILITIES
A summary of our contingent liabilities as at December 31, 2025, as per Ind AS 37 – Provisions,
Contingent Liabilities and Contingent Assets, derived from our Restated Financial Information is set forth
below:
(₹ in Lakhs)
For the Period Ended
Particulars
December 31, 2025
(I) Contingent liabilities
a) GST demand -
b) Income Tax Demand -
(II) Commitments:
(a) Estimated amount of contracts remaining to be executed on capital account and not provided
-
(net of capital advances)
Total -
For further details of our contingent liabilities (as per Ind AS 37) as on December 31, 2025, see “Restated
Financial Information – Note 35 - Contingent Liabilities and Capital Commitments” on page 302.
Page 85 of 465SUMMARY OF RELATED PARTY TRANSACTIONS
The details of related party transactions for the period ended on December 31, 2025, and for the Fiscal Year ended on March 31, 2025, 2024 and 2023 based on Restated
Financial Information are given as under:
Amount of Amount of
Amount O/s as Amount O/s as Amount of Amount of Amount O/s as Amount of Amount of Amount O/s as Amount of Amount of Amount O/s as
Transaction Transaction
Sr Nature of Nature of on 31.12.2025 on 31-03-2025 Transaction Transaction on 31-03-2024 Transaction Transaction on 31-03-2023 Transaction Transaction on 31-03-2022
Name of Party debited in credited in
No. Relation Transaction Payable / Payable / debited in credited in Payable / debited in credited in Payable / debited in credited in Payable /
01.04.2025 to 01.04.2025 to
(Receivable) (Receivable) 2024-25 2024-25 (Receivable) 2023-24 2023-24 (Receivable) 2022-23 2022-23 (Receivable)
31.12.2025 31.12.2025
unsecured loan
- 283.00 1.22 281.79 493.27 773.30 1.75 165.00 157.27 9.48 0.10 2.00 7.58
(including interest)
1. Nitin Gilara Promoter
Reimbursement 5.99 1.03 7.03 - 2.57 2.57 - - - - 0.01 0.01 -
Remuneration 1.75 16.25 18.00 - 24.00 24.00 - - - - - - -
unsecured loan
- 448.13 2.19 445.94 1707.74 1315.46 838.22 917.60 1749.00 6.82 110.17 111.72 5.27
(including interest)
2. Prateek Gilara Promoter Reimbursement 4.94 8.36 8.07 5.23 11.04 10.09 6.18 - 5.85 0.33 1.33 1.66 -
Remuneration 1.75 16.25 18.00 - 24.00 24.00 - - - - - - -
Rent Expense 0.77 3.79 3.83 0.74 4.66 5.03 0.37 5.85 4.57 1.65 4.82 4.16 2.31
unsecured loan
- 409.86 2.43 407.44 772.53 1177.94 2.02 1,457.50 1,447.97 11.55 25.23 17.25 19.52
(including interest)
3. Vipul Gilara Promoter
Reimbursement - 2.95 2.95 - - - - 0.09 - 0.09
Remuneration 1.75 16.25 18.00 - 24.00 24.00 - - - - - - -
unsecured loan
4. Krishna Vardhan Gilara Promoter - 122.28 20.61 101.66 0.18 101.84 - - - - - - -
(including interest)
unsecured loan
- 47.88 0.35 47.52 120.27 164.94 2.85 2.05 2.85 2.05 0.03 0.29 1.79
(including interest)
Promoter
5. Abhishek Gilara Rent Expense 0.77 3.79 3.83 0.74 4.66 5.03 0.37 5.85 4.57 1.65 4.82 4.16 2.31
Group
Remuneration 1.55 0.88 2.03 - 24.00 24.00 - - - - - - -
Reimbursement 1.75 16.25 18.00 - 2.13 2.13 - 2.93 0.08 2.85 - 2.85 -
unsecured loan
Promoter - 23.35 0.18 23.17 91.91 115.08 - - - - - - -
6. Deepa Gilara (including interest)
Group
Rent Expenses 0.74 1.72 2.46 - - - - - - - - - -
unsecured loan
- 47.93 0.36 47.57 0.08 47.64 - - - - - - -
Promoter (including interest)
7. Gordhan Das Gilara
Group Salary 1.00 8.00 9.00 - - - - - - - - - -
Rent Expenses 1.98 4.62 6.60 - - - - - - - - - -
unsecured loan
Promoter - 61.98 0.47 61.51 40.25 101.76 - - - - - - -
8. Kiran Gilara (including interest)
Group
Rent Expenses 0.49 1.97 2.46
unsecured loan - 166.64 1.26 165.38 0.41 165.79 - 180.00 83.00 97.00 - 97.00 -
Promoter (including interest)
9. Giriraj Prasad Gilara
Group Rent Expenses 1.98 4.62 6.600 - - - - - - - - - -
Salary 1.00 8.00 9.00 - 4.80 4.80 - - - - - - -
Reimbursement 1.04 - 1.04 - - - - 74.26 74.26 - 75.01 75.01 -
Purchase (including
- 1,177.18 1,905.18 (728.00) 538.79 1,266.79 - 183.36 183.36 -
Promoter GST)
10. Rambhajo’s
Group Purchase (Intangible
- 182.00 182.00 - - - - - - - - - -
Assets)
Sales (including GST) - 1,135.14 1,135.14 - - 271.57 (271.57) 1,651.58 1,869.79 (489.78)
Promoter
11. Govind Agencies Loans given - - - - 405.00 405.00 - - - -
Group
Page 86 of 465Amount of Amount of
Amount O/s as Amount O/s as Amount of Amount of Amount O/s as Amount of Amount of Amount O/s as Amount of Amount of Amount O/s as
Transaction Transaction
Sr Nature of Nature of on 31.12.2025 on 31-03-2025 Transaction Transaction on 31-03-2024 Transaction Transaction on 31-03-2023 Transaction Transaction on 31-03-2022
Name of Party debited in credited in
No. Relation Transaction Payable / Payable / debited in credited in Payable / debited in credited in Payable / debited in credited in Payable /
01.04.2025 to 01.04.2025 to
(Receivable) (Receivable) 2024-25 2024-25 (Receivable) 2023-24 2023-24 (Receivable) 2022-23 2022-23 (Receivable)
31.12.2025 31.12.2025
Promoter
12. Shree Nath International Loans given - - - - - - - 325.00 325.00 - - - -
Group
unsecured loan
(including - 94.04 0.71 93.33 23.18 116.51 - - - - - - -
13. Rachna Gilara SMP
interest)
Salary 1.50 5.25 6.75 - - - - - - - - - -
unsecured loan
(including - 7.61 0.06 7.55 120.28 127.83 - - - - - - -
14. Swati Gilara SMP
interest)
Salary 1.50 5.25 6.75 - - - - - - - - - -
unsecured loan
Group
15. Rambhajo Buildcon Private Limited (including - 127.82 36.72 91.10 550.88 33.76 608.21 15.25 166.57 456.89 200.77 657.66 -
Company
interest)
16. Deepesh Sharma KMP Salary 1.58 7.18 8.75 - - - - - - - - - -
17. Pratibha Soni KMP Salary 1.00 4.00 5.00 - - - - - - - - - -
Reimbursement - - - - 0.55 0.55 - - -
- - - -
Group
18. Janak Nandini Buildwell Private Limited unsecured loan
Company
(including - 75.34 8.62 66.71 580.92 131.17 516.46 100.38 616.84
- - - -
interest)
For details of Related Party Transactions for the period ended on December 31, 2025, and during the FY 2024-25, 2023-24 and 2022-23, see “Restated Financial
Information – Note 42– Related Party Transactions” on page 307-309.
Page 87 of 465GENERAL INFORMATION
Our Company was incorporated in Jaipur, Rajasthan as “Advit Jewels Private Limited” a private limited
company under the Companies Act, 2013, pursuant to a certificate of incorporation dated October 29,
2019, issued by Registrar of Companies, Central Registration Centre, Manesar. Thereafter, our Company
was converted from a private limited company to a public limited company under the provisions of the
Companies Act, 2013, pursuant to a resolution passed in the extraordinary general meeting of our
Shareholders held on April 16, 2025. Accordingly, upon conversion the name of our Company was
changed to “Advit Jewels Limited” by deletion of the word ‘Private’. A fresh certificate of incorporation
consequent upon conversion of our Company from private limited company to public limited company
dated April 30, 2025, was issued by the Registrar of Companies, Central Processing Centre bearing
Corporate Identification Number “U36910RJ2019PLC066804”.
For details of incorporation, change in name and registered office of our Company, see the chapter titled
“History and Certain Corporate Matters” beginning on page 233.
REGISTERED OFFICE OF OUR COMPANY
The address and certain other details of our Registered Office are as follows:
Advit Jewels Limited
Flat No. 301, Pearl Premier, Plot No. 4,
Jamna Lal Bajaj Marg, C-Scheme,
Jaipur, Rajasthan, India -302001
Telephone: +91 – 9216035990
Website: www.rambhajo.com
Email ID: cs@advitjewels.com
Contact Person: Pratibha Soni
CORPORATE OFFICE OF OUR COMPANY
The address and certain other details of our Corporate Office are as follows:
Advit Jewels Limited
Flat No 201 and Basement Pearl Premier,
Plot No 4 Jamna Lal Bajaj Marg C-Scheme,
Ashok Nagar, Jaipur, Rajasthan, India, 302001
Telephone: +91 – 9216035990
Website: www.rambhajo.com
Email ID: cs@advitjewels.com
Contact Person: Pratibha Soni
COMPANY REGISTRATION NUMBER AND CORPORATE IDENTITY NUMBER
The registration number and corporate identity number of our Company are set forth below:
Particulars Number
Company Registration Number 066804
Corporate Identity Number U36910RJ2019PLC066804
REGISTRAR OF COMPANIES
Our Company is registered with RoC which is located at the following address:
Page 88 of 465Registrar of Companies, Jaipur
Corporate Bhawan, C/6-7, 1st Floor,
Residency Area, Civil Lines,
Jaipur-302001, Rajasthan.
Website: www.mca.gov.in
BOARD OF DIRECTORS
The following table sets out the brief details of our Board as on the date of this Red Herring Prospectus:
Name and Designation DIN Address
Nitin Gilara 31, Karni Nagar, Queens Road, Vaishali Nagar, Jaipur, Rajasthan
03499237
Chairman and Managing Director 302021
Prateek Gilara 31, Karni Nagar, Queens Road, Vaishali Nagar, Jaipur, Rajasthan
03499186
Whole-Time Director 302021
Vipul Gilara 31, Karni Nagar, Queens Road, Vaishali Nagar, Jaipur, Rajasthan
03499259
Whole-Time Director 302021
Krishna Vardhan Gilara 31, Karni Nagar, Queens Road, Vaishali Nagar, Jaipur, Rajasthan
11019111
Non-Executive Director 302021
Amit Bardia 2004, Pitaliyon Ka Chowk, Johri Bazar, Johri Bazar, Jaipur City,
02924942
Independent Director Jaipur, Rajasthan - 302003
Sidharth Bafna
11194079 C-315, Hans Marg, Malviya Nagar, Jaipur, Rajasthan - 302017
Independent Director
Divyank Bader 15, Takhte Shahi Road, JLN Marg, Jawahar Nagar, PO: Jawahar
07706098
Independent Director Nagar, DIST: Jaipur, Rajasthan -302004
Arzoo Mantri Dr. Shri Kishn Bihani Road, Bigga Bass Ward No. 15,
11025205
Independent Director Dungargarh, Bikaner, Rajasthan -331803
For further details and brief profiles of our Board of Directors, see the chapter titled “Our Management-
Brief Biographies of our Directors” beginning on page 239-240.
COMPANY SECRETARY AND COMPLIANCE OFFICER
Pratibha Soni is the Company Secretary and Compliance Officer of our company. Her contact details are
as follows:
Pratibha Soni
ACS No.: 71116
Tel: +91 – 9216035990
E-mail: cs@advitjewels.com
Investor Grievances
Bidders can contact our Company Secretary and Compliance Officer, and/or the Registrar to the Issue in
case of any Pre-Issue or Post-Issue related problems such as non-receipt of letters of Allotment, non-
credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or
non-receipt of funds by electronic mode etc. For all Issue related queries and for redressal of complaints,
Bidders may also write to the BRLM or the Registrar to the Issue, in the manner provided below.
All grievances related to the Issue, other than of Anchor Investors, may be addressed to the Registrar to
the Issue with a copy to the relevant Designated Intermediary (ies) with whom the Bid cum Application
Form was submitted, giving full details such as name of the Sole or First Bidder, Bid cum Application
Form number, Bidder’s DP ID, Client ID, UPI ID, PAN, date of submission of the Bid cum Application Form,
address of the Bidder, number of Equity Shares applied for, the name and address of the Designated
Intermediary (ies) where the Bid cum Application Form was submitted by the Bidder and ASBA Account
number (for Bidders other than UPI Bidders using the UPI Mechanism) in which the amount equivalent
to the Bid Amount was blocked or the UPI ID in case of UPI Bidder using the UPI Mechanism.
Page 89 of 465All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock
Exchanges with a copy to the Registrar to the Issue. Further, the Bidder shall enclose the
Acknowledgment Slip or the application number from the Designated Intermediaries in addition to the
documents or information mentioned hereinabove.
All grievances of the Anchor Investors may be addressed to the Registrar to the Issue, giving full details
such as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Bid cum Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form, and the name and
address of the BRLM where the Anchor Investor Application Form was submitted by the Anchor Investor.
In terms of SEBI circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154, dated November 11, 2024,
SEBI/HO/CFD/DIL2/CIR/P/2018/22, dated February 15, 2018, SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular
no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April, 20, 2022, and subject to applicable law, any ASBA Bidder
whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the
option to seek redressal of the same by the concerned SCSB within 3 months of the date of listing of the
Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing which the
concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this
period of 15 days.
REGISTRAR TO THE ISSUE
Bigshare Services Private Limited
S6-2, 6th Floor, Pinnacle Business Park,
Mahakali Caves Road, next to Ahura Centre,
Andheri (East), Mumbai - 400093
Tel: + 022 - 6263 8200
Website: www.bigshareonline.com
Email: ipo@bigshareonline.com
Investor Grievance ID: investor@bigshareonline.com
Contact Person: Mr. Babu Rapheal C.
SEBI Registration Number: INR000001385
BOOK RUNNING LEAD MANAGER (BRLM)
Holani Consultants Private Limited
401 – 405 & 416 – 418 4th Floor,
Soni Paris Point, Jai Singh Highway,
Bani Park, Jaipur – 302016, Rajasthan
Telephone: +91 – 141 – 2203996
E-mail ID: ipo@holaniconsultants.co.in
Investor Grievance ID: complaints.redressal@holaniconsultants.co.in
Website: www.holaniconsultants.co.in
Contact Person: Mrs. Payal Jain
SEBI Registration No.: INM000012467
STATEMENT OF INTER-SE ALLOCATION OF RESPONSIBILITIES AMONG THE BRLM
Holani Consultants Private Limited is the sole BRLM to the Issue and all the responsibilities relating to
co-ordination and other activities in relation to the Issue shall be performed by them and hence a
statement of inter-se allocation of responsibilities is not required.
Page 90 of 465SYNDICATE MEMBER
Holani Consultants Private Limited
401 – 405 & 416 – 418 4th Floor,
Soni Paris Point, Jai Singh Highway,
Bani Park, Jaipur – 302016, Rajasthan
Telephone: +91 – 141 – 2203996
E-mail ID: broking@holaniconsultants.co.in
Website: www.holaniconsultants.co.in
Contact Person: Mr. Suyash Holani
SEBI Registration No.: INZ000299835
LEGAL ADVISOR TO THE COMPANY
Chir Amrit Legal LLP
6th Floor, Unique Destination,
Tonk Road, Jaipur – 302015, Rajasthan.
Tel: 0141- 4044500
E-mail: harsha@chiramritlaw.com
Website: www.chiramritlaw.com
Contact Person: Ms. Harsha Totuka
STATUTORY AND PEER REVIEW AUDITOR OF OUR COMPANY
M/s Keyur Shah and Associates,
Chartered Accountants
303, Shitiratna Building, B/s. Radisson Blu Hotel,
Nr. Panchvati Circle, Ambawadi,
Ahmedabad, Gujarat – 380006
Tel: +91 – 7948999595
Website: www.keyurshahca.com
E-mail: ca.keyurshah2015@gmail.com
Contact Person: Mr. Keyur Shah
Firm Registration Number: 333288W
Membership No: 153774
Peer Review Number: 017640
CHANGES IN STATUTORY AUDITORS
Except as mentioned below, there has been no change in our statutory auditors in the three years
preceding the date of this Red Herring Prospectus:
Name of Statutory Auditor Date of Change Reason
M/s Keyur Shah & Associates, Chartered Accountants
303, Shitiratna Building, B/s. Radisson Blu Hotel, Nr. Panchvati
Circle, Ambawadi, Ahmedabad, Gujarat – 380 006 Appointment as the Statutory
Appointed on
Tel: +91 – 114353 8511 Auditor of the company for
September 30,
E-mail: ca.keyurshah2015@gmail.com the period of five years from
2025
Contact Person: Mr. Keyur Shah FY 2025-26 to FY 2029-30.
Firm Registration Number: 333288W
Membership No: 153774
M/s Keyur Shah & Associates, Chartered Accountants Appointment as the Statutory
303, Shitiratna Building, B/s. Radisson Blu Hotel, Nr. Panchvati Auditor to fill the casual
Circle, Ambawadi, Ahmedabad, Gujarat – 380 006 Appointed on vacancy till the date of
Tel: +91 – 114353 8511 June 09, 2025 conclusion of next Annual
E-mail: ca.keyurshah2015@gmail.com General Meeting held for the
Contact Person: Mr. Keyur Shah Financial Year 2024-25.
Page 91 of 465Name of Statutory Auditor Date of Change Reason
Firm Registration Number: 333288W
Membership No: 153774
M/s VKG & Company, Chartered Accountants
“Shree Ramam”, 58, Shree Gopal Nagar, Gopal Pura Bye Pass
Road Jaipur, Rajasthan – 302019
Tel: +91 – 9829015122 Pre-occupation in other
May 23, 2025
E-mail: vkgca70583@rediffmail.com assignments.
Contact Person: Mr. Vivek Agarwal
Firm Registration Number: 014547C
Membership No: 422826
BANKERS TO THE COMPANY
HDFC Bank Limited ICICI Bank Limited
C-96 Kamal Kunj Apartement Subhash Marg Panch Batti, C Bhagat Bhawan, MI Road Jaipur Rajasthan 302001
Scheme Kamal Kunj Jaipur Tel: +91-9271856764, 9649901020
Tel: +91– 9928321743, 9983777725 E-mail: smrati.kotia@icicibank.com,
E-mail: deepak.jain5@hdfcbank.com dipti.nahata@icicibank.com
Website: www.hdfcbank.com Website: www.icicibank.com
Contact Person: Deepak Jain/Ankur Upadhyay Contact Person: Smrati Kotia /Dipti Nahata
BANKER(S) TO THE ISSUE
Escrow Collection Bank(s)
HDFC Bank Limited
FIG-OPS Department – Lodha, I Think Techno Campus,
O-3 Level, Next to Kanjurmarg Railway Station,
Kanjurmarg (East), Mumbai-400042, Maharashtra, India
Tel: +91– 22 30752927/28/2914
Fax: +91 – 22 25799801
E-mail: siddharth.jadhav@hdfcbank.com, sachin.gawade@hdfcbank.com, eric.bacha@hdfcbank.com,
vaibhav.gadge@hdfcbank.com
Website: www.hdfcbank.com
Contact Person: Siddharth Jadhav/Eric Bacha/ Sachin Gawade/ Vaibhav Gadge
SEBI Registration No.: INBI00000063
Refund Bank(s)
HDFC Bank Limited
FIG-OPS Department – Lodha, I Think Techno Campus,
O-3 Level, Next to Kanjurmarg Railway Station,
Kanjurmarg (East), Mumbai-400042, Maharashtra, India
Tel: +91– 22 30752927/28/2914
Fax: +91 – 22 25799801
E-mail: siddharth.jadhav@hdfcbank.com, sachin.gawade@hdfcbank.com, eric.bacha@hdfcbank.com,
vaibhav.gadge@hdfcbank.com
Website: www.hdfcbank.com
Contact Person: Siddharth Jadhav/Eric Bacha/ Sachin Gawade/ Vaibhav Gadge
SEBI Registration No.: INBI00000063
Public Issue Account Bank(s)
ICICI Bank Limited
Capital Market Division, 163, 5th Floor,
H.T. Parekh Marg, Backbay Reclamation,
Churchgate, Mumbai – 400020
Tel: +022- 68052182
Fax: +022- 22611138
Page 92 of 465E-mail: Ipocmg@icici.bank.in
Website: www.icici.bank.in
Contact Person: Varun Badai
SEBI Registration No.: INBI00000004
Sponsor Banks
HDFC Bank Limited
FIG-OPS Department – Lodha, I Think Techno Campus,
O-3 Level, Next to Kanjurmarg Railway Station,
Kanjurmarg (East), Mumbai-400042, Maharashtra, India
Tel: +91– 22 30752927/28/2914
Fax: +91 – 22 25799801
E-mail: siddharth.jadhav@hdfcbank.com, sachin.gawade@hdfcbank.com, eric.bacha@hdfcbank.com,
vaibhav.gadge@hdfcbank.com
Website: www.hdfcbank.com
Contact Person: Siddharth Jadhav/Eric Bacha/ Sachin Gawade/ Vaibhav Gadge
SEBI Registration No.: INBI00000063
ICICI Bank Limited
Capital Market Division, 163, 5th Floor,
H.T. Parekh Marg, Backbay Reclamation,
Churchgate, Mumbai – 400020
Tel: +022- 68052182
Fax: +022- 22611138
E-mail: Ipocmg@icici.bank.in
Website: www.icici.bank.in
Contact Person: Varun Badai
SEBI Registration No.: INBI00000004
DESIGNATED INTERMEDIARIES
Self – Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available on the SEBI website at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, updated from time to time
or at such other website as may be prescribed by SEBI from time to time.
A list of the Designated SCSB Branches with which an ASBA Bidder (other than a UPI Bidder using the
UPI Mechanism), not bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or
CDP may submit the ASBA Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, on the
SEBI Website or at such other websites as may be prescribed by SEBI from time to time.
Details of the nodal officers of SCSBs, identified for the bids made through the UPI Mechanism are
available at www.sebi.gov.in
Self – Certified Syndicate Banks eligible as Issuer Banks for UPI Mechanism
In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI
Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20th, 2022 UPI Bidders using UPI Mechanism may apply
through the SCSBs and mobile applications whose name appear on the websites of SEBI at
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43)
respectively as updated from time to time.
Page 93 of 465Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors) submitted under ASBA process to a member of
the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs
to receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the
website of the SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35, which may be
updated from time to time or any such other website as may be prescribed by SEBI from time to time.
For more information on such branches collecting Bid cum Application Forms from the Syndicate at
Specified Locations, see the website of the SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do? Do Recognised=yes & in 71tm Id=35 or any
such other website as may be prescribed by SEBI from time to time.
Registered Brokers
The list of the Registered Brokers, eligible to accept ASBA Forms from the bidders (other than UPI
Bidders), including details such as postal address, telephone number, and email address, is provided on
the websites of stock exchanges at
http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx? and
http://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, respectively, or
such other websites as updated from time to time.
Registrar and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms from at the Designated RTA Locations, including details
such as address, telephone number, and e-mail address, is provided on the websites of Stock Exchanges
at http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx and
http://www.nseindia.com/products-services/initial-public-offerings-asba-procedure, respectively as
updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details
such as name and contact details, are provided on the websites of stock exchanges at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx and on the websites of NSE at
http://www.nseindia.com/products-services/initial-public-offerings-asba-procedure respectively, or
such other websites as updated from time to time.
EXPERTS
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated August 25, 2025 from our Statutory Auditors, M/s
Keyur Shah and Associates, Chartered Accountants, to include their name as required under Section
26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus and
as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their
capacity as our Statutory Auditor, and in respect of their (i) examination report, dated April 22, 2026 on
our Restated Financial Information and (ii) statement of Special Tax Benefits available to our company,
its shareholders dated May 05, 2026 included in this Red Herring Prospectus and such consents have
not been withdrawn as on the date of this Red Herring Prospectus.
In addition, our Company has also received (i) written consent dated August 31, 2025 from Independent
Chartered Engineer, Pawan Sut Sharma, in relation to the manufacturing capacity of the Company and
written consent dated April 04, 2025 from Lokesh Kumar Kasliwal, Govt Approved Valuer for Gem
stones and jewellery on the stock valuation, to include their names in this Red Herring Prospectus and
as an “expert” as defined under section 2(38) of the Companies Act, 2013 and such consents have not
been withdrawn as on the date of this Red Herring Prospectus.
Page 94 of 465However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S.
Securities Act.
MONITORING AGENCY
Our Company has appointed CRISIL Ratings Limited as a Monitoring Agency, to monitor the utilization of
gross proceeds in accordance with Regulation 41 of the SEBI ICDR Regulations.
CRISIL Ratings Limited
Crisil House, Lightbridge IT Park, Saki Vihar Road,
Andheri East, Mumbai 400 072
Tel: 91-22- 6137 3000
Website: www.crisilratings.com
Email: crisilratingdesk@crisil.com
Contact Person: Shounak Chakravarty
SEBI Registration Number: IN/CRA/001/1999
For further details in relation to the proposed utilisation of the Net Proceeds, see “Objects of the Issue
– Proposed Utilization of Net Issue Proceeds” on page 111.
CREDIT RATING
As this is an Issue consisting only of Equity Shares, there is no requirement to obtain credit rating for the
Issue.
DEBENTURE TRUSTEES
As this is an Issue consisting only of Equity Shares, the appointment of debenture trustee is not required.
APPRAISING ENTITY
None of the objects of the Issue for which the Net Proceeds will be utilised have been appraised by any
agency.
GRADING TO THE ISSUE
No credit agency registered with SEBI has been appointed for obtaining grading for the Issue.
GREEN SHOE OPTION
No green shoe option is contemplated under the Issue.
UNDERWRITING AGREEMENT
After the determination of the Issue Price and allocation of Equity Shares, but prior to the filing of the
Prospectus with the RoC our Company intend to enter into an Underwriting Agreement with the
Underwriters for the Equity Shares proposed to be issued and offered in the Issue. The extent of
underwriting obligations and the Bids to be underwritten by each BRLM in the Issue shall be as per the
Underwriting Agreement. Pursuant to the terms of the Underwriting Agreement, the obligations of the
Underwriters will be several and will be subject to certain conditions to closing, as specified therein.
The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite
the following number of Equity Shares:
Page 95 of 465Indicative Number % of the Total
Amount
Name and Address of the Underwriters of Equity Shares to Issue size
Underwritten
be Underwritten Underwritten
[●]
[●]
Telephone: [●]
E-mail ID: [●]
[●] [●] [●]
Investor Grievance ID: [●]
Website: [●]
Contact Person: [●]
SEBI Registration No.: [●]
(This portion has been intentionally left blank and will be filled in before filing the Prospectus with the RoC.)
The above-mentioned underwriting commitments are indicative and will be finalized after determination
of the Issue Price and Basis of Allotment and the same will be subject to and in accordance with the
provisions of the SEBI ICDR Regulations.
In the opinion of our Board of Directors, (based on representations made to our Company by the
Underwriters), the resources of the aforementioned Underwriters are sufficient to enable them to
discharge their respective underwriting obligations in full. The aforementioned Underwriters are
registered as Merchant Bankers or Stock-Brokers with SEBI under Section 12(1) of the SEBI Act. Our
Board, at its meeting held on [●], has accepted and entered into the Underwriting Agreement
mentioned above on behalf of our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting
commitment set forth in the table above. Notwithstanding the above table, the Underwriters shall be
severally responsible for ensuring payment with respect to the Equity Shares allocated to investors
respectively procured by them in accordance with the Underwriting Agreement.
In the event of any default in payment, the respective Underwriter, in additions to other obligations
define in the Underwriting agreement, will also be required to procure subscribers for or subscribe to
the equity share to the extent of the defaulted amount in accordance with the Underwriting Agreement.
The Underwriting Agreement has not been executed as on date of this Red Herring Prospectus and will
be executed after determination of Issue Price and Allocation of Equity Shares, but prior to filing the
Prospectus with the RoC. The extent of underwriting obligations (including any defaults in payment for
which the respective Underwriter is required to procure subscribers for or subscribe to the Equity Shares
to the extent of the defaulted amount) and the Bids to be underwritten in the Issue shall be as per
Underwriting Agreement.
FILING OF THE DRAFT RED HERRING PROSPECTUS
A copy of the Draft Red Herring Prospectus was filed electronically through the SEBI Intermediary Portal
at https://siportal.sebi.gov.in, in accordance with SEBI circular bearing reference
SEBI/HO/CFD/DIL1/CIR/P/2018/ 011 dated January 19, 2018 and has been emailed to SEBI at
cfddil@sebi.gov.in, in accordance with the instructions issued by the SEBI on March 27, 2020, in relation
to “Easing of Operational Procedure –Division of Issues and Listing–CFD”. A copy of the Draft Red
Herring Prospectus shall also be filed with SEBI at office Plot no. C-4 A, ‘G’ Block, Bandra Kurla Complex,
Bandra(E), Mumbai - 400051, Maharashtra.
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be
filed under section 32 of the Companies Act, 2013 will be filed with the RoC and a copy of Prospectus
shall be filed under Section 26 of the Companies Act, 2013, will be filed with the RoC through the
electronic portal at www.mca.gov.in
Page 96 of 465BOOK BUILDING PROCESS
Book Building Process, in the context of the Issue, refers to the process of collection of Bids from
investors on the basis of the Red Herring Prospectus and the Bid cum Application Forms within the Price
Band. The Price Band and minimum Bid Lot will be decided by our Company in consultation with the
BRLM, and if not disclosed in the Red Herring Prospectus, will be advertised in all editions of Financial
Express, the English national daily newspaper, all editions of Jansatta, the Hindi national daily newspaper
and all editions of Business Remedies, the regional daily newspaper, (Hindi being the local language of
Jaipur, Rajasthan, where our Registered and Corporate office is situated), each with wide circulation,
respectively, at least two Working Days prior to the Bid/Issue Opening Date and shall be made available
to the Stock Exchanges for the purpose of uploading on their respective websites. The Issue Price shall
be determined by our Company in consultation with the BRLM or through the book building process, as
the case may be after the Bid/Issue Closing Date. For details see the section titled “Issue Procedure”
beginning on page 396.
All Bidders, other than Anchor Investors, shall only participate through the ASBA process by providing
the details of their respective ASBA Accounts in which the corresponding Bid Amount will be blocked by
the SCSBs. In addition to this Retail Individual Bidders may participate through the ASBA process by
either (a) providing the details of their respective ASBA Account in which the corresponding Bid Amount
will be blocked by the SCSBs or, (b) through the UPI Mechanism. Anchor Investors are not permitted to
participate in the Issue through the ASBA process.
In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not allowed to
withdraw or lower the size of their Bid(s) (in terms of the quantity of the Equity Shares or the Bid
Amount) at any stage. Retail Individual Bidders can revise their Bids during the Bid/Issue Period and
withdraw their Bids on or before the Bid/Issue Closing Date. Further Anchor Investors cannot withdraw
their Bids after the Anchor Investor Bidding Date. Allocation to Retail Individual Bidders and Non-
Institutional Bidders will be on a proportionate basis. Allocation to Anchor Investors will be on a
discretionary basis. For illustration of the Book Building Process and further details, see the chapters
titled “Terms of the Issue”, “Issue Structure” and “Issue Procedure” beginning on pages 385, 391 and
396 respectively.
Each Bidder by submitting a Bid in the Issue, will be deemed to have acknowledged the above
restrictions and the terms of the Issue.
The Book Building Process under the SEBI ICDR Regulations and the Bidding Process are subject to
change from time to time and Bidders are advised to make their own judgment about an investment
through aforesaid process prior to submitting a Bid in the Issue.
Bidders should note the Issue is also subject to obtaining (i) the final approval of the RoC regarding the
Prospectus that will be filed with the RoC and; (ii) final listing and trading approvals from the Stock
Exchanges, which our Company shall apply for after Allotment as per the prescribed timelines in
compliance with the SEBI ICDR Regulations or as prescribed under applicable law.
For details of the method and procedure for Bidding, see the chapters titled “Terms of the Issue”, “Issue
Structure” and “Issue Procedure” beginning on pages 385, 391 and 396 respectively.
Page 97 of 465CAPITAL STRUCTURE
The share capital of our Company, as on the date of this Red Herring Prospectus, is set forth below:
(₹ in Lakhs except share data)
Aggregate Aggregate
S.
Particulars nominal value value at Issue
No.
(in ₹) Price (in ₹)
A. AUTHORISED SHARE CAPITAL
5,05,00,000 Equity Shares of face value of ₹ 10/- each 5,050.00 -
Total 5,050.00 -
B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE ISSUE (1)
3,38,42,000 Equity Shares of face value of ₹ 10/- each 3,384.20 -
Total 3,384.20 -
PRESENT ISSUE
C. Fresh Issue of up to 1,19,68,000 Equity Shares of face value of ₹ 10/- each [●] [●]
aggregating to ₹ [●] Lakhs (1)(2)(3)
D. ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE ISSUE
[●] Equity Shares of face value of ₹ 10/- each* [●] [●]
Total [●] [●]
E. SECURITIES PREMIUM ACCOUNT
Before the Issue 2,106.80
After the Issue [●]
*To be updated upon the finalization of the Issue Price, and subject to Basis of Allotment.
(1) Our Company has only one class of share capital i.e., Equity Shares of face value of ₹ 10/- each only. All Equity Shares issued
are fully paid-up. Our Company has no outstanding convertible instruments as on the date of filing this Red Herring
Prospectus.
(2) The Issue has been authorized by our Board of Directors pursuant to the resolution passed at their meeting held on
September 10, 2025 and by our shareholders pursuant to the special resolution passed at their meeting held on September
11, 2025.
(3) Our Company has undertaken a Pre-IPO Placement of 18,32,000 Equity Shares of face value of ₹ 10 each at a price of ₹ 125/-
per equity share aggregating to ₹ 2,290 lakhs. The amount raised from the Pre IPO placement will be utilized for one of the
objects of the issue as disclosed in the issue document i.e. General Corporate Purposes. The size of the Issue as disclosed in
the Draft Red Herring Prospectus, aggregating up to 1,38,00,000 Equity Shares of face value of ₹ 10/- each has been reduced
by 18,32,000 Equity Shares of face value of ₹ 10/- each pursuant to the Pre-IPO Placement, subject to compliance with Rule
19(2)(b) of the SCRR, and accordingly, the Issue is for an aggregate of up to 1,19,68,000 Equity Shares of face value of ₹ 10/-
each. The Pre IPO Proceeds will be utilized in one of the objects of the Issue i.e. General Corporate Purposes. Further, the Pre-
IPO Placement has not exceeded 20% of the size of the Issue.
Our Company has appropriately intimated the subscribers to the Pre-IPO Placement that there is no guarantee that our
Company may proceed with the Issue, or the Issue may be successful and will result into listing of Equity Shares on the Stock
Exchanges, and the investment is being made solely at the risk of the investor.
AVERAGE COST OF ACQUISITION OF SHARE FOR PROMOTERS AND SELLING SHAREHOLDERS
There are no selling shareholders in our company. The average cost of acquisition of Equity Shares for
Promoters as on the date of this Red Herring Prospectus is set forth below:
Average cost of acquisition per
S. No. Name Number of Equity Shares
Equity Share (in ₹) #
Promoters
1. Vipul Gilara 1,57,48,920 Nil
2. Prateek Gilara 79,70,490 Nil
3. Nitin Gilara 79,70,490 Nil
4. Krishna Vardhan Gilara 2,24,070 Nil
#The average cost of acquisition of Equity Shares held by the Promoters have been calculated by taking the average of the
amounts paid by them to acquire the Equity Shares of the Company.
Notes: Pursuant to the certificate dated May 09, 2026, received from our Statutory and Peer Review auditor, Keyur Shah &
Associates, Chartered Accountants.
Page 98 of 465NOTES TO THE CAPITAL STRUCTURE
1. For details in relation to the changes in the authorised share capital of our Company in the past 10
years, refer “History and Certain Corporate Matters - Amendments to our Memorandum of
Association” on page 233.
2. Paid-up share capital history of our Company:
Our Company is in compliance with the Companies Act, 2013, to the extent applicable, with respect
to the issuance of securities from the date of incorporation of our Company till the date of filing of
this Red Herring Prospectus.
The history of the Equity Share capital of our Company is set forth in the table below:
Page 99 of 465Number of Issue
Face value Cumulative Cumulative Number
Date of Equity price per Details of allottees and number of equity
Nature of allotment/ Reason per Equity Nature of consideration number of paid-up Equity of
allotment Shares Equity shares allotted to the allottees
Share (₹) Equity Shares Share capital allottees
allotted Share (₹)
S. Number of
Name of allottees
No. Equity Shares
1. Nitin Gilara 2,500
October
Initial subscription to MOA 10,000 10/- 10/- Cash 10,000 1,00,000 4 2. Prateek Gilara 2,500
29, 2019
3. Vipul Gilara 2,500
4. Abhishek Gilara 2,500
Total 10,000
S. Number of
Name of allottees
No. Equity Shares
1. Nitin Gilara 79,68,000
Bonus issue in the ratio of 3200 equity 2. Prateek Gilara 79,68,000
August 26, shares of ₹ 10 each for every 1 equity 3. Krishna Vardhan Gilara 80,00,000
3,20,00,000 10/- NA Other than Cash 3,20,10,000 32,01,00,000 7
2025 share of ₹ 10 each held by the 4. Vipul Gilara 79,68,000
shareholders in our Company (1) 5. Rachna Gilara 32,000
6. Kiran Gilara 32,000
7. Swati Gilara 32,000
Total 3,20,00,000
S. Number of
Name of allottees
No. Equity Shares
1. RVCF India Growth
2,40,000
Fund IV
2. Ankita Jain 60,000
3. Akshit Aggarwal 48,000
4. Alka Bhandari 40,000
5. Apoorv Agarwal 40,000
6. Apratim Kumar Yadav 40,000
7. Coalsale Company
40,000
Limited
May 13,
Private Placement* 18,32,000 10/- 125/- Cash 3,38,42,000 33,84,20,000 49 8. Deen Dayal Malpani 40,000
2026
9. Devraj Soni 40,000
10. Diksha Agarwal 40,000
11. Indira Capital Advisors 40,000
12. Jahnavi Aggarwal 40,000
13. Kavita Ladha 40,000
14. Lokesh Goyal 40,000
15. Madhur Bhandari 40,000
16. Madhushree Kejriwal 40,000
17. Manish Aggarwal 40,000
18. Manish Gupta 40,000
19. Manju Anil Tosniwal 40,000
Page 100 of 465Number of Issue
Face value Cumulative Cumulative Number
Date of Equity price per Details of allottees and number of equity
Nature of allotment/ Reason per Equity Nature of consideration number of paid-up Equity of
allotment Shares Equity shares allotted to the allottees
Share (₹) Equity Shares Share capital allottees
allotted Share (₹)
20. Manoj Agarwal 40,000
21. Manoj Soni 40,000
22. Nitin Agarwal 40,000
23. Nupur Lohia 40,000
24. Radhika Goyal 40,000
25. Raghav Maheshwari 40,000
26. Rajeev Agarwal 40,000
27. Rajesh Rathi 40,000
28. Rohit Gangwal 40,000
29. Shraddha Bilya 40,000
30. Sneh Lata Malpani 40,000
31. Vardan Signature
40,000
Growth Fund
32. Vikas Chand Jain 40,000
33. Vikas Jain 40,000
34. Shreya Chetan Doshi 32,000
35. Anshul Golecha 20,000
36. Deepankar Jain 20,000
37. Dilip Hirji Haria 20,000
38. Kanu Maheshwari 20,000
39. Marudhar Ventures
20,000
LLP
40. Nishant Chhabra 20,000
41. Prateek Pitliya HUF 20,000
42. Prateek Sharma 20,000
43. Radha Govind Soni 20,000
44. Vasudha Manihar 20,000
45. Anubhav Garg 12,000
46. Jashh Sanjay Lohia 12,000
47. Jitendra Agrawal 12,000
48. Naresh Kumar Karwa 8,000
49. Shiv Ratan
8,000
Maheshwari
Total 18,32,000
*The shares under the private placement have been issued to 49 persons/entities that do not form part of the Promoter Group, for the purpose of meeting the Company’s fund requirements towards general corporate p urposes, aggregating to ₹
2,290 Lakhs. The equity shares were issued at a price of ₹ 125/- per share, as determined in accordance with the valuation report dated April 22, 2026, issued by CA Arvind Kaushik, a Registered Valuer bearing registration number
IBBI/RV/06/2019/10707. For detailed valuation report, refer to the “Material Contracts and Documents for Inspection” on page 454.
(1) Bonus issuance of 3,20,00,000 Equity Shares of face value of ₹ 10/- each of our Company was made pursuant to resolutions of the Board and Shareholders, each dated August 01, 2025, and August 04, 2025, respectively, out of the reserves and
surplus of the Company.
Page 101 of 4653. Secondary transactions of Equity Shares by the Promoters and the Promoter Group of our
Company:
Except as disclosed in “Build-up of the Equity Shareholding of our Promoters in our Company” on
page 105-106 none of our Promoters and members of our Promoter Group have purchased or sold
any securities of our Company, through secondary market since inception.
4. Issue of Equity Shares for consideration other than cash or out of revaluation reserves
Our Company has not issued any Equity Shares out of revaluation reserves since incorporation.
Further except as set out below, our Company has not issued Equity Shares for consideration other
than cash:
No. of Equity Face value Issue Reason / Nature of Benefits accrued
Date of Issue Name of the allottees
Shares allotted (₹) Price (₹) Allotment to our Company
Nitin Gilara 79,68,000
Prateek Gilara 79,68,000
Krishna Vardhan Gilara 80,00,000 Capitalization of
Bonus Issue in the
August 26, 2025 Vipul Gilara 79,68,000 10/- - Reserves &
ratio of 3200:1
Rachna Gilara 32,000 Surplus
Kiran Gilara 32,000
Swati Gilara 32,000
5. Issue of Shares pursuant to schemes of arrangement
Our Company has not allotted any Equity Shares in terms of any scheme of arrangement approved
under sections 391-394 of the Companies Act, 1956 or sections 230-234 of the Companies Act, 2013
as on the date of this RHP.
6. Employee Stock Option Scheme
Our company doesn’t have any Employee stock option scheme (“ESOP”)/ Employee Stock purchase
scheme (“ESPS”) for our employees and we do not intent to allot any equity shares to our
employees under ESOP and ESPS from the proposed Issue. As and when options are granted to our
employees under the ESOP scheme, our Company shall comply with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.
7. Issue of Equity Shares at a price lower than the Issue Price in the last year
The Issue Price is ₹ [●] per equity share. For further details in relation to the issuances in preceding
one year, see “Notes to the Capital Structure – Share capital history of our Company – paid up
share capital history of our Company” on page 99.
Page 102 of 4658. Shareholding pattern of our Company
Set forth below is the shareholding pattern of our Company in accordance with Regulation 31 of the SEBI (LODR) Regulations 2015, as on the date of this Red
Herring Prospectus:
i. Summary of Equity Shareholding Pattern as on date of this Red Herring Prospectus:
Number of
Shareholding as a
shares
Shareholding as Number of voting rights held in No. of shares % assuming full Number of locked
No. of pledged or Number of
No. of a % of total no. each class of securities underlying conversion of in shares
No. of partly otherwise Equity Shares
No. of fully shares of shares outstanding convertible
Share paid- up Total nos. encumbered held in
Category of Shareholder paid-up Equity underlying (calculated as convertible securities (as a
holde Equity shares held No of voting rights As a As a % of dematerialize
Shares held depository per SCRR, 1957) securities percentage of
rs Shares Class - Equity Total Total as a No. (a) % of No total d form
receipts As a % of (including diluted share
held % of total . shares
(A+B+C2) warrants) capital)
(A+B+C) shares (a) held (b)
As a % of (A+B+C2)
held (b)
I II III IV V VI VII = (V + VI) VIII IX X XI = VII+X XII XIII XIV
(A) Promoters and Promoter
7 3,20,10,000 - - 3,20,10,000 94.59% 3,20,10,000 - 94.59% - 94.59% - - - - 3,20,10,000
Group
(B) Public 62 18,32,000 - - 18,32,000 5.41% 18,32,000 - 5.41% - 5.41% - - - - 18,32,000
(C) Non-Promoter Non-Public - - - - - - - - - - - - - - - -
(1) Shares underlying DRs - - - - - - - - - - - - - - - -
(2) Shares held by Employee - - - - - - - - - - - - - - - -
Trusts
Total (A)+(B) 69 3,38,42,000 - - 3,38,42,000 100.00% 3,38,42,000 - 100.00% 100.00% - - - - 3,38,42,000
*As on the date of this Red Herring Prospectus 1 Equity Share holds 1 vote.
Page 103 of 4659. Details of equity shareholding of the major shareholders of our Company.
(a) The Shareholders holding 1% or more of the paid-up Equity Share capital of the Company and the
number of Equity Shares held by them as on the date of this Red Herring Prospectus are set forth
in the table below:
No. of Equity Shares on a % of the Pre-Issue Equity Share
Sr. No. Category fully diluted basis of face capital (%) on a fully diluted
Name of the shareholder
value of ₹ 10/- each basis
1. Vipul Gilara Promoter 1,57,48,920 46.53%
2. Nitin Gilara Promoter 79,70,490 23.55%
3. Prateek Gilara Promoter 79,70,490 23.55%
TOTAL 3,16,89,900 93.63%
Note: Based on the beneficiary position statement dated June 05, 2026.
(b) The Shareholders who held 1% or more of the Equity paid-up share capital of our Company and the
number of Equity Shares held by them two years prior to the date of this Red Herring Prospectus
are set forth below:
No. of Equity Shares on a % of the Pre-Issue Equity
Sr.
Name of the Shareholder Category fully diluted basis of face Share capital (%) on a
No.
value of ₹ 10 each fully diluted basis
1. Nitin Gilara Promoter 2,500 25.00%
2. Prateek Gilara Promoter 2,500 25.00%
3. Vipul Gilara Promoter 2,500 25.00%
4. Abhishek Gilara Promoter Group 2,500 25.00%
TOTAL 10,000 100.00%
(c) The Shareholders who held 1% or more of the Equity paid-up share capital of our Company and the
number of Equity Shares held by them one year prior to the date of this Red Herring Prospectus are
set forth below:
No. of Equity Shares on a Percentage of the Pre-Issue
Sr.
Name of the Shareholder Category fully diluted basis of face Equity Share capital (%) on a
No.
value of ₹ 10/- each fully diluted basis
1. Nitin Gilara Promoter 2,490 24.90%
2. Prateek Gilara Promoter 2,490 24.90%
3. Vipul Gilara Promoter 2,490 24.90%
4. Krishna Vardhan Gilara Promoter 2,500 25.00%
TOTAL 9,970 99.70%
(d) The Shareholders who held 1% or more of the Equity paid-up share capital of our Company and the
number of Equity Shares held by them ten days prior to the date of this Red Herring Prospectus are
set forth below:
No. of Equity Shares on a % of the Pre-Issue Equity Share
Sr. No. Name of the shareholder Category fully diluted basis of face capital (%) on a fully diluted
value of ₹ 10/- each basis
1. Vipul Gilara Promoter 1,57,48,920 46.53%
2. Nitin Gilara Promoter 79,70,490 23.55%
3. Prateek Gilara Promoter 79,70,490 23.55%
TOTAL 3,16,89,900 93.63%
Note: Based on the beneficiary position statement dated May 29, 2026.
10. Our company has not made any public issue since incorporation.
11. Intention or proposal to alter capital Structure
Except for the Equity Shares allotted pursuant to the Issue, our Company presently does not intend or
propose to alter its capital structure for a period of six months from the Bid/Issue Opening Date, by
way of split or consolidation of the denomination of Equity Shares or further issue of Equity Shares
Page 104 of 465(including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares)
whether on a preferential basis or by way of bonus issue of Equity Shares or on a rights basis or by way
of further public issue of Equity Shares or qualified institutions placements or otherwise. However, if
our Company enters into acquisitions, joint ventures or other arrangements, our Company may,
subject to necessary approvals, consider raising additional capital to fund such activity or use Equity
Shares as currency for acquisitions or participation in such joint ventures.
12. Build-up of Promoter’s shareholding
As on the date of this Red Herring Prospectus, our Promoters, Vipul Gilara, Nitin Gilara, Prateek Gilara
and Krishna Vardhan Gilara holds 1,57,48,920 Equity Shares, 79,70,490 Equity Shares, 79,70,490
Equity Shares and 2,24,070 Equity Shares of face value of ₹ 10 each respectively, equivalent to 46.53%,
23.55%, 23.55% and 0.66% respectively of the Pre-Issue paid-up Equity Share capital of our Company
on a fully diluted basis and for further details, refer “Our Promoters and Promoter Group” beginning
on page 257. All the Equity Shares held by our Promoters were fully paid-up on the respective dates of
allotment / acquisition of such Equity Shares.
As on the date of this Red Herring Prospectus, none of the Equity Shares held by any of our Promoters
are pledged.
The details regarding the build-up of the equity shareholding of our Promoters in our Company since
incorporation is set forth in the table below:
a) Build-up of the Equity Shareholding of our Promoters in our Company
1) The details regarding the build-up of the Equity Shares held by Mr. Vipul Gilara in our Company
since incorporation is set forth in the table below:
Date of transfer Number of Face % of the % of the
Transfer price/
/ allotment of Equity shares Nature of Value per Pre-Issue Post-Issue
Nature of transaction issue price per
Equity Shares allotted/ consideration Equity Equity Equity
Equity Share (₹)
(Fully paid up) transferred Share (₹) Capital Capital
October 29,
2,500 Initial subscription to MOA Cash 10/- 10/- 0.01% [●]
2019
April 09, Transfer of Equity Shares to Other than
(10) 10/- - 0.00% [●]
2025 Swati Gilara by way of gift Cash
August 26, Other than
79,68,000 Bonus Issue of Equity Shares 10/- Nil 23.54% [●]
2025 Cash
Acquired by way of transfer
March 28, Other than
77,78,430 from Abhishek Gilara through 10/- Nil 22.98% [●]
2026 Cash
gift deed
TOTAL 1,57,48,920 46.53% [●]
Note: The bonus shares included in the total shareholding of Mr. Nitin Gilara are eligible for minimum promoter’s contribution
according to Regulation 14 and 15 of the SEBI ICDR Regulations, 2018.
2) The details regarding the build-up of the Equity Shares held by Mr. Nitin Gilara in our Company
since incorporation is set forth in the table below:
Date of transfer Number of Face % of the % of the
Transfer price/
/ allotment of Equity shares Nature of Value per Pre-Issue Post-Issue
Nature of transaction issue price per
Equity Shares allotted/ consideration Equity Equity Equity
Equity Share (₹)
(Fully paid up) transferred Share (₹) Capital Capital
October 29,
2,500 Initial subscription to MOA Cash 10/- 10/- 0.01% [●]
2019
April 09, Transfer of Equity Shares to Other than
(10) 10/- - 0.00% [●]
2025 Kiran Gilara by way of gift Cash
August 26, Other than
79,68,000 Bonus Issue of Equity Shares 10/- Nil 23.54% [●]
2025 Cash
TOTAL 79,70,490 23.55% [●]
Note: The bonus shares included in the total shareholding of Mr. Nitin Gilara are eligible for minimum promoter’s contribution
according to Regulation 14 and 15 of the SEBI ICDR Regulations, 2018.
Page 105 of 4653) The details regarding the build-up of the Equity Shares held by Mr. Prateek Gilara in our Company
since incorporation is set forth in the table below:
Date of transfer Number of Face % of the % of the
Transfer price/
/ allotment of Equity shares Nature of Value per Pre-Issue Post-Issue
Nature of transaction issue price per
Equity Shares allotted/ consideration Equity Equity Equity
Equity Share (₹)
(Fully paid up) transferred Share (₹) Capital Capital
October 29, Initial subscription to MOA
2,500 Cash 10/- 10/- 0.01% [●]
2019
April 09, Transfer of Equity Shares to Other than
(10) 10/- - 0.00% [●]
2025 Rachna Gilara by way of gift Cash
August 26, Other than
79,68,000 Bonus Issue of Equity Shares 10/- Nil 23.54% [●]
2025 Cash
TOTAL 79,70,490 23.55% [●]
Note: The bonus shares included in the total shareholding of Mr. Prateek Gilara are eligible for minimum promoter’s contribution
according to Regulation 14 and 15 of the SEBI ICDR Regulations, 2018.
4) The details regarding the build-up of the Equity Shares held by Mr. Krishna Vardhan Gilara in our
Company since incorporation is set forth in the table below:
Date of transfer Number of Face % of the % of the
Transfer price/
/ allotment of Equity shares Nature of Value per Pre-Issue Post-Issue
Nature of transaction issue price per
Equity Shares allotted/ consideration Equity Equity Equity
Equity Share (₹)
(Fully paid up) transferred Share (₹) Capital Capital
Acquired by way of transfer
March 31, Other than
2,500 from Mr. Abhishek Gilara 10/- - 0.01% [●]
2025# Cash
through Gift Deed
August 26, Other than
80,00,000 Bonus Issue of Equity Shares 10/- Nil 23.64% [●]
2025 Cash
Transfer to Abhishek Gilara Other than
March 28, 2026# (77,78,430) 10/- Nil (22.99%) [●]
by way of gift deed Cash
TOTAL 2,24,070 0.66% [●]
Note: The shares acquired by and resulted Bonus Shares included in the total shareholding of Mr. Krishna Vardhan Gilara both are
not eligible for minimum promoter’s contribution according to Regulation 14 and 15 of the SEBI ICDR Regulations, 2018.
# This transaction was undertaken towards reversal of gift of 2430 Equity Shares out of the original 2500 Equity Shares transferred
by way of gift from Abhishek Gilara to Krishna Vardhan Gilara dated March 31, 2025 along with corresponding bonus shares allotted
to Krishna Vardhan Gilara on August 26, 2025. The said reversal was effectuated pursuant to directions received from RBI through
authorised dealer bank basis the application made by Abhishek Gilara for regularization of gift of 2,500 Equity Shares made to
Krishna Vardhan Gilara. After the aforesaid reversal, an application seeking post facto approval under Rule 9(4) of the NDI Rules
has been filed with the RBI through the authorised dealer bank on PRAVAAH Portal seeking approval for gift of balance 70 Equity
Shares received and held by Mr. Krishna Vardhan Gilara. Subsequently, the RBI, vide its approval letter bearing No. S45/06-10-
679/2026-2027 dated May 27, 2026, has granted post facto approval in respect of the aforesaid transaction and has, inter alia,
directed the applicant to file a compounding application within 30 days from the date of such approval letter. Pursuant thereto, Mr.
Abhishek Gilara is in the process of filing the requisite compounding application before the RBI.
b) Equity shareholding of our Promoters and Promoter Group
Set out below are the details of the Equity Shares held by our Promoters and members of our
Promoter Group:
Pre-Issue Post-Issue
Sr.
Name of shareholders Number of Equity Shares of % of Equity Share capital Number of Equity Shares of % of Equity
No.
face value of ₹ 10/- each on a fully diluted basis face value of ₹ 10/- each Share capital
A. Promoters
1. Vipul Gilara 1,57,48,920 46.53% [●] [●]
2. Nitin Gilara 79,70,490 23.55% [●] [●]
3. Prateek Gilara 79,70,490 23.55% [●] [●]
4. Krishna Vardhan Gilara 2,24,070 0.66% [●] [●]
Total (A) 3,19,13,970 94.29% [●] [●]
B. Promoter Group
5. Kiran Gilara 32,010 0.10% [●] [●]
6. Rachna Gilara 32,010 0.10% [●] [●]
7. Swati Gilara 32,010 0.10% [●] [●]
Page 106 of 465Pre-Issue Post-Issue
Sr.
Name of shareholders Number of Equity Shares of % of Equity Share capital Number of Equity Shares of % of Equity
No.
face value of ₹ 10/- each on a fully diluted basis face value of ₹ 10/- each Share capital
Total (B) 96,030 0.30% [●] [●]
TOTAL (A+B) 3,20,10,000 94.59% [●] [●]
13. As on the date of filing of this Red-Herring Prospectus, the total number of our shareholders is 69.
14. Aggregate shareholding of the promoter group and directors of the promoters where the promoter
is a body corporate:
As on the date of this Red Herring Prospectus, our Promoter Group holds 96,030 Equity Shares of face
value of ₹ 10 each equivalent to 0.30% in our Company. Further there are no corporate promoters in
our Company.
15. Except as disclosed in “Build-up of the Equity Shareholding of our Promoters in our Company” on
page 105-106, none of the members of our Promoter Group, our Promoters, our directors, or their
relatives have purchased or sold any securities of our Company during the period of six months
immediately preceding the date of filing of this Red Herring Prospectus.
16. Details of Promoter’s contribution and lock-in
1) Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully
diluted Post-Issue paid-up Equity Share capital of our Company held by our Promoters shall be
provided towards minimum promoter’s contribution and locked-in for a period of eighteen months
from the date of Allotment (“Minimum Promoters’ Contribution”) and our Promoters’
shareholding in excess of 20% shall be locked in for a period of six months from the Allotment.
2) Our Promoters have given their consent for inclusion of such number of Equity Shares held by
them, as may constitute 20% of the fully diluted post-issue Equity Share capital of our Company as
Minimum Promoters’ Contribution and have agreed not to sell, dispose, transfer, charge, pledge
or otherwise encumber in any manner the Minimum Promoters’ Contribution from the date of
filing of this Red Herring Prospectus until the expiry of the lock- in period specified above, or for
such other time as required under the SEBI ICDR Regulations, except as may be permitted, in
accordance with the SEBI ICDR Regulations.
3) As on the date of this Red Herring Prospectus, our Promoters hold in aggregate 3,19,13,970 Equity
Shares of face value of ₹ 10/- each, constituting 94.29% of our issued, subscribed and paid-up
Equity Share capital.
The details of the Equity Shares held by our Promoters, which shall be locked-in as Minimum
Promoters’ Contribution for a period of 18 (eighteen) months from the date of Allotment are set
out in the following table:
Date of Date up to Issue / Face % of the % of the fully
No. of
allotment/ which the Acquisition value fully diluted diluted post-
Name of the Equity Nature of
transfer of Equity Shares price per per pre-issue issue Equity
Promoter Shares Allotment
Equity are subject to Equity Equity Equity Share Share
locked- in
Shares** lock – in Share Share (₹) Capital Capital
[●] [●] [●] [●] [●] [●] [●] [●]
Vipul Gilara [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●]
Nitin Gilara [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●]
Prateek Gilara [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●]
Note: To be updated at the Prospectus stage.
** All the Equity Shares were fully paid-up on the respective dates of allotment or acquisition, as the case may be, of such Equity Shares.
Page 107 of 4654) Our Company undertakes that the Equity Shares that are being locked-in are not and will not be
ineligible for computation of Minimum Promoter’s contribution in terms of Regulation 15 of the
SEBI ICDR Regulations.
5) All the Equity Shares held by our Promoters were fully paid up on the respective date of acquisition
of such Equity Shares.
6) The Minimum Promoters’ Contribution has been brought to the extent of not less than the
specified minimum lot and from the persons identified as ‘Promoter’ under the SEBI ICDR
Regulations.
7) In this connection, we confirm the following:
(i) The Equity Shares offered for Minimum Promoter’s contribution do not include (a) Equity Shares
acquired in the three immediately preceding years for consideration other than cash and
revaluation of assets or capitalization of intangible assets was involved in such transaction, or
(b) Equity Shares resulting from bonus issue by utilization of revaluation reserves or unrealised
profits of our Company or bonus shares issued against Equity Shares, which are otherwise
ineligible for computation of Minimum Promoters’ contribution;
(ii) The Minimum Promoters’ Contribution does not include any Equity Shares acquired during the
immediately preceding one year at a price lower than the price at which the Equity Shares are
being offered to the public in the Issue.
(iii) Our Company has not been formed by the conversion of a partnership firm or a limited liability
partnership firm into a company in the preceding one year and hence, no Equity Shares have
been issued in the one year immediately preceding the date of this Red Herring Prospectus
pursuant to conversion from a partnership firm or a limited liability partnership firm; and
(iv) The Equity Shares forming part of the Minimum Promoters’ Contribution are not subject to any
pledge.
(v) All the Equity Shares held by our Promoter are held in dematerialized form.
17. Other lock-in requirements:
(i) In terms of Regulation 17 of the SEBI ICDR Regulations in addition to the Minimum Promoters’
Contribution locked in for eighteen months from the date of allotment in the Initial public offer
as specified above, the entire Pre-Issue Equity Share capital of our Company will be locked-in for
a period of six months from the date of Allotment in the Initial public offer.
(ii) There shall be a lock-in of 90 days on 50% of the Equity Shares Allotted to Anchor Investors from
the date of Allotment, and a lock-in of 30 days on the remaining 50% of the Equity Shares Allotted
to Anchor Investors from the date of Allotment.
(iii) As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the
details of the Equity Shares locked-in are recorded by the relevant Depository.
(iv) Pursuant to Regulation 21 of the SEBI ICDR Regulations, Equity Shares held by our Promoters
which are locked-in for a period of six months from the date of Allotment in the initial public offer,
may be pledged only with scheduled commercial banks or public financial institutions or NBFC-SI
or a deposit accepting housing finance company as collateral security for loans granted by such
banks or public financial institutions, provided that with respect to the Equity Shares locked-in for
six months from the date of Allotment, the pledge of such Equity Shares is one of the terms of the
sanction of such loans. Equity Shares locked-in as Minimum Promoters’ Contribution for eighteen
months from the date of allotment in the initial public offer, can be pledged only if in addition to
fulfilling the aforementioned requirements, such loans have been granted by scheduled
commercial banks or public financial institutions or NBFC-SI or a deposit accepting housing finance
company for the purpose of financing one or more objects of the Issue.
However, the relevant lock-in period shall continue post the invocation of the pledge referenced
above, and the relevant transferee shall not be eligible to transfer to the Equity Shares till the
relevant lock-in period has expired in terms of the SEBI ICDR Regulations.
Page 108 of 465(v) In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoter may
be transferred to a member of the Promoter Group or a new promoter or persons in control of
our Company, subject to continuation of lock-in applicable to the transferee for the remaining
period and compliance with provisions of the Takeover Regulations as applicable and such
transferee shall not be eligible to transfer them till the lock-in period stipulated in SEBI ICDR
Regulations has expired.
(vi) Further, in terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by persons
other than our Promoters prior to the Issue and locked-in for a period of six months, may be
transferred to any other person holding Equity Shares which are locked in along with the Equity
Shares proposed to be transferred, subject to the continuance of the lock-in at the hands of the
transferee and compliance with the provisions of the Takeover Regulations.
18. There have been no financing arrangements whereby our Promoters, members of the Promoter
Group, our directors, and their relatives have financed the purchase by any other person of securities
of our Company other than in the normal course of the business of the financing entity, during a period
of six months preceding the date of filing of this Red Herring Prospectus.
19. Our Company, our Promoters, our Directors and the BRLM have not entered into any buy-back
arrangements and/or any other similar arrangements for purchase of Equity Shares.
20. All Equity Shares issued, transferred or allotted pursuant to the Issue will be fully paid up at the time
of Allotment and there are no partly paid-up Equity Shares as on the date of this Red Herring
Prospectus.
21. The BRLM and their respective associates (determined as per the definition of ‘associate company’
under the Companies Act, 2013 and as defined under the SEBI (Merchant Bankers) Regulations, 1992)
do not hold any Equity Shares of the Company as on the date of this Red Herring Prospectus. The BRLM
and their affiliates may engage in the transactions with and perform services for our Company in the
ordinary course of business or may in the future engage in commercial banking and investment
banking transactions with our Company for which they may in the future receive customary
compensation.
22. As on the date of this Red Herring Prospectus, except Nitin Gilara, Prateek Gilara, Vipul Gilara and
Krishna Vardhan Gilara none of our other Directors hold any Equity Shares of our Company. Further
except our directors who are KMPs, none of our other Key Management Personnel and except Swati
Gilara and Rachna Gilara none of our other Senior Management hold any Equity Shares of our
Company. For details, see “Our Management – Shareholding of Directors in our Company” and “Our
Management - Shareholding of the Key Managerial Personnel and Senior Management” on pages
243-244 and 255 respectively.
23. Except for the Equity Shares allotted pursuant to the Issue and Equity shares pursuant to the Pre-IPO
Placement, our Company shall not make any further Issue of Equity Shares and/or any securities
convertible into or exchangeable for Equity Shares, whether by way of issue of bonus shares,
preferential allotment, rights issue or in any other manner, during the period commencing from filing
of this Red Herring Prospectus with SEBI until the Equity Shares being offered under the Issue have
been listed on the Stock Exchanges pursuant to the Issue or all application monies have been refunded,
or the application moneys are unblocked in the ASBA Accounts on account of non-listing, under-
subscription etc., as the case may be.
24. There are no outstanding warrants, options or rights to convert debentures, loans or other convertible
securities or any other right granted by the Company which would entitle any person any option to
receive Equity Shares, as on the date of this Red Herring Prospectus.
25. Our Company shall ensure that any transaction in the Equity Shares by our Promoters and our
Promoter Group during the period between the date of filing this Red Herring Prospectus and the date
Page 109 of 465of closure of the Issue shall be reported to the Stock Exchanges within 24 hours of such transaction.
26. No person connected with the Issue, including but not limited to the BRLM, the members of the
Syndicate, our Company, our Directors, our Promoters or the members of the Promoter Group and our
Group Company, shall offer any incentive, whether direct or indirect, in any manner, whether in cash
or kind or services or otherwise to any Bidder for making a Bid in the Issue, except for fees or
commission for services rendered in relation to the Issue.
27. At any given time, there shall be only one denomination of the Equity Shares of our Company, unless
otherwise permitted by law and there are no SR Equity Shares.
28. Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI
from time to time.
29. Neither the (i) BRLM or any associate of the BRLM (other than mutual funds sponsored by entities
which are associates of the BRLM or insurance companies promoted by entities which are associates
of the BRLM or AIFs sponsored by entities which are associates of the BRLM or FPIs (other than
individuals, corporate bodies and family offices) sponsored by entities which are associates of the
BRLM); nor (ii) any person related to the Promoters or Promoter Group can apply under the Anchor
Investor Portion.
Page 110 of 465SECTION IV - PARTICULARS OF THE ISSUE
OBJECTS OF THE ISSUE
The Issue comprises the Fresh Issue of Equity Shares having face value of ₹ 10 each of our Company. For
details, see “The Issue” on page 80-81.
APPRAISING AGENCY
None of the Objects of the Issue for which the Net Proceeds will be utilized have been appraised by any
external agency or any bank/financial institution.
OBJECTS OF THE ISSUE
The net proceeds of the Issue, i.e., gross proceeds of the Issue less the Issue related expenses (“Net
Proceeds”) are proposed to be utilised in the following manner:
➢ Funding incremental working capital requirements of our Company.
➢ Repayment/pre-payment, in full or in part, of certain outstanding borrowings availed by Our
Company from scheduled commercial banks.
➢ General corporate purposes.
(Collectively, referred to herein as the “Objects”)
The main objects clause and the objects ancillary to the main objects clause as set out in our Memorandum
of Association enable our company to (i) to undertake our existing business activities and (ii) to undertake
the activities proposed to be funded from Net Proceeds.
ISSUE PROCEEDS
The details of the Issue Proceeds are summarized in the table below:
(₹ in Lakhs)
S. No Particulars Amount (1)
1 Gross Proceeds from the Issue [●]
2 Less: Issue related expenses (1) [●]
Net Proceeds of the Issue (2) [●]
(1) See “Issue Related Expenses” below
(2) To be finalized on determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
PROPOSED UTILISATION OF NET ISSUE PROCEEDS
The Net Issue proceeds are proposed to be utilized in the following manner:
(₹ in Lakhs)
Particulars Amount (1)
Funding incremental working capital requirements of our Company 6,500.00
Repayment/pre-payment, in full or in part, of certain outstanding borrowings availed by our
6,500.00
Company from scheduled commercial bank
General Corporate Purposes (1)(2) [●]
Grand Total [●]
(1) To be finalized on determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
(2) The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds in accordance with SEBI ICDR
Regulations.
Our Company has undertaken a Pre-IPO Placement of 18,32,000 Equity Shares of face value of ₹ 10 each
at a price of ₹ 125/- per equity share aggregating to ₹ 2,290 lakhs. The amount raised from the Pre IPO
placement will be utilized for the objects of the issue as disclosed in the offer document. The size of the
Page 111 of 465Issue as disclosed in the Draft Red Herring Prospectus, aggregating up to 1,38,00,000 Equity Shares of face
value of ₹ 10/- each has been reduced by 18,32,000 Equity Shares of face value of ₹ 10/- each pursuant to
the Pre-IPO Placement, subject to compliance with Rule 19(2)(b) of the SCRR, and accordingly, the Issue is
for an aggregate of up to 1,19,68,000 Equity Shares of face value of ₹ 10/- each. The Pre IPO Proceeds will
be utilized in one of the objects of the Issue i.e. General Corporate Purposes. Further, the Pre-IPO
Placement has not exceeded 20% of the size of the Issue.
Our Company has appropriately intimated the subscribers to the Pre-IPO Placement that there is no
guarantee that our Company may proceed with the Issue, or the Issue may be successful and will result
into listing of Equity Shares on the Stock Exchanges, and the investment is being made solely at the risk of
the investor.
PROPOSED SCHEDULE OF IMPLEMENTATION AND DEPLOYMENT OF FUNDS
The following table sets forth the details of the schedule of the expected deployment of the net proceeds:
(₹ in Lakhs)
Amount proposed Estimated deployment in
S.
Particulars to be funded from
No. FY 2026-27 FY 2027-28
the Net Proceeds (1)
1 Funding incremental working capital requirements of
6,500.00 5,500.00 1,000.00
our Company
2 Repayment/pre-payment, in full or in part, of certain
6,500.00 6,500.00 -
outstanding borrowings availed by our Company
3 General Corporate Purposes (1)(2) [●] [●] [●]
Total [●] [●] [●]
(1) To be finalized on determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
(2) The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue.
Our Company has undertaken a Pre-IPO Placement of 18,32,000 Equity Shares of face value of ₹ 10 each
at a price of ₹ 125/- per equity share aggregating to ₹ 2,290 lakhs. The amount raised from the Pre IPO
placement will be utilized for the objects of the issue as disclosed in the offer document. The size of the
Issue as disclosed in the Draft Red Herring Prospectus, aggregating up to 1,38,00,000 Equity Shares of face
value of ₹ 10/- each has been reduced by 18,32,000 Equity Shares of face value of ₹ 10/- each pursuant to
the Pre-IPO Placement, subject to compliance with Rule 19(2)(b) of the SCRR, and accordingly, the Issue is
for an aggregate of up to 1,19,68,000 Equity Shares of face value of ₹ 10/- each. The Pre IPO Proceeds will
be utilized in one of the objects of the Issue i.e. General Corporate Purposes. Further, the Pre-IPO
Placement has not exceeded 20% of the size of the Issue. Our Company has appropriately intimated the
subscribers to the Pre-IPO Placement that there is no guarantee that our Company may proceed with the
Issue, or the Issue may be successful and will result into listing of Equity Shares on the Stock Exchanges,
and the investment is being made solely at the risk of the investor.
The fund requirements, proposed deployment of funds and the intended use of the Net Proceeds set out
above is based on our current business plan, internal management estimates, current circumstances of
our business, prevailing market conditions and other commercial considerations. However, these fund
requirements and proposed deployment of Net Proceeds have not been appraised by any bank or financial
institution. We may have to revise our funding requirement on account of various factors, such as financial
and market conditions, delay in procuring and operationalizing assets or necessary licenses and approvals,
competition, price fluctuations, interest rate fluctuations and other external factors, which may not be
within the control of our management. This may also entail rescheduling the proposed deployment of Net
Proceeds at the discretion of our management, subject to compliance with applicable laws. Further, in
the event, the Net Proceeds are not utilized (in full or in part) for the objects of the Issue during the period
stated above due to any reason, including (i) the timing of completion of the Issue; (ii) market conditions
outside the control of our Company; and (iii) any other economic, business and commercial
considerations, the remaining Net Proceeds shall be utilized in next fiscal year i.e. 2028-29 in accordance
with applicable laws. This may also entail rescheduling or revising the planned expenditure and funding
Page 112 of 465requirements, including the expenditure for a particular purpose at the discretion of our management,
subject to compliance with applicable law. Also, management has discretion in how it may use a portion
of the Net Proceeds of the Issue.
Subject to compliance with applicable laws, if the actual utilisation towards any of the Objects, as set out
above, is lower than the proposed deployment, such balance will be used towards any other Object
including general corporate purposes, provided that the total amount to be utilised towards general
corporate purposes will not exceed 25% of the Gross Proceeds, in accordance with the SEBI ICDR
Regulations. In case of a shortfall in raising requisite capital from the Net Proceeds towards meeting the
Objects of the Issue, we may explore a range of options including utilising our internal accruals, any
additional equity or debt arrangements or both. Such alternate arrangements would be available to fund
any such shortfalls. Further, in case of any variations in the actual utilization of funds earmarked for the
purposes set forth above, increased fund requirements for a particular purpose may be financed by
surplus funds, including internal accruals, if any, available in respect of the other purposes for which funds
are being raised in the Issue. To the extent our Company is unable to utilise any portion of the Net
Proceeds towards the aforementioned Objects, per the estimated scheduled of deployment specified
above, our Company shall deploy the Net Proceeds in subsequent year i.e. 2028-29 towards the
aforementioned Objects, in accordance with applicable law. Our Company may also utilise any portion of
the Net Proceeds, towards the aforementioned Objects of the Issue, ahead of the estimated schedule of
deployment specified above.
MEANS OF FINANCE
The fund requirements for all the Objects of the Issue are proposed to be entirely funded from the Net
Proceeds and net worth and or internal accruals. Accordingly, we confirm that there is no requirement
for us to make firm arrangements of finance under Regulation 7(1)(e) the SEBI ICDR Regulations through
verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised
through the Issue or through existing identifiable internal accruals.
DETAILS OF THE OBJECTS OF THE ISSUE
1. Funding working capital requirements of our Company
Our Company proposes to utilize ₹ 6,500.00 Lakhs towards funding its working capital requirements.
Our Company’s existing working capital requirements and its funding on the basis of Audited
Standalone Financial Statements for the period ended on December 31, 2025, and for the fiscal years
ending on March 31, 2025, 2024, and 2023 are as stated below:
(₹ in Lakhs)
S. No. Particulars December 31, 2025 M arch 31, 2025 M arch 31, 2024 March 31, 2023
A. Current Assets
1. Inventory
− Raw Materials 1,689.57 2,564.84 1,135.63 500.69
− Finished Goods 7,914.65 7,865.80 3,356.04 540.98
− Work In Progress 298.16 293.27 - -
2. Trade Receivables 4,167.54 1,477.54 866.99 1,552.92
3. Advance to Suppliers 54.43 26.62 730.18 -
4. Other Financial and current assets 207.84 114.91 59.18 9.52
Total Current Assets 14,332.19 12,342.98 6,148.02 2,604.11
B. Current Liabilities
1. Trade payables 847.55 257.18 895.69 475.34
2. Advance from Customers 360.24 143.13 439.80 -
3. Other Financial and Current Liabilities 217.88 340.87 43.47 9.41
Total Current Liabilities 1,425.67 741.18 1,378.96 484.75
C. Working Capital Gap 12,906.52 11,601.80 4,769.06 2,119.36
D. Working Capital to Turnover Ratio 104.26% 92.86% 68.88% 45.48%
Page 113 of 465S. No. Particulars December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
E. Means of Finance
1. External Borrowings
− Working Capital Limits from Banks
5,408.89 4,492.46 - -
and financial Institutions
− Short term borrowings from others
- 1,840.67 1,969.51 583.79
(Unsecured loans)
2. Net worth / Internal Accruals 7,497.63 5,268.67 2,799.55 1,535.57
Total 12,906.52 11,601.80 4,769.06 2,119.36
As per audited standalone financial statements of our company audited by our statutory and peer review auditor Keyur Shah
& Associates, Chartered Accountants.
Brief explanation of significant movements in major working capital components:
Our working capital requirements increased from ₹ 2,119.36 lakhs as of March 31, 2023, to ₹ 4,769.07
lakhs as of March 31, 2024, ₹ 11,601.80 lakhs as of March 31, 2025, and further to ₹ 12,906.52 lakhs as
of December 31, 2025. This increase was primarily driven by growth in inventories and trade receivables
in line with the expansion of our business operations. A brief explanation of the significant movements
in raw materials, work in progress, finished goods and trade receivables is set out below:
a. Raw Material: Our raw material inventory increased from ₹ 500.69 lakhs in FY 2022-23 to ₹ 2,564.84
lakhs in FY 2024-25, representing an increase of ₹ 2,064.15 lakhs over the period. The increase is
mainly due to growth in our business operations and the need to maintain sufficient stock of key
raw materials to support higher production and a wider range of designs.
Gold is our primary raw material and generally forms 35% portion of our product cost. In addition
to gold, we also procure diamond polki, colour stones and other inputs used in manufacturing
jewellery. As our product portfolio and number of designs increased over the years, we maintained
higher levels of these materials to ensure smooth production and timely delivery to customers.
Further, gold prices have increased steadily from an average of approximately ₹ 5,230 per gram in
FY 2022-23 to ₹ 6,101 per gram in FY 2023-24 and ₹ 7,364 per gram in FY 2024-25. Since our products
generally contain around 35% gold, the value of our raw material inventory has increased not only
due to higher quantities but also due to the rise in gold prices. Accordingly, our investment in raw
material inventory has increased in line with the expansion of our operations and increase in gold
prices during the period.
b. Work In Progress: Our company did not have any work in progress in FY23 and FY24 but in FY25
work in progress comprises of ₹ 293.27 lakhs. This is so because in earlier periods due to absence of
any pending confirmation, enforceable order or continuing production activity subsisting as at the
respective year-end dates in earlier fiscal years, no inventory qualified for recognition as work-in-
progress during FY23 and FY24. During FY25, our company was in advanced commercial discussion
with one of the customers for manufacturing jewellery and accordingly procured raw material and
commenced production activities during the fiscal year. However, our company did not receive
formal confirmation from that customer prior to March 31, 2025, and partially processed material
remained incomplete as at the reporting date. Accordingly, such inventory was appropriately
identified, classified and disclosed as Work-in-Progress as of 31 March 2025, in compliance with the
applicable accounting standards and recognized accounting principles.
c. Finished Goods: Our finished goods inventory increased from ₹ 540.98 lakhs in FY 2022-23 to ₹
7,865.80 lakhs in FY 2024-25. The main reason for this increase is the growth in our business and
our strategy to maintain a wider range of jewellery designs and adequate quantities of each design
to meet customer demand.
We primarily sell to B2B customers who are retail jewellers. To cater to their requirement of offering
variety to end customers, we increased the number of jewellery items in our portfolio from 8 items
as of March 31, 2023, to 17 items as of March 31, 2024, and further to 21 items as of March 31,
Page 114 of 4652025. Within each item category such as necklaces, earrings, bangles, brooches and rings, we also
increased the number of designs and pieces. Maintaining a higher level of finished goods helps us
service customer orders in a timely manner and support business growth.
In addition, the increase in gold prices has also led to a higher value of finished goods inventory. The
average gold price increased from approximately ₹ 5,230 per gram in FY 2022-23 to ₹ 6,101 per gram
in FY 2023-24 and ₹ 7,364 per gram in FY 2024-25. Since our products generally contain around 35%
gold, the rise in gold prices has increased the overall value of our finished goods inventory over the
period. The higher finished goods inventory has supported our growth in revenue, which increased
from ₹ 4,660.41 lakhs in FY 2022-23 to ₹ 12,493.73 lakhs in FY 2024-25, in line with expansion of our
product range and customer base.
d. Trade Receivables: Our trade receivables were ₹ 1,477.54 lakhs as of March 31, 2025, as compared
to ₹ 866.99 lakhs as of March 31, 2024, and ₹ 1,552.92 lakhs as of March 31, 2023. In FY 2023-24,
our receivables reduced mainly because we focused on timely collection from customers and
recovered pending dues from two of our major customers. Since we did not have short-term bank
borrowings during that year, we relied on internal cash flows and therefore ensured faster recovery
of outstanding amounts.
In FY 2024-25, our trade receivables increased in line with the growth in our business, with revenue
rising from ₹ 6,944.26 lakhs in FY 2023-24 to ₹ 12,493.73 lakhs in FY 2024-25. We generally provide
credit terms of 1–2 months to our customers, who are primarily B2B retail jewellers. With higher
sales volumes and expansion in our product range and inventory levels to support business growth,
the receivable balance as of year-end increased correspondingly. Overall, the movement in trade
receivables across the period is in line with our revenue growth and collection cycle.
Reasons for the increase in working capital requirements of the company during the last 3 fiscal years
and the stub period ended December 31, 2025:
Our company is engaged in the manufacturing of Kundan Polki jewellery, crafted using gold, diamond polki,
and colored gemstones. We specialize in Kundan and Polki work, creating high-value, intricately designed
pieces reflecting elegance and quality.
The jewellery industry, in which we operate, is inherently working capital intensive. Our business model is
predominantly focused on B2B sales, with a smaller portion derived from B2C sales. In the B2B segment,
we manufacture jewellery as per current trends prevalent in the market and sell mostly to other retail
jewellery outlets/vendors. Our top 10 customers account for 56.49% of total sales affected by us for the
period ended December 31, 2025.
We also receive orders for customization of jewellery as per the designs provided by our customers and
our team manufacture as per their designs. In these cases, we receive certain amount in advance from
them at the time of accepting the order and balance after the delivery of the finished product.
This model necessitates substantial investment in working capital across the entire production cycle from
procurement of raw materials to manufacturing, and ultimately, collection from debtors. Further, the
nature of our operations requires continuous availability of working capital to support procurement,
production and timely execution of orders.
Over the past three fiscal years and the stub period ended on December 31, 2025, we have witnessed
significant growth in our business operations, driven by rising demand for our products, entry into new
geographic markets, and an expanded product portfolio designed to meet evolving consumer preferences.
This upward trend has naturally led to an increased requirement for working capital to ensure smooth day-
to-day operations and to sustain the pace of our expansion. Reasons for increased investment in working
capital requirements of the company are enumerated below:
Page 115 of 465➢ Product portfolio and Inventory Requirements: We have a wide range of designs of jewellery
products in our finished goods portfolio which enable our customers to select best designs according
to the current trends and the demands in the market. In addition, to showcase our extensive
collection and diverse designs to both existing and potential customers, we actively participate in
national and regional B2B exhibitions and trade shows. Such participation requires us to maintain
sufficient levels of ready-made finished goods inventory to effectively display our collection of Kundan
Polki jewellery. Thus, our Company has to maintain adequate inventories of finished goods at all
times.
Our raw material comprises gold, diamond polki and other precious and semi-precious stones. These
are the high value products, and we have to maintain the stock of precious and semi-precious stones
so that we are able to manufacture the variety of designs. As we have scaled our operations, our
inventory levels have grown in tandem to ensure availability and variety. This increase in inventory
level has been a key contributor to the rise in working capital requirements.
Our working capital requirements vary during the year mainly due to (i) seasonal demand and higher
sales during Q3 and Q4, which require us to build inventory in advance, (ii) expansion in our product
range and number of designs, and (iii) fluctuations in gold prices, all of which impact our inventory
levels, receivables and overall working capital cycle.
The table set out below depicts the quarterly sales of our products for the Fiscal Year 2023, 2024 and
2025 and for the period ended on December 31, 2025, respectively:
(₹ in lakhs)
Fiscal Year Quarter Sales
Q1 1,076.33
Q2 845.61
2022- 2023
Q3 1,421.37
Q4 1,317.10
Total 4,660.41
Q1 777.32
Q2 1,040.86
2023- 2024
Q3 2,169.03
Q4 2,957.05
Total 6,944.26
Q1 1,229.08
2024-2025 Q2 2,190.02
Q3 3,084.71
Q4 5,989.92
Total 12,493.73
Q1 2,577.37
For the Period ended on December
Q2 4,768.78
31, 2 025
Q3 5,032.86
Total 12,379.01
Pursuant to certificate dated May 05, 2026, received from Statutory and Peer Review Auditor, M/S Keyur Shah &
Associates, Chartered Accountants.
From the above table, it is evident that sales are higher in Q3 and Q4 of the fiscal years, which are
mainly festive and wedding season and significant portion of our annual sales is generated during this
period. In order to cater to this increased demand, we build up inventory in advance and maintain
higher stock levels and a wider range of designs for our customers, particularly B2B retail jewellers.
This leads to higher utilization of working capital in the months preceding and during these peak sales
periods. This is evident from the increase in our working capital requirements which increased from
₹ 2,119.36 lakhs in March 2023 to ₹ 4,769.07 lakhs in March 2024 and further increased to ₹ 11,601.80
lakhs in March 2025. Our working capital requirements further increased to ₹ 14,456.98 lakhs in
March 2026.
Page 116 of 465In addition, we have expanded our product portfolio and increased the number of jewellery items
offered to our customers which increased from 8 items as of March 31, 2023, to 21 items as of March
31, 2025. To support this expansion and ensure timely supply to customers, we maintain adequate
levels of raw materials and finished goods inventory, which further results in higher working capital
requirements.
Further, gold generally constitutes 35% of our product cost. The average price of gold has increased
from approximately ₹ 5,230 per gram in FY 2022-23 to ₹ 7,364 per gram in FY 2024-25 and ₹ 11,829
per gram for the period ended December 31, 2025, which resulted in higher procurement costs for
the same quantity of gold and other inputs such as diamond polki and color stones. Consequently,
the value of our inventory and receivables increased, which in turn increased our working capital
requirements. Conversely, when gold prices stabilize or decline, our working capital requirements
moderate to that extent.
➢ Customer Credit Terms and Receivables Management: Our customers include prominent jewellery
stores and in order to maintain long-term relationships with our customers and remain competitive
in the market, we offer flexible credit terms to certain customers, which have contributed to an
increase in trade receivables.
Our Company’s retail business is predominantly on a cash-and-carry basis, with collections received
through cash, banking channels and credit cards. The credit risk associated with such collections is
minimal, as such amounts are generally settled by customers’ banks and card issuing institutions. In
the case of institutional customers and credit sales, we deal only with creditworthy parties and
manage our credit exposure through internal creditworthiness assessments and periodic monitoring.
Our Company recognizes lifetime expected credit losses on trade receivables using the simplified
approach prescribed under the applicable accounting standards. Under this approach, we determine
a provision percentage based on historical default trends, adjusted for forward-looking estimates, and
apply the same through a provision matrix over the expected life of the trade receivables. In cases
where specific indicators of default are identified, the full expected loss against the amount
considered recoverable is provided for. In addition, we evaluate the recoverability of receivables on
a case-to-case basis. For details of the ageing of our trade receivables, see “Risk Factor No. 39 – If we
are unable to collect our receivables from our clients, our results of operations and cash flows could
be adversely affected” on page 56.
Our related party trade receivables amounted to ₹ 271.57 lakhs in Fiscal 2023 and were Nil in Fiscal
2024, Fiscal 2025 and for the period ended December 31, 2025. No provision for expected credit
losses was considered necessary in respect of such related party balances based on management’s
assessment of recoverability.
We also receive orders for customized jewellery based on designs provided by our customers, which
are manufactured by our in-house team in accordance with such specifications. In such cases, we
generally receive an advance of approximately 20% of the order value from customers at the time of
order placement as token money, although the amount may vary depending on the nature and value
of the order. The final sale price is determined based on the prevailing price of gold on the date of
billing, together with applicable making charges and taxes. Accordingly, the advance amount received
does not represent a fixed percentage linked to gold prices, and the final billing amount is adjusted to
reflect any changes in gold prices between the date of order placement and the date of billing.
Further, during Fiscal 2025 and the stub period ended December 31, 2025, our Company witnessed
higher order inflows from customers, which were aligned with festive and wedding season demand,
particularly in the third quarter of the fiscal year, when our B2B customers place orders in anticipation
of increased retail demand. In addition, our participation in various industry exhibitions, including
Couture India Show (September 2025), Jewellers Association Show (July 2025), India International
Jewellery Show (August 2025) and Jaipur Jewellery Show (December 2025), supported increased
Page 117 of 465customer engagement and order generation during the period. As discussed under “Product Portfolio
and Inventory Requirements” above, our quarterly sales trend reflects higher sales during such
periods.
While these factors have contributed to growth in our revenue, they have also resulted in higher trade
receivables and an extended receivables cycle. The increase in trade receivables, particularly in Fiscal
2025 and during the stub period ended December 31, 2025, has contributed to higher working capital
requirements. Further, the increase in trade receivables as of December 31, 2025 was also
attributable to higher sales during the third quarter, resulting in increased dispatches towards the
end of the period and corresponding higher outstanding receivables as of the reporting date, which
were realized in the subsequent period in the ordinary course of business.
Reduction in Trade Payables: As per general market practices, there are different pricing structures
for purchases made on immediate payment basis and purchases made on deferred credit terms. Our
Company generally procures raw materials on immediate payment basis in order to avail better
pricing and cost benefits. Accordingly, our trade payable cycle has remained relatively lower due to
such immediate payments made to secure raw materials at competitive rates.
Further, the working capital facilities from HDFC Bank Limited were sanctioned in Fiscal 2023 but were
availed only for a limited period during Fiscal 2024 and substantially utilized during Fiscal 2025. In
addition, working capital facilities from ICICI Bank Limited were sanctioned and availed during Fiscal
2025. The increased availability and utilization of such working capital facilities enabled our Company
to make timely payments to suppliers and avail procurement cost benefits, which further contributed
to the reduction in trade payable days during Fiscal 2025.
Trade payables as on March 31, 2025 were lower in line with the above practice. However, the
increase in trade payables as on December 31, 2025 was primarily attributable to the timing of
purchases made towards the end of the third quarter in line with higher order inflows during the
period. Overall, the mismatch between receivables and payables cycles has contributed to the
increase in working capital gap.
➢ Inflationary Trends in Raw Materials: The prices of precious metals and gemstones have shown
fluctuations over the period under consideration, including during the stub period ended December
31, 2025. Such price movements impact the valuation of inventory as well as receivables, depending
on the stage of the operating cycle, and thereby influence the working capital requirements of our
Company.
Due to the above reasons the working capital requirements of our company increased from ₹ 2,119.36
Lakhs in FY23 to ₹ 4,769.09 Lakhs in FY24, ₹ 11,601.80 Lakhs in FY25 and further increased to ₹
12,906.52 Lakhs during the period ended on December 31, 2025. We fund our working capital
requirements in the ordinary course of business from our internal accrual and financing from various
banks.
Basis of estimation of working capital requirement
In light of the incremental business requirements, our Company requires additional working capital for
funding its working capital requirements in the Fiscal Year 2027 and 2028. On the basis of our existing
audited working capital requirements and the provisional/estimated working capital requirements for
the fiscal year 2026, 2027 and 2028, our Board pursuant to its resolution dated May 04, 2026, has
approved the business plan for the Fiscal Year 2027 and 2028 and the proposed funding of such
working capital requirements as set forth below:
Page 118 of 465(₹ in Lakhs)
S. March 31, 2026 March 31, 2027 March 31, 2028
Particulars
No. (Provisional) (Estimated) (Projected)
A. Current Assets
1. Inventory
− Raw Materials 2,800.00 5,348.68 5,810.00
− Finished Goods 10,120.00 17,170.00 24,390.00
− Work In Progress 360.00 535.00 580.00
2. Trade Receivables 1,950.00 2,920.00 4,080.00
3. Advance to suppliers 50.00 80.00 82.00
4. Other Financial and Current Assets 120.10 1,234.70 1,283.18
Total Current Assets 15,400.10 27,288.38 36,225.18
B. Current Liabilities
1. Trade payables 535.00 495.00 630.00
2. Advance from Customers 195.00 500.00 700.00
3. Other Financial and Current Liabilities 213.12 221.47 195.56
Total Current Liabilities 943.12 1,216.47 1,525.56
C. Working Capital Requirements 14,456.98 26,071.91 34,699.62
E. Funding Pattern
1. External Borrowings
− Working Capital Limits from Banks and financial
6,100.00 - -
Institutions
2. Net Worth 8,356.98 20,521.91 33,669.62
3. IPO Proceeds - 5,500.00 1,000.00
Total 14,456.98 26,071.91 34,699.62
Justification of enhanced working capital requirements
Our Company has estimated its working capital requirement at ₹ 14,456.98 lakhs for Fiscal Year 2026
on a provisional basis and has projected the same at ₹ 26,071.91 lakhs and ₹ 34,699.62 lakhs for Fiscal
Years 2027 and 2028, respectively, based on the expected scale-up of operations and business growth.
The working capital requirements for Fiscal Year 2026 have been determined based on actual sales
achieved during the year and estimated levels of current assets and current liabilities, as the audited
financial statements for such period are not yet available.
The projections for Fiscal Years 2027 and 2028 are based on the business plan approved by our Board
and reflect anticipated growth in operations, including increase in inventory levels and trade
receivables in line with higher sales, along with corresponding changes in current liabilities. Our
working capital requirements for the last three fiscal years, the stub period ended on December 31,
2025, and the aforementioned periods are set out below:
(₹ in Lakhs)
December 31, FY 2025-26 FY 2026-27 FY 2027-28
Particulars FY 2022-23 FY 2023-24 FY 2024-25
2025 (Provisional) (Estimated) (Projected)
Working
Capital 2,119.36 4,769.06 11,601.80 12,906.52 14,456.98 26,071.91 34,699.62
Requirements
Growth in % - 125.02% 143.27% 11.25% 24.61% 80.34% 33.09%
The increase in our projected working capital requirements is primarily attributable to the anticipated
growth in key components of current assets, particularly inventories and trade receivables, in line with
the expected expansion of our business operations and implementation of our strategic growth
initiatives. Inventories are projected to increase to support a broader product portfolio, higher
participation in industry exhibitions, expansion into the retail jewellery segment through the
development of our seven-storey retail store at Plot No. A-4/2, A-4/4, Chomu House, Sardar Patel
Marg, C-Scheme, Jaipur, and the proposed rollout of franchise stores across new geographies,
including key metro and high-potential cities. As reflected in the table of estimated working capital
Page 119 of 465requirements set out above, the projected growth in trade receivables is not directly proportional to
the projected growth in finished goods inventory. This is primarily due to the expected change in our
sales mix over the projection period. While our current sales are predominantly to B2B customers and
generally involve normal credit terms, we are in the process of expanding our presence in the B2C
segment, where sales are generally realized on a cash basis. With the expected increase in retail and
franchise-led sales, a portion of our sales is likely to be realized immediately in cash and will not result
in corresponding trade receivables. At the same time, we intend to maintain higher levels of finished
goods inventory to support a wider product range and ensure ready availability across our distribution
channels. Accordingly, the difference in the projected growth pattern of finished goods inventory and
trade receivables is based on our expected business mix, credit terms and inventory holding
requirements to meet anticipated demand.
As part of our strategic growth initiatives aimed at leveraging market potential and improving
manufacturing capacity utilization, we intend to broaden our design offerings, increase participation
in industry exhibitions, enhance product visibility to our target clientele, and thereby facilitate the
generation of increased order volumes. This would in turn require increased investment in raw
materials and work in progress.
For Fiscal Years 2027 and 2028, our Company has projected growth in sales by catering to new regions
and improving marketing strategies. All these factors are cumulatively expected to lead to significantly
higher turnover, with corresponding increase in inventory levels and consequently higher working
capital requirements.
Further, the prices of gold and other precious materials have shown fluctuations over the recent
periods, which may impact the value of inventory and receivables depending on the stage of the
operating cycle, thereby influencing the overall working capital requirements of our Company. Our
future sales strategies can be further broken down as below:
➢ Repeat Orders from Established Clients: Our customers include prominent jewellery stores from
whom we receive repeat orders. We are also in the process of identifying and establishing business
relationships with additional corporate clients and private jewellery stores. Further, our recent
participation in industry exhibitions has also resulted in onboarding of certain new B2B customers,
which is expected to contribute to our future sales growth.
➢ Participation in Jewellery Shows: Our company is participating in various exhibitions which include
inter-alia Couture India Show which is a premier B2B event for high-end designer jewellery brands,
Bridal Asia- India’s most luxurious wedding show, IIJS (India International Jewellery Show)- World’s
second largest jewellery show, JJS (Jaipur Jewellery Show) which is India’s largest B2B/B2C show for
gems and jewellery and JAS Jaipur (Jewellers Association Show) which is premier B2B gems and
jewellery exhibition. Participation in these trade exhibitions will further increase our brand visibility
and which in turn results in an increase in our business operations and higher level of working
capital requirements.
➢ Strategic Investment in retail store: A 7- storey retail store is under construction on the land of our
Company which is situated at Plot No. A-4/2, A-4/4, Chomu House, Sardar Patel Marg, C- Scheme,
Jaipur. Through this strategic investment we are planning to enter into retail jewellery segment.
We will require a substantial level of inventory at the store to cater to a wider customer base and
to showcase premium, bridal, and designer collections. This increase in the inventory levels will
increase our working capital requirements.
➢ Franchise Expansion Model: Our Company is planning to start the franchise model to enter into
the new geographies through multiple new showrooms in key metro and high potential cities over
the next three years. Our Company has entered into agreement with Francorp Advisors Private
Page 120 of 465Limited dated July 17, 2025 under Franchise Development Program, Representation and
Recruitment Service Agreement.
As per the terms of the agreement, our Company has proposed conversion of 10 franchisee
operated stores, to be undertaken in a phased manner in 24 months from the date of agreement,
which is as follows:
Year 1: Conversion of 5 franchisee units
Year 2: Conversion of 5 franchisee units
Our Company is currently in the process of evaluating potential cities/regions for the proposed roll-
out. The evaluation considers parameters including demographic profile, market demand,
competitive presence, accessibility, and anticipated return on investment. These stores will use our
brand name and will exclusively showcase jewellery of our company. With this strategy we will
require a high level of inventory for supplying our products to these franchise stores which
increases the requirements of our working capital.
These initiatives are expected to require higher upfront investment in inventory, marketing,
staffing, logistics, and operational support to ensure consistent brand experience and timely service
delivery across all channels.
Assumptions of Working Capital requirement
Holding levels and justifications for holding period levels on the basis of Audited Standalone Financial
Statements.
(Holding Period in days)
FY 22-23 FY 23-24 FY 2024-25 December 31, FY 2025-26 FY 2026-27 FY 2027-28
Particulars
(Audited) (Audited) (Audited) 2025 (Projected) (Projected) (Projected)
Current Assets:
Inventories: -
− Raw Material 47 53 72 56 76 72 72
− Work in Progress - - 8 10 8 8 8
− Finished goods 44 105 119 88 119 119 119
Trade Receivables 122 46 43 91 43 43 43
Current Liabilities:
Trade payables 43 39 7 32 10 7 7
Net working Capital
170 165 235 213 236 235 235
Cycle
Note: 30 days in a month
Justification for Holding Period levels:
The justification for the holding period levels reflected in the table above is set out below:
Particulars Justification for Holding Levels
Our Company is engaged in the manufacturing of Kundan Polki jewellery using gold, diamond
polki and coloured gemstones, which are high-value inputs. The jewellery industry is
inherently working capital intensive and our business model, which is predominantly focused
on B2B sales, requires maintaining adequate inventory levels to ensure continuity in
production and timely fulfilment of orders.
Our Company maintains a wide variety of designs and styles of jewellery to cater to customer
Raw Material preferences and to showcase its products to prospective buyers, including through
participation in trade exhibitions.
During FY23, FY24 and FY25, our Company maintained raw material inventory levels of 47
days, 53 days and 72 days, respectively. As on December 31, 2025, raw material inventory
stood at 56 days. The relatively lower holding as on December 31, 2025, was primarily
attributable to timing of procurement and alignment of purchases with production
requirements during the period.
Page 121 of 465Particulars Justification for Holding Levels
For Fiscal Year 2026, raw material holding levels have been determined based on actual sales
achieved during the year and estimated production requirements, as the audited financial
statements are not yet available. Based on historical trends and the Company’s operating
requirements, including the need to maintain sufficient raw materials for production
continuity and product variety, our Company has estimated raw material holding levels at 72
days each for FY26, FY27 and FY28.
In FY23 and FY24, our Company did not separately classify work in progress, and such amounts
were included within raw material inventory. From FY25 onwards, the Company has started
maintaining work in progress inventory separately, which was 8 days in FY25 and 10 days as
on December 31, 2025.
Work in
Progress
The work in progress holding level as of December 31, 2025 reflects the scale of operations
and timing of production activities during the period. Based on the production cycle of our
Company and expected scale of operations, work in progress holding levels have been
estimated at 8 days each for FY26, FY27 and FY28.
Our Company maintains finished goods inventory to showcase a wide range of designs to
customers and to support participation in trade exhibitions, which are key drivers of our sales.
Maintaining adequate levels of finished goods inventory is essential to cater to customer
preferences, facilitate order conversions and ensure timely fulfilment of orders.
During FY23, FY24 and FY25, our Company maintained finished goods inventory levels of 44
days, 105 days and 119 days, respectively, reflecting expansion of product portfolio and scale-
up of operations. As on December 31, 2025, finished goods inventory stood at 88 days. The
variation in holding levels as on December 31, 2025, is primarily attributable to higher sales
Finished Goods during the period and timing of dispatches, which impacted the closing inventory position
relative to cost of goods sold.
For Fiscal Year 2026, finished goods holding levels are based on actual operations during the
year, including cost of goods sold and corresponding inventory levels maintained in the
ordinary course of business, as the audited financial statements are not yet available. For Fiscal
Years 2027 and 2028, considering the Company’s business model, including the requirement
to maintain sufficient finished goods for customer display, participation in exhibitions and
proposed expansion into retail and franchise channels, our Company has estimated finished
goods holding levels at 119 days each.
Our Company generally extends credit to its customers depending on the nature and duration
of our relationship with the customer, typically ranging between 30 to 60 days.
Trade receivable holding days were 122 days in FY23, which was higher as the Company was
in the process of establishing relationships with customers. Thereafter, receivable holding
days reduced to 46 days and 43 days in FY24 and FY25, respectively, in line with established
business practices. As on December 31, 2025, receivable holding days increased to 91 days,
primarily on account of higher sales during the third quarter of the fiscal year, which coincides
with the festive and wedding season, resulting in higher receivables outstanding as at the
Trade
reporting date. Additionally, during the period, fluctuations in gold prices also impacted
Receivables
payment cycles across the industry, which contributed to relatively higher receivable holding
days as at the reporting date.
For Fiscal Year 2026, trade receivable holding levels are based on actual sales achieved during
the year and the corresponding receivables outstanding in the ordinary course of business, as
the audited financial statements are not yet available.
Based on historical trends and the Company’s credit policies, our Company has estimated
trade receivable holding levels at 43 days each for FY27 and FY28.
Trade payables primarily comprise amounts payable towards procurement of raw materials.
Trade payable holding days were approximately 43 days, 39 days and 7 days for FY23, FY24
Trade Payables
and FY25, respectively, reflecting the Company’s procurement practices.
Page 122 of 465Particulars Justification for Holding Levels
Our Company generally procures raw materials on immediate or shorter credit terms to
ensure availability of inputs and to maintain consistency in production. As on December 31,
2025, trade payable holding days stood at 32 days. The increase in holding days as on
December 31, 2025, is primarily attributable to timing of purchases towards the end of the
period in line with higher order inflows during the third quarter of the fiscal year.
For Fiscal Year 2026, trade payable holding levels are based on actual procurement levels
during the year and the corresponding payables outstanding in the ordinary course of
business, as the audited financial statements are not yet available. Based on historical trends
and procurement practices of the Company, trade payable holding levels have been estimated
at 7 days each for FY27 and FY28.
2. Repayment/pre-payment, in full or in part, of certain outstanding borrowings availed by our
Company from scheduled commercial banks
We avail our fund-based and non-fund-based facilities in the ordinary course of business from various
scheduled commercial banks and other entities. The borrowing arrangements entered into by us
include, inter alia, term loans and working capital loans. For further information on the financial
indebtedness of our Company, see “Financial Indebtedness” beginning on page 353.
As of May 22, 2026, our Company had total secured borrowing outstanding of ₹ 7,512.00 lakhs
comprising working capital borrowings from banks of ₹ 6,473.87 lakhs and a term loan of ₹ 1,038.13
lakhs, with interest rates broadly ranging between 7.64% to 8.45% per annum (being the applicable
interest rates as on May 22, 2026)
Our Company currently has working capital facilities from HDFC Bank Limited and ICICI Bank Limited
and a term loan from HDFC Bank Limited. We propose to utilize a portion of the Issue proceeds towards
repayment/prepayment of our working capital borrowings and intend to repay the entire outstanding
working capital facilities. The term loan has been availed for strategic expansion purposes, including
purchase of land at Plot No. A-4/2, A-4/4, Chomu House, Sardar Patel Marg, C-Scheme, Jaipur, where
we are constructing our proposed retail store, and it will continue to be repaid in accordance with its
existing repayment schedule.
The working capital facilities availed by our Company from Banks, in the form of Working Capital
Demand Loan (WCDL), Cash Credit Limits and Overdraft Limits, are in the nature of general working
capital limits and are not earmarked for any specific activity or project. These facilities are utilized for
meeting overall business requirements, including procurement of raw materials, manufacturing
operations, inventory holding and other operating expenses in the ordinary course of business.
Accordingly, such facilities are not segregated activity-wise. However, utilization of these facilities is
monitored on an overall basis through periodic stock and book debt statements, drawing power
calculations, and compliance with the terms and conditions stipulated by the respective lending banks.
We propose to utilize a portion of the Net Proceeds from the IPO aggregating up to ₹ 6,500 Lakhs
towards the repayment or prepayment, of all or a portion of borrowings availed by our Company from
scheduled commercial banks.
Pursuant to the terms of the borrowing arrangements, prepayment of certain indebtedness may
attract prepayment charges as prescribed by the respective lender. Such prepayment charges, as
applicable, will also be funded out of Net Proceeds.
Further, the outstanding amounts under these borrowings as well as the sanctioned limits are
dependent on several factors and may vary with our business cycle with multiple intermediate
repayments, drawdowns and enhancement of sanctioned limits. Accordingly, our Company may utilize
the Net Proceeds for repayment/prepayment of any such refinanced facilities (including any
prepayment fees or penalties thereon) or any additional facilities obtained by our Company. However,
Page 123 of 465the aggregate amount to be utilized from Net Proceeds towards prepayment, repayment or
redemption of borrowings (including refinanced or additional facilities availed, if any), in part or full,
will not exceed ₹ 6,500 lakhs. In light of the above, at the time of filing of Red Herring Prospectus, the
table below shall be suitably updated to reflect the revised amounts or loans, as the case may be. We
believe that such repayment or prepayment will help reduce our outstanding indebtedness and debt
servicing costs and enable utilization of internal accruals for further investment towards business
growth and expansion. In addition, we believe that repayment/prepayment of the loans will add to the
profitability of our Company due to reduced finance cost and also the improvement in the debt-to-
equity ratio of our Company is intended to enable us to raise further resources in the future to fund
potential business development opportunities and plans to grow and expand our business in the
future.
The details of the debt-equity ratio of our company and our listed peers for the period ended on
December 31, 2025 and FY 25, FY 24 and FY 23 are depicted in the table below:
Debt-Equity Ratio
Name of Company For the period ended
2024-2025 2023-2024 2022-2023
on December 31, 2025
Advit Jewels Limited 0.78 1.29 0.60 0.32
Our company Listed Peers
Bluestone Jewellery and Lifestyle Limited* - 0.80 1.15 (3.18)
RBZ Jewellers Limited* - 0.35 0.33 1.04
Radhika Jeweltech Limited* - 0.13 0.19 0.16
*Debt Equity ratio of listed peers for the period ended on December 31, 2025 is not available on public domain, hence not
disclosed here
Pursuant to the certificate dated May 09, 2026, received from our statutory and peer review auditor, M/s Keyur Shah and
Associates, Chartered Accountants.
The selection of borrowings proposed to be prepaid or repaid amongst our borrowing arrangements
availed is based on various factors, including (i) commercial considerations including, among others,
the amount of the loan outstanding, rate of interest and the remaining tenor of the loan, (ii) any
conditions attached to the borrowings restricting our ability to prepay/ repay the borrowings and time
taken to fulfil, or obtain waivers for fulfilment of such conditions, (iii) cost of the borrowing, including
applicable interest rates (iv) receipt of consents for prepayment from the respective lenders and terms
and conditions of such consents and waivers and (v) levy of any prepayment penalties/premium and
the quantum thereof and other related costs and (vi) nature and/or repayment schedule of
borrowings. We will approach the relevant lenders after completion of this Issue for
repayment/prepayment of the borrowings.
Our company has obtained Consents letters in the form of No Objection Certificate (“NOC”) from each
of such scheduled commercial banks and other financial institutions for the proposed IPO of our
company in the following manner:
S. No. Name of the Lender Date of Consent
1. HDFC Bank Limited 31.07.2025
2. ICICI Bank Limited 29.07.2025
Further, the table below sets out the details of the borrowings currently availed by our Company as on
May 22, 2026. We propose to utilise ₹ 6,500 lakhs from the Net Proceeds to repay a portion of these
existing borrowings availed from scheduled commercial banks.
Page 124 of 465The details of borrowings proposed to be repaid are given as under:
(₹ in Lakhs)
Original Outstanding Amount
S. Name of Disbursement Sanctioned
Sanctioned Renewal Date Nature of Loan Rate of Interest amount as on Proposed to be Tenure Purpose Prepayment Penalty
No. Lender date amount
Date 22.05.2026 Repaid
24.08.2023
4% of the sanctioned
11.06.2024 7.75 % Spread To meet working
12 amount for Working
1 HDFC Bank 18.03.2023 29.07.2024 03.04.2023 Cash Credit (2.50%) Linked With 4,075.00 3,622.23 3,638.00** capital
Months Capital Facility (plus
16.07.2025 3M Repo Rate requirements
taxes) *
20.03.2026
5.25% Spread of To meet working
Drop Down 12
2.65% linked with 3M 162.11 capital NIL
Overdraft Months
Repo Rate requirements
5.50% Spread of To meet working
17.09.2025 1,878.93 12
2 ICICI Bank 08.01.2025 27.01.2025 Working Capital 2.45% linked with 3M 1,500.00 1,862.00 capital NIL
29.12.2025 Months
Demand Loan Repo Rate requirements
(Sublimit of 5.50% Spread of To meet working
12
Overdraft) 2.45% linked with 3M 200.00 capital NIL
Months
Repo Rate requirements
5.50% The Spread
To meet working
(2.95%) will be 12
Overdraft 0.59 capital NIL
modified basis the Months
requirements
3M Repo Rate
3 ICICI Bank 08.01.2025 13.06.2025 27.01.2025 1000.00 1,000.00**
Working Capital
5.50% Spread of To meet working
Demand Loan 12
2.45% linked with 3M 990.00 capital NIL
(Sublimit of Months
Repo Rate requirements
Overdraft)
Total 6,473.87 6,500.00
*Micro and Small Enterprises, as per BCSBI guidelines, prepayment charges will not be levied if the said borrower is prepaying the floating rate loans.
**Amount proposed to be repaid has been given assuming the required utilisation of sanctioned working capital limits
In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations read with its proviso, which requires a certificate from the statutory auditor, certifying the utilization of loan for the purposes availed, our
Company has obtained the requisite certificate dated May 22, 2026 from Keyur Shah & Associates, Chartered Accountants.
Page 125 of 465Monitoring of incremental working capital funding: The incremental working capital requirement of
our Company relates to the same operating activities for which the existing bank working capital
facilities have been availed such as procurement of raw materials, manufacturing expenses, inventory
holding, receivables and other routine business operations in the ordinary course of business. Our
Company’s working capital limits are in the nature of general working capital facilities and are not
sanctioned for any specific project or activity. Accordingly, incremental working capital deployed in the
business cannot be segregated or monitored on an activity-wise basis.
However, the overall utilisation of working capital shall be monitored at an aggregate level through
established internal financial controls, periodic review of the working capital cycle, stock and
receivable statements, drawing power calculations and regular management oversight. Such
monitoring mechanisms will enable our Company to track deployment of funds and ensure that
working capital is utilised for the intended business operations.
3. General corporate purposes
The Net Proceeds will first be utilized for the objects as set out above. Subject to this, our Company
intends to deploy any balance left out of the Net Proceeds, aggregating up to ₹ [●] Lakh, towards general
corporate purposes and the business requirements of our Company, as approved by our management,
from time to time, subject to such utilization for general corporate purposes not exceeding 25% of the
Gross Proceeds, in compliance with the SEBI ICDR Regulations.
In accordance with the policies set up by our management, we have flexibility in applying the remaining
Net Proceeds, for general corporate purpose including but not restricted to the following:
a) Strategic initiatives.
b) brand building exercises.
c) Funding growth opportunities and
d) On – going general corporate exigencies, which the Company in the ordinary course of business
may not foresee or any other purposes as approved by our Board of Directors, subject to
compliance with the necessary provisions of the Companies Act.
The quantum of utilisation of funds towards each of the above purposes will be determined by our
Board, based on the amount actually available under this head and the business requirements of our
Company, from time to time, subject to compliance with applicable law. We confirm that any issue
related expenses shall not be considered as a part of general corporate purpose. The quantum of
utilization of funds towards each of the above purposes will be determined by our Board of Directors
based on the permissible amount actually available under the head “General Corporate Purposes” and
the business requirements of our Company, from time to time. We, in accordance with the policies of
the Board, will have flexibility in utilizing the Net Proceeds for general corporate purposes, as mentioned
above.
INTERIM USE OF FUNDS
Pending utilization of the proceeds of the Fresh Issue for the purposes described above, our Company will
temporarily invest the Net Fresh Issue Proceeds in deposits with scheduled commercial banks included in
second schedule of Reserve Bank of India Act, 1934 for the necessary duration, as may be approved by
the Board.
In accordance with Section 27 of the Companies Act 2013, our Company confirms that, pending utilization
of the proceeds of the Fresh Issue as described above, it shall not use the funds from the Net Proceeds
for buying, trading or otherwise dealing in equity shares of any other listed company or for any investment
in the equity markets.
Page 126 of 465BRIDGE FINANCING FACILITIES
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this
Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds.
ISSUE RELATED EXPENSES
The total expenses for this Issue are estimated to be approximately ₹ [●] Lakh. The expenses for this Issue
include, among others, listing fees, fees payable to the BRLM, legal advisor to the Company for the
supervision of all the legal requirements and compliances, Registrar to the Issue for performing all the
responsibilities as mentioned under the RTA agreement, Bankers to the Issue to perform their
responsibilities as allocated under the Bankers to the I Agreement, Peer Review Auditors for auditing and
restatements of financial information, processing fee to the SCSBs for processing ASBA Forms submitted
by ASBA Bidders procured by the Syndicate and submitted to SCSBs, brokerage and selling commission
payable to the Syndicate, Registered Brokers, SCSBs, RTAs and CDPs, printing and stationery expenses,
advertising, marketing expenses and all other incidental and miscellaneous expenses for listing the Equity
Shares on the Stock Exchanges.
Breakup for the estimated Issue Expenses is as follows:
(₹ in Lakhs)
As % of total
Estimated As % of total
Particulars estimated
Expenses* Issue size*
expenses
Fees payable to the Book Running Lead Managers (including
[●] [●] [●]
Underwriting commission)
Selling commission/processing fee for SCSBs, Sponsor Banks
and fee payable to the Sponsor Banks for Bids made by RIBs
and brokerage and selling commission and bidding/uploading [●] [●] [●]
charges for members of the Syndicate (including their Sub-
Syndicate Members), Registered Brokers, RTAs and CDPs 1,2,3
Advertising and marketing expenses [●] [●] [●]
Fees payable to the Legal Advisors [●] [●] [●]
Fees payable to the Registrar to the Issue [●] [●] [●]
Fees payable to the regulators including Stock Ex
[●] [●] [●]
changes
Printing and distribution of Issue stationary [●] [●] [●]
Others (Bankers to the Issue, auditor’s fees etc.)4 [●] [●] [●]
Total estimated Issue Expenses [●] [●] [●]
Our company has incurred ₹ 151.71 Lakhs towards Issue expenses till May 10, 2026 as certified by our Statutory and Peer Review,
M/s Keyur Shah and Associates pursuant to their certificate dated May 19, 2026.
*Exclusive of applicable taxes. Issue expenses are estimates and are subject to change. Will be
incorporated at the time of filing of the Prospectus on determination of Issue Price.
1. Selling commission payable to the SCSBs on the portion for RIBs and Non-Institutional Bidders which
are directly procured and uploaded by the SCSBs, would be as follows:
Portion for RIBs 0.20% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders 0.15% of the Amount Allotted* (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.
Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as
captured in the Bid Book of BSE or NSE.
No processing fees shall be payable by our Company to the SCSBs on the applications directly procured
by them.
Processing fees payable to the SCSBs on the portion for RIB and Non-Institutional Bidders (excluding
Page 127 of 465UPI Bids) which are procured by the members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/
CDPs and submitted to SCSB for blocking, would be as follows:
Portion for QIBs, RIB and Non-Institutional Bidders ₹ 10/- per valid application (plus applicable taxes)
Uploading/Processing fees payable to the SCSBs for capturing Syndicate Member/Sub syndicate
(Broker)/Sub-broker code on the ASBA Form for Non-Institutional Bidders with bids above ₹ 5,00,000
would be ₹ 10 plus applicable taxes, per valid application.
In case the total ASBA processing charges payable to SCSBs exceeds ₹ 5,00,000, the amount payable to
SCSBs would be proportionately distributed based on the number of valid applications such that the
total ASBA processing charges payable does not exceed ₹ 5,00,000.
2. Selling commission on the portion for RIBs (up to ₹ 200,000) using the UPI mechanism, Non-Institutional
Bidders, QIBs which are procured by members of the Syndicate (including their sub-Syndicate
Members), RTAs and CDPs or for using 3-in-1 type accounts- linked online trading, demat& company
account provided by some of the brokers which are members of Syndicate (including their Sub-
Syndicate Members) would be as follows:
Portion for RIBs 0.20% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders 0.15% of the Amount Allotted* (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.
The Selling Commission payable to the Syndicate / Sub-Syndicate Members will be determined:
i. For RIBs & NIBs (up to Rs 5 lakhs) on the basis of the application form number / series, provided that
the application is also bid by the respective Syndicate / Sub-Syndicate Member. For clarification, if a
Syndicate ASBA application on the application form number / series of a Syndicate / Sub-Syndicate
Member, is bid by an SCSB, the Selling Commission will be payable to the SCSB and not the Syndicate /
Sub-Syndicate Member.
ii. For NIBs (Bids above Rs 5 lakhs) and QIBs on the basis of the Syndicate ASBA Form bearing SM Code &
Sub-Syndicate Code of the application form submitted to SCSBs for Blocking of the Fund and uploading
on the Exchanges platform by SCSBs. For clarification, if a Syndicate ASBA application on the application
form number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the Selling Commission
will be payable to the Syndicate / Sub Syndicate members and not the SCSB.
3. Uploading Charge/processing Charges:
i. payable to members of the Syndicate (including their sub-Syndicate Members), on the applications
made using 3-in-1 accounts, would be: ₹ 10/- plus applicable taxes, per valid application bid by the
Syndicate member (including their sub-Syndicate Members), In case the total processing charges
payable under this head exceeds ₹ 5,00,000, the amount payable would be proportionately distributed
based on the number of valid applications such that the total processing charges payable does not
exceed ₹ 5,00,000.)
ii. Bid Uploading charges payable to the SCSBs on the portion of QIB and Non-Institutional Bidders
(excluding UPI Bids) which are procured by the members of the Syndicate/sub-Syndicate/Registered
Broker/RTAs/ CDPs and submitted to SCSB for blocking and uploading would be: ₹ 10/- per valid
application (plus applicable taxes). In case the total processing charges payable under this head exceeds
₹ 5,00,000, the amount payable would be proportionately distributed based on the number of valid
applications such that the total processing charges payable does not exceed ₹ 5,00,000.)
The selling commission and bidding charges payable to Registered Brokers the RTAs and CDPs will
Page 128 of 465be determined on the basis of the bidding terminal id as captured in the Bid Book of BSE or NSE.
iii. Selling commission/ uploading charges payable to the Registered Brokers on the portion for RIBs (up to
₹ 200,000) procured through UPI Mechanism and QIBs and Non-Institutional Bidders which are directly
procured by the Registered Broker and submitted to SCSB for processing, would be as follows:
Portion for RIBs* ₹ 10/- per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders ₹ 10/- per valid application (plus applicable taxes)
* Based on valid applications
In case the total processing charges payable under this head exceeds ₹ 5,00,000, the amount payable
would be proportionately distributed based on the number of valid applications such that the total
processing charges payable does not exceed ₹ 5,00,000.
4. Uploading charges/ Processing fees for applications made by RIBs (up to ₹ 200,000) and Non-
Institutional Bidders (for an amount more than ₹ 200,000 and up to ₹ 500,000) using the UPI
Mechanism would be as under:
Members of the Syndicate / RTAs / ₹ 10 per valid application (plus applicable taxes)
CDPs (Uploading charges) *
Sponsor Bank - 1 (Processing fee) NIL per valid application up to 12 Lakhs applications
₹ 6.5/- (plus applicable taxes) for every valid application above 12
Lakhs applications
The Sponsor bank shall be responsible for making payments to third
parties such as remitter company, NPCI and such other parties as
required in connection with the performance of its duties under
applicable SEBI circulars, agreements and other Applicable Laws
Sponsor Bank – 2 (Processing fee) NIL per valid application up to 5 Lakh applications
₹ 6/- (plus applicable taxes) for every valid application above 5 Lakhs
applications
The Sponsor bank shall be responsible for making payments to third
parties such as remitter company, NPCI and such other parties as
required in connection with the performance of its duties under
applicable SEBI circulars, agreements and other Applicable Laws
*The total uploading charges / processing fees payable to members of the Syndicate, RTAs, CDPs, Registered Brokers will be
subject to a maximum cap of ₹ 15 Lakhs (plus applicable taxes). In case the total uploading charges/processing fees payable
exceeds ₹ 15 Lakhs, then the amount payable to members of the Syndicate, RTAs, CDPs, Registered Brokers would be
proportionately distributed based on the number of valid applications such that the total uploading charges / processing fees
payable does not exceed ₹ 15 Lakhs.
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the
Syndicate Agreement and Bankers to the Issue Agreement.
Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made
using the ASBA facility in initial public offerings (opening on or after September 1, 2022) shall be processed
only after application monies are blocked in the company accounts of investors (all categories).
Accordingly, Syndicate / Sub-Syndicate Member shall not be able to Bid Application Form above ₹ 5 lakhs
and the same Bid Application Form need to be submitted to SCSB for blocking of the fund and uploading
on the exchange bidding platform. To identify bids submitted by Syndicate / Sub-Syndicate Member to
SCSB a special Bid cum-application Form with a heading / watermark “Syndicate ASBA” may be used by
Syndicate / Sub Syndicate Member along with SM code & broker code mentioned on the Bid-cum
Application Form to be eligible for brokerage on allotment. However, such special forms, if used for Retail
Bids and NIB bids up to ₹ 5 lakhs will not be eligible for brokerage.
Page 129 of 465The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to
the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with
SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/570 dated June 2, 2021 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent these have not been rescinded
by the SEBI master circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (“SEBI RTA
Master Circular”), as applicable only to the RTAs), SEBI Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75
dated May 30, 2022 and SEBI RTA Master Circular.
The Issue expenses shall be payable in accordance with the arrangements or agreements entered into by
our Company with the respective Designated Intermediary.
MONITORING OF UTILIZATION OF FUNDS
In terms of Regulation 41 of the SEBI ICDR Regulations, our Company has appointed a monitoring agency
for monitoring the utilization of the Pre-IPO Proceeds and Gross Proceeds. Our Audit Committee and the
monitoring agency will monitor the utilization of the Pre-IPO Proceeds and Gross Proceeds until such time
that all the Gross Proceeds have been utilized in full. Further Monitoring Agency shall submit the report
required under Regulation 41(2) of the SEBI ICDR Regulations to our Company and we will submit the
report to the Stock Exchanges as per the requirement of SEBI ICDR Regulations.
To the extent applicable, Our Company will disclose and will continue to disclose the utilization of the
Gross Proceeds, including interim, use under a separate head in our balance sheet for such fiscals as
required under applicable law, specifying the purposes for which the Gross Proceeds have been utilized.
Our Company will also, in its balance sheet for the applicable financials, provide details, if any, in relation
to all such Gross Proceeds that have not been utilized, if any, of such unutilized Gross Proceeds. Our
Company will also indicate investments, if any, of the unutilized proceeds of the Issue in our balance sheet
for the relevant Fiscal Years subsequent to receipt of listing and trading approvals from the Stock
Exchanges.
Pursuant to Regulation 18(3), Regulation 32(3) and Part C of Schedule II of the SEBI Listing Regulations,
our Company shall, on a quarterly basis, disclose to the Audit Committee and the Monitoring Agency the
uses and applications of Gross Proceeds. For the purpose of preparation of the quarterly reports by the
Monitoring Agency, our Company shall provide an item-by-item description of all expense heads under
each object of the Issue. On an annual basis, our Company shall prepare a statement of funds utilized for
purposes other than those stated in this Red Herring Prospectus and place it before the Audit Committee
and monitoring agency and make other disclosures as may be required until such time as the Gross
Proceeds remain unutilized. Such disclosure shall be made only until such time that all the Gross Proceeds
have been utilized in full.
The statement shall be certified by the statutory auditor of our Company, and we will provide the details
of the certifications obtained from our Statutory Auditors on the utilization of the Gross Proceeds to the
Monitoring Agency. Furthermore, in accordance with Regulation 32(1) of the SEBI Listing Regulations, our
Company shall furnish to the Stock Exchanges on a quarterly basis, a statement indicating (i) deviations,
if any, in the actual utilization of the proceeds of the Issue from the Objects; and (ii) details of category
wise variations in the actual utilization of the proceeds of the Issue from the objects of the Issue as stated
above. This information will also be published in newspapers simultaneously with the interim or annual
financial results and explanation for such variation (if any) will be included in our director’s report, after
placing the same before the Audit Committee.
VARIATIONS IN OBJECT
Page 130 of 465In accordance with Sections 13(8) and 27 of the Companies Act, our Company shall not vary the objects
of the Issue unless our Company is authorized to do so by way of a special resolution of its Shareholders
and such variation will be in accordance with the applicable laws including the Companies Act and the
SEBI ICDR Regulations. In addition, the notice issued to the Shareholders in relation to the passing of such
special resolution shall specify the prescribed details and be published in accordance with the Companies
Act. Further, the details, in respect to such resolution are also required to be published in newspapers,
one in English and one in Hindi, the regional language of the jurisdiction where our Registered and
Corporate Office is located. Pursuant to Sections 13(8) and 27 of the Companies Act, our Promoters or
controlling Shareholders will be required to provide an exit opportunity to such Shareholders who do not
agree to the proposal to vary the objects, subject to the provisions of the Companies Act and in
accordance with such terms and conditions, including in respect of pricing of the Equity Shares, in
accordance with the Companies Act and the SEBI ICDR Regulations.
OTHER CONFIRMATIONS
No part of the Net Proceeds will be paid by us to the Promoters and Promoter Group, the Directors, Key
Management Personnel or Group Company, except in the normal course of business and in compliance
with the applicable law. Further, we confirm that pursuant to repayment of loans from issue proceeds,
the fund already utilized in working capital shall not be taken out of the company in any manner. Our
Company has not entered into nor has planned to enter into any arrangement/ agreements with our
Directors, our Key Managerial Personnel, Senior Management or our Group Company in relation to the
utilization of the Net Proceeds of the Issue. Further, except in the ordinary course of business, there is no
existing or anticipated interest of such individuals and entities in the Objects of the Issue as set out above.
We also confirm that no lien of any nature shall be created on the IPO proceeds including any interim use
of funds.
Page 131 of 465BASIS FOR ISSUE PRICE
The Issue Price of the Equity Shares will be determined by our Company in consultation with the BRLM or
through the Book Building Process, as the case may be and on the basis of quantitative and qualitative
factors as described below. The face value of the Equity Shares is ₹ 10/- each and the Issue Price is [●]
times the face value at the lower end of the Price Band and [●] times the face value at the higher end of
the Price Band.
The financial data presented in this section are based on our Company’s Restated Financial Information.
Investors should also refer to the sections titled “Risk Factors”, “Our Business”, “Restated Financial
Information” and “Management’s Discussion and Analysis of Financial Position and Results of
Operations” on pages 25, 200, 265 and 326 respectively, to get a more informed view before making the
investment decision.
QUALITATIVE FACTORS
We leverage the understanding and experience of our management to successfully oversee our operations
and growth. Some of the qualitative factors which form the basis for computing the Issue Price are:
• Organized Manufacturing Under One Roof: Our manufacturing facility situated at A-5, Jamna Lal
Bajaj Marg, C-Scheme, Jaipur, Rajasthan unites traditional craftsmanship with advanced technology
to create handcrafted Kundan and Polki jewellery. With in-house design, production, and finishing,
we ensure efficiency, quality, and cost control while blending large-scale manufacturing with
artisanal elegance.
• Design and Innovation: Diversified Product Offering Across Customer Segments: We combined
cultural heritage with modern design to create jewellery across Antique, Bridal, Traditional,
Contemporary, and Fusion styles, showcased at our Display Centre situated at Ground Floor, Plot No.
4, Pearl Premier, Jamna Lal Bajaj Marg, C-Scheme, Jaipur, Rajasthan-302001. Supported by in-house
manufacturing, skilled designers, and strong market insight, we offer unique collections, maintain
ready inventory and strengthen B2B relationships.
• Robust Operational Systems and Risk Mitigation Framework: Our operations follow strong internal
controls ensuring consistency, compliance, and risk management. We source gold only from
authorized suppliers and maintain strict security with 24/7 surveillance, alarms, fire systems, and
trained staff. Comprehensive insurance further protects our assets against theft, terrorism, and
natural disasters.
• Experienced Leadership with Proven Execution Capability: Guided by experienced promoters and a
skilled management team, we combine industry expertise, good governance, and efficient
operations. With dedicated purchase team with expertise in gemstones and strategic leadership, we
ensure quality, growth, and a trusted market presence.
• Unwavering Commitment to Quality: With a 100-year family legacy in the jewellery industry, our
promoters uphold a deep commitment to quality. Every piece is meticulously crafted, thoroughly
checked, and delivered on time, reinforcing customer trust and our premium brand reputation.
For further details, see “Our Business – Our Competitive Strengths” on page 205-206.
QUANTITATIVE FACTORS
Some of the information presented in this section relating to our Company is derived from the Restated
Financial Information. For details, see the chapter titled “Restated Financial Information” beginning on
page 265.
Some of the quantitative factors which may form the basis for calculating the Issue Price are as follows:
I. Basic and Diluted Earnings per share (“EPS”) as per the Restated Financial Information.
(Pre-Issue and as adjusted for changes in capital after last balance sheet date).
Page 132 of 465Fiscal Year Basic EPS (₹) Diluted EPS (₹) Weights
March 31, 2025 7.92 7.92 3
March 31, 2024 4.60 4.60 2
March 31, 2023 3.25 3.25 1
Weighted Average EPS 6.04
EPS for the period ended on December 31, 2025 7.95
Notes:
1. Basic and diluted earnings/ (loss) per equity share: Basic and diluted earnings/ (loss) per equity share are
computed in accordance with Indian Accounting Standard 33 notified under the Companies (Indian Accounting
Standards) Rules of 2015 (as amended).
2. Basic Earnings per share = Net profit after tax excluding exceptional items before other comprehensive income
attributable to equity shareholders for the year or period/Weighted average number of equity shares outstanding
during the year or period.
3. Diluted Earnings per share = Net profit after tax excluding exceptional items before other comprehensive income
attributable to equity shareholders for the year or period/ Weighted average number of diluted equity shares
outstanding during the year or period.
4. The weighted average basic and diluted EPS is a product of basic and diluted EPS and respective assigned weight,
dividing the resultant by total aggregate weight i.e. (EPS x Weight) for each year or period/Total of weights.
5. Weighted Average Number of Equity Shares is the number of equity shares outstanding at the beginning of the
year/period adjusted by the number of equity shares issued during the year/period multiplied by the time
weighting factor.
6. The figures disclosed above are based on the Restated Financial Information of our Company.
II. Price/Earning (“P/E”) ratio in relation to Price Band of ₹ [●]/- to ₹ [●]/- per Equity Share:
Particulars P/E at Floor Price P/E at Cap Price
(Number of Times) (Number of Times)
P/E based on Basic & Diluted EPS for FY 2024-25 [●] [●]
P/E based on weighted average Basic & Diluted EPS [●] [●]
Industry Peer Group P/E ratio
Based on the peer group, relevant information (excluding our Company) is given below in this section:
Particulars P/E Ratio
Highest 12.86
Lowest 11.10
Industry Composite 11.98
Notes:
(1) The industry high and low has been considered from the industry peer set provided later in this chapter. The Industry
Composite has been calculated as the arithmetic average P/E of the industry peer set disclosed in this section. For further
details, see “Comparison of Accounting Ratios with listed industry peers” on page 134.
(2) The industry P/E ratio mentioned above is as computed based on closing price the closing market price of equity shares on
Stock exchange National Stock Exchange as on May 15, 2026, divided by diluted EPS for the fiscal year ended March 31,
2025.
III. Return on Net Worth (“RoNW”)
As derived from the Restated Financial Information of our Company:
Fiscal Year RoNW (%) Weight
March 31, 2025 43.64% 3
March 31, 2024 44.84% 2
March 31, 2023 57.47% 1
Weighted Average RoNW 46.34%
For the period ended on December 31, 2025* 30.41%
*Not Annualized
Notes:
(1) Return on Net Worth (%) = Net Profit/(Loss) after tax before other comprehensive income (as restated) divided
by net worth at the end of the year/period.
Page 133 of 465(2) Net worth has been computed as a sum of paid-up share capital and other equity excluding capital reserve on
amalgamation.
(3) Weighted average number of Equity Shares is the number of Equity Shares outstanding at the beginning of the
year/period adjusted by the number of Equity Shares issued during the year/period multiplied by the time
weighting factor. The time weighting factor is the number of days for which the specific shares are outstanding
as a proportion of total number of days during the year/period.
(4) The Weighted Average Return on Net Worth is a product of Return on Net Worth and respective assigned weight,
dividing the resultant by total aggregate weight.
IV. Net Asset Value per Equity Share (Face Value of ₹ 10/- each)
NAV derived from Restated
Net Asset Value per Equity Share
Financial Information (₹)
Net Asset Value per Equity Share as on March 31, 2025 18.16
Net Asset Value per Equity Share after the Issue – At Cap Price [●]
Net Asset Value per Equity Share after the Issue – At Floor Price [●]
Issue per Equity Share [●]
For the period ended on December 31, 2025* 26.13
*Not Annualized
Notes:
(1) Net Asset Value per Equity Share = Net worth at the end of the respective year/period divided by the weighted
average number of equity shares outstanding as at the end of respective year/period duly adjusted for the bonus
shares issued after the balance sheet.
(2) Net worth has been computed as a sum of paid-up share capital and other equity.
(3) The Issue Price of the Equity Shares will be determined by our Company in consultation with the BRLM or through
the Book Building Process, as the case may be.
V. Comparison of Accounting Ratios with Listed Industry Peers
Following is the comparison with our peer companies listed in India:
Total Revenue for EPS for fiscal year P/E (Based
Face value NAV per RONW
Name of the Company fiscal year 2025 2025 (₹) on Diluted
(₹ per share) equity share (%)
(₹ in Lakhs) Basic Diluted EPS) **
Advit Jewels Limited* 10 12,494.47 7.92 7.92 18.16 [●] 43.64%
Listed Peers:
Bluestone Jewellery and
1 1,82,992 (78.86) (78.86) 363.96 NA (24.00%)
Lifestyle Limited
RBZ Jewellers Limited 10 53,075.23 9.70 9.70 61.26 12.86 15.83%
Radhika Jeweltech Limited 2 58,829.14 5.09 5.09 27.34 11.10 18.63%
*Financial information of our Company is derived from the Restated Financial Statements for the Fiscal Year ended March
31, 2025.
** Listed Peers closing market price as on May 15, 2026, on National Stock Exchange of India Limited has been considered
for calculation of P/E.
Source: All the financial information for listed industry peers mentioned above is on a Standalone basis from the audited
financial statements of a respective company for the year ended March 31, 2025, submitted to stock exchange i.e.,
National Stock Exchange of India Limited and from the respective company website.
1) Considering the nature and size of the business of the Company, the peers are not strictly comparable. However,
the above Companies have been included for broad comparison.
2) Basic EPS and Diluted EPS refer to the Basic EPS and Diluted EPS sourced from the financial statements of the
respective company for the year ended March 31, 2025.
3) P/E Ratio has been computed based on the closing market price of equity shares on Stock exchange (National
Stock Exchange of India Limited) as on May 15, 2026, divided by the Diluted EPS provided above in the table.
4) For listed peers, RONW is computed as profit after tax for the year ended March 31, 2025, divided by Shareholder’s
equity.
5) Shareholder’s Equity has been computed as sum of paid-up share capital and reserve & surplus.
6) Net Asset Value per share (“NAV”) (in ₹) is computed as the closing net worth divided by the weighted average
number of equity shares outstanding as on March 31, 2025.
Page 134 of 465The Issue Price is [●] times of the face value of the Equity Shares.
The Issue Price [●] of the Equity Shares will be determined by our Company in consultation with the BRLM
or through the Book Building Process, as the case may be and, is justified in view of the above qualitative
and quantitative parameters.
Investors should read the above-mentioned information along with chapters titled “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and sections
titled “Risk Factors” and “Restated Financial Information” beginning on pages 200, 326, 25 and 265
respectively to have a more informed view.
The trading price of the Equity Shares could decline due to the factors mentioned in the section titled
“Risk Factors” and you may lose all or part of your investments.
KEY FINANCIAL AND OPERATIONAL PERFORMANCE INDICATORS (“KPIs”)
The KPIs disclosed below have been used historically by our Company to understand and analyze business
performance, which in result, help us in analyzing the growth of various verticals in comparison to our
peers.
The KPIs disclosed below have been approved by a resolution of our Audit Committee dated May 15, 2026
and the members of the Audit Committee have verified the details of all KPIs pertaining to the Company.
Further, the members of the Audit Committee have confirmed that there are no KPIs pertaining to our
Company that have been disclosed to any investors at any point of time during the three-year period prior
to the date of filing of this RHP. Further, the KPIs herein have been certified by M/s Keyur Shah and
Associates, Statutory and Peer Review Auditor, by their certificate dated May 15, 2026.
The KPIs of our Company have been disclosed in the sections “Our Business – Key Performance
Indicators” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Key Performance Indicators and Certain Non-GAAP Measures” on pages 203-204 and 328,
respectively. We have described and defined the KPIs, as applicable, in “Definitions and Abbreviations –
Key Performance Indicators” on page 19.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic
basis, at least once in a year (or any lesser period as determined by the Board of our Company), for a
duration of one year after the date of listing of the Equity Shares on the Stock Exchange or till the complete
utilization of the proceeds of the Fresh Issue as per the disclosure made in the Objects of the Issue Section,
whichever is later or for such other duration as may be required under the SEBI ICDR Regulations.
Financial KPIs of our Company on Standalone basis
(₹ in Lakhs)
For the period ended on For the Fiscal Year ended on March 31
Particulars
December 31, 2025* 2025 2024 2023
Revenue from Operations (1) (₹ in Lakhs) 12,379.01 12,493.73 6,944.26 4,660.41
Growth in Revenue from Operations (2) (%) - 79.91% 49.01% -
Gross Profit (3) (₹ in Lakhs) 4,221.02 4,109.16 1,974.45 1,305.45
Gross Profit Margin (4) (%) 34.10% 32.89% 28.43% 28.01%
EBITDA (5) (₹ in Lakhs) 3,667.61 3,714.67 1,895.17 1,277.43
EBITDA Margin (6) (%) 29.63% 29.73% 27.29% 27.41%
Profit After Tax (7) (₹ in Lakhs) 2,544.24 2,536.71 1,471.04 1,038.98
PAT Margin (8) (%) 20.55% 20.30% 21.18% 22.29%
RoE(9) (%) 35.89% 55.79% 57.82% 80.51%
RoCE (10) (%) 24.09% 27.48% 35.41% 53.02%
Net Fixed Asset Turnover (11) (In Times) 8.74 16.63 121.59 912.02
Net Working Capital Days (12) 221 159 165 140
Page 135 of 465For the period ended on For the Fiscal Year ended on March 31
Particulars
December 31, 2025* 2025 2024 2023
Operating Cash Flows (13) (₹ in Lakhs) 1,782.96 (3,697.69) (1,049.33) (277.25)
Earnings per Share (adjusted after bonus
issue)
− Basic (14) 7.95 7.92 4.60 3.25
− Diluted (15) 7.95 7.92 4.60 3.25
Operating Profit before Working Capital
Changes (16) (₹ in Lakhs) 3,677.30 3,711.09 1,897.57 1,280.39
Current Ratio (17) (In Times) 2.08 1.76 1.93 2.66
NAV per Equity Share (adjusted after bonus)
(18) 26.13 18.16 10.25 5.65
Net Worth (19) (₹ in Lakhs) 8,365.16 5,813.42 3,280.29 1,807.82
Return on Net Worth (20) (%) 30.41% 43.64% 44.84% 57.47%
*Not Annualized
Pursuant to the certificate dated May 15, 2026, received from our statutory and peer review auditor, M/S Keyur Shah and
Associates, Chartered Accountants
Notes:
(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements.
(2) Growth in Revenue from Operations (%) is calculated as a percentage of Revenue from Operations of the relevant year/period
minus Revenue from Operations of the preceding year/period, divided by Revenue from Operations of the preceding year/period.
(3) Gross Profit is calculated as Revenue from Operations less Cost of Goods Sold.
(4) Gross Profit Margin (%) is calculated as Gross Profit divided by Revenue from Operations.
(5) EBITDA is calculated as profit for the year/period, plus tax expenses (consisting of current tax, deferred tax and current taxes
relating to earlier years), Finance costs and depreciation and amortization expenses and minus other income.
(6) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations.
(7) Profit After Tax Means Profits for the year/period as appearing in the Restated Financial Statements.
(8) PAT Margin (%) is calculated as Profits for the year/period as a percentage of Revenue from Operations.
(9) ROE (Return on Equity) (%) is calculated as net profit after tax (PAT) for the year/period divided by Average Shareholder Equity.
(10) ROCE (Return on Capital Employed) (%) is calculated as earnings before interest and taxes divided by capital employed.
(11) Net Fixed Asset Turnover is calculated as Net Turnover divided by Fixed Assets which consists of property, equipment and
Intangible Assets.
(12) Net Working Capital Days is calculated as working capital (current assets minus current liabilities) as at the end of the
year/period divided by revenue from operations multiplied by number of days in a year/period.
(13) Operating cash flows means net cash generated from operating activities as mentioned in the Restated Financial Statements
(14) Earnings per Share (Basic) is calculated as profit after tax divided by weighted average number of equity Shares during the
year/period adjusting for the changes in the capital occurred after the balance sheet date
(15) Earnings per Share (Diluted) is calculated as profit after tax divided by weighted average number of diluted equity shares
during the year/period adjusting for the changes in the capital occurred after the balance sheet date.
(16) Operating Profit before Working Capital Changes means cash generated before change of working capital adjustments.
(17) Current Ratio is calculated as current assets divided by current liabilities.
(18) NAV per Equity Share is calculated as Equity attributable to equity holders of the divided by weighted average number of
shares during the end of year/period adjusting for the changes in the capital occurred after the balance sheet date.
(19) Net Worth means Equity attributable to equity holders of the as mentioned in the Restated Financial Statements.
(20) Return on Net Worth is calculated as restated profit for the year/period divided by net worth.
Operational KPIs of the Company on Standalone basis
For the period ended on March 31, March 31,
Particulars March 31, 2024
December 31, 2025* 2025 2023
Total Quantity Sold (In Kg) 189.58 239.63 187.62 141.15
Installed Capacity (in kg) 400 400 400 400
Actual Production (in kg) 86.308 183.438 172.072 88.654
% Utilisation 21.58% 45.86 % 43.02 % 22.16 %
No. of customers 196 258 260 96
Total Employee base 113 68 21 17
Geographic Sales Coverage (by State) 18 21 21 17
Revenue per customer (Amt. in 63.16 48.24 26.71 48.55
Lakhs)
No. of products 10 21 17 8
*Not Annualized
Page 136 of 465Pursuant to the certificate dated May 15, 2026, received from our statutory and peer review auditor, M/s Keyur Shah and Associates,
Chartered Accountants
Comparison of KPIs of our Company and our listed peers on standalone basis:
While our listed peers (mentioned below), like us, operate in the jewellery industry and may have similar
offerings or end-use applications, our business may be different in terms of differing business models,
different product verticals serviced or focus areas or different geographical presence. The data of
Operational KPIs of our Listed Peers are not available in Public Domain. Further the comparison of
Financial KPIs of our Company and our listed peers on standalone basis are as follows:
Page 137 of 465(in Lakhs)
RBZ Jewellers Limited Radhika Jeweltech Limited Bluestone Jewellery & Lifestyle Limited
For the For the Fiscal Year ended on March 31 For the period For the Fiscal Year ended on March 31 For the For the Fiscal Year ended on March 31
Particulars period ended ended on period ended
on December 2025 2024 2023 December 31, 2025 2024 2023 on December 2025 2024 2023
31, 2025* 2025* 31, 2025*
Revenue from Operations (1) 44,699.66 53,014.85 32,742.93 28,792.78 44,577.76 58,778.71 54,406.49 31,272.85 1,75,357.00 1,77,000.20 1,26,583.90 77,072.60
Growth in Revenue from
- 61.91% 13.72% - - 8.04% 73.97% - - 39.83% 64.24% -
Operations (2) (%)
Gross Profit (3) 11,382.64 9,118.29 5,529.57 5,232.81 10,697.18 11,130.21 9,083.29 5,704.38 74,354.10 67,151.30 51,149.80 24,560.50
Gross Profit Margin (%) (4) 25.46% 17.20% 16.89% 18.17% 24.00% 18.94% 16.70% 18.24% 42.40% 37.94% 40.41% 31.87%
EBITDA (5) 7,071.26 6,429.03 3,847.94 3,776.36 9,279.28 8,922.44 7,009.27 4,082.15 25,596.00 7,588.50 5,304.90 (5,603.30)
EBITDA Margin (6) (%) 15.82% 12.13% 11.75% 13.12% 20.82% 15.18% 12.88% 13.05% 15.17% 4.29% 4.19% (7.27%)
-
Profit After Tax (7) 4,311.65 3885.86 2,161.02 2,243.52 6,725.63 6010.68 4,953.48 2,965.97 -1,044.20 (21,921.40) (14,223.60)
16,724.40
PAT Margin (%) (8) 9.65% 7.33% 6.60% 7.79% 15.09% 10.23% 9.10% 9.48% -0.60% (12.38%) (11.24%) (21.70%)
ROE (9) (%) NA 17.15% 14.38% 27.49% NA 20.46% 20.62% 14.72% NA (34.05%) (94.09%) (18.00%)
ROCE (10) (%) NA 18.61% 13.64% 20.08% NA 24.02% 22.00% 16.49% NA (0.95%) (0.95%) (118.00%)
Net Fixed Asset Turnover (In
NA 19.90 12.70 15.34 NA 54.62 42.87 40.67 NA 9.08 12.10 13.49
Times) (11)
Net Working Capital Days (12) NA 149 223 116 NA 199 176 242 NA (105) (26) (31)
Operating Cash Flows (13) NA (1492.45) (4,821.46) (1,122.74) NA 1656.55 (2,584.88) (2,395.09) NA (66,484.10) (18,116.40) (2,713.50)
Earnings per Share (Basic &
Diluted)
- Basic (14) 10.78 9.70 5.39 7.44 5.70 5.09 4.20 2.52 (0.96) (78.86) (8.36) (92.14)
- Diluted (15) 10.78 9.70 5.39 7.44 5.70 5.09 4.20 2.52 (0.96) (78.86) (78.36) (92.14)
Operating Profit before
Working Capital Changes (16) (₹ NA 6,503.31 3,869.15 3,775.87 NA 8,937.26 7,158.66 4,115.28 NA 12,723.80 8,181.80 (3,005.20)
in Lakhs)
Current Ratio (17) NA 3.15 4.61 2.02 NA 8.30 6.70 7.29 NA 1.24 0.94 0.92
NAV per Equity Share (18) NA 61.26 51.87 30.82 NA 27.34 22.45 18.25 NA 363.96 143.48 (96.88)
Net Worth (19) (₹ in Lakhs) NA 24,504.18 20,749.22 9,246.77 NA 32,265.29 26,490.61 21,537.14 NA 91,334.40 37,417.20 (7,182.60)
Return on Net Worth (20) (%) NA 15.83% 10.40% 24.15% NA 18.63% 18.70% 13.79% NA (24.00%) (38.01%) 232.85%
*Not Annualized
Notes:
(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements.
(2) Growth in Revenue from Operations (%) is calculated as a percentage of Revenue from Operations of the relevant year/period minus Revenue from Operations of the preceding year/period, divided by Revenue from Operations of the preceding year/period.
(3) Gross Profit is calculated as Revenue from Operations less Cost of Goods Sold, Changes in inventories of finished goods, work-in-progress and stock-in-trade and Purchases of stock-in-trade.
(4) Gross Profit Margin (%) is calculated as Gross Profit divided by Revenue from Operations.
(5) EBITDA is calculated as restated profit for the year/period plus tax expenses (consisting of current tax and deferred tax), finance costs and depreciation and amortisation expenses, less other income.
(6) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations.
(7) Profit After Tax Means restated profit for the year/period as appearing in the Restated Financial Statements.
(8) PAT Margin (%) is calculated as Profit for the year/period as a percentage of Revenue from Operations.
Page 138 of 465(9) RoE (Return on Equity) (%) is calculated as restated profit for the year/period attributable to the parent divided by Average Shareholder Equity attributable to the parent.
(10) RoCE (Return on Capital Employed) (%) is calculated as earnings before interest and taxes divided by capital employed.
(11) Net Fixed Asset Turnover is calculated as revenue from operations divided by Total Fixed Assets which consists of property, plant and equipment, capital work-in-progress and right-of-use asset.
(12) Net Working Capital Days is calculated as working capital divided by revenue from operations multiplied by number of days in a year/period which is taken as 365 days for the completed year/period.
(13) Operating cash flows means net cash generated from operating activities as mentioned in the Restated Financial Information.
(14) Earnings per Share (Basic) is calculated as defined in Ind As-33 issued by ICAI.
(15) Earnings per Share (Diluted) is calculated as defined in Ind As-33 issued by ICAI.
(16) Operating Profit before Working Capital Changes means cash generated before change of working capital adjustments.
(17) Current Ratio is calculated as current assets minus current liabilities.
(18) NAV per Equity Share is calculated as Equity attributable to equity holders of the divided by weighted average number of shares outstanding at the end of year/period.
(19) Net Worth means Equity attributable to equity holders of the as mentioned in the Restated Financial Statements.
(20) Return on Net Worth is calculated as restated profit for the year/period attributable to the parent divided by net worth.
Page 139 of 465WEIGHTED AVERAGE COST OF ACQUISITION:
a) The price per share of our Company is based on the primary/ new issue of shares (equity / convertible
securities).
The details of issuance of Equity Shares or any convertible securities, during the 18 months preceding
the date of this Red Herring Prospectus, where such issuance is equal to or more than 5% of the fully
diluted equity paid up share capital of the Company (calculated based on the pre-issue capital before
such transaction(s) and excluding Bonus Issue and employee stock options), in a single transaction or
multiple transactions combined together over a span of rolling 30 days is as follows:
Date of Number of Total
S. Nature of Issue Price
Name of Allottees Allotment of Equity Shares Nature of Allotment Consideration
No. Consideration (in ₹)
Equity Shares Allotted (in ₹)
1 RVCF India Growth Fund IV 13.05.2026 2,40,000 Private Placement Cash 125/- 3,00,00,000
2 Ankita Jain 13.05.2026 60,000 Private Placement Cash 125/- 75,00,000
3 Akshit Aggarwal 13.05.2026 48,000 Private Placement Cash 125/- 60,00,000
4 Alka Bhandari 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
5 Apoorv Agarwal 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
6 Apratim Kumar Yadav 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
7 Coalsale Company Limited 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
8 Deen Dayal Malpani 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
9 Devraj Soni 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
10 Diksha Agarwal 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
11 Indira Capital Advisors 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
12 Jahnavi Aggarwal 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
13 Kavita Ladha 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
14 Lokesh Goyal 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
15 Madhur Bhandari 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
16 Madhushree Kejriwal 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
17 Manish Aggarwal 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
18 Manish Gupta 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
19 Manju Anil Tosniwal 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
20 Manoj Agarwal 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
21 Manoj Soni 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
22 Nitin Agarwal 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
23 Nupur Lohia 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
24 Radhika Goyal 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
25 Raghav Maheshwari 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
26 Rajeev Agarwal 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
27 Rajesh Rathi 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
28 Rohit Gangwal 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
29 Shraddha Bilya 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
30 Sneh Lata Malpani 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
31 Vardan Signature Growth
13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
Fund
32 Vikas Chand Jain 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
33 Vikas Jain 13.05.2026 40,000 Private Placement Cash 125/- 50,00,000
34 Shreya Chetan Doshi 13.05.2026 32,000 Private Placement Cash 125/- 40,00,000
35 Anshul Golecha 13.05.2026 20,000 Private Placement Cash 125/- 25,00,000
36 Deepankar Jain 13.05.2026 20,000 Private Placement Cash 125/- 25,00,000
37 Dilip Hirji Haria 13.05.2026 20,000 Private Placement Cash 125/- 25,00,000
38 Kanu Maheshwari 13.05.2026 20,000 Private Placement Cash 125/- 25,00,000
39 Marudhar Ventures LLP 13.05.2026 20,000 Private Placement Cash 125/- 25,00,000
40 Nishant Chhabra 13.05.2026 20,000 Private Placement Cash 125/- 25,00,000
41 Prateek Pitliya HUF 13.05.2026 20,000 Private Placement Cash 125/- 25,00,000
42 Prateek Sharma 13.05.2026 20,000 Private Placement Cash 125/- 25,00,000
43 Radha Govind Soni 13.05.2026 20,000 Private Placement Cash 125/- 25,00,000
44 Vasudha Manihar 13.05.2026 20,000 Private Placement Cash 125/- 25,00,000
45 Anubhav Garg 13.05.2026 12,000 Private Placement Cash 125/- 15,00,000
46 Jashh Sanjay Lohia 13.05.2026 12,000 Private Placement Cash 125/- 15,00,000
47 Jitendra Agrawal 13.05.2026 12,000 Private Placement Cash 125/- 15,00,000
48 Naresh Kumar Karwa 13.05.2026 8,000 Private Placement Cash 125/- 10,00,000
49 Shiv Ratan Maheshwari 13.05.2026 8,000 Private Placement Cash 125/- 10,00,000
Total 18,32,000 22,90,00,000
Weighted average cost of acquisition (WACA) 125.00
Page 140 of 465b) The price per share of our Company is based on the secondary sale / acquisition of shares (equity /
convertible securities).
There have been no secondary sale / acquisitions of Equity Shares or any convertible securities,
where the promoters, members of the promoter group, selling shareholders, or shareholder(s)
having the right to nominate director(s) in the board of directors of the Company are a party to the
transaction (excluding gifts), during the 18 months preceding the date of Red Herring Prospectus,
where either acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital
of the Company (calculated based on the pre-issue capital before such transaction(s) and excluding
Bonus Issue and employee stock options), in a single transaction or multiple transactions combined
together over a span of rolling 30 days.
c) Since there are no such transactions to report to (b), therefore, information based on last 5 secondary
transactions (secondary transactions where Promoter / Promoter Group entities or Selling
Shareholder or shareholder(s) having the right to nominate director(s) in the Board of our Company,
are a party to the transaction), not older than 3 years prior to the date of this Red Herring Prospectus
irrespective of the size of transactions, is as below:
Secondary acquisition:
Except as disclosed below, there have been no secondary transactions by the Promoters, members of the
Promoter Group, Selling Shareholder, or shareholder(s) having the right to nominate director(s) in the
Board of Directors of our Company are a party to the transaction, in the last three years preceding the
date of this Red Herring Prospectus:
Face Value Price per Total
Date of Name of No. of Nature Nature of
Name of Transferee of Securities Security Consideration
Transfer Transferor Securities of Transaction Consideration
(₹) (₹) (in ₹)
Acquisition of
March 31, Abhishek Other than
Krishna Vardhan Gilara 2,500 10/- NIL shares by way of NIL
2025 Gilara Cash
gift
April 09, Transfer of shares Other than
Vipul Gilara Swati Gilara (10) 10/- NIL NIL
2025 by way of gift Cash
April 09, Prateek Transfer of shares Other than
Rachna Gilara (10) 10/- NIL NIL
2025 Gilara by way of gift Cash
April 09, Transfer of shares Other than
Nitin Gilara Kiran Gilara (10) 10/- NIL NIL
2025 by way of gift Cash
Krishna
March 28, Transfer of shares Other than
Vardhan Abhishek Gilara (77,78,430) 10/- Nil NIL
2026 by way of gift Cash
Gilara
March 28, Abhishek Transfer of shares Other than
Vipul Gilara 77,78,430 10/- Nil NIL
2026 Gilara by way of gift Cash
Total 2,470 NIL
Weighted average cost of acquisition (WACA) Nil
d) Weighted average cost of acquisition, floor price and cap price:
Weighted average cost
Floor price* Cap price*
Types of transactions of acquisition (₹ per
(i.e.₹ [•]) (i.e.₹ [•])
Equity Share)
Weighted average cost of acquisition for last 18 months for primary / new
issue of shares (equity / convertible securities), excluding shares issued
under an employee stock option plan/employee stock option scheme and
issuance of bonus shares, during the 18 months preceding the date of
filing of this Red Herring Prospectus, where such issuance is equal to or
125.00 [•] times [•] times
more than five per cent of the fully diluted paid-up share capital of our
Company (calculated based on the Pre-Issue capital before such
transaction/s and excluding employee stock options), in a single
transaction or multiple transactions combined together over a span of
rolling 30 days
Weighted average cost of acquisition for last 18 months for secondary
NA^ [•] times [•] times
sale / acquisition of shares equity / convertible securities), where
Page 141 of 465Weighted average cost
Floor price* Cap price*
Types of transactions of acquisition (₹ per
(i.e.₹ [•]) (i.e.₹ [•])
Equity Share)
promoters / promoter group entities or Selling Shareholder or
shareholder(s) having the right to nominate director(s) in our Board are
a party to the transaction (excluding gifts), during the 18 months
preceding the date of filing of this Red Herring Prospectus, where either
acquisition or sale is equal to or more than 5% of the fully diluted paid-
up share capital of our Company (calculated based on the pre-issue
capital before such transaction(s) and excluding employee stock options
granted but not vested), in a single transaction or multiple transactions
combined together over a span of rolling 30 days
Since there were no primary and secondary transactions of equity shares of our Company during the 18 months preceding
the date of filing of this Red Herring Prospectus, which are equal to or more than 5% of the fully diluted paid-up share capital
of our Company, the information has been disclosed for price per share of our Company based on the last five primary or
secondary transactions where promoters /promoter group entities or Selling Shareholder or shareholder(s) having the right
to nominate director(s) on our Board, are a party to the transaction, not older than three years prior to the date of filing of
this Red Herring Prospectus irrespective of the size of the transaction.
Types of Transactions Weighted average cost of Floor price* Cap price*
acquisition (₹ per equity share) (i.e., ₹ [●]) (i.e., ₹ [●])
- Based on secondary transactions Nil [●] times [●] times
No te:
^ There were no secondary sales / acquisition of shares of shares (equity/ convertible securities) transactions in last 18 months from the date of this Red
Herring Prospectus which are equal to or more than 5% of the fully diluted paid-up share capital of our Company.
* To be updated at Prospectus stage
Explanation for Cap Price being [•] times of weighted average cost of acquisition of primary issuance
price / secondary transaction price of Equity Shares along with our Company’s key performance
indicators and financial ratios for the period ended on December 31, 2025 and for the Fiscal Years 2025,
2024 and 2023.
[●]*
*To be included on finalisation of Price Band
Page 142 of 465STATEMENT OF SPECIAL TAX BENEFITS
To,
The Board of Directors
M/s Advit Jewels Limited
(Formerly Known as Advit Jewels Private Limited)
Flat No. 301, Pearl Premier, Plot No. 4,
Jamna Lal Bajaj Marg, C-Scheme,
Jaipur, Rajasthan, India -302001
Dear Sir(s):
Sub.: Statement of Special Tax Benefits (‘the statement’) available M/s Advit Jewels Limited (Formerly
Known as Advit Jewels Private Limited) (the “Company”), the shareholders of the Company prepared
to comply with the requirements of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended (the ‘SEBI ICDR Regulations’).
1. We, Keyur Shah & Associates, Chartered Accountants, the Statutory Auditors of the Company, here by
report that the Enclosed Statement and its Annexure A is in connection with (i) the special tax benefits
available to (i) the Company and, (ii) to the shareholders of the Company, under applicable tax laws
presently in force in India including the Income Act, 1961 (Act), the Central Goods and Services Tax
Act, 2017, the Integrated Goods and Services Tax Act, 2017 and the applicable states’ Goods and
Services Tax Act, the Finance Act, 2021, the Foreign Trade Policy and Handbook of Procedures, Customs
Act, 1962, State Industrial Incentive Policies and rules made under any of the aforementioned
legislations.
Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions
prescribed under the relevant statutory provisions. Hence, the ability of the Company or its
shareholders to derive the special tax benefits is dependent upon fulfilling such conditions, which is
based on business imperatives the Company faces in the future, the Company may or may not choose,
or be able, to fulfil.
2. The benefits discussed in the enclosed Annexure A cover only special tax benefits available to the
Company, its shareholders and do not cover any general tax benefits available to the Company.
Further, the benefits discussed in the enclosed statement are neither exhaustive nor conclusive. This
statement is only intended to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of the tax
consequences and changing tax laws, each investor is advised to consult his or her own tax consultant
with respect to the specific tax implications arising out of their participation in the Issue. We are
neither suggesting nor are we advising the investors to invest or not to invest money based on this
statement.
3. We do not express any opinion or provide any assurance as to whether:
a. The Company, its shareholders will continue to obtain these benefits in the future; or
b. The conditions prescribed for availing of the benefits have been/would be met with.
4. The contents of the enclosed statement are based on information, explanations and representations
obtained from the Company and based on our understanding of the business activities and operations
of the Company. We undertake to update you of any change in the above-mentioned disclosures until
the Equity Shares allotted, pursuant to the Issue, are listed and commence trading on the Stock
Exchanges. In the absence of any such communication from us, the above information should be
considered as an updated information until the Equity Shares commence trading on the Stock
Exchanges, pursuant to the Issue.
Page 143 of 4655. This certificate is for information and for inclusion, in part or in full, in, the Red Herring Prospectus,
Red Herring Prospectus (RHP) and the Prospectus to be filed in relation to the Issue (“collectively the
“Issue Documents”) or any other Issue-related material, and may be relied upon by the Company, the
Book Running Lead Manager and the legal advisor to the Company. We hereby consent to the
submission and disclosure of this certificate as may be necessary to the SEBI, the ROC, the Stock
Exchanges and any other regulatory or judicial authorities and, or, for any other litigation purposes
and, or, for the records to be maintained by the Book Running Lead Manager, in accordance with
applicable law.
Enclosed: Statement of special tax benefits Annexure A.
Yours sincerely,
For Keyur Shah and Associates
F.R. No: 333288W
Chartered Accountants
Keyur Shah
Partner
Membership No: 153774
UDIN: 26153774VWTLVT2828
Place: Ahmedabad
Date: May 05, 2026
Page 144 of 465Annexure A
STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND THE SHAREHOLDERS OF THE
COMPANY, ITS MATERIAL SUBSIDIARIES UNDER THE DIRECT AND INDIRECT TAX LAWS IN INDIA.
I. SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY UNDER DIRECT TAXATION
At present, the company is not entitled to any special tax benefits under the Act.
Special direct tax benefits available to the Shareholders
There are no special direct tax benefits available to shareholders.
II. TAX BENEFITS AVAILABLE TO THE COMPANY UNDER INDIRECT TAXES
At present, the company is not entitled to any special tax benefits under the Act.
Special indirect tax benefits available to the Shareholders
The Shareholders of the Company are not entitled to any special tax benefits under the Act
Notes:
1. There are no other special direct and indirect tax benefits that are available to the Company presently.
2. The above Statement sets out the provisions of law in a summary manner only and is not a complete
analysis or listing of all potential tax consequences of the purchase, ownership and disposal of shares.
3. For direct tax benefits, this Annexure sets out only the special tax benefits available to the Company,
the shareholders under the current Income-tax Act, 1961 i.e., the Act as amended by the Finance Act,
2025 applicable for the Fiscal Year 2025-26 relevant to the Assessment Year 2026-27, presently in force
in India.
4. This Annexure is intended only to provide general information to the investors and is neither designed
nor intended to be a substitute for professional tax advice. In view of the individual nature of tax
consequences, each investor is advised to consult his/her own tax advisor with respect to specific tax
arising out of their participation in the Issue.
5. Our views expressed in this statement are based on the facts and assumptions as indicated in the
statement. No assurance is provided that the revenue authorities/courts will concur with the views
expressed herein. Our views are based on the existing provisions of law and its interpretation, which
are subject to changes from time to time. We do not assume responsibility to update the views
consequent to such changes.
Page 145 of 465SECTION V - ABOUT OUR COMPANY
INDUSTRY OVERVIEW
The information contained in this section is derived from a report titled “Report on Gems and Jewellery
Sector in India” dated May 14, 2026 (“D&B Report”) prepared by Dun and Bradstreet Information
Services India Private Limited (“D&B”), and exclusively commissioned and paid by our Company only for
the purposes of the Issue and is available at https://rambhajo.com/investor-relations/#ipo. Industry
sources and publications generally state that the information contained therein has been obtained from
sources generally believed to be reliable, but their accuracy, completeness and underlying assumptions
are not guaranteed, and their reliability cannot be assured. Industry publications are also prepared based
on information as at specific dates and may no longer be current or reflect current trends. Accordingly,
investment decisions should not be based on such information. Forecasts, estimates, predictions, and other
forward-looking statements contained in the D&B Report are inherently uncertain because of changes in
factors underlying their assumptions, or events or combinations of events that cannot be reasonably
foreseen. Actual results and future events could differ materially from such forecasts, estimates,
predictions, or such statements. In making any decision regarding the transaction, the recipient should
conduct its own investigation and analysis of all facts and information contained in the prospectus and the
recipient must rely on its own examination and the terms of the transaction, as and when discussed. See
“Certain Conventions, Presentation of Financial, Industry and Market Data and Currency of
Presentation” beginning on page 20.
INDIAN MACROECONOMIC ANALYSIS
India’s economic growth outlook for 2025 has been revised upward by 1.0 percentage point from the
October estimate to 7.6%, supported by stronger-than-expected performance in the second and third
quarters of the fiscal year and sustained momentum in the fourth quarter. For 2026, the growth projection
has been moderately increased by 0.3 percentage point (including a 0.1 percentage point upward revision
from January) to 6.5%, primarily driven by the carryover effect of the strong 2025 performance and the
reduction in additional U.S. tariffs on Indian goods from 50% to 10%, which more than offsets the adverse
impact of the Middle East conflict. Growth is expected to remain steady at 6.5% in 2027. Across several
South and Southeast Asian economies, disruptions linked to the Middle East conflict are anticipated to
reduce tourism activity and remittance inflows, thereby weakening domestic demand and moderating
overall economic performance.
Country CY 2020 CY 2021 CY 2022 CY 2023 CY 2024 CY 2025 P CY 2026 P CY 2027 P CY 2028P
India –5.8% 9.7% 7.6% 9.2% 6.5% 7.6% 6.5% 6.5% 6.5%
China 2.3% 8.6% 3.1% 5.4% 5.0% 5.0% 4.4% 4.0% 4.0%
United States -2.2% 6.1% 2.5% 2.9% 2.8% 2.1% 2.3% 2.1% 2.1%
Japan -4.2% 2.7% 0.9% 1.4% -0.2% 1.2% 0.7% 0.6% 0.6%
United Kingdom -10.3% 8.6% 4.8% 0.4% 1.1% 1.3% 0.8% 1.3% 1.6%
Russia -2.7% 5.9% -1.4% 4.1% 4.3% 1.0% 1.1% 1.1% 1.0%
Germany -4.1% 3.9% 1.8% -0.9% -0.5% 0.2% 0.8% 1.2% 1.2%
Source: World Economic Outlook, April 2026
HISTORICAL GDP AND GVA GROWTH TREND
India Real GDP (GDP at constant prices) for FY 2025–26 is estimated to reach INR 322.58 lakh crore,
compared to the First Revised Estimate (FRE) of INR 299.89 lakh crore for FY 2024–25. This represents a
growth rate of 7.6% in 2025–26, higher than the 7.1% growth recorded in 2024–25.
Similarly, Real GVA for FY 2025–26 is projected at INR 294.40 lakh crore, up from INR 273.36 lakh crore in
FY 2024–25. This indicates a growth rate of 7.7%, compared with the 7.3% growth achieved in the previous
year.
Page 146 of 465Source: Ministry of Statistics & Programme Implementation (MOSPI), National Account Statistics: FY2025.
FRE is First Revised Estimate, SAE is Second Advance Estimate
SECTORAL CONTRIBUTION TO GVA AND ANNUAL GROWTH TREND
Source: Ministry of Statistics & Programme Implementation (MOSPI), CMIE Economics Outlook
FRE is First Revised Estimate, SAE is Second Advance Estimate
Sectoral analysis of GVA reveals that the industrial sector experienced steady growth momentum in FY
2026, recording a 7.7% y-o-y growth against 7.3% year-on-year growth in FY 2025. Within the industrial
sector, growth moderated across sub-sector with mining, and construction activities growing by 4.08%,
and 7.08% respectively in FY 2026, compared to 11.69%, and 7.30% in FY 2025. Growth in the utilities
sector too moderated to 1.52% in FY 2026 from 2.87% in the previous year. The industrial sector’s
contribution to GVA increased marginally from 29.4% in FY 2025 to 29.7% in FY 2026.
The services sector continued to be the main driver of economic growth. It expanded by 9.0% in FY 2026
from 7.9% in FY 2025. The services sector retained its position as the largest contributor to GVA, rising
from 51.7% in FY 2024 to 52% in FY 2025, with a further increase to 52.6% in FY 2026.
The agriculture sector saw an acceleration in growth, increasing from 2.66% in FY 2024 to 4.18% in FY
2025, before moderating to 2.42% in FY 2026. However, its contribution to GVA declined marginally from
19.2% in FY 2024 to 17.7% in FY 2026. Overall, Gross Value Added (GVA) growth rose to 7.7% in FY 2026
from 7.3% in FY 2025.
ANNUAL AND MONTHLY IIP GROWTH
Industrial sector performance as measured by the IIP index exhibited moderation in FY 2025, recording a
4.02% y-o-y growth against 5.92% increase in the previous year. The manufacturing index showed
moderation, increasing by 4.08% in FY 2025 compared with 5.54% in FY 2024. The mining sector index
also moderated, growing 3.03% in FY 2025 compared with 7.51% in the previous year, while the Electricity
sector index moderated by 5.19% in FY 2025 compared with 7.07% in the previous year.
Page 147 of 465
F
51.7%
29.1%
19.2%
Y 2024
7 .2 %
F
A
G r o w
7 .2 %
Y 2 0 2 4
S e cto ra l C o n trib u tio
52.0%
29.4%
18.6%
F Y 2025 F R E
Ing dri u sc tu rlt yure
n
t h T r
to G V A
S ervices
e n d
F Y
( C o
7 .1 %
F Y
G
52.6%
29.7%
17.7%
2026 S A
n
2
D
E
s
0
P
t
2
a
5
n
F
t 2
7 .3
R E
G V
0
%
A
2
2
2
.6
- 2 3 P r
1 0 .9 %
7 .0 %
7 .2 %
%
F Y 2 0 2 4
A g ricu
i c e s )
7 .7 %
7 .6 %
F Y 2 0 2 6 S A E
S e c to r a l G V A G ro w th(a
t c o n sta n t p r ic e s 2 0 2 2 -2 3 )
8 .3 % 7 .9 %
7 .3 %
4 .2 %
F Y 2 0 2 5 F R E
I Sn ed ru vis ctrl et syu re
2 .4 %
F Y
9 .0 %8 .8 %
7 .7 %
2 0 2 6 S A E
G V AMonthly IIP Change on Y-O-Y Basis
8.0
7.2
5.2
5.2
4.6 4.8
3.9 4.3 4.1
2.7
2.6
1.9
1.5
0.5
Sector-wise Monthly IIP Change on Y-O-Y Basis
Mining Manufacturing Electricity
3.8 8.5 8.4
5.8 6 6.6 5.6 5.8 6.9 4.8 6.0
4.4 2.8 4.0 3.1 3.2 3.7 4.3 3.1
1.6 1.2 2.0
2.4 3.6 7.5 1.7 3.7 4.1 3.1 6.3 5.1 2.3
-0.2 -0.1-4.7 -1.2 -0.4 -6.9 -1.5
-1.8
-7.2
-8.7
Source: Ministry of Statistics & Programme Implementation (MOSPI)
The IIP growth rate for the month of February 2026 is 5.2 percent which was 4.8 percent (Quick Estimate)
in the month of January 2026. The growth rates of the three sectors, Mining, Manufacturing and Electricity
for the month of February 2026 are 3.1 percent, 6.0 percent and 2.3 percent respectively.
ANNUAL AND QUARTERLY: INVESTMENT AND CONSUMPTION SCENARIO
Other major indicators, such as Gross Fixed Capital Formation (GFCF), a measure of investment, increased
during FY 2026, registering 7.08% year-on-year growth compared with 6.41% in FY 2025, bringing the
GFCF-to-GDP ratio to 32.17%.
Page 148 of 465Source: Ministry of Statistics & Programme Implementation (MOSPI)
On a quarterly basis, India’s capital investment indicators display a pattern of moderate but uneven
momentum. The Investment to GDP ratio remained above 30% throughout the period but shifted within
a narrow and cyclical band—rising from 33.0% in Q1 FY 2024 25 to 34.7% in Q2, before softening to 31.0%
and 31.1% in Q3 and Q4, respectively. The ratio recovered to 32.7% in Q1 FY 2025 26 and 34.7% in Q2,
before easing to 30.7% in Q3, indicating fluctuating capital deployment across quarters. Meanwhile, GFCF
(y o y) growth also exhibited volatility. After rising to 8.8% in Q2 FY 2024 25, growth moderated to 6.2%
in Q3 and 6.1% in Q4, reflecting a deceleration in both government and private investment activity.
Growth improved marginally to 6.5% in Q1 FY 2025 26 and 6.6% in Q2, but eased to 6.3% in Q3, signalling
a plateauing in investment momentum. Overall, the data suggests that while investment levels remain
healthy, quarterly volatility persists, underscoring the dependence on fiscal spending patterns and the
still gradual recovery of private capital expenditure.
Private Consumption Scenario
Page 149 of 465
3 3 .0 %
8 .0 %
52-4202-1Q
3 2 .3 7 %
7 .2 5 %
F Y 2 0 2
3 4 .7 %
8 .8 %
52-4202-2Q
4
G
C a p it a l In v
G F C F (y -o -y c h a n
Q u a r t e r ly C
3 1 .0 %
F C F (y -o -y )
6 .2 %
52-4202-3Q
e s t m e n t T
3 2 .3 8 %
6 .4 1 %
F Y 2 0 2 5
g e )
a p it a l In v e
3 1 .1 %
6 .1 %
52-4202-4Q
r e
In
s t m
n d In In d ia
v e s tm e n t a s %
e n t T r e n d in3
2 .7 %
In v e stm e n t T o
6 .5 %
62-5202-1Q
o f G
In d
G D P
D
ia
R
P
a
3 4 .7 %
tio
6 .6 %
62-5202-2Q
3 2 .1
7 .0
F Y 2
7
8
0
%
%
2 6
3 0 .7 %
6 .3 %
62-5202-3QSources: MOSPI, CMIE Economics Outlook
Private Final Consumption Expenditure (PFCE), a practical proxy for household spending, recorded growth
in FY 2026 relative to FY 2025. Quarterly Private Final Consumption Expenditure (PFCE) has reported 6.0%
growth rate during Q3 of FY 2025-26 as compared to the 5.6% growth rate in the corresponding period of
the previous financial year.
INFLATION SCENARIO
The annual rate of inflation based on All India Wholesale Price Index (WPI) number is 3.88% (provisional)
for the month of March 2026 (over March 2025). Positive rate of inflation in March 2026 is primarily due
to increase in prices of crude petroleum & natural gas, other manufacturing, non-food articles,
manufacture of basic metals and food articles etc.
Primary Articles (Weight 22.62%): - The index for this major group increased by 2.28 % from 192.9
(provisional) for the month of February, 2026 to 197.3 (provisional) in March, 2026. The Price of crude
petroleum & natural gas (36.16 %) and minerals (0.12%) increased in March, 2026 as compared to
February, 2026. The Price of food articles (- 0.85%) and non- food articles (-0.22 %) decreased in March,
2026 as compared to February, 2026.
Fuel & Power (Weight 13.15%): - The index for this major group increased by 4.13 % from 147.6
(provisional) for the month of February, 2026 to 153.7 (provisional) in March, 2026. The Price of mineral
oils (8.77 %) increased in March, 2026 as compared to February, 2026. The Price of electricity (-5.07%)
decreased in March, 2026 as compared to February, 2026.
Manufactured Products (Weight 64.23%): - The index for this major group increased by 0.88 % from 148.2
(provisional) for the month of February, 2026 to 149.5 (provisional) in March, 2026. Out of the 22 NIC
two-digit groups for manufactured products, 16 groups witnessed an increase in prices and 6 groups
witnessed a decrease in prices. Some of the important groups that showed month-over-month increase
in prices were manufacture of food products; chemicals and chemical products; basic metals; textiles and
other manufacturing etc. some of the groups that witnessed a decrease in prices were manufacture of
machinery and equipment; beverages; fabricated metal products, except machinery and equipment;
computer, electronic and optical products and wearing apparel etc. in march, 2026 as compared to
February, 2026.
Page 150 of 465
6 .4
52-4202-1Q
%
F
5
Y
P r iv a
.7 8 %
2 0 2 4
Q u a
5 .3 %
52-4202-2Q
te C
r t e r
o n s
ly P
u
r
m
iv
p
a
tio n
t e C
5 .4 %
52-4202-3Q
T
o
r e
n
n d in
s u m p
In d ia (P F C E G
5 .7 9 %
F Y 2 0 2 5
t io n T r e n d in
6 .0 %
52-4202-4Q
r o
In
w
d
th )
ia , P
6
F C
.1 %
62-5202-1Q
E ( Y - o - Y G r o
5
7 .6 7 %
F Y 2
w t h )
.6 %
62-5202-2Q
0 2 6
6 .0
62-5202-3Q
%Source: MOSPI, Office of Economic Advisor
With effect from January 2026, the National Statistics Office (NSO) introduced a revised CPI series with
base year 2024=100, drawing revised item weights from the Household Consumption Expenditure Survey
(HCES) 2023-24. Year-on-year inflation rate based on All India Consumer Price Index (CPI) with base year
2024 for the month of March, 2026 over March, 2025 is 3.40%(Provisional). Corresponding inflation rates
for rural and urban are 3.63% and 3.11%, respectively. On the monetary policy front, the RBI had
cumulatively raised the repo rate by 250 basis points between May 2022 and February 2023, bringing it
to 6.50%, where it was held steady through January 2025 to anchor inflationary expectations. With
inflation moderating below target and growth requiring support, the RBI's Monetary Policy Committee
(MPC) commenced an easing cycle in February 2025, delivering a cumulative 125 basis points of rate cuts
through four reductions — 25 bps each in February 2025, April 2025, and December 2025, and a larger 50
bps cut in June 2025 — interspersed with pauses in August and October 2025. The repo rate currently
stands at 5.25%, following the MPC's decision to hold rates unchanged at its April 2026 meeting.
Source: CMIE Economic Outlook
GROWTH OUTLOOK
The Union Budget 2026–27 sets out a quantitatively strong push to build resilient supply chains and
Page 151 of 465
8
6
4
2 0
-2
-4
-6
-8
.0
.0
.0
.0 .0
.0
.0
.0
.0
0
0
0
0 0
0
0
0
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%
%
%
% %
%
%
%
%
2 .5
Ja n
1 %
-2 5
2 .4 5 %
F e b -2 5
2
2 .2 5 %
M a r-2
Y - o
.7 %
5
-
O
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0 .8 5 %
A p r-2 5
v e ra ll W
G r o w
M o n
0 .1 3 %
M a y -2
P I
t h in
t h
5
M
ly ( Y -o Y ) C h
-0 .1 3 % -0 .5 8 %
Ju n -2 5 Ju l-2 5
F u e l & P o w e r
o n t h ly C o n
a
s
n
u
g e in W P I , ( 2 0 1 1 -1 2 )
0 .9 6 %0 .5 2 % 0 .1 9 % -0 .1 3 %-1 .0 2 %
A u g -2 5 S e p -2 5 O c t-2 5 N o v -2 5 D e c -2 5
P Mri a nm ua fr ay c tA ur rt ei dc le
m e r P r ic e In d ic e s ( B a s e Y e a r 2 0 2
IR U nu r d ir b aa al n
3 .0 %
4
1 .6 8 %
Ja n -2 6
)
3 .1 %
2 .1 3 %
F e b -2 6
3
M
.8 8 %
a r-2 6
Repo Rate %
6.25
6.50
6.00
5.50
5.25 5.25
5.50
5.25
Apr-23 Aug-23 Dec-23 Apr-24 Aug-24 Dec-24 Apr-25 Aug-25 Dec-25 Apr-26develop next generation industrial capacity. The record ₹12.2 trillion capital expenditure outlay is aimed
at easing logistics bottlenecks and enhancing India’s cost competitiveness. Employment measures extend
across both u‑rban and rural India in one sweep. In cities and large towns, capex is channelled into
“connectors” such as the seven proposed high speed rail corridors and upgraded Tier 2 and Tier 3
infrastructure, thereby creating construction, logistics, and service jobs while cutting commute times. In
smaller towns and villages, job creation is expecte‑d to be supported by mega textile parks, ‑the Mahatm‑a
Gandhi Gram Swaraj Initiative’s push for khadi and handloom, training for tourist guides, and new
waterways and coastal shipping. Together, these steps broaden the wage base instead of providing a
short term bump.
This d‑omestic push is complemented by targeted measures to strengthen strategic supply chains.
Dedicated rare earth corridors in Odisha, Kerala, Andhra Pradesh, and Tamil Nadu; customs exemptions
for capital goods used in critical mineral processing and battery cells; and the India Semiconductor Mission
2.0 aim to pull manufacturing deeper into components and materials. If executed well, these measures
could reduce import dependence in magnets, batteries, and chip inputs and lift the share of
higher productivity manufacturing jobs — thereby raising household incomes durably.
Alongs‑ide these domestic measures, India is also seeking to strengthen its external trade architecture
through major trade agreements. The conclusion of the India–EU FTA negotiations mark a major strategic
milestone, as it offers near universal market access for 99.5% of India’s exports by value and integrates
India more deeply into a USD 24 trillion economic bloc. By providing duty free entry for key labour
intensive sectors, expanding services access, and establishing a mobility framework for Indian
professionals, the agreement strengthens India’s export competitiveness, supports high value job
creation, and ensures a predictable, rules based environment for long term trade and investment flows.
In a similar vein, India–Oman Comprehensive Economic Partnership Agreement (CEPA)1F has been
framed as a comprehensive arrangement covering trade in goods and services, investment, professional
mobility, and regulatory cooperation, with the objective of strengthening bilateral economic integration
between India and Oman. Bilateral trade between the two countries stood at USD 10.61 billion in FY 2024–
25, providing the economic basis for the agreement. Under the CEPA, India has secured 100% duty-free
market access in Oman across 98.08% of tariff lines, covering 99.38% of India’s export value, thereby
improving export competitiveness across sectors such as engineering goods, pharmaceuticals, agriculture
and processed food, electronics, textiles, plastics, and gems and jewellery. At the same time, India has
adopted a calibrated liberalisation approach by offering tariff concessions on 77.79% of its tariff lines,
covering 94.81% of imports from Oman by value, while retaining safeguards for sensitive domestic
sectors. The agreement also provides gains in services, with Oman undertaking commitments across 127
services sub-sectors, alongside improved provisions for professional mobility, including an increase in the
Intra-Corporate Transferee ceiling from 20% to 50% and commitments for a defined category of Indian
professionals. Overall, the CEPA is presented as a framework intended to support trade expansion,
improve market access, and strengthen long-term economic cooperation between India and Oman.
However, these gains remain exposed to external geopolitical risks. The escalation of the Middle East crisis
represents an external shock for India, transmitted primarily through energy markets, logistics, and trade-
linked business exposure. The Gulf–Levant 112F (GL 11) economies account for around 15% of India’s
merchandise exports and 21% of its imports, with trade concentrated in high-value categories such as
mineral fuels, precious metals, and electronics; disruptions in this region therefore have an outsized
impact despite its modest share of global GDP.
Export exposure is unevenly distributed across India, with risks concentrated in specific districts that serve
as production hubs. Discretionary exporters, such as gems and jewellery firms in the districts of Surat,
Jaipur, and Mumbai; apparel manufacturers in Tiruppur; automotive producers in Ahmedabad; and
electronics assemblers in Kanchipuram and Kolar, are vulnerable to demand slowdown and order
deferrals in Gulf markets.
Page 152 of 465At the same time, Perishable agricultural exporters, including grapes from Nashik, bananas from Solapur,
and bovine meat from Ghaziabad, face acute risks from shipping delays and logistics disruptions. Dun &
Bradstreet data show that over 4,500 Indian exporters and around 1,800 importers relied on the Strait of
Hormuz trade route in 2025, exposing them to working capital stress, payment delays, and production
interruptions, while, for import-dependent industries, delays in critical inputs raise the risk of temporary
shutdowns and sustained energy price volatility amplifies margin pressure across manufacturing and
services.
Key Growth/Demographic Drivers for Economic Growth
Government focus on infrastructure development
The infrastructure sector has received a strong boost in Budget FY’27, marked by a record INR 12.2 trn
public capital expenditure allocation, reinforcing the government’s focus on making assets more efficient
and sustainable. The introduction of the landmark Infrastructure Risk Guarantee Fund aims to provide
partial credit guarantees to lenders and revitalise private sector participation in large-scale projects. By
lowering project risk premiums and easing borrowing costs, this mechanism is likely to help crowd in
private capital and accelerate construction phase financing across the sector. The transport and logistics
sector, in particular, will buoy infrastructure growth. Railways have received a substantial boost in
allocation, which will help support the planned development of seven new high-speed rail corridors and
a Dankuni Surat DFC4F , which aims to cut logistics costs and improve national connectivity. Moreover,
the rollout of 20 new National Waterways, new ship repair hubs and a scheme to double the share of
coastal and inland water transport from 6.0% to 12.0% by 20475F will together build a greener, more
efficient multimodal freight network. Urban transformation continues through targeted development of
Tier-2 and Tier-3 cities – with populations over 0.5mn – alongside the creation of City Economic Regions,
each supported by multi-year, challenge-based financing to establish new growth hubs and reduce
pressure on metros. A broader ecosystem of reforms strengthens medium-term sector prospects. The
government aims to scale domestic construction and infrastructure equipment manufacturing, reducing
import dependence and improving execution capability in tunnelling, metro construction and road
building machinery. The monetisation of CPSE assets will be accelerated through dedicated REIT6F
structures, helping unlock liquidity for redevelopment and new project pipelines. Additional support flows
through region-specific initiatives, such as industrial corridor expansion, and tourism development in
cultural and Buddhist heritage zones will further reinforce construction demand.
Together, these measures will strengthen India’s infrastructure ecosystem through higher public
investment, improved risk mitigation tools and wider multimodal connectivity – creating a constructive
environment for sustained growth in construction, logistics and urban development.
Union Government's Budgetary Allocation for Capital
Expenditure (in INR Trillion)
12.22
10.96
10.52
9.49
7.4
5.93
4.26
FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 RE FY 2027 BE
Union Budget, Government of India
Note: BE (Budget Estimates) and RE (Revised Estimates)
Page 153 of 465Development of Domestic Manufacturing Capability
The Government launched Production Linked Incentive (PLI) scheme in early 2020, initially aimed at
improving domestic manufacturing capability in large-scale electronic manufacturing and gradually
extended to other sectors. At present it covers 14 sectors, ranging from medical devices to solar PV
modules. The PLI scheme provides incentives to companies on incremental sales of products
manufactured in India. This incentive structure is aimed at attracting private investment into setting up
manufacturing units and thereby strengthen domestic production capabilities. The overall incentives
earmarked for PLI scheme is estimated to be INR 2 trillion. If fully realised, the PLI scheme could add nearly
4% to annual GDP growth, by way of incremental revenue generated from the newly formed
manufacturing units.
Strong Domestic Demand
Domestic demand has traditionally been one of the key drivers of the Indian economy. After a brief lull
caused by Covid-19 pandemic, the domestic demand is recovering. Consumer confidence surveys by the
Reserve Bank and other institutions point to an improvement in consumer confidence index, which is a
precursor of improving demand. India has a strong middle-class segment, which has been the major driver
of domestic demand. Factors like fast paced urbanization and improving income scenario in rural markets
are expected to accelerate domestic demand further. This revival is perfectly captured by the private final
consumption expenditure (PFCE) metric. The PFCE at current prices is on steady rise from FY 2022
onwards. Between FY 2015 and FY 2026, PFCE in India increased by nearly 2.5 times. Its share in GDP also
increased from 58.1% to about 61.5% in FY 2026 (as per the first advance estimates).
Source: Ministry of Statistics & Programme Implementation (MOSPI)
FRE is First Revised Estimate, SAE is Second Advance Estimate
There are two factors driving this domestic demand: first, the large pool of consumers; and second, the
improvement in purchasing power.
• The share of middle class increased from nearly 14% in 2005 to nearly 30% in 2021 and is expected to
cross 60% by 20470F0F0F0F7F . This expanding middle class household segment is fuelling India’s
growth story and would continue to play a key role in propelling India’s economic growth.
• Consumer-driven domestic demand is majorly fuelled by this growth in per capita income. As per
National Statistics Office (NSO), India’s per capita net national income (at constant prices) stood at INR
1,37,813 per person in FY 2026 against INR 1,27,627 per person in FY 2025 and INR 76379 in FY 2018.
This increase in per capita income has impacted the purchasing pattern as well as disposable income.
The Gross National Disposable Income during FY 2023-26 has increased from INR 2,65,66,532 to INR
3,53,13,156.
Page 154 of 465
1
1
1
1
,6
,4
,2
,0
8
6
4
2
0
0
0
0
0
0
0
0
,0
,0
,0
,0
,0
,0
,0
,0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
6 1 .5 %
1 ,0 7 ,9 1
Fiscal 2 0
0
2 3
In d ia 's P e r C a p it a P F C
1 ,1 7 ,3 5 6
6 0 .2 %
Fiscal 2 0 2 4
P er C ap ita P FC
E
E
in IN R
P
a
FC
t c u r r e n t p r ic
6 1 .4 %
1 ,2 7 ,6 2 7
Fiscal 2 0 2 5 FR E
E ( % sh are in G D P )
e s
6 1 .5 %
1 ,3 7 ,8 1 3
Fiscal 2 0 2 6 SA E
6
6
6
6
6
5
2
1
1
0
0
9
.0
.5
.0
.5
.0
.5
%
%
%
%
%
%Per Capita Gross National Disposable Income (in INR)
3,53,13,156
3,24,51,963
2,94,55,128
2,65,66,532
Fiscal 2023 Fiscal 2024 Fiscal 2025 FRE Fiscal 2026 SAE
Source: Ministry of Statistics & Programme Implementation (MOSPI)
FRE is First Revised Estimate, SAE is Second Advance Estimate
India’s per capita GDP trends
India is poised to become the world's third-largest economy with a projected GDP of USD 5 trillion within
the next three years, driven by ongoing reforms. As one of the fastest-growing major economies, India
currently holds the position of the fifth-largest economy globally, following the US, China, Japan, and
Germany. By 2027-28, it is anticipated that India will surpass both Germany and Japan, reaching the third-
largest spot. This growth is bolstered by a surge in foreign investments and a wave of new trade
agreements with India’s burgeoning market of 1.4 billion people. The aviation industry is witnessing
unprecedented orders, global electronics manufacturers are expanding their production capabilities, and
suppliers traditionally concentrated in southern China’s manufacturing hubs are now shifting towards
India.
To achieve its vision of becoming the world’s third-largest economy by 2027-28, India will need to
implement transformative industrial and governmental policies. These policies will be crucial for
sustaining the consistent growth of the nation's per capita GDP over the long term.
Growth in GDP Per Capita; Current Prices, USD (India)
4,420.6
4,047.8
3,699.8
3,369.3
3,074.9
2,812.6
2,592.0 2,675.3
2,434.4
2,181.1 2,280.0
1,862.2
CY 2020 CY 2021 CY 2022 CY 2023 CY 2024 CY 2025F CY 2026F CY 2027F CY 2028F CY 2029F CY 2030F CY 2030F
Source: IMF
From CY 2024 to CY 2031, India’s per capita GDP is projected to grow at a compound annual growth rate
of 7.9%. This growth will be driven by the service sector, which now accounts for over 50% of India's GDP,
marking a significant shift from agriculture to services.
Increasing Urbanization
As per the Handbook of Urban Statistics 2022, India’s urban population has been on a steady rise. Urban
dwellers accounted for over 469 million in 2021 and are projected to rise to over 558 million by 2031 and
further exceed 600 million by 2036.
Page 155 of 465Source: World Bank1 D&B Research and Estimates
The share of urban population in total population has been quickly escalating. In 2019, 33.81% of the total
population was urban. By 2025, it had reached 35.9%, showing an increase over a span of five years of
about 2.10%. The share of urban population is further forecasted to cross 38.6% by 2030. This increase in
urban population is set to demand drastic changes in infrastructure development. Cities are a major driver
for the construction industry. With cities expanding rapidly, there will be an increased need for improved
housing, water supply, sewage systems, and electricity. Urban planning will need to account for higher
population densities, necessitating the development of smart cities with integrated technology for
efficient management of resources and services. The Smart Cities Mission targeted at 100 cities is aimed
at improving the quality of life through modernised, technology-driven urban planning. This
transformation will also require significant investment in public health, education, and recreational
facilities to enhance the quality of urban living. The surge in urban population will also propel demand for
improvement in multimodal transport infrastructure for freight and passenger travel requirements.
Rural Vs Urban Working Population Age Group
As India continues to experience economic growth and development, the working population in both rural
and urban areas is increasing. In the case of the urban population, this growth is reflected in the increase
from a share of 47% in FY22 to 49.7% in FY25, whereas in rural areas, it grew from 56.9% in FY22 to 61.2%
in FY25.
This growth is driven by a combination of factors, including demographic changes, economic policies, and
the expansion of various industries. The rise in employment opportunities across sectors such as
agriculture, manufacturing, services, and information technology has contributed to the overall increase
in the working population, thereby fostering economic stability and enhancing the standard of living for
many Indians.
Page 156 of 465
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In urban areas, the working population is growing rapidly due to the proliferation of jobs in sectors like IT,
finance, retail, and healthcare. Additionally, the development of infrastructure, such as improved
transportation networks and housing, has made urban centers more accessible and desirable for the
working population. In rural areas, the working population remains substantial, primarily due to the
dominance of the agricultural sector. Government initiatives aimed at rural development, such as
improved access to education and skill development programs, have also played a crucial role in
enhancing employment prospects in these regions.
The dominance of the rural working population over its urban counterpart can be attributed to the labour-
intensive nature of the agricultural sector, which ensures a consistent demand for human labor despite
advancements in mechanization, sustaining employment rates in rural areas.
Foreign Direct Investment Trend in India
FDI inflows in India observed a steady increase from FY 2013 to FY 2022 while it witnessed a decline of
15% in FY 2023 and a decline of 0.1% in FY 2024 due to several factors, including the ongoing conflict
between Russia and Ukraine, changes in US monetary policy, and other global uncertainties. However,
the country has received substantial FDI inflows from April 2000 to December 2024. This increasing FDI
can be attributed to the new investment facilitation measures like the National Single-Window System
(NSWS), which streamlines the approval and clearance process for investors, entrepreneurs, and
businesses, along with sectoral measures and PLI schemes, supporting growth prospects in tier-2 and tier-
3 cities. Further, tax compliance for startups and foreign investors has been simplified, with the Income
Tax Act, 1961 has been amended in 2024 to abolish angel tax and to reduce income tax rate chargeable
on income of a foreign company.
Source: Department for Promotion of Industry and Internal Trade
Page 157 of 465
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FDI Inflow in India (USD million)
81,973 84,835 80,615
74,391 71,355 71,279 73,314
60,220 60,974 62,001
55,559
46,556 45,148
34,847 34,298 36,046Indian Gems & Jewellery Sector
Overview
India’s gems and Jewellery (G&J) sector is truly distinctive in its meld of rich cultural heritage, artisanal
craftsmanship, and economic significance. Officially, it contributes around 7% of India’s GDP and supports
a workforce of over 4.5 million skilled and semi-skilled workers, according to the Government of India.
This deep social and economic footprint reflects the sector’s role in sustaining livelihoods across
manufacturing hubs and rural artisanship alike.
Known globally for its design excellence and variety, the sector encompasses a broad export portfolio,
including polished diamonds, gold and silver Jewellery, colored gemstones, medallions, and coins. India
processes approximately 75% of the world’s polished diamonds, as recognized by government bodies such
as the Gem & Jewellery Export Promotion Council (GJEPC) under the Ministry of Commerce. This
dominance reflects the country’s unique value chain strengths from sourcing raw stones to high-value
refinement and design.
Despite global acclaim, the G&J sector faces structural and external challenges. Volatile global demand,
fluctuating precious-metal prices, and stringent regulations around sourcing transparency with increased
policy oversight, test firms’ resilience. Procuring reliable raw material sources remains a persistent
concern, made more complex by reliance on imports of gold and rough diamonds.
Government policy interventions have been critical in supporting competitiveness and modernization.
The GJEPC, set up under India’s Ministry of Commerce in 1966, operates with a membership of thousands
of exports firms and facilitates export strategy, skill development, and institutional infrastructure like
Common Facility Centers in key hubs (e.g., Surat and Mumbai). These measures aim to help transform a
predominantly MSME-driven, fragmented value chain into a more organized and export-ready sector.
In summary, India’s gems and Jewellery industry remains globally respected for its craftsmanship,
diversified output, and export orientation. While adapting to tightening regulations and shifting global
demand patterns, it continues to benefit from government-led interventions aimed at skill building,
infrastructure development, and policy facilitation ensuring the industry retains its competitive edge in
an ever-evolving global market.
Key Segments
• Gold Jewelry: Gold has been long associated with Indians as a form of investments, a gift and wealth.
There has been value created for ancestral gold, gifting gold and buying gold for festive occasions.
This value created and instilled in many families and generations is a major driver of gold jewellery
purchases. India ranks third globally in gold jewellery exports, with shipments worth USD11.10 billion,
representing about 9.1% of world exports. Despite intense competition from other leading exporters,
India maintains a strong presence in this segment, supported by its traditional craftsmanship, wide
product variety, and robust demand from markets like the Middle East, the US, and Europe. Gold
loans are another strong reason for investing in gold ornaments. The ability to pawn the wealth and
bank upon and as a source of recovery from debt and financial troubles, gold is sought after though
its prices are soaring high.
• Cut & Polished Diamonds: Diamonds are considered most luxurious gemstones, but however as an
investment it is not most sought after, it is usually preferred to be chosen for a ring or a necklace and
bracelet. It is often considered a sign of an elite or affluence. India holds the leading position
worldwide, ranking first with exports valued at USD13.70 billion, which accounts for 25% of global
exports. This dominance is attributed to India’s well established diamond cutting and polishing
industry, particularly in Surat, backed by skilled labour, advanced technology, and supportive
government policies. This segment continues to be the backbone of India’s gems and jewellery export
basket.
Page 158 of 465• Silver Jewelry: Due to the surge in the gold prices and rate going up to INR 10000 and above for 1gm
of 22 karat gold, the alternative chosen by most Indians is Silver. Silver is now looked up to as an
alternate investment to gold as its price is also increasing but affordable to invest compared to gold.
Also, Silver jewellery trend is doing well with the customers who can afford silver ornaments at much
lesser cost compared to the former. India ranks second globally in silver jewellery exports, with a value
of USD 1.17 billion, commanding 14.2% of global share. The country’s rising share in this segment is
driven by competitive pricing, innovative designs, and increasing demand from the US and European
markets. Silver jewellery has also benefited from India’s ability to adapt traditional designs to
contemporary tastes.
• Coloured Gemstones: India stands at the fifth position globally, with exports worth USD0.46 billion,
representing 4% of global trade. While relatively smaller compared to diamonds and gold, the
coloured gemstone segment is gaining traction due to India’s expertise in cutting and processing, as
well as the growing popularity of coloured stones in international fine jewellery markets. The
gemstone containing jewellery is back in demand compared to the only gold jewellery. The colourful
piece of jewel.
• Imitation Jewelry: Imitation jewellery exports from India reached USD 0.14 billion, giving it a 1.4%
share of the global market, with India ranked 12th globally. Though modest in value, this segment
plays a critical role in catering to price sensitive international markets and is supported by India’s low
cost manufacturing base and trend responsive designs. The most sought-after jewelleries affordable
by even the lower strata of society are these imitation jewellery. There are many domestic brands
creating imitation jewellery replacing the nickel-based ones with copper and brass.
• Synthetic Diamonds / Stones: India is the global leader in synthetic diamonds, with exports worth
USD1.40 billion, capturing 30.8% of the world’s market share. This strong position reflects India’s rapid
adoption of lab grown diamond technologies and its cost effective production processes. With
increasing global acceptance of synthetic diamonds, this segment has emerged as a high growth area
within India’s gems and jewellery exports. The emergence of lab grown diamonds is a new trend in
the diamond jewellery which is driven by the lesser cost compared to the naturally occurring ones are
being sought after younger generation.
Key attributes ((An Insight on Variety Offered by the Indian Gems and Jewelry Sector)
There are many classifications on the variety of jewelry offered by the Indian Gems & Jewelry Sector:
Based on the type or style of jewelry; there are few traditional variants such as:
➢ Kundan: The Mughal era in India patronized the Kundan jewellery which they brought along from
Persia. However, the art underwent fusion of Persian and Indian culture to result in the Kundan
jewellery. The emperor Akbar and his successors preferred gemstones that they wore jewellery and
used gemstones to be embedded in the daggers which they carried. The kings and queens of the
period got jewellery made for themselves including the pieces for turban, earrings, and necklaces of
this kind. The Rajput kings also liked the artistic jewellery and adopted the same into their lifestyle.
The popularity and the designs spread across Delhi, Punjab regions and even farther away. Till date
even the affluent communities across Punjab, Rajasthan and Gujarat prefer Kundan jewellery. The
jewellery includes the embedment of uncut diamonds in the gold foil. The diamonds and gemstones
are added into the structure made of lac resin which also acts as a cushion.
➢ Polki: Similar to Kundan Jewellery, Polki jewellery has the history dating back to Mughal period where
the influence of Indian craftsmanship on Persian jewellery making resulted in Polki jewellery .The
difference between polki and Kundan is that the former type of design uses more uncut diamonds
and have less lustre compared to conventional diamond. Polki diamonds are treated to give a shine
and is done by using the fillers in making of the jewellery.
Page 159 of 465➢ Meenakari: Another Mughal era patronized jewellery format which involves using enamel on metal
surface with patterns and colours. Meenakari by its meaning stands for the art of enamelling. It finds
it roots in Persia. In the native language of Persia, Meena word means heaven or azure colour of
heaven, It was initially used in the period of Akbar’s reign to decorate the walls, ceilings, and thrones
of the emperor. It uses gold or silver to craft the jewellery and is known for vivid hues and attractive
patterns. The art flourished in Jaipur as Raja Maan Singh invited few skilled enamel artisans from
Lahore. The art of Meenakari jewellery became quite popular in the city of Jaipur which later spread
to surrounding cities. However, glass enamelling was practiced in the city of Pratapgarh. This design
art form was also introduced in Lucknow in the 17th century by persian Artisans in the court of Avadh.
Enamelling included the application of enamel prepared by powdering colour stones and glass. But
in the recent means of manufacturing, chemicals such as Ferrous salts, cobalt oxide, copper and other
metalic salts are used in the enamelling process. The widely found patterns in the meenakari
jewellery are of flowers and foliage and few animals such as elephants,
➢ Jadau: An ancient form of jewellery making technique where artisans use various gemstone to
embed in softened gold structure. Here gold threads or wires and lac which holds the structure and
the stones.
➢ Temple Jewelry: It evolved during the Chola and Pandya era around 9th century and was inspired by
the temple deities incorporated in the temple architecture. The Chola rulers patronized this jewellery
art form inculcating Hindu mythological gods and goddesses. This jewellery making process involves
intensive and meticulous process using wires to make metal frames and embed precious stones into
wax mould. Gold leaf is then applied to the structure where the molten gold has been poured to the
mold. This type of jewellery is preferred for wedding and festive occasions in parts of Southern India.
➢ Navaratna: In the ancient era, nine gemstones which were considered to represent nine planets, and
nine deities accordingly were used to make jewellery such as Amulets for kings. It was believed that
wearing the navaratna amulets would mean the invoking cosmic powers of the celestial bodies. The
Nine gemstones used in the jewellery are Ruby, Pearl, Emerald, Red Coral, Yellow Sapphire, Diamond,
Blue Sapphire, Hessonite and Cat’s Eye.
➢ Thewa: This ancient jewellery art came into existence in city of Pratapgarh, Rajasthan in the year
1707. It was made by the court artisan and goldsmith Nathu Lal Sonewal. It was later patronized by
the Maharaja Sumanth Singh in 1765.This art form became popular with the British women later in
India who appreciated and took the jewellery back to Europe. This jewellery is made using 23 karat
gold sheets on which patterns usually mythological, religious, or key events are carved. The carving
is set on glass or mirroring objects. The art is quite labour intensive and takes up to a month to create
a piece of jewellery. The pattern used in the design has been modified to adapt to the modern times
and is sought after as it makes use minimal amount of gold compared to the other form of jewellery.
➢ Filigree: This is one of the oldest ancient types of jewellery dated at least 5000 years. It originated
from the Middle East Region and has been traced to Egypt Greece, Italy, and Rome countries.
Jewellery in this format s made using Gold, silver, copper, and brass too. It involves intricate work of
metal where metal in forms of fine wires or threads and are soldered. Various pieces of jewellery
such as necklace, earrings, bracelets are made.
Based on the jewelry type worn on the body, the jewelry sector offer various variants ;
Headwear: Maang teeka, Matha Patti, Passas, Jhoomers- These ornaments are associated with
wedding festivities and worn in various designs and patterns across the country by various
communities and are called by various names.
Earring: Stud, Jhumka - These ear wear jewellery is designed in numerous sizes, shapes and lengths.
The designs of earrings are made to suit the occasion of wear.
Page 160 of 465Neckwear: Long chains, short necklaces, chokers, layered sets. Kundan, Polki, Meenakari, Temple
jewellery is sought after for the traditional look trending in the industry. These jewellery pattens
provide a luxurious look making it most suitable for weddings.
Arm wear: Bangles, armlets, bracelets, rings – Most modest, traditional jewellery pieces are sought
after in gold, platinum and sometimes embedded with gemstones and diamonds too.
Footwear jewelry: Anklets & Toe rings – Usually worn by most women, these jewellery pieces are
preferred in silver and are also made available by jewellers in Gold as well.
CONTRIBUTION TO ECONOMIC GROWTH
The Gems and Jewellery sector holds a pivotal position in India’s economy, contributing an estimated 7%
of the nation’s Gross Domestic Product (GDP) and employing more than 5 million workers. Recognized as
one of the fastest-growing industries, it is both highly labor-intensive and export-oriented, playing a vital
role in supporting India’s manufacturing and services ecosystem.
Given its significant potential for value addition and global competitiveness, the Government of India has
designated this sector as a priority area for export promotion. To strengthen India’s leadership, the
government has implemented a series of measures including skill development programs, technology
upgradation initiatives, and policy frameworks designed to position “Brand India” as a global leader in
gems and Jewellery. Notably, the sector benefits from 100% Foreign Direct Investment (FDI) under the
automatic route, encouraging international players to participate in the domestic value chain.
India has emerged as the world’s largest cutting and polishing hub for diamonds, supported by both a
deep talent pool and cost-efficient operations. The Gems and Jewellery Export Promotion Council (GJEPC)
reports that India processes approximately 75% of the world’s polished diamonds, reinforcing its
dominance in the global value chain. In FY 2025, India’s cut and polished diamond exports reached INR
1,13,407 crore (USD13.29 billion), reflecting the sector’s crucial role in generating foreign exchange
earnings despite global headwinds.
Alongside diamonds, India is also the largest consumer of gold globally, driven by cultural traditions,
weddings, and investment demand. This dual strength, being both a global consumer and processor, has
positioned India as a natural hub for the Jewellery market. The combination of low production costs,
skilled artisans, and proactive government support continues to enhance India’s stature as a trusted
supplier of gems and Jewellery in international markets.
With strong policy support, a highly skilled workforce, and sustained global demand, the Indian gems and
Jewellery sector is expected to remain a cornerstone of the country’s exports and employment generation
in the years to come.
Industry Value chain and Key stakeholders
The value chain for the gems and jewellery industry begins with that of extraction of raw materials, i.e.
gold, gems such as Diamond, precious metal etc. till they are manufactured into pieces of jewellery. The
Indian jewellery market is majorly into processing and manufacturing jewellery with skilled artisans across
key manufacturing hubs in India.
The value chain involves the following:
Page 161 of 465Sourcing & Cutting & Jewellery
Distribution Marketing
Procurement Polishing Manufacturing
Sourcing & Procurement
Gold is sourced from a combination of Domestic and imports from various countries for raw gold and
semi-finished products. Gemstones such as emeralds, garnets, sapphires, moonstones, rubies and to
some extent diamonds are sourced from the country as well. India imports diamonds owing the
insufficient consistent supply internally. Other precious metals which are imported are platinum and
silver.
Gems & Precious Metals Indian Reserves Import Destinations
Gold Hutti Gold Mines UAE, Switzerland, UK, Singapore
Diamond Panna Mines UAE, Belgium, Hong Kong, Angola,
Botswana, Canada
Silver Sindesar Khurd Mine, Rampura UAE, UK, Indonesia, China
Agucha Mine, Zawar Mine, Rajpura
Dariba Mine
Platinum Boula-Nausahi Mine, Sittampundi Tanzania, U.A.E, Indonesia, U.K,
Complex Italy
Gemstones Panna & Golconda Region Zambia, Tanzania, Brazil, Thailand
(Diamond), Aravali Range (Emerald,
rubies, aquamarine) Karnataka,
Tamil Nadu (Sapphire, Moonstone,
Iolite, Garnet)
Procurement:
The imports are procured by companies or jewellery manufacturers through government authorized
entities which hold essential licenses from the regulatory authorities such as Directorate General of
Foreign Trade. These authorized entities include Gems & Jewellery Export Promotion Council (GJEPC)
which is an apex body overlooking India’s Gems 7 Jewellery export since 1966. Importers of Precious
metals, stones and jewellery are expected to obtain:
• Importer-Exporter Code (IEC) from DGFT,
• Registration of Business
• GSTIN (Goods and Services Tax Identification Number)
• BIS License for jewelry Business
• Register with India International Bullion Exchange (IIBX) -especially for raw gold imports which are
usually allowed to be imported by Govt Entities such as RBI and Banks.
Cutting & Finishing
Gem cutting also known as Lapidary, is a specialization of Indian Gems & Jewellery. Various regions across
the country specialize in processing (cutting & finishing). For instance, Diamond is polished and processed
in Surat, Jaipur houses colored stones cutting and finishing industries. Numerous skilled and semi-skilled
professionals are employed. Mumbai and Andhra Pradesh are also known for gemstone cutting and
polishing. Gold jewellery is worked in cities such as Rajkot, Ahmedabad, New Delhi, Kolkata, Bangalore,
Mumbai to design and finish. The process of cutting and finishing includes
Page 162 of 465Assortment & Marking – Craftsmen initially sort the stones based on the size and quality. The stone is
marked to indicate the cut and removal of unnecessary material.
Planning & Preparation – The cutter plans the type of cut to enhance the look of the gem and is later cut
by the diamond edge blade as marked earlier.
Preforming– Stone is further shaped to suit the design and is later put into a temporary holder called dop
to enable easy handling in the next stages.
Faceting - In this step, specialized gemstone faceting machines are used to cut the stone with many facets
Polishing – The stone is then polished to give a lustrous shine and brilliance.
Jewelry Making
While the above process works for gemstones, Gold has a different process. The 24- carat gold or the 22-
carat gold is used to make jewellery. As pure gold is soft to be directly used to make jewellery, hence
alloys are added to make 18k and 14k gold. However, 22 karat is widely used to make gold ornaments
which are traditional and include heavy work. The alloy is made with metals like copper, silver or zinc to
make it strong. The alloy is then melted at high temperatures and hence gold is now transformed into
molten form. The next process would be pouring the molten gold over the mold created by jewellery
designers using resin. Later the skilled artisans assemble the cast components which are polished and
finished to remove imperfections and give a lustrous shine. In the last stage is the stone setting and other
surface treatments. The quality check is the last point before the jewellery.
Distribution
Jewellery pieces prepared and inspected are prepared for dispatch through various means. It is usually
bought by wholesalers who buy large volumes of pieces and sell it to retailers. On the other hand, large
chains of gold stores directly buy from the manufacturers and distribute it to their stores. There are means
such as retail Middlemen and Commission Agents. These individuals or units connect manufacturers to
retailers while earning a percentage on the sales of the jewelers. Recent channels of jewellery sales are
also happening through Online B2B marketplace such as Amazon and eBay.
Marketing
The marketing of jewellery pieces depend on the physical presence of the retailer and online presence on
social media platforms. The trust built by the brand over the years with offline, online and in -store
advertising along with collection of jewellery offered determines the consumers’ loyalty. In the past few
years, collaboration with brand ambassadors, creating ads targeting consumers emotions are working a
means to build or engage potential customers. Jewellery retailers are also selling jewellery through online
marketplaces, including their own website. High end customers prefer having personal shoppers and at
their residences. Retailers also offer customers to buy from selected products which are brought home.
There are other types of purchases which happen through websites which are sought by consumers who
plan to buy for festive occasions and start saving in advance. Schemes offered with monthly payment
plans to buy gold and other jewellery is often sought by urban households of middle or upper middle
class.
Jewelers offer variety of collections and even take customized orders for different pieces of jewellery.
Stand-alone retailers or small neighborhood jewelers are usually preferred for this reason and cater to
specific likes and demand in terms of costs, design and weight. Large retailers with chain stores offer gold,
diamond, platinum and silver jewellery and articles in the same store catering to multiple requirements
of customers. Even large retailers often provide the option of customization to attract and retain
customers. Discounts, festive sales and slashing of making charges and other costs drive customer footfall
to stores and thus help increase sales.
Page 163 of 465Key Stakeholders:
Stakeholders in the Indian Gems & Jewellery sector include Government Bodies such as Ministry of
Commerce, Gems and Jewellery Export Promotion Council, Large retail Brands such as Tanishq, Malabar
Gold & Diamonds, Jos Alukkas etc., MSMEs, family jewelers, artisans, and Gems & Jewelers.
Ministry of Commerce
The ministry of Commerce under the Government of India enables the growth, promotes exports,
prepares policies and strategies, developing skill development programs etc.
Gems and Jewelry Export Promotion Council
It is a premium body under the Ministry of Commerce which emphasizes helping the sector grow through
increasing exports. It helps promote Brand India in the Global Gems & Jewellery sector, connecting
Government and trade related activities.
Large Jewelry Retailer
Large retail chains such as Tanishq, Malabar Gold & Diamonds, and Kalyan Jewelers have grown rapidly
across urban centres and are steadily expanding into tier-2 and tier-3 cities. These stores offer hallmark-
certified jewellery, transparent billing, buyback policies, and wide design assortments, enhancing
consumer trust. Organized chains can leverage strong branding, modern retail formats, and economies of
scale.
Unorganized, Family Jewelers
Comprising small family-owned shops and local goldsmiths, dominate a large share of India’s jewellery
market, particularly in tier-2 and rural regions. These outlets rely heavily on long-standing trust and
community relationships, with customers often returning to the same jeweler across generations. They
cater to customized designs and allow price negotiations, which appeal to traditional buyers.
Qualitative Insight on Manufacturing Landscape for Kundan, Meenakari and Polki jewelry market
Kundan Meenakari and Polki jewellery was ancient handicraft jewellery known from as early as the era of
Rajput and Mughals. The Mughals brought the art along with them and the jewellery form found an Indian
method which resulted in these jewellery. These jewellery predominantly were liked by the emperors and
their subjects which found extensive applications other than jewellery. Diamonds uncut and in the natural
form were used in the making of Kundan and polki jewellery. They also included gemstones as per the
preference of the designs by the rulers. It is said to have been encouraged by the Mughals and later liked,
adored by the royal families.
Kundan jewelry-
Kundan means “highly refined gold” which indicates the use of 24 carat gold i.e. which is much softer in
nature, easy to mold and modifying crafting the jewellery It is a 4-step process with first step being the
making of the structure is made with golden strip. The art of making these jewelries have been passed
down generations to generations and are being made by the families of these artisans Traditionally, there
were various people working on each stage or process. The artisans called Chiterias were part of design
team creating the desired design of jewellery pieces. The other artisans called Ghariyas were involved in
engraving and last but not the least were the goldsmiths or Sunars who worked on the gold framing. These
pieces of jewelries make use of gemstones such as diamonds, emerald, sapphire and rubies. The Kundan
jewellery was much heavier earlier and has been reducing the weight by using lighter stones and designs.
The art of making Kundan jewellery became famous in regions other than Rajasthan and moved to
Gujarat, Punjab, Delhi, Lucknow and Bihar. In few of these regions, the Kundan jewellery making got
transformed with introduction of silver.
Modern approach has found its way through and now these jewelries are made in factories due to a huge
demand for these traditional artistic jewellery. The use of machines in each process has ensured that the
Page 164 of 465demand for the Kundan jewellery is met as the traditional methods take longer turnaround times than
jewellery manufactured through modern methods. The jewellery is in demand for bridal and even
everyday occasions as it brings out a royal look or luxurious feel when worn. Today, Kundan jewellery is
paired with wedding festivity’s function such as Sangeet, Pheras or muhurat along with social gatherings
such as Cocktail parties, engagement etc.
Manufacturing process
The process of making Kundan jewellery pieces are as follows:
Ghadayi – The process of making pieces with golden strips and a mold like model is prepared. Later the
strips are cut coiled and shaped to prepare a skeleton frame of the jewellery piece. This is one of the most
important steps to establish the foundation of the piece. The frame of the jewellery thus created is known
as ghaat.
Khudayi- This step includes etching the outer surface with designs and patterns as per the sketch of the
intended jewellery. The structure is then filled with gold or a type of wax called lac and engraved in this
process. This step is also called Kundan setting.
Meenakari - Meenakari is the process of decorating the jewellery piece with natural colours. The word
Meenakari stands for Meena meaning enamel or color and kari meaning. This process alone has been
reason for evolution of Meenakari jewellery.
Jadayi – The stones are filled into the spaces which were earlier made with gold strips whose frame or
structure was colored. This completes the preparation of the Kundan jewellery.
Polki jewelry- It also has a similar history rooting from Mughal Era with major difference being that only
raw uncut diamond are set into gold jewellery created by the jadau process. As in the making of Kundan
jewels, a base is designed with gold being drawn into strips and creating a backbone for setting the
diamonds. Diamonds are sources as per the design to suit it. The background is then made ready by the
Meenakari method and is preferred rarely as the diamonds are the centre of attraction. The pieces with
the set diamonds are brought together and then polished to give a lustrous look.
The manufacturing process is still done in traditional settings and even in factory settings. Jaipur which is
historically known for the manufacturing of Polki and Kundan jewelers. It is still the traditional hub;
however, the manufacturing processes are spread across India such as Delhi, Bikaner, Kolkata,
Ahmedabad.
The manufacturing setup in the modern methods uses the same four steps but is made with help of
machines. However, the last step, i.e. Jadau the process of setting stones in the jewellery, is still done by
artisans.
• The first step uses rolling machine to roll gold sheets into the similar way to prepare the structure for
the Kundan jewelery. There are also wire rolling machines that roll gold sheets into wires which are
later used in making of pieces of the jewelery.
• The second step includes use of jewelry casting machines where wax based designs of the jewelry is
prepared, it is allowed to harden and then filled with molten gold to create the desired jewelry piece.
Hydraulic dies are used for pressing dies and shapes into the jewelery as the final design expected.
• The final stage of finishing I, e setting of stones is done by hand.
Meenakari Jewelery-
The meenakari process has turned into a complete jewelery design collection. The process of crafting this
variant of jewelery is made using similar methods such as:
• Khudai Process: The metal chose i.e either gold or silver is engraved in the desired design to set the
uncut diamonds. The metal in the sheet format is moulded and casted and is considered the basic
Page 165 of 465material.The sheet is pressed on the mould of the desired pattern created which in turn creates and
embosed design is created. This process is created by the artisan called Naqqash (or designer) and by
the goldsmith(or Sunar).
• Meena Bharna: The powdered glass made traditionally with mortar and pestle are mostly used as
enamel. The enamel can be of many colours and various patterns are created in this process. As per
the ancient method of crafting, pomegranate seeds were crushed and mixed with water to give the
lustre to the enamel solution. Th application of enamel is done by an artisan called meenakar who uses
thin needle spokes within the engraved pattern.
• Meena Pakai: High-temperature firing process stands for the heating of the enamelled object at high
temperatures using coil of domestic heater. This is to ensure the fusion of the base metal with enamel
applied. By this procedure all the colours are filled in by applying heat.
• Ghilai Process: The piece of jewellery is filled to enhance the metal lining and is given finish by boiling
the jewelery piece in a acid to provide lustre.
The commonly used colours used in the meenakari process or in the making of meenakari jewels are
red, green, blue and white. When gold is used as base material, it holds most of the colour, whereas when
the silver is used pink, green and blue colours are held well. In recent developments, the art of meenakari
is utilized in the making of wall decors, bowls and jewelery boxes.It is prefered by jewelers who want to
create contemporary designs as it blends ancient art form with modern touch.
Modern Tools used in the Kundan, Meenakari and Polki jewelery manufacturing
Computer Aided Design (CAD)
The design software available in various models are used to create designs with precision and
customization. The software is used along with CAM i.e. computer aided manufacturing which converts
the design created on the software to produce jewellery through automation. The jewellery production
is usually made through 3D printers, CNC machines etc.
Lost-Wax Casting
As per the traditional process of manufacturing, the casting stage is enhanced with the wax models
created through 3D technology for very creative designs made for gold and silver. The wax models are
made using Wax injectors, burnout kilns, centrifugal/vacuum casting machines.
Laser Machines
Laser technology is used in the cutting of diamonds into suitable shape, engraving jewellery and carving
the metals in sheet or mould format. The laser techniques are also used in welding of delicate joins to
make it look like a handcrafted design.
Gold plating & Electroforming
Gold plating is the process of adding thin layers of gold to provide lustrous finish and enhance durability.
This process is done through electroplating, which can be used in plating other metals such as silver and
rhodium to jewelleries. On the other hand, Electroforming is used to coat metals through electrolysis
process.
Gold Jewelry Demand Scenario in India
Annual Consumption Pattern
India’s gold Jewellery consumption has displayed a steady decline over the past four years, moving from
610 tonnes in CY 2022, 575.8 tonnes in 2023, and further down to 563.4 tonnes in CY 2024, and 430.5
tonnes in CY 2025. This translates into a cumulative drop of about 29.4% over the period, with a notable
2% decline between CY 2023 and CY 2024 and a sharp 23.6% decline between CY 2024 and CY 2025. The
Page 166 of 465downward trend highlights how the market has been reshaped by both economic conditions and shifting
consumer preferences, even though gold continues to hold strong cultural significance in India.
Jewellery Consumption in India (Tonnes)
610 600 575.8 563.4
430.5
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025
Source: World Gold Council
One of the primary reasons for this decline is the sustained rise in gold prices. With global and domestic
prices hitting record levels through CY 2022 to CY 2024 and remaining elevated in CY 2025, affordability
has been severely affected, especially in rural regions where gold demand is traditionally the strongest.
While urban households have managed to absorb some of the cost pressures, many consumers either
postponed purchases or opted for lighter designs, reducing the tonnage of gold bought. The sharp decline
observed in CY 2025 further indicates that prolonged high prices have started to significantly suppress
demand across both rural and urban segments.
Consumer preferences are also evolving. Younger buyers are increasingly prioritizing lifestyle products
and alternative luxury purchases over heavy traditional Jewellery. Moreover, investment options such as
exchange-traded funds (ETFs) and Sovereign Gold Bonds (SGBs) have gained traction, diverting a share of
demand away from physical Jewellery. Even among Jewellery buyers, the shift towards lightweight,
contemporary ornaments has become more prominent. This ensures that while the value of purchases
remains high, the actual quantity of gold consumed is shrinking, a trend that became more pronounced
in CY 2025.
Macroeconomic and policy factors have also contributed to the decline. Inflationary pressures and
relatively slower rural income growth have constrained disposable incomes in recent years, directly
impacting gold affordability. On top of this, high import duties and currency fluctuations further raised
domestic gold prices, discouraging large-volume purchases. These factors, combined with consumers’
need to priorities essentials, have led to subdued Jewellery demand, especially in 2023 and 2024, with
conditions worsening in CY 2025. Cultural demand remains resilient, with weddings and festivals
continuing to drive purchases, but the average size of these purchases has come down. Families are
increasingly opting for smaller, more modernized Jewellery pieces instead of large traditional sets, which
reduces overall consumption volumes while keeping expenditure levels steady or higher due to elevated
prices.
Overall, the decline in tonnage highlights a structural shift in India’s gold Jewellery market. The 2% year-
on-year fall in 2024 reflects a transition towards more value-driven demand, while the sharp contraction
in CY 2025 signals heightened stress in the market due to affordability constraints. Even as fewer tonnes
of gold are being consumed, the overall market value has grown, supported by soaring prices. This
demonstrates both the cultural resilience of gold in Indian households and the evolving reality of
affordability constraints. Going forward, India is expected to remain one of the largest markets for gold
Jewellery globally, but the emphasis will likely remain on smaller volumes with higher-value purchases,
marking a transformation in consumer behaviour and market dynamics.
Historic Growth Trend
The historic growth trend of Jewellery consumption over the past three financial years reflects a period
of consistent contraction. In CY 2022, the industry recorded a decline of 2%, suggesting an early signal of
Page 167 of 465weakening consumer demand. This downturn was further exacerbated in CY 2023, where the growth rate
sharply declined to -6%, marking the steepest fall in the observed period.
The contraction in CY 2023 can be linked to factors such as reduced discretionary spending, volatility in
gold prices, and broader economic challenges that weighed heavily on consumer purchasing power.
However, by CY 2024, the decline moderated back to -2%, indicating some degree of stabilization, albeit
still within negative growth territory. This trend was sharply disrupted in CY 2025, where the market
witnessed a significant decline of -23.6%, marking the most severe contraction in the entire period.
From an analytical perspective, the data highlights that the Jewellery sector has been under sustained
pressure, failing to regain positive momentum across consecutive years. The sharp dip in CY 2023 points
to a particularly challenging period, potentially caused by macroeconomic uncertainties or a shift in
consumer preferences away from traditional Jewellery purchases. The steep fall in CY 2025 further
underscores intensified affordability constraints and a possible shift in demand dynamics.
The return to a milder decline in CY 2024 had suggested that while consumption pressures persisted, the
sector may have been stabilizing. However, the sharp contraction in CY 2025 indicates renewed stress in
the market, highlighting the sensitivity of gold Jewellery demand to price surges and economic conditions.
The trend underscores the need for Jewellery businesses to adapt their strategies by focusing on
innovation, affordability, and digital retail channels to stimulate demand in a challenging market
environment.
Gold Consumption in India: Seasonal Demand Trends
India’s gold Jewellery demand follows a well-defined seasonal cycle, closely linked to weddings, festivals,
and rural income patterns. Demand typically peaks twice a year. The first surge occurs between April and
June, driven by the summer wedding season and the auspicious festival of Akshaya Tritiya, which boosts
purchases in both urban and rural regions. The second, and generally longer, peak spans September to
January, supported by post-harvest income inflows, Diwali celebrations (including Dhanteras), and the
winter wedding season, all of which encourage heightened buying activity.
Periods of softer demand are seen during July- August, when the monsoon season shifts focus toward
agriculture and limits consumer spending, and during February- March, when the absence of major
festivals or wedding dates reduces buying momentum. These fluctuations reflect enduring cultural
practices, the agricultural income cycle, and the dual role of gold in India as both a decorative asset and a
trusted store of value." make it concise.
Period of High Demand: Wedding, Festivals & Post Harvest Season
Wedding Season: Gold Jewellery demand in India displays a well-defined seasonal pattern, closely tied to
socio-cultural customs, lifecycle events, and rural income cycles. Among all categories, bridal jewellery
constitutes the single largest segment, accounting for an estimated 50- 55% of total gold jewellery
consumption. This dominance is underpinned by the scale of India’s wedding market, approximately 11
to 13 million weddings take place annually. With the average age of marriage for women being about 22
years and more than half of the population under the age of 25, the country maintains a large, young
consumer base that sustains consistent demand. Weddings are not just personal events but large-scale
social occasions where gold jewellery serves as both adornment and a store of wealth, making it a
culturally essential purchase.
Festival Season: Festivals act as another major driver of seasonal gold buying. Auspicious occasions such
as Akshaya Tritiya and Diwali (including Dhanteras) are deeply rooted in cultural tradition and are widely
believed to bring prosperity when gold is purchased. Household purchase surveys consistently show that
most gold acquisitions are timed around festivals, with Dhanteras and Akshaya Tritiya alone contributing
a significant share of annual sales. During these two occasions combined, demand can surge to between
40 and 60 tonnes, reflecting concentrated buying activity over just a few days. These spikes are amplified
Page 168 of 465by marketing campaigns from jewellery retailers and financing schemes from banks and NBFCs, which
further stimulate festive-season purchases.
Post Harvest: Rural India adds another important layer to the demand cycle. With nearly two-thirds of
the population living in rural areas and a large portion dependent on agriculture, gold buying is closely
linked to agricultural income flows. The Kharif harvest, which accounts for most of the annual farm output,
is completed between September and November, creating a liquidity surge in rural markets. This post-
harvest period often coincides with Diwali, generating a powerful combination of cultural and economic
incentives for gold purchases. Similar patterns emerge during the Rabi harvest, though its impact is
smaller compared to Kharif.
Period of Low Demand
During July- August, rural incomes are tied up in agricultural activities, with cash flow directed towards
farm inputs such as seeds, fertilizers, and labour. Heavy rains also restrict mobility in many regions,
reducing store visits. Combined, these factors dampen discretionary spending on jewellery. As a result of
these cultural and economic forces, the Indian gold jewellery market experiences two distinct annual
peaks. The first occurs between April and June, driven by the summer wedding season and Akshaya Tritiya.
The second and more prolonged peak runs from September through January, encompassing the post-
harvest period, Diwali festivities, and the winter wedding season. Between these peaks, demand typically
tapers off, particularly during July-August, when the monsoon season and agricultural focus limit
discretionary spending, and in February- March, when major festivals and weddings are fewer. This
cyclical pattern reflects not only traditional values and rituals but also the embedded role of gold as a
long-term wealth-preservation asset across both urban and rural households in India.
Gold Price Movement in India
Gold prices in India have shown a steady upward trajectory over the past five years, nearly doubling in
value. The average price per 10 grams was around INR 48,700 in 2020–21, and consistent year-on-year
increases pushed it to the INR 80,000- 90,000 range by FY 2024, before crossing INR 1 lakh in early FY
2025. This sustained rise reflects both global market dynamics and domestic factors such as inflation,
currency movement, and demand linked to weddings and festivals, underscoring gold’s continued role as
both an adornment and a financial hedge in Indian households.
Gold Price in INR per 10 gram
145,000.0
71,834.0
60,624.0
48,723.2 47,999.3 52,730.8
FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026
Source: Reserve Bank of India
• FY 2021: The average gold price stood at INR 48,723.2 per ten grams, reflecting the elevated levels
that followed the global economic uncertainty and pandemic-driven safe-haven demand. Prices were
relatively high but stable compared to the surge witnessed in 2020.
• FY 2022: In 2022, prices dipped slightly to INR 47,999.3 per 10 grams, marking a marginal decline. This
suggests a temporary cooling of demand as economic activity normalized post-pandemic, along with
a correction in global gold prices.
• FY 2023: The market saw a recovery in 2023, with prices rising to INR 52,731.8 per 10 grams. This
increase of nearly 10% indicated renewed investment interest and stronger festival and wedding-
Page 169 of 465driven demand, coupled with global inflationary pressures.
• FY 2024: By 2024, the average price rose sharply to INR 60,624.0 per 10 grams, representing a robust
15% growth over the previous year. This surge can be attributed to heightened geopolitical risks,
sustained domestic consumption during festivals, and the rupee’s depreciation against the dollar.
• FY 2025: In 2025, gold prices reached INR 71,834.0 per 10 grams, marking an almost 19% year-on-
year increase. This steep rise highlights continued global uncertainty, rising inflationary concerns, and
strong seasonal and cultural demand within India, reaffirming gold’s position as both a hedge and a
cultural necessity.
• FY 2026: In 2026, gold prices surged sharply to approximately INR 1,45,000 per 10 grams, marking a
significant ~102% year-on-year increase over FY 2025. This steep rise was driven by record-high global
gold prices, geopolitical uncertainties, strong investment demand, and continued depreciation
pressures on the Indian rupee, further reinforcing gold’s role as a safe-haven asset despite moderating
jewelry demand.
Gold Consumption in India v/s Major Markets
In CY 2024, India became the largest consumer of gold Jewellery globally, with demand reaching 563.4
tonnes, overtaking China for the top position. This rise is significant because, in CY 2023, China had led
with 630.2 tonnes compared to India’s 562.3 tonnes, but weaker economic conditions and persistently
high gold prices pushed China’s demand down to 479.3 tonnes in CY 2024. Including Hong Kong and
Taiwan, Greater China’s Jewellery demand stood at around 511 tonnes, still lower than India. This shift
highlights India’s resilience: despite a slight 2% decline from CY 2023, the country maintained a steady
consumption base, supported by weddings, festivals, and deep rooted cultural traditions where gold is
seen both as ornamentation and as a store of value.
Beyond India and China, the global Jewellery market is much smaller. The United States, the third largest
consumer, accounted for only 136 tonnes in CY 2023, reflecting steady but comparatively modest demand
driven more by fashion and luxury markets than by cultural compulsion. Germany followed with
approximately 42 tonnes, and Europe around 70 tonnes, indicating a stable but limited appetite for gold
Jewellery, primarily influenced by income levels and consumer preferences for investment linked gold
rather than heavy Jewellery buying. Rounding out the top five, Thailand registered around 40 tonnes,
reflecting its strong Jewellery manufacturing sector and local cultural demand, though still only a fraction
of India’s volume.
The comparison clearly illustrates the dominance of Asian markets, particularly India and China, which
together account for the overwhelming majority of global gold Jewellery demand. India’s ability to surpass
China in CY 2024 underscores the strength of its cultural and ceremonial demand, which remains less
elastic to economic pressures compared to other regions. In contrast, Western markets such as the U.S.
and Germany are far smaller in volume, showing that global gold Jewellery consumption continues to be
concentrated in Asia.
Gold Jewellery Consumption (in tonnes)
563.4
511.4
132.1
41.2 40.9
India Greater China USA Russia Turkey
Source: World Gold Council
Page 170 of 465Consumption of Gold Across Major Economies
Country Consumption Pattern
India remained one of the largest gold markets globally in CY 2025, with total gold
demand standing at 710.9 tonnes, compared to 802.8 tonnes in CY 2024. Although
overall demand declined by 11% y/y due to record-high gold prices affecting
India affordability and jewellery consumption, the value of gold demand surged by 30%
to approximately INR 751,490 crore. Demand continued to be supported by cultural
factors, festive purchases, and investment interest, reinforcing gold’s importance
as both a traditional asset and a store of value in India.
Greater China, traditionally one of the largest gold markets globally, recorded gold
consumption of 950.1 tonnes in CY 2025, reflecting a decline of 3.57% compared to
985.3 tonnes in CY 2024. This marked the second consecutive annual decline in gold
Greater China consumption, following a 9.58% drop in 2024. The decline was primarily driven by
elevated gold prices, weak consumer sentiment, and slower jewellery demand,
although investment demand for bars and coins remained relatively resilient amid
economic uncertainty.
The United States ranked third, with 132.1 tonnes of demand less than one fourth
of India’s. Jewellery buying here is shaped more by fashion and luxury preferences
United States
than cultural obligations, making consumption more sensitive to economic trends
and consumer confidence.
Russia’s demand stood at 41.2 tonnes, modest compared to Asian leaders.
Russia Economic sanctions, inflation, and geopolitical instability weighed on household
spending, though gold retained cultural value as a symbol of security and status.
Turkey consumed 40.9 tonnes, nearly on par with Russia. Cultural customs,
particularly weddings and dowries, continue to sustain demand, but economic
Turkey
volatility and currency depreciation have capped growth. The country remains an
important regional hub for Jewellery making and consumption.
DIAMOND PROCESSING SCENARIO IN INDIA
Diamond processing scenario in India includes the sourcing, procuring, cutting and finishing stages. The
finished diamonds are often exported to countries where suitable jewellery is made with these processed
diamonds. Given the popularity of jewellery sector of India for its handicraft, the diamonds processed are
also transformed into jewellery pieces such as Necklaces, earring, bangles, bracelets and finger rings.
However, the diamond and the diamond related sectors are facing crisis which long began during the
Covid -19 scenario and is looking towards recovery with support from governmental assistance and other
macro-economic factors. The demand for diamonds and the diamond jewellery has reduced drastically in
the past few years as the markets are stabilizing and also facing competition from the growth of lab-grown
diamonds and other jewelries.
Value of Diamonds processed in India (INR in Mn)
234,062 236,635
179,214
151,030
126,480
FY 2021 FY 2022 FY 2023 FY 2024 FY 2025
Source: CMIE Economic Outlook
Page 171 of 465The value of diamonds imported and processed in India is represented above. The diamond processing in
India is done by artisans in key hubs such as Surat, Jaipur, and Mumbai. The raw uncut diamonds imported
are subjected to various stages such as sawing, bruting, blocking and polishing. In these stages, the
diamonds are scanned through machines which creates a 3D model on how the diamonds are shaped.
Later at sawing stage, a laser machine trims the diamond into a simple structure with least waste. The
next stage of bruting, gives the trimmed diamond a plain round shape and in the other following steps
gets transformed with many facets and is polished. Currently in India, the diamonds are processed both
in the traditional hand-based method and using machines. However, the cost of processing, which
includes skilled Labour and certifications are what amounts to high cost of processed diamonds. As seen
in the graph, the value of the processed diamonds declined gradually owing to the diminishing demand,
economic uncertainty and rising popularity of lab-grown diamonds. Though India also caters to polishing
the Lab grown diamonds, the value for processing the natural and the former have a lot of difference and
thus seeing the decrease in the value of processed diamonds.
Another reason which is expected to impact on these diamonds is the tariff on them by U. S Government
recently, which has affected the industry as it was one of the major markets. The tariff hike imposed
includes the reciprocal tariff announced in August 2025 and an additional tariff of 25 % later. As on date
the tariff on these diamonds is 50% and has created a scary situation in the Indian Diamond Industry. The
loss being incurred in the reduced demand from U.S and China has affected the industry that though the
UAE has doubled the exports from India, it is not sufficient to suffice the losses from the former reason.
The brighter side of the situation seems to be the Diamond Imprest Authorization scheme effective from
April 2025 is set to provide relief to certain extent. It is expected to increase the competitiveness of the
industry in the global market and help with reversing the export situation.
India as a global hub for diamond processing: Analysis of key factors
India is currently the leader in cut and polished diamonds. The processed diamonds and its jewellery are
exported and distributed to various parts of the world. It also houses many Gems & Jewellery clusters in
India and Gujarat especially Surat is known as the diamond capital. Diamonds mined from Africa, Russia
and Canda etc. are imported and processed to make jewellery to export.
India has strategic advantage having skilled artisans, seaports, and expertise of many years in exporting
diamond jewellery. Mumbai, Surat and Jaipur are key hubs in Diamond processing and have been involved
in the same from generations. India also houses Golconda mines which have rare diamond reserves and
have given the world unique and precious diamonds such as The Kohinoor, the Evening star and the Hope
Diamond.
Skilled artisans:
There are nearly 1.3 million artisans who are directly involved in the diamond industry in India. These
artisans have been part of the diamond industry through generations processing diamonds, as mentioned
earlier, Surat, the Diamond city of India houses most of these artisans. These craftsmen are trained
rigorously for some time with respect to cutting, polishing and finishing. The industry along with state
governments and Union governments have provided benefits and support packages to empower them.
Contingency financial packages are provided in financial crisis of the Indian industry.
Port infrastructure
The key cities with diamond processing capabilities are strategically located near the seaports to facilitate
the trade related to diamonds. The ports in Gujarat such as Deen Dayal Port in Kandla and Jawaharlal
Nehru port help in flourishing trade. This well-connected infrastructure to other parts of the world is a
significant factor to invest and carry out trade with India as a key hub for Global Diamond Industry.
Trade houses
The Indian Diamond industry has two main trade houses namely Bharat Diamond Bourse and Surat
Page 172 of 465Diamond Bourse which are in proximity to the processing hubs. The premiere trade entity for diamonds
in India is the Bharat Diamond Bourse and is the world’s largest Diamond exchange Centre. It was
established in 2010. It houses 4000 members who are actively involved in the Diamond business (i.e.
import, export manufacturing and marketing uncut, raw diamonds.)
Surat Diamond Bourse is another trade entity recently established in 2023, and has similar functions, roles
and responsibilities of BDB. It was established in Surat as it has all the key stakeholders housed in and
around the city. It is registered as a not-for-profit organization yet deemed to promote trade and develop
commerce and industry related to Gems & Jewellery sector.
Import Scenario of Diamonds in India
Historical Growth of Imports
Import of Diamonds (in USD Million)
27,536.10
25,856.25
21,592.68
17,410.74
16,210.79
14,756.79
FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 (Till Feb)
Source: DGFT, HS Code considered is 7102
As per the import data of the past five years, the imports to India have been in an inclining and declining
trend. However, in the past two years the imports have been declining owing to decrease in the demand
for diamonds, tariff impositions and sanctions of diamonds from Russia. The demand from the major
importers of finished diamonds included USA and China dropped as there were growing demand for the
lab-grown diamonds. Though India also caters to polishing of lab grown diamonds, the value of natural
diamonds processed was lost. The tariffs imposed by U. S government on the diamonds exported from
India affected the industry a lot and diamond processing sector had no orders for a while. This created a
lot of financial crises for artisans and the industries and the scenario still seems to persist this year.
The State government of Gujarat in the light of suicides of artisans due to unemployment as part of
industry crisis, has devised a relief package for the registered artisans. The central government has
announced the Diamond Imprest Authorization (DIA) scheme on 21st January 2025. The scheme entails:
• Import of Natural Cut and Polished Diamonds, of less than ¼ Carat (25 Cents) is made duty free
• A mandate has been set for export with a value addition of 10%.
The scheme can be availed by all Diamond exporters holding Two Star Export House status and above and
having US $15 Million exports per year, are the eligible for the scheme.
Import Scenario of Precious Jewelry
Imports of Precious jewelry (in USD Million)
3,684.26
3,264.50
2,541.83
1,134.98
629.27
296.01
FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 (Till
Feb)
Page 173 of 465Source: DGFT, (HS Code considered is 7113)
Owing to the rising prices of gold, consumers are looking less towards buying jewellery and investing in
gold by other means. The other reason for the decline is the economic uncertainties caused due to war
like situations and tariff impositions. The 50% tariff imposition has caused a dip in the demand for precious
jewellery as the U.S was one of the largest markets for the finished jewellery. This has already impacted
on the industry with loss of jobs and decline in revenue. The above graph indicates the steady increase of
imports of precious jewellery parts which are worked and finished in India by artisans.
GOLD EXPORT AND IMPORT SCENARIO IN INDIA
Export Scenario
India’s gold exports have witnessed sharp fluctuations over the past five years, reflecting both global
market volatility and domestic policy dynamics. In FY 2021, exports were recorded at USD 257.17 million
but plunged drastically to just USD 6.23 million in FY 2022, as international trade flows weakened, global
demand slowed, and tighter regulatory checks impacted re-export activities.
This decline was short-lived, as exports gradually recovered to USD 145.86 million in FY 2023. However,
exports dipped again to USD 98.25 million in FY 2024, indicating continued volatility in the segment. The
trend reversed sharply in FY 2025, with exports surging to USD 916.78 million, reflecting strong global
demand, favorable international prices, and India’s increasing role in value-added bullion trade and re-
exports.
In FY 2026 (till February), gold exports stood at USD 215.11 million, suggesting a moderation compared
to the exceptionally high base of FY 2025, while remaining above pre-FY 2024 levels.
In contrast, the gems and Jewellery sector, a traditional mainstay of India’s exports, has been facing
headwinds in recent years. Exports grew from USD 26,163.88 million in FY 2021 to a peak of USD 39,268.62
million in FY 2022, driven by pent-up demand in key markets such as the United States and Europe,
coupled with higher luxury spending as economies reopened post-pandemic. However, this momentum
was not sustained, as exports declined to USD 38,112.48 million in FY 2023 and further contracted to USD
32,853.10 million in FY 2024.
By FY 2025, exports had fallen further to USD 29,958.41 million, marking a significant decline from the FY
2022 peak. This downward trajectory reflects weakening discretionary spending in major consuming
nations amid inflationary pressures, global economic uncertainties, and reduced demand for polished
diamonds and stud Jewellery. Moreover, supply chain disruptions and heightened competition from
emerging Jewellery manufacturing hubs further constrained export performance.
In FY 2026 (till February), exports stood at USD 26,287.04 million, indicating continued pressure on the
Page 174 of 465segment, although the pace of decline appears to be moderating compared to previous years.
Overall, the two segments present a diverging trend. Gold exports, though smaller in absolute value
compared to jewellery, have shown strong recovery and growth in FY 2025, followed by some
normalization in FY 2026. On the other hand, gems and jewellery exports, despite their large base, are
experiencing a prolonged slowdown, highlighting the challenges faced by India’s traditionally dominant
export sector in an increasingly uncertain global environment.
Import Scenario
India’s imports of gold and gems & Jewellery have shown a cyclical but overall upward trend between FY
2021 and FY 2025. Gold imports rose from USD 34,603.94 million in FY 2021 to USD 46,165.49 million in
FY 2022, reflecting a strong rebound in demand as the economy recovered from the pandemic slump.
However, FY 2023 witnessed a sharp fall to USD 35,016.10 million, mainly due to subdued consumer
demand, high gold prices, and global uncertainties that dampened Jewellery consumption.
Imports picked up again in FY 2024, reaching USD 45,542.07 million, and surged further to USD 58,006.26
million in FY 2025, the highest level in the five-year period. This sharp jump in FY 2025 indicates stronger
domestic demand during wedding and festive seasons, as well as restocking by the jewellery industry,
even though high prices continued to play a role in limiting physical volumes.
In FY 2026 (till February), gold imports stood at USD 68,916.68 million, already surpassing the full-year FY
2025 level. This indicates exceptionally strong import momentum, likely driven by elevated domestic
demand, inventory buildup, and continued high global gold prices influencing import values.
Import of Gold & Gems & Jewellery (USD Million)
102,575
88,976
81,664
78,474
73,930
68,917
58,006
55,199
46,165 45,542
34,604 35,016
FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 ( Till Feb)
Gold Gems & jewellery
Source: Directorate General of Foreign Trade
In the gems & Jewellery category, imports followed a somewhat similar but less volatile pattern. Imports
increased significantly from USD 55,198.86 million in FY 2021 to USD 81,663.73 million in FY 2022, driven
by the revival of international trade and robust export-oriented demand, particularly for cut and polished
diamonds. In FY 2023, imports moderated to USD 73,930.33 million, reflecting softer global demand,
inventory adjustments, and the impact of macroeconomic headwinds on luxury consumption worldwide.
FY 2024 saw a partial recovery with imports rising to USD 78,473.55 million, followed by another
expansion to USD 88,975.66 million in FY 2025, showing resilience in India’s gems & Jewellery trade
despite global uncertainties.
In FY 2026 (till February), imports rose further to USD 1,02,575.01 million, marking a substantial increase
over FY 2025. This sharp rise highlights strong raw material inflows, driven by India’s role as a global
processing hub and expectations of demand recovery in international markets.
Overall, both categories highlight how India’s Jewellery ecosystem is influenced by a mix of domestic
Page 175 of 465consumption, export demand, and global price movements. Gold imports remain closely tied to
household demand for Jewellery and investment, while gems & Jewellery imports are largely driven by
India’s role as a global processing hub for diamonds and precious stones. The sharp increase in FY 2026
(till February) across both categories reflects a combination of factors: strong domestic demand, high gold
prices inflating import values, and the industry’s continued push to secure raw materials amid global
uncertainties.
IMPORT PATTERN
Gold plays a dual role in India’s trade: it is both a consumption commodity and a critical raw material for
the gems & jewellery sector. Since jewellery manufacturing is one of India’s largest export-oriented
industries, gold imports feed directly into the production of finished ornaments, studded jewellery, and
other luxury products that are then exported. This is why gold imports are often considered not just a
reflection of domestic demand but also a driver of India’s export competitiveness in the gems & jewellery
industry.
India's Major Import Sources for gold, by Volume for FY 2025
Others
Silver
Pearl, precious, , semi
precious stones
20%
Gold
Source: Directorate General of Foreign Trade
India’s gems & jewellery exports stood at around USD 38–40 billion in FY 2024 (as per GJEPC and trade
data), and early trends for FY 2025 indicate modest recovery after global demand softness in 2023. The
heavy reliance on imported raw materials, particularly gold and diamonds, underscores how import
growth translates into export value addition. For instance, imported bullion is refined, crafted, and re-
exported as finished jewellery, while imported rough diamonds are cut and polished in India before being
exported worldwide.
The rise in gold imports to USD 58 billion in FY 2025 aligns with stronger domestic and export-driven
jewellery demand. Similarly, the increase in gems & jewellery imports (USD 89 billion in FY 2025) reflects
India’s continued role as a global processing hub, where raw materials are transformed and exported as
high-value finished goods. In FY 2026 (till February), this trend has further strengthened, with gold imports
already reaching USD 68.9 billion, indicating sustained demand momentum and the impact of elevated
global prices.
Page 176 of 465India's Gold Import (FY 2026 Till Feb)
879,010
795,246
757,037
651,238 678,299 688,171
34,604 46,165 35,016 45,542 58,006 68,917
FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 ( Till Feb)
Value USD Mn Volume KGS
Source: Directorate General of Foreign Trade
Gold import value has shown significant fluctuations over the five-year period. In FY 2021, imports stood
at USD 34,603.94 million, rising sharply in FY 2022 to USD 46,165.49 million, driven by higher prices and
recovery in demand after the pandemic. However, in FY 2023, the value dropped back to USD 35,016.10
million, reflecting both softer demand and some price corrections. A recovery followed in FY 2024, with
imports valued at USD 45,542.07 million, before surging to a five-year high of USD 58,006.26 million in FY
2025.
This upward trajectory has continued in FY 2026 (till February), with import value already reaching USD
68,916.68 million, surpassing the full-year FY 2025 level. This sharp rise highlights the impact of record-
high gold prices and continued demand during wedding and festive periods, along with inventory stocking
by the industry.
The volume of gold imports tells a slightly different story. In FY 2021, India imported 6,51,238 kg of gold,
which peaked at 8,79,010 kg in FY 2022, reflecting pent-up demand and restocking after COVID-19
disruptions. Volumes then fell significantly in FY 2023 to 6,78,299 kg, mainly due to price pressures and
subdued rural demand. FY 2024 saw a rebound to 7,95,246 kg, but in FY 2025, volumes slipped again to
7,57,037 kg, indicating that high prices constrained physical demand despite strong import values.
In FY 2026 (till February), import volumes stood at 6,88,171 kg, suggesting that while volumes remain
moderate, they are not proportionately increasing with the sharp rise in import value, further emphasizing
the role of price inflation in driving overall import expenditure.
The divergence between value and volume trends is striking. While the import values in FY 2025 and FY
2026 (till February) were at record levels, the volume remains lower than the peak observed in FY 2022.
This suggests that India is importing less gold by weight but paying significantly more for it, clearly
indicating the impact of record-high international gold prices. Essentially, demand in tonnes is under
pressure, but the expenditure on imports continues to rise.
India’s gold import trend reflects a shift towards value-driven rather than volume-driven demand. The
higher expenditure in FY 2025 and the continued surge in FY 2026 (till February) despite relatively
moderate volumes show how cultural and investment demand remains resilient, but affordability
constraints are forcing households and jewellers to adjust to smaller quantities. This pattern also
reinforces gold’s dual role in India: as a cultural necessity for domestic consumption and as a raw material
for the export-driven gems & jewellery industry.
Page 177 of 465India's Major Import Sources for gold, by Volume for FY 2026 (Till Feb)
Other
Switzerland
29%
23%
U Arab Emts
17%
Ghana Peru
Chile
7% 11%
13%
Source: Directorate General of Foreign Trade
Additionally, country-wise import data for FY 2026 (till February) indicates that Switzerland remains the
largest supplier of gold to India (1,54,062 kg, 23%), followed by the UAE (1,17,590 kg, 17%), Chile (90,453
kg, 13%), Peru (75,611 kg, 11%), and Ghana (50,026 kg, 7%), with other countries contributing 2,00,429
kg (29%). This highlights India’s diversified sourcing strategy and strong trade linkages with major gold-
producing and refining hubs globally.
GROWTH FORECAST
Gold demand in India is expected to witness steady growth over the next 3-5 years, driven by cultural
affinity, rising disposable incomes, and growing demand for investment avenues. Traditionally, gold has
remained a preferred asset for Indian households, not only as Jewellery but also as a form of financial
security. With the expanding middle class and increasing urbanization, the retail Jewellery market is likely
to strengthen further, especially around festivals and weddings, which continue to be key demand drivers.
On the investment front, heightened interest in gold exchange-traded funds (ETFs), sovereign gold bonds,
and digital gold platforms is anticipated, as more investors seek to diversify their portfolios and hedge
against inflation or currency volatility. Macroeconomic factors such as global price trends, interest rates,
and policy incentives are also expected to shape demand positively. Moreover, the government’s push
toward formalization of the gold sector, coupled with innovations by organized players in branding and
product design, will further aid consumption growth in both urban and semi-urban markets.
Projected growth in gold demand in India ( In tonnes)
802.8 800.0
725.0
FY 2024 FY 2026E FY 2027E
Source: D&B Desk Research; E- Estimated
India’s gold demand has shown resilience in recent years, though short-term fluctuations remain tied to
price movements and consumer sentiment. In FY 2024, demand was estimated at 802.80 tonnes, marking
a 5% rise over the previous year. However, the outlook for FY 2025 suggests a moderation, with demand
projected to decline modestly to the range of 700- 800 tonnes, primarily due to elevated gold prices that
are expected to weigh down Jewellery purchases.
Page 178 of 465Looking ahead, the forecast for FY 2026 highlights a mixed picture. In value terms, gold Jewellery
consumption is expected to grow by 14-18%, supported by steady festive and wedding demand, rural
prosperity, and benefits from earlier import duty reductions. In volume terms, consumer gold demand is
projected to moderate to around 725 tonnes, as Jewellery demand softens under high price conditions
despite sustained investment activity. By FY 2027, demand is anticipated to recover to about 800 tonnes,
aided by an expected income boost from India’s Eighth Central Pay Commission, which could revive
household purchasing power and further stimulate Jewellery consumption.
Export of Precious metal jewellery ( in USD Mn)
13,237
12,289 12,559 12,359
10,993
6,593
FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 (Till Feb)
Source: Directorate General of Foreign Trade
Precious jewellery exports have shown a steady rise from USD 6,593.27 million in FY 2021 to a peak of
USD 13,237.08 million in FY 2024, driven by strong global demand. However, exports moderated to USD
12,559.12 million in FY 2025 and stood at USD 12,358.82 million in FY 2026 (till February), indicating slight
pressure due to global uncertainties.
The data (till February 2026) suggests that while tariff impacts exist, they are relatively lower compared
to the diamond industry. Key export destinations include the UAE (largest), U.S., Hong Kong, Singapore,
and the UK, reflecting India’s diversified export markets.
Top 5 import partners for Gold & Precious jewelry
Gold & Other Precious jewellery is most sought after as Indian craftsmanship is unique and the intricate
designs are preferred rather than the machine-made designs. The countries which have residents with
similar traditional preference for jewellery are the major importers of jewellery.
Major Import Partners of Precious Jewellery FY 2026 (Till Feb)
Hong Kong
2%
Baharain IS Other
3% 12%
U Arab Emts Thailand
12% 41%
U S A
30%
Thailand U S A U Arab Emts Baharain IS Hong Kong Other
Source: DGFT
The role played by import in meeting the domestic consumption
As per the World Gold Council, India’s gold demand rose by 10% y/y to 151 tonnes in Q1 2026. In value
terms, gold demand surged by 99% y/y to a record INR 2,275 billion), supported by a sharp rise in domestic
gold prices. The MCX spot gold price increased by 20% q/q and 81% y/y during Q1 2026, reaching a record
Page 179 of 465quarterly average of INR 151,108 per 10 grams.
The jewellery demand in the country was reportedly lower in 2024 at approximately 563.4 tonnes, which
further declined sharply in FY 2025 to around 430.5 tonnes, indicating reduced consumption due to rising
prices. This indicates that the demand for gold as an investment has increased, as it reached 239.4 tonnes
in 2024 and further rose to around 280.4 tonnes in FY 2025, marking one of the highest levels in recent
years.
The imports are the means of meeting the huge demand for gold and have generally remained high
despite rising prices. However, in FY 2025, import volumes moderated to around 663.7 tonnes, reflecting
weaker physical demand even as import values remained elevated due to high prices. Consumers are now
increasingly viewing gold as an investment rather than a decorative fashion accessory. This has resulted
in higher investment purchases compared to jewellery purchases, with increased demand for gold bars,
coins, and ETFs.
The gold imports have also shown seasonal spikes, with higher imports during months such as August
2025, indicating strong investment and festive demand. Overall, the Indian gold market is witnessing a
shift towards investment-driven demand, while jewellery consumption is gradually declining in volume
due to affordability constraints.
Key Domestic Demand Drivers
India’s gems and Jewellery sector stands at the confluence of cultural reverence and evolving economic
dynamism. Deeply embedded traditions, especially around weddings and festivals are increasingly
complemented by a rising middle class, growing disposable incomes, and accelerating retail
modernization. As consumers seek both meaningful and aspirational purchases, demand patterns are
being shaped by macroeconomic growth, celebratory milestones, gifting cultures, and institutional trust
mechanisms like mandatory hallmarking. Together, these drivers create a stable yet adaptable demand
environment that reflects both enduring values and contemporary consumption behaviors.
Key Factors Driving Demand
Macroeconomic Factors
• Increasing Discretionary Spending: The 2023- 24 Household Consumption Expenditure Survey (HCES)
shows average Monthly Per Capita Consumption Expenditure (MPCE) at INR 4,122 in rural and INR
6,996 in urban areas, reflecting robust growth from the previous year. Non-food spending continues
to dominate household budgets 53% in rural and 60% in urban areas underscoring the structural shift
towards discretionary purchases such as jewellery. While food’s share in spending inched up slightly
to 47% in rural and 40% in urban (from ~46% and ~39% in 2022–23) due to food price pressures, the
long-term trend remains one of premiumisation and lifestyle-driven consumption.
• Supportive Macroeconomic Climate: Even after moderating from the post-pandemic rebound, India’s
real GDP growth stayed robust at ~6.5% in FY 2024- 25, sustaining household income growth and
employment in urban services key for jewellery demand. Growth was driven by resilient domestic
consumption, buoyant services activity, and government-led infrastructure spending, which together
kept urban employment steady and supported discretionary spending patterns among middle- and
upper-income households.
Weddings & Other Seasonal Demand
In India, weddings are the single-largest demand driver for gold, with the World Gold Council estimating
that marriage-related purchases account for around 50% of the country’s annual gold demand,
underscoring the deep cultural significance of bridal jewellery in Indian traditions. This effect is magnified
during high-intensity wedding seasons CAIT projected that approximately 48 lakh weddings would take
place between November and December 2024, generating close to INR 6 lakh crore in economic activity
across sectors like apparel, hospitality, and jewellery.
Page 180 of 465Festivals and auspicious dates such as Akshaya Tritiya and Diwali further reinforce this cyclical demand,
as highlighted in regular WGC updates (World Gold Council). However, gold price volatility also plays a
role soaring prices in Q1- Q2 2025 led the WGC to lower India’s demand outlook to ~ 600-700 tonnes
(from 803 tonnes in CY 2024), as consumers shifted to lighter or lower-purity designs and recycled old
inventory, even as essential wedding-related purchases continued.
Gold Gifting & Its Impacts
Gold gifting remains a cultural anchor even amid pricing pressures. Weddings and cultural rituals continue
to underpin demand: during the peak wedding season (Nov- Jan), gold imports jumped 45% year-on-year
to 46.9 tonnes, signaling robust bridal and gifting activity despite rising prices. Yet, when prices breached
INR 1 lakh per 10 g, buyers adapted recycling old jewellery, opting for lightweight designs, and even
pivoting toward silver, especially among cost-conscious shoppers. Jewelers are responding too with
suitable marketing strategies to lure the prospective buyers with jewelries of their preferences. For Ex: P
N Gadgil Jewelers launched a dedicated lightweight, lower-carat sub-brand, Lifestyle, noting the segment
is growing at approximately 30% annually, and projecting 30- 35% YoY revenue growth for in coming
years.
Mandatory Hallmark Standards
India’s gold hallmarking regime has been tightened and scaled up, materially boosting consumer trust and
traceability. Hallmarking became mandatory in phases starting June 16, 2021, and from April 1, 2023, the
sale of hallmarked jewellery without a 6-digit HUID was disallowed; consumers can verify HUIDs instantly
via the BIS Care app. The program has expanded nationwide: with the 4th phase launched on Nov 5, 2024,
coverage rose to 361 districts, and cumulative hallmarked items crossed 40 crore a clear signal of adoption
and enforcement. Capacity and compliance have grown in lockstep: registered jewelers have risen to
about 1.94 lakh, and assaying & hallmarking centers to around 1,622, improving access and oversight
across India.
Major Trends
Page 181 of 465KEY THREATS
Gold Price Volatility
Global gold prices witnessed a sharp increase during CY 2025 due to rising geopolitical tensions,
inflationary pressures, central bank purchases, and increased safe-haven investment demand. According
to the World Gold Council, the LBMA Gold Price averaged approximately USD 2,386.2 per ounce in CY
2024 and further increased significantly to around USD 3,431.5 per ounce in CY 2025. The sharp rise in
prices was primarily driven by global economic uncertainty, expectations of interest rate adjustments,
currency fluctuations, and strong central bank gold accumulation across major economies.
The sustained increase in global gold prices adversely impacted gold affordability and consumer sentiment
in India, resulting in lower jewellery consumption during CY 2025. As per the World Gold Council, India’s
total gold demand declined to 710.9 tonnes in CY 2025 from 802.8 tonnes in CY 2024, while jewellery
demand fell significantly by 24% to 430.5 tonnes due to elevated prices and reduced affordability.
Consumers increasingly shifted toward lighter-weight and lower-caratage jewellery products or
postponed discretionary purchases, particularly within price-sensitive segments.
At the same time, higher gold prices strengthened investment demand for gold bars, coins, and ETFs, with
investment demand increasing to approximately 280.4 tonnes during CY 2025 as investors preferred gold
as a safe-haven asset amid global uncertainty. These trends highlight how continued volatility in global
gold prices can materially impact jewellery demand, consumer purchasing behaviour, inventory planning,
and overall growth prospects across the jewellery industry.
Import Dependence Amid Regulatory Complexity
India’s gems and jewellery sector faces a structural challenge rooted in its heavy reliance on imported raw
materials, particularly gold. Under the India-UAE CEPA, India permits up to 200 tonnes of gold imports
annually at a concessional 1% duty. However, in FY 2026, while nearly 3,000 applications were submitted
under this tariff-rate quota (TRQ), only about 1,400 were approved, a result widely attributed to opaque
eligibility criteria and informal turnover thresholds. This selective allotment, perceived to Favor larger
players, has sparked protests from MSMEs, who argue the system lacks transparency and undermine
equitable access. As a result, small-scale jewelers remain marginalized, affecting competitiveness and
inclusivity across the sector.
Seasonal Demand Intensity and Inventory Pressures
India’s jewellery demand is deeply cultural and occasion-led, surging during weddings, Akshaya Tritiya,
Dhanteras, and Diwali, when gold and diamond purchases are considered auspicious. This creates a
concentrated demand cycle, where retailers must prepare months in advance by stocking inventory and
mobilizing capital, even at the risk of price fluctuations eroding margins. During lean months, however,
sales taper sharply, straining cash flows and leaving unsold stock locked in working capital.
For smaller and regional jewelers, the pressure is even more acute, as they lack the financial flexibility of
large organized players. Compounding these challenges are factors such as unfavorable wedding dates in
certain years, government policy shifts on gold duties, or sudden volatility in global bullion prices, which
can suppress consumer sentiment and disrupt purchase cycles. The structural seasonality thus forces
jewelers to balance tradition-driven peaks with economic realities, making inventory and liquidity
management a critical survival factor.
Compliance Burden of Mandatory Hallmarking (HUID)
The government’s hallmarking mandate has undeniably strengthened consumer trust by ensuring quality
assurance and traceability. Large, organized jewelers have leveraged the system effectively, integrating
HUID into their processes and using it as a marketing edge to build consumer confidence. However,
smaller and unorganized jewelers, especially in tier-II and tier-III towns, often struggle with compliance
due to limited awareness, infrastructure gaps, and the additional cost of hallmarking.
Page 182 of 465Industry associations note that while hallmarking has brought transparency, it has also created
bottlenecks such as long turnaround times at Assaying and Hallmarking Centers and added working capital
pressures for small players. This uneven adoption is leading to a competitive imbalance were big chains
gain credibility faster, while MSMEs risk being edged out of consumer preference despite forming a large
share of India’s jewellery retail landscape.
Lab-Grown Diamond Market Risks: Quality, Trust & Regulation
The rapid rise of lab-grown diamonds (LGDs) has introduced fresh complexities into India’s jewellery
landscape. While LGDs provide a cost-effective and environmentally appealing alternative to mined
diamonds, their very novelty raises questions around quality consistency, classification ambiguity, and
consumer trust. Retailers and consumers alike often struggle to differentiate LGDs from natural stones,
leading to confusion especially when disclosure norms are inconsistent across brands and channels.
Moreover, the industry has seen instances of misrepresentation, where LGDs are either mis declared as
natural diamonds, or their lower value is disguised to fetch higher prices eroding brand credibility and
consumer confidence. Regulatory frameworks and labelling standards are still evolving; enforcement gaps
allow these issues to persist, particularly among smaller producers and informal retailers who may lack
resources for rigorous certification.
Impact of Covid-19 Pandemic
Impact on Global Market
The global jewellery industry faced significant disruption during the COVID-19 pandemic due to
lockdowns, travel restrictions, and economic uncertainty. Retail stores and manufacturing units across
major markets were temporarily shut, leading to a sharp decline in consumer demand, particularly for
luxury and discretionary purchases. According to the World Gold Council, global jewellery demand
declined by 39% in the first quarter of 2020, while jewellery retailers in the United States reported sales
declines of up to 82% during the initial months of the pandemic. Supply chain disruptions, transportation
restrictions, and temporary shutdowns of mining and manufacturing facilities further affected the
availability of raw materials such as gold and diamonds.
The pandemic also accelerated changes in consumer behaviour and business models within the jewellery
sector. With limited physical retail activity, consumers increasingly shifted toward online purchasing,
driving rapid adoption of e-commerce platforms, virtual consultations, and digital marketing strategies.
As economies gradually reopened, the industry witnessed a strong recovery, particularly in key markets
such as China and the United States. In 2021, the global jewellery market rebounded significantly, with
annual consumption increasing by 52% to approximately US$123 billion, supported by pent-up demand,
improved consumer sentiment, and economic stimulus measures.
The diamond jewellery segment also recorded a strong recovery during the post-pandemic period. De
Beers Group reported a 75% increase in rough diamond sales in 2021, driven by rising consumer demand
in major markets. The pandemic further accelerated long-term structural changes within the industry,
including increased focus on digital transformation, supply chain resilience, ethical sourcing, and
personalized jewellery offerings.
Impact on Indian Market
The COVID-19 pandemic significantly impacted India’s jewellery industry across manufacturing, retail
operations, and exports. Nationwide lockdowns led to temporary closure of jewellery manufacturing
units, causing labour shortages, operational disruptions, and supply chain interruptions, particularly
affecting small and medium-sized enterprises within the sector. Restrictions on transportation and
availability of raw materials further affected production activities and delayed order fulfilment. According
to the Gem & Jewellery Export Promotion Council (GJEPC), the sector witnessed a decline in exports during
the pandemic period due to weak global demand and logistical disruptions.
Page 183 of 465The retail jewellery segment also faced considerable challenges due to reduced store footfall, lower
discretionary spending, and economic uncertainty during FY2021. India Ratings and Research projected
nearly a 25% decline in retail jewellery revenues during FY2021 owing to subdued consumer demand. In
addition, India’s gems and jewellery exports declined by approximately 5% in May 2021 compared to pre-
pandemic levels due to disruptions caused by the second wave of COVID-19.Despite these challenges, the
sector anticipated a sharp recovery in the third quarter of FY 2021, driven by the festive and wedding
seasons.
Despite these challenges, the Indian jewellery industry gradually recovered with the reopening of
markets, improving consumer sentiment, and strong festive and wedding-related demand. The pandemic
also accelerated digital adoption across the sector, with jewellers increasingly focusing on online sales
channels, virtual consultations, and omnichannel retail strategies. Government support measures and
industry resilience further supported the sector’s recovery while encouraging long-term structural
transformation and operational adaptability.
REGULATORY FRAMEWORK IN INDIA
The gems and jewellery sector in India are a significant contributor to the national economy, driving
exports, employment, and household savings. Given the high-value nature of gold transactions, the
industry operates under a comprehensive regulatory framework aimed at promoting growth, ensuring
transparency, protecting consumers, and maintaining financial integrity. Key regulators include the
Ministry of Finance, which oversees customs duties, import tariffs, and tax structures; the Reserve Bank
of India (RBI), which manages schemes like Sovereign Gold Bonds and gold loans while monitoring foreign
exchange linked to gold trade; the Directorate General of Foreign Trade (DGFT), which provides export-
import incentives and duty drawback schemes; and the Bureau of Indian Standards (BIS), which enforces
hallmarking and certification to guarantee product quality and authenticity.
The government has also introduced initiatives such as the Gold Monetization Scheme and Sovereign Gold
Bond Scheme to mobilize domestic gold reserves, while outright purchase facilities and gold loan schemes
provide liquidity to jewelers and exporters. Compliance is reinforced through regulations like the
Prevention of Money Laundering Act (PMLA) and mandatory hallmarking, ensuring market integrity and
consumer confidence. The Gem and Jewellery Export Promotion Council (GJEPC) further supports export
growth through market facilitation, financial assistance, and the development of export clusters.
Together, these measures create a balanced regulatory environment that encourages industry growth,
strengthens exports, and integrates gold into the formal financial system.
FDI Norms
India’s gems and jewellery industry benefits from a highly liberalized Foreign Direct Investment (FDI)
regime. Under the current policy framework administered by the Department for Promotion of Industry
and Internal Trade (DPIIT), 100% FDI is permitted under the automatic route for this sector. This means
foreign investors and their Indian partners can invest freely, without needing prior approval from the
government or the Reserve Bank of India, provided that regulatory disclosures are made post-investment.
This policy highlights the sector’s strategic importance and priority status in India’s export-led growth
agenda.
The government has formally classified the gems and jewellery industry as a focus area for export
promotion, reflecting its significant contribution to both GDP and international trade. The sector
contributes approximately 6–7% of India’s GDP and accounts for nearly 15% of the country’s total
merchandise exports. Its labor-intensive, export-oriented structure, anchored by skilled craftsmanship
and established export clusters, makes it uniquely positioned to leverage FDI for technological upgrading,
capacity expansion, and global outreach.
Page 184 of 465FDI Equity Inflows in G& J Sector (USD million)
157.7
38.0 44.1
22.2 25.5
13.8
FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 (Till
June) P
Source: Gems & Jewelry Export Promotion Council
India’s liberalized FDI regime, allowing 100% investment under the automatic route, has positioned the
gems and jewellery sector as a strategic hub for global investment. Steady inflow growth, supported by
favourable government policies, export-oriented clusters, and infrastructure development, underscores
strong investor confidence. This environment enables technological upgrades, capacity expansion, and
enhanced export competitiveness, reinforcing India’s status as a leading global jewellery market.
KEY POLICIES & REGULATIONS
Gold Monetization Scheme
The Gold Monetization Scheme (GMS), launched by the Government of India in 2015, aims to mobilize
idle gold held by households, trusts, and institutions and bring it into the formal financial system, reducing
dependence on imports. India’s households hold over 25,000 tonnes of gold, much of which traditionally
remains outside productive use. Under GMS, depositors could initially choose from Short-Term (1–3
years), Medium-Term (5–7 years), and Long-Term (12–15 years) deposit options, with interest paid
annually or cumulatively.
Depositors complete KYC and submit gold to designated Collection and Purity Testing Centers, where it is
verified and credited to their Gold Deposit Account. From March 26, 2025, Medium- and Long-Term
deposits were discontinued, while Short-Term deposits remain operational at the discretion of banks. By
November 2024, GMS had mobilized over 31 tonnes of gold across more than 5,600 depositors. The
scheme converts dormant gold into formal sector instruments, enhancing liquidity, supporting loans and
refinery supply, and contributing to macroeconomic stability while offering secure returns to depositors.
Sovereign Gold Bond Scheme 2024-25
The Sovereign Gold Bond (SGB) Scheme, launched in October 2015 by the Government of India and issued
by the RBI, offers investors a secure and convenient alternative to physical gold. Bonds are denominated
in grams of gold, carry sovereign backing, and provide a fixed annual interest of 2.5% payable semi-
annually, in addition to capital appreciation linked to gold prices. SGBs are issued in multiples of one gram,
with limits of 4 kg per individual/HUF and 20 kg for trusts per financial year, and have an overall maturity
of eight years, with the option for premature redemption after the fifth year.
The scheme is fully digital or certificate-based, eliminating storage, purity, and theft concerns, and bonds
can be purchased via banks, post offices, SHCIL, and recognized stock exchanges. Pricing and redemption
are market-linked based on IBJA gold rates, and the bonds are tradable on stock exchanges and usable as
collateral for loans. SGBs also offer tax advantages, with exemption from capital gains tax at maturity and
indexation benefits for early sale, making them an attractive investment. The scheme strengthens formal
gold investment channels, reduces import dependence, and mobilizes household savings into productive
financial instruments.
Prevention of Money Laundering Act
The Prevention of Money Laundering Act (PMLA), 2002 provides a legal framework to prevent misuse of
Page 185 of 465India’s financial and commercial sectors, including the gems and jewellery industry, which is vulnerable
to money laundering, smuggling, and terror financing. Under the Act, jewelers, bullion dealers, and
diamond traders are designated as “reporting entities” and must comply with Know Your Customer (KYC)
and Customer Due Diligence (CDD) requirements for high-value transactions, maintain records for five
years, and appoint a Principal Officer to liaise with the Financial Intelligence Unit – India (FIU-IND).
Entities are required to submit Cash Transaction Reports (CTR) for transactions ≥₹10 lakh and Suspicious
Transaction Reports (STR) for unusual or suspicious activity. The Act mandates a risk-based approach,
enhanced due diligence for politically exposed persons (PEPs) and cross-border transactions, and robust
internal controls including employee training and audits. Non-compliance can attract fines, suspension,
or prosecution. By integrating the jewellery sector into India’s AML/CFT framework, the PMLA enhances
transparency, curbs illicit activities, and strengthens the sector’s credibility in domestic and global
markets.
Duty Drawback Scheme
The Duty Drawback Scheme, administered by the Central Board of Indirect Taxes & Customs (CBIC) under
the Ministry of Finance, allows exporters to claim refunds on customs and central excise duties paid on
imported or domestic inputs used in exported goods, ensuring exports are “zero-rated” and
internationally competitive. The scheme provides three types of claims: All-Industry Rate (AIR) for
standardized refunds with minimal documentation, Brand Rate for exporters with higher actual duty
burdens, and Drawback on Re-export of Imported Goods for duty-paid imported items.
CBIC mandates efficient processing, with 90% of claims settled within three days and refunds credited by
T+2 working days. The scheme also accounts for minor shortfalls in export realization and includes levy
components like Education CSS and Social Welfare Surcharge. In FY 2021, the scheme disbursed INR
18,128 crore, reflecting its significant role in enhancing exporters’ liquidity and supporting India’s
international trade.
Outright Purchase
The Reserve Bank of India (RBI) uses outright gold purchases as a strategic tool for foreign exchange
reserve management, economic resilience, and financial stability. Notably, in October 2009, RBI acquired
200 tonnes of gold from the IMF, boosting India’s reserves, which grew to 879.59 tonnes by March 2025,
with significant holdings both domestically and internationally. The share of gold in India’s total forex
reserves rose from 5.88% in September 2021 to 11.7% in March 2025, reflecting its importance as a
stabilizing asset.
Domestic outright gold purchases are regulated through nominated banks under prudential norms,
including risk management, open gold position limits, and hedging practices. These measures support
both reserve diversification and the regulation of domestic gold supply, ensuring monetary policy stability
and insulating the market from speculative pressures.
Gold Loan Schemes
The Reserve Bank of India (RBI) has established a regulatory framework for gold-backed lending through
the draft “Lending Against Gold Collateral” directions, 2025, applicable to commercial banks, co-operative
banks, RRBs, small finance banks, and NBFCs. The guidelines standardize gold loan norms, including Loan-
to-Value (LTV) ratios, purity valuation, borrower due diligence, and collateral handling. Borrowers’
ownership is verified, and re-pledging of collateral is prohibited.
The framework emphasizes consumer protection, requiring transparent valuation, secure storage, timely
auctions, refund of surplus proceeds within seven days, and borrower compensation for delays. Cash
disbursement is capped at INR 20,000, with the balance credited to bank accounts, and loan terms must
be communicated in the borrower’s language. Implementation of these norms may be deferred until
January 1, 2026, with possible exemptions for loans up to INR 2 lakh, balancing formalization with financial
inclusion. These measures formalize the gold loan sector, ensuring transparency, accountability, and
Page 186 of 465borrower protection.
Gold Spot Exchange
The government has proposed the establishment of a gold spot exchange to create a transparent and
standardized platform for bullion trading. Such an exchange would enable fair price discovery, reduce
dependence on informal channels, and enhance India’s role in global gold pricing mechanisms. For the
gems and jewellery sector, this translates into reduced volatility in sourcing raw gold, a structured market
for trade, and better hedging mechanisms against price fluctuations. Over time, the exchange could
position India as a major global bullion hub.
BIS Hallmarking Scheme (Mandatory Hallmarking)
The Bureau of Indian Standards (BIS) has made hallmarking of gold jewellery and artefacts mandatory
from June 2021, introduced in phases across districts. Under this regime, every gold item must carry the
BIS hallmark, carat purity, jeweler’s identification mark, and the Assaying and Hallmarking Centre’s
identification. The policy ensures that customers receive jewellery of certified quality and purity, thereby
addressing long-standing concerns around adulteration and under-cartage. For the industry, mandatory
hallmarking raises the level of trust, aligns India with international quality norms, and drives consolidation
by encouraging compliance-oriented jewelers.
Exemptions for Kundan, Polki and Jadau Jewellery under Government Hallmarking Regulations:
Kundan, Polki and Jadau jewellery products are manufactured and sold in accordance with the applicable
Government of India regulations and Bureau of Indian Standards (“BIS”) guidelines. Pursuant to Clause
2(3)(k) of the Hallmarking of Gold Jewellery and Gold Artefacts Order, 2020, these categories of traditional
handcrafted jewellery have been specifically exempted from mandatory hallmarking requirements by the
Government of India. Accordingly, the manufacture and sale of such jewellery continue to remain
compliant under the applicable regulatory framework prescribed by the Government of India and BIS.
Further, the BIS Guidelines on Exemptions under the Quality Control Order (“QCO”) provide official
definitions for these jewellery categories. As per the guidelines, Kundan jewellery refers to jewellery made
using fine gold foil of minimum 995 fineness, Jadau jewellery refers to jewellery involving mounting or
cladding of stones on gold or silver jewellery, and Polki jewellery refers to jewellery containing uncut or
irregularly polished stones.
As per the Bureau of Indian Standards (“BIS”) Guidelines on Exemptions under the Quality Control Order
(“QCO”), certain categories of articles and jewellery are exempted from mandatory hallmarking
requirements. These include articles weighing less than two grams, gold bullion in the form of bars, coins,
plates, sheets, foil, rods, wires, strips and tubes, gold thread, articles meant for export, jewellery for
international and domestic business-to-business exhibitions, unfinished and semi-finished jewellery,
articles for medical, dental, veterinary, scientific or industrial purposes, gold watches and fountain pens,
as well as special categories of traditional jewellery such as Kundan, Polki and Jadau jewellery.
Prevention of Money Laundering Act (PMLA) Amendment
In December 2020, the Ministry of Finance brought dealers in precious metals and stones under the ambit
of the Prevention of Money Laundering Act (PMLA). The amendment requires jewelers and dealers to
maintain detailed records of all cash transactions of ₹10 lakh or more with a single customer. This
regulatory measure is a significant step toward increasing accountability and transparency in the sector,
which has historically been vulnerable to unaccounted transactions. For industry, compliance with PMLA
not only ensures legal adherence but also enhances credibility with domestic and global financial
institutions.
Special Group for Industry Concerns
In August 2020, the government proposed the formation of a special group comprising customs and
banking officials to address sector-specific issues faced by gems and jewellery exporters. This initiative
reflects the government’s recognition of the sector’s contribution to exports and employment generation.
By providing a structured mechanism to resolve operational bottlenecks, the special group ensures
Page 187 of 465quicker redressal of industry concerns, especially around compliance, documentation, and international
trade barriers.
EDI Connectivity in E-commerce Policy
The integration of Electronic Data Interchange (EDI) connectivity between postal services and customs
has been proposed under India’s evolving e-commerce policy framework. This measure allows automatic
closure of e-commerce exports against advance credit card payments by foreign buyers, thereby reducing
procedural delays. For the gems and jewellery industry, which is witnessing rising online demand globally,
this initiative provides an enabling ecosystem for seamless cross-border trade, greater participation in
digital exports, and expansion into newer markets with reduced compliance burdens.
Union Budget 2024
Customs Duty Revisions: In the Union Budget 2024, the Government of India reduced the basic customs
duty on gold and silver to 6%, and on platinum to 6.4%. This move is particularly significant for the
jewellery industry, as import duties directly affect raw material costs. Lowering customs duties helps
reduce price disparities between domestic and international markets, discourages unofficial imports
(smuggling), and enhances competitiveness of Indian jewelers in both domestic and export markets. It
also supports consumers by making precious metals more affordable, thereby stimulating demand.
GEMS & JEWELRY RETAILING SCENARIO IN INDIA
The gems and Jewellery retailing sector in India are one of the largest in the world, deeply rooted in
cultural traditions and driven by strong consumer demand for gold, diamonds, and other precious stones.
Jewellery retail accounts for a significant share of India’s overall luxury and lifestyle market, with gold
Jewellery forming the backbone of consumption due to its dual role as both adornment and investment.
The sector is highly fragmented, with a large presence of family-owned regional Jewelers alongside a rising
share of organized players, including national chains and branded showrooms. This shift toward organized
retail is being fueled by urbanization, evolving consumer preferences, and growing trust in certified quality
and hallmarking.
In recent years, the industry has undergone transformation driven by policy reforms such as mandatory
BIS hallmarking, reduced import duties, and enhanced transparency in sourcing and pricing. Consumers
are increasingly gravitating towards branded and certified products, boosting the market share of
organized retailers. Additionally, digitalization has played a key role, with e-commerce and omni-channel
strategies enabling Jewelers to reach new customer segments across urban and semi-urban areas.
Festivals, weddings, and gifting traditions continue to anchor demand, while modern designs, lightweight
collections, and diamond-studded offerings are attracting younger buyers. Together, these dynamics
position India’s gems and Jewellery retail sector for steady growth, balancing its cultural legacy with
modern retail practices.
Current Market Scenario
India’s gems and jewellery retail landscape is a powerful economic pillar constituting approximately 7%
of the nation’s GDP and employing between 4.6 to 5 million people across the value chain. The sector is
a global powerhouse, contributing around 15% of India’s merchandise exports and handling 75% of the
world’s polished diamond exports. It is marked by a mix of time-honored family-owned regional jewelers
and a rising tide of organized, branded retailers. These branded players are gaining ground thanks to
rising urbanization, consumer preference for certified (hallmarked) jewellery, and growing trust in quality
standards.
Government support has played a pivotal role in transforming the sector. Key policy initiatives include
100% Foreign Direct Investment (FDI) under the automatic route, reduced import duties on gold, silver,
and diamonds, and mandates like BIS hallmarking to enhance transparency and consumer confidence.
Additionally, the sector has received Authorized Economic Operator (AEO) status for trade facilitation,
benefiting from faster cargo clearance and reduced bank guarantee requirements. The government's
Page 188 of 465export promotion strategies such as funding infrastructure (e.g., common facilities, testing laboratories),
organizing buyer-seller meets, and establishing hubs like the Bharat Ratnam Mega CFC further bolster the
industry's global competitiveness.
Looking ahead, the market size is on an impressive growth trajectory: valued at around USD 80- 85 billion
in FY 2024, it is forecast to double to USD 140- 155 billion by FY 2028. The organized segment is expected
to grow disproportionately fast from a 36-38% share in FY 2024 to 42- 43% by FY 2028 driven by digital
retail penetration, evolving luxury tastes, and modern retail infrastructure. Furthermore, sector reports
anticipate the market reaching USD 128 billion by FY 2029, with growth fueled by the rise of lab-grown
diamonds (LGDs), e-commerce, and digitally enabled, personalized shopping experiences.
Retail Channels
Traditional/Unorganized Retailers: Unorganized jewelers, comprising small family-owned shops and local
goldsmiths, dominate a large share of India’s jewellery market, particularly in tier-2 and rural regions.
These outlets rely heavily on long-standing trust and community relationships, with customers often
returning to the same jeweler across generations. They cater to customized designs and allow price
negotiations, which appeal to traditional buyers. However, lack of hallmarking and transparency in pricing
is a common drawback. Despite increasing competition from organized brands, these retailers continue
to thrive due to cultural familiarity and. personalized service. Their share, while gradually shrinking, still
accounts for most of the gold jewellery sales in rural India.
Organized Brick-and-Mortar Jewelry Chains: Large retail chains such as Tanishq, Malabar Gold &
Diamonds, and Kalyan Jewelers have grown rapidly across urban centres and are steadily expanding into
tier-2 and tier-3 cities. These stores offer hallmark-certified jewellery, transparent billing, buyback
policies, and wide design assortments, enhancing consumer trust. Organized chains are able to leverage
strong branding, modern retail formats, and economies of scale. They also invest heavily in marketing
campaigns and festive promotions, boosting visibility. These outlets are increasingly preferred by younger
generations who value authenticity and branded experiences. Their share of the market has been steadily
rising as formalization strengthens under government hallmarking rules.
Department Stores & Multi-Brand Outlets: Department stores and multi-brand jewellery outlets, usually
located in malls or high streets, provide a curated collection of jewellery brands under one roof. These
stores focus on convenience and variety, especially for urban consumers who want to compare multiple
branded offerings. The segment includes both fine jewellery and fashion jewellery, catering to a broader
consumer base. Multi-brand retailers also frequently collaborate with global brands, offering
international designs in India. Their modern retail environments attract young professionals seeking
stylish daily-wear pieces. Although smaller than chain-specific showrooms, they play an important role in
driving organized market growth in metros and tier-1 cities.
E-Commerce Platforms: Digital retailing has emerged as one of the fastest-growing channels in India’s
jewellery industry, with brands like CaratLane and Bluestone leading the segment. Major online
marketplaces like Amazon and Flipkart also feature certified jewellery, targeting convenience-driven
buyers. Online platforms offer transparent pricing, certification, home trials, and easy EMI options, which
build consumer trust. Virtual try-ons, 3D product views, and flexible return policies have enhanced digital
adoption. E-commerce caters strongly to millennials and Gen Z, who prefer browsing designs online
before purchase. While online penetration is still lower compared to offline retail, its double-digit growth
trajectory indicates strong future potential.
Omnichannel Retailing: Omnichannel strategies blend online and offline experiences, allowing customers
to browse collections digitally while completing purchases in physical stores. Jewellery brands like Tanishq
and CaratLane have pioneered features such as “order online, pick up in store” and “home trials.” This
approach reassures consumers about product authenticity while retaining the convenience of digital
platforms. Omnichannel retail also integrates customer data, offering personal recommendations and
loyalty rewards. The model is particularly appealing for high-value purchases where buyers want both
Page 189 of 465digital ease and physical verification. Over the next 3- 5 years, omnichannel retail is expected to become
the dominant model in India’s organized jewellery market.
Direct-to-Consumer (D2C) & Social Commerce: Independent designers and emerging D2C brands are
increasingly using Instagram, WhatsApp, and boutique websites to connect directly with customers. These
players focus on contemporary, customizable, and trend-driven jewellery collections, resonating with
millennials and Gen Z audiences. Social media influencers and content marketing are key drivers of this
channel’s growth. Many D2C jewelers operate with lean business models, offering competitive pricing and
exclusive limited-edition designs. The personalization factor and community-driven engagement make
this channel unique. While currently niche compared to large, organized chains, the segment is growing
quickly and is expected to expand strongly in the premium fashion and light jewellery categories.
Duty-Free & International Retail Outlets: Duty-free jewellery stores at airports and branded international
outlets cater primarily to high-income travelers and Non-Resident Indians (NRIs). These outlets often
specialize in luxury diamond jewellery, platinum collections, and premium branded products. They benefit
from reduced import duties, offering competitive pricing compared to domestic markets. Many global
luxury jewellery brands also use this channel to target India’s affluent diaspora. Increasing international
travel by Indian consumers is boosting the relevance of this retail format. Though a niche contributor in
terms of domestic volume, it strengthens India’s positioning in the global luxury jewellery landscape and
expands brand exposure abroad.
IMPACT OF E-COMMERCE CHANNEL
Over the past decade, India’s gold retailing landscape has undergone a significant transformation with the
rise of e-commerce channels. Traditionally dominated by offline retailers and family jewelers, the sector
has opened to online platforms like CaratLane, Bluestone, Melorra, and even large players such as Tanishq
integrating digital stores into their sales models. These platforms have made certified gold and diamond
jewellery accessible with greater transparency in pricing, product details, and authentication, reducing
the information gap that long existed in the industry.
The convenience factor has played a major role in the adoption of online channels. Consumers today can
browse thousands of designs, compare prices, and even opt for “try-at-home” services, which allow them
to physically see the Jewellery before buying. Secure digital payment options, EMI schemes, and
transparent certification have further boosted confidence in purchasing gold online. E-commerce has not
only changed the way Jewellery is purchased but also expanded its reach to consumers in smaller cities
and towns where branded offline stores may not be present.
Another critical driver has been the digitally savvy younger generation, particularly millennials and Gen Z,
who are increasingly comfortable with online shopping and prefer lighter, trendier Jewellery pieces suited
for everyday wear. Online retailers have adapted by offering contemporary designs, subscription-based
Jewellery plans, and personalized shopping experiences through AI-driven recommendations.
Furthermore, the COVID-19 pandemic accelerated digital adoption, as restrictions on physical shopping
compelled consumers and retailers alike to embrace online channels as a safe and efficient alternative.
Greater Transparency in Pricing and Certification
E-commerce has brought unprecedented transparency to gold retailing in India by standardizing pricing
and making live gold rates visible to all buyers. Unlike traditional practices where bargaining and hidden
charges were common, online platforms clearly outline costs, taxes, and making charges. Certification,
such as BIS hallmarking and diamond grading by GIA, has become integral to online purchases, ensuring
authenticity and purity. This shift has compelled offline Jewelers to adopt similar transparency and
certification practices to retain credibility, thereby raising accountability across the industry.
Expansion of Consumer Reach Beyond Metro Cities
The rise of online Jewellery platforms has allowed retailers to extend their reach beyond metropolitan
Page 190 of 465markets, tapping into tier-2 and tier-3 cities without requiring physical stores. Customers in smaller towns
now have access to a wide variety of certified designs through digital catalogues, something previously
limited by local inventory. Features such as insured delivery, cash-on-delivery, and easy return policies
have further enhanced trust and adoption in these regions. As a result, branded Jewellery has become
more accessible and inclusive, broadening the overall consumer base in India’s gold retail market.
Shift Toward Lightweight and Contemporary Jewelry
E-commerce has reshaped consumer preferences by popularizing lightweight, fashion-oriented Jewellery
suited for daily wear rather than only for traditional or ceremonial use. Online platforms often highlight
collections in 14K or 18K gold, making Jewellery more affordable and lifestyle driven. Younger consumers,
especially millennials and Gen Z, are increasingly choosing trendy, customizable designs promoted online
over conventional heavy ornaments. This trend has also influenced offline retailers, who are expanding
their portfolios to include contemporary styles, showing how online retail is driving broader design
innovation in the industry.
Rise of Omnichannel Retail Models
The growth of e-commerce has pushed traditional Jewellery chains to adopt omnichannel strategies that
combine digital convenience with physical trust. Brands like Tanishq and Malabar now allow customers
to browse designs online, schedule home trials, or book in-store visits for final purchases. Virtual
consultations and digital catalogues have further enriched the shopping journey, giving buyers more
flexibility. By integrating customer data across channels, retailers can personalize offers and strengthen
loyalty, making omnichannel retail the preferred model for the future of gold buying in India.
Increased Competition and Consumer Empowerment
E-commerce has intensified competition in India’s gold retail sector by giving consumers easy access to
multiple brands and price points in one place. Shoppers can now compare designs, certifications, and
costs instantly, giving them greater bargaining power and reducing the reliance on a single jeweler. The
rise of direct-to-consumer (D2C) brands has further diversified offerings, pushing established retailers to
innovate with better services, loyalty programs, and competitive pricing. Ultimately, this competition
benefits consumers by improving quality, affordability, and overall shopping experience.
Boost to Formalization of the Jewelry Industry
The online gold retail ecosystem has accelerated the formalization of India’s Jewellery sector by making
certification and hallmarking a standard requirement. Consumers are increasingly aware of purity and
demand certified products, reducing the dominance of unorganized, uncertified local Jewelers. Online
platforms’ compliance-driven approach aligns closely with government policies, such as mandatory
hallmarking, thereby improving industry transparency. Over time, this shift is expected to bring more
players into the organized sector, strengthening regulation and boosting confidence among both
domestic and international buyers.
KEY CHALLENGES
Price Volatility
Gold prices in India are highly sensitive to global economic conditions, currency fluctuations, and
geopolitical tensions, making them prone to frequent volatility. For consumers, sudden spikes in prices
often lead to deferred purchases, especially for wedding or investment purposes. On the retailer side,
volatile prices complicate inventory planning and can result in losses if jewellery is procured at higher
costs and sold during downward cycles. Price uncertainty also affects consumer sentiment, as many
households’ view gold as both an ornament and an investment. While hedging tools and government
initiatives like Sovereign Gold Bonds provide some stability, retail demand remains strongly linked to
short-term price trends. This challenge requires retailers to balance stock management, pricing strategies,
and promotions to sustain sales during unpredictable market conditions.
Page 191 of 465Supply Chain Disruptions
The Jewellery industry is heavily dependent on complex supply chains that involve gold imports, refining,
crafting, and distribution across markets. Disruptions caused by global trade restrictions, shipping delays,
or sudden policy changes such as import duty hikes can significantly impact availability and pricing.
Domestic challenges like strikes, logistical bottlenecks, or hallmarking delays further strain the flow of
goods. Events such as the COVID-19 pandemic highlighted the sector’s vulnerability, with extended
lockdowns halting both manufacturing and retail activity. Limited access to raw materials often leads to
increased costs for retailers and fewer choices for consumers. Strengthening supply chain resilience,
diversifying sourcing, and investing in technology-driven logistics have become critical for mitigating such
risks in the long run.
Changing Consumer Preferences
Indian consumers, particularly younger generations, are increasingly moving away from heavy, traditional
Jewellery towards lightweight, contemporary, and even lab-grown alternatives. This shift in preference
has created challenges for traditional Jewelers who primarily catered to wedding and ceremonial markets.
Additionally, digital-savvy buyers demand omnichannel experiences, personalized designs, and complete
price transparency, which smaller unorganized players often struggle to provide. The growing interest in
ethical and sustainable Jewellery, including lab-grown diamonds, also disrupts conventional demand
patterns. Retailers must constantly adapt by innovating designs, updating collections, and investing in
digital channels to stay relevant. Failure to respond quickly risks losing market share to newer, more agile
players that better align with changing consumer expectations.
Competition
The Indian gems and Jewellery sector are intensely competitive, with unorganized local Jewelers, large
established brands, and emerging e-commerce/D2C players all vying for consumer attention. Traditional
Jewelers rely on generational trust and personal relationships, while organized chains leverage branding,
certifications, and transparent pricing to win customers. Meanwhile, online retailers and social commerce
platforms are attracting younger buyers through convenience, trendy designs, and competitive pricing.
This multi-front competition makes customer retention increasingly difficult, forcing retailers to
differentiate through innovation, loyalty programs, and superior service. Price wars and aggressive
promotions further squeeze margins, especially for smaller players. The challenge lies in balancing brand
identity with evolving consumer expectations while maintaining profitability in an increasingly crowded
market.
Competitive Landscape
The Indian gems and jewellery industry is highly fragmented, with the market historically dominated by a
vast network of small family-run jewelers and artisans spread across urban and rural regions. These
unorganized players account for a large share of retail sales, particularly in gold jewellery, where trust-
based relationships and generational loyalty continue to drive customer engagement. Their strength lies
in customized designs, traditional craftsmanship, and competitive pricing. However, the lack of
hallmarking, certification, and transparent billing has gradually eroded their dominance, especially in
urban centres where customers are increasingly shifting towards branded, organized retailers.
Organized jewellery chains have emerged as strong competitors in recent years, reshaping the industry
structure. Leading brands such as Tanishq (Titan Company), Kalyan Jewelers, Malabar Gold & Diamonds,
PC Jeweler, and Senco Gold & Diamonds have expanded their footprint across metros and tier-2 cities.
These companies differentiate themselves through hallmark-certified products, transparent pricing,
buyback guarantees, and modern retail experiences. Heavy investment in advertising, brand building, and
celebrity endorsements has further strengthened their market position. Their focus on both wedding
jewellery and lightweight daily wear collections allows them to appeal to a wide consumer base, including
millennials and Gen Z.
The growing role of e-commerce and digital-first players has introduced a new dimension to competition.
Page 192 of 465Companies like CaratLane, Bluestone, and Melorra have disrupted the market by targeting tech-savvy
buyers with contemporary, lightweight, and affordable jewellery collections. By leveraging virtual try-ons,
AI-driven recommendations, and home trial services, these platforms provide convenience and
transparency that traditional stores often lack. E-commerce has also enabled brands to penetrate tier-2
and tier-3 cities without physical presence, expanding their consumer base. The rising popularity of online
jewellery shopping has pushed even established offline chains to adopt omnichannel strategies, blending
physical trust with digital convenience.
Another emerging competitive force is the lab-grown diamond (LGD) segment, which is witnessing rapid
growth. With rising awareness of sustainability and affordability, LGDs are increasingly being positioned
as an alternative to mined diamonds. Indian companies are investing in this category both for domestic
retail and export markets, with government support through reduced duties and R&D initiatives. This sub-
segment has opened opportunities for new entrants and created fresh competition for established
diamond jewelers. The diversification of product offerings is pushing the industry towards innovation in
design, marketing, and positioning.
On the global front, India faces competition from international luxury jewellery brands such as Cartier,
Tiffany & Co., and Swarovski, which target high-income and aspirational consumers in urban markets.
While their share remains, niche compared to domestic players, these brands bring strong global recall
and premium positioning. Additionally, duty-free outlets and international retail hubs are competing for
the spending of Indian travelers and NRIs, offering luxury jewellery at competitive prices. This adds further
complexity to the competitive landscape as Indian consumers become more exposed to global brands and
tastes.
Overall, the Indian gems and jewellery industry is transitioning from a fragmented, unorganized market
to a more structured and branded ecosystem. Organized chains and digital platforms are steadily gaining
market share, supported by government policies on hallmarking, FDI, and trade facilitation. However,
traditional jewelers continue to retain strongholds in rural and semi-urban regions. Competition is
intensifying across formats offline, online, and hybrid driving innovation in product design, retail models,
and customer engagement. In the coming years, the industry is expected to consolidate further, with
organized players and digital-first brands emerging as dominant forces.
FACTORS IMPACTING COMPETITION
The Indian gems and jewellery retail market is highly competitive and fragmented, with unorganized
jewelers still dominating in terms of numbers, especially in rural and semi-urban regions. These traditional
players thrive on personalized relationships, local reputation, and trust built over generations. However,
their limited ability to offer certification, transparent pricing, or large-scale branding puts them at a
disadvantage compared to emerging organized formats.
Organized jewellery chains such as Tanishq, Malabar, and Kalyan have become increasingly influential by
offering hallmark-certified products, consistent designs, and strong after-sales policies. Their ability to
scale operations, standardize quality, and expand into tier-2 and tier-3 markets has allowed them to
steadily capture market share. These players also leverage branding, store experience, and marketing
campaigns to appeal to aspirational and younger customers, setting new benchmarks for professionalism
and transparency in the sector.
A new layer of competition has emerged from e-commerce jewelers like CaratLane and Bluestone, who
have disrupted the market with digital-first models. By offering lightweight designs, home trials, and
virtual try-on features, they appeal strongly to millennials and Gen Z consumers. This digital push has also
forced traditional and organized jewelers to adopt omnichannel strategies to remain competitive.
Alongside, niche competition from international luxury brands is adding pressure in premium segments,
making the retail environment a multi-dimensional and rapidly evolving competitive landscape.
Page 193 of 465Overall, the nature of competition in India’s gems and jewellery retailing is fragmented yet consolidating,
as the balance shifts from traditional unorganized players towards organized chains and digital platforms.
Competitive intensity is being shaped not only by pricing and trust but also by certification, design
innovation, customer experience, and technology integration. This transition reflects a broader industry
trend where formalization, regulatory support, and evolving consumer preferences are creating new
winners while gradually reducing the dominance of legacy informal networks.
Regulatory Environment
Government regulations such as mandatory BIS hallmarking, import duties on gold, and Goods & Services
Tax (GST) directly shape competition by increasing compliance requirements. Hallmarking boosts
consumer confidence in organized players while challenging unorganized Jewelers who lack
standardization. Duty changes on imports also impact pricing competitiveness between retailers.
Increasingly strict regulations are pushing consolidation, benefitting organized chains and digital
platforms that can easily comply.
Digital & Technology Adoption
Digital transformation is reshaping the retail scenario, with e-commerce, virtual try-ons, and AI-powered
product recommendations gaining popularity. Technology enables omnichannel strategies, giving
consumers a seamless online-offline experience. Smaller Jewelers often lag in adopting these tools, giving
organized and digital-first brands a competitive edge. Over time, technology will become a key
differentiator in customer engagement and retention.
Changing Consumer Preferences
Consumer demand is shifting from traditional heavy Jewellery towards lightweight, trendy, and
customized pieces that suit modern lifestyles. Younger generations are also showing interest in
sustainable options like lab-grown diamonds. This change in demand is challenging retailers to
continuously update collections, invest in design innovation, and cater to evolving tastes. Players who fail
to adapt risk losing relevance in a highly dynamic market.
Price Sensitivity and Volatility
Gold prices are highly volatile due to global and domestic factors, which affects both consumers buying
behavior and retailer competitiveness. During price surges, consumers delay purchases, while organized
retailers often have better mechanisms to hedge against volatility compared to small players. Price
transparency in online platforms further intensifies competition, forcing retailers to maintain competitive
pricing while safeguarding margins.
Branding and Consumer Trust
Trust has traditionally been the cornerstone of Jewellery retail, but in today’s market, branding plays an
equally vital role. Organized retailers invest heavily in marketing, celebrity endorsements, and store
experiences to strengthen their positioning. In contrast, unorganized players rely on local community
trust. Competition now hinges on who can combine credibility with strong brand appeal, especially among
aspirational and younger buyers.
E-Commerce & Omnichannel Models
The rise of online jeweler retailing has intensified competition by giving consumers wider choices and
price comparisons at their fingertips. Platforms offering flexible payment plans, home trials, and return
policies are raising customer expectations. Traditional players adopting omnichannel models are better
placed to retain relevance. In contrast, smaller offline Jewelers face challenges in competing with these
services, increasing competitive pressure.
Global Competition and Exports
Global Jewellery brands such as Cartier and Tiffany are competing in India’s luxury segment, targeting
high-income consumers. Simultaneously, India’s prominence as a global hub for diamond cutting and
polishing brings international players into the domestic space. Trade agreements and duty structures
Page 194 of 465further impact competitiveness between local and foreign players. This global exposure is driving Indian
retailers to enhance product design, quality, and branding standards to stay competitive.
ADVIT JEWELS LIMITED
Overview
Founded in 2019, in city of Jaipur, Advit Jewels brings the distinguished traditional jewellery roots which
spans over 100 years. The business was incorporated with the association of brand “Rambhajo” which
was established in 1921 by Shri Kishan Gilara as a local brokerage and trading venture in jewellery
segment. The brand grew over time with growing customer base and business and hence the trademark
of the company has been “Rambhajo”. The brand nurtured and built by over four generations and has
curated the traditional Kundan and Polki jewellery. The company manufactures and sells traditional and
contemporary jewellery made mostly with gold, diamonds and coloured stones. Advit Jewels is driven by
a mission to create fine jewellery sourcing ethically and conveys its motto of “Heritage is our foundation,
innovation is how we honor it,” reinforcing its commitment to traditional roots and future oriented
business.
The company creates jewelry using traditional craftsmanship methods while incorporating modern design
elements to reflect both contemporary style and cultural heritage. Its core strength lies in innovative
designs and customization based on consumer preferences.
Product offerings
The offerings of the company include Necklaces, Earrings, Finger Rings, Bangles, Brooch, Nath and
customized jewellery pieces. The jewellery pieces range from bridal collection to every day wear luxury
pieces made with 14 carat and 18 carat gold as per customer choices. The products manufactured are
catered to B2B (i.e. Business to Business) such as dealers, showrooms and jewellery retailers and B2C (i.e
Business to customers), mostly created on order basis by consumers.
Advit Jewels has a centralized production process and follows the safety and standards in manufacturing
ensured by the Quality control and quality assurance team. The movement of precious materials are
surveilled by security ream. The company currently employs 46 artisans who produce the luxury piece of
jewelries. To cater to excess demand, Advit Jewels also has a network of external team of artisans who
are outsourced to the task of manufacturing the ordered jewellery pieces.
The company believes in protecting its unique designs and does not make the designs public on websites
or other platforms. To cater to prospective customers, they offer private consultations, so as to get a
previe of the collection in order to book customized designs. The pieces of jewellery ordered to make
usually take about 25 to 30 days to be created by artisans.
Leadership
Advit jewels has been led by about four generations of leaders from the Gilara family. The current
leadership includes Nitin Gilara, Prateek Gilara, and Vipul Gilara. Mr Nitin Gilara handles the jewellery
retail and management whereas Vipul and Prateek manage the customer relation, supply chain and
expand the business and explore opportunities.
Manufacturing Capabilities
The company manufactures jewellery pieces in its leased facility in Jaipur maintained by them. The facility
is equipped with modern machines such as 3D printers, casting units and polishing machines. The entire
jewellery manufacturing process starting from melting, sheet and chain making, stone setting, polishing,
and quality inspection is conducted in-house.
Page 195 of 465Particulars For the period ended
FY 2024-25 FY 2023-24 FY 2022-23
on December 31, 2025
Annual Capacity Installed (in Kg.) 400.00 400.00 400.00 400.00
Actual production (in kg.) 86.308 183.438 172.072 88.654
Capacity Utilisation (%) 21.58% 45.86% 43.02% 22.16%
Total Quantity Sold (in kg) 189.576 239.63 187.62 141.15
Manufacturing Process
KEY STRENGTHS
Blend of traditional and Modern Manufacturing process
The company’s manufacturing facility combines traditional craftsmanship with cutting-edge technology
to produce handcrafted Kundan and Polki jewellery efficiently. It also utilizes advanced equipment such
as laser cutting and engraving systems, casting units, progressive and hydraulic press dyes, and 3D printing
capabilities. These modern machines are used to transform intricate CAD designs into desired pieces of
jewellery in the same facility. This centralized production model allows the company to manage the entire
process in-house, ensuring greater operational efficiency, stringent quality control, enhanced security,
and optimized costs. Advit jewelers’ manufacturing process of handcrafted jewellery is supported by a
large team of skilled artisans and designers.
Diversified product offerings across various customer segments
The product collection includes Antique, Bridal, Traditional, Contemporary, and Fusion styles, spanning
various price ranges, occasions, and age groups. The skilled artisans, designers the company is capable of
creating unique collections that appeal to various customers. The in-house manufacturing and inventory
systems supports the management of wide range of ready-to-sell products for wholesale buyers, enable
supply repeat orders, and thus build better B2B relationships. The product development process of the
company is based on the customer needs and market demand which is helping the company stay relevant
and increase its revenue.
Robust Operational Systems and Risk Mitigation Framework
The business of Advit Jewels is built on internal systems that ensure consistency, compliance, and
protection against risks in all areas of operation. Gold is sourced only from authorized bullion suppliers
and the security measures protecting it includes 24/7 CCTV surveillance, burglar alarms, fire safety
systems, secure storage rooms, and trained security staff. The company also has comprehensive insurance
coverage, including protection against theft, terrorism, and natural disasters, to safeguard our operations
and assets.
Page 196 of 465Experienced Leadership
The business is led by promoters with over 20 years of experience in the gold and jewellery industry. Their
understanding of the market and vision have helped shape a brand that is focused on customer needs
and the trust thus developed. The management team is supported by a skilled senior management team
with expertise in design, operations, marketing, and finance. The board of directors ensures good
governance and long-term planning for functioning of the company. Together, the leadership team brings
the right mix of vision, operational strength, and financial expertise which is key to driving the steady
growth in the market.
Commitment to Quality
Quality offered for all the various products stands similar and is scrutinized to meet standards. The
jewellery pieces crafted are checked to ensurefor overall quality by the inhouse Quality team to ensure
consistency of the finish delivered by the company. The focus on quality control and assurance by the
company has helped build customer trust, support premium brand image, and reputation in the long run
.
PEER COMPANIES PROFILING
Name Profile
Radhika Jeweltech Limited Radhika Jeweltech Limited was incorporated in 2016 and is based in
Rajkot, Gujarat. The company is engaged in the retail of jewelry
made from gold, diamond, and precious stones, with a focus on
wedding and festive categories.
The company operates a large-format showroom in Rajkot, catering
to customers across jewelry segments and price ranges. Its product
mix includes both standardized designs and customized pieces
created for specific requirements.
The company’s business model is primarily retail-driven, supported
by design development and sourcing functions. It has positioned
itself as a regional player with emphasis on scale and showroom-led
operations.
Radhika Jeweltech Limited was listed on the BSE SME platform on
27th September 2016
Bluestone Jewelers & Lifestyle Bluestone Jewelers Limited was incorporated in 2011 in Bangalore,
Limited Karnataka as an e-commerce portal for fine jewelry. It retails jewelry
made from gold, diamond, platinum, silver, and precious stones. Its
offerings span festive, office wear and daily-wear jewelry.
The company has built a wide retail network stores of 306 across
India and is gradually expanding. They selI 18k and 22k jewelry and
at affordable prices and offer variety of collections. It offers jewelry
certified by GSI, IGI and SGL.
RBZ Jewelers Limited RBZ Jewelers Limited has an experience of 15 years and was a part
of sole proprietorship tilted ‘M/s. Rajubhai Bababhai Zaveri’ in the
year 2004. To begin business as a corporate entity, the firm was
incorporated as RBZ Jewellers Pvt Ltd in 2008. They are
manufacturers of gold ornaments and are specialized in Antique
gold jewelry and distribute to various retailers with stores across the
country. They manufacture jewelry on a wholesale scale at their
factory situated in Ahmedabad, Gujarat spanning 23966 sq.m. Their
retail showroom in Ahmedabad of area 11,667 sq. ft. Their customer
base includes national, regional and local family jewelers located
Page 197 of 465Name Profile
across 19 States and 72 cities within India.
The company exports jewelry to Middle Eastern Region. They
manufacture the jewelery pieces through modern and traditional
artisans and employ about 185 artisans.
Financial KPI Benchmarking
Advit Jewels Limited Radhika Jeweltech Limited
For the As at end of the Fiscal For the As at end of the Fiscal
period period
Particular Unit
ended on ended on
2025 2024 2023 2025 2024 2023
December December
31, 2025 31, 2025
Revenue From Operations ₹ in Lakhs 12,379.01 12,493.73 6,945.25 4,660.48 44,577.76 58,778.71 54,406.49 31,272.85
Growth in Revenue Operations in % -0.92% 79.91% 49.01% - -24.16% 8.04% 73.97% -
Gross Profit in Lakhs 4,221.02 4,109.16 1,974.45 1,305.45 10,697.18 11,130.21 9,083.29 5,704.38
Gross Profit Margin in (%) 34.10% 32.89% 28.43% 28.01% 24.00% 18.94% 16.70% 18.24%
EBITDA ₹ in Lakhs 3,667.61 3,714.67 1,895.17 1,277.43 9,279.28 8,922.44 7009.27 4082.15
EBITDA Margin in % 29.63% 29.73% 27.29% 27.41% 20.82% 15.18% 12.88% 13.05%
PAT ₹ in Lakhs 2,544.24 2,536.71 1,471.04 1,038.98 6,725.63 6,010.68 4,953.48 2,965.97
PAT Margin in % 20.55% 20.30% 21.18% 22.29% 15.09% 10.23% 9.10% 9.48%
Return on Equity (ROE) in % 35.89% 55.79% 57.82% 80.51% NA 20.46% 20.62% 14.72%
Return on Capital Employed (ROCE) in % 24.09% 27.48% 35.41% 53.02% NA 24.02% 22.00% 16.49%
Net working Capital Days in Days 221 159 165 140 NA 199 176 242
Operating Cash Flows ₹ in Lakhs 1,782.96 (3,697.69) (1,049.33) (277.25) NA 1656.55 (2,584.88) (2,395.09)
Earnings per Share (adjusted after bonus
issue)
- Basic in ₹ 7.95 7.92 4.60 3.25 5.7 5.09 4.20 2.52
- Diluted in ₹ 7.95 7.92 4.60 3.25 5.7 5.09 4.20 2.52
Operating Profit before Working Capital
₹ in Lakhs 3,677.30 3,711.09 1,897.57 1,280.39 NA 8,937.26 7,158.66 4,115.28
Changes
Current Ratio in Times 2.08 1.76 1.93 2.66 NA 8.30 6.70 7.29
NAV per Equity Share (adjusted after bonus) in ₹ - 18.16 10.25 5.65 NA 27.34 22.45 18.25
Net Worth ₹ in Lakhs 8,365.16 5,813.42 3,280.29 1,807.82 NA 32,265.29 26,490.61 21,537.14
Return on Net Worth in % 30.41% 43.64% 44.84% 57.47% NA 18.63% 18.70% 13.79%
RBZ Limited Bluestone Jewelery Limited
For the As at end of the Fiscal For the As at end of the Fiscal
Particular Unit period ended period ended
on December Fiscal 2025 Fiscal 2024 Fiscal 2023 on December Fiscal 2025 Fiscal 2024 Fiscal 2023
31, 2025 31, 2025
Revenue From Operations ₹ in Lakhs 44,699.66 53,014.85 32,742.39 28,792.78 1,75,357.00 1,77,000.20 1,26,583.90 77,072.60
Growth in Revenue Operations in % -15.68% 61.91% 13.72% - -0.01 39.83% 64.24% -
Gross Profit in Lakhs 11,382.64 9,118.29 5,529.57 5,232.81 74,324.10 67,151.30 51,149.80 24,560.50
Gross Profit Margin in (%) 25.46% 17.20% 16.89% 18.17% 42.38% 37.94% 40.41% 31.87%
EBITDA ₹ in Lakhs 7,071.26 6,429.03 3,847.94 3,776.36 26,596.00 7,588.50 5,304.90 (5,603.30)
EBITDA Margin in % 15.82% 12.13% 11.75% 13.12% 15.17% 4.29% 4.19% (7.27%)
PAT ₹ in Lakhs 4311.65 3,885.86 2,161.02 2,243.52 -1,044.20 (21,921.40) (14,223.6) (16,724.40)
PAT Margin in % 9.65% 7.33% 6.60% 7.79% -0.60% (12.38%) (11.24%) (21.70%)
Return on Equity in % NA 17.15% 14.38% 27.49% NA (34.00%) (94.09%) (18.00%)
Return on Capital Employed (ROCE) in % NA 18.61% 13.64% 20.08% NA (0.95%) (0.95%) (118.00%)
Net working Capital Days in Days NA 149 223 116 NA (105) (26) (31)
Operating Cash Flows ₹ in Lakhs NA (1492.45) (4,821.46) (1,122.74) NA (66,484.10) (18,116.40) (2,713.50)
Earnings per Share (adjusted after bonus
issue)
Basic in ₹ 10.78 9.70 5.39 7.44 -0.96 (78.86) (8.36) (92.14)
Diluted in ₹ 10.78 9.70 5.39 7.44 -0.96 (78.86) (78.36) (92.14)
Operating Profit before Working Capital
₹ in Lakhs NA 6,503.31 3,869.15 3,775.87 NA 12,723.80 8,181.80 (3,005.20)
Changes
Current Ratio in Times NA 3.15 4.61 2.02 NA 1.24 0.94 0.92
NAV per Equity Share (adjusted after
in ₹ NA 61.26 51.87 30.82 NA 363.96 143.48 (96.88)
bonus)
Net Worth ₹ in Lakhs NA 24,504.18 20,749.22 9,246.77 NA 91,334.40 37,417.20 (7,182.60)
Return on Net Worth in % NA 15.83% 10.40% 24.15% NA (24.00%) (38.01%) 232.85%
(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements.
(2) Growth in Revenue from Operations (%) is calculated as a percentage of Revenue from Operations of the relevant year minus Revenue from Operations of
the preceding year, divided by Revenue from Operations of the preceding year.
(3) Gross Profit is calculated as Revenue from Operations less Cost of Goods Sold.
(4) Gross Profit Margin (%) is calculated as Gross Profit divided by Revenue from Operations.
Page 198 of 465(5) EBITDA is calculated as profit for the period/year, plus tax expenses (consisting of current tax, deferred tax and current taxes relating to earlier years),
Finance costs and depreciation and amortization expenses and minus other income.
(6) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations.
(7) Profit After Tax Means Profits for the period/year as appearing in the Restated Financial Statements.
(8) PAT Margin (%) is calculated as Profits for the period/year as a percentage of Revenue from Operations.
(9) ROE (Return on Equity) (%) is calculated as net profit after tax (PAT) for the period/year divided by Average Shareholder Equity.
(10) ROCE (Return on Capital Employed) (%) is calculated as earnings before interest and taxes divided by capital employed.
(11) Net Fixed Asset Turnover is calculated as Net Turnover divided by Fixed Assets which consists of property, equipment and Intangible Assets.
(12) Net Working Capital Days are calculated as working capital (current assets minus current liabilities) as at the end of the year divided by revenue from
operations multiplied by number of days in a year.
(13) Operating cash flows means net cash generated from operating activities as mentioned in the Restated Financial Statements.
(14) Earnings per Share (Basic) is calculated as defined in Ind As-33 issued by ICAI.
(15) Earnings per Share (Diluted) is calculated as defined in Ind As-33 issued by ICAI.
(16) Operating Profit before Working Capital Changes means cash generated before change of working capital adjustments.
(17) Current Ratio is calculated as current assets divided by current liabilities.
(18) NAV per Equity Share is calculated as Equity attributable to equity holders of the Company divided by weighted average number of shares outstanding at
the end of period/year.
(19) Net Worth means Equity attributable to equity holders of the Company as mentioned in the Restated Financial Statements.
(20) Return on Net Worth is calculated as restated profit for the period/year attributable to the parent divided by net worth
**All the information for listed industry peers mentioned above is on a standalone basis and is sourced from their respective audited/unaudited financial results
and/or annual report.
*The financial data presented in the above table is added as per the data provided by the client and is not vetted by D&B.
Page 199 of 465OUR BUSINESS
Some of the information in the following discussion, including information with respect to our plans and
strategies, contains forward-looking statements that involve risks and uncertainties. You should read
“Forward-Looking Statements” on page 23-24 for a discussion of the risks and uncertainties related to
those statements. Our actual results may differ materially from those expressed in or implied by these
forward-looking statements. Also read “Risk Factors”, “Objects of the Issue”, “Restated Financial
Information “and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 25, 111, 265 and 326 respectively for a discussion of certain factors that
may affect our business, financial condition or results of operations.
Our Company’s Financial Year commences on April 1 and ends on March 31 of the immediately subsequent
year, and references to a particular Financial Year are to the 12 months ended on March 31 of that
particular year. In this Red Herring Prospectus, we have included various operational and financial
performance indicators, some of which may not be derived from our Restated Financial Information. The
manner in which such operational and financial performance indicators are calculated and presented,
along with the assumptions and estimates used in such calculations, may vary from those used by other
companies in India and other jurisdictions. Investors are accordingly cautioned against placing undue
reliance on such information when making an investment decision. They should consult their own advisors
and evaluate such information in the context of the Restated Financial Information and other information
relating to our business and operations included in this Red Herring Prospectus.
Unless otherwise indicated or the context otherwise requires, the financial information included herein is
derived from the Restated Financial Information for the period ended on December 31, 2025 and for the
Fiscal years ended on March 31, 2025, 2024 and 2023. For further information, see the chapter titled
“Restated Financial Information” beginning on page 265.
Unless the context otherwise requires, in this section, references to “we”, “us”, “our”, “the Company” or
“our Company” refers to Advit Jewels Limited.
The industry-related information contained in this section is derived from the D&B Report titled “Report
on Gems and Jewellery Sector in India” dated May 14, 2026, which is commissioned and paid for by our
Company in connection with the Issue. For further details and risks in relation to the commissioned report,
see “Risk Factors No. 57 – Certain sections of this Red Herring Prospectus disclose information from the
industry report which has been commissioned and paid for by us exclusively in connection with the Issue
and any reliance on such information for making an investment decision in the Issue is subject to
inherent risks.” on page 66.
OVERVIEW
Based in the heart of India's gemstone and jewellery hub Jaipur, Rajasthan, our company is a manufacturer
and seller of traditional and contemporary handcrafted fine jewellery, specializing in Kundan, Polki,
Diamond and Studded pieces. Our brand name “Rambhajo” finds its roots in a jewellery business
established in 1921 by Late Shri Kishan Gilara in Jaipur. He started Rambhajo as a local brokerage and
trading venture in the jewellery market. The brand name evolved steadily into a well-known brand in the
jewellery manufacturing and retail space in Jaipur, Rajasthan. In order to carry on the business in a
corporate structure, our Company was incorporated as a private limited Company in the year in 2019, to
carry forward the legacy of Rambhajo brand and our craftmanship spanning more than 100 years. Along
with the experience of our promoters, we continue to uphold the tradition of fine jewellery while
operating under the brand “Rambhajo since 1921”.
With our expertise in craftsmanship and a keen understanding of changing customer tastes, we blend
traditional methods with contemporary designs to create jewellery that feels both timeless and relevant.
Our pieces are crafted using handmade techniques, but we also incorporate modern design elements,
Page 200 of 465ensuring each item is not only beautiful but also reflects a rich cultural heritage. The result is jewellery
that is elegant, meaningful and appeals to both classic and modern sensibilities.
Our core strength lies in design innovation and customization, offering clients the flexibility to tailor
jewellery according to specific tastes, cultural significances and market trends. From bridal collections to
everyday luxury pieces, our offerings cater to a diverse clientele across Indian markets. With a
commitment to quality, authenticity and customer satisfaction, we ensure that each piece we create
reflects meticulous craftsmanship, carefully sourced materials and a deep understanding of heritage
artistry.
Our offerings include necklaces, earrings, rings, bangles and customized jewellery pieces. We work
primarily with gold, diamond polki, and coloured stones and are known for our work in Kundan and Polki.
We do innovation and designing every day by blending different art forms from different locations in the
world. Our every design is unique and is not repeated. Our products are designed in both 14 Carat and
18 Carat gold depending on our customer preferences. We largely operate on a B2B model, serving
dealers, showrooms and jewellery retailers. At the same time, we do cater to B2C customers for exclusive,
made-to-order pieces.
Our manufacturing unit is located at Jaipur having built up area of 6,450 sq. ft. and operated on a leased
premises fully maintained by our Company. The facility follows strict safety standards and is fully equipped
with modern machines such as 3D printers, casting units and polishing machines. The setup is designed
to handle the complete production cycle under one roof right from raw gold processing to the final
finishing of the product. We have been growing over the years to cater to increase in volumes and demand
for our products and currently our flagship store in Jaipur, Rajasthan is under-construction.
By centralizing the entire production process under one roof, we ensure operational efficiency, quality
control and shorter lead times. This setup also enhances security by limiting the movement of precious
materials and enables more effective cost management helping us offer competitive pricing while
maintaining healthier margins. The entire jewellery manufacturing process starting from melting, sheet
and chain making, stone setting, polishing, and quality inspection is conducted in-house. A part of our
workforce comprises skilled artisans, and each piece goes through multiple levels of inspection. Our
typical turnaround time for customized or high-value orders ranges from 25 to 30 days.
Our jewellery is a 100% handmade jewellery. Our artisans are also trained since generations to create
jewellery that we manufacture. Our forte of blending artwork is only possible due to these skilful artisans
who know how to amalgamate different art forms following our aesthetical designs. These artisans, well-
trained in traditional and modern techniques, form the backbone of our production. Despite the increase
in the gold prices in 2025, we have managed to boost our revenue in quantitative terms by achieving an
overall volume growth of 38.92% in Fiscal 2025 compared with Fiscal 2023.
Our commitment to quality is reflected in our Quality Control (QC) and Quality Assurance (QA) teams,
which are integral to every step of our process. With a dedicated team of 3 personnel for quality control,
we rigorously monitor quality parameters such as design accuracy, gold purity, polishing finish, and
product dimensions. Every piece undergoes multiple levels of inspection, and the final product is only
dispatched after receiving approval from our QC supervisor. This diligent oversight ensures we meet and
exceed client expectations consistently, upholding both our reputation and commitment to
craftsmanship.
Kundan Polki Jewellery is renowned for its intricate craftsmanship and timeless elegance. This traditional
technique, which combines the artistry of setting uncut diamonds with detailed gold work, is labour-
intensive but produces unique and exquisite pieces. To protect the uniqueness of our designs, our entire
product catalogues are not available in public or online platforms. Instead, we offer clients private
consultations and previews of our collections, where they can personalize pieces to their preferences,
from metal purity to gemstone selection and whereas much of our B2B engagement is conducted through
Page 201 of 465in-person meetings and trusted referrals, ensuring a bespoke and discreet experience. Our sector wise
revenue bifurcation is as under:
(Amount in Lakhs)
For the period ended For the year ended For the year ended For the year ended
Particulars on December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Amount %* Amount %* Amount %* Amount %*
B2B 10,201.59 82.41% 9,795.64 78.40 % 4,381.53 63.10 % 4,068.43 87.30 %
B2C 2,152.80 17.39% 2,295.11 18.37 % 2,360.37 33.99 % 591.98 12.70 %
Job Work 24.62 0.20% 402.98 3.23% 202.36 2.91% - -
TOTAL 12,379.01 100.00% 12,493.73 100.00% 6,944.26 100.00% 4,660.41 100.00%
*% of Total Revenue
Pursuant to the certificate dated May 14, 2026, received from our Statutory and Peer Review auditor, Keyur Shah & Associates,
Chartered Accountants.
Our company is guided by the leadership of our promoters who belong to a family of jewellers who have
been involved in the same business over 100 years. Our Promoters namely, Mr. Nitin Gilara, Mr. Prateek
Gilara, and Mr. Vipul Gilara bring years of experience and valuable insights in the jewellery business that
has helped steer the business forward. Mr. Nitin Gilara, with over 26 years in the jewellery industry, has
played a key role in shaping our company’s strategy and growth. His experience in jewellery retail and
management, along with his leadership in Advit Jewels and M/s Rambhajo’s, has been instrumental in our
company’s success. Mr. Prateek Gilara and Mr. Vipul Gilara focuses on improving customer relations,
managing supply chains and uses their business expertise to expand the brand’s presence and explore
new opportunities. Together, their combined experience and leadership they drive the company towards
continuous growth in the jewellery market.
The segment-wise details of our revenue based on Restated Financial Statements for the period ended on
December 31, 2025 and for the Fiscal year ended on March 31, 2025, 2024 and 2023 are as follows:
(₹ in Lakhs)
For the period For the Fiscal year For the Fiscal year For the Fiscal year
ended on December Ended on March 31, ended on March ended on March
Particulars
31, 2025 2025 31, 2024 31, 2023
Amount %* Amount %* Amount %* Amount %*
(A) Manufacturing Sales
i. Cut setted Diamond
266.54 2.15% 164.17 1.31% 187.92 2.71% - -
jewellery with Polki
ii. Gold Kundan Meena
12,075.52 97.65% 11,926.58 95.46% 6,553.98 94.38% 4,660.41 100.00%
Polki Jadau Jewellery
Total (A) 12,354.39 99.80% 12,090.75 96.77% 6,741.90 97.09% 4,660.41 100.00%
(B) Other Operating
24.62 0.20% 402.98 3.23% 202.36 2.91% - -
Income -Job Work
TOTAL (A+B) 12,379.01 100.00% 12,493.73 100.00% 6,944.26 100.00% 4,660.41 100.00%
*% of Total Revenue
Pursuant to the certificate dated May 08, 2026, received from our Statutory and Peer Review auditor, Keyur Shah & Associates, Chartered
Accountants.
The state wise revenue bifurcation of our Company for the period ended on December 31, 2025, and for
the Fiscal Years ended on March 31, 2025, 2024 and 2023 based on Restated Financial Statements is as
under:
(₹ in Lakhs)
For the period ended on For the year ended For the year ended For the year ended
Particulars December 31, 2025 March 3 1, 2025 March 31, 2024 March 31, 2023
Amount %* Amount %* Amount %* Amount %*
A. Domestic Sale
Rajasthan 4,426.73 35.76% 3,441.24 27.54% 1,395.09 20.09% 1,981.04 42.51%
Delhi 2,568.14 20.75% 943.99 7.56% 631.05 9.09% 94.21 2.02%
Maharashtra 1,382.03 11.16% 3,079.70 24.65% 1,584.78 22.82% 420.87 9.03%
Haryana 947.75 7.66% 774.41 6.20% 506.54 7.29% 45.75 0.98%
West Bengal 775.66 6.27% 748.33 5.98% 479.44 6.90% 273.65 5.87%
Punjab 721.28 5.83% 1,072.28 8.58% 386.41 5.56% 77.96 1.67%
Page 202 of 465For the period ended on For the year ended For the year ended For the year ended
Particulars December 31, 2025 March 3 1, 2025 March 31, 2024 March 31, 2023
Amount %* Amount %* Amount %* Amount %*
Gujarat 385.24 3.11% 1,000.26 8.01% 1,069.27 15.40% 1,138.36 24.43%
Uttar Pradesh 342.48 2.77% 357.49 2.86% 218.54 3.15% 80.73 1.73%
Telangana 196.90 1.59% 276.12 2.21% 121.48 1.75% 139.30 2.99%
Madhya Pradesh 117.00 0.95% 100.03 0.80% 79.48 1.14% 6.20 0.13%
Assam 112.12 0.91% 66.78 0.53% 110.65 1.59% 27.03 0.58%
Andhra Pradesh 75.23 0.61% 25.85 0.21% 39.55 0.57% - -
Karnataka 50.43 0.41% 119.83 0.96% 99.56 1.44% - -
Uttarakhand 39.77 0.32% 89.55 0.72% 57.13 0.82% 12.15 0.26%
Chandigarh 36.04 0.29% 54.38 0.44% 39.18 0.56% 44.52 0.96%
Tamil Nadu 29.75 0.24% 44.56 0.36% 88.80 1.28% 75.00 1.61%
Bihar 11.35 0.09% - - 6.83 0.11% 22.74 0.49%
Jharkhand 0.47 0.00% 10.04 0.08% - - 25.00 0.54%
Kerala - - 133.55 1.07% - - - -
Chhattisgarh - - 97.53 0.78% (51.35) (0.74%) 195.90 4.20%
Goa - - 56.73 0.45% 68.21 0.98% - -
Jammu & Kashmir - - 1.08 0.01% - - - -
Meghalaya - - - - 9.47 0.14% - -
Odisha - - - - 4.15 0.06% - -
Total Domestic
12,218.38 98.72% 12,493.73 100.00 % 6,944.26 100.00% 4,660.41 100.00%
Sale (A)
B. Export
USA 102.84 0.82% - - - - - -
Hong Kong 57.79 0.46% - - - - - -
Total Export (B) 160.63 1.28% - - - - - -
C. Other Income
Other Income 0.63 0.00% 0.74 0.00% 0.99 0.00% 0.07 0.00%
Total Revenue
12,379.64 100.00% 12,494.47 100.00% 6,945.25 100.00% 4,660.48 100.00%
(A+B+C)
*% of Total Revenue
Pursuant to the certificate dated May 05, 2026, received from our Statutory and Peer Review auditor, Keyur Shah & Associates,
Chartered Accountants.
KEY PERFORMANCE INDICATORS
The details of Financial and Operational KPIs of our Company for the period ended on December 31, 2025
and for the fiscal year ended on March 31, 2025, 2024 and 2023 are as under:
Financial KPIs as per Restated Financial Statements
(₹ in Lakhs)
For the period ended on For the Fiscal Year ended on March 31
Particulars
December 31, 2025* 2025 2024 2023
Revenue from Operations (1) (₹ in Lakhs) 12,379.01 12,493.73 6,944.26 4,660.41
Growth in Revenue from Operations (2) (%) - 79.91% 49.01% -
Gross Profit (3) (₹ in Lakhs) 4,221.02 4,109.16 1,974.45 1,305.45
Gross Profit Margin (4) (%) 34.10% 32.89% 28.43% 28.01%
EBITDA (5) (₹ in Lakhs) 3,667.61 3,714.67 1,895.17 1,277.43
EBITDA Margin (6) (%) 29.63% 29.73% 27.29% 27.41%
Profit After Tax (7) (₹ in Lakhs) 2,544.24 2,536.71 1,471.04 1,038.98
PAT Margin (8) (%) 20.55% 20.30% 21.18% 22.29%
RoE(9) (%) 35.89% 55.79% 57.82% 80.51%
RoCE (10) (%) 24.09% 27.48% 35.41% 53.02%
Net Fixed Asset Turnover (11) (In Times) 8.74 16.63 121.59 912.02
Net Working Capital Days (12) 221 159 165 140
Operating Cash Flows (13) (₹ in Lakhs) 1,782.96 (3,697.69) (1,049.33) (277.25)
Earnings per Share (adjusted after bonus
issue)
− Basic (14) 7.95 7.92 4.60 3.25
Page 203 of 465For the period ended on For the Fiscal Year ended on March 31
Particulars
December 31, 2025* 2025 2024 2023
− Diluted (15) 7.95 7.92 4.60 3.25
Operating Profit before Working Capital
Changes (16) (₹ in Lakhs) 3,677.30 3,711.09 1,897.57 1,280.39
Current Ratio (17) (In Times) 2.08 1.76 1.93 2.66
NAV per Equity Share (adjusted after bonus)
(18) 26.13 18.16 10.25 5.65
Net Worth (19) (₹ in Lakhs) 8,365.16 5,813.42 3,280.29 1,807.82
Return on Net Worth (20) (%) 30.41% 43.64% 44.84% 57.47%
*Not Annualized
Pursuant to the certificate dated May 15, 2026, received from our Statutory and Peer Review auditor, Keyur Shah & Associates, Chartered
Accountants.
Notes:
(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements.
(2) Growth in Revenue from Operations (%) is calculated as a percentage of Revenue from Operations of the relevant year minus Revenue from
Operations of the preceding year, divided by Revenue from Operations of the preceding year.
(3) Gross Profit is calculated as Revenue from Operations less Cost of Goods Sold.
(4) Gross Profit Margin (%) is calculated as Gross Profit divided by Revenue from Operations.
(5) EBITDA is calculated as profit for the year, plus tax expenses (consisting of current tax, deferred tax and current taxes relating to earlier
years), Finance costs and depreciation and amortization expenses and minus other income.
(6) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations.
(7) Profit After Tax Means Profits for the year as appearing in the Restated Financial Statements.
(8) PAT Margin (%) is calculated as Profits for the year as a percentage of Revenue from Operations.
(9) ROE (Return on Equity) (%) is calculated as net profit after tax (PAT) for the year divided by Average Shareholder Equity.
(10) ROCE (Return on Capital Employed) (%) is calculated as earnings before interest and taxes divided by capital employed.
(11) Net Fixed Asset Turnover is calculated as Net Turnover divided by Fixed Assets which consists of property, equipment and Intangible
Assets.
(12) Net Working Capital Days is calculated as working capital (current assets minus current liabilities) as at the end of the year divided by
revenue from operations multiplied by number of days in a year.
(13) Operating cash flows means net cash generated from operating activities as mentioned in the Restated Financial Statements
(14) Earnings per Share (Basic) is calculated as profit after tax divided by weighted average number of equity Shares during the year
adjusting for the changes in the capital occurred after the balance sheet date
(15) Earnings per Share (Diluted) is calculated as profit after tax divided by weighted average number of diluted equity shares during
the year adjusting for the changes in the capital occurred after the balance sheet date.
(16) Operating Profit before Working Capital Changes means cash generated before change of working capital adjustments.
(17) Current Ratio is calculated as current assets divided by current liabilities.
(18) NAV per Equity Share is calculated as Equity attributable to equity holders of the divided by weighted average number of shares
during the end of year adjusting for the changes in the capital occurred after the balance sheet date.
(19) Net Worth means Equity attributable to equity holders of the as mentioned in the Restated Financial Statements.
(20) Return on Net Worth is calculated as restated profit for the year divided by net worth.
Operational performance indicators
For the period ended on For the Fiscal Year ended on March 31
Particulars
December 31, 2025* 2025 2024 2023
Total Quantity Sold (in kg) 189.58 239.63 187.62 141.15
Installed Capacity (in kg) 400 400 400 400
Actual Production (in kg) 86.308 183.438 172.072 88.654
% Utilisation 21.58% 45.86 % 43.02 % 22.16 %
No. of Customers 196 258 260 96
Total Employee Base 113 68 21 17
Geographic Sales Coverage (State Wise) 18 21 21 17
Revenue per Customer 63.16 48.24 26.71 48.55
No. of products 10 21 17 8
*Not Annualized
Pursuant to the certificate dated May 15, 2026, received from our Statutory and Peer Review auditor, Keyur Shah & Associates, Chartered
Accountants.
Page 204 of 465OUR COMPETITIVE STRENGTHS
Organized Manufacturing Under One Roof
Design and Innovation: Diversified Product Offering Across Customer Segments
Robust Operational Systems and Risk Mitigation Framework
Experienced Leadership with Proven Execution Capability
Unwavering Commitment to Quality
➢ Organized Manufacturing Under One Roof: Merging Tradition with Technology
Our manufacturing facility is situated at A-5, Jamna Lal Bajaj Marg, C-Scheme, Jaipur, Rajasthan-302001
having built up area of 6,450 sq. ft where we manufacture handcrafted Kundan and Polki jewellery by
blending traditional skills with modern technology to create our products efficiently. With advanced
equipment such as laser cutting and engraving systems, casting units, progressive and hydraulic press
dyes, and 3D printing capabilities, we transform intricate CAD designs into finely finished pieces all
under one roof. Our centralized production model allows us to manage the entire process in-house,
from delicate components to elaborate bridal sets, ensuring operational efficiency, quality control,
security and optimized costs. Our manufacturing work is supported by a team of skilled artisans and
designers, wherein we strike the perfect balance between large-scale manufacturing and the timeless
elegance of handcrafted luxury.
➢ Design and Innovation: Diversified Product Offering Across Customer Segments
We follow a clear design philosophy of combining cultural heritage with modern innovation to serve a
wide and changing customer base. Our jewellery collection includes Antique, Bridal, Traditional,
Contemporary, and Fusion styles, covering different price ranges, occasions, and age groups which is
showcased at our Display Centre situated at Ground Floor, Plot No 4, Pearl Premier, Jamna Lal Bajaj
Marg, C-Scheme, Jaipur, Rajasthan-302001. With strong market research, skilled designers, and
trusted artisan partnerships, we regularly create unique collections that appeal to various customers.
As on March 31, 2025, our Company has a portfolio of approximately 2,000+ jewellery designs. These
designs are used as base concepts and are further customised in accordance with the specific
requirements and preferences of customers. Further, we have not launched or maintained any formal
jewellery collections. Our design process is carried out on a customised basis rather than through
predefined or standardised product collections. Our in-house manufacturing and inventory systems
help us keep a wide range of ready-to-sell products for wholesale buyers, support repeat orders, and
Page 205 of 465build strong B2B relationships. With our promoters’ deep experience in the industry, our product
development is shaped by real customer needs and market demand, helping us stay relevant and grow
revenue. With a rich heritage in crafting heavy bridal jewellery, we continue to design and produce
exquisite pieces, displayed at our Display Centre for our esteemed clientele.
➢ Robust Operational Systems and Risk Mitigation Framework
Our business is built on internal systems that ensure consistency, compliance and protection against
risks in all areas of operation. Gold is sourced only from authorized bullion suppliers to ensure purity
and trust. Our security measures include 24/7 CCTV surveillance, burglar alarms, fire safety systems,
secure storage rooms and trained security staff on duty at all times. We also have comprehensive
insurance coverage, including protection against theft, terrorism, and natural disasters, to safeguard
our operations and assets.
➢ Experienced Leadership with Proven Execution Capability
Our journey is led by promoters with years of experience in the jewellery industry. Their strong
understanding of the market and clear vision have helped shape a brand that is trusted and focused
on customer needs. They are supported by a skilled senior management team with expertise in design,
operations, marketing, and finance, along with an active and diverse board of directors that ensures
good governance and long-term planning. We have dedicated purchase team with expert knowledge
of gems stone which gives edge on quality procurement. Together, this leadership team brings the
right mix of vision, operational strength, and financial discipline driving our steady growth and helping
us stand out in the market.
➢ Unwavering Commitment to Quality
Our promoters have a legacy of 100 years in the jewellery industry which they have inherited this
their generations. Quality is at the heart of everything we offer. Whether it's a custom order or a
regular product, each piece is carefully crafted, checked at multiple stages and delivered on time.
This strong focus on quality builds customer trust, supports our brand image and strengthens our
reputation in the long run.
Page 206 of 465OUR BUSINESS STRATEGIES
Enhance our financial capabilities to facilitate the expansion of our business operations
Enhancing our financial capabilities is crucial for driving the expansion of our business operations. Our
business model is inherently working capital intensive, as the scale of operations is directly dependent on
the volume of inventory we hold. Gold, which is our principal raw material, is sourced from the open
market and requires immediate cash payment at the time of purchase. This creates a significant demand
for liquidity at the procurement stage itself.
In parallel, our customer base comprising both small and large jewellery retailers operates on a credit
cycle, wherein we typically extend payment terms of 40 to 45 days. While this approach supports
customer relationships and market competitiveness, it also ties up a considerable portion of our capital
in receivables for an extended period. In order to partly mitigate the working capital pressures arising
from such extended payment terms, we are strategically planning to open a retail store, which will
primarily entail cash-based sales and is expected to moderate our dependence on credit sales and
improve cash flows over time. In furtherance of this strategy, we are setting up one flagship store at Plot
Nos. A-4/2 and A-4/4, situated at Chomu House, Sardar Patel Marg, C-Scheme, Jaipur, having a land area
of 600 sq. yards and a constructed area of 27,790 sq. ft., which is being and will be funded through our
internal accruals and/or funding from financial institutions. Our Company has, pursuant to a Board
Resolution dated June 30, 2025, approved the construction of a flagship store on this land.
To effectively expand the scale of our operations, diversify our product portfolio, and ensure
uninterrupted procurement of raw materials, it is imperative to strengthen our financial resources.
Greater access to liquid funds will not only enable us to manage these working capital requirements more
efficiently but also provide the flexibility to seize growth opportunities in a timely manner. For
strengthening our financial resources and capabilities, our company is planning to raise additional funds.
For details in respect to the same, refer to “Objects of the Issue - Funding working capital requirements
of our Company” on page 113.
Continued Focus on Creative Designs
In the jewellery industry, customers today are knowledgeable and selective, which makes design one of
the biggest factors in attracting attention. We believe our fresh and innovative designs are what draw
customers to our retail network and set us apart from others.
Our in-house design team is always working on new ideas to bring originality and variety to our collections.
To stay updated with the latest trends, we regularly take part in exhibitions and trade fairs. These events
not only inspire new concepts but also give us the chance to showcase our own creations to a wider
audience.
In 2024-25, we have participated in Couture India- 2025 and Jewelers Association Show (JAS)- 2025 and
we will continue to actively participate in trade exhibitions and trade fair related to our industry.
Looking ahead, we aim to keep growing our range of designs by experimenting with creative ideas,
learning from industry trends, and consistently participating in exhibitions. This ongoing focus on design
will help us keep our collections exciting, connect with different customer tastes, and strengthen our
presence in the market.
Geographic Expansion: Scaling Across India
We aim to expand our presence across India by focusing on high-potential regions. A key part of this
strategy is the introduction of a franchise model, which will help us accelerate growth, strengthen our
retail network, and enter Tier 1 and Tier 2 cities with lower capital requirements. The Board of Directors
has approved the Franchise Development Program pursuant to a resolution dated August 01, 2025. To
complement this, we are setting up one flagship store at Plot Nos. A-4/2 and A-4/4, situated at Chomu
House, Sardar Patel Marg, C-Scheme, Jaipur, having land area of 600 sq yards and constructed area of
27,790 Sq ft. which is and will be funded from our internal accruals/ fundings from financial institutions.
Page 207 of 465Our Flagship store will showcase our brand and set the standard for customer experience and store design
across all franchise outlets. At the same time, we are strengthening our online presence through social
media commerce and other digital platforms. We also plan to participate in global trade fairs and industry
exhibitions to increase our visibility and connect with new customers, both in India and abroad.
Our brand recognition and customer loyalty is backed by our high levels of user engagement on social
media platforms, including Facebook, Instagram and LinkedIn. The table below shows a breakdown of our
social media presence on the various sites, as of May 15, 2026:
Platform No. of Followers
Instagram 1,06,000
Facebook 3,100
LinkedIn 5,000
(Source: Our Company Social Media Handles)
OUR PRODUCTS
We offer variety of products to our customers based on their demands and preferences. The product wise
revenue bifurcation of our Company for the period ended on December 31, 2025 and for the Fiscal Years
ended on March 31, 2025, 2024 and 2023 based on Restated Financial Statements is as under:
(Amount in Lakhs)
For the period ended For the fiscal year ended on March 31,
December 31, 2025 2025 2024 2023
Particulars
% of total % of total % of total % of total
Amount Amount Amount Amount
revenue revenue revenue revenue
Necklace Sets 5,890.59 47.59% 3,869.03 30.97% 2,157.68 31.07% 1,490.66 31.99%
Chick Sets 2,414.82 19.51% 4,594.01 36.77% 2,292.77 33.02% 1,818.22 39.01%
Bracelets and
1,632.16 13.18% 1,209.03 9.68% 607.82 8.75% 418.97 8.99%
Bangles
Earring sets 999.02 8.07% 363.00 2.90% 207.24 2.98% 140.03 3.00%
Pendant Sets 413.18 3.34% 605.01 4.84% 337.06 4.85% 233.00 5.01%
Rings 397.53 3.21% 363.07 2.91% 201.26 2.91% 93.01 2.00%
Pendants 375.96 3.04% 363.09 2.91% 270.43 3.89% 140.00 3.00%
Tikdas (nath, tika,
mathapatti, baju,
233.66 1.89% 724.51 5.80% 667.64 9.61% 326.52 7.00%
broaches and all
other accessories)
Jobwork 22.09 0.18% 402.98 3.22% 202.36 2.92% - -
Total 12,379.01 100.00% 12,493.73 100.00% 6,944.26 100.00% 4,660.41 100.00%
Pursuant to the certificate dated May 14, 2026, received from our Statutory and Peer Review auditor, Keyur Shah & Associates, Chartered Accountants.
Page 208 of 465RAW MATERIALS
Raw materials serve as the foundation of the jewellery manufacturing process, playing a critical role in
ensuring the quality, craftsmanship and value of the final product. Our raw materials are more than just
the starting point, they are the very essence of what we create. From the initial procurement to the
precise application during the manufacturing stages, the careful selection and handling of raw materials
are integral to the success of our business. By prioritizing quality and sustainability at every stage, we
ensure that each piece we produce not only meets but exceeds the expectations of our customers. The
raw material used in our manufacturing process are Gold, Polki Diamond, Precious and Semi-Precious
Stones.
Page 209 of 465We purchase raw materials from different states in India. The majority of the raw material is procured
from Rajasthan which accounts for 21.10%, 72.03%, 77.73% and 80.90% of the total purchases for the
period ended on December 31, 2025 and for the fiscal years ended on March 31, 2025, 2024 and 2023
respectively in comparison to purchases from other states which jointly accounts for 78.90%, 27.97%,
22.27% and 19.10% for the period ended on December 31, 2025 and for the fiscal years ended on March
31, 2025, 2024 and 2023 respectively.
OUR MANUFACTURING PROCESS
➢ Raw Material Procurement
The journey of every stunning piece of jewellery starts with selecting the finest raw materials. We follow
a disciplined approach to sourcing raw materials, ensuring uninterrupted production while maintaining
high-quality standards. Gold is acquired through a combination of outright purchases, credit lines, and
Gold Metal Loan (GML) schemes, aligning material flow with production requirements. Gemstones such
as polkis, pearls, rubies, emeralds and sapphires are sourced from ethical dealers, authenticated,
carefully matched and managed with full traceability. Ancillary supplies including patra sheets, foil, lac
resin, meenakari pigments, solder and tools are procured in bulk to maintain consistent quality, with
each batch tested using both spectrometer analysis and traditional touchstone methods before being
used in production.
➢ Design
Every design begins with a spark of inspiration whether it comes from cultural motifs, the elegance of
nature, contemporary fashion, or a client’s personal vision. This initial idea is then transformed through
a careful balance of creativity and technical precision, turning a concept into a piece of jewellery that
tells its own story.
• Conceptual sketching: Artists create preliminary sketches incorporating Mughal, Rajputana, temple,
floral or modern design vocabulary. This stage determines the jewelry’s thematic direction be it an
open/closed Polki style, minimalist or bridal grandeur.
• CAD Modeling: These sketches are brought to life via Computer Aided Design. CAD model allows
designers to visualize exact contours, stone placements, clasp mechanism and weight balance before
entering production.
• Technical specifications: Each design documents includes metal thickness, joint placements, stone
layouts, and functional elements like chains and closures. This blueprint ensures seamless transitions
into execution.
➢ Rapid Prototyping & Model Crafting
Moving from 2D to 3D is an essential evolution of design:
Page 210 of 4653D Wax/Resin Prototyping: A scaled physical model is produced using precision machinery or hand-
carving techniques. This prototype serves as a critical review tool for proportions and wearability.
Master Model Fabrication: Approved prototypes are converted into durable master models made of
brass or silver. Skilled artisans refine every detail- filigree, stone cavities, textures -ensuring flawless
originals for reproductions.
➢ Rubber Moulding and Wax Tree Assembly
The production process begins with the creation of rubber moulds, where master models are sealed in
flexible rubber to capture every detail, curve, and contour. Next, high-quality wax is injected into these
moulds under controlled pressure and temperature, ensuring consistent and accurate replication. These
individual wax models are then carefully assembled into a central wax tree using sprue wax which is a
delicate structure that balances fragility with strength, allowing multiple units to be cast at the same
time.
➢ Casting Turning wax into gold through precision casting techniques
The casting process begins with investment encapsulation, where the wax tree is placed in a flask and
covered with a special investment material that hardens to form a detailed negative mould. This is
followed by the burnout process, where the flask is heated in a kiln to melt and remove all the wax,
leaving behind a clean cavity and this technique is known as lost-wax casting. Molten gold, usually 22K
or 18K, is then poured into the mould using either centrifugal or vacuum casting methods, allowing it to
capture even the finest design details. Once the metal cools and solidifies, the flask is broken open to
reveal the raw cast pieces, still connected by sprues.
➢ Sprue Removal, Filing and Assembly Transforming cast forms into refined pieces
The finishing process begins with the removal of excess metal sprues using rotary tools and saws,
followed by initial filing to clean the surface. Next, skilled artisans use traditional tools such as chimta,
balda, hathodi, and silli to precisely refine edges, smooth curves, and perfect the joinery points. For
pieces with multiple components such as dangler chains or articulated joints, where each element is
carefully soldered and aligned with precision to ensure seamless assembly and flawless movement.
➢ Patra & Lak Bharai preparing the metal to accept Polki and gemstone settings
The stone setting process begins with patra preparation, where thin sheets of 24k gold are applied to
critical areas to reinforce the structure and enhance the brilliance of Polki stones. This is followed by the
lakh bharai process, in which natural lakhras (lac resin) are heated and skillfully inlaid into cavities,
forming a secure yet flexible base that holds the stones firmly in place.
➢ Polki Foiling and Jadai
The Polki setting process starts with peechh ka kaam (Polki foiling), where each uncut diamond is
carefully wrapped in a thin 24K gold foil to enhance its reflective brilliance. This is followed by the jada
procedure, where skilled artisans use traditional tools like saancha, sarota, and other precision hand
instruments to gently press the Polki stones into the lakh base, ensuring perfect symmetry, strong
stability, and a smooth, flush alignment within the jewellery framework.
➢ Meenakari & Khudai
The detailing process includes meenakari, where artists use mineral-based pigments to enamel the
reverse side of the jewellery with intricate, colorful patterns. These designs are built up through multiple
layers and finalized with repeated kiln firings to ensure durability and vibrance. Alongside this, the
khudai process involves freehand engraving by master karigars using traditional tools like tankli,
nakkashi punches, and hathodiyan. They carve detailed motifs such as peacocks, jharokhas, and floral
vines, adding a unique touch of individuality and artistic finesse to each piece.
➢ Polishing & Finishing polishing refines and reveals the piece’s final form:
The finishing stage begins with primary buffing, where emery and cloth wheels are used to smooth and
Page 211 of 465prepare the jewellery surfaces. This is followed by ultrasonic and vibro-cleaning processes, which
remove even the smallest particles without disturbing the set stones. Finally, selective surface
treatments such as antique toners or mirror finishes are applied to enhance the overall appearance.
Each piece is then carefully inspected to ensure uniform texture, shine and consistency.
➢ Final polishing and quality assurance. A rigorous evaluation ensures each piece is flawless:
Each piece undergoes rigorous quality checks to ensure excellence in every detail. Stone settings are
tightened, bezels inspected for integrity, solder joints checked for strength, and clasps tested for smooth
operation. Symmetry, weight accuracy, and surface lustre are all carefully evaluated. Additional
confirmation checks such as testing for magnetism, verifying weight, and examining symmetry under
magnification are carried out to meet our high standards of craftsmanship and precision.
➢ Hallmarking, Certification & Packing post-approval, every piece is:
Each piece indicates the karat grade, year code, and our official mark. It is thoroughly documented with
a unique product ID, along with details such as dimensions, weight, karat value, stone specifications,
and grading. Finally, the jewellery is carefully packed in branded cases, accompanied by care
instructions, authenticity certificates, and optional valuation reports ensuring both trust and
transparency for the customer.
➢ Delivery completed pieces are packaged securely and delivered via:
For bridal and high-value orders, we offer a personalized handover to ensure a special and secure
experience. Customers can also opt for insured courier services, available both domestically and
internationally. Alternatively, pieces can be collected from our boutique showroom, where we provide
a bespoke, client-focused experience. Every piece is not just delivered, it is carefully entrusted with the
attention it deserves.
QUALITY CONTROL
The quality control process is multi-staged and runs throughout the production lifecycle, starting from the
receipt of a purchase order to the dispatch of the final product. The various stages through which we
conduct our quality control process is as under:
➢ Verification of Purchase Order against Design Specifications: On receiving a purchase order, the
details are compared with the design reference (Xerox copy) of the jewellery set. This ensures that
the order specifications match the approved design and any deviations are identified at the outset.
➢ Frame (Ghaat) Inspection: The ghaat (frame) of the jewellery is inspected for compliance with the
purchase order. This includes verification of metal purity (14 carat or 18 carat), weight, dimensions,
and design alignment with the approved reference.
➢ Diamond and Polki Testing: All loose diamonds and polkis are tested before setting to confirm
authenticity and detect synthetics using a CVD (Chemical Vapor Deposition) testing machine. Only
natural stones are used to avoid duplication or inclusion of lab-grown material.
➢ Micro and Normal Setting Inspection: After setting, inspections using both micro and normal
techniques check for broken, chipped, or damaged stones. Any defective stones are reordered or
returned to the supplier.
➢ Post-Manufacturing Inspection: Once stone and polki setting is complete, microscopes are used to
check the precision of placement and adherence to the approved design.
➢ Final Quality Control and Client Specification Compliance: Before dispatch, a final inspection
confirms completion of all stones, laser cuttings, and polki settings as per customer specifications.
The check includes verification of carat requirements (14-carat or 18-carat), type and gauge of wire
Page 212 of 465used, and alignment with the approved design and structure. Only after passing this stage is the
product released for delivery
INVENTORY MANAGEMENT
We operate on a customized, proprietary software platform—Jewels Software—designed specifically for
us. This end-to-end inventory management system provides complete visibility and control over both raw
materials and finished products. Each item is assigned a unique barcode, accompanied by detailed product
descriptions and high-resolution images, enabling full traceability throughout its lifecycle. The system
captures every transaction in real time, from the receipt of finished goods at our manufacturing facility to
customer selection and final invoicing. It is also optimized to handle bespoke orders efficiently, facilitating
quick stock fulfillment with minimal errors. By linking inventory management directly with customer
approvals and billing, the system reduces manual intervention, enhances accuracy, and significantly
improves operational efficiency. As a result, we are able to offer faster, more reliable order processing
and an elevated customer experience.
To ensure the secure handling of high-value materials such as diamond polki and gemstones, we adhere
to stringent security protocols. All such materials are sourced from a vetted network of trusted suppliers
and are stored in a dedicated strong room within our manufacturing facility and our. This area is equipped
with advanced surveillance systems and access is strictly limited. Every movement of high-value inventory
is digitally logged and monitored through Jewels Software, ensuring full accountability and safeguarding
against loss or theft. These protocols reflect our commitment to best practices in material security and
risk management.
To maintain transparency and uphold quality standards, we have established a structured protocol for
managing damaged and exchanged inventory. A dedicated Quality Control (QC) team of four trained
experts oversees this process. Each case is carefully assessed to determine the extent of damage, if any,
and to evaluate the repair cost or depreciation in value. Based on these findings, appropriate charges are
raised to the customer responsible for the damage. This disciplined approach ensures accountability,
supports cost recovery and maintains the integrity of our product standards.
INFORMATION TECHNOLOGY
To support our growing business operations, we have implemented a scalable ERP system that streamlines
our core functions like accounting, inventory, and production management while enabling increased
connectivity and operational efficiency across the enterprise.
We also leverage a proprietary, customized platform “Jewels Software” developed to manage all aspects
of inventory control. This platform offers precise tracking of raw materials and finished goods, minimizes
stock discrepancies, and enables rapid fulfilment of both standard and complex custom orders. This
ensures full operational transparency and responsiveness to customer demands.
We also use Computer-Aided Design (CAD) software, which helps our designers clearly see how each
jewellery piece will look and function before it is made. With CAD, they can plan the exact shape, stone
placements, clasp design and overall balance to make sure everything is perfect before production begins.
CAPACITY UTILIZATION
Installed capacity and capacity utilization is as under:
For the period ended
Particulars FY 2024-25 FY 2023-24 FY 2022-23
on December 31, 2025
Annual Capacity Installed (in Kg.) 400.00 400.00 400.00 400.00
Actual production (in kg.) 86.308 183.438 172.072 88.654
Page 213 of 465For the period ended
Particulars FY 2024-25 FY 2023-24 FY 2022-23
on December 31, 2025
Capacity Utilisation (%) 21.58% 45.86% 43.02% 22.16%
Capacity Utilization is pursuant to the Certificate dated December 31, 2025 received from Chartered Engineer Mr. Pawan Sut
Sharma having License No. M-109368/6.
PLANT AND MACHINERY
The existing owned plant and machinery are as follows:
Source
Particulars Quantity Owned or leased
(Imported / Indigenous)
Furnace 1 Owned Indigenous
Investment Casting 1 Owned Indigenous
Roller Machine 2 Owned Indigenous
Polish Making 2 Owned Indigenous
Magnate Machine 2 Owned Indigenous
Filling Manual 5 Owned Indigenous
Micro Motor Filling Manual 10 Owned Indigenous
Sandblast Machine 1 Owned Indigenous
Laser Solitaire Machine 1 Owned Indigenous
Metal Melting 1 Owned Indigenous
Vacuum Machine 3 Owned Indigenous
Ultra Machine 2 Owned Indigenous
Steam Machine 2 Owned Indigenous
Microscope Belting 4 Owned Indigenous
Misc. Items for Manufacturing 60 Owned Indigenous
Computer 27 Owned Indigenous
Printer 4 Owned Indigenous
Xerox (WC-7120 Printer) 2 Owned Indigenous
Water cooler 1 Owned Indigenous
Metal Mounting 1 Owned Indigenous
Magnifier lamp 2 Owned Indigenous
Table Lamp 35 Owned Indigenous
Table Lamp Small 10 Owned Indigenous
Computer Table 5 Owned Indigenous
Weighing Machine 14 Owned Indigenous
Magnifying Glass Tray 3 Owned Indigenous
Water Pump 4 Owned Indigenous
Machine-Compact Single Scan 1 Owned Indigenous
Mix Machine 10 Owned Indigenous
Dust Collector Tray 3 Owned Indigenous
Cooler 4 Owned Indigenous
AC 28 Owned Indigenous
CVD Testing Machine 1 Owned Indigenous
Steel Pin Detector 1 Owned Indigenous
Gold Testing Machine 1 Owned Indigenous
Laser marking Machine 1 Owned Indigenous
Hand Wash for Worker 2 Owned Indigenous
Metal Detector for Hand 3 Owned Indigenous
Walk through metal detector 1 Owned Indigenous
Generator 1 Owned Indigenous
Weighing Machine 2 Owned Indigenous
Chair 7 Owned Indigenous
LED Screen 2 Owned Indigenous
Locker Self 4 Owned Indigenous
Biometric Machine 1 Owned Indigenous
Total 278
Pursuant to certificate dated May 15, 2026, received from our statutory and peer review auditor, M/s Keyur Shah and Associates, Chartered
Accountants
Page 214 of 465UTILITIES AND INFRASTRUCTURE FACILITIES
Power
Power is a vital utility for the efficient operation of our jewellery manufacturing facility, where precision-
driven processes like casting, polishing, refining, melting, and soldering demand a stable and
uninterrupted supply. Our facility operates with modern, energy-efficient machinery but still relies on a
robust power infrastructure to maintain smooth production and meet deadlines.
We are connected to the local power grid through a sanctioned industrial connection from the State
Electricity Board. To ensure business continuity during outages, we have also installed backup systems,
including a 63 KVA DG set.
Our power infrastructure complies with industrial safety standards and energy efficiency norms. Energy
usage is continuously monitored and managed to optimize costs and reduce our environmental impact.
Infrastructure Facilities
Our registered office and corporate office are well equipped for our business operations to function
smoothly.
Water
Adequate arrangements with respect to water requirements for drinking purpose are made at all the
offices and manufacturing unit of the Company.
SALES AND MARKETING SETUP
Our sales strategy is structured around three primary channels:
Business-to-Business (Wholesale and Direct Orders)
We cater to both wholesale and domestic clients through large-scale ready and made-to-order jewellery
transactions. Our offerings are available under both private label and white-label formats, allowing our
partners to customize designs, materials, and finishes to meet their unique brand and customer
requirements.
At the heart of our continued success lies the strength of the Rambhajo name, a brand with deep-rooted
heritage and credibility in the jewellery industry. Our reputation has been carefully built over decades,
supported by consistent quality, craftsmanship and trust. This enduring goodwill enables us to attract and
retain a diverse clientele, ranging from business buyers to individual patrons.
Over the years, we have cultivated a loyal customer base, including high-net-worth individuals (HNIs),
family businesses, and legacy clients who have remained with the Rambhajo brand across generations.
Their continued association is a testament to the enduring value, authenticity and personalised service
we offer. The total number of customers and % of revenue generated from our repeat customers for the
period ended on December 31, 2025, and for the fiscal year ended on March 31, 2025, 2024 and 2024 is
given as under:
For the period ended on
Particular 2024-25 2023-24 2022-23
December 31, 2025
No. of B2B customers 61 92 63 40
No. of repeat customers 51 82 81 35
% of repeat customer 81.03% 79.00 % 70.40 % 85.57 %
Pursuant to the certificate dated May 15, 2026, received from our Statutory and Peer Review auditor, Keyur Shah & Associates, Chartered
Accountants.
Direct Sales (B2C Display Centre)
We operate a direct-to-consumer (B2C) model through our display center. This setup allows us to maintain
complete control over customer experience, pricing and product customization, while improving
Page 215 of 465operational efficiency and minimizing costs compared to traditional retail infrastructure. Customers can
book appointments via phone, email, or social media, enabling personalized consultations. This
relationship-driven approach encourages visits to our facility, often leading to high-value sales and a
highly tailored service experience that aligns with expectations in the luxury and bespoke jewellery
segment. The total number of customers in the past three fiscal years is given as under:
For the period ended on
Particular 2024-25 2023-24 2022-23
December 31, 2025
No. of customers 136 171 185 56
Pursuant to the certificate dated May 15, 2026, received from our Statutory and Peer Review auditor, Keyur Shah & Associates,
Chartered Accountants.
Marketing Channels and Promotional Strategy
To strengthen brand awareness and market presence, we employ a mix of traditional and digital
marketing initiatives.
Exhibitions and Trade Participation
We participate in leading jewellery exhibitions, where we showcase collections, interact with potential
B2B buyers, and expand brand visibility in key markets. We have actively participated in events such as
Bridal Asia, Couture India Show, IIJS (India International Jewellery Show), JAS (Jewellers Association Show)
and JJS (Jaipur Jewellery Show). We have established partnerships with:
• Wedding planners and stylists
• Luxury lifestyle boutiques
• Fashion designers and event curators
ENVIRONMENT SOCIAL AND CORPORATE GOVERNANCE INITIATIVES
We have established a Corporate Social Responsibility (“CSR”) Policy in strict compliance with the
provisions of the Companies Act, 2013 and the corresponding rules framed thereunder. This policy
outlines our commitment to responsible corporate citizenship and serves as a guiding framework for
planning, executing, and monitoring initiatives that contribute to the welfare of society.
To oversee the implementation of our CSR strategy, our Board of Directors has constituted a Corporate
Social Responsibility Committee (“CSR Committee”). This Committee is entrusted with the responsibility
of formulating and recommending CSR initiatives, proposing the annual CSR budget, and monitoring the
progress and impact of ongoing projects. The CSR Committee also ensures that all initiatives are aligned
with our policy objectives and comply with the applicable legal and regulatory requirements. For detailed
information on the composition and functioning of the CSR Committee, please refer to the section titled
“Our Management – Board Committees – Corporate Social Responsibility Committee” on page 251-252.
In recognition of the importance of consistent funding for such social impact initiatives, the Board of
Directors, in its meeting held on August 26, 2025, approved an annual contribution of up to ₹ 41.13 lakhs
for the fiscal year 2025-26 towards CSR activities. Through these efforts, our Company continues to
contribute meaningfully to the well-being of society while fulfilling its responsibilities as a conscientious
and forward-thinking corporate entity.
COMPETITION
The Indian gems and Jewelry sector are intensely competitive, with unorganized local Jewelers, large
established brands, and emerging e-commerce/D2C players all vying for consumer attention. Traditional
Jewelers rely on generational trust and personal relationships, while organized chains leverage branding,
certifications, and transparent pricing to win customers. Meanwhile, online retailers and social commerce
platforms are attracting younger buyers through convenience, trendy designs, and competitive pricing.
This multi-front competition makes customer retention increasingly difficult, forcing retailers to
Page 216 of 465differentiate themselves through innovation, loyalty programs, and superior service. Price wars and
aggressive promotions further squeeze margins, especially for smaller players. The challenge lies in
balancing brand identity with evolving consumer expectations while maintaining profitability in an
increasingly crowded market.
We operate in fragmented Indian jewellery market, facing both organised and unorganised players.
Growth in the organised wholesale segment has been driven by retail expansion, exports, regulatory
tightening, rising trust and brand awareness, further supported by GST, mandatory hallmarking and cash
transaction restrictions.
The unorganised sector remains strong due to cost advantages, local presence, personalised service, and
flexible pricing and credit, making it challenging for organised players in semi-urban and rural areas.
Competition spans design innovation, craftsmanship, pricing, timely delivery, authenticity of raw
materials, and adherence to international standards.
Our focus on stringent quality control, skilled craftsmanship, authentic sourcing, and customised products
positions us to compete effectively. Also refer “Risk Factor 56: We operate in a competitive business
environment, and if we fail to respond effectively to increased competition and pricing pressures from
existing and new players, we may lose market share and experience a decline in profits, which could
adversely affect our business, results of operations, and financial condition” on page 65-66.
COLLABORATION
There is no collaboration as on the date of filing of this Red Herring Prospectus.
OUR BUSINESS LOCATIONS
We currently operate from the following offices:
Registered Office: Flat No. 301, Plot No 4, Pearl Premier, Jamna Lal Bajaj Marg, C-Scheme, Jaipur,
Rajasthan-302001
Corporate Office: Flat No. 201 and Basement, Plot No 4, Pearl Premier, Jamna Lal Bajaj Marg, C-Scheme,
Jaipur, Rajasthan-302001
Manufacturing Unit: A-5, Jamna Lal Bajaj Marg, C-Scheme, Jaipur, Rajasthan-302001.
Display Centre: Ground Floor, Plot No 4, Pearl Premier, Jamna Lal Bajaj Marg, C-Scheme, Jaipur,
Rajasthan-302001
For further details regarding ownership and lease of the above locations, please refer to “Our Business –
Properties” on page 219-220.
MAJOR CUSTOMERS AND SUPPLIERS
We majorly procure and sell our services to various organizations. The following is the breakup of top five
and top ten customers and suppliers of our Company are as below:
(₹ in Lakhs)
For the period ended on For the Fiscal year ended For the Fiscal year ended For the Fiscal year ended
Particulars December 31, 2025 on March 31, 2025 on March 31, 2024 on March 31, 2023
Amount %* Amount %* Amount %* Amount %*
Customers
Top 5 4,721.99 38.15% 4,640.40 37.14% 2,025.34 29.17% 3,117.10 66.88%
Top 10 6,992.82 56.49% 6,767.33 54.17% 2,990.05 43.06% 3,517.20 75.47%
Page 217 of 465For the period ended on For the Fiscal year ended For the Fiscal year ended For the Fiscal year ended
Particulars December 31, 2025 on March 31, 2025 on March 31, 2024 on March 31, 2023
Amount %* Amount %* Amount %* Amount %*
Suppliers
Top 5 6,362.96 88.27% 11,053.71 76.54% 6,141.46 73.16% 3,359.13 82.93%
Top 10 6,743.19 93.55% 12,557.68 86.96% 6,714.13 79.98% 3,579.05 88.36%
*% of Total Revenue
Pursuant to the certificate dated May 05, 2026, received from our Statutory and Peer Review auditor, Keyur Shah & Associates, Chartered
Accountants.
#Top 10 customers: (i) GDK Jewels Private Limited (ii) Anuj Jewels (iii) TG Legacy private Limited (iv) SS Jewels India Limited (v) Tatiwala Gehna
(vi) Khurana Jewellery House (vii) Raghav Jewels (viii) Sneha Jewels (ix) L S Enterprises (x) Palsani Jewellers Private Limited.
##Top 10 suppliers: (i) SS Jewels India Limited (ii) Mantr Jewels (iii) Khandelwal Metals (iv) Geeta Shyam Jewellers Private Limited (v) H Moolchand
Jewellers (vi) Palsani Jewellers Private Limited (vii) Raghav Jewels (viii) Sneha Jewels (ix) Kirthi Diamond Jewellery (x) Aanshi Diamond.
HUMAN RESOURCES
As of April 30, 2026, our company has a total employee base of 111 persons. The department-wise break-
up of the employees of our company is as follows:
Function Number of Employees
Top Level Management 3
Accounts & Finance 8
HR & Administration 31
Legal & Compliance 1
Corporate strategy 1
Sales & marketing 9
Operations 10
Design 7
Production (Karigars) 35
Safe Operator 3
Quality Control 3
Total 111
We have not experienced any strikes, work stoppages, labor disputes or actions by or with our employees
and we have cordial relationship with our employees. Further, our Company does not employee
contractual employees.
Employee and related costs comprise salaries, wages, bonuses, gratuity, contributions to provident and
other funds, and other benefits provided to employees. These costs are essential for maintaining
operational efficiency and ensuring workforce retention.
Period Employee Related Expenses Comparison with Revenue
For the period ended on December 31, 2025 239.68 1.94%
FY 2024-25 211.10 1.69%
FY 2023-24 25.40 0.37%
FY 2022-23 12.58 0.27%
The variations in employee costs over the years are influenced by business expansion, regulatory
requirements, market conditions, and performance-linked incentives. The company remains committed
to investing in human capital to drive growth and operational excellence. The details of the rate of attrition
of the employees of our company are as under:
Average Number of
Fiscal Year Attrition Attrition Rate
Employees during the period
For the period ended on December 31, 2025 91 9 9.94%
2025 45 22 49.44%
2024 19 7 36.84%
2023 15 2 13.33%
Pursuant to the certificate dated May 09, 2026, received from our Statutory and Peer Review auditor, Keyur Shah & Associates, Chartered
Accountants.
Page 218 of 465EMPLOYEES PROVIDENT FUND AND EMPLOYEES STATE INSURANCE CORPORATION
Our company is registered with Provident Fund (PF) on July 26, 2024 and having registration number
RJRAJ3344937000 and Employees State Insurance Corporation (ESI) on December 02, 2023 and having
registration number 15001024740000910. The details of employees covered in PF and ESI along with
contributions and payment are as under:
Number of employees registered Contribution Contribution
Employee Provident Fund /
Year/Period collected deposited
Employee State Insurance Opening* Additions Deletion Net**
(in ₹) (in ₹)
EPF 1 29 2 28 78,425 86,273
Stub Period
ESI 5 26 7 24 19,251 83,176
EPF - 1 - 1 9,844 14,754
FY 2025
ESI 9 4 8 5 13,174 58,499
EPF - - - - - -
FY 2024
ESI - 10 1 9 3,818 16,472
EPF - - - - - -
FY 2023
ESI - - - - - -
*As on 1st April
** As on 31st March for Fiscal Years and as on December 31, 2025 for Stub Period
Note: Pursuant to the certificate dated May 14, 2026, received from our Statutory and Peer Review auditor, Keyur Shah &
Associates, Chartered Accountants.
For further details refer the “Risk Factor No. – 37 – Instances of delays in payment of employee-related
statutory dues in the past may expose us to regulatory action, including imposition of penalties” on
page 54-55.
PROPERTIES
Brief details of our owned and leased immovable properties are set out below:
Owned Properties:
The property bearing Plot Nos. A-4/2 and A-4/4, situated at Chomu House, Sardar Patel Marg, C-Scheme,
Jaipur, having land area of 600 sq yards and constructed area of 27,790 Sq ft. will be utilized for setting
up the corporate office and opening a retail outlet (showroom).
Leased Properties:
The details are as follows:
Annual Whether
S. Agreement Stamped/
Property Description Tenure Lease Rent Lessor/Owner Purpose related or
No. Type registered
(in ₹) not
Plot No. 4, Flat No. 201,
01/02/2025
1. Second Floor, Pearl Premier, Lease Kiran Gilara and Registered Corporate
to 6,55,200 Yes
Jamna Lal Bajaj Marg, C- Agreement Deepa Gilara Office
31/03/2028
Scheme, Jaipur
Plot No. A-5, URMIL, Jamna Mr. Ramesh J.
Lal Bajaj Marg, C-Scheme, 01/03/2023 Dadhia, Mrs.
Lease Registered Manufacturing
2. Near Civil Lines Railway to 23,94,624 Urmila Dadhia, No
Agreement Facility
Crossing , Jaipur 28/02/2028 Mr. Bhavesh
Dadhia
Plot No. 4, Flat No. 301,
01/04/2025 Prateek Gilara
Second Floor, Pearl Premier, Lease Registered Registered
3. to 10,20,000 and Abhishek Yes
Jamna Lal Bajaj Marg, C- Agreement Office
31/03/2028 Gilara
Scheme, Jaipur
Plot No. 4, Ground Floor,
4. Pearl Premier, Jamna Lal Bajaj Girraj Prasad Display Centre
01/07/2025
Marg, C-Scheme, Jaipur Lease Gilara and Registered
to 26,40,000 Yes
Plot No. 4, Basement, Pearl Agreement Gordhan Das
30/06/2030 Corporate
5. Premier, Jamna Lal Bajaj Gilara
Office
Marg, C-Scheme, Jaipur
Page 219 of 465There is no conflict between the lessor of the properties and our Company, Promoters, Promoter Group,
Directors, KMPs, SMPs and Group Companies.
INSURANCE
We maintain insurance policies that are customary for companies operating in our industry. Our
principal types of coverage include goods, furniture and fittings, Transfer operator liability and Stock
in process. The insurance coverage is 319.68% of the net Tangible Assets of our Company for the year
ended on December 31, 2025.
Insurance Date of Sum Insured Premium
Name of Policy Policy Number Coverage
Provider Expiry (in Lakhs) (in Lakhs)
Bajaj Allianz Comprehensive Protection
Jewellers
General (stock in custody, stock in
Comprehensive OG-25-1401-4097- August 07,
Insurance transit, stock in premises, 19,500 5.16
Protection 00000030 2026
Company fidelity guarantee, money
Policy
Limited in transit)
Bajaj Allianz
Jewellers
General
Comprehensive OG-26-1401-9930- August 07,
Insurance Terrorism damage cover 12,000 1.92
Protection 00000002 2026
Company
Policy
Limited
Group
SBI General 41010260400000043- March 31,
Mediclaim Indemnity and Benefit 59.00 1.26
Insurance 00 2027
Policy
INTELLECTUAL PROPERTY
As of the date of this Red Herring Prospectus, our Company has applied for registration of two trademarks,
including our logo, with the Registrar of Trademarks under the Trademarks Act, 1999. Additionally, our
Company also owns a registered trademark that has been recently acquired from our promoter group
member, M/s Rambhajo’s vide assignment deed dated August 26, 2025.
Further, our Company also owns and maintains the domain name https://advitjewels.com/ and
https://rambhajo.com/ which serves as our official website. For further details, see “Government and
Other Approvals – Intellectual Property Related Approvals” on page 367.
Page 220 of 465KEY INDUSTRY REGULATIONS AND POLICIES
The following description is a summary of the relevant regulations and policies as prescribed by the
Government of India and other regulatory bodies that are applicable to our business. The information
detailed in this chapter has been obtained from various legislations, including rules and regulations
promulgated by the regulatory bodies that are available in the public domain. The regulations and policies
set out below may not be exhaustive and are only intended to provide general information to the investors
and are neither designed nor intended to be a substitute for professional legal advice. The Company may
be required to obtain licenses and approvals depending upon the prevailing laws and regulations as
applicable. For details of such approvals, please see the chapter titled “Government and Other Approvals”
beginning on page 365.
INDUSTRY RELATED LAWS
The Legal Metrology Act, 2009
The Legal Metrology Act, 2009 (“Legal Metrology Act”) seeks to establish and enforce standards of
weights and measures, regulate trade and commerce in weights, measures and other goods which are
sold or distributed by weight, measure or number and for matters connected therewith or incidental
thereto. The Legal Metrology Act provides that for prescribed specifications all weights and measures
should be based solely on the metric system. Further, the Legal Metrology Act lays down penalties for
various offences, including but not limited to, use or sale of non-standard weight or measure,
contravention of prescribed standards, counterfeiting of seals and tampering with license.
The Bureau of Indian Standards Act, 2016
The Bureau of Indian Standards Act, 2016 (“BIS Act”) provides for the establishment of a national
standards authority for the harmonious development of the activities of standardization, conformity
assessment and quality assurance of goods, articles, processes, systems and services. Under the BIS Act,
the Central Government, after consulting the Bureau of Indian Standards (“BIS”), can notify which
precious metal articles or other goods or articles are required to be marked with a ‘Hallmark’ or ‘Standard
Mark’, subject to certain conditions for sale and testing of such articles. Under the BIS Scheme, the
Government of India has identified the ‘Bureau of Indian Standards’ as the sole agency in India to operate
the BIS Scheme which aims to ensure that quality control is built in the system in alignment with the
international criteria on hallmarking. Functions of the Bureau include, inter-alia, (a) recognizing as an
Indian standard, any standard established for any article or process by any other institution in India or
elsewhere; (b) specifying a standard mark which shall be of such design and contain such particulars
as may be prescribed to represent a particular Indian standard; and (c) conducting such inspection
and taking such samples of any material or substance as may be necessary to see whether any article or
process in relation to which the standard mark has been used confirm to the Indian Standard or whether
the standard mark has been improperly used in relation to any article or process with or without
a license. The bureau is also the licensing authority for quality standards.
The Bureau of Indian Standards (Hallmarking) Regulations, 2018
The Bureau of Indian Standards (Hallmarking) Regulations,2018 (“BIS Hallmarking Regulations”)
prescribe that all jewellery manufacturers must obtain a certificate of registration from the BIS in order
to sell precious metal articles notified under the BIS Act. The certificate of registration shall be granted to
specific premises and will be valid for a lifetime. The Hallmarking of Gold Jewellery and Gold Artefacts
Order, 2020, which came into effect on June 16, 2021, prescribes that gold jewellery and gold artifacts
shall be sold only by registered jewellers through certified sales outlets, after fulfilling the terms and
conditions of certificate of registration as specified in the Bureau of Indian Standards (Hallmarking)
Regulations,2018. However, certain precious metal articles are excluded from the above order, including
any article meant for export, which conforms to any specification required by the foreign buyer, any article
of gold thread and an article with weight less than two grams.
Gem and Jewellery Export Promotion Council
The Government of India has designated the Gem and Jewellery Export Promotion Council (“GJEPC”) as
Page 221 of 465the importing and exporting authority in India in keeping with its international obligations under Section
IV(b) of the Kimberley Process Certification Scheme (“KPCS”). The KPCS has been implemented in India
from January 1, 2003, by the Government of India through communication No. 12/13/2000-EP (G & J)
dated November 13, 2002. The GJEPC has been notified as the nodal agency for trade in rough diamonds.
The KPCS is a joint government, international diamond industry and civil society initiative to stem the flow
of conflict diamonds, which are rough diamonds used by rebel movements to finance wars against
legitimate governments.
Rajasthan Investment Promotion Scheme, 2022 (“RIPS”)
The Rajasthan Investment Promotion Scheme, 2022 (“RIPS 2022”), notified by the Government of
Rajasthan, aims to promote investment, generate employment, and boost industrial development in the
state. The scheme provides a structured framework of fiscal and non-fiscal incentives to eligible
enterprises setting up or expanding their operations in Rajasthan. RIPS 2022 offers benefits such as
reimbursement of state taxes (including SGST), exemptions from electricity duty and stamp duty,
employment generation subsidies, and other sector-specific incentives. The extent and nature of benefits
under the scheme vary based on factors such as the size of investment, location (e.g., backward or priority
areas), type of industry, and employment potential.
Eligible enterprises are required to obtain an Entitlement Certificate from the designated authority to
avail benefits under the scheme. The scheme is administered by the Industries Department of the
Government of Rajasthan, and incentives are typically granted for a prescribed eligibility period, subject
to compliance with the conditions laid down in the scheme guidelines. RIPS 2022 plays a significant role
in facilitating industrial growth and improving the ease of doing business in Rajasthan, and is particularly
relevant for manufacturing, service, and infrastructure-based enterprises seeking to establish or expand
their presence in the state.
The Hallmarking of Gold Jewellery and Gold Artefacts Order, 2020
The Hallmarking of Gold Jewellery and Gold Artefacts Order, 2020, which came into effect on June 16,
2021, prescribes that gold jewellery and gold artefacts shall be sold only by registered jewellers through
certified sales outlets, after fulfilling the terms and conditions of certificate of registration as specified in
the BIS Hallmarking Regulations. However, certain precious metal articles are excluded from the above
order, including any article meant for export, which conforms to any specification required by the foreign
buyer, any article of gold thread, an article with weight less than two grams, and an article which is in
course of consignment from outside India to an assaying and hallmarking centre in India recognised as
per the BIS Hallmarking Regulations, for hallmarking.
Further, vide the Hallmarking of Gold Jewellery and Gold Artefacts (Second Amendment) Order, 2021,
dated June 23, 2021 the aforementioned list of exceptions was extended to include within its ambit, any
article meant for export and re-import as per trade policy of the Government of India, any article meant
for international exhibitions, any article meant for domestic business-to-business exhibitions, approved
by the Government, special categories of jewellery, namely Kundan, Polki and Jadaau, watch and fountain
pen, and jewellers with the annual turnover of upto ₹ 4,000,000 per annum. Further, vide Hallmarking of
Gold Jewellery and Gold Artifacts (Amendment) Order, 2023 dated March 3, 2023, no person, after March
31, 2023, is allowed to sell or display or offer to sell any gold jewellery or artefacts unless it is hallmarked
in accordance with the standards specified in IS 1417:2016.
Further, vide Hallmarking of Gold Jewellery and Gold Artefacts (Second Amendment) Order, 2023, such
persons who has provided a declaration as required by BIS declaring his old stock of gold jewellery or gold
artefacts with old hallmarking is permitted to sell or display or offer to sell such declared stock up to June
30, 2023. Furthermore, vide Hallmarking of Gold Jewellery and Gold Artifacts (Third Amendment) Order,
2023 dated September 6, 2023, BIS extended mandatory hallmarking system to hallmarking centers
located in 55 new districts, thereby making the total number of districts in India covered under mandatory
hallmarking as 343.
Page 222 of 465RBI Circulars regulating Gold Loans
The RBI has permitted nominated banks to import gold for the purpose of extending gold metal loans to
domestic jewellery manufacturers (who are not exporters of jewellery), subject to certain conditions,
including that the tenor of gold loans (which can be decided by the nominated banks) does not exceed
180 days from the date of procurement of the gold and the interest charged to the borrowers is linked to
international gold rates. Gems and jewellery export-oriented units and specified units in Special Economic
Zones are permitted to import gold on a loan basis directly or through nominating agencies, subject to
specified conditions. The Master Circular of RBI on “Loans and Advances – Statutory and Other
Restrictions” dated July 1, 2015, prohibits domestic jewellery manufacturers from selling the gold
borrowed under gold (metal) loans scheme to any other party for manufacture of jewellery. Further, the
tenor of gold metal loans extended by nominated banks to exporters of jewellery shall not exceed 270
days.
LEGISLATIONS RELATING TO LABOUR AND EMPLOYMENT
The Rajasthan Shops and Commercial Establishments Act, 1958
The Rajasthan Shops and Commercial Establishments Act, and Rules, are applicable to all the shops and
commercial establishments in the whole of the Rajasthan State. The Act is enacted for the purpose of
protecting the rights of employees. The Act regulate the working and employment conditions of the
workers employed in shops and establishments including commercial establishments and
provide for fixation of working hours, rest intervals, overtime, holidays, maternity leave and benefits,
termination of service, maintenance of shops, and establishments and other rights and obligations of the
employers and employees. All establishments have to be registered under the shops and establishments
legislations of the state where they are located. There are penalties prescribed in the form of monetary
fine or imprisonment for violation of the Act.
Employees Provident Fund and Miscellaneous Provisions Act, 1952, and the schemes formulated there
under
The Employees Provident Fund and Miscellaneous Provisions Act, 1952 (“EPF Act”) provides for the
institution of provident funds, family pension funds, and deposit-linked insurance funds for the employees
in factories and other establishments. Accordingly, the following schemes are formulated for the benefit
of such employees:
(i) The Employees Provident Fund Scheme, 1952: As per this scheme, a provident fund is constituted
and both the employees and employer contribute to the fund at the rate of 12% (or 10% in certain
cases) of the basic wages, dearness allowance and retaining allowance, if any, payable to employees
on a monthly basis.
(ii) The Employees’ Pension Scheme, 1995: The employees’ pension scheme is a pension scheme for
survivors, old aged and persons with disabilities. This scheme derives its financial resources by partial
diversion from the provident fund contribution, the rate is 8.33%. Thus, a part of the contribution
representing 8.33% of the employee’s pay shall be remitted by the employer to the employee’s
pension fund within fifteen (15) days of the close of every month by a separate bank draft or cheque
on account of the employees’ pension fund contribution in such manner as may be specified in this
behalf by the appropriate authority constituted under the EPF Act.
(iii) The Employees Deposit Linked Insurance Scheme, 1976: As per this scheme, the employer must
remit the contribution, along with applicable with administrative charges at such rate as the Central
Government may fix from time to time under Section 6C (4) of the EPF Act, to the insurance fund
within fifteen (15) days of the close of every month by a separate bank draft or cheque or by
remittance in cash in such manner as may be specified in this behalf by the appropriate authority
constituted under the EPF Act.
Page 223 of 465The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(“SHWW Act”) provides for the protection of women at the workplace and the prevention of sexual
harassment at the workplace. The SHWW Act also provides for a redressal mechanism to manage
complaints in this regard. Sexual harassment includes one or more of the following acts or behaviours
namely, physical contact and advances a demand or request for sexual favours or making sexually colored
remarks, showing pornography or any other unwelcome physical, verbal or non-verbal conduct of a sexual
nature. The SHWW Act makes it mandatory for every employer of a workplace to constitute an internal
complaints committee which shall always be presided upon by a woman. It also provides for the manner
and time period within which a complaint shall be made to the internal complaints committee, i.e., a
written complaint is to be made within a period of three (3) months from the date of the last incident. If
the establishment has less than ten (10) employees, then the complaints from employees of such
establishments as also complaints made against the employer himself shall be received by the local
complaints committee. The penalty for non-compliance with any provision of the SHWW Act shall be
punishable with a fine extending to Rs. 50,000/- (Rupees Fifty Thousand Only).
Code on Wages, 2019
This Code received the assent of the President of India on August 8, 2019, and subsumes four existing
laws namely, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act,
1965 and the Equal Remuneration Act, 1976. The Central Government vide notification dated December
18, 2020, notified certain provisions of the Code on Wages, mainly in relation to the constitution of the
advisory board. The remaining provisions of this Code have been brought into force with effect from
November 21, 2025. The Central government and some of the State government are yet to notify the
rules under this Code.
Industrial Relations Code, 2020
This Code received the assent of the President of India on September 28, 2020, and it subsumes three
existing legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions Act, 1926 and the
Industrial Employment (Standing Orders) Act, 1946. The provisions of this Code have been brought into
force with effect from November 21, 2025. The Central government and some of the State government
are yet to notify the rules under this Code.
Occupational Safety, Health and Working Conditions Code, 2020
The Code received the assent of the President of India on September 28, 2020, and it subsumes 12 existing
legislations, including the Factories Act, 1948, the Contract Labour (Regulation and Abolition) Act, 1970,
the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979, and
the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act,
1996. The Code provides for, inter alia, standards for health, safety and working conditions for employees
of the establishments. The provisions of this Code have been brought into force with effect from
November 21, 2025. The Central government and some of the State government are yet to notify the
rules under this Code.
Code on Social Security, 2020
This Code received the assent of the President of India on September 28, 2020 and it subsumes 9 existing
legislations including the Employee’s Compensation Act, 1923, the Employees’ State Insurance Act, 1948,
the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961,
the Payment of Gratuity Act, 1972, the Building and Other Construction Workers’ Welfare Cess Act,
1996, and the Unorganised Workers’ Social Security Act, 2008. This Code aims to provide uniformity
in providing social security benefits to the employees which was earlier segregated under different acts
and had different applicability and coverage. The provisions of this Code were partially brought into force
by the Central Government vide notification dated May 3, 2023 and vide notification dated November 21,
2025. The remaining provisions of this Code will be brought into force on a date to be notified by the
Central Government. The Central government and some of the State government are yet to notify the
rules under this Code.
Page 224 of 465Child and Adolescent Labour (Prohibition and Regulation) Act, 1986
The Child and Adolescent Labour (Prohibition and Regulation) Act, 1986 (“Child Labour Act”) prohibits the
employment of children below 14 years of age in certain occupations and processes and provides for
regulation of employment of children in all other occupations and processes. The employment of Child
Labour in our industry is prohibited as per Part B (Processes) of the Schedule.
ENVIRONMENTAL LAWS
Environment (Protection) Act, 1986 and Environment (Protection) Rules, 1986
The Environment (Protection) Act, 1986 (“EP Act”) has been enacted for the protection and improvement
of the environment. It stipulates that no person carrying on any industry, operation or process shall
discharge or permit the discharge or emission of any environmental pollutant in excess of the prescribed
standards as may be prescribed. Further, no person shall handle or cause to be handled any hazardous
substance except in accordance with such procedure and after complying with such safeguards as may be
prescribed. The EP Act empowers the Central Government to take all necessary measures to protect and
improve the environment such as laying down standards for emission or discharge of pollutants, providing
for restrictions regarding areas where industries may operate and generally to curb environmental
pollution.
The Environment (Protection) Rules, 1986 (“EP Rules”) prescribes the standards for emission or discharge
of environmental pollutants from industries, operations or processes, for the purpose of protecting and
improving the quality of the environment and preventing and abating environmental pollution.
Water (Prevention and Control of Pollution) Act, 1974
The Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”) aims to prevent and control
water pollution and to maintain or restore wholesomeness of water. The Water Act provides for one
Central Pollution Control Board, as well as state pollution control boards, to be formed to implement its
provisions, including enforcement of standards for factories discharging pollutants into water bodies. Any
person intending to establish any industry, operation or process or any treatment and disposal system
likely to discharge sewage or other pollution into a water body, is required to obtain the consent of the
relevant state pollution control board by making an application.
Air (Prevention and Control of Pollution) Act, 1981
The Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”) aims to prevent, control, and abate air
pollution, and stipulates that no person shall, without the prior consent of the relevant state pollution
control board, establish or operate any industrial plant that emits air pollutants in an air pollution control
area. They also cannot discharge or cause or permit to be discharged the emission of any air pollutant in
excess of the standards laid down by the relevant state pollution control board. The Central Pollution
Control Board and the state pollution control boards constituted under the Water Act perform similar
functions under the Air Act as well. Pursuant to the provisions of the Air Act, any person establishing or
operating any industrial plant within an air pollution control area, must obtain the consent of the relevant
State Pollution Control Board prior to establishing or operating such industrial plant.
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016
The Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous
Waste Rules”) regulate the management, treatment, storage, and disposal of hazardous waste by
imposing an obligation on every occupier and operator of a facility generating hazardous waste to dispose
of such waste without harming the environment. The term “hazardous waste” has been defined in the
Hazardous Waste Rules and any person who has control over the affairs of the factory or the premises or
any person in possession of the hazardous waste has been defined as an “occupier”. Every occupier and
operator of a facility generating hazardous waste must obtain authorization from the relevant State
Pollution Control Board. Further, the occupier, importer or exporter is liable for damages caused to the
environment resulting from the improper handling and disposal of hazardous waste and must pay any
financial penalty that may be levied by the respective state pollution control board.
Page 225 of 465Public Liability Insurance Act, 1991
The Public Liability Insurance Act, 1991 (“PLI Act”) imposes liability on the owner or controller of
hazardous substances for any damage arising out of an accident involving such substances. A list of
hazardous substances covered by the PLI Act has been enumerated by the Government by way of a
notification. The owner or handler is also required to take out an insurance policy insuring against liability
under the PLI Act. The rules made under the PLI Act mandate that the employer has to contribute towards
the Environment Relief Fund, a sum equal to the premium paid on the insurance policies. The amount is
payable to the insurer.
TAX LAWS
The Customs Act, 1962
All the provisions relating to customs applicable on import/export of goods in/from India are consolidated
under the Indian Customs Act, 1962. Customs duties are levied on the goods at the rates specified in the
Schedules of the Customs Tariff Act, 1975. The taxable event is import and export of goods into or from
India. Export duties (Second Schedule) are levied at present on a limited number of items but import
duties are levied at present on almost all items with a few exceptions. The said Act also provides for
valuation of imported and exported goods along with assessment procedure for proper implementation
of the provisions
The Income Tax Act, 2025
The Income Tax Act, 2025 (“Tax Act”) has been notified by Government of India, which consolidates and
amends the erstwhile Income Tax Act, 1961. The Tax Act has been passed by both Houses of Parliament
and received the President’s assent on 21 August 2025. It has come into force from 1 April 2026. The Tax
Act does not propose any changes to prevailing tax rates and regimes for individuals and corporations and
nor does it amend the existing provisions relating to offences and penalties. The Tax Act primarily aims to
simplify the language, bring clarity on digital and international transactions, and remove redundant
provisions. It further aims to widen the tax base by strengthening reporting requirements and aligning
Indian tax laws with global best practices, particularly in cross-border taxation. While retaining core
principles such as taxation based on residential status and classification of income, the Tax Act introduces
changes to rates, procedures and compliance obligations, the impact of which will depend on the final
provisions and their implementation.
Goods and Services Tax
Goods and Services Tax (GST) is levied on supply of goods or services or both jointly by the Central and
State Governments. It was introduced as The Constitution (One Hundred and First Amendment) Act 2017
and is governed by the GST Council. GST provides for imposition of tax on the supply of goods or services
and will be levied by centre on intra-state supply of goods or services and by the States and Union
territories with or without legislatures, respectively. A destination-based consumption tax GST would be
a dual GST with the central and states simultaneously levying tax with a common base. The GST law is
enforced through various acts viz. Central Goods and Services Act, 2017 (CGST), State Goods and Services
Tax Act, 2017 (SGST), Union Territory Goods and Services Tax Act, 2017 (UTGST), Integrated Goods and
Services Tax Act, 2017 (IGST) and Goods and Services Tax (Compensation to States) Act, 2017 and various
rules made thereunder.
Every person liable to register under these Acts shall do so within a period of 30 days from the date on
which they become liable for registration. The Central or State authority shall issue the registration
certificate upon receipt of application. The Certificate shall contain fifteen-digit registration number
known as Goods and Service Tax Identification Number (GSTIN). In case a person has multiple business
verticals in different locations in a state, a separate application must be submitted for registration at each
location. The registered assessee is then required to pay GST as per the rules applicable thereon and file
the appropriate returns as applicable thereon. GST has replaced following indirect taxes and duties at the
central and state levels.
Page 226 of 465INTELLECTUAL PROPERTY LAWS
The Trademarks Act, 1999
The Trademarks Act, 1999 (“Trademarks Act”) governs the statutory protection of trademarks and
prevention of the use of fraudulent marks in India. Indian law permits the registration of trademarks for
both goods and services. As per the provisions of the Trademarks Act, an application for trademark
registration may be made with the relevant Trademarks Registry by any person or persons claiming to be
the proprietor of a trademark, whether individually or as joint applicants, and can be made on the basis
of either actual use or intention to use a trademark in the future. Once granted, a trademark registration
is valid for 10 years unless cancelled, subsequent to which, it can be renewed. If not renewed, the mark
lapses and the registration is required to be restored to gain protection under the provisions of the
Trademarks Act. The Trademarks Act prohibits registration of deceptively similar trademarks and provides
for penalties for infringement, falsifying and falsely applying trademarks among others. Further, pursuant
to the notification of the Trademarks (Amendment) Act, 2010, simultaneous protection of trademark in
India and other countries has been made available to owners of Indian and foreign trademarks. It also
seeks to simplify the law relating to the transfer of ownership of trademarks by assignment or
transmission and to bring the law in line with international practices.
The Copyright Act, 1957
The Copyright Act, 1957, along with the Copyright Rules, 2013 (“Copyright Laws”) governs copyright
protection in India. Even while copyright registration is not a prerequisite for acquiring or enforcing a
copyright in an otherwise copyrightable work, registration under the Copyright Laws acts as prima facie
evidence of the particulars entered therein and helps expedite infringement proceedings and reduce
delay caused due to evidentiary considerations. Upon registration, the copyright protection for a work
exists for a period of 60 years following the demise of the author. Reproduction of a copyrighted work for
sale or hire and issuing of copies to the public, among others, without consent of the owner of the
copyright are acts which expressly amount to an infringement of copyright. The Copyright Laws prescribe
a fine, imprisonment or both for violations, with enhanced penalty on second or subsequent convictions.
The Designs Act, 2000
The Designs Act, 2000 (“Designs Act”) protects any visual design of objects that are not purely utilitarian.
An industrial design consists of the creation of a shape, configuration or composition of pattern or colour,
or combination of pattern and colour in three-dimensional form containing aesthetic value. The Designs
Act provides an exclusive right to apply a design to the class in which the design is registered.
STATUTORY AND COMMERCIAL LAWS
The Companies Act, 2013
The Companies Act, 2013, has replaced the Companies Act, 1956, in a phased manner. The Companies
Act, 2013 received the assent of the President of India on August 29, 2013. The Ministry of Corporate
Affairs has also issued rules complementary to the Companies Act, 2013, establishing the procedure to be
followed by companies in order to comply with the substantive provisions of the Companies Act, 2013.
The Act primarily regulates the formation, financing, functioning, and winding up of companies. It also
prescribes regulatory mechanisms regarding all relevant aspects including organizational, financial and
managerial aspects of companies.
Indian Contract Act, 1872
The Indian Contract Act, 1872 (“Contract Act”) codifies the way in which a contract is entered into,
executed, and implemented and the implications of a breach of a contract. The Contract Act consists of
limiting factors subject to which contract may be entered into, executed and breach enforced, as
amended from time to time. It determines the circumstances in which a promise made by the parties to
a contract shall be legally binding on them. Each contract creates some rights and duties upon the
contracting parties. The Contract Act deals with the enforcement of these rights and duties upon the
parties. The Act also lays down provisions of indemnity, guarantee, bailment, and agency. Provisions
Page 227 of 465relating to the sale of goods and partnerships, which were originally in the Act are now the subject matter
of separate enactments viz., the Sale of Goods Act, 1930 and the Indian Partnership Act 1932. The
objective of the Contract Act is to ensure that the rights and obligations arising out of a contract are
honoured and that legal remedies are made available to those who are affected.
The Arbitration & Conciliation Act, 1996
The Arbitration and Conciliation Act, 1996 (“A&C Act”) provides a framework for the resolution of
disputes through arbitration and conciliation. The main aim of A&C Act is to promote alternative dispute
resolution mechanisms and offer a cost-effective, and private alternative to court litigation. Arbitration
or conciliation is initiated based on an agreement between the parties or by a court order. In arbitration
proceedings, the tribunal conducts hearings, gathers evidence, and issues an award based on the
proceedings. In conciliation proceedings, the conciliator engages with the parties to help them reach a
mutually acceptable resolution. The arbitral award is the final decision of the arbitrator(s)and is binding
on the parties. The arbitral award has the same force of decree as that the court decree.
Competition Act, 2002
The Competition Act, 2002 aims to prevent anti-competitive practices that cause, or are likely to cause,
an appreciable adverse effect on competition in the relevant market in India. The Act deals with the
prohibition of agreements and anti-competitive agreements. No enterprise or group shall abuse its
dominant position in various circumstances as mentioned under the act. The prima facie duty of the
Competition Commission, established under the Act, is to eliminate practices having adverse effects on
competition, promote and sustain competition, protect the interests of the consumer, and ensure
freedom of trade.
Micro, Small and Medium Enterprises Development Act, 2006
The Micro, Small and Medium Enterprises Development Act, 2006 was enacted in order to promote and
enhance the competitiveness of Micro, Small and Medium Enterprise (“MSME”). As per the notification
no. F. No. 2/1(5)/2019-P&G/Policy (Pt.-IV) dated June 01, 2020, the Central Government notified the
following criteria for the classification of MSME with effect from July 01, 2020: as a micro-enterprise,
where the investment in plant and machinery or equipment does not exceed One Crore Rupees and
turnover does not exceed Five Crore Rupees; a small enterprise, where the investment in plant and
machinery or equipment does not exceed ten crore rupees and turnover does not exceed Fifty Crore
Rupees; and a medium enterprise, where the investment in plant and machinery or equipment does not
exceed Fifty Crore Rupees and turnover does not exceed Two Hundred and Fifty Crore Rupees.
The classification limits for MSME have been revised pursuant to MSME Notification No. SO-1364(E) dated
21.03.2025. The new classification thresholds are as follows: (a) For Micro Enterprises, the investment
limit will be raised to Rs. 2.5 crores and the turnover limit to Rs. 10 crores; (b) For Small Enterprises, the
investment limit will be increased to Rs. 25 crores and the turnover limit to Rs. 100 crores; and (c) For
Medium Enterprises, the investment limit will be enhanced to Rs. 125 crores and the turnover limit to Rs.
500 crores. These revised limits have come into effect from 1 April 2025.
The Negotiable Instruments Act, 1881
In India, the laws governing monetary instruments such as cheques are contained in the Negotiable
Instruments Act, 1881 (“NI Act”). The NI Act provides effective legal provision to restrain persons from
issuing cheques without having sufficient funds in their account and any stringent provision to punish
them in the event of such cheque not being honoured by their bankers and returned unpaid. Section 138
of the NI Act creates statutory offence in the matter of dishonour of cheques on the ground of
insufficiency of funds in the account maintained by a person with the banker.
The Insolvency and Bankruptcy Code, 2016
The Insolvency and Bankruptcy Code, 2016 covers Insolvency of companies, Limited Liability partnerships
(LLPs), unlimited liability partnerships, and individuals. The IBC 2016 has laid down a collective mechanism
for resolution of insolvencies in the country by maintaining a delicate balance for all stakeholders to
Page 228 of 465preserve the economic value of the process in a time bound manner. The code empowers any creditor of
a Corporate Debtor (CD), irrespective of it being a Financial Creditor (FC) or Operational Creditor (OC) or
secured or unsecured creditor, or the Corporate Debtor itself, to make an application before the
Adjudicating Authority (AA) to initiate Corporate Insolvency Resolution Process (CIRP) against a Corporate
Debtor, at their discretion, in the event of there being a default by the Corporate Debtor in payment of
their dues for an amount as specified from time to time. On initiation of the said CIRP, a resolution to be
sought for the company within a time bound time period of 180 days.
Indian Stamp Act, 1899
Under the Indian Stamp Act, 1899 and other State specific stamp legislations (collectively the “Stamp Act”)
stamp duty is payable on instruments evidencing a transfer, creation or extinguishment of any right, title
or interest in immovable property and other instruments specified therein. Stamp duty must be paid on
all instruments specified under the Stamp Act at the rates specified in the schedules to the Stamp Act.
The applicable rates for stamp duty on instruments chargeable with duty vary from state to state.
Instruments chargeable to duty under the Stamp Act, which are not duly stamped are inadmissible in
court as evidence of the transaction contained therein and it also provides for impounding of instruments
that are not sufficiently stamped or not stamped at all.
The Consumer Protection Act, 2019
The Consumer Protection Act, which repeals the Consumer Protection Act, 1986, was designed and
enacted to provide for timely and effective administration and settlement of consumer disputes. It seeks,
inter alia, to promote and protects the interests of consumers against deficiencies and defects in goods
or services and secure the rights of a consumer against unfair trade practices, which may be practiced by
manufacturers, service providers and traders. The definition of “consumer” has been expanded under the
Consumer Protection Act to include persons who buy goods or avail services by offline or online
transactions through electronic means or by tele-shopping or direct-selling or multi-level marketing. It
provides for the establishment of consumer disputes redressal commissions for the purposes of redressal
of consumer grievances. In addition, under the Consumer Protection Act, in cases of misleading and false
advertisements, a manufacturer or service provider who causes a false or misleading advertisement to be
made which is prejudicial to the interest of consumers, may be punished with imprisonment for a term
which may extend to two years, and with fine which may extend to ten lakh rupees.
The Information Technology Act, 2000 (the “Information Technology Act”) and rules made thereunder
The IT Act was enacted with the sole purpose of providing legal recognition to transactions carried out by
the means of various means of electronic data interchange involving alternatives to paper-based methods
of communication and storage of information. The IT Act also seeks to facilitate electronic filing of
documents and create a mechanism for the authentication of electronic records through digital
signatures. The IT Act prescribes punishment for publishing and transmitting obscene material in
electronic form. The IT Act has extraterritorial jurisdiction over any offence or contravention under theIT
Act committed outside India by any person, irrespective of their nationality, if the act or conduct
constituting the offence or contravention involves a computer, computer system or computer network
located in India. The Information Technology (Amendment) Act, 2008, which amended the IT Act
facilitates electronic commerce. by recognizing contracts concluded through electronic means, protects
intermediaries in respect of third party information liability. The IT Act also prescribes civil and criminal
liability including fines and imprisonment for computer related offences including those relating to
unauthorized access to computer systems, tampering with or unauthorized manipulation of any
computer, computer system or computer network and damaging computer systems.
The Digital Personal Data Protection Act, 2023 (“Data Protection Act”)
The Data Protection Act was notified on August 11, 2023, and has become enforceable from November
13, 2025. Data Protection Act replaces the existing data protection provision, as contained in Section 43A
of the IT Act. It seeks to balance the rights of individuals to protect their personal data with the need to
process personal data for lawful and other incidental purposes. The Data Protection Act provides that
personal data may be processed only for a lawful purpose after obtaining the consent of the individual. A
Page 229 of 465notice must be given before seeking consent. It further imposes certain obligations on data fiduciaries
including (i) make reasonable efforts to ensure the accuracy and completeness of data, (ii) build
reasonable security safeguards to prevent a data breach, (iii) inform the Data Protection Board of India
(the “DPB”) and affected persons in the event of a breach, and (iv) erase personal data as soon as the
purpose has been met and retention is not necessary for legal purposes (storage limitation). In case of
government entities, storage limitation and the right of the data principal to erasure will not apply. The
Central Government will establish the DPB. Key functions of the DPB include: (i) monitoring compliance
and imposing penalties, (ii) directing data fiduciaries to take necessary measures in the event of a data
breach, and (iii) hearing grievances made by affected persons. The DPB members will be appointed for
two years and will be eligible for re-appointment. The Central Government will prescribe details such as
the number of members of the DPB and the selection process.
Anti Money-Laundering, Countering the Financing of Terrorism, and Combating Proliferation Financing
Guidelines for Dealers in Precious Metals and Precious Stones, 2023 under PMLA, 2002, UAPA, 1967
and WMDA, 2005 (“Anti-Money Laundering Guidelines” or “Guidelines”)
The Guidelines encompass the applicable regulations of India’s anti-money laundering and anti-terrorism
financing laws to dealers in precious metals and precious stones. The laws include the Prevention of
Money Laundering Act, 2002 (“PMLA”), the Prevention of Money Laundering (Maintenance of Records)
Rules, 2005 (“PMLR”), the Unlawful Activities (Prevention) Act, 1967 (“UAPA”), and the Weapons of Mass
Destruction and their Delivery Systems (Prohibition of Unlawful Activities) Act, 2005 (“WMDA”). The
Guidelines prescribe obligations of dealers in precious metals and stones designated as Reporting Entities
(a banking company, financial institution, intermediary or a person carrying on a designated business or
profession) under the PMLA and PMLR provisions.
Municipality Laws
State governments are empowered to endow municipalities with such powers and authority as may be
necessary to enable them to perform functions in relation to permitting the carrying on of trade and
operations. Accordingly, State governments have enacted laws authorizing municipalities to regulate use
of premises, including regulations for issuance of a fire no objection certificate, trade license to operate,
along with prescribing penalties for noncompliance.
SECURITIES LAW AND REGULATIONS
Upon successful listing of the Equity Shares pursuant to the Issue, following laws will apply on the
Company:
Securities and Exchange Board of India Act, 1992
The Securities and Exchange Board of India Act, 1992 establishes SEBI as the principal regulatory authority
overseeing India’s securities markets. It confers comprehensive powers upon SEBI to regulate all facets of
securities markets, including issuance, listing, and trading activities. The Act authorizes SEBI to safeguard
investor interests, maintain market integrity, and foster market development through regulations,
circulars, and guidelines. Furthermore, it empowers SEBI to conduct investigations into potential
violations, impose administrative and monetary sanctions, and pursue enforcement actions against non-
compliant market participants.
Securities Contracts (Regulation) Act, 1956 (“SCRA”)
SCRA regulates securities transactions and establishes the legal infrastructure for stock exchanges within
India. It comprehensively defines securities and financial instruments while governing listing requirements
and prohibiting unauthorized trading. The Act establishes parameters for recognition of exchanges and
empowers the central government and SEBI to implement measures for intervention when necessary to
protect investor interests or preserve market stability. It also provides the statutory basis for regulation
of derivatives and other complex financial instruments.
Page 230 of 465Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”)
SEBI Listing Regulations delineate ongoing compliance obligations for companies with listed securities.
They establish requirements for financial disclosures, corporate governance standards, investor grievance
mechanisms, and timely reporting of material events. The regulations mandate specific committee
compositions, independent director requirements, and approvals for related party transactions. They also
prescribe formats and timelines for periodic submissions to stock exchanges and require the appointment
of qualified compliance officers to ensure adherence to applicable regulatory requirements.
SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011
The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Takeover Regulations)
regulate the acquisition of significant shareholding and control in listed companies to ensure
transparency, fairness, and protection of minority shareholders. The regulations require acquirers
crossing specified thresholds of shareholding or voting rights to make an open offer to existing
shareholders at a fair price, disclose their intentions, and adhere to prescribed timelines. They also lay
down rules for disclosure of changes in shareholding, exemptions, and procedural requirements, thereby
promoting market integrity, informed decision-making, and equitable treatment of all investors during
substantial acquisitions and takeovers.
Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices)
Regulations, 2003
The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices)
Regulations, 2003 prohibit manipulative, fraudulent, and unfair practices in connection with securities
markets. They define various categories of prohibited activities, including market manipulation, price
rigging, misleading statements, and artificial transactions designed to create false market impressions.
The regulations empower SEBI to investigate suspected violations, issue cease-and-desist orders, impose
monetary penalties and market access restrictions, establish the basis for disgorgement of ill-gotten gains,
and provide for restitution to investors affected by fraudulent practices.
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 prohibit
trading in securities while in possession of unpublished price-sensitive information (UPSI). They define
insider trading offenses, establish trading restrictions for designated persons, and mandate disclosure
requirements for promoters, directors, and key management personnel. The regulations require
companies to formulate codes of conduct, implement trading plans for insiders, and establish mechanisms
for identifying and safeguarding UPSI. They also prescribe the maintenance of structured digital databases
to track UPSI recipients and specify procedures for legitimate communications with stakeholders.
FOREIGN INVESTMENT REGULATIONS
Foreign Trade (Development and Regulation) Act, 1992, and the Foreign Trade Policy of India, 2023
The Foreign Trade (Development and Regulation) Act, 1992 (“FTA”) seeks to increase foreign trade by
regulating imports and exports to and from India. It authorizes the Government to formulate and
announce the export and import policy and to keep amending the same on a timely basis. The Foreign
Trade Policy of India, 2023 is notified by Central Government, in the exercise of powers conferred under
Section 5 of the FTA, as amended. In accordance with Policy 2023, an entity is required to mandatorily
apply for the Importer-Exporter Code (“IEC”) for undertaking import/export activities.
Foreign Exchange Management Act, 1999, and rules and regulations framed thereunder
Foreign investment in India is primarily governed by the provisions of the Foreign Exchange Management
Act, 1999 (“FEMA”) which relates to regulation primarily by the Reserve Bank of India (RBI) along with the
rules, regulations, and notifications thereunder, and the policy prescribed by the Department of Industrial
Policy and Promotion, Ministry of Commerce & Industry, Government of India. As laid down by the FEMA
Regulations (as defined hereunder), no prior consents and approvals are required from the RBI, for foreign
Page 231 of 465direct investment (“FDI”) under the ‘automatic route’, provided it fallswithin the specified sectoral caps.
In respect of all industries not specified as FDI under the automatic route, and in respect of investment in
excess of the specified sectoral limits under the automatic route, approval may be required from the FIPB
and/or the RBI. The RBI, in the exercise of its power under FEMA, has notified the Foreign Exchange
Management (Non-debt Instruments) Rules, 2019 vide notification F.No. 1/14/EM/2015 dated October
17, 2019 (“FEMA Regulations”), which governs transfer by or issue security to a person resident outside
India. FEMA Regulations repealed the Foreign Exchange Management (Transfer or Issue of Security by a
Person Resident outside India) Regulations, 2017, and Foreign Exchange Management (Acquisition and
Transfer of Immovable Property in India) Regulations, 2018.
Foreign Direct Investment Policy, 2020
With the intent and objective of the Government of India to attract and promote Foreign Direct
Investment (FDI) in order to supplement domestic capital, technology, and skills, for accelerated economic
growth. The Government of India has put in place a policy framework on Foreign Direct Investment, which
is transparent, predictable, and easily comprehensible. This framework is embodied in the Circular on
Consolidated FDI Policy, which may be updated annually, to capture and keep pace with the regulatory
changes, effected in the interregnum. The Department for Promotion of Industry and Internal Trade
(DPIIT), Ministry of Commerce & Industry, Government of India makes policy pronouncements on FDI
through press notes/press releases which are notified by the RBI as amendments to the Foreign Exchange
Management (Transfer or Issue of Security by Persons Resident Outside India) Regulations, 2000. These
notifications take effect from the date of issue of press notes/ press releases unless specified otherwise
therein. In case of any conflict, the relevant FEMA Notification will prevail. The procedural instructions
are issued by the RBI vide A.P. (DIR Series) Circulars. The regulatory framework, over a period, thus,
consists of Acts, Regulations, Press Notes, Press Releases, Clarifications, etc.
Page 232 of 465HISTORY AND CERTAIN CORPORATE MATTERS
BRIEF HISTORY OF OUR COMPANY
Our Company was incorporated in Jaipur, Rajasthan as “Advit Jewels Private Limited” a private limited
company under the Companies Act, 2013, pursuant to a certificate of incorporation dated October 29,
2019, issued by Registrar of Companies, Central Registration Centre, Manesar. Thereafter, our Company
was converted from a private limited company to a public limited company under the provisions of the
Companies Act, 2013, pursuant to a resolution passed in the extraordinary general meeting of our
Shareholders held on April 16, 2025. Accordingly, upon conversion the name of our Company was
changed to “Advit Jewels Limited” by deletion of the word ‘Private’. A fresh certificate of incorporation
consequent upon conversion of our Company from private limited company to public limited company
dated April 30, 2025, was issued by the Registrar of Companies, Central Processing Centre bearing
Corporate Identification Number “U36910RJ2019PLC066804”.
For information on our Company’s profile, activities, market, service, etc., market of each segment,
standing of our Company in comparison with prominent competitors, with reference to its services,
management, managerial competence, technology, market, major suppliers and customers,
environmental issues, geographical segment, etc. wherever applicable, please refer to chapters titled
“Our Business”, “Industry Overview”, “Restated Financial Information”, “Management’s Discussion and
Analysis of Financial Condition and Results of Operation” and “Government and Other Approvals”
beginning on pages 200, 146, 265, 326 and 365 respectively.
CHANGES IN THE REGISTERED OFFICE
There has been no change in the Registered Office of our Company since the date of incorporation.
MAIN OBJECTS OF OUR COMPANY
The main objects contained in the Memorandum of Association of our Company are as follows:
1) To design, manufacture, trade, deal in, prepare for market, assemble, fabricate, retail, wholesale,
import, export, stock, purchase, sell, resell, distribute, keep in store or in warehouse, hire, let on hire,
service, alter, improve, repair, recondition, modify, or otherwise deal in as franchisees franchisors,
agents brokers, and deals In all kind of fashion and lifestyle products including metals, gemstones and
diamonds and other stones whether real artificial or synthetic, precious or semi-precious jewelry,
ornaments, artifacts, watches, clocks, pens, statues and articles made of metal or metals or precious
metals and alloys, wood, stone, leather or other material and furniture and handicraft items.
AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION
Set out below are the amendments to the Memorandum of Association of our Company since
incorporation:
Date of Shareholders’
Details of the modifications
Resolution / Effective date
Clause I of our Memorandum of Association was amended to reflect the change of name of our
April 16, 2025 Company from “Advit Jewels Private Limited” to “Advit Jewels Limited”, pursuant to its
conversion from private limited company to public limited company.
Clause V of the Memorandum of Association of our Company was amended to reflect the
increase in our authorised share capital from ₹ 1,00,000 /- (Rupees One Lakh only) divided into
July 02, 2025
10,000 (Ten Thousand) Equity shares of ₹ 10/- each to ₹ 50,00,00,000/- (Rupees Fifty Crores)
divided into 5,00,00,000 (Five Crores) Equity shares of ₹ 10/- each.
Clause V of the Memorandum of Association of our Company was amended to reflect the
increase in our authorised share capital from ₹ 50,00,00,000 /- (Rupees Fifty Crores only) divided
August 04, 2025
into 5,00,00,000 (Five Crores) Equity shares of ₹ 10/- each to ₹ 50,50,00,000/- (Rupees Fifty
Crores Fifty Lakhs) divided into 5,05,00,000 (Five Crores Five Lakh) Equity shares of ₹ 10/- each.
Page 233 of 465MAJOR EVENTS AND MILESTONES OF OUR COMPANY
The following table sets forth the key events and milestones in the history of our Company, since
incorporation:
Year Particulars
2019 Incorporation of our Company as a Private Limited company
Conversion of our Company from a private limited company to a public limited company and
2025 consequent upon such conversion, change of name of our Company from “Advit Jewels Private
Limited” to Advit Jewels Limited”.
KEY AWARDS, ACCREDITATIONS OR RECOGNITION
Year Award/Accreditation/Recognition
2025 National Prestige Award for India’s most trusted Jewellery Brand
2026 Awarded with the Artefacts of the Year award by IJ Design Awards 2026 in JJS (Jaipur Jewellery Show)
TIME AND COST OVERRUN
As on the date of filing of this Red Herring Prospectus, our Company has not experienced time and cost
overruns pertaining to our business operations.
LAUNCH OF KEY PRODUCTS OR SERVICES, ENTRY IN NEW GEOGRAPHIES OR EXIT FROM EXISTING
MARKETS
For details of key services launched by our Company, entry in new geographies or exit from existing
markets, see “Our Business - Our Business Strategies- Geographic Expansion: Scaling Across India” on
page 207.
DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS/ BANKS
There are no defaults or rescheduling of borrowings from financial institutions or banks or conversion of
loans into equity in relation to our Company. For further details about our financial arrangements, see
“Financial Indebtedness” beginning on page 353.
REVALUATION OF ASSETS
Our Company has neither revalued its assets nor has issued any Equity Shares by capitalizing any
revaluation reserves since its incorporation.
DETAILS REGARDING MATERIAL ACQUISITION OR DISINVESTMENTS OF BUSINESS / UNDERTAKINGS,
MERGERS, AMALGAMATION
Our Company has not made any material acquisitions or divestments of business/ undertakings, mergers,
amalgamation, any revaluation of assets, etc. since its incorporation.
HOLDING COMPANY
As on the date of this Red Herring Prospectus, our Company does not have a holding company.
SUBSIDIARIES OF OUR COMPANY
As on the date of this Red Herring Prospectus, our Company does not have any subsidiary company.
Page 234 of 465ASSOCIATE OR JOINT VENTURES OF OUR COMPANY
As of the date of this Red Herring Prospectus, our Company does not have any Associate or Joint Ventures
company.
STRATEGIC AND FINANCIAL PARTNERS
Our Company has not entered into any subsisting material agreements with strategic partners, joint
venture partners and/or financial partners other than in the ordinary course of business of our Company.
SHAREHOLDERS AND OTHER AGREEMENTS
As on the date of this Red Herring Prospectus, there are no subsisting shareholders’ agreements,
arrangements or other agreements containing any material terms or covenants that are required to be
disclosed in this Red Herring Prospectus or the non-disclosure of which may have an impact on an
investor’s decision to participate in the Issue. Furthermore, our Company is not a party to, and is not
aware of, any such agreements or covenants that may be adverse to or prejudicially affect the interests
of the minority or public shareholders.
None of the special rights available to the Promoters / Shareholders, if any, would survive post listing of
the Equity Shares of our Company and the same shall expire or waived off immediately before filing of
URHP, without requiring any further action.
Special rights, if any, post listing shall be subject to approval of the Shareholders by way of a special
resolution, in the first general meeting of the Company held post listing of the Equity Shares.
There are no agreements, inter-se arrangements, any other agreements other than disclosed in this Red
Herring Prospectus and there are no clauses/covenants which are adverse/pre-judicial to the interest of
the public shareholders other than disclosed in this RHP. Further, the BRLM have gone through AoA of
our Company and agreements and confirm to SEBI that no special rights to the Promoters/Shareholders
in the AOA, at the time of filing RHP.
AGREEMENTS WITH KEY MANAGERIAL PERSONNEL OR A DIRECTOR OR PROMOTERS OR ANY OTHER
EMPLOYEE OF THE COMPANY
There are no agreements entered into except in the ordinary course of business by a Key Managerial
Personnel or Senior Management, Director or Promoters or any other employee of our Company, either
by themselves or on behalf of any other person, with any shareholder or any other third party with regard
to compensation or profit sharing in connection with dealings in the securities of our Company.
GUARANTEES GIVEN BY PROMOTERS OFFERING ITS SHARES IN THE OFFER FOR SALE
This is a fresh issue of Equity shares, and our Promoters are not offering their shares in this Issue.
MATERIAL AGREEMENTS
Our company and our promoters and shareholders confirm that except disclosed in this RHP there are no
other inter-se agreements/ arrangements and clauses/ covenants which are material and which needs to
be disclosed and that there are no other clauses/covenants which are adverse/pre-Judicial to the interest
of the minority/public shareholders. Also, there are no other agreements, deed of assignments,
acquisition agreements, Shareholders Subscription Agreements (SHA), inter-se-agreements, agreements
of like nature other than disclosed in this Red Herring Prospectus.
Page 235 of 465Further there is no conflict of interest between the third-party service providers (which are crucial for the
operations of our Company) and our Company, Promoters, members of the Promoter Group, Key
Managerial Personnel, SMPs, Directors, and Group Companies and its directors. Further, there is no
conflict of interest between our Promoters or members of our Promoter Group and the lessor of
immovable properties, which are crucial for the operation of our Company.
DETAILS OF AGREEMENTS REQUIRED TO BE DISCLOSED UNDER CLAUSE 5A OF PARAGRAPH A OF PART
A OF SCHEDULE III OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (“SEBI LODR”).
Our Company has not entered into any agreement required to be disclosed under clause 5A of Para A of
Part A of Schedule III of SEBI LODR.
Page 236 of 465OUR MANAGEMENT
BOARD OF DIRECTORS
In terms of the Articles of Association, our Company is required to have not less than 3 (three) Directors
and not more than 15 (fifteen) Directors. As on the date of this Red Herring Prospectus, our Board
comprises of 8 (Eight) Directors including 3 (three) Executive Directors, 1 (One) Non-Executive Non-
Independent Directors and 4 (Four) Non-Executive Independent Directors out of which 1 (One) is woman
Independent Director. The composition of the Board of Directors is in compliance with the Companies Act
and the SEBI Listing Regulations.
The following table sets forth details regarding our Board of Directors as on the date of this Red Herring
Prospectus:
S. Name, Designation, Date of Birth, Address, Occupation,
Current Term Other Directorships
No. Age, Period of Directorship, DIN and Nationality
Nitin Gilara For a term of Five Indian companies:
years with effect 1. Janak Nandini Buildcon Private
Designation: Chairman and Managing Director from August 01, 2025 Limited
to July 31, 2030 and 2. Janak Nandini Buildwell Private
Date of birth: 10.07.1974 shall be liable to Limited
retire by rotation. 3. Janak Nandini Infrastructures
Address: 31, Karni Nagar, Queens Road, Jaipur, Private Limited
Rajasthan - 302021
Foreign companies: None
1. Occupation: Business
LLP:
Age: 51 years 1. RNV Real Estate LLP
2. Rambhajo Builders LLP
Period of directorship: Director Since October 29, 3. Rambhajo Realtors LLP
2019 4. Pink Lake Enterprises LLP
5. Rambhajo Estates LLP
DIN: 03499237 6. Gemvik Realty LLP
7. GVN Prime Developers LLP
Nationality: Indian 8. Givike Colonizers LLP
Prateek Gilara For a term of Five Indian companies:
years with effect 1. Elegancia Granite Private Limited
Designation: Whole-Time Director from August 01, 2025 2. Janak Nandini Buildwell Private
to July 31, 2030 and Limited
Date of birth: 03.10.1982 shall be liable to 3. Janak Nandini Buildhome Private
retire by rotation. Limited
Address: 31, Karni Nagar, Queens Road, Vaishali
Nagar, Jaipur, Rajasthan - 302021 Foreign companies: None
2. Occupation: Business LLP:
1. Rambhajo Estates LLP
Age: 43 years 2. Gemvik Realty LLP
3. GVN Prime Developers LLP
Period of directorship: Director Since October 29, 4. Givike Colonizers LLP
2019
DIN: 03499186
Nationality: Indian
Vipul Gilara For a term of Five Indian companies:
years with effect 1. Imperial Armoury Private Limited
Designation: Whole-Time Director from August 01, 2025 2. Elegancia Granite Private Limited
to July 31, 2030 and 3. Swaastikkripa Colonizers Private
3. Date of birth: 01.04.1983 shall be liable to Limited
retire by rotation. 4. Janak Nandini Buildcon Private
Address: 31, Karni Nagar, Queens Road, Vaishali Limited
Nagar, Jaipur, Rajasthan – 302021 5. Janak Nandini Estates Private
Limited
Page 237 of 465S. Name, Designation, Date of Birth, Address, Occupation,
Current Term Other Directorships
No. Age, Period of Directorship, DIN and Nationality
Occupation: Business 6. Janak Nandini Infrastructures
Private Limited
Age: 43 years 7. Janak Nandini Buildwell Private
Limited
Period of directorship: Director Since October 29, 8. Imperial Lancers Private Limited
2019
Foreign companies: None
DIN: 03499259
LLP:
Nationality: Indian 1. RNV Real Estate LLP
2. Rambhajo Builders LLP
3. Rambhajo Realtors LLP
4. Rambhajo Estates LLP
5. Gemvik Realty LLP
6. GVN Prime Developers LLP
7. Givike Colonizers LLP
Krishna Vardhan Gilara Appointment as Non- Indian companies: None
Executive Director
Designation: Non-Executive Director w.e.f. March 26, Foreign companies: None
2025 and shall be
Date of birth: 27.03.2006 liable to retire by LLP: None
rotation.
Address: 31, Karni Nagar, Queens Road, Vaishali
Nagar, Jaipur, Rajasthan - 302021
4.
Occupation: Business
Age: 20 years
Period of directorship: Since March 26, 2025
DIN: 11019111
Nationality: Indian
Sidharth Bafna For a term of five Indian companies: None
years from August
Designation: Independent Director 04, 2025 to August Foreign companies: None
03, 2030 and shall
Date of birth: 16.05.1983 not be liable to retire LLP: None
by rotation
Address: C-315, Hans Marg, Malviya Nagar, Jaipur
Rajasthan 302017
5.
Occupation: Self Employed
Age: 43 Years
Period of directorship: Since August 04, 2025
DIN: 11194079
Nationality: Indian
Amit Bardia For a term of five Indian companies:
years from August 1. RIQ Wealth Private Limited
Designation: Independent Director 04, 2025 to August
03, 2030 and shall Foreign companies: None
Date of birth: 18.05.1974 not be liable to retire
6. by rotation LLP: None
Address: Pitaliyon ka Chowk, Johari Bazar, Jaipur
Rajasthan 302003
Occupation: Self Employed
Page 238 of 465S. Name, Designation, Date of Birth, Address, Occupation,
Current Term Other Directorships
No. Age, Period of Directorship, DIN and Nationality
Age: 52 Years
Period of directorship: Since August 04, 2025
DIN: 02924942
Nationality: Indian
Divyank Bader For a term of five Indian companies: None
years from August
Designation: Independent Director 04, 2025 to August Foreign companies: None
03, 2030 and shall
Date of birth: 10.01.1984 not be liable to retire LLP: Amazing Flavours LLP
by rotation
Address: 15, Takhte shahi road, J.L.N Marg, Jawahar
Nagar, Jaipur Rajasthan 302004
7.
Occupation: Self Employed
Age: 42 Years
Period of directorship: Since August 04, 2025
DIN: 07706098
Nationality: Indian
Arzoo Mantri For a term of five Indian companies:
years from August 1. Jayesh Logistics Limited
Designation: Independent Director 04, 2025 to August
03, 2030 and shall Foreign companies: None
Date of birth: 25.09.1999 not be liable to retire
by rotation LLP: None
Address: Dr. Sri Kishn Bihani Road, Bigga Bass ward no.
15, Dungargarh, Bikaner Rajasthan 331803
8.
Occupation: Professional
Age: 26 Years
Period of directorship: Since August 04, 2025
DIN: 11025205
Nationality: Indian
BRIEF BIOGRAPHIES OF DIRECTORS
Nitin Gilara is the Chairman and Managing Director of our Company. He completed his Bachelor’s degree
of Commerce from the University of Rajasthan in 1995. He has been associated with Rambhajo Jewellers
from July 1999 to March 2007 and after that he was admitted as a partner in M/s Rambhajo’s in 2007. He
has been associated with our company since incorporation and continues to provide his services.
Currently, he looks after the overall operations and gives strategic directions furthering the growth of our
Company. His experience of around 26 years in the jewellery segment has contributed to our company’s
growth.
Prateek Gilara is the Whole Time Director of our Company. He holds a Bachelor’s degree in Commerce
from the University of Rajasthan. After completing his graduation, he began his journey as a partner from
2003 to 2007 in Rambhajo Jewellers, a family jewellery partnership firm. Thereafter he was also admitted
as a partner in Rambhajo’s in 2007. He has been associated with our Company since incorporation as a
director and has been redesignated as Whole Time Director in 2025. He has an overall experience of
around 18 years in the field of jewellery. He looks after the vendor relations, manufacturing operations
and innovations and brand development.
Page 239 of 465Vipul Gilara is the Whole Time Director of our Company. He passed his Senior Secondary School
Examination, by the Central Board of Secondary Education, in 2002. He was associated with M/s
Rambhajo’s since 2007 as Executive Head and thereafter he was admitted as the partner of M/s
Rambhajo’s in 2011. He has been associated with our Company since incorporation as a director and has
been redesignated as Whole Time Director in 2025. He has an overall experience of over 14 years in
jewellery sector and looks after the new business development, market expansion, digital transformation
and strategic alliances of our Company.
Krishna Vardhan Gilara, is the Non-Executive Director of our Company. He completed his Senior
Secondary Examination in 2024 from Charter House, Pearson Education Limited, United Kingdom and he
is currently pursuing his undergraduate studies from Northeastern University, Boston. He has been
associated with our Company since March 2025 as Non-Executive Director and has an experience of
around six months.
Sidharth Bafna is the Independent Director of our Company. He completed his Bachelor of Commerce in
2003 from the University of Rajasthan. He completed his Information Systems Audit (ISA) Assessment Test
conducted by The Institute of Chartered Accountants of India in 2006 and also completed his Master of
Science in International Finance from Kingston University, London in 2007. He is a Practicing Chartered
Accountant at Bafna & Associates, Jaipur since 2005 and a Fellow Member of the Institute of Chartered
Accountants of India ('ICAI') since 2010. He also completed his Bachelor of Law from the University of
Rajasthan in 2015. He has working experience of around 20 years in the field of audit, taxation matters
and financial consulting. He joined our Company as Independent director in August 2025.
Amit Bardia is the Independent Director of our Company. He has completed his Bachelor of Commerce
from Rajasthan University in 1995 and Master in Business Administration from Devi Ahilya
Vishwavidyalaya, Indore in 1999. He has previously worked with Arihant Jewels Limited as a director from
February 2010 to August 2018. He has been currently serving as a Promoter and Director at RIQ Wealth
Private Limited since June 2021. He has overall experience of around 8 years in the field of jewellery and
around 4 years in the field of financial structuring and business advisory. He joined our Company as
Independent Director in August 2025.
Divyank Bader is the Independent Director of our Company. He is a commerce graduate from the Mumbai
University. He has experience over 17 years of experience in the gems and jewellery industry. He is a
partner since 2008 in Cosmopolitan Trading Corporation, a gems and jewellery firm in Jaipur. He joined
our Company as Independent director in August 2025. He possesses expertise in gemstone grading,
hallmarking and retail strategy which will contribute to the success of our Company.
Arzoo Mantri is the Independent Director of our Company. She completed her Bachelor of Commerce
from Maharaja Ganga Singh University, Bikaner in 2020. She is also a member of Institute of Company
Secretaries of India since 2024. Currently she is working as a Company Secretary and Compliance Officer
of Shri Kanha Stainless Limited since September 2024. She has an experience of over one year as a
company secretary and compliance officer in the field of secretarial and regulatory compliance functions.
She was appointed as an Independent Director of our Company in August 2025.
DETAILS OF DIRECTORSHIP IN COMPANIES SUSPENDED OR DELISTED
None of our Directors are or were a director of any listed company, whose shares have been or were
suspended from being traded on any stock exchanges, in the last five years prior to the date of this Red
Herring Prospectus, during the term of their directorship in such company.
Further, none of our directors are, or were, a director of any listed company, which has been or was
delisted from any stock exchange during the term of their directorship in such company.
Page 240 of 465RELATIONSHIP BETWEEN OUR DIRECTORS AND KEY MANAGERIAL PERSONNEL OR SENIOR
MANAGEMENT
Except as mentioned below none of the directors of our Company are related to each other or to any of
the Key Managerial Personnel and Senior Management.
Name of the Director/ KMP/ SMP Nature of Relationship
Brother of Prateek Gilara
Cousin of Vipul Gilara
Nitin Gilara
Uncle of Krishna Vardhan Gilara
Brother-in-Law of Swati Gilara and Rachna Gilara
Brother of Nitin Gilara
Cousin of Vipul Gilara
Prateek Gilara Uncle of Krishna Vardhan Gilara
Brother-in-Law of Swati Gilara
Husband of Rachna Gilara
Cousin of Nitin Gilara and Prateek Gilara
Uncle of Krishna Vardhan Gilara
Vipul Gilara
Husband of Swati Gilara
Brother-in-Law of Rachna Gilara
Nephew of Nitin Gilara, Prateek Gilara, Vipul Gilara, Swati Gilara and
Krishna Vardhan Gilara
Rachna Gilara
Wife of Vipul Gilara
Swati Gilara Sister-in-Law of Nitin Gilara, Prateek Gilara and Rachna Gilara
Aunt of Krishna Vardhan Gilara
Wife of Prateek Gilara
Rachna Gilara Sister-in-Law of Nitin Gilara, Vipul and Swati Gilara
Aunt of Krishna Vardhan Gilara
ARRANGEMENT OR UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR
OTHERS
As of the date of this Red Herring Prospectus, there are no arrangements or understandings with major
shareholders, customers, suppliers, or any other parties under which any of the Directors, Key
Management Personnel or Senior Management have been selected to serve as a director or member of
the senior management team.
SERVICE CONTRACTS WITH DIRECTORS
Our Company has not entered into any service contracts with our Directors which provide for benefits
upon the termination of their employment.
OTHER CONFIRMATIONS
As on the date of this Red Herring Prospectus:
1. None of our Directors are on the RBI list of Wilful Defaulters or declared as a fraudulent borrower.
2. None of our Directors are fugitive economic offender as defined under Regulation 2(1)(p) of SEBI
(ICDR) Regulation 2018.
3. No group companies of Advit Jewels Limited are listed on the stock exchange.
4. No additional nominee directors, KMPs, or persons shall be appointed by shareholders, except as
specified in the Draft Offer Document. Any rights to appoint such persons shall terminate upon listing
of the equity shares on the stock exchanges.
BORROWING POWERS
In accordance with Articles of Association and Section 180(1)(c) of Companies Act, the members of our
Company vide resolution passed on August 04, 2025 in their EGM have authorised our Board (including
Page 241 of 465its committee) to borrow from time to time, any sum or sums of monies, which together with the monies
already borrowed by the Company (apart from temporary loans obtained or to be obtained by our
Company from its bankers in the ordinary course of business), may exceed the aggregate of the paid-up
share capital of our Company and its free reserves, provided that the total amount of monies so borrowed
by our Company shall not at any time exceed the limit of ₹ 250 Cr. (Rupees Two Hundred Fifty Crore
Only.)
REMUNERATION/COMPENSATION PAID TO MANAGING DIRECTOR AND WHOLE-TIME DIRECTOR
Except as mentioned below, no other current Directors have received remuneration during the Fiscal Year
ended on March 31, 2025.
(₹ in Lakhs)
Name of Director FY 2025
Nitin Gilara 24.00
Prateek Gilara 24.00
Vipul Gilara 24.00
Krishna Vardhan Gilara 0.00
TOTAL 72.00
Compensation of our Executive Directors
The compensation payable to our Executive Directors will be governed as per the terms of their
appointment and shall be subject to the provisions of Sections 196, 197, 198 and 203 and any other
applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory
modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the
Companies Act, 2013 and the Articles of Association of the Company.
Terms and conditions of employment of our Chairman and Managing Director
Nitin Gilara has been reappointed as Chairman and Managing Director by the board of director in their
meeting held on August 01, 2025, and consequently approved by the members of the company in their
general meeting held on August 04, 2025, for tenure of five years with effect from August 01, 2025, to
July 31, 2030. The terms of appointment of Nitin Gilara have been laid down under the employment
agreement dated August 01, 2025. The significant terms and conditions of his employment are as follows:
Remuneration Upto ₹10,00,000 /- per month with increments as may be decided by the
Board of Directors of the company from time to time.
Term of Appointment 5 Years from August 01, 2025 to July 31, 2030 subject to liable to retire by
rotation.
Perquisites & Allowance Perquisites as per the rules of the company as applicable. The Perquisites
and benefits are to be evaluated as per the Income Tax Rules, 1962 and in
the absence of the same, applicable rules as per the cost to the company.
Leave Encashment and Gratuity As per the rules of the company
Further, he shall be entitled to reimbursement of all expenses which may be incurred by him for and on
behalf of the Company and the Company shall provide Car and any other conveyance as may be required
in connection with the company business.
Terms and conditions of employment of our Whole-Time Director
Prateek Gilara has been reappointed as Whole Time Director by the board of director in their meeting
held on August 01, 2025, and consequently approved by the members of the company in their general
meeting held on August 04, 2025, for tenure of five years with effect from August 01, 2025, to July 31,
2030. The terms of appointment of Prateek Gilara have been laid down under the employment agreement
dated August 01, 2025. The significant terms and conditions of his employment are as follows:
Remuneration Upto ₹10,00,000 /- per month with increments as may be decided by the
Board of Directors of the company from time to time.
Term of Appointment 5 Years from August 01, 2025 to July 31, 2030 subject to liable to retire by
Page 242 of 465rotation.
Perquisites & Allowance Perquisites as per the rules of the company as applicable. The Perquisites
and benefits are to be evaluated as per the Income Tax Rules, 1962 and in
the absence of the same, applicable rules as per the cost to the company.
Leave Encashment and Gratuity As per the rules of the company
Further, he shall be entitled to reimbursement of all expenses which may be incurred by him for and on
behalf of the Company and the Company shall provide Car and any other conveyance as may be required
in connection with the company business.
Terms and conditions of employment of our Whole-Time Director
Vipul Gilara has been reappointed as Whole Time Director by the board of director in their meeting held
on August 01, 2025, and consequently approved by the members of the company in their general meeting
held on August 04, 2025, for tenure of five years with effect from August 01, 2025, to July 31, 2030. The
terms of appointment of Vipul Gilara have been laid down under the employment agreement dated
August 01, 2025. The significant terms and conditions of his employment are as follows:
Remuneration Upto ₹10,00,000 /- per month with increments as may be decided by the
Board of Directors of the company from time to time.
Term of Appointment 5 Years from August 01, 2025 to July 31, 2030 subject to liable to retire
by rotation.
Perquisites & Allowance Perquisites as per the rules of the company as applicable. The Perquisites
and benefits are to be evaluated as per the Income Tax Rules, 1962 and
in the absence of the same, applicable rules as per the cost to the
company.
Leave Encashment and Gratuity As per the rules of the company
Further, he shall be entitled to reimbursement of all expenses which may be incurred by him for and on
behalf of the Company and the Company shall provide Car and any other conveyance as may be required
in connection with the company business.
Terms and conditions of employment of our Independent Director and Non – Executive Director
Non – Executive Directors and Independent Directors of the Company may be paid sitting fees,
commission and any other amounts as may be decided by our Board in accordance with the provisions of
the Articles of Association, the Companies Act, 2013 and other applicable laws and regulations.
Remuneration Paid to Our Directors from our Subsidiary and Associate Company
Our Company has no subsidiary and associate companies.
Contingent and deferred compensation payable to the Directors
As on the date of this Red Herring Prospectus, there is no contingent or deferred compensation payable
to the Directors, which does not form part of their remuneration.
Bonus or profit-sharing plan for the Directors
Our Company does not have any bonus or profit-sharing plan for our directors, other than the
performance and project linked incentive given to all employees.
SHAREHOLDING OF DIRECTORS IN OUR COMPANY
The Articles of Association do not require our directors to hold any qualification shares.
The shareholding of our Directors in our Company as of the date of filing this Red Herring Prospectus on
a fully diluted basis, is set forth below:
Page 243 of 465S. No. of Equity Percentage of the pre- Percentage of the post-
Name
No. Shares issue capital (%) issue capital (%)
1. Vipul Gilara 1,57,48,920 46.53% [●]
2. Nitin Gilara 79,70,490 23.55% [●]
3. Prateek Gilara 79,70,490 23.55% [●]
4. Krishna Vardhan Gilara 2,24,070 0.66% [●]
GRAND TOTAL 3,19,13,970 94.29% [●]
SHAREHOLDING OF DIRECTORS IN SUBSIDIARY AND ASSOCIATE COMPANIES
As on the date of the filing of this Red Herring Prospectus, Our Company does not have any Subsidiary
and Associate Company.
INTERESTS OF DIRECTORS
All our directors may be deemed to be interested to the extent of fees and commission, if any, payable to
them for attending meetings of the Board or a committee thereof as well as to the extent of other
remuneration, commission and reimbursement of expenses payable to them.
Our Directors may also be regarded as interested in Equity Shares held by them, if any, or that may be
subscribed by and allotted to their relatives, or the entities with which they are associated as promoters,
directors, partners, proprietors or to the companies and firms, in which they are interested as directors,
promoters, members and partners, pursuant to the Issue and to the extent of any dividend payable to
them and other distributions in respect of the Equity Shares. For further details, refer to chapter titled
“Restated Financial Information Note 42: Related Party Transactions” and “Our Promoters and
Promoter Group” beginning on page 307-309 and 257 respectively.
Certain of our Directors may be deemed to be interested in the contracts, transactions, agreements or
arrangements entered into or to be entered into by our Company with any company in which they hold
directorships/ shareholding or any partnership firm in which they are partners as declared in their
respective capacity.
No sum has been paid or agreed to be paid to our directors or to firms or companies in which they may
be members, in cash or shares or otherwise by any person either to induce him/ her to become, or to
qualify him/ her as, a director, or otherwise for services rendered by him/ her or by such firm or company,
in connection with the promotion or formation of our Company.
(i) Interest in the Promotion of our Company
Except Nitin Gilara, Prateek Gilara, Vipul Gilara and Krishna Vardhan Gilara, who are the promoters
of our Company, none of our directors have any interest in the promotion or formation of our
Company as on the date of this Red Herring Prospectus.
None of our other Directors have any interest in the promotion and formation of our Company other
than in the ordinary course of business.
(ii) Interest in the property of our Company
Our directors do not have any interest in any property acquired or proposed to be acquired of the
Company or by the Company except as disclosed under the chapter titled “Our Business - Properties”
on page 219.
(iii) Loans to directors
Except as stated in “Restated Financial Information – Note 42 - Related Parties Transactions” on
page 307-309, our directors have not taken any loan from our Company.
Page 244 of 465(iv) Interest as a creditor of our Company
Except as stated in “Restated Financial Information – Note 42 - Related Parties Transactions” on
page 307-309, our directors do not have any other interest as creditor of our company.
(v) Interest in the business of our Company
Except as stated in “Restated Financial Information – Note 42 - Related Parties Transactions” on
page 307-309, and to the extent of shareholding in our Company, if any, our directors do not have
any other interest in our business.
(vi) Payment of benefits (non-salary related)
Except as disclosed above, no amount or benefit has been paid or given within the two years
preceding the date of filing of this Red Herring Prospectus or is intended to be paid or given to any
of our directors except the normal remuneration for services rendered as Directors.
CHANGES IN THE BOARD IN THE LAST THREE YEARS
Following are the changes in directors of our Company in last three years prior to the date of this Red
Herring Prospectus:
Name Date of Change Reason
Sidharth Bafna 04.08.2025 Appointed as Independent Director
Divyank Bader 04.08.2025 Appointed as Independent Director
Arzoo Mantri 04.08.2025 Appointed as Independent Director
Amit Bardia 04.08.2025 Appointed as Independent Director
Krishna Vardhan Gilara 04.08.2025 Regularise as Director
Vipul Gilara 01.08.2025 Re-designated as Whole-Time Director
Prateek Gilara 01.08.2025 Re-designated as Whole-Time Director
Nitin Gilara 01.08.2025 Re-designated as Chairman and Managing Director
Krishna Vardhan Gilara 26.03.2025 Appointed as Additional Director
Abhishek Gilara 26.03.2025 Resignation from Directorship due to personal reasons
MANAGEMENT ORGANISATION CHART
Page 245 of 465CORPORATE GOVERNANCE
The provisions relating to corporate governance prescribed under the SEBI Listing Regulations will be
applicable to us immediately upon listing of the Equity Shares on the Stock Exchanges. We are in
compliance with the requirements of applicable regulations, including the SEBI Listing Regulations, the
Companies Act and the SEBI ICDR Regulations, in respect of corporate governance including constitution
of our Board and committees thereof. The corporate governance framework is based on an effective
independent Board, separation of the Board’s supervisory role from the executive management team and
constitution of the Board committees, as required under law.
Our Board has been constituted in compliance with the Companies Act, 2013, the SEBI Listing Regulations
and in accordance with best practices in corporate governance. The Board function either as a full Board
or through various committees constituted to oversee specific operational areas. The executive
management of our Company provides the Board detailed reports on its performance periodically.
Currently, our Board has Eight Directors comprising of three Executive Directors, and Five Non-Executive
Directors, out of which four are Non-Executive Independent Directors. Further, our Non-Independent
Directors are liable to retire by rotation.
COMMITTEES OF THE BOARD
(i) Audit Committee
Our Company has constituted an Audit Committee as per Section 177 of the Companies Act, 2013
and all other applicable in any of the Company Act 2013 and the rules made there under and
Regulation 18 of the SEBI Listing Regulations vide resolution passed at the meeting of the Board held
on August 26, 2025.
The terms of reference of Audit Committee adheres to the requirements of Regulation 18 of the
listing regulation, proposed to be entered into with the Stock Exchanges in due course. The Audit
Committee presently comprises of following three Directors:
Name of the Director Designation Nature of Directorship
Sidharth Bafna Chairperson Independent Director
Amit Bardia Member Independent Director
Nitin Gilara Member Chairman and Managing Director
The Company Secretary and Compliance Officer of the Company would act as the secretary to the
Audit Committee.
The Audit Committee shall inter alia undertake following roles and responsibilities:
1. Oversight of the Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible.
2. Recommendation for appointments, remuneration and terms of appointment of auditors of the
Company.
3. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors.
4. Reviewing, with the management, the annual financial statements and auditor's report thereon
before submission to the board for approval, with reference to:
(i) Matters required to be included in the Director’s Responsibility Statement to be included
in the Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the
Companies Act;
(ii) Changes, if any, in accounting policies and practices and reasons for the same.
Page 246 of 465(iii) Major accounting entries involving estimates based on the exercise of judgment by
management;
(iv) Significant adjustments made in the financial statements arising out of audit findings;
(v) Compliance with listing and other legal requirements relating to financial statements;
(vi) Disclosure of any related party transactions; and
(vii) Modified opinion(s) in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the
Board for approval.
6. Reviewing, with the management, the statement of uses / application of funds raised through
an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document/ prospectus /notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights
issue, and making appropriate recommendations to the Board to take up steps in this matter.
7. Reviewing and monitoring the auditor’s independence, performance and effectiveness of audit
process.
8. Approval or any subsequent modification of transactions of the Company with related parties.
9. Scrutiny of inter-corporate loans and investments.
10. Valuation of undertakings or assets of our Company, wherever it is necessary.
11. Evaluation of internal financial controls and risk management systems.
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of
the internal control systems.
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit.
14. Discussion with internal auditors any significant findings and follow up there on.
15. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material
nature and reporting the matter to the board.
16. Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern.
17. Look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non – payment of declared dividends) and creditors.
18. Review the functioning of the whistle blower mechanism.
19. Approval of appointment of chief financial officer after assessing the qualifications, experience
and background, etc. of the candidate.
20. Reviewing the utilization of loans and/ or advances from investment by the holding company in
the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever
is lower including existing loans / advances / investments existing as on the date of coming into
force of this provision.
21. Consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the Company and its shareholders.
22. Reviewing the management discussion and analysis of financial condition and results of
operations.
23. Reviewing the management letters / letters of internal control weaknesses issued by the
statutory auditors.
24. Reviewing the internal audit reports relating to internal control weaknesses.
25. Reviewing the appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the audit committee.
26. Reviewing the statement of deviations
(a) Quarterly Statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
Page 247 of 465(b) Annual Statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
27. Such other matters as may be required to be carried out by the Audit Committee pursuant to
amendment under any law, from time to time.
Quorum of Audit Committee Meeting
The quorum shall be either two members or one third of the members of the Audit Committee,
whichever is greater, but there shall be a minimum of two Independent Directors, who are members,
present.
The Audit Committee shall meet at least four times in a year and not more than 120 days shall elapse
between two meetings.
The Audit Committee shall have powers to investigate any activity within its terms of reference, seek
information from any employee, obtain outside legal or other professional advice and secure
attendance of outsiders with relevant expertise, if it considers necessary.
(ii) Nomination and Remuneration Committee
Our Company has constituted a Nomination and Remuneration Committee in accordance with
Section 178 of Companies Act, 2013 and all other applicable in any of the Company Act 2013 and the
rules made there under and Regulation 19 of SEBI Listing Regulations. The constitution of the
Nomination and Remuneration Committee was approved by meeting of the Board held on August
26, 2025.
The Nomination and Remuneration Committee comprises of following Directors:
Name of the Director Designation Nature of Directorship
Amit Bardia Chairperson Independent Director
Divyank Bader Member Independent Director
Arzoo Mantri Member Independent Director
Krishna Vardan Gilara Member Non-executive Director
The Company Secretary and Compliance Officer of the Company would act as the secretary to the
Nomination and Remuneration Committee. The scope and function of the Nomination and
Remuneration Committee and its terms of reference shall include the following:
1. Tenure: The Nomination and Remuneration Committee shall continue to be in function as a
committee of the Board until otherwise resolved by the Board.
2. Quorum of Meetings: The quorum for the meeting shall be either two members or one third of
the members of the committee, whichever is greater, including at least one independent
director in attendance. Meeting of the Nomination and Remuneration Committee shall be called
at least seven days’ notice in advance.
The Nomination and Remuneration Committee shall meet at least once in a year or as and when
required.
3. Role of the Nomination and Remuneration Committee not limited to but includes:
• Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to, the
remuneration of the directors, key managerial personnel and other employees.
• For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
Page 248 of 465based on such evaluation, prepare a description of the role and capabilities required of an
independent director. The person recommended to the Board for appointment as an
independent director shall have the capabilities identified in such description. For identifying
suitable candidates, the Committee may:
a) use the services of an external agencies, if required;
b) consider candidates from a wide range of backgrounds, having due regard to diversity;
and
c) Consider the time commitments of the candidates.
• Formulation of criteria for evaluation of performance of independent directors and the board
of directors, its committees and individual directors to be carried out either by the Board, by
the Nomination and Remuneration Committee or by an independent external agency and
review its implementation and compliance;
• Devising a policy on diversity of board of directors.
• Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down and recommend to the board
of directors their appointment and removal.
• Whether to extend or continue the term of appointment of the independent director, based
on the report of performance evaluation of independent directors.
• Recommend to the board, all remuneration, in whatever form, payable to senior
management.
• Reviewing and approving compensation strategy from time to time in the context of the then
current Indian market in accordance with applicable laws
• Determining whether to extend or continue the term of appointment of the independent
director, on the basis of the report of performance evaluation of independent directors;
• Perform such functions as are required to be performed by the compensation committee
under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021;
• Framing suitable policies, procedures and systems to ensure that there is no violation of
securities laws, as amended from time to time, including:
(i) the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended;
(ii) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair
Trade Practices Relating to the Securities Market) Regulations, 2003, as amended;
and
(iii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,by the
Company and its employees, as applicable;
• Performing such other activities as may be delegated by the Board and/or are statutorily
prescribed under any law to be attended to by the Nomination and Remuneration Committee;
• Such other matters as may be required to be carried out by the Nomination and
Remuneration Committee pursuant to amendment under any law, from time to time.
(iii) Stakeholders’ Relationship Committee
Our Company has constituted a Stakeholders’ Relationship Committee in accordance with Section
178 of Companies Act, 2013 and all other applicable in any of the Company Act 2013 and the rules
made there under and Regulation 20 of SEBI Listing Regulations to redress complaints of
shareholders of our Company. The Stakeholders’ Relationship Committee was constituted vide
resolution passed at the meeting of the Board of Directors held on August 26, 2025.
The Stakeholder’s Relationship Committee comprises of following Directors:
Name of the Director Designation Nature of Directorship
Divyank Bader Chairperson Independent Director
Prateek Gilara Member Whole Time Director
Page 249 of 465Name of the Director Designation Nature of Directorship
Vipul Gilara Member Whole Time Director
The Company Secretary and Compliance Officer of the Company would act as the secretary to the
Stakeholders’ Relationship Committee.
The Stakeholders Relationship Committee shall oversee all matters pertaining to investors of our
Company. The scope and function of the Stakeholders’ Relationship Committee and its terms of
reference shall include the following:
1. Tenure: The Stakeholders’ Relationship Committee shall continue to be in function as a
committee of the Board until otherwise resolved by the Board, to carry out the functions of the
Stakeholders’ Relationship Committee as approved by the Board.
2. Quorum of Meetings: The quorum shall be one-third of its total strength (any fraction contained
in that one-third be rounded off as one) or two members, whichever is higher.
The Stakeholders’ Relationship Committee shall meet at least once in a year or as and when
required and shall report to the Board of Directors regarding the status of redressal of
complaints received from the shareholders of the Company.
3. Role of Stakeholder’s Relationship Committee: The Stakeholders’ Relationship Committee shall
consider and resolve grievance of security holders, including but not limited to:
• Resolving the grievances of the security holders of the Company including complaints related
to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared
dividends, issue of new/duplicate certificates, general meetings etc;
• Review of measures taken for effective exercise of voting rights by shareholders;
• Review of adherence to the service standards adopted by the Company in respect of various
services being rendered by the Registrar & Share Transfer Agent;
• Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company.
• Investigating complaints relating to allotment of shares, approval of transfer or transmission
of shares, debentures or any other securities;
• Giving effect to all transfer/transmission of shares and debentures, dematerialisation of
shares and re-materialisation of shares, split and issue of duplicate/consolidated share
certificates, compliance with all the requirements related to shares, debentures and other
securities from time to time;
• Reviewing the measures and initiatives taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the Company;
• Reviewing the adherence to the service standards by the Company with respect to various
services rendered by the registrar and transfer agent of the Company and to recommend
measures for overall improvement in the quality of investor services;
• Considering and specifically looking into various aspects of interest of shareholders,
debenture holders or holders of any other securities;
• Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of
various requests received from shareholders from time to time;
• To approve allotment of shares, debentures or any other securities as per the authority
conferred / to be conferred to the Committee by the Board from time to time;
• To monitor and expedite the status and process of dematerialization and rematerialisation
of shares, debentures and other securities of the Company;
Page 250 of 465• To further delegate all or any of the power to any other employee(s), officer(s),
representative(s), consultant(s), professional(s) or agent(s); and
• Carrying out such other functions as may be specified by the Board from time to time or
specified/provided under the Companies Act or the SEBI Listing Regulations, or by any other
regulatory authority.
• Such other matters as may be required to be carried out by the Stakeholders Relationship
Committee pursuant to amendment under any law, from time to time.
(iv) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was constituted by our Board at their meeting held
on August 26, 2025, in terms of Section 135 of the Companies Act, 2013 and all other applicable in
any of the Company Act 2013 and the rules made there under. The Corporate Social Responsibility
Committee comprises of following Directors:
Name of the Director Designation Nature of Directorship
Nitin Gilara Chairperson Chairperson and Managing Director
Prateek Gilara Member Whole Time Director
Divyank Bader Member Independent Director
The Company Secretary and Compliance Officer of the Company would act as the secretary to the
Corporate Social Responsibility Committee.
The terms of reference of the Corporate Social Responsibility Committee of our Company are as
follows:
i. Formulate and recommend to the Board, a CSR policy which shall indicate the activities to be
undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.
ii. Review and recommend the amount of expenditure to be incurred on the activities to be
undertaken by the Company.
iii. Annually review the CSR Policy and associated frameworks, processes and practices of the
Company and make appropriate recommendations to the Board.
iv. Monitor if the Company is taking appropriate measures to ensure the successful
implementation of CSR activities.
v. Formulate and monitor the implementation of the CSR annual action plan, in accordance with
the Company’s CSR policy and provisions of applicable laws from time to time.
vi. Monitor the administrative overheads in pursuance of CSR activities or projects or programs
so that they do not exceed the prescribed thresholds.
vii. Such other matters as may be required to be carried out by the Corporate Social Responsibility
Committee pursuant to amendment under any law, from time to time.
viii. To formulate and recommend to the Board, an annual action plan in pursuance to the
corporate social responsibility policy, which shall include the following, namely:
• the list of corporate social responsibility projects or programmes that are approved to be
undertaken in areas or subjects specified in the Schedule VII of the Companies Act, 2013;
• the manner of execution of such projects or programmes as specified in Rule 4 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014;
• the modalities of utilisation of funds and implementation schedules for the corporate
social responsibility projects or programmes;
• monitoring and reporting mechanism for the implementation of the corporate social
responsibility projects or programmes; and
• details of need and impact assessment, if any, for the corporate social responsibility
projects undertaken by the company.
• Such other matters as may be required to be carried out by the Corporate Social
Responsibility Committee pursuant to amendment under any law, from time to time.
Page 251 of 465The quorum for the Corporate Social Responsibility Committee shall either be two members or one- third
of the members of the Corporate Social Responsibility Committee, whichever is greater, with at least one
independent director.
(v) Risk Management Committee
The Risk Management Committee was constituted by our Board pursuant to the provisions of Regulation
21 and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations") at
their meeting held on August 26, 2025. The Risk Management Committee comprises of following
Members:
Name of the Director Designation Nature of Directorship
Nitin Gilara Chairperson Chairperson and Managing Director
Prateek Gilara Member Whole Time Director
Amit Bardia Member Independent Director
The terms of reference of the Risk Management Committee of our Company are as follows:
To formulate a detailed risk management policy which shall include:
• framework for identification of internal and external risks specifically faced by the Company, in
particular including financial, operational, sectoral, sustainability (particularly, Environmental, Social
and Governance (ESG) related risks), information, cyber security risks or any other risk as may be
determined by the committee;
• measures for risk mitigation including systems and processes for internal control of identified risks;
and
• business continuity plan.
• To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate
risks associated with the business of the Company;
• To monitor and oversee implementation of the risk management policy, including evaluating the
adequacy of risk management systems;
• To periodically review the risk management policy, at least once in two years, including by
considering the changing industry dynamics and evolving complexity;
• To keep the Board informed about the nature and content of its discussions, recommendations and
actions to be taken;
• The appointment, removal and terms of remuneration of the Chief Risk Officer shall be subject to
review by the Risk Management Committee.
• To seek information from any employee, obtain outside legal or other professional advice and secure
attendance of outsiders with relevant expertise, if it considers necessary.
• Laying down risk assessment and minimization procedures and the procedures to inform Board of
the same;
• Framing, implementing, reviewing and monitoring the risk management plan for the Company and
such other functions, including cyber security, as may be delegated by the Board; and
• Obtain outside legal or other professional advice and secure attendance of outsiders with relevant
expertise, if it considers necessary;
• Performing such other activities as may be delegated by the Board and/or are statutorily prescribed
under any law to be attended to by the Risk Management Committee."
The quorum for the Risk Management Committee will be either two members or one third of the
members of the committee, whichever is higher, including at least one member of the Board.
The Risk Management Committee shall meet at least twice in a fiscal year and not more than 210 days
shall elapse between two consecutive meetings.
Page 252 of 465KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Our Company is managed by our Board of Directors, assisted by qualified and experienced professionals,
who are permanent employees of our Company. Below are the details of the Key Managerial Personnel
and Senior Management of our Company:
Key Managerial Personnel
Nitin Gilara is the Chairman and Managing Director of our Company. For details see, “Brief Biographies
of Directors” and “Remuneration/Compensation paid to Managing Director and Whole-Time Director”
at page 239-240 and 242-243 respectively.
Vipul Gilara and Prateek Gilara are the Whole Time Director of our Company. For details see, “Brief
Biographies of Directors” and “Remuneration/Compensation paid to Managing Director and Whole-
Time Director” at page 239-240 and 242-243 respectively.
Deepesh Sharma, Chief Financial Officer
Deepesh Sharma, aged 42 years, is the Chief Financial Officer of our Company. He has completed
Chartered Financial Analysts from The Institute of Chartered Financial Analysts of India University, Tripura
in 2008. He has previously associated with Ford Business Services Centre Pvt. Ltd. from October 2010 to
March 2019 as Deputy Manager- Finance and MG Motor India Ltd from March 2019 to February 2021 as
Senior Manager - Finance. He has an overall experience of over 15 years in the field Finance, Business
Strategy and Management. He joined our Company in 2025 as Chief Financial Officer. He is currently
receiving a remuneration of ₹ 21.00 Lakhs per annum.
Pratibha Soni, Company Secretary cum Compliance Officer
Pratibha Soni, aged 29 years, is the Company Secretary and Compliance Officer of our Company. She is
an associate member of the Institute of Company Secretaries of India. She has completed Bachelor of
Commerce from University of Kota in 2014 and Master of Commerce in A.B.S.T. from University of Kota
in 2017. She has previously worked in DB Corp Limited from January 2019 to February 2021 as Senior
Executive in HR and Admin and with Jaipur Media and Broadcasting Private Limited from April 2023 to
July 2025 as Company Secretary. She is responsible for undertaking various functions including conformity
with the secretarial and regulatory provisions applicable to our Company. She has an overall an experience
of around 5 years. She joined our Company in August 2025 as Company Secretary and Compliance Officer.
Her annual remuneration is ₹ 12.00 Lakhs.
Senior Management
Except Deepesh Sharma, our Chief Financial Officer and Pratibha Soni, our Company Secretary and
Compliance Officer who are also our Key Managerial Personnel and whose details are mentioned above,
the details of our Senior Management as on the date of this Red Herring Prospectus are as below:
Swati Gilara, aged 39 years is the Head of Sales and Marketing Department of our Company. She
completed her Bachelor in Commerce from University of Rajasthan in 2008 and Post Graduate Diploma in
Human Resource Management from Symbiosis Centre for distance learning (SCDL). She has been
associated as a Director with Janak Nandini Realtors Private Limited from 2011-2012, Janak Nandini
Buildcon Private Limited from 2012-2014 and Janak Nandini Estates Private Limited 2013-2022. She has
an overall experience of around 4 years. She joined our Company in April 2025. Her annual remuneration
is ₹ 9.00 Lakhs.
Rachna Gilara, aged 43 years is the Head of Quality Control Department of our Company. She has
completed her Bachelor of Business Administration from Bharathidasan University Tiruchirappalli, Tamil
Nadu in 2003 and also completed the M.B.A. from Anna University in 2005. She has been associated as a
Director at Janak Nandini Buildwell Private Limited since 2014. She joined our Company in April 2025. She
Page 253 of 465has more than 10 years of experience. Her annual remuneration is ₹ 9.00 Lakhs.
Anshul Arora, aged 32 years, is the Head of the Human Resources Department of our Company. He
completed his Bachelor of Commerce from Maharshi Dayanand Saraswati University, Ajmer and Master
of Business Administration (Tourism and Hotel Management) from Bharathiar University, Coimbatore. He
has previously worked with The Westin Pushkar Resort & Spa, as Human Resources Coordinator from May
2018 to April 2019, with SKS Business Services Pvt. Ltd. (CA Firm), Jaipur as Human Resources Executive
from July 2020 to April 2022, with Lemon Tree Premier Hotel, Ahmedabad as Assistant Manager Human
Resources from May 2022 to February 2023. He worked with Chokhi Dhani Group, Jaipur as Corporate
Assistant Manager Human Resources from February 2023 to April 2024. He joined our Company in January
2026 as Head of Human Resource. He has more than 5 years of experience. His annual remuneration is ₹
9.00 Lakhs.
Govind Ram Kumawat, aged 44 years is the Head of Accounts and Finance Department of our Company.
He completed his Bachelor in Commerce from University of Rajasthan in 2002 and also completed Tally
Graduate Certificate Course on Tally ees 6.3 at Star Financial Systems & Software in 2003. He has
previously worked with Reliable Fashions India Pvt Ltd (Tandon Group Company) from November 2010 to
October 2022 and thereafter he joined Rambhajo’s from November 2022 to March 2025. He joined our
Company in April 01, 2025. He has more than 15 years of experience. He is currently receiving a
remuneration of ₹ 7.99 Lakhs per annum.
Ansh Kabra, aged 32 years is the Head of Production Department of our Company. He passed his Senior
Secondary School Examination, by the Central Board of Secondary Education. He has previously worked
with Rambhajo’s April 2015 to March 2025. He joined our Company in April 2025. He has more than 10
years of experience. He is currently receiving a remuneration of ₹ 5.81 Lakhs per annum.
REALTIONSHIP BETWEEN KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Except as mentioned below none of the Key Managerial Personnel and Senior Management of our
Company are related to each other as per section 2(77) of the Companies Act, 2013.
Name of the Director/ KMP/ Senior Management Nature of Relationship
Brother of Prateek Gilara
Nitin Gilara Cousin of Vipul Gilara
Brother-in-Law of Swati Gilara and Rachna Gilara
Brother of Nitin Gilara
Cousin of Vipul Gilara
Prateek Gilara
Brother-in-Law of Swati Gilara
Husband of Rachna Gilara
Cousin of Nitin Gilara and Prateek Gilara
Vipul Gilara Husband of Swati Gilara
Brother-in-Law of Rachna Gilara
Wife of Vipul Gilara
Swati Gilara
Sister-in-Law of Nitin Gilara, Prateek Gilara and Rachna Gilara
Wife of Prateek Gilara
Rachna Gilara
Sister-in-Law of Nitin Gilara, Vipul Gilara and Swati Gilara
ARRANGEMENTS AND UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS AND
OTHERS
None of our Key Managerial Personnel or Senior Management have been selected pursuant to any
arrangement or understanding with any major Shareholders, customers or suppliers of our Company, or
others.
RETIREMENT AND TERMINATION BENEFITS
Page 254 of 465Our Key Managerial Personnel and Senior Management have not entered into any service contracts with
our Company which include termination or retirement benefits. Except statutory benefits upon
termination of their employment in our Company or superannuation, none of the Key Managerial
Personnel and Senior Management is entitled to any benefit upon termination of employment or
superannuation.
BONUS OR PROFIT-SHARING PLAN OF THE KEY MANAERIAL PERSONNEL AND SENIOR MANAGEMENT
None of the Key Managerial Personnel and Senior Management are party to any bonus or profit-sharing
plan of our Company other than the performance-linked incentives given to Key Managerial Personnel
and Senior Management.
CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT
None of our Key Managerial Personnel and Senior Management has received or is entitled to receive any
contingent or deferred compensation accrued for the Fiscal Year 2025.
STATUS OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
All our Key Managerial Personnel and Senior Management are permanent employees of our Company.
SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Except as disclosed in the section titled “Shareholding of Directors in our Company” on page 243-244 and
except as mentioned below, none of our Key Managerial Personnel and Senior Management hold any
Equity Shares in our Company.
S. No. of Equity Percentage of the pre-issue Percentage of the post-
Name
No. Shares equity capital (%) issue equity capital (%)
1. Rachna Gilara 32,010 0.10% [●]
2. Swati Gilara 32,010 0.10% [●]
GRAND TOTAL 64,020 0.20% [●]
CHANGES IN KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT IN THE LAST THREE YEARS
Except as mentioned below, and as specified in “Changes in the Board in the last three years” on page
245, there have been no changes in the Key Managerial Personnel and Senior Management in the last
three years:
Date of
Name Reason of Change
Change
Alveena Khan 19.08.2025 Appointed as head of Human Resource Department
Deepesh Sharma 01.08.2025 Appointed as Chief Financial Officer
Pratibha Soni 01.08.2025 Appointed as Company Secretary and Compliance Officer
Swati Gilara 01.04.2025 Appointed as Head of Sales and Marketing Department
Rachna Gilara 01.04.2025 Appointed as Head of Quality Control Department
Govind Ram Kumawat 01.04.2025 Appointed as Head of Accounts and Finance Department
Ansh Kabra 01.04.2025 Appointed as Head of Production and Purchase Department
Alveena Khan 01.12.2025 Termination as head of Human Resource Department
Anshul Arora 15.01.2026 Appointed as head of Human Resource Department
ATTRITION OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Page 255 of 465As on the date of filing this Red Herring Prospectus, history of attrition rate of our Key Managerial
Personnel and Senior Management of our Company is not higher than the industry attrition rate. For
further details see the “Risk Factor No. 5 - Our Company has low average employee base of 45 people in
FY 25, 19 in FY 24 and 15 in FY 23 and significant number of employees leave the company every year.
The percentage of attrition ratio reached nearly 50% in FY25 and our company weighted average
attrition rate for the last three FYs is 38.95% which is way higher than the industry attrition rate, which
may adversely impact our business operations, continuity and financial performance” on page 29-30.
EMPLOYEE STOCK OPTION
For details of our Company’s employee stock option, see “Capital Structure – Employee Stock Option
Scheme” on page 102.
INTERESTS OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Except as disclosed under “Interest of Directors” on page 244-245, our Key Managerial Personnel and
Senior Management are interested in our Company to the extent of the remuneration or benefits to which
they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them
during the ordinary course of their service.
PAYMENT OR BENEFIT TO OFFICERS OF OUR COMPANY (NON-SALARY RELATED)
No non-salary amount or benefit has been paid or given or is intended to be paid or given to any of our
Company’s employees including the Key Managerial Personnel, Senior Management and our Directors
within the preceding two years.
Page 256 of 465OUR PROMOTERS AND PROMOTER GROUP
OUR PROMOTERS
The Promoters of our Company are:
1. Mr. Nitin Gilara;
2. Mr. Prateek Gilara;
3. Mr. Vipul Gilara and;
4. Mr. Krishna Vardhan Gilara
As on the date of this Red Herring Prospectus, our Promoters Nitin Gilara, Prateek Gilara, Vipul Gilara and
Krishna Vardhan Gilara together hold 3,19,13,970 Equity Shares of face value of ₹ 10 each, representing
94.29% of the issued, subscribed and paid-up Equity Share capital of our Company.
For details on build-up of the shareholding of our Promoters in our Company, refer the section titled
“Capital Structure – Build-up of Equity Shareholding of our Promoters in our Company”, “Capital
Structure – Details of Promoter’s contribution and lock-in” on pages 105-106 and 107 respectively.
Further, for details on shareholding of the members of our Promoter Group in our Company, refer the
section titled “Capital Structure – Equity shareholding of our Promoters and Promoter Group” on page
106.
DETAILS OF OUR PROMOTERS
NITIN GILARA:
Mr. Nitin Gilara, aged 51 years, is one of the Promoter and Chairman and
Managing Director of our Company. For the complete profile of Mr. Nitin Gilara
along with the details of his date of birth, personal address, educational
qualifications, professional experience, position / posts held in the past,
directorships held and business and financial activities, other directorships, other
ventures and special achievements and relationship with other Promoters of our
Company refer “Our Management – Board of Directors” on page 237.
His Permanent Account Number is ABUPG8189R.
As on date of this Red Herring Prospectus, Nitin Gilara holds 79,70,490 Equity Shares of face value of ₹ 10
each, representing 23.55% of the pre-issued, subscribed and paid-up equity share capital of our Company.
PRATEEK GILARA:
Mr. Prateek Gilara, aged 42 years, is one of the Promoter and Whole-Time Director
of our Company. For the complete profile of Mr. Prateek Gilara along with the
details of his date of birth, personal address, educational qualifications,
professional experience, position / posts held in the past, directorships held, and
business and financial activities, other directorships, other ventures and special
achievements and relationship with other Promoters of our Company refer “Our
Management – Board of Directors” on page 237.
His Permanent Account Number is AFVPG8702M.
As on date of this Red Herring Prospectus, Mr. Prateek Gilara holds 79,70,490 Equity Shares of face value
of ₹ 10 each, representing 23.55% of the pre- issued, subscribed and paid-up equity share capital of our
Company.
Page 257 of 465VIPUL GILARA:
Mr. Vipul Gilara, aged 42 years, is one of the Promoter and Whole-Time Director
of our Company. For the complete profile of Mr. Vipul Gilara along with the
details of his date of birth, personal address, educational qualifications,
professional experience, position / posts held in the past, directorships held, and
business and financial activities, other directorships, other ventures and special
achievements and relationship with other Promoters of our Company refer “Our
Management – Board of Directors” on page 237.
His Permanent Account Number is AFSPG5339K.
As on date of this Red Herring Prospectus, Mr. Vipul Gilara holds 1,57,48,920 Equity Shares of face value
of ₹ 10 each, representing 46.53% of the pre- issued, subscribed and paid-up equity share capital of our
Company.
KRISHNA VARDHAN GILARA:
Mr. Krishna Vardhan Gilara, aged 20 years, is one of the Promoter and Whole-
Time Director of our Company. For the complete profile of Mr. Krishna Vardhan
Gilara along with the details of his date of birth, personal address, educational
qualifications, professional experience, position / posts held in the past,
directorships held, and business and financial activities, other directorships,
other ventures and special achievements and relationship with other Promoters
of our Company refer “Our Management – Board of Directors” on page 237.
His Permanent Account Number is DGIPG2633E.
As on date of this Red Herring Prospectus, Mr. Krishna Vardhan Gilara holds 2,24,070 Equity Shares of face
value of ₹ 10 each, representing 0.66% of the pre- issued, subscribed and paid-up equity share capital of
our Company.
DECLARATION
Our Company confirms that the permanent account number, bank account number(s), passport number,
Aadhar card number and driving license number of our Promoters, shall be submitted to the Stock
Exchanges at the time of filing of the Red Herring Prospectus.
Further our Company does not have any corporate promoters as on the date of filing of this Red Herring
Prospectus.
CHANGE IN THE CONTROL OF OUR COMPANY
“The present Promoters of our Company consists of Nitin Gilara, Prateek Gilara, Vipul Gilara and Krishna
Vardhan Gilara. One of our Promoter namely, Krishna Vardhan Gilara acquired shares of our Company
from the erstwhile promoter Abhishek Gilara on March 31, 2025 and is accordingly not an original
promoter of the Company.
Except for the aforementioned change in the composition of the Promoters, there has been no change in
the control of our Company, during the last five years immediately preceding the date of this Red Herring
Prospectus.
EXPERIENCE OF PROMOTERS
Except for our promoter Krishna Vardhan Gilara, other promoters have experience in this line of business.
For details, please refer “Our Management- Brief Biographies of Directors” on page 239-240. Krishna
Vardhan Gilara is new generation promoter having experience of six months and will be supported by
other promoters of the company to carry out proposed business activities.
Page 258 of 465INTERESTS OF PROMOTERS
Our Promoters are interested in our Company to the extent that (i) they are the promoters of our
Company, (ii) to the extent of their respective direct and indirect shareholdings in our Company (iii) their
directorship in our Company (iv) the dividends payable and other distribution in respect of their respective
shareholdings in our Company, from time to time. For further details of shareholding of our Promoters in
our Company, refer “Capital Structure – Build-up of Equity Shareholding of our Promoters in our
Company” and “Capital Structure – Equity shareholding of our Promoters and Promoter Group” on pages
105-106 and 106 respectively.
Additionally, our Promoters may be interested in transactions entered into by our Company with other
entities (i) in which our Promoters hold shares, or (ii) controlled by our Promoters.
For further details of interest of our Promoters in our company, refer “Restated Financial Information
Note 42 – Related Party Transactions” on page 307-309.
Our Promoters may also be deemed to be interested to the extent of the remuneration, benefits and
reimbursement of expenses payable to them if any, in their capacity as the Managing Director and Whole-
Time Director on our Board. For further details refer “Our Management - Remuneration/Compensation
Paid to Managing Director and Whole-Time Director” beginning on page 242.
Except Nitin Gilara, Prateek Gilara, Vipul Gilara and Krishna Vardhan Gilara who are the Promoters and
Directors of our Company holding 3,19,13,970 Equity Shares of face value of ₹ 10 each aggregating to
94.29% of the issued, subscribed and paid-up Equity Share capital of our Company, none of our other
Directors or Group Company (ies) have any interest in the promotion of our Company.
Our Promoters are not interested as a member of a firm or company and no sum has been paid, or agreed
to be paid to our Promoters or to any firm or company in case our Promoters are interested as members,
in cash or shares or otherwise by any person, either to induce him to become, or to qualify them as a
director, promoter or otherwise for services rendered by such Promoters or by such firms or company
(ies), in connection with the promotion or formation of our Company.
Except to the extent of their directorship and shareholding in our Group Company (ies) and other than as
disclosed in the chapters titled “Our Promoter and Promoter Group” and “Our Management”, beginning
on pages 257 and 237 respectively, our Promoters neither holds any interest whether direct or indirect,
nor they are involved in any other venture that is engaged in any activities similar to those conducted by
our Company.
Except as disclosed hereinbelow, none of our Promoters are interested in any other entity which holds
any intellectual property rights that are used by our Company. Our Company has acquired trademark from
our Promoter Group member M/s Rambhajo’s vide assignment deed dated August 26, 2025. For further
details refer to chapter titled “Government and Other Approvals - Intellectual Property” on page 367.
The acquisition has been completed, and we have filed Form TM-P with the Trademark Registry for
recording the said assignment. However, the said form is pending approval of the Trademark Registry.
Our Promoters may also be interested to the extent of providing personal guarantees for some of the
loans taken by our Company. For details refer “Capital Structure – Equity Shareholding of the Promoters
and Promoter Group”, “Our Management” and “Restated Financial Information – Note 42 - Related
Parties Transactions” on pages 106, 237 and 307-309 respectively.
INTEREST IN PROPERTY, LAND, CONSTRUCTION OF BUILDING AND SUPPLY OF MACHINERY
Except as stated in the sections entitled “Our Business” and “Restated Financial Information Note 42 -
Related Party transactions” beginning on pages 200 and 307-309 respectively, our Promoters have no
Page 259 of 465interest, whether direct or indirect, in any property acquired by our Company within the preceding three
years from the date of this Red Herring Prospectus or proposed to be acquired by it, or in any transaction
by our Company with respect to the acquisition of land, construction of building or supply of machinery.
PAYMENT OR BENEFITS TO PROMOTERS OR PROMOTER GROUP
Except as stated in “Restated Financial Information Note 42 – Related Party Transactions” and “Our
Management” on page 307-309 and 237 respectively, there has been no amounts paid or benefits granted
by our Company to our Promoters or any of the members of the Promoter Group during the two years
preceding the date of this Red Herring Prospectus, nor is there any intention to pay any amount or provide
any benefit to our Promoters or any of the member of the Promoter Group as on the date of this Red
Herring Prospectus.
DISASSOCIATION BY PROMOTERS IN THE LAST THREE YEARS
Except as stated hereunder, our Promoters, namely, Nitin Gilara, Prateek Gilara, Vipul Gilara and Krishna
Vardhan Gilara have not disassociated themselves from any companies or firm during the preceding three
years from the date of filing of this Red Herring Prospectus.
Reason for and
Name of the company
S. Name of the Date of circumstances leading to Business Details of Disassociated
/ firm disassociated
No. Promoter(s) Disassociation disassociation and terms Company/Firms
from
of disassociation
Resigned from To Acquire or lease any land, building,
Jagrati Premium Designated Partner and hotels etc for construction or
1 Nitin Gilara 20.07.2025
Homes LLP the capital contribution reconstruction.
was withdrawn.
M/s Gokul Das Nitin Gilara Partnership Firm got Real Estate Business including
2 08.04.2025
Maheshwari dissolved. development of land, construction etc.
M/s Gokul Das Vipul Gilara Partnership Firm got Real Estate Business including
3 08.04.2025
Maheshwari dissolved. development of land, construction etc.
MATERIAL GUARANTEES BY OUR PROMOTERS
Our Promoters have not provided any material guarantees to third party (ies) with respect to the Equity
Shares of the Company as on the date of this Red Herring Prospectus.
EXPERIENCE OF OUR PROMOTERS IN THE BUSINESS OF OUR COMPANY
For details in relation to experience of our Promoters in the business of our Company, refer to the section
titled “Our Management – Brief Biographies of our Directors” on page 239-240.
LITIGATION INVOLVING OUR PROMOTERS
For details in relation to legal and regulatory proceedings, by any regulatory authority in India or overseas,
involving our Promoters and Directors as on the date of this Red Herring Prospectus, please refer to the
chapter titled “Outstanding Litigations and Material Developments” beginning on page 358.
OTHER CONFIRMATIONS
Our Company, Directors, Promoters and members of our Promoter Group have not been declared Willful
Defaulters by any leading bank or financial institution or consortium thereof, in accordance with the
guidelines issued by Reserve Bank of India and the SEBI ICDR Regulations.
Our Company, Directors, Promoters and members of our Promoter Group have not been declared
fraudulent borrowers by any bank or financial institution or consortium thereof, in accordance with the
RBI master circular dated July 01, 2016, and the SEBI ICDR Regulations.
Page 260 of 465Our Promoters and members of our Promoter Group are not prohibited or debarred from accessing the
capital markets or from buying, selling or dealing in securities under any order or direction passed by SEBI
or any other securities market regulator or any other authority, court or tribunal inside and outside India.
Our Promoters are not and have not been a promoter or director of any other company which is prohibited
or debarred from accessing or operating in capital markets under any order or direction passed by SEBI or
any other securities market regulator or any other authority, court or tribunal inside and outside India.
For details in relation to action initiated or concluded by SEBI against our Company, our Promoters and
Directors, or Promoter Group of our Company, please refer to the chapter titled “Outstanding Litigation
and Material Developments - Litigation against our Promoters - Actions initiated by regulatory or
statutory authorities” on page 359 and Outstanding Litigation and Material Developments - Litigation
against our Directors - Actions initiated by regulatory or statutory authorities on page 362.
Our Promoters have not been declared as Fugitive Economic Offenders under the Fugitive Economic
Offenders Act, 2018.
As on the date of this Red Herring Prospectus, there is no conflict of interest between the lessors of
immovable properties of our Company (which are crucial for operations of our Company) and our
Promoters, members of our Promoter Group, Directors, KMPs and SMPs.
There is no conflict of interest between any third-party service providers of our Company (which are
crucial for operations of our Company) and our Promoters, members of our Promoter Group, Directors,
KMPs, SMPs and Group Companies.
Except mentioned below, none of the Promoters and members of our Promoter Group are directors in
any company that has been struck off by RoC:
Name of Promoters /Promoter
Company name Mode of strike off
Group Members
Voluntarily Struck of under section
Nitin Gilara and Vipul Gilara Janak Nandini Builders Private Limited
248(5) of the Companies Act, 2013
PROMOTER GROUP
In addition to the Promoters named above, the following individuals and entities forming part of the
Promoter Group of our Company in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations:
(a) Natural persons who are part of the Promoter Group
The natural persons who are part of our Promoter Group (being the immediate relatives of our
Promoters), apart from our Promoters mentioned above are as follows:
Name of the Promoter Name of Relative Relationship
Gordhan Das Gilara Father
Geeta Devi Gilara Mother
Kiran Gilara Spouse
Harshi Gilara
Daughter
Ritvi Gilara
Aryamann Gilara Son
Nitin Gilara Prateek Gilara Brother
Manisha Kabra Sister
Bal Kishan Somani Spouse’s Father
Late Rama Kanta Somani Spouse’s Mother
Jagdish Somani
Vaibhav Somani Spouse’s Brother
Pankaj Somani
Prateek Gilara Gordhan Das Gilara Father
Page 261 of 465Name of the Promoter Name of Relative Relationship
Geeta Devi Gilara Mother
Rachna Gilara Spouse
Dhwanil Gilara
Son
Veer Gilara
Nitin Gilara Brother
Manisha Kabra Sister
Krishna Das Jaju Spouse’s Father
Late Rukmani Jaju Spouse’s Mother
Deepak Jaju Spouse’s Brother
Girraj Prasad Gilara Father
Manju Gilara Mother
Swati Gilara Spouse
Ishan Gilara
Son
Kabir Gilara
Vipul Gilara Abhishek Gilara Brother
Neha Kothari Sister
Satish Chandra Heda Spouse’s Father
Sumitra Heda Spouse’s Mother
Sudarshan Heda Spouse’s Brother
Surbhi Heda Spouse’s Sister
Abhishek Gilara Father
Krishna Vardhan Gilara Deepa Gilara Mother
Tanishka Gilara Sister
(b) Entities forming part of the Promoter Group
As of the date of this Red Herring Prospectus, the body corporates, firm, trust and HUF forming part
of our Promoter Group are as follows:
Body corporates forming part of the Promoter Group
1. Janak Nandini Buildwell Private Limited
2. Janak Nandini Buildhome Private Limited.
3. Elegancia Granite Private Limited
4. Janak Nandini Buildcon Private Limited
5. Janak Nandini Estates Private Limited
6. Janak Nandini Infrastructures Private Limited
7. JCI Oil Refinery Private Limited
8. Knowledge Station (India) Private Limited
9. Rambhajo Buildcon Private Limited
10. Valed Ventures Private Limited
11. Sure Start Batt Power India Private Limited
12. Imperial Armoury Private Limited
13. Somani Soaps and Detergents Private Limited
14. Imperial Lancers Private Limited
Firms forming part of the Promoter Group
1. Govind Agencies (Partners Bal Kishan Somani and Pankaj Somani)
2. M/s Jaju Art Diamonds (Partners Krishna Das Jaju and Deepak Jaju)
3. M/s Janak Nandini Developers (Partners Nitin Gilara and Vipul Gilara)
4. M/s Maharaja Trade Link (Partner Jagdish Somani)
5. M/s Param Constructions (Partners Bal Kishan Somani, Jagdish Somani, Vaibhav Somani and
Pankaj Somani)
6. M/s Rambhajo Diamonds (Partners Nitin Gilara, Abhishek Gilara, Prateek Gilara, Vipul Gilara,
Gordhan Das Gilara and Girraj Prasad Gilara)
7. M/s Rambhajo's (Partners Abhishek Gilara, Prateek Gilara, Nitin Gilara and Vipul Gilara)
Page 262 of 4658. M/s Shree Aashrya Emerald (Partners Nitin Gilara and Vipul Gilara)
9. M/s Shree Aashrya Gold (Partners Nitin Gilara, Vipul Gilara, Pankaj Somani and Jagdish Somani)
10. Shree Aashrya Ruby (Partners Nitin Gilara and Vipul Gilara)
11. M/s Shri Krishna Industries (Partners Bal Kishan Somani and Vaibhav Somani)
12. M/s Shree Nath Exports (Partner Jagdish Somani)
13. Shree Nath Industries (Proprietor Jagdish Somani)
14. Shree Nath International (Partners Jagdish Somani, Vaibhav Somani and Pankaj Somani)
15. M/s Somani Industries (Partners Bal Kishan Somani and Jagdish Somani)
16. Shri Nath Trading Company (Proprietor Vaibhav Somani)
17. Blushwork (Proprietor Surbhi Heda)
18. Janak Nandini Estates (Partners Nitin Gilara and Vipul Gilara)
19. NV Realtor (Partners Nitin Gilara and Vipul Gilara)
20. M/s Jaju Fine Gems Corporation (Proprietor Krishna Das Jaju)
21. Swastik Motors (Proprietor Satish Chandra Heda)
22. Sudarshan Heda (Proprietor Sudarshan Heda)
LLP forming part of the Promoter Group
1. Rambhajo Builders LLP (Partners Nitin Gilara and Vipul Gilara)
2. Rambhajo Estates LLP (Partners Abhishek Gilara, Prateek Gilara, Nitin Gilara and Vipul Gilara)
3. Rambhajo Realtors LLP (Partners Nitin Gilara and Vipul Gilara)
4. RNV Real Estate LLP (Partners Nitin Gilara and Vipul Gilara)
5. Azneo Metals LLP (Partners Sudarshan Heda and Sumitra Heda)
6. Harisom Precious Gems and Jewels LLP (Partner Harshi Gilara)
7. Gemvik Realty LLP (Partners Abhishek Gilara, Prateek Gilara, Nitin Gilara and Vipul Gilara)
8. GVN Prime Developers LLP (Partners Abhishek Gilara, Prateek Gilara, Nitin Gilara and Vipul Gilara)
9. Givike Colonizers LLP (Partners Abhishek Gilara, Prateek Gilara, Nitin Gilara and Vipul Gilara)
HUF forming part of the Promoter Group
1. Abhishek Gilara HUF
2. Girraj Prasad Gilara HUF
3. Gordhan Das Gilara HUF
4. Nitin Gilara HUF
5. Prateek Gilara HUF
6. Vipul Gilara HUF
7. Balkishan Somani HUF
8. Deepak Jaju HUF
9. Jagdish Somani HUF
10. Krishnadas Jaju & Sons HUF
11. Pankaj Somani HUF
12. Vaibhav Somani HUF
13. Satish Chandra Heda HUF
Page 263 of 465DIVIDEND POLICY
Our Board of Directors, pursuant to a resolution dated September 12, 2025, have adopted the dividend
policy of our Company (“Dividend Policy”). The declaration and payment of dividend on our Equity Shares,
if any, will be recommended by our Board and approved by our Shareholders, at their discretion, in
accordance with provisions of our Articles of Association and applicable law, including the Companies Act
(together with applicable rules issued thereunder).
In terms of the Dividend Policy, the declaration and payment of dividends will be at the discretion of our
Board and will depend on factors that our Board deems relevant, including among others, profits
earned during the fiscal year, retained earnings, expected future capital / liquidity requirements,
significant changes in the macro-economic environment, introduction of new regulatory changes and
technological changes which necessitate significant investments in our business. In addition, our ability
to pay dividends may be impacted by a number of factors, including restrictive covenants under our
current or future loan or financing documents. For more information on restrictive covenants under our
current loan agreements, see “Financial Indebtedness - Principal terms of the borrowings availed by us”
beginning on page 353.
Our Company has not declared any dividends on the equity shares during the last three Fiscals, and the
period from April 1, 2025, until the date of this Red Herring Prospectus.
The past trend in relation to our payment of dividends is not necessarily indicative of our dividend trend
or dividend policy in the future, and there is no guarantee that any dividends will be declared or paid in
the future. For details in relation to the risk involved see “Risk Factors No. 63 – Our ability to pay
dividends in the future will depend upon our future earnings, financial condition, cash flows, working
capital requirements and capital expenditures and lender consents and we cannot assure you that we
will be able to pay dividends in the future” on page 68.
Page 264 of 465SECTION VI – FINANCIAL INFORMATION
RESTATED FINANCIAL INFORMATION
Independent Auditor’s Examination Report on Restated Financial Information
The Board of Directors
Advit Jewels Limited,
(Formerly known as Advit Jewels Private Limited)
Flat No. 301, Pearl Premier, Plot No. 4,
Jamna Lal Bajaj Marg, C-Scheme, Jaipur,
Rajasthan, India, 302001
Dear Sir,
1. We have examined the attached Restated Financial Information (as defined hereinafter) of Advit Jewels
Limited (Formerly known as Advit Jewels Private Limited) (“the Company” or “the issuer”) comprising
the Restated Statement of Assets and Liabilities as at 31st December, 2025, 31st March, 2025, 31st March,
2024 and 31st March, 2023, the Restated Statements of Profit and Loss (including other comprehensive
income) for the period ended 31st December, 2025 and for the year ended 31st March, 2025, 31st March,
2024 and 31st March, 2023, the Restated Statement of Changes in Equity, the Restated Cash Flow
Statement for the period ended 31st December, 2025 and for the year ended 31st March, 2025, 31st March,
2024 and 31st March, 2023, the Summary Statement of Significant Accounting Policies, and other
explanatory information (collectively, the “Restated Financial Information”), as approved by the Board
of Directors of the Company at their meeting held on 22th April, 2026 for the purpose of inclusion in the
Red Herring Prospectus/ Prospectus (“RHP/Prospectus”) prepared by the Company in connection with its
proposed Initial Public Offer of equity shares (“IPO”) prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended ("ICDR Regulations"); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
2. The Board is responsible for the preparation of the Restated Financial Information for the purpose of
inclusion in the Red Herring Prospectus/ Prospectus (“RHP/Prospectus”) to be filed with Securities and
Exchange Board of India (“SEBI”), the stock exchanges where the equity shares of the Company are
proposed to be listed (“Stock Exchanges”) and the Registrar of Companies, Jaipur, Rajasthan (“ROC”), in
connection with the proposed IPO. The Restated Financial Information have been prepared by the
management of the Company on the basis of preparation stated in Note No. 1 to the Restated Financial
Information.The responsibilities of the Board of Directors of the company includes designing,
implementing, and maintaining adequate internal control relevant to the preparation and presentation
of the Restated Financial Information. The Board is also responsible for identifying and ensuring that the
Company complies with the Act, ICDR Regulations and the Guidance Note.
3. We have examined such Restated Financial Information taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance with our
engagement letter dated 05th May, 2025 in connection with the proposed IPO of equity shares of the
Company;
b) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics
issued by the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of
evidence supporting the Restated Financial Information; and
Page 265 of 465d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely
to assist the board of directors in meeting their responsibilities in relation to the compliance with the
Act, the ICDR Regulations and the Guidance Note in connection with the proposed IPO.
4. These Restated Financial Information have been compiled by the management from:
a) Audited Special purpose Interim Ind AS financial statements of the Company audited and reported
by us for the period ended 31st December, 2025 prepared in accordance with Ind AS notified under
Companies Act, 2013 specified under section 133 of the Act and other accounting principles generally
accepted in India (the “Special Purpose Interim Ind AS Financial Statements”) which have been
approved by the Board of Directors at their meeting held on 22th April, 2026.
b) Audited Ind AS financial statements of the Company as at and for the years ended, 31st March, 2025
prepared by us, and for the years ended 31st March, 2024 and 31st March, 2023 prepared in
accordance with the with the accounting standards notified under the section 133 of the Act (“Indian
GAAP”) and other accounting principles generally accepted in India, at the relevant time, which have
been Audited and reported by erstwhile Statutory Auditor VKG & Co., Chartered Accountants
c) The financial information for the year ended March 31, 2025, March 31, 2024 and March 31, 2023
included in such restated financial information have been prepared by the management by
preparing/adopting Ind-AS financial statements wherein Ind-AS transition / restatement adjustments
have been made to the audited financial statements of the Company and prepared in accordance
with the Indian accounting standards as notified under Companies Act, 2013.
5. We have audited the special purpose financial information of the Company for the period ended
December 31, 2025 prepared by the Company in accordance with the Ind AS for the limited purpose of
complying with the requirement of getting its financial statements audited by an audit firm holding a valid
peer review certificate issued by the “Peer Review Board” of the ICAI as required by ICDR Regulations in
relation to proposed IPO. We have issued our report dated 22th April,2026 on these special purpose
financial information to the Board of Directors who have approved these in their meeting held on 22th
April 2026.
6. For the purpose of our examination, we have relied on:
a) Auditors’ report issued by us dated 22th April, 2026 on the financial statements of the Company as at
31st December, 2025.
b) Auditors’ report issued by us dated 26th August, 2025 on the financial statements of the Company as
at 31st March, 2025.
c) Auditors’ Report issued by the previous Auditor dated September 4, 2024, September 4, 2023 on the
financial statements of the Company as at and for the years ended March 31, 2024, March 31, 2023
respectively.
The Ind-AS transition and restatement adjustments made to such audited financial statements [referred as
above] to comply with Ind-AS along with the basis of preparation set out in Note 1 to the Restated Financial
Information and statement of reconciliation thereof set out in Note 44 (D), have been verified by us.
7. Based on our examination and according to the information and explanations given to us [and also as per
the reliance placed on the examination report submitted by the Previous Auditors for the respective
periods/years, we report that the Restated Financial Information:
a) have been prepared after incorporating adjustments for the changes in accounting policies, material
errors and regrouping / re-classifications retrospectively in the financial period/year ended on 31st
December, 2025, 31st March, 2025, 31st March, 2024 and 31st March, 2023 to reflect the same
accounting treatment as per the accounting policies and grouping / classifications followed as at and
for the year ended;
Page 266 of 465b) have been prepared after incorporating IND AS Adjustment to the audited Indian GAAP financial
statements as at and for the year ended 31st March, 2025, 31st March, 2024 and 31st March, 2023 as
mentioned in notes to restated financial information
c) does not contain any qualification requiring adjustments.
d) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
8. The Restated Financial Information does not reflect the effects of events that occurred subsequent to the
respective dates of the reports on the audited financial statements mentioned as above
9. This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit
reports issued by us, nor should this report be construed as a new opinion on any of the financial
statements referred to herein.
10. The report is updated for the events and circumstances as on the date of the signing of the report and
not later.
11. Our report is intended solely for use of the Board of Directors for inclusion in the RHP/Prospectus to be
filed with SEBI, Stock Exchanges and ROC in connection with the proposed IPO. Our report should not be
used, referred to, or distributed for any other purpose except with our prior consent in writing.
Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any
other person to whom this report is shown or into whose hands it may come without our prior consent
in writing.
For, Keyur Shah & Associates
F.R. No: 333288W
Chartered Accountants
Keyur Shah
Partner
M. No.: 153774 Date: April 22, 2026
UDIN: -26153774FNALUZ1370 Place: Ahmedabad
Page 267 of 465Page 268 of 465Page 269 of 465Page 270 of 465Page 271 of 465Page 272 of 465Page 273 of 465Page 274 of 465Page 275 of 465Page 276 of 465Page 277 of 465Page 278 of 465Page 279 of 465Page 280 of 465Page 281 of 465Page 282 of 465Page 283 of 465Page 284 of 465Page 285 of 465Page 286 of 465Page 287 of 465Page 288 of 465Page 289 of 465Page 290 of 465Page 291 of 465Page 292 of 465Page 293 of 465Page 294 of 465Page 295 of 465Page 296 of 465Page 297 of 465Page 298 of 465Page 299 of 465Page 300 of 465Page 301 of 465Page 302 of 465Page 303 of 465Page 304 of 465Page 305 of 465Page 306 of 465Page 307 of 465Page 308 of 465Page 309 of 465Page 310 of 465Page 311 of 465Page 312 of 465Page 313 of 465Page 314 of 465Page 315 of 465Page 316 of 465Page 317 of 465Page 318 of 465Page 319 of 465Page 320 of 465Page 321 of 465Page 322 of 465Page 323 of 465OTHER FINANCIAL INFORMATION
The Financial Ratio based on Restated Financial Information of the Accounting are as follow:
(₹ in lakhs)
S. For the period ended For the Fiscal Year Ended 31 March
Particulars
no. on December 31, 2025 2025 2024 2023
A Net worth, as restated 8,365.16 5,813.42 3,280.29 1,807.82
B Profit after tax, as restated 2,544.24 2,536.71 1,471.04 1,038.98
Weighted average number of equity
shares outstanding during the year
C For Basic/Diluted earnings per share 3,20,10,000 10,000 10,000 10,000
For Basic/Diluted earnings per share
D 3,20,10,000 3,20,10,000 3,20,10,000 3,20,10,000
(after Bonus Issue)
Earnings per share
Basic/Diluted earnings per share (₹)
E 7.95 25,367.07 14,710.39 10,389.81
(B/C)
Adjusted Diluted earnings per share after
F 7.95 7.92 4.60 3.25
bonus issue (B/D)
G Return on Net Worth (%) (B/A*100) 30.41% 43.64% 44.84% 57.47%
H Number of shares outstanding at the end
3,20,10,000 10,000 10,000 10,000
of the year
I Number of shares outstanding at the end
3,20,10,000 3,20,10,000 3,20,10,000 3,20,10,000
of the year (After Bonus Issue)
Net asset value per equity share of ₹ 10
J 26.13 58,134.18 32,802.91 18,078.21
each (A/H)
Net asset value per equity share of ₹ 10
K 26.13 18.16 10.25 5.65
each after Bonus Issue (A/I)
L Face value of equity shares 10.00 10.00 10.00 10.00
Earnings Before Interest, Taxes,
M 3,667.61 3,714.67 1,895.17 1,277.43
Depreciation & Amortization (EBITDA)
* Number of shares outstanding at the end of the year after Bonus Issue is considered after taking impact of share split for calculation
of NAV and EPS.
Notes:
1. The ratios have been computed as per the following manner:
(i) Basic and Diluted Earnings per Share:
Restated Profit after Tax available to equity shareholders
Weighted average number of equity shares outstanding at the end of the year
(ii) Net Asset Value (NAV) per Equity Share:
Restated Net worth of Equity Share Holders
Number of equity shares outstanding at the end of the year
(iii) Return on Net worth (%):
Restated Profit after Tax available to equity shareholders
Restated Net worth of Equity Shareholders
2. The figures disclosed above are based on the Restated Financial Information of the Company.
3. Weighted average number of equity shares is the number of equity shares outstanding at the
beginning of the year adjusted for the number of equity shares issued during the year multiplied by
the time weightage factor. The time weightage factor is the number of days for which the specific
shares are outstanding as a proportion of total number of days during the year.
4. Net worth for the ratios represents sum of share capital and reserves and surplus (share premium and
surplus in the Restated Summary Statement of Profit and Loss).
Page 324 of 4655. The above statement should be read with the Statement of Notes to the Restated Financial
Information of the Company in Annexure 4.
6. Earnings Before Interest, Taxes, Depreciation & Amortization (EBITDA) = Profit Before Tax + Finance
Cost + Dep. & Amortization-Other Income.
Page 325 of 465MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction
with our “Restated Financial Information” beginning on page 265.
This section may include forward-looking statements that involve risks and uncertainties, and our actual
financial performance may materially vary from the conditions contemplated in such forward-looking
statements as a result of various factors, including those described below and elsewhere in this Red Herring
Prospectus. For further information, see “Forward Looking Statements” beginning on page 23. Also read
“Risk Factors” beginning on page 25, for a discussion of certain factors that may affect our business,
financial condition or results of operations.
Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal Years
2025, 2024 and 2023 included herein is derived from the Restated Financial Information, included in this
Red Herring Prospectus, have been prepared in accordance with requirements of the Companies Act and
Ind AS and restated in accordance with the SEBI Regulations, which differ in certain material respects from
IFRS, U.S. GAAP and GAAP in other countries. For further information, see “Restated Financial
Information” beginning on page 265.
Unless the context otherwise requires, in this section, references to “our Company” or “the Company” or
“we” or “us” or “our” refers to Advit Jewels Limited.
OVERVIEW
Our company is a manufacturer and seller of handcrafted fine jewellery, specializing in Kundan, Polki,
Diamond and Studded pieces. Our brand name “Rambhajo” finds its roots in a jewellery business
established in 1921 by Late Shri Kishan Gilara in Jaipur.
Our offerings include necklaces, earrings, rings, bangles and customized jewellery pieces. Our
manufacturing unit is located at Jaipur. We largely operate on B2B model, serving dealers, showrooms
and jewellery retailers and also cater to B2C customers for exclusive, made-to-order pieces. To augment
B2C sales, we are setting up one flagship store in Jaipur.
For further details please refer “Our Business” beginning on page 200.
SIGNIFICANT MATERIAL DEVELOPMENTS SUBSEQUENT TO THE FISCAL YEAR:
In the opinion of the Board of Directors of our Company, since the date of the last financial statements
disclosed in this Red Herring Prospectus, except those mentioned below, there have not arisen any
circumstance that materially and adversely affect or are likely to affect the business activities or
profitability of our Company or the value of its assets or its ability to pay its material liabilities within the
next twelve months except as mentioned below:
1) Issued 18,32,000 Equity shares having a face value of ₹ 10/- each, at a price of ₹125/- per equity share,
having premium of ₹ 115/- per equity share, on private placement basis dated May 13, 2026.
2) Cash Credit limit of HDFC Bank Limited has been enhanced from ₹ 3,075.00 lakhs to ₹ 4,075.00 lakhs
vide sanction letter dated 20.03.2026.
KEY FACTORS THAT MAY AFFECT OUR RESULTS OF SERVICES
Our results of services have been, and will be, affected by many factors, some of which are beyond our
control. Our results of operations and financial conditions are affected by numerous factors including the
following:
Page 326 of 465Customer Relationships and Brand Awareness
Our business model is pre-dominantly based on wholesale sales with a smaller portion derived from retail
sales. Our main customers include corporate clients as well as traditional Jewellery stores. We have to
maintain wide variety of designs, styles, and customisation options expected by customers alongwith
providing flexible credit terms, in order to get the repeat orders from our customers. The growth of our
operations and revenues depends on how effectively we serve our customers in order to build brand
awareness and loyalty among end consumers. Our existing customers have shown repeat purchase
behaviour and significantly contribute to our revenues, which validates the strength of having long term
relationship with customers.
Going forward, our focus will remain on nurturing and expanding customer relationships by offering new
product lines, seasonal collections, and personalized services. Leveraging our current portfolio and
expertise, we aim to tap into new customer groups by identifying and targeting segments aligned with
our existing verticals.
Seasonality
Our sales demonstrate clear seasonal patterns, with higher volumes and stronger margins during festive
periods, weddings, and other special occasions.
To manage this, we maintain strategic inventory levels in anticipation of festive demand, while fixed costs
such as employee salaries, showroom operations, and logistics remain largely constant throughout the
year.
Lower-than-expected sales during peak quarters, or sharper seasonal variations than anticipated, could
disproportionately affect our annual operating results, cash flows, and resource allocation. Additionally,
any slowdown in consumer demand during festivals or a failure to accurately forecast seasonal trends
could adversely impact our business performance.
Looking ahead, we expect the impact of seasonality to gradually diminish as we expand into new
geographies and diversify our customer base, thereby balancing sales across the year.
Cost of Procuring Raw Materials and Manufacturing
The cost and availability of raw materials form a critical component of our overall cost structure and have
a direct bearing on our profitability. Jewellery manufacturing is primarily dependent on gold, diamond
polki, precious stones, alloys, and other inputs, which collectively represent a substantial portion of our
operating expenses.
Our business is significantly exposed to fluctuations in gold prices and availability, which are influenced
by factors such as international demand-supply dynamics, changes in import duties, global economic
trends, and geopolitical developments. Any sustained increase in raw material costs, or shortage in
availability of quality gold and stones, could materially affect our margins, results of operations, and
financial condition.
In addition to raw material dependency, our manufacturing process involves specialized equipment—such
as casting machines, induction melters, and compressors—as well as skilled outsourced labour,
particularly for manual stone-setting. Disruptions in manufacturing operations, rising labour costs, or
inefficiencies in production could further impact our ability to deliver products at competitive prices and
maintain profitability.
Quality Control
Our ability to sustain growth is closely tied to the quality and design precision of our jewellery. Any
deviation from the approved designs or a lapse in quality standards could lead to weaker customer
response, negatively impacting our sales, profitability, and long-term growth.
Page 327 of 465Although all our jewellery is hallmarked in accordance with BIS standards, any failure to consistently
maintain these benchmarks may adversely affect customer trust and brand reputation.
Since our manufacturing processes are fully in-house, any operational disruption—such as equipment
failure, shortage of skilled labour, delays in procurement of raw materials, or unforeseen events like
accidents or natural calamities—could impair our production capabilities. This may result in delays,
inability to meet demand, or loss of market share, all of which could materially affect our financial
performance.
Macroeconomic, Political, and Global Risks
Our business performance is significantly influenced by fiscal, economic, and political conditions in India.
Any slowdown in the domestic economy—whether due to changes in interest rates, government policies,
taxation, social or civil u st, pandemics, or other disruptive developments—could adversely impact
consumer spending and our results of operations.
Although jewellery demand in India tends to remain resilient given its cultural, religious, and wedding-
related importance, prolonged economic uncertainty or adverse policy changes may affect disposable
incomes, consumer confidence, and purchasing patterns.
In addition, our industry is exposed to global factors beyond our control. Fluctuations in gold and precious
stone prices, changes in international trade policies, customs duties, or currency exchange rate volatility
can directly influence product pricing, margins, and consumer affordability. Sharp movements in these
variables could materially impact our revenue growth and profitability.
Working Capital Requirements
Our business model is working capital intensive. Significant funds are required to finance the procurement
of raw materials (such as gold, diamond polki, and other precious stones), maintain an optimum level of
finished inventory, and support trade receivables from our retail operations.
As demand for our products continues to grow and we expand our operations, the need for incremental
working capital will increase. As of March 31, 2025, our fund-based working capital facilities stood at ₹
4,492.46 lakhs and ₹ 5,408.89 lakhs as of December 31, 2025. To meet future requirements, we plan to
utilize a portion of the proceeds from this Issue, amounting to ₹ 6,500.00 lakhs, to fund our incremental
working capital needs.
Additionally, as part of our growth strategy, we intend to expand our retail presence through the
construction and establishment of new showroom. This will not only enhance our brand visibility but also
drive higher sales volumes, further increasing the need for adequate working capital support.
KEY PERFORMANCE INDICATORS AND CERTAIN NON-GAAP MEASURES
In evaluating our business, we consider and use certain non-GAAP financial measures and key
performance indicators that are presented below as supplemental measures to review and assess our
operating performance. The presentation of these non-GAAP financial measures and key performance
indicators is not intended to be considered in isolation or as a substitute for the Restated Financial
Information. We present these non-GAAP financial measures and key performance indicators because
they are used by our management to evaluate our operating performance. These non-GAAP financial
measures are not defined under Ind AS and are not presented in accordance with Ind AS. The non-GAAP
financial measures and key performance indicators have limitations as analytical tools. Further, these non-
GAAP financial measures and key performance indicators may differ from the similar information used by
other companies, including peer companies, and hence their comparability may be limited. Therefore,
these matrices should not be considered in isolation or construed as an alternative to Ind AS measures of
performance or as an indicator of our operating performance, liquidity, profitability or results of
operation.
Page 328 of 465EBITDA and EBITDA Margin
EBITDA is defined as our profit/loss before tax less other income before finance cost and depreciation
and amortization. Profit/loss before tax margin is defined as profit/loss before tax divided by revenue
from operations. EBITDA margin is defined as our EBITDA as a percentage of revenue from operations.
The following table reconciles our profit/loss before tax (an Ind AS financial measure) to EBITDA for the
periods indicated based on the Restated Financial Statements.
(₹ in lakhs)
For the period ended For the Fiscal Year ended March 31,
Particulars
on December 31, 2025 2025 2024 2023
Restated (loss) / profit after tax less other income 2,544.24 2,536.71 1,471.04 1,038.98
Add: Total Tax Expense 530.78 533.44 307.80 213.84
Add: Finance Costs 503.66 582.51 79.90 15.26
Add: Depreciation and amortization expenses 89.56 62.75 37.42 9.42
Less: Other Income 0.63 0.74 0.99 0.07
Earnings before interest, taxes, depreciation and amortization expenses
3,667.61 3,714.67 1,895.17 1,277.43
(EBITDA)
Revenue from operations 12,379.01 12,493.73 6,944.26 4,660.41
EBITDA Margin % 29.63% 29.73% 27.29% 27.41%
The following table sets forth certain key performance indicators for the periods indicated based on the
Restated Financial Statements:
(₹ in lakhs)
For the period ended on For the Fiscal Year ended on March 31
Particulars
December 31, 2025* 2025 2024 2023
Revenue from Operations (1) (₹ in Lakhs) 12,379.01 12,493.73 6,944.26 4,660.41
Growth in Revenue from Operations (2) (%) - 79.91% 49.01% -
Gross Profit (3) (₹ in Lakhs) 4,221.02 4,109.16 1,974.45 1,305.45
Gross Profit Margin (4) (%) 34.10% 32.89% 28.43% 28.01%
EBITDA (5) (₹ in Lakhs) 3,667.61 3,714.67 1,895.17 1,277.43
EBITDA Margin (6) (%) 29.63% 29.73% 27.29% 27.41%
Profit After Tax (7) (₹ in Lakhs) 2,544.24 2,536.71 1,471.04 1,038.98
PAT Margin (8) (%) 20.55% 20.30% 21.18% 22.29%
RoE(9) (%) 35.89% 55.79% 57.82% 80.51%
RoCE (10) (%) 24.09% 27.48% 35.41% 53.02%
Net Fixed Asset Turnover (11) (In Times) 8.74 16.63 121.59 912.02
Net Working Capital Days (12) 221 159 165 140
Operating Cash Flows (13) (₹ in Lakhs) 1,782.96 (3,697.69) (1,049.33) (277.25)
Earnings per Share (adjusted after bonus issue)
− Basic (14) 7.95 7.92 4.60 3.25
− Diluted (15) 7.95 7.92 4.60 3.25
Operating Profit before Working Capital
3,711.09 1,897.57 1,280.39
Changes (16) (₹ in Lakhs) 3,677.30
Current Ratio (17) (In Times) 2.08 1.76 1.93 2.66
NAV per Equity Share (adjusted after bonus) (18) 26.13 18.16 10.25 5.65
Net Worth (19) (₹ in Lakhs) 8,365.16 5,813.42 3,280.29 1,807.82
Return on Net Worth (20) (%) 30.41% 43.64% 44.84% 57.47%
*Not Annualized
Pursuant to the certificate dated May 15, 2026, received from our Statutory and Peer Review Auditor, M/S Keyur Shah and Associates, Chartered
Accountants
Notes:
(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements.
(2) Growth in Revenue from Operations (%) is calculated as a percentage of Revenue from Operations of the relevant year/period minus Revenue
from Operations of the preceding year/period, divided by Revenue from Operations of the preceding year/period.
(3) Gross Profit is calculated as Revenue from Operations less Cost of Goods Sold.
(4) Gross Profit Margin (%) is calculated as Gross Profit divided by Revenue from Operations.
(5) EBITDA is calculated as profit for the year/period, plus tax expenses (consisting of current tax, deferred tax and current taxes relating to earlier
years/period), Finance costs and depreciation and amortization expenses and minus other income.
(6) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations.
(7) Profit After Tax Means Profits for the year/period as appearing in the Restated Financial Statements.
(8) PAT Margin (%) is calculated as Profits for the year/period as a percentage of Revenue from Operations.
(9) ROE (Return on Equity) (%) is calculated as net profit after tax (PAT) for the year/period divided by Average Shareholder Equity.
(10) ROCE (Return on Capital Employed) (%) is calculated as earnings before interest and taxes divided by capital employed.
Page 329 of 465(11) Net Fixed Asset Turnover is calculated as Net Turnover divided by Fixed Assets which consists of property, equipment and Intangible Assets.
(12) Net Working Capital Days is calculated as working capital (current assets minus current liabilities) as at the end of the year/period divided by
revenue from operations multiplied by number of days in a year/period.
(13) Operating cash flows means net cash generated from operating activities as mentioned in the Restated Financial Statements
(14) Earnings per Share (Basic) is calculated as profit after tax divided by weighted average number of equity Shares during the year/period
adjusting for the changes in the capital occurred after the balance sheet date
(15) Earnings per Share (Diluted) is calculated as profit after tax divided by weighted average number of diluted equity shares during the
year/period adjusting for the changes in the capital occurred after the balance sheet date.
(16) Operating Profit before Working Capital Changes means cash generated before change of working capital adjustments.
(17) Current Ratio is calculated as current assets divided by current liabilities.
(18) NAV per Equity Share is calculated as Equity attributable to equity holders of the divided by weighted average number of shares during the
end of year/period adjusting for the changes in the capital occurred after the balance sheet date.
(19) Net Worth means Equity attributable to equity holders of the as mentioned in the Restated Financial Statements.
(20) Return on Net Worth is calculated as restated profit for the year/period divided by net worth.
PRESENTATION OF FINANCIAL INFORMATION
The Restated Financial Information of our company comprise of the Restated Statement of Assets and
Liabilities as at and for the period ended on December 31, 2025 and for the fiscal years ended on March
31, 2025, 2024 and 2023, the Restated Statement of Profit and Loss (including Other Comprehensive
Income), the Restated Statement of Cash Flow and the Restated Statement of Changes in Equity for the
period ended on December 31, 2025 and for the fiscal years ended on March 31, 2025, 2024, and 2023,
and the summary statement of material accounting Policies and Explanatory Information (Collectively,
the “Restated Financial Information”). These Restated Financial Information of our company has been
approved by the Board of Directors of the Company on April 22, 2026, for the purpose of inclusion in the
Red Herring Prospectus (“RHP”) in connection with the proposed Initial Public Offering (“IPO”) of its
equity shares (referred to as the “Issue”) prepared by the Company in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013, (“the Act”), as amended from time to
time;
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended (“the SEBI ICDR Regulations”); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (ICAI), as amended (“the Guidance Note”).
The Restated Financial Information have been compiled by the Management from:
a) Audited Special Purpose Interim Financial Statements of the Company as at and for the period ended
on December 31, 2025 prepared in accordance with Ind AS notified under Companies Act, 2013
specified under section 133 of the Act and other accounting principles generally accepted in India
which have been approved by the Board of Directors at their meeting held on April 22, 2026.
b) Audited Financial Statements of our Company as at and for year ended on March 31, 2025 prepared
in accordance with the Indian Accounting Standards (referred to as ‘Ind AS’) as prescribed under
Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended,
and other accounting principles generally accepted in India, which have been approved by the Board
of Directors at their meeting held on August 26, 2025.
c) Audited Financial Statements of our Company as at and for year ended on March 31, 2024 and March
31, 2023 prepared in accordance with the Accounting Standards (referred to as “Indian GAAP”) as
prescribed under Section 133 of the Act and other accounting principles generally accepted in India,
which have been approved by the Board of Directors at their meeting held on September 30, 2024 and
September 30, 2023.
d) As required under Ind AS 33 - 'Earnings per share', the effect of such bonus issue is adjusted to the
weighted average number of equity shares outstanding during the reporting periods for the purpose
of computing earnings per equity share for all the period presented retrospectively. As a result, the
effect of such bonus issue has been considered in this Restated Financial Information for the purpose
of calculating earnings per equity share.
These Restated Financial Information do not reflect the effects of the events that occurred subsequent to
the respective dates of board meetings held for approval of Statutory Purpose Financial Statements as at
Page 330 of 465and for the period ended on December 31, 2025 and for the fiscal years ended on March 31, 2025, 2024
and 2023, except for the bonus issue as mentioned above.
The Restated Financial Information have been prepared so as to contain information / disclosures and
incorporating adjustments set out below in accordance with the SEBI ICDR Regulations:
▪ Adjustments to the profits or losses of the earlier years for the changes in accounting policies if any to
reflect what the profits or losses of those years would have been if a uniform accounting policy was
followed in each of these years and of material errors, if any;
▪ Adjustments for reclassification/regroupings of the corresponding items of income, expenses, assets
and liabilities retrospectively in the period ended on December 31, 2025 and the fiscal years ended on
March 31, 2025, 2024 and 2023, in order to bring them in line with the groupings as per the Restated
Financial Information of the company for period ended on December 31, 2025 and the requirements
of the SEBI Regulations, if any; and
▪ The resultant impact of tax due to the aforesaid adjustments, if any.
▪ The company follows historical cost convention and accrual method of accounting in the preparation
of the financial statements, except otherwise stated.
▪ The Restated Financial Information are presented in Indian Rupees (INR) except otherwise stated.
▪ These Restated financial statements of the Company are prepared in accordance with Indian
Accounting Standard (“Ind AS”) notified under the Companies Act, 2013 (“the Act”).
SIGNIFICANT ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations is based on the Restated
Financial Information. For details of significant accounting policies followed by us while preparing our
financial statements, see “Restated Financial Information” beginning on page 265.
OUR BALANCE SHEET ITEMS
(₹ in lakhs)
For the period For the Fiscal Year ended
Particulars ended on December on March 31
31, 2025 2025 2024 2023
I. ASSETS
1. Non - current assets
a) Property, Plant and Equipment 1,435.48 1,396.34 106.30 7.92
b) Right of Use Assets 185.09 60.42 86.82 20.05
c) Intangible assets 184.81 - - -
d) Capital Work- in- Progress 161.72 - - -
e) Financial assets
- Other financial assets 8.78 8.18 7.44 6.77
f) Deferred tax assets (net) 26.86 14.31 9.67 3.14
Total Non-Current Assets 2,002.74 1,479.25 210.23 37.88
2. Current assets
a) Inventories 9,902.38 10,723.91 4,491.67 1,041.67
b) Financial assets
- Trade receivables 4,167.54 1,477.54 757.50 1,551.63
- Cash and cash equivalents 85.07 263.17 358.12 257.39
- Loans 0.76 0.80 0.02 -
- Other Financial assets 2.22 0.10 - 2.12
c) Current Tax Assets - - 25.12 6.07
d) Other Current Assets (Net) 259.29 140.63 851.27 4.36
Total Current Assets 14,417.26 12,606.15 6,510.70 2,863.24
TOTAL ASSETS 16,420.00 14,085.40 6,720.93 2,901.12
II. EQUITY AND LIABILITIES
A. Equity
a) Equity Share capital 3,201.00 1.00 1.00 1.00
b) Other equity - attributable to owners of the company 5,164.16 5,812.42 3,279.29 1,806.82
Total Equity 8,365.16 5,813.42 3,280.29 1,807.82
Page 331 of 465For the period For the Fiscal Year ended
Particulars ended on December on March 31
31, 2025 2025 2024 2023
B. Liabilities
1. Non - Current Liabilities
a) Financial liabilities
- Long term borrowings 990.36 1,060.27 - -
- Long term lease liabilities 131.98 41.14 63.33 13.53
b) Provisions 5.58 9.82 2.78 3.14
Total Non-Current Liabilities 1,127.92 1,111.23 66.11 16.67
2. Current liabilities
a) Financial liabilities
- Short-Term Borrowings 5,501.25 6,419.57 1,969.51 583.79
- Short-Term Lease liabilities 69.99 30.14 32.87 9.15
- Trade payables
i. total outstanding dues of micro and small
17.86 10.97 10.24 -
enterprises
ii. total outstanding dues of creditors other than
829.69 246.21 886.20 219.54
micro and small enterprises
- Other financial liabilities 63.50 115.86 27.97 13.71
b) Provisions 16.35 20.98 7.10 3.60
c) Other current liabilities 362.30 145.44 440.64 246.84
d) Current tax liabilities (net) 65.98 171.58 - -
Total Current Liabilities 6,926.92 7,160.75 3,374.53 1,076.63
Total Liabilities 8,054.84 8,271.98 3,440.64 1,093.30
Total Equity and Liabilities 16,420.00 14,085.40 6,720.93 2,901.12
Discussion on Major Balance Sheet Items
March 31, 2025 compared with March 31, 2024
Inventories
(₹ in lakhs)
2024-25 2023-24 Variance in %
10,723.91 4,491.67 138.75%
The inventory of our company has increased from ₹ 4,491.67 Lakhs in FY 2023-24 to ₹ 10,723.91 Lakhs in
FY 2024-25 representing 138.75%. Out of total inventory, finished goods consist of ₹ 7,865.80 lakhs which
include various designs of products viz. necklaces, earrings, bangles, broches and rings. Our sales is
majorly 81.63% to the B2B customers who are into retail Jewellery business and due to their nature of
trade we face the challenge of offering them various variety of designs and styles as per expectation of
end customers therefore our company strategizes to increase number of designs of each product along
with number of pieces of each design to serve their demands. Our company was having 17 number of
Jewellery items in our portfolio for the year ending 31.03.2024 which increased to 21 for the year ending
31.03.2025 having various designs in each jewellery item. The additions both in designs and quantity of
items has resulted in increase of our inventory from ₹ 4,491.67 lakhs in FY2023-24 to ₹ 10,723.91 lakhs in
FY2024-25. Further, another reason for increase in our finished good inventory is steep increase in the
gold prices from average ₹ 6,101.00 per gram in FY 2023-24 to ₹ 7,364.00 per gram in FY 2024-25. Our
products generally have 35% gold content. Therefore, the amount of investment in inventory is increasing
on year-to- year basis with the corresponding increase in cost of gold in the relevant year. The increase in
the inventory of the company has benefited to us as our company revenue arose from ₹ 6,944.26 lakhs in
FY 2023-24 to ₹ 12,493.73 lakhs in FY 2024-25 leading to rise of 79.91%. Our revenue is directly in
proportion to the designs and styles we have in our portfolio which is evident from the table below:
(₹ in lakhs)
Particulars FY 2022-23 FY 2023-24 FY 2024-25
Revenue 4,660.41 6,944.26 12,493.73
Page 332 of 465Revenue Growth % - 49.01% 79.91%
Inventory
− Raw Material 500.69 1135.63 2564.84
− Work in progress - - 293.27
− Finished Goods 540.98 3356.04 7865.80
Finished Inventory Growth % - 520.36% 134.38%
Finished Inventory as a % of Revenue 11.61% 48.33% 62.96%
Trade Receivables
(₹ in lakhs)
2024-25 2023-24 Variance in %
1,477.54 757.50 95.05%
The trade receivables of company have increased from ₹ 757.50 Lakhs in FY 2023-24 to ₹ 1,477.54 Lakhs
in FY 2024-25 representing 95.05% increase in trade receivables. Our company generally provide credit
terms of 1-2 months to our customers. With increase in revenue from operations from ₹ 6,944.26 lakhs
in FY 2023-24 to ₹ 12,493.73 lakhs in FY 2024-25, our trade receivables have also increased from ₹ 757.50
lakhs in FY 2023-24 to ₹ 1,477.54 lakhs in FY 2024-25.
Trade Payables
(₹ in lakhs)
2024-25 2023-24 Variance in %
257.18 896.44 -71.31%
The trade payables of our company have decreased from ₹ 896.44 Lakhs in FY 2023-24 to ₹ 257.18 Lakhs
in FY 2024-25 representing 71.31% decrease in trade payables. Our suppliers were providing credit terms
of 39 days in FY 2023-24 which was reduced to 7 days in FY 2024-25. In order to take benefit of better
pricing, our company reduced payables holding period from 39 days to 7 days in FY 2024-25 by availing
working capital limits of ₹ 4,492.46 lakhs in FY 2024-25.
Borrowings – Long-Term
(₹ in lakhs)
2024-25 2023-24 Variance in %
1,060.27 - 100.00%
Our company has sanctioned long term loan of ₹ 1,200.00 lakhs for business purposes. Our company has
purchased land for upcoming new office and showroom situated at Plot No. A-4/2, A-4/4, Chomu House,
Sardar Patel Marg, C-Scheme, Jaipur from own funds. Later on, Bank financed long term loan of ₹ 1,200.00
lakhs against security of this property for business purpose.
Borrowings – Short-Term
(₹ in lakhs)
2024-25 2023-24 Variance in %
6,419.57 1,969.51 225.95%
Our company has sanctioned working capital limits of ₹ 8,285.00 lakhs which were not available in FY23-
24. After availment of working capital limit to the tune of ₹ 4,492.46 lakhs in FY 2024-25, our short- term
borrowings increased from ₹ 1,969.51 lakhs in FY 2023-24 to ₹ 6,419.57 lakhs in FY 2024-25 indicating
growth of 225.95%.
March 31, 2024 compared with March 31, 2023
Inventories
(₹ in lakhs)
2023-24 2022-23 Variance in %
4,491.67 1,041.67 331.20%
The inventory of our company has increased from ₹ 1,041.67 Lakhs in FY 2022-23 to ₹ 4,491.67 Lakhs in
FY 2023-24 representing 331.20% increase in inventory. Out of total inventory in FY 2023-24, finished
Page 333 of 465goods consist of ₹ 3,356.04 lakhs which include various designs of products viz. necklaces, earrings,
bangles, broches and rings. Our sales is majorly 66.01 to the B2B customers who are into retail Jewellery
business and due to their nature of trade, we face the challenge of offering them various variety of designs
and styles as per expectation of their end customers therefore our company strategize to increase number
of designs of each product along with number of pieces of each design to serve their demands. Our
company was having 8 number of Jewellery items in our portfolio for the year ending 31.03.2023 which
increased to 17 for the year ending 31.03.2024 having various designs in each jewellery item. The
additions both in designs and quantity of items have resulted in increase in our inventory from ₹ 1,041.67
lakhs in FY 2022-23 to ₹ 4,491.67 lakhs in FY 2023-24. Further, another reason for increase in our finished
good inventory is steep increase in the gold prices in last 3 fiscal years from average ₹ 5,230.00 per gram
in FY 2022-23 to ₹ 6,101.00 per gram in FY 2023-24 and ₹ 7,364.00 per gram in FY 2024-25. Our products
generally have 35% of gold content. Therefore, the amount of investment in inventory is increasing on
year-to- year basis with the corresponding increase in cost of gold in the relevant year. The increase in
the inventory of the company has benefited to us as our company revenue arose from ₹ 4,660.41 lakhs in
FY 2022-23 to ₹ 6,944.26 lakhs in FY 2023-24 leading to rise of 49.00%. Our revenue is directly in
proportion to the designs and styles we have in our portfolio which is evident from the table below:
(₹ in Lakhs)
Particulars FY 2022-23 FY 2023-24 FY 2024-25
Revenue 4,660.41 6,944.26 12,493.73
Revenue Growth % - 49.01% 79.91%
Inventory
− Raw Material 500.69 1,135.63 2,564.84
− Work in progress - - 293.27
− Finished Goods 540.98 3,356.04 7,865.80
Finished Inventory Growth % - 520.36% 134.38%
Finished Inventory as a % of Revenue 11.61% 48.33% 62.96%
Trade Receivables
(₹ in lakhs)
2023-24 2022-23 Variance in %
757.50 1,551.63 -51.18%
The trade receivables of our company have decreased from ₹ 1,551.63 Lakhs in FY 2022-23 to ₹ 757.50
Lakhs in FY 2023-24 representing 51.18% decrease. During the year our company with nil short-term
borrowings from banks focused on timely realizations from its customers to fund its operations and in the
process have been able to recover entire due balances from two of our major customers which has
resulted in decline of outstanding balances of trade receivables.
Trade Payables
(₹ in lakhs)
2023-24 2022-23 Variance in %
896.44 219.54 308.33%
The trade payables of our company have increased from ₹ 219.54 Lakhs in FY 2022-23 to ₹ 896.44 Lakhs
in FY 2023-24 representing 308.32% increase. During the current year, our company purchased gold on
credit terms from HDFC Bank Limited on attractive terms which our company was earlier sourcing from
open market on cash basis. This purchase has led to increase in outstanding balance of trade payables.
Borrowings – Long-Term
(₹ in lakhs)
2023-24 2022-23 Variance in %
0.00 0.00 0.00%
Our Company’s long- term borrowings were NIL in both FY2022-23 and FY 2023-24.
Borrowings – Short-Term
(₹ in lakhs)
Page 334 of 4652023-24 2022-23 Variance in %
1,969.51 583.79 237.37%
Our company was not availed of working capital limits from banks or financial institutions in FY 2022-23
and FY 2023-24. The balances in the short-term borrowings represents short term loans availed from
directors and their relatives for working capital requirements amounting ₹ 126.90 lakhs in FY 2022-23
which increased to ₹ 844.84 lakhs in FY 2023-24. Similarly inter-corporate deposits were also availed from
group companies for working capital requirements amounting to ₹ 456.89 lakhs in FY 2022-23 which
increased to ₹ 1,124.67 lakhs in FY2023-24.
OVERVIEW OF REVENUE AND EXPENDITURE
Revenue and Expenses
Our revenue and expenses are reported in the following manner:
Total Revenue.
Our Total Revenue comprises of revenue from operations and other income.
➢ Revenue from operations – Our revenue from operations comprises of sale of products such as
Kundan Meena Polki Jewellery and Diamond Jewellery and job work income.
The revenue breakup according to Sales of Products and Sales of Services for three Fiscal Years and stub
period ended December 31, 2025 based on Restated Financial Statements are as under:
(₹ in Lakhs)
For the period ended For the Fiscal year ended March 31,
Partic ulars on December 31, 2025 2025 2024 2023
Amount %* Amount %* Amount %* Amount %*
A. Manufacturing Sales
Cut Setted Diamond Jewellery with
266.54 2.15% 164.17 1.31% 187.92 2.71% - -
Polki
Gold Kundan Meena Polki Jadau
12,075.52 97.65% 11,926.58 95.46% 6,553.98 94.38% 4,660.41 100.00%
Jewellery
Total (A) 12,354.39 99.80% 12,090.75 96.77% 6,741.90 97.09% 4,660.41 100.00%
B. Sale of Service
Job Work Income 24.62 0.20% 402.98 3.23% 202.36 2.91% - -
Total (B) 24.62 0.20% 402.98 3.23% 202.36 2.91% - -
Total (A+B) 12,379.01 100.00% 12,493.73 100.00% 6,944.26 100.00% 4,660.41 100.00%
*% of Revenue from Operations
Pursuant to certificate dated May 08,2026, received from our Statutory and Peer Review Auditor, M/s Keyur Shah and Associates,
Chartered Accountants.
Revenue from Operations has increased from ₹ 4,660.41 Lakhs in FY 2022-23 to ₹ 6,944.26 Lakhs in FY
2023-24, to ₹ 12,493.73 Lakhs in FY 2024-25 and to ₹ 12,379.01 Lakhs during the period ended on
December 31, 2025. We specialize in manufacturing Kundan Meena Polki Jewellery which is the most
sought Jewellery items in Indian Jewellery market. Our Jewellery comprises of necklaces, earrings,
bangles, broches and rings all made from Kundan Meena Polki. Our growth in revenue was driven by
number of designs we offer along with quantity of items in each of these designs. Our sales are majorly
focused to B2B suppliers who are into retail Jewellery business and need to maintain wide range and
variety of Jewellery items in order to fulfill the demand of end customers. The huge inventory built-up by
our company assisted in garnering business from these B2B customers. In addition to volume growth, our
company experienced growth in revenue due to steep increase in prices of gold which rise from ₹ 5,230.00
per gram in FY23 to ₹ 7,364.00 per gram in FY 2024-25. Also, further company is regularly focusing on the
marketing of its product offerings via customer engagement through Instagram, private messages, and
participation in trade exhibitions (Bridal Asia, IIJS (Indian International Jewellery Show), Couture India
Show and JJS (Jaipur Jewellery Show)) across India which has boosted brand visibility and resulted in
increased orders.
Page 335 of 465➢ Other Income – Our other income primarily includes on security deposit as required under Ind AS-109
and interest income.
Expenses
Our total expenses comprise of (i) Cost of material consumed (ii) Changes in Inventories of Finished Goods
and Work in Progress (iii) Employee Benefits Expenses (iv) Depreciation and Amortization, (v) Finance Cost
and (vi) Other Expenses.
➢ Cost of Material Consumed – Cost of Material Consumed includes consists of Opening stock of Raw
Material, Purchase of Raw Material and Closing stock of Raw Material. Purchase of gold comprises
our cost of materials consumed followed by diamond polki, precious and semi-precious stones.
➢ Changes in Inventories of Finished Goods and Stock-In-Trade – The net changes in inventories of
finished goods and work in progress is the difference between the closing stock and opening stock.
➢ Employee benefit expenses – Our employee benefit expenses mainly include Salaries and allowances,
Directors Remuneration, contribution to ESI and PF, gratuity and staff welfare expenses.
➢ Finance costs – Our finance costs include interest on secured and unsecured borrowings, interest on
lease liabilities and other bank charges.
➢ Depreciation and amortization expenses – Depreciation and amortization expenses majorly comprise
depreciation on property, plant and equipment. Our depreciation and amortization expenses also
includes the depreciation on right of use assets.
➢ Other expenses – Other expenses primarily consist of Rent, Business promotion & advertisement,
bank charges, professional & consultancy charges, Insurance expenses, Rates & taxes, Travelling
expenses & conveyance, member ship & registration and foreign exchange fluctuation expenses.
OUR RESULTS OF OPERATIONS
The following table sets forth selected financial data from our Restated Information of profit and loss for
the period ended on December 31, 2025, and the Fiscal Years ended on March 31, 2025, 2024 and 2023,
the components of which are also expressed as a percentage of total revenue for such periods:
(₹ in lakhs)
For the period ended on For the Fiscal Year For the Fiscal Year For the Fiscal Year
Particulars December 31, 2025 ended Marc h 31, 2025 ended March 31, 2024 ended Marc h 31, 2023
Amount (%)* Amount (%)* Amount (%)* Amount (%)*
Revenue:
Revenue from operations 12,379.01 99.99% 12,493.73 99.99% 6,944.26 99.99% 4,660.41 100.00%
Other income 0.63 0.01% 0.74 0.01% 0.99 0.01% 0.07 0.00%
Total Revenue 12,379.64 100.00% 12,494.47 100.00% 6945.25 100.00% 4,660.48 100.00%
Expenses:
Cost of Material Consumed 8,083.66 65.30% 13,011.95 104.14% 7,760.17 111.73% 3,830.16 82.18%
Changes in inventories of
(53.74) (0.43%) (4,803.03) (38.44%) (2,815.06) (40.53%) (529.15) (11.35%)
Finished Goods and WIP
Employee benefits expense 239.68 1.94% 211.10 1.69% 25.40 0.37% 12.58 0.27%
Finance costs 503.66 4.07% 582.51 4.66% 79.90 1.15% 15.26 0.33%
Depreciation and
89.56 0.72% 62.75 0.50% 37.42 0.54% 9.42 0.20%
amortization expense
Other expenses 441.80 3.57% 359.04 2.87% 78.58 1.13% 69.39 1.49%
Total Expenses 9,304.62 75.16% 9,424.32 75.43% 5,166.41 74.39% 3,407.66 73.12%
Profit / (loss) before tax 3,075.02 24.84% 3,070.15 24.57% 1,778.84 25.61% 1,252.82 26.88%
Tax Expense
Current Tax 544.88 4.40% 537.35 4.30% 314.63 4.53% 217.12 4.66%
Deferred tax (credit)/charge (14.10) (0.11%) (3.91) (0.03%) (6.83) (0.10%) (3.28) (0.07%)
Total Tax Expense 530.78 4.29% 533.44 4.27% 307.80 4.43% 213.84 4.59%
Profit for the year 2,544.24 20.55% 2,536.71 20.30% 1,471.04 21.18% 1,038.98 22.29%
* (%) column represents a percentage of Total Revenue.
Page 336 of 465SUMMARY ON RESULT OF OPERATIONS FROM OUR RESTATED FINANCIAL INFORMATION OF PROFIT
AND LOSS FOR THE PERIOD ENDED ON DECEMBER 31, 2025 AND FOR THE FISCAL YEARS ENDED MARCH
31, 2025, 2024 AND 2023
Total Revenue
Total revenue comprises of revenue from operations and other income which are described below:
➢ Revenue from operations – Our revenue from operations comprises of Sale of Products and Services
for the period ended on December 31, 2025 and for the fiscal years ended on March 31, 2025, 2024
and 2023 based on Restated Financial Statements, and bifurcation of which is as follows:-
(₹ in lakhs)
For the period ended For the Fiscal year ended March 31,
Partic ulars December 31, 2025 2025 2024 2023
Amount %* Amount %* Amount %* Amount %*
A. Manufacturing Sales
Cut Setted Diamond Jewellery
266.54 2.15% 164.17 1.31% 187.92 2.71% - -
with Polki
Gold Kundan Meena Polki Jadau
12,075.52 97.65% 11,926.58 95.46% 6,553.98 94.38% 4,660.41 100.00%
Jewellery
Total (A) 12,354.39 99.80% 12,090.75 96.77% 6,741.90 97.09% 4,660.41 100.00%
B. Sale of Service
Job Work Income 24.62 0.20% 402.98 3.23% 202.36 2.91% - -
Total (B) 24.62 0.20% 402.98 3.23% 202.36 2.91% - -
Total (A+B) 12,379.01 100.00% 12,493.73 100.00% 6,944.26 100.00% 4,660.41 100.00%
*% of Revenue from Operations
Pursuant to certificate dated May 08, 2026, received from our Statutory and Peer Review Auditor, M/s Keyur Shah and associates,
Chartered Accountants
➢ Other income – The other income of our company is less than 1% of the total income of our company
for the period ended on December 31, 2025 and the fiscal year ended on March 31, 2025, 2024 and
2023 based on Restated Financial Statements. Breakup of other incomes is set forth for the years
indicated:
(₹ in lakhs)
For the period ended For the Fiscal Year ended on March 31
Particulars
on December 31, 2025 2025 2024 2023
Sundry Balance W/off - - - 0.07
Interest income - - 0.32 -
Interest Income IND AS 0.60 0.74 0.67 -
Discount received/ Rate Difference 0.03
Total 0.63 0.74 0.99 0.07
Total Expenses
Our total expenses comprise of (i) Cost of materials consumed (ii) Changes in inventories of Finished
Goods and Work in Progress (iv) Employee benefits expense, (v) Finance cost, (vi) Depreciation and
Amortization expense and (vii) Other expenses.
➢ Cost of Material Consumed – The following table sets forth a breakdown of our cost of Material
Consumed for the years indicated based on Restated Financial Statements:
(₹ in lakhs)
For the period For the Fiscal Year ended on March 31
Particulars ended on
2025 2024 2023
December 31, 2025
Opening stock at the beginning of the year 2,564.84 1,135.63 500.69 280.25
Page 337 of 465For the period For the Fiscal Year ended on March 31
Particulars ended on
2025 2024 2023
December 31, 2025
Add: Purchases, Incidental Expenses (Net 7,208.39
14,441.16 8,395.11 4,050.60
of returns, claims/ discount, if any)
Less: Closing Stock at the end of the year 1,689.57 2,564.84 1,135.63 500.69
Cost of Material Consumed 8,083.66 13,011.95 7,760.17 3,830.16
Cost of material consumed increased from ₹ 3,830.16 lakhs in FY2022-23 to ₹ 7,760.17 lakhs in FY
2023-24 and further increased to ₹ 13,011.95 lakhs in FY 2024-25. Our company is in the manufacturing
of jewellery items like necklaces, earrings, bangles, brooches and rings, all made up of Kundan,
diamond polki and diamonds. As per our business model, which is pre-dominantly focused on B2B
sales, we need to maintain huge inventory of Jewellery products comprising of various designs with
sufficient quantity of each design, in order to cater the varying requirements of end customers of our
B2B clients on timely basis. Therefore, our company focused on increasing the inventory built-up year-
on-year basis resulting in increase in cost of raw material consumption from ₹ 3,830.16 in FY 2022-23
to ₹ 13,011.95 lakhs in FY2024-25.
➢ Changes in inventories of Finished Goods and Work in Progress – The following table sets forth a
breakdown of our changes in inventories of stock in trade for the years indicated:
(₹ in lakhs)
For the period ended For the Fiscal Year ended March 31
Particulars
on December 31, 2025 2025 2024 2023
Changes in inventories of WIP (4.89) (293.27) 0.00 0.00
Changes in inventories of FG (48.85) (4,509.76) (2,815.06) (529.15)
Changes in inventories of Finished Goods is primarily attributable to our strategic decision to maintain
higher inventory levels to ensure business continuity and meet rising and varied customer demand.
Further to showcase jewellery in trade exhibitions, we need to maintain higher level of inventory.
➢ Employee Benefit Expenses – The following table sets forth a breakdown of our employee benefits
expense for the years indicated based on Restated Financial Statements:
(₹ in lakhs)
For the period ended For the Fiscal Year ended March 31
Particulars
on December 31, 2025 2025 2024 2023
Salary and Allowances 158.86 92.65 23.79 9.43
Director’s Remuneration 72.00 96.00 0.00 0.00
Contribution to ESI & PF 1.56 0.76 0.16 0.00
Staff Welfare Expenses 2.41 17.86 0.09 0.00
Gratuity Expenses 4.85 3.83 1.36 3.15
Total 239.68 211.10 25.40 12.58
Employee benefits expenses have increased from ₹ 12.58 lakhs in FY 2022-23 to ₹ 25.40 lakhs in FY
2023-24 and further increased to ₹ 211.10 lakhs in FY 2024-25. The major contributors of steep
increase in employee benefit expenses during FY 2024-25 are introduction of directors’ remuneration
and increase in overall headcount of the company. Promoters of the company are also directors of the
company and directors’ remuneration was not being charged in previous years as the company was in
its growth phase. Beginning FY 2024–25, directors’ remuneration has been duly accounted for in line
with the company’s evolving scale and governance practices. The overall employee headcount grew
from 19 in FY 2023–24 to 45 in FY 2024–25 to support expanded operations and increased production
capacity contributing to overall increase in employee benefit expenses.
➢ Finance Costs – Bifurcation of finance costs is described below based on Restated Financial
Statements:
(₹ in lakhs)
Page 338 of 465For the period ended on For the Fiscal Years ended on March 31
Particulars
December 31, 2025 2025 2024 2023
Interest on long-term borrowing 72.72 69.64 0.00 0.00
Interest on short-term borrowing 390.75 490.83 65.19 12.92
Other Borrowing expense 24.39 12.50 3.86 0.14
Interest on EIR 13.63 7.96 10.01 2.20
Interest Expenses on Transaction Cost 0.11 0.10 0.00 0.00
Interest on MSMEs 2.06 1.48 0.84 0.00
Total 503.66 582.51 79.90 15.26
Finance costs increased from 15.26 lakhs in FY 2022-23 to ₹ 79.90 lakhs in FY 2023-24 and further
increased to ₹ 582.51 lakhs in FY 2024-25. Finance cost comprises of interest on secured and unsecured
borrowings and bank charges incidental to these bank borrowings. Major contributor of increase in
finance cost is constant increase in our short-term borrowings which grew from ₹ 583.79 lakhs in FY
2022-23 to ₹ 6,419.57 lakhs in FY 2024-25 in response to corresponding increase in working capital gap
from ₹ 2,376.74 lakhs in FY 2022-23 to ₹ 11,863.56 lakhs in FY 2024-25 and consequently our interest
expenses and bank charges also increased from ₹ 15.26 lakhs in FY 2022-23 to ₹ 582.51 lakhs in FY
2024-25.
➢ Depreciation and Amortization Expenses – Following is the bifurcation of the depreciation expense
based on Restated Financial Statements:
(₹ in lakhs)
For the period ended For the Fiscal Years ended on March 31
Particulars
on December 31, 2025 2025 2024 2023
Depreciation on property, plant and 38.10
36.35 11.02 1.65
equipment
Depreciation on right-of-use assets 37.60 26.40 26.40 7.77
Amortization on Intangible Assets 13.86
Total 89.56 62.75 37.42 9.42
Depreciation and amortization expenses have increased from ₹ 9.42 lakhs in FY 2022-23 to ₹ 37.42
lakhs in FY 2023-24 and ₹ 62.75 lakhs in FY 2024-25. The reasons behind the same are addition in gross
block and adoption of Ind-AS. Our gross block has increased from ₹ 11.22 lakhs in FY 2022-23 to ₹
1,447.01 lakhs in FY 2024-25 coupled with depreciation charged on right-of-use assets in compliance
of Ind AS 116 resulting in overall increase in depreciation and amortization expenses from ₹ 9.42 lakhs
in FY 2022-23 to ₹ 62.75 lakhs in FY 2024-25.
➢ Other expenses – The following table sets forth a breakdown of our other expenses for the years
indicated based on Restated Financial Statements:
(₹ in lakhs)
For the period ended For the Fiscal Year ended March 31
Particulars
on December 31, 2025 2025 2024 2023
Wages 128.07 175.65 24.70 53.95
Consumables and Tools 2.91 - - -
Advertisement Expenses 11.43 0.20 0.20 0.00
Auditors Remuneration 4.13 8.00 0.65 0.40
Bank Charges 0.35 3.10 1.26 0.08
Donation Expenses - 1.53 0.07 0.10
Commission and Brokerage - 1.87 0.00 0.00
Insurance 3.37 2.23 0.57 1.49
Director Sitting Fees 3.00 - - -
Legal & Professional Fees 13.93 9.85 1.34 1.50
Internet & Telephone Expenses 0.32 0.40 0.37 0.00
Printing & Stationery 4.26 2.52 0.85 0.00
Business Promotion Expense 63.45 59.13 0.00 0.00
Packing Expenses 3.70 2.64 1.05 0.00
Page 339 of 465For the period ended For the Fiscal Year ended March 31
Particulars
on December 31, 2025 2025 2024 2023
Repair & Maintenance 6.95 3.37 0.07 0.00
Reversal of Lease Liabilities (1.50) - - -
IND AS Prepaid rent 0.61 0.82 0.82 0.00
Sundry Balances W. Off/ Discount 27.12 0.95 0.05 0.00
Preliminary expenses written off - 0.00 0.02 0.02
Travelling & Conveyance Expenses 2.45 12.96 0.07 1.15
Rate & Taxes 51.69 3.62 0.01 0.01
CSR Expenditure - 26.01 14.35 6.24
Expected Credit Loss / (Reversal) 16.45 13.64 17.59 1.29
Water expenses 0.32 0.15 0.02 0.00
Membership & Subscription Fees 2.58 - - -
Exhibition Expenses 51.80 - - -
Foreign Currency gain/ loss 0.07 - - -
Office Expenses 14.42 5.50 2.44 0.18
Freight & Courier Outward 16.96 14.81 9.63 2.60
Electricity expenses 9.41 5.51 2.32 0.13
AMC Expenses 3.55 1.09 0.13 0.25
Security Expenses - 3.49 0.00 0.00
Total 441.80 359.04 78.58 69.39
Tax Expenses
Our tax expenses comprise of current tax and deferred tax based on Restated Financial Statements.
(₹ in lakhs)
For the period ended
Particulars FY 2024-25 FY 2023-24 FY 2022-23
on December 31, 2025
Current tax 544.88 537.35 314.63 217.12
Deferred tax (14.10) (3.91) (6.83) (3.28)
Total 530.78 533.44 307.79 213.84
CHANGES IN ACCOUNTING POLICIES IN THE LAST THREE YEARS
There is no change in significant accounting policy of our Company in the last 3 Fiscal Years. For further
details, please refer to chapter titled “Restated Financial Information” beginning on page 265.
COMPARISION OF RESTATED FINANCIALS FOR THE YEAR ENDED MARCH 31, 2025, WITH FISCAL YEAR
ENDED MARCH 31, 2024
Total Revenue:
(₹ in lakhs)
2024-25 2023-24 Variance in %
12,494.47 6,945.25 79.90%
Our total revenue has increased by 79.90% to ₹ 12,494.47 Lakhs during Fiscal Year 2024-25 from ₹6,945.25
Lakhs during Fiscal Year 2023-24 bifurcated into revenue from operations and other income.
Revenue from Operations
(₹ in lakhs)
2024-25 2023-24 Variance in %
12,493.73 6,944.26 79.91%
Revenue from Operations has increased by 79.91% to ₹ 12,493.73 Lakhs during the fiscal year 2024-25
from ₹ 6,944.26 Lakhs during the fiscal year 2023-24. We specialize in manufacturing Kundan Meena Polki
Jewellery which is the most sought Jewellery items in Indian Jewellery market. Our Jewellery comprises of
Page 340 of 465necklaces, earrings, bangles, broches and rings all made from Kundan Meena Polki. Our growth in revenue
was driven by number of designs we offer along with quantity of items in each of these designs. Our sales
is majorly focused to B2B suppliers who are into retail Jewellery business and need to maintain wide range
and variety of Jewellery items in order to fulfill the demand of end customers. The huge inventory built-
up by our company assisted in garnering business from these B2B customers. In additions to volume
growth, our company experienced growth in revenue due to steep increase in prices of gold which rise
from ₹ 6,101.00 per gram in FY24 to ₹ 7,364.00 per gram in FY25. Also, further company is regularly
focusing on the marketing of our product offerings via customer engagement through Instagram, private
messages, and participation in trade exhibitions (Couture India Show and JJS (Jaipur Jewellery Show))
across India has boosted brand visibility and resulted in increased orders.
Segment wise revenue bifurcation of our company is tabulated below:
(₹ in lakhs)
2024-25 2023-24
Particulars
Amount (%) Amount (%)
(A) Manufacturing Sales
Cut Setted Diamond Jewellery with Polki 118.50 0.95% 187.92 2.71%
Gold Kundan Meena Polki Jadau Jewellery 11972.20 95.83% 6553.98 94.38%
Total (A) 12090.70 96.77% 6741.90 97.09%
(B) Others (Job Work Income) 402.98 3.23% 202.36 2.91%
TOTAL (A+B) 12493.68 100.00% 6944.26 100.00
Other Income
(₹ in lakhs)
2024-25 2023-24 Variance in %
0.74 0.99 -25.25%
During the year 2024-25 the other income of our company decreased to ₹ 0.74 Lakhs from ₹ 0.99 Lakhs
in 2023-24, representing a decrease of 25.25%. Other income is generated from interest on security
deposits as required under Ind AS-109. It accounts for less than 1% of our total income.
Total Expense
(₹ in lakhs)
2024-25 2023-24 Variance in %
9,424.32 5,166.41 82.42%
The total expenditure for the Fiscal Year 2024-25 was increased to ₹ 9,424.32 Lakhs from ₹ 5,166.41 Lakhs
in 2023-24, representing an increase of 82.42%, primarily owing to increase in cost of sales in FY25. A
further description is given as below:
Cost of Material Consumed
(₹ in lakhs)
2024-25 2023-24 Variance in %
13,011.95 7,760.17 67.68%
The cost of materials consumed for the Fiscal Year 2024-25 increased to ₹13,011.95 Lakhs from ₹7,760.17
Lakhs in 2023-24, representing a rise of 67.68%. Our company is in the manufacturing of jewellery items
necklaces, earrings, bangles, broches and rings, all made up of Kundan, diamond polki and diamonds. As
per our business model which is pre-dominantly focused on B2B sales, we need to maintain huge
inventory of Jewellery products comprising of various designs with sufficient quantity of each design, in
order to cater the varying requirements of end customers of our B2B clients on timely basis. Therefore,
our company focused on increasing the inventory built-up year-on-year basis resulting in increase in cost
of raw material consumption from ₹7,760.17 in FY2023-24 to ₹13,011.95 lakhs in FY2024.25.
Changes in inventories of Finished Goods and Work in Progress.
(₹ in lakhs)
2024-25 2023-24 Variance in %
Page 341 of 465(4,803.03) (2,815.06) 70.62%
The inventories of Finished goods and WIP for the fiscal year 2024-25 increased to ₹ (4,803.03) lakhs from
₹ (2,815.06) Lakhs in 2023-24. This increase is primarily attributable to our strategic decision to maintain
higher inventory levels to ensure business continuity and meet rising & varied customer demand. Further
to showcase jewellery in trade exhibitions also, we need to maintain higher level of inventory.
Employee benefits expenses
(₹ in lakhs)
2024-25 2023-24 Variance in %
211.10 25.40 731.10%
Employee benefits expenses for the Fiscal Year 2024-25 increased to ₹ 211.10 Lakhs from ₹ 25.40 Lakhs
in 2023-24, representing an increase of 731.10%. This sharp increase is primarily attributable to the
introduction of directors’ remuneration, which was not charged in previous years as the company was in
its growth phase. Beginning FY 2024–25, directors’ remuneration has been duly accounted for in line with
the company’s evolving scale and governance practices. Additionally, the average employee headcount
grew from 19 in FY 2023–24 to 45 in FY 2024–25 to support expanded operations and increased
production capacity. The rise in workforce has also contributed to the overall increase in employee benefit
expenses.
Finance Cost
(₹ in lakhs)
2024-25 2023-24 Variance in %
582.51 79.90 629.05%
Finance costs increased by ₹ 502.61 lakhs in 2024-25 over 2022-23, representing an increase of 629.05%.
This significant increase is primarily due to the substantial growth in the company’s scale of operations,
which led to a widening working capital gap from ₹ 5,154.20 lakhs in FY2023-24 to ₹ 11,864.97 lakhs in FY
2024-25. To bridge this gap and support expanding business requirements, the company enhanced its
working capital limits and consequently short-term borrowings of our company increased from ₹1969.51
lakhs in FY 2023-24 to ₹6419.57 lakhs in FY2024-25 resulting in increase in finance cost in corresponding
years.
Depreciation and Amortization expense
(₹ in lakhs)
2024-25 2023-24 Variance in %
62.75 37.42 67.69%
Depreciation for the Fiscal Year 2024-25 stood at ₹ 62.75 Lakhs as compared to ₹ 37.42 Lakhs in 2023-24,
showing an increase of 67.69% due to additions in fixed assets during the year and adoption of Ind AS.
Our gross block has increased from ₹ 120.63 lakhs in FY2023-24 to ₹ 1,447.01 lakhs in FY2024-25 coupled
with depreciation charged on right-of-use assets in compliance of Ind AS 116 resulting in overall increase
in depreciation and amortization expenses from ₹ 37.42 lakhs in FY2023-24 to ₹ 62.75 lakhs in FY2024-25.
Other Expense
(₹ in lakhs)
2024-25 2023-24 Variance in %
359.04 78.58 356.91%
Our company’s other expenses saw an increase of 356.91%, majorly due to a decrease in the following
heads of expenses.
(₹ in lakhs)
Particulars 2024-25 2023-24 Variance in %
Auditors’ remuneration 8.00 0.65 1130.76%
Page 342 of 465Particulars 2024-25 2023-24 Variance in %
Legal and professional fees 9.85 1.34 635.07%
Business Promotion Expenses 59.13 - 100.00%
Travelling & Conveyance Expenses 12.96 0.07 18,414.28%
CSR Expenditure 26.01 14.35 81.25%
Freight & Courier Outward 14.81 9.63 53.79%
Electricity Expenses 5.51 2.32 137.50%
The overall expenses have increased, primarily due to an increase in key cost components such as auditor
remuneration, legal and professional fees, travelling and conveyance expenses, CSR expenditure, freight
and courier outward, electricity expenses as well as business promotion expenses aimed at enhancing
sales. To enhance brand visibility and drive sales growth, the company initiated brand promotion
expenses during FY 2024–25. Auditor’s remuneration rose due to the preparation of financial statements
in compliance with Ind AS for the first time. CSR expenditure also increased, in line with the growth in the
company’s net profits during the year, as per statutory requirements. Other cost components also
increased in FY25 in line with increase in scale of operations.
Provision for Tax
(₹ in lakhs)
Particulars 2024-25 2023-24 Variance in %
Taxation Expenses 533.44 307.80 73.31%
Our current and deferred tax expense have increased by 73.31% to ₹ 533.44 Lakhs in FY 2024-25 from ₹
307.80 Lakhs in FY 2023-24, primarily due to increase in taxable income.
Profit after tax
(₹ in lakhs)
Particulars 2024-25 2023-24 Variance in %
Profit after Tax 2,536.71 1471.04 72.44%
Our Profit after Tax for FY 2024-25 has increased to ₹ 2,356.71 Lakhs from ₹ 1,471.04 Lakhs in FY 2023-24
i.e. 72.44%. This growth was primarily driven by a significant increase in revenue from operations.
Additionally, the company's strategy of maintaining high inventory levels combined with the upward trend
in gold prices, which is a major cost component of jewellery resulted in a higher valuation of closing stock.
This, in turn, contributed to the increase in net profit for the year.
COMPARISION OF RESTATED FINANCIALS FOR THE YEAR ENDED MARCH 31, 2024, WITH FISCAL YEAR
ENDED MARCH 31, 2023
Total Revenue:
(₹ in lakhs)
2023-24 2022-23 Variance in %
6,945.25 4,660.48 49.02%
Our total revenue has increased by 49.02% to ₹ 6,945.25 Lakhs during Fiscal Year 2024-25 from ₹ 4,660.48
Lakhs during Fiscal Year 2023-24 bifurcated into revenue from operations and other income.
Revenue from Operations
(₹ in lakhs)
2023-24 2022-23 Variance in %
6,944.26 4,660.41 49.01%
Revenue from Operations has increased by 49.01% to ₹ 6,944.26 Lakhs during the fiscal year 2024-25 from
₹ 4,660.41 Lakhs during the fiscal year 2023-24. We specialize in manufacturing Kundan Meena Polki
Jewellery which is the most sought Jewellery items in Indian Jewellery market. Our Jewellery comprises of
Page 343 of 465necklaces, earrings, bangles, broches and rings all made from Kundan Meena Polki. Our growth in revenue
was driven by number of designs we offer along with quantity of items in each of these designs. Our sales
are majorly focused to B2B suppliers who are into retail Jewellery business and need to maintain wide
range and variety of Jewellery items in order to fulfill the demand of end customers. The huge inventory
built-up by our company assisted in garnering business from these B2B customers. In addition to volume
growth, our company experienced growth in revenue due to steep increase in prices of gold which rise
from ₹ 5,230.00 per gram in FY 2022-23 to ₹ 6,101.00 per gram in FY 2023-24. Also, further company is
regularly focusing on the marketing of our product offerings via customer engagement through Instagram,
private messages, and participation in trade exhibitions (Couture India Show and JJS (Jaipur Jewellery
Show)) across India has boosted brand visibility and resulted in increased orders.
Segment wise revenue bifurcation of our company is tabulated below:
(₹ in lakhs)
2023-24 2022-23
Particulars
Amount (%) Amount (%)
(A) Manufacturing Sales
Cut Setted Diamond Jewellery with Polki 187.92 2.71% - -
Gold Kundan Meena Polki Jadau Jewellery 6,553.98 94.38% 4,651.10 99.80%
Total (A) 6,741.90 97.09% 4,651.10 99.80%
(B) Others (Job Work Income) 202.36 2.91% 9.30 0.20%
TOTAL (A+B) 6,944.26 100.00 4,660.40 100.00%
Other Income
(₹ in lakhs)
2023-2024 2022-23 Variance in %
0.99 0.07 1314.29%
During the year 2023–24, the other income of our company declined to ₹ 0.99 Lakhs from ₹ 0.07 Lakhs in
2022–23, marking a sharp increase. This income primarily arises from interest earned on security deposits,
in accordance with Ind AS-109. Other income constitutes less than 1% of our total income.
Total Expense
(₹ in lakhs)
2023-24 2022-23 Variance in %
5,166.41 3,407.66 51.61%
The total expenditure for the Fiscal Year 2024-25 increased to ₹ 5,166.41 Lakhs from ₹ 3,407.66 Lakhs in
2023-24, representing an increase of 51.59%, primarily owing to increase in cost of sales. A further
description is given as below:
Cost of Material Consumed
(₹ in lakhs)
2023-24 2022-23 Variance in %
7,760.17 3,830.16 102.61%
The cost of materials consumed for the Fiscal Year 2023–24 increased to ₹ 7,760.17 Lakhs from ₹ 3,830.16
Lakhs in FY 2022–23, representing a rise of 102.61%. Our company is in the manufacturing of jewellery
items necklaces, earrings, bangles, brooches and rings, all made up of Kundan, diamond polki and
diamonds. As per our business model which is pre-dominantly focused on B2B sales, we need to maintain
huge inventory of Jewellery products comprising of various designs with sufficient quantity of each design,
in order to cater the varying requirements of end customers of our B2B clients on timely basis. Therefore,
our company focused on increasing the inventory built-up year-on-year basis resulting in increase in cost
of raw material consumption from ₹ 3,830.16 in FY 2022-23 to ₹ 7,760.17 lakhs in FY 2023-24.
Changes in inventories of Finished Goods.
Page 344 of 465(₹ in lakhs)
2023-24 2022-23 Variance in %
(2,815.06) (529.15) 432.00%
This increase is primarily due to our strategic decision to maintain higher inventory levels to support
business continuity and meet rising and diverse customer demand. Given the nature of our business
where customized and made-to-order jewellery requires significant lead time we maintain substantial
inventories of both finished goods and work-in-progress. This approach enables quicker delivery and
greater responsiveness to evolving market trends. Additionally, to effectively showcase our collections at
trade exhibitions, we are required to hold higher inventory levels, which further contributes to the
increase.
Employee benefits expenses
(₹ in lakhs)
2023-24 2022-23 Variance in %
25.40 12.58 101.91%
Employee benefits expenses for the Fiscal Year 2023-24 increased to ₹ 25.40 Lakhs from ₹ 12.58 Lakhs in
2022-23, representing an increase of 101.91%. This is mainly due to increase in salaries and allowances.
Finance Cost
(₹ in lakhs)
2023-24 2022-23 Variance in %
79.90 15.26 423.59%
This substantial increase is mainly due to the company’s significant growth in scale of operations, which
resulted in a widened working capital gap. To address this gap and support the company’s expanding
business needs, our company availed various secured and unsecured borrowings both from banks and
directors and their relatives. Our outstanding short-term borrowings grew from ₹ 583.79 lakhs in FY 2022-
23 to ₹ 1,969.51 lakhs in FY 2023-24 resulting in increase in finance cost in corresponding years.
Depreciation and Amortization expense
(₹ in lakhs)
2023-24 2022-23 Variance in %
37.42 9.42 297.24%
Depreciation for the Fiscal Year 2023-24 stood at ₹ 37.42 Lakhs as compared to ₹ 9.42 Lakhs in Fiscal Year
2022-23, showing an increase of 297.24% due to additions in fixed assets during the year. Our gross block
stood at ₹ 11.22 lakhs as on 31.03.2023 which increased to ₹ 120.63 lakhs in FY 2023-24 resulting increase
in depreciation cost in corresponding years.
Other Expense
(₹ in lakhs)
2023-24 2022-23 Variance in %
78.58 69.39 13.24%
Our company’s other expenses saw a increase of 13.24%, majorly due to a increase in the following heads
of expenses.
(₹ in lakhs)
Particulars 2023-24 2022-23 Variance in %
CSR Expenditure 14.35 6.24 129.97%
Expected Credit Loss / (Reversal) 17.59 1.29 1,263.57%
Freight & Courier Outward 9.63 2.60 270.38%
Bank Charges 1.26 0.08 1,475%
Office Expenses 2.44 0.18 1,255.55%
The overall expenses have increased, primarily due to an increase in cost components such as CSR
Page 345 of 465Expenditure, Office expenses, allowance for expected credit loss, freight and courier charges and bank
charges.
Provision for Tax
(₹ in lakhs)
2023-24 2022-23 Variance in %
307.80 213.84 43.94%
Taxable income of the company has increased which has resulted to more payment of Income tax which
has increased by 43.94% to ₹ 307.80 lakhs in the Fiscal Year 2023-24.
Profit after tax
(₹ in lakhs)
Particulars 2023-24 2022-23 Variance in %
Profit after Tax 1,471.04 1,038.98 41.59%
This growth was primarily driven by a significant increase in revenue from operations. Additionally, the
company’s strategy of maintaining high inventory levels, coupled with the upward trend in gold prices a
major cost component of jewellery, resulted in a higher valuation of closing stock. This higher inventory
valuation further contributed to the increase in net profit for the year.
LIQUIDITY AND CAPITAL RESOURCES
We have historically financed the expansion of our business and operations primarily through debt
financing and funds generated from our operations. From time to time, we obtained loan facilities to
finance our short-term working capital requirements.
CASH FLOW
The table below summaries our cash flows from our Restated Financial Information for the period ended
on December 31, 2025 and for the Fiscal Year ended March 31, 2025, 2024 and 2023:
(₹ in lakhs)
For the period ended For the Fiscal Year ended March 31
Particulars
on December 31, 2025 2024-25 2023-24 2022-23
Net cash generated from / (used in) operating 1,782.96
(3,697.69) (1,049.33) (277.25)
activities
Net cash generated from / (used in) Investing (599.90)
(1,326.38) (202.26) (6.96)
Activities
Net cash generated from / (used in) from financing (1,361.16)
4,902.12 1,379.32 528.24
activities
Net Increase / (decrease) in Cash & Cash (178.10)
(121.95) 127.73 244.03
Equivalents
Cash and cash equivalents at the beginning of the 263.17
385.12 257.39 13.36
year
Cash and cash equivalents at the end of the year 85.07 263.17 385.12 257.39
OPERATING ACTIVITIES
Period ended on December 31, 2025
Our net cash generated from operating activities was ₹ 1,782.96 Lakhs for the period ended on December
31, 2025. Our operating profit before working capital changes was ₹ 3,677.30 Lakhs, which was primarily
adjusted for changes in working capital, including a decrease in inventories of ₹ 821.53 lakhs, an increase
in trade receivables of ₹ 2,690.00 lakhs, and an increase in other current assets and other financial assets
of ₹ 121.38 lakhs.
These movements were partially supported by an increase in trade payables of ₹ 590.37 lakhs and other
Page 346 of 465current liabilities of ₹ 216.86 lakhs, and were offset by a decrease in other financial liabilities of ₹ 52.36
lakhs, a decrease in provisions of ₹ 4.24 lakhs, and a decrease in short-term provisions of ₹ 4.63 lakhs. The
cash generated from operations was further adjusted for taxes paid amounting to ₹ 650.49 Lakhs.
Fiscal Year 2024-25
Our net cash used in operating activities was ₹ 3,697.69 Lakhs for the Fiscal Year 2024-25. Our operating
profit before working capital changes was ₹ 3,711.09 Lakhs which was primarily adjusted for increase in
Inventories ₹ 6,232.24 lakhs, increase in Trade Receivables ₹ 720.04 Lakhs, decrease in other current
assets ₹ 710.64 lakhs and increase in other financial assets ₹ 0.84 Lakhs. This was significantly offset by
decrease in trade payables ₹ 639.26 lakhs, increase in Long-Term Provisions ₹ 7.04 Lakhs, increase in other
financial liabilities ₹ 87.89 lakhs, increase in short term provisions ₹ 13.88 Lakhs and decrease in other
current liabilities ₹ 295.20 lakhs. The cash generated from operations has also been adjusted for tax paid
of ₹ 340.65 Lakhs.
Fiscal Year 2023-24
Our net cash used in operating activities was ₹ 1,049.33 Lakhs for the Fiscal Year 2023-24. Our operating
profit before working capital changes was ₹ 1,897.57 Lakhs which was primarily adjusted for increase in
Inventories ₹ 3,450.00 Lakhs, decrease in Trade receivables ₹ 794.13 lakhs, increase in other current assets
₹ 846.91 lakhs, decrease in other financial assets ₹ 1.45 Lakhs. This was significantly offset by increase in
Trade payables ₹ 676.90, decrease in long term provisions ₹ 0.36 Lakhs, increase in other financial
liabilities ₹ 14.26 lakhs, increase in other current liabilities ₹ 193.82 lakhs, increase in short term provisions
₹ 3.50 lakhs. The cash generated from operations has also been adjusted for taxed paid of ₹ 333.69 Lakhs.
Fiscal Year 2022-23
Our net cash used in operating activities was ₹ 277.25 Lakhs for the Fiscal Year 2022-23. Our operating
profit before working capital changes was ₹ 1,280.39 Lakhs which was primarily adjusted for increase in
Inventories ₹ 749.59 Lakhs, increase in Trade receivables by ₹ 941.18 lakhs, decrease in other non-current
assets ₹ 0.04 Lakhs, increase in other current assets ₹ 1.43 lakh, increase in other financial assets ₹ 8.89
lakhs. This was offset by increase in trade payables ₹ 110.39 lakhs, increase in long-term provisions ₹ 3.14
Lakhs, increase in other financial liabilities ₹ 6.61 Lakhs, decrease in short-term provisions ₹ 0.38 Lakhs
and increase in other current liabilities ₹ 246.84 lakh. The cash generation was adjusted for tax paid ₹
223.19 lakhs.
INVESTING ACTIVITIES
Period ended on December 31, 2025
Net cash used in investing activities was ₹ 599.90 lakhs for the period ended December 31, 2025. This was
primarily on account of purchases of fixed assets amounting to ₹ 275.91 lakhs, right of use assets by ₹
162.27 lakhs and capital work in progress by ₹ 161.72 lakhs.
Fiscal Year 2024-25
Net cash used in investing activities was ₹ 1,326.38 lakhs for the Fiscal Year 2024-25. This was primarily
on account of purchases of fixed assets amounting to ₹ 1,326.38 lakhs.
Fiscal Year 2023-24
Net cash used in investing activities was ₹ 202.26 lakhs for the Fiscal Year 2023-24. This was primarily on
account of purchase of fixed assets amounting to ₹ 109.41 Lakhs, increase in right of use of assets by ₹
93.17 lakhs which was slightly offset by ₹ 0.32 lakhs on account of interest received.
Fiscal Year 2022-23
Net cash used in investing activities was ₹ 6.96 Lakhs for the Fiscal Year 2022-23. This was primarily on
account of purchase of fixed assets and intangible assets amounting to ₹ 961.61 Lakhs and ₹ 286.08 Lakhs
respectively. Further the company had created fixed deposits with a tenure more than 3 months of ₹
1,013.89 Lakhs, which was slightly offset by ₹ 540.96 lakhs on account of interest received.
FINANCING ACTIVITIES
Page 347 of 465Period ended on December 31, 2025
Net cash used in financing activities for the period ended December 31, 2025 was ₹ 1,361.16 lakhs. This
was primarily on account of repayment of long-term borrowings amounting to ₹ 1,219.91 lakhs, decrease
in short-term borrowings of ₹ 918.32 lakhs, and payment of interest of ₹ 503.66 lakhs.
These outflows were partially offset by proceeds from long-term borrowings of ₹ 1,150.00 lakhs and net
inflow from lease liabilities aggregating to ₹ 130.69 lakhs. Additionally, there was a marginal increase in
loans amounting to ₹ 0.04 lakhs.
Fiscal Year 2024-25
Net cash generated from financing activities for the Fiscal Year 2024-25 was ₹ 4,902.12 lakhs. This was
primarily on account of increase in short term and long-term borrowings ₹ 5,650.06 lakhs. This was slightly
offset by repayment of borrowing ₹ 139.73 lakhs and payment of interest ₹ 582.51 lakhs. In addition, a
payment of ₹ 24.92 lakhs was done on account of payment of long term and short term lease liability.
Fiscal Year 2023-24
Net cash used in financing activities for the fiscal year 2023-24 amounted to ₹ 1,379.32 Lakhs. This was
mainly attributed to an increase in borrowings of ₹ 1,385.72 Lakhs and increase in short term and long-
term lease liabilities of ₹ 73.52 Lakhs, which was partially offset by the payment interest totaling ₹ 79.90
Lakhs.
Fiscal Year 2022-23
Net cash generated from financing activities for the Fiscal Year 2022-23 was ₹ 528.24 lakhs. This was
primarily on account of increase in borrowing ₹ 549.62. This was partially offset by payment of interest ₹
15.26 lakhs. In addition, a payment of ₹ 15.27 lakhs was done on account of payment of long-term lease
liability. Further short-term lease liability was incurred amounting to ₹ 9.15 lakhs.
FINANCIAL INDEBTEDNESS
As on May 22, 2026, our company has total outstanding of secured borrowings from banks aggregating
to ₹ 7,512.00 Lakhs in the ordinary course of business.
CONTINGENT LIABILITIES
Disclosure of contingent liability is made when there is possible obligation arising from past events, the
existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain
future events not wholly within the control of the company or a present obligation that arises from past
events where it is either not probable that an outflow of resources embodying economic benefits will be
required to settle or a reliable estimate of amount cannot be made. As on December 31, 2025 there is no
contingent liability and capital commitments of our Company
OFF-BALANCE SHEET ITEMS
We do not have any other off-balance sheet arrangements, derivative instruments or other relationships
with any entity that have been established for the purposes of facilitating off-balance sheet arrangements.
CAPITAL EXPENDITURE
Our capital expenditures under the head Non-Current Assets includes expenditure on property, plant and
equipment.
The following table sets out the capital expenditure (addition to property, plant and equipment) for the
periods indicated:
(₹ in lakhs)
Page 348 of 465For the period ended For the fiscal year e nded on March 31
Particulars
on December 31,2025 2025 2024 2023
Plant and machinery 6.54 11.02 22.03 -
Freehold Land 8.44 1,297.30 - -
Factory Building - - 53.12 -
Vehicles 32.96 1.78 - -
Electrical Installments & Equipment 0.79 - 15.09 -
Office Equipment 13.40 13.04 7.83 6.96
Computer & Printer 9.25 3.24 4.97 -
Furniture & Fixture 5.86 - 6.37 -
TOTAL 77.24 1,326.38 109.41 6.96
RELATED PARTY TRANSACTIONS
Related party transactions with certain of our promoters, directors and their entities and relatives
primarily relate to remuneration, salary, Short Term Borrowing, share capital, Loan taken & given, Interest
on loan, purchase & sales of goods, Investments etc. For further details of such related parties under Ind
AS-24, refer chapter titled “Restated Financial Information” beginning on page 265.
CHANGES IN ACCOUNTING POLICIES IN THE LAST THREE YEARS
There is no change in the significant accounting policies of our company in the last 3 Fiscal Years. For
further details, please refer to chapter titled “Restated Financial Information” beginning on page 265.
QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Credit Risk
Credit risk is the risk of financial loss to the Company, if a customer or the counterparty to a financial
instrument fails to meet its contractual obligations and arises principally from our Company’s receivables
from customers and from its investing activities, including deposits with banks. The carrying amounts of
financial assets represent the maximum credit risk exposure.
Liquidity Risk
Liquidity risk is the risk that the company will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset. Our Company’s
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Company’s reputation. Our working capital is sufficient to
meet our current requirements.
Market Risks
We are exposed to various types of market risks during the normal course of business. Market risk is the
risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: price risk, currency risk and interest rate risk. The objective of
market risk management is to manage and control market risk exposures within acceptable parameters,
while optimizing the return.
Effect of Inflation
In recent years, India has experienced relatively high rates of inflation. While inflation had no any material
impact on our business and results of operations, inflation generally impacts the overall economy and
business environment and hence could affect us.
Unusual or infrequent events or transactions
Except as described in this Red Herring Prospectus, during the periods under review there have been no
Page 349 of 465transactions or events, which in our best judgment, would be considered unusual or infrequent.
Known trends or uncertainties that have had or are expected to have a material adverse impact on
sales, revenue or income from continuing operations.
Other than as disclosed in the section titled “Risk Factors” beginning on page 25 to our knowledge there
are no known trends or uncertainties that have or had or are expected to have a material adverse impact
on revenues or income of our Company from continuing operations.
Future changes in relationship between costs and revenues
Other than as described in chapter titled “Risk Factors” beginning on page 25 and in this section, to our
knowledge there are no known factors that might affect the future relationship between cost and
revenue. Our Company’s future costs and revenues will be determined by demand/ supply situation,
government policies, global market situation and cost of our services.
Significant economic changes that materially affected or are likely to affect income from continuing
operations.
Indian rules and regulations as well as the overall growth of Indian economy have a significant bearing on
our operations. Major changes in these factors can significantly impact income from continuing
operations.
Other than as described in the section titled “Risk Factors” beginning on page 25, to our knowledge there
are no significant economic changes that materially affects or are likely to affect income of our Company
from continuing operations.
The extent to which material increases in net sales or revenue are due to better product quality and
increase in number of customers.
Increase in revenue is by and large linked to increases in volume of business activity by our Company.
Total turnover each Major Industry Segment
Total turnover of our Company is generated from only one Industry segment.
Reservations, qualifications and adverse remarks
Except as disclosed in chapter titled “Restated Financial Information” beginning on page 265, there have
been no reservations, qualifications and adverse remarks.
Details of default, if any, including therein the amount involved, duration of default and present status,
in repayment of statutory dues or repayment of debentures or repayment of deposits or repayment of
loans from any bank or financial institution
Except as disclosed in chapter titled “Restated Financial Information” beginning on page 265, there have
been no defaults in payment of statutory dues or repayment of debentures and interest thereon or
repayment of deposits and interest thereon or repayment of loans from any bank or financial institution
and interest thereon by our Company.
Material Frauds
There are no material frauds, as reported by our statutory auditor, committed against our Company, in
the last three Fiscal Years.
Status of any publicly announced new products / projects or business segments
Our Company has not announced any new projects or business segments, other than disclosed in the Red
Herring Prospectus. For details of our new projects or business segments please refer to the chapter titled
“Our Business” beginning on page 200.
Increase in income
Increases in our income are due to the factors described above in this chapter under “Key Factors that
may affect our Results of Operations” and chapter titled “Risk Factors” beginning on page 326-328 and
Page 350 of 46525 respectively.
Any significant dependence on a single or few suppliers or customers
We majorly procure our raw materials and finished goods from our top 10 third party supplier and have
dependence from them. For further details, please see “Risk Factors” on Page 25.
The following is the breakup of top five and top ten customers and suppliers of our Company as on March
31, 2025 are as below:
(₹ in Lakhs)
Customers Suppliers
Particulars
Amount % of Total Sales Amount % of Total Purchases
Top 5 4,640.40 37.14% 11,053.71 76.55%
Top 10 6,767.33 54.17% 12,557.68 86.96%
The following is the breakup of top five and top ten customers and suppliers of our Company as on March
31, 2024 are as below:
(₹ in Lakhs)
Customers Suppliers
Particulars
Amount % of Total Sales Amount % of Total Purchases
Top 5 2,025.34 29.17% 6,141.46 73.15%
Top 10 2,990.05 43.06% 6,714.13 79.98%
Competitive Conditions
We face competition from existing and potential organized and unorganized competitors which is
common for any business. We have, over a period of time, developed certain competitive strengths which
have been discussed in section titled “Our Business” beginning on page 200.
Page 351 of 465CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalization as at December 31, 2025, on the basis of our
Restated Financial Information, and as adjusted for the Issue. This table should be read in conjunction
with “Risk Factors”, “Restated Financial Information” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” beginning on pages 25, 265 and 326 respectively.
(₹ in lakhs)
Particulars Pre-Issue Post-Issue#
Current Borrowings
Short- term (including current maturities) 5,501.25 [●]
Long Term (A) 990.36 [●]
Total Borrowings (B) 6,491.61 [●]
Shareholder’s Funds
Share capital 3,201.00 [●]
Other Equity 5,164.16 [●]
Total Shareholders' funds (C) 8,365.16 [●]
Long-Term Borrowings/Equity* (A/C) 0.12 [●]
Total borrowings / Equity* (B/C) 0.78 [●]
*Equity= Total Shareholder’s Funds
#To be updated upon finalization of the Issue Price at the Prospectus Stage.
Notes:
1. Short-term borrowings implies borrowings repayable within 12 months from the Balance Sheet date.
Long-term borrowings are debts other than short-term borrowings and also includes the current
maturities of long-term borrowings (included in other current liabilities). Non-Current borrowings are
debts other than current borrowings.
2. The above ratios have been computed on the basis of the Restated Standalone Summary Statement
of Assets and Liabilities of the Group.
3. The above statement should be read with the Statement of Notes to the Restated Standalone
Financial Information of the Group.
Page 352 of 465FINANCIAL INDEBTEDNESS
Our Company has entered into financing arrangements with various banks in the ordinary course of
business, including borrowings in the form of term loans and other working capital facilities to meet
business and working capital requirements. For details of the borrowing powers of our Board, see Chapter
titled “Our Management - Borrowing Powers” on page 241-242.
As on May 22, 2026, our lenders were HDFC Bank Limited and ICICI Bank Limited and our Company has
obtained the necessary consents/ No objection certificates (“NOC”) from them under their relevant loan
documentation for undertaking activities in relation to the Issue, including effecting a change in our capital
structure, change in our shareholding pattern, change in our constitutional documents and change in the
composition of our Board held by our Shareholders (including our Promoters) in connection with or post
the Issue.
A. Secured Borrowings:
As on May 22, 2026, our company has total outstanding secured borrowings from banks aggregating to ₹
7,512.00 Lakhs. The details of the borrowings of our company as on May 22, 2026 are provided below:
(₹ in lakhs)
Outstanding
S. Sanctioned Sanctioned
Category of borrowing Purpose Validity Rate of Interest (p.a.) amount as on
No. Date amount
22.05.2026
(i) HDFC Bank Limited
7.75% linked with 3
Corporate Card Business Purpose 12 Months 10.00 -
month repo rate
7.64% spread (2.39%)
Term Loan Business Purpose 120 Months linked with 3 month 1,200.00 1,038.13
20.03.2026 repo rate
7.75% (2.50%) linked with
Cash Credit Limit Working capital requirement 12 Months 4,075.00 3,621.17
3 month repo rate
ECG Gold Loan (Sub-limit For purchase of gold for
12 Months 4.00% (800.00) -
of cash credit) manufacturing of jewellery
Total 5,285.00 4,659.30
(ii) ICICI Bank Limited-1
5.50% the spread
(2.95%) will be
Overdraft Working capital requirement 12 Months 1,000.00 0.59
modified basis the 3M
repo rate
13.06.2025
5.50% the spread
Working Capital
(2.45%) will be
Demand Loan (sub-limit Working capital requirement 12 Months (1,000.00) 990.00
modified basis the 3M
of Overdraft)
repo rate
Total 1,000.00 990.59
(iii) ICICI Bank Limited-2
5.25% the spread (2.65%)
Drop Line Overdraft Working capital requirement 12 Months will be modified basis the 1,878.93 162.11
3M repo rate
29.12.2025
Working Capital Demand 5.50% the spread (2.45%) 1,500.00
Working capital requirement
Loan (Sub-limit of Drop 12 Months will be modified basis the (1878.93)
200.00
Line Overdraft) 3M repo rate
Total 1,878.93 1,862.11
Total Bank Borrowing
(iv) 8,163.93 7,512.00
(i) + (ii) + (iii)
As certified by M/s Keyur Shah & Associates, Chartered Accountants, pursuant to their certificate dated May 22, 2026.
B. Unsecured Loans
As on May 22, 2026, our company has does not have any unsecured borrowings.
Principal terms of the borrowings availed by us:
The details provided below are indicative and there may be additional terms, conditions and
requirements under the various financing documentation executed by us in relation to our indebtedness.
1. Interest: In terms of the facilities availed by us, the interest rate is typically the base rate of a specified
lender and spread per annum. The spreads are different for different facilities. The interest rates for
Page 353 of 465the loans availed by our Company typically range from 7.64% per annum to 8.45% per annum. This
includes term loans, overdrafts and working capital facility.
2. Validity/Tenor: The working capital facilities are typically repayable on demand of the lender as well
as based on a mutually agreed repayment schedule. The validity of our cash credit and overdraft
facilities typically ranges upto 12 months. Dropline Overdraft (DLOD) limit from ICICI Bank Limited is
repayable in 180 months with reduction of ₹ 16,66,667/- on a monthly basis. Tenor of each tranche of
working capital demand loans ranges from 30 days to 180 days and these loans are revolving in nature,
valid upto 12 months. The tenor of our term loan is 120 months.
3. Security: In terms of our loan facilities, we are required to inter alia:
i) Hypothecation of stocks and Book debts of company
ii) Hypothecation on entire current assets of the company both present and future.
iii) Mortgage of immoveable properties located at:
a) Plot No. A-4/2, A-4/4, Chomu House, Near Suryavanshi Pearl, Sardar Patel Marg, C-scheme,
Jaipur- 302001
b) Flat No- A-101, 1st Floor, Shivgyan Casa Prime, Block-A, Near Jawahar Circle, JLN, Jaipur-
302017
c) Plot No. A-1, A-2, A-3, Khasra No. 552/1, 552/1084 & 558, Rama enclave- II, Village-
Jaisinghpura, Tehsil- Sanganer, Jaipur- 302026
d) Plot No. 21, Nemi Nagar, Gautam Marg, Vaishali Nagar, Jaipur- 302021
e) Plot No. 31 to 36 & 39, Karni Nagar, Queens Road, Jaipur- 302021
iv) Personal Guarantee of:
a) Girraj Prasad Gilara
b) Gordhan Das Gilara
c) Nitin Gilara
d) Prateek Gilara
e) Vipul Gilara
f) Krishna Vardhan Gilara
g) Abhishek Gilara
v) Corporate Guarantee of:
a) Janak Nandini Buildwell Private Limited
b) Rambhajo Buildcon Private Limited
4. Penal Charges: The terms of certain financing facilities availed by us prescribe penalties for non-
compliance of certain obligations by us. These include, inter alia, breach of non-payment of
instalments, breaching any provisions as set forth in the loan documentation entered with the lenders
or default in the performance of the obligations set forth in such loan documentation, etc. Some of
the events resulting in levy of penal charges are as under:
a) Non-submission of documents for renewal of credit facilities.
b) Non-submission of Stock statement.
c) Non submission of Stock and Property Insurance policy including renewal policy.
d) Non-submission of property/ stock/ plant & machinery insurance
e) Payment default
f) Non-compliance of sanction terms pertaining to security creation
g) Non-compliance in documentation & any terms of the sanction for the credit facility.
h) Non-compliance of sanction terms pertaining to Stock Audit, Book Debt Statement and Stock
Statement
i) Breach of financial covenants
5. Pre-payment penalty: The facilities availed by our company allow pre-payment of the loans availed.
For borrowers classified as Micro and Small Enterprises, as per BCSBI guidelines, prepayment charges
will not be levied if the said borrower is prepaying the floating rate loans. Bank may enquire or ask the
documentary proof of source of funds for closure request of loans.
Page 354 of 4656. Repayment: The cash credit facilities are typically repayable on demand, while the working capital
loans are typically either repayable on their respective due dates within the maximum tenor or in
structured instalments. The term loan is repayable in structured instalments.
7. Restrictive covenants: These are contractual terms in loan agreements that limit a borrower's actions
or prevent certain activities to protect the lender's interest. The purpose is to mitigate risk by
preventing actions that could weaken the borrower's financial stability and increase the likelihood of
default, thereby securing the lender's investment. The borrower needs to take prior approval of the
bank in writing before attempting following acts:
a) undertake or permit any merger, de-merger, consolidation, reorganisation, scheme of
arrangement or compromise with its creditors or shareholders or any class of them or effect any
scheme of amalgamation or reconstruction including creation of any subsidiary or permit any
company to become its subsidiary
b) enter into any management contract or similar arrangement whereby its business or operations
are managed by any other person
c) declare or pay any dividend or make any distribution of profits or pay any remuneration to its
promoters / shareholders or permit withdrawal of amounts brought in if an event of default has
occurred and is subsisting or would occur as a result of such declaration or payment of dividend or
authorisation or making of distribution or withdrawal
d) make any investment whether by way of deposits, loans or investments in share capital or
otherwise, in any concern or provide any credit or give any guarantee, indemnity or similar
assurance or in any manner become directly, indirectly or contingently liable for or in connection
with the obligation of any person other than itself. This provision shall not apply to loans and
advances granted to staff or contractors or suppliers in the ordinary course of business
e) effect any change in its capital structure or constitutional documents in any manner whatsoever
f) redeem, purchase, buyback, retire or repay any of its share capital, de-list its shares from stock
exchanges, if applicable, or resolve to do so for so long as any sums of money are due and payable
to the Bank under this Facility Agreement
g) change its financial year-end from the date it has currently adopted or change the accounting
method or policies currently followed by the Borrower unless expressly required by applicable law
h) avail of any credit facilities or accommodation from any bank(s) or financial institution(s) or any
person, firm or company in any manner other than the bank(s) at present providing working capital
facilities to the Borrower and as permitted by the Bank nor shall it deal with or through any other
bank(s) or financial institution(s)
i) create or permit to subsist any security interest, encumbrance, mortgage, hypothecation, pledge
or charge over any of its assets other than the already existing charges which have been disclosed
in writing to the Bank or sell, transfer or otherwise dispose of (or agree to do any of the foregoing
at any future time) any of its assets
j) undertake any new business or operations or project or diversification, modernisation or
substantial expansion of any of its existing business or operations or of any project that it may
undertake during the currency of the Facility
k) pay any commission to its promoters, directors, managers or other persons for furnishing
guarantees, counter guarantees or indemnities or for undertaking any other liability in connection
with any obligation (including Indebtedness) undertaken for or by the Borrower
l) pay any compensation to its promoters, directors, partners, members or trustees (as the case may
be) in the event of loss of office for any reason whatsoever, if there is any default in payment of
any monies due and payable under the Facility
m) Incur or cause to incur, any Indebtedness in any manner whatsoever, other than Permitted
Indebtedness
8. Events of default: Borrowing arrangements entered by our Company contain standard events of
default, including:
Page 355 of 465a) Payment Default - Default occurs in the payment of any monies in respect of the Facilities on
the Due Dates, whether at stated maturity, by acceleration or otherwise
b) Breach of Terms - Borrower or any other person is in breach of any covenant, condition,
agreement or any other terms of the Loan Agreements and such default has continued for a
period of 15 (fifteen) days from the date of default (except where the Bank is of the opinion that
such default is incapable of remedy, in which event, no cure period shall be applicable).
c) Bankruptcy, Insolvency, Dissolution
(i) If the Obligor(s) has voluntarily taken any action for its insolvency, winding-up or
dissolution.
(ii) If any step or action has been taken for reorganization, winding up or dissolution of an
Obligor, or if a receiver or liquidator (including provisional liquidator) has been appointed
or allowed to be appointed over all or any part of the assets of the Obligor(s), or if any
attachment or distraint has been levied on the Obligor’s assets or any part thereof or
certificate proceedings have been taken or commenced for recovery of any dues from the
Obligors or if one or more judgments or decrees have been rendered or entered against
the Obligor(s) and such judgments or decrees are not vacated, discharged or stayed within
a period of 30 (thirty) days and such judgments or decrees involve in the aggregate, a
liability which could have a Material Adverse Effect.
(iii) If any petition or application in relation to insolvency or bankruptcy resolution of the
Obligor, (including without limitation, corporate insolvency resolution process and
bankruptcy process under the IBC is filed before any court, tribunal or authority of
competent jurisdiction, or the Obligor(s) has become bankrupt or insolvent or is dissolved.
d) Security in Jeopardy – If in the opinion of the Bank, the Security, if any, for the Facilities is in
jeopardy or ceases to have effect or if any of the Loan Agreements executed or furnished by or
on behalf of the Borrower becomes illegal, invalid, unenforceable or otherwise fails or ceases to
be in effect or fails or ceases to provide the benefit of the liens, rights, powers, privileges or
security interests purported or sought to be created thereby or if any of such Loan Agreements
is assigned or otherwise transferred, amended or terminated, repudiated or revoked without
the approval of the Bank.
e) Change in Control - Any person acting singularly or with any other person either directly or
indirectly acquires control of the Borrower or of any other person who controls the Borrower,
without the approval of the Bank.
f) Misleading Information and Representation – Any information given by the Borrower or on its
behalf, including but not limited to, information given at the time of appraisal of the loan,
representation and warranty, or statement made or repeated, or deemed to be made or
repeated, in or in connection with any of the Loan Agreements, is incorrect or misleading in any
material respect.
g) Illegality - Any obligation under the Facility Agreement or any of the Transaction Documents, is
not or ceases to be a valid, legal and/or binding obligation of any person party to it or becomes
void, illegal, unenforceable or is repudiated by such person.
h) Cross Default-
(i) Borrower is unable or has admitted its inability to pay any of its Indebtedness to a Financial
Creditor or any bank or financial institution, whether at stated maturity, by acceleration or
otherwise
(ii) Any Financial Creditor or bank or financial institution cancels and/or recalls any
Indebtedness of the Borrower, as a result of an event of default (however described).
(iii) Any Indebtedness to a Financial Creditor or a bank or financial institution secured by an
encumbrance over the assets of the Borrower, is not paid, whether at stated maturity,
acceleration or otherwise
Provided, however, that the above shall apply only if the Indebtedness is (a) more than 2%
of the total Indebtedness of the Borrower or INR 500.0 million, whichever is lower, and (b)
is not cured within 30 days from the date of default
Page 356 of 465(iv) Any Group Company or Associate Company of the Borrower has defaulted in payment of
any of its Indebtedness to the Bank, whether at stated maturity, by acceleration or
otherwise
For the purpose of this clause “Group Company” shall mean and include
(2) any company which is the holding company or the subsidiary company of the
Borrower, or
(3) any company under the control of or under common control with the Borrower
Associate Company” shall have the meaning assigned to it under the Companies Act, 2013
i) Material Adverse Effect – Occurrence or existence of one or more events, conditions or
circumstances (including any change in law), which in the opinion of the Bank, could have a
Material Adverse Effect
j) Incapacity – In the event of incapacity of the Borrower, where such incapacity prejudices or
imperils or impairs or is likely to prejudice or imperil or impair the Borrower’s ability to fulfill its
obligations under this Facility Agreement and/or the Loan Agreements
k) Other Events – Any other event or circumstance including but not limited to death of the
Borrower and/or Obligor(s) and shall also include any event or circumstance specified as an
Event of Default under the Loan Agreement.
9. Consequences of events of default: Notwithstanding any other right that may be available to the Bank
or anything contrary contained in any of the Loan Agreement, on the happening of an Event of Default
or if the Overall Limits / Limits are not renewed beyond the validity period specified in the Sanction
letter or if the Borrower has not availed of or drawn from the Facilities by the aforesaid validity period,
the Bank may, by a notice in writing to the Borrower, exercise the following rights, each of which shall
be an independent right:
a) terminate the Facilities and/or declare any or all of the amounts under the Facilities as
immediately due and payable, to the Bank, whereupon the same shall become due and payable
by the Borrower forthwith, in accordance with the terms of the notice.
b) suspend further access to/ drawals by the Borrower of the Facilities.
c) Notwithstanding any suspension or termination pursuant to the Facility Agreement, all provisions
of the Loan Agreement for the benefit or protection of the Bank and its interests shall continue
to be in full force and effect as provided in the Loan Agreements
d) declare the Security created, if any, in terms of the Loan Agreements to be enforceable, and
notwithstanding anything to the contrary contained in the Loan Agreements the Bank or such
other person in favour of whom such security or any part thereof is created shall have, inter alia,
the right to
(i) enter upon and take possession of, and / or transfer (by way of lease, leave and licence, sale
or otherwise), the assets comprised within the Security, if any
(ii) exercise any right, power or remedy permitted to it by law, including by suit, in equity, or by
action at law, or both, or otherwise, whether for specific performance of any covenant,
condition or term contained in this Facility Agreement or other Loan Agreements or for an
injunction against a violation of any of the terms and conditions of this Facility Agreement or
other Loan Agreements, or in aid of the exercise of any power or right granted in this Facility
Agreement or other Loan Agreements and/or as a creditor.
e) stipulate such other additional terms and conditions, as the Bank may deem fit
f) exercise such other remedies as may be permitted or available to the Bank under law, including
RBI guidelines
For details of financial and other covenants required to be complied with in relation to our borrowings,
please see Risk Factors No. 24 – The agreements governing our indebtedness contain conditions and
restrictions on our operations, additional financing, and capital structure” on page 45-46.
Page 357 of 465SECTION VII - LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS
Except as stated below there are no outstanding (i) criminal proceedings involving our Company,
Directors, or Promoters (“Relevant Parties”) and the Key Managerial Personnels and Senior Management
Personnels; (ii) actions by statutory or regulatory authorities involving the Relevant Parties and the Key
Managerial Personnels and Senior Management Personnels; (iii) outstanding claims relating to direct and
indirect taxes involving the Relevant Parties; and (iv) other pending litigation involving the Relevant
Parties as determined to be material by our Board pursuant to the Materiality Policy (as disclosed herein
below); or (v) litigation involving our Group Company which has a material impact on our Company.
Further, except as stated in this section, there are no disciplinary actions including penalties imposed by
SEBI or stock exchanges against our Promoter in the last five Fiscal Years including any outstanding action.
For the purposes of (iv) above in terms of the Materiality Policy adopted by a resolution of our Board
dated September 12, 2025, pending litigation would be considered ‘material’ if the monetary amount of
claim by or against the entity or person in any such pending proceeding is in excess of ₹ 80,00,000/- and
where the amount is not quantifiable, such pending cases are material from the perspective of the
Company’s business, operations, prospects or reputation.
The above threshold of ₹ 80,00,000/- is lower of the following:
(i) Materiality policy as defined by the Board and disclosed in the Issue Document, which amounts to
₹ 80 Lakhs; or
(ii) Litigations where the value or expected impact in terms of value, exceeds the lower of the
following:
(a) Two (2) percent of turnover, as per the latest annual restated financial statements of the
Company which amounts to ₹ 249.87 Lakhs; or
(b) Two (2) percent of net worth, as per the latest annual restated financial statements of the
Company which amounts to ₹ 116.31 Lakhs; or
(c) Five (5) percent of the average of absolute value of profit or loss after tax, as per the last
three annual restated financial statements of the Company which amounts to ₹ 84.18 Lakhs.
For the purposes of the above, pre-litigation notices received by the Relevant Parties from third parties
(excluding those notices issued by statutory or regulatory or taxation authorities or notices threatening
criminal action) have not and shall not, unless otherwise decided by our Board, be considered material
until such time that any of the Relevant Parties or the Group Company, as the case may be, is impleaded
as a defendant in litigation before any judicial or arbitral forum.
Further, in accordance with the Materiality Policy, our Company has considered such creditors ‘material’
to whom the amount due is equal to or in excess of ₹ 80,00,000/-.
Unless stated to the contrary, the information provided below is as of the date of this Red Herring
Prospectus. All terms defined in a particular litigation disclosure below are for that particular litigation
only.
LITIGATION INVOLVING OUR COMPANY
Litigation against our Company
A. Outstanding criminal proceedings
NIL
Page 358 of 465B. Actions initiated by regulatory or statutory authorities
NIL
C. Outstanding material civil litigation
NIL
Litigation by our Company
A. Outstanding criminal proceedings
NIL
B. Outstanding material civil litigation
NIL
LITIGATION INVOLVING OUR PROMOTERS
Litigation against our Promoters
A. Outstanding criminal proceedings
Rakesh Haritwal Vs. State of Rajasthan [CRLMP/7948/2023] and Bharuram Jat Vs. State of Rajasthan
[CRLMP/6905/2023]
A FIR (228 of 2023) was filed by our Promoter, Nitin Gilara against Bharuram Jat & Rakesh Haritwal and
Ors. The details of the matter are disclosed under heading “Litigation by our Promoters” in
“Outstanding Litigation and Material Developments” on page 360-362 .
Subsequently, Bharuram Jat and Rakesh Haritwal filed two separate criminal petitions, in which our
Promoter, Nitin Gilara is also a party, for quashing of the aforementioned FIR. The said matters are
currently pending for adjudication before the Hon’ble High Court of Rajasthan at Jaipur Bench.
B. Actions initiated by regulatory or statutory authorities.
NIL
C. Outstanding material civil litigation
i. Mukesh Devanda Vs. State of Rajasthan & Ors. [S.B. Civil Writ Petition No. 19038/2024]
A writ petition has been filed by Mukesh Devanda and Ors (“Petitioners”) against the State of
Rajasthan and Ors (“Respondents”). Our Promoter, Vipul Gilara is also a Party to this matter as a
Respondent in his capacity as a partner of the partnership firm, M/s Shri Aashrya Gold. The petition
is filed in relation to housing project titled ‘Aashrya Gold’, developed under the Chief Minister’s Jan
Awas Yojna, 2015. The project commenced in 2017 pursuant to the approval of project maps by the
Jaipur Development Authority (“JDA”) vide its order dated June 29, 2017, and was subsequently
revised by JDA order dated June 24, 2020. The Petitioners, who are purchasers of flats in the said
project, have alleged delay in completion of project despite multiple extensions granted by the
Rajasthan Real Estate Regulatory Authority (RERA) and use of substandard materials in the
construction of the project.
In response to this, our Promoter has filed written statement contesting the claims made by the
Petitioners and submitted that the project has been undertaken in full compliance with JDA
approvals. Our Promoter has also obtained extension from RERA for completing the project up to
30.06.2027. Further, the completed portion of the project has been duly tested and certified by a
testing laboratory, and completion and possession certificates were issued. Registered sale deeds
were executed in favour of the allottees who paid the full consideration amount. However, Mukesh
Devanda and Savita Bajiya, two of the Petitioners, who have not paid the full sale consideration for
Page 359 of 465their respective unit(s), are in possession of the premises under an agreement to sell. Our Promoter
alleges that present petition has been filed with the intention to delay project construction, avoid
payment obligations, and raise false concerns regarding construction quality of the project. The
matter is currently pending for adjudication before the Hon’ble High Court of Rajasthan at Jaipur
Bench.
ii. Bharuram Jat Vs. Nitin Gilara [Civil case no. 604 of 2023]
A civil suit has been filed by Bharuram Jat (“Petitioner”) against our Promoter, Nitin Gilara for
seeking declaration and permanent injunction in relation to the possession and title of plot nos. L-
1 to L-7 and E-1 to E-6 (“Plots”) situated in Haritwal City-D. The Petitioner is the owner of land
situated at Pradhan Ki Dhani, Village Ramsinghpura alias Rampura, Tehsil Sanganer, Jaipur, where
he developed a residential housing scheme named Haritwal City-D. The scheme was approved by
the Jaipur Development Authority (“JDA”) on 28.06.2019 and is registered under RERA
(RAJ/P/2020/1231). Our Promoter, along with his family members had agreed to purchase 57 plots
in the scheme and made a partial payment of Rs. 3,40,00,000/- as an advance amount.
Subsequently, due to non-payment of remaining consideration, the parties mutually agreed to
continue with the allotment of 29 plots, for which our Promoter received allotment letters, site plan
and payment receipts. However, it is alleged by the Petitioner that 13 Plots out of 29 plots, were
reserved for EWS and LIG categories and therefore could not have been allotted to our Promoter.
Thus, Petitioner has sought a declaration of the allotment letters of Plots as void and a permanent
injunction restraining our Promoter from creating any third-party rights or misusing the said
documents.
In response to this, our Promoter has filed written statement denying the Petitioner’s claims and
asserting that the Plots were validly sold in 2020 to our Promoter, upon payment of full
consideration. Possession, along with original allotment documents, including site plans and
receipts, was also handed over to our Promoter. It is alleged by our Promoter that Petitioner in
collusion with JDA officials, fraudulently obtained lease deeds for the Plots in the names of third
parties. However, our Promoter is still in possession of the original documents for these Plots. Thus,
our Promoter has sought dismissal of the suit on grounds of lack of cause of action and alleged
fraudulent conduct by the Petitioner.
Our Promoter, Nitin Gilara has also filed multiple civil suits for temporary injunction against
Bharuram Jat, Jaipur Development Authority and Ors., for cancellation of lease deeds issued in favor
of third parties for the Plots. The details of the matter are disclosed under heading “Litigation by
our Promoters” in “Outstanding Litigation and Material Developments” on page 360-362.
The matter is currently pending for adjudication before the Court of Civil Judge, Jaipur Metropolitan
– I, Sanganer, Jaipur.
Litigation by our Promoters
A. Outstanding criminal proceedings
State Vs. Rakesh Haritwal and Bharuram Jat [Cr. Reg. 40094 of 2024]
A FIR (228 of 2023) was registered at Vidhayak Puri, Jaipur by our Promoter, Nitin Gilara against
Bharuram Jat and Rakesh Haritwal (“Respondents”) under section 420, 406, 467, 468, 471 and 120-B
of Indian Penal Code, 1860. The FIR pertains to alleged act of cheating, criminal breach of trust, and
forgery in relation to a plot allotted to our Promoter in the scheme launched by Respondents titled
‘Haritwal City’, which was approved by the Jaipur Development Authority (“JDA”). In 2020, our
Promoter purchased several plots under the aforementioned scheme and was issued corresponding
allotment letters. However, it subsequently came to the attention of our Promoter that the
Respondents had obtained JDA allotment letters only for few plots. Further, it was discovered that few
of the plots originally allotted to our Promoter were subsequently re-allotted to third parties through
Page 360 of 465the issuance of second allotment letters. Based on these alleged irregularities the aforementioned FIR
was filed by our Promoter.
The FIR has been subsequently converted into the present case, which is currently at the charge stage.
The said matter is currently pending for adjudication before Additional Senior Civil Judge cum ACJM -
2 Jaipur Metropolitan I.
B. Outstanding material civil litigation
i. Nitin Gilara Vs. JDA & Ors. [JDA Appeal Nos. (41)/1681/2024, (41)/1680/2024, (41)/1679/2024,
(41)/1678/2024, (41)/1677/2024, (41)/1676/2024, 1578/2024, (41)/1553/2024,
(41)/1552/2024, (41)/1551/2024, (41)/1545/2024, (41)/1544/2024, (41)/1532/2024,
(41)/1531/2024, (41)/1530/2024, (41)/1529/2024, 1106/2024, 1105/2024, 1104/2024,
1103/2024, 1102/2024, 1101/2024, 1026/2024, 1025/2024, 1024/2024, 1021/2024, 1020/2024,
1013/2024, 1012/2024, 1011/2024, 1010/2024]
Our Promoter, Nitin Gilara has filed multiple civil suits for temporary injunction against Bharuram
Jat (“Respondent 1”), Jaipur Development Authority (“Respondent 2”) and Ors., seeking
cancellation of lease deeds issued in favor of third parties for certain plots situated in Haritwal
City, namely Plot Nos. 85, 86, L-1 to L-7, E-1 to E-6 (“Plots”). Our Promoter obtained allotment
letters for the Plots and acquired possession upon making full payment of the consideration
amount on 08.08.2020. It is alleged by our Promoter that Respondent 1 and Respondent 2,
fraudulently executed lease deeds in favour of third parties for the same Plots, despite the prior
allotment and possession having been granted to our Promoter.
In furtherance of this, our Promoter also lodged FIR No. 228/2023, details of the matter are
disclosed under heading “Litigation by our Promoters” in “Outstanding Litigation and Material
Developments” on page 360-362.
Thereafter, Respondent 1 filed a writ petition before the civil court seeking an injunction against
our Promoter to restrain the alleged misuse of the allotment letter and site plan; however, the
stay application was rejected by the Hon’ble Civil Judge and Metropolitan Magistrate, through an
order dated March 18, 2024. Despite several requests by our Promoter to Respondent 2, for
cancellation of the lease deeds issued to third parties, no remedial action was taken. As a result,
our Promoter filed the present appeal seeking cancellation of the said lease deeds for the Plots
issued to the third parties. The matter is currently pending for adjudication before the Hon’ble
Jaipur Development Authority Appellate Tribunal, Jaipur Metro – II, Jaipur.
ii. Prateek Gilara Vs. Jitendra & Ors. [CW /10309/2024] and Prateek Gilara Vs. Jitendra [CMS
/9534/2024]
A civil suit has been filed by our Promoter, Prateek Gilara against Jitendra and others
(“Respondents”) challenging an ex-parte order dated 08.01.2024 on the alleged grounds of
concealment of material facts. Our Promoter, Prateek Gilara purchased certain plots in Balram
Nagar Scheme (“Plots”), through a registered sale deed on 01.06.2015. The Plots form part of land
in Balram Nagar Scheme wherein certain Khasra nos. were incorrectly recorded in the revenue
records. In 2011, the Tehsildar, Jaipur Development Authority (“JDA”) suo motto filed an
application to correct the said clerical error. Pursuant to the application, the Authorized Officer
passed an order rectifying the Khasra numbers. Nevertheless, Respondents challenged the 2011
order before the Divisional Commissioner, Jaipur in 2016 under Section 90 (B) (1) of the Rajasthan
Land Revenue Act, 1956. The Divisional Commissioner remanded the matter back to the
Authorized Officer. After conducting hearings with all concerned parties, the Authorized Officer
in 2017, reaffirmed the 2011 order and reinstated the land forming part of the Balram Nagar
Scheme with the JDA. In 2022, JDA issued a public advertisement for issuance of lease deeds to
the members of the scheme. Subsequently, in 2023, the Respondents filed an appeal before the
Divisional Commissioner challenging the 2017 order. An ex-parte order dated 08.01.2024 was
Page 361 of 465passed in favour of the Respondents. Thus, our Promoter, Prateek Gilara has filed this writ petition
before the Hon’ble High Court of Rajasthan at Jaipur Bench in 2024 seeking to quash the ex-parte
order.
Additionally, our Promoter has also filed a civil miscellaneous stay application CMS /9534/2024
for the interim stay at the Plots before Hon’ble High Court of Rajasthan. The main matter and sub
matter are currently pending for adjudication before the Hon’ble High Court of Rajasthan at Jaipur
Bench.
iii. Prateek Gilara Vs. Narmda & Ors. [Civil Misc. Connected (41)/343/2024]
A civil suit has been filed by our Promoter, Prateek Gilara against Narmada Munoditya and Lalita
Arya and Ors., seeking a decree of permanent injunction. Our Promoter, Prateek Gilara purchased
certain plots situated at Plot no. 9, 11 to 16, Balram Nagar, Jhujharpura, Sanganer, Jaipur (“Plots”),
through registered sale deeds on 07.07.2015. Our Promoter has alleged that Jitendra, Yuvraj,
Prabhu, Suraj (“Respondent 1”) fraudulently obtained mutation of certain Khasra nos. of the said
Plots in the revenue records. Subsequently, through a registered power of attorney, Respondent
1 authorised Deepak Mundotiya (“Respondent 2”) to execute sale deeds in respect of the
disputed Khasra nos. Based on the same, Respondent 2 executed and registered two sale deeds
(a) sale deed dated 22.01.2024 transferring Khasra No. 426/380 in favour of Narmada
Mundotiya and Lalita Arya; and (b) sale deed dated 19.01.2024 transferring Khasra No.
428/386 in favor of Narmada Mundotiya. In pursuance of these transfers, our Promoter
contends that the sale deeds are null, void, unlawful and infringe upon his rights of
ownership, possession, and peaceful enjoyment of the Plots, including ongoing or proposed
construction activities. Accordingly, our Promoter has filed this civil suit seeking a decree of
permanent injunction to restrain: (i) Respondent 1, Respondent 2, Narmada Mundotiya, Lalita
Arya, and their respective agents, servants, representatives, relatives, contractors, etc., from
causing any obstruction, interference, or dispossession in relation to our Promoter’s
possession and construction over the said Plots; and (ii) Jaipur Development Authority and
Deputy Registrar Sanganer II (parties to this suit) from taking any steps based on the
impugned sale deeds. The matter is currently pending for adjudication before the Court of
Additional Civil Judge, Jaipur Metropolitan – I, Sanganer, Jaipur.
LITIGATION INVOLVING OUR DIRECTORS (OTHER THAN PROMOTERS)
Litigation against our Directors
A. Outstanding criminal proceedings
State Government Vs. Yogendra Singh and Divyank Bader [Cr. Reg. Case 6343/2025]
A FIR (1044 of 2024) was registered at Mansarovar, Jaipur by Smt. Manju Rao (“Complainant”) against
our Director, Divyank Bader under Section 125(a), 125(b), 281 of Bharatiya Nyaya Sanhita, 2023, and
under Section 146, 196 of Motor Vehicles Act, 1988. It is alleged that the Complainant’s son,
Chaunendra Singh Rao was driving a scooter on November 13, 2024, and a car at a high speed collided
with his scooter, due to the negligence of the car driver, Yogendra Singh. Due to which Complainant’s
son suffered serious injuries, and the scooter was also significantly damaged. Based on the complaint,
Yogendra Singh has been charged under section Section 125(a), 125(b), 281 of Bharatiya Nyaya
Sanhita, 2023 for rash driving and endangering life or personal safety. Further, Our Director, Divyank
Bader has been added as a party to this suit in his capacity as the registered owner of the vehicle
involved in the incident and is charged under Sections 146 and 196 of the Motor Vehicles Act, 1988 for
alleged contraventions related to insurance and permit obligations. The FIR has been subsequently
converted into the present case, which is currently at the evidence before charge stage. The matter is
currently pending for adjudication before the Court of Additional Chief Judicial Magistrate, Jaipur
Metropolitan – I, Jaipur.
Page 362 of 465B. Actions initiated by regulatory or statutory authorities.
NIL
C. Outstanding material civil litigation
NIL
Litigation by our Directors
A. Outstanding criminal proceedings
NIL
B. Outstanding material civil litigation
NIL
LITIGATION INVOLVING OUR GROUP COMPANIES WHICH HAVE A MATERIAL IMPACT ON OUR
COMPANY
Litigation against our Group Companies
A. Outstanding criminal proceedings
NIL
B. Actions initiated by regulatory or statutory authorities.
NIL
C. Outstanding material civil litigation
NIL
Litigation by our Group Companies
A. Outstanding criminal proceedings
NIL
B. Outstanding material civil litigation
NIL
LITIGATION INVOLVING OUR KEY MANAGERIAL PERSONNELS & SENIOR MANAGERIAL PERSONNELS
Litigation against our KMPs (other than directors) and SMPs
A. Outstanding criminal proceedings
NIL
B. Actions initiated by regulatory or statutory authorities.
NIL
Litigation by our KMPs (other than directors) and SMPs
A. Outstanding criminal proceedings
NIL
Page 363 of 465TAX PROCEEDINGS
COMPANY
Type of Proceedings Number of Cases Amount* (₹ in Lakh)
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil
*To the extent quantifiable and ascertainable.
PROMOTERS
Type of Proceedings Number of Cases Amount* (₹ in Lakh)
Direct Tax 1 0.04
Indirect Tax Nil Nil
Total 1 0.04
*To the extent quantifiable and ascertainable.
DIRECTORS (OTHER THAN PROMOTERS)
Type of Proceedings Number of Cases Amount* (₹ in Lakh)
Direct Tax 1 0.04
Indirect Tax Nil Nil
Total 1 0.04
*To the extent quantifiable and ascertainable.
GROUP COMPANIES**
Type of Proceedings Number of Cases Amount* (₹ in Lakh)
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil
*To the extent quantifiable and ascertainable.
**Group Companies having material impact on the Company.
OUTSTANDING DUES TO CREDITORS
In accordance with our Company’s Materiality Policy, creditors to whom an amount exceeding ₹
80,00,000/- were considered ‘material’ creditors. Based on this criterion, details of outstanding dues
(trade payables) owed to micro, small and medium enterprises (as defined under Section 2 of the Micro,
Small and Medium Enterprises Development Act, 2006), material creditors and other creditors, as at
December 31, 2025, by our Company, are set out below:
S. Number of Balance as on 31.12.2025
Particulars
No Creditors (₹ in Lakhs)
1. Total Outstanding dues to Micro, Small & Medium Enterprises 5 17.86
Total Outstanding dues to creditors other than Micro, Small & 36 125.57
2.
Medium Enterprises
3. Total Outstanding dues to Material Creditors 1 704.12
Total 42 847.55
MATERIAL DEVELOPMENTS
Except as stated in “Management’s Discussion and Analysis of Financial Condition and Results of
Operation” beginning on page 326, there have not arisen, since the date of the last financial statements
disclosed in this Red Herring Prospectus, any circumstances which materially and adversely affect or are
likely to affect our profitability taken as a whole or the value of our assets or our ability to pay our liabilities
within the next 12 (Twelve) months.
Page 364 of 465GOVERNMENT AND OTHER APPROVALS
Our business operations require various approvals, licenses, registrations, and permits issued by relevant
governmental and regulatory authorities under various applicable rules and regulations. Set out below is
an indicative list of all material approvals, licenses, registrations, and permits obtained by our Company,
which are material and necessary for undertaking our business, and except as mentioned below, no further
material approvals are required to carry on our present business activities. Certain of our key approvals,
licenses, registrations, and permits may expire periodically in the ordinary course and applications for
renewal of such expired approvals are submitted in accordance with applicable requirements and
procedures, as necessary. For further details, in connection with the applicable regulatory and legal
framework within which we operate, see “Risk Factors” and “Key Industry Regulations and Policies”
beginning on pages 25 and 221 respectively
I. Material Approvals in relation to the Issue
For details regarding the approvals and authorisations obtained by our Company in relation to the
Issue, see “Other Regulatory and Statutory Disclosure – Authority for the Issue” on page 370.
II. Material approvals in relation to our Company
We require various approvals to carry on our business in India. We have received the following material
government and other approvals pertaining to our business:
A. Material approvals in relation to incorporation
1. Certificate of incorporation in the name of Advit Jewels Private Limited dated October 29, 2019,
issued by the RoC to our Company, with Corporate Identity Number (CIN)
U36910RJ2019PTC066804.
2. Fresh certificate of incorporation in the name of Advit Jewels Limited dated April 30, 2025, issued
by the RoC to our Company, consequent upon change of name of our Company, with Corporate
Identity Number (CIN) U36910RJ2019PLC066804.
3. The ISIN of the Company is INE1SJO01012.
B. Approval from Taxation Authorities
1. The Permanent Account Number of our Company is AASCA8740N.
2. The Tax Deduction Account Number of our Company is JPRA11773G.
3. The GST Registration Certificate, 08AASCA8740N1ZU, issued by Government of India for business
operations in Rajasthan.
4. The importer-exporter code (AASCA8740N), issued by the Office of the Joint Director General of
Foreign Trade at Jaipur, Ministry of Commerce and Industry, Government of India.
C. Labour and commercial approvals
1. Certificate issued by the Employees’ Provident Fund Organisation, Regional Office, under the
Employees’ Provident Fund and Miscellaneous Provisions Act, 1952.
2. Certificate issued by the Employees State Insurance Corporation, Regional Office, under the
Employees State Insurance Act, 1948.
3. Certificate issued by the Labour Department, Government of India under the Shop and Commercial
Establishments Acts, 1958.
D. Material Approvals in relation to our business
1. Registration and License to work as factory under the Factories Act, 1948, issued by Chief Inspector
of Factories and Boilers, Rajasthan for our manufacturing unit. This registration is valid till March 31,
2034.
Page 365 of 4652. Consent to operate under Water (Prevention & Control of Pollution) Act, 1974 and Air (Prevention &
Control of Pollution) Act, 1981, issued by Rajasthan State Pollution Control Board for our
manufacturing unit. This registration is valid till August 31, 2035.
3. Consent to establish under Water (Prevention & Control of Pollution) Act, 1974 and Air (Prevention &
Control of Pollution) Act, 1981, issued by Rajasthan State Pollution Control Board for our
manufacturing unit. This registration is valid till August 31, 2030.
4. Udyam Registration Certificate (Udyam Registration No: UDYAM-RJ-17-0240408) dated March 4,
2023, issued by Ministry of Micro, Small & Medium Enterprises, under the relevant provisions of
Micro, Small and Medium Enterprises Development Act, 2006, classified our Company as small
enterprise. Currently, the Company is classified as medium enterprise.
5. No objection certificate for fire safety issued by DC/EO/Commissioner, Jaipur Heritage, Rajasthan for
our manufacturing unit. This certificate is valid till April 14, 2027.
6. The Company has obtained the following certificates of verification for weighing instruments issued
by Legal Metrology Department, Rajasthan under the Legal Metrology Act, 2009 and the Rajasthan
Legal Metrology (Enforcement) Rules, 2011 for the weights and measures, which are as follows:
S. No. Certificate No. No. of machines Date of Expiry
1. 389780 1 October 13, 2026
2. 389779 4 October 13, 2026
3. 385075 6 September 23, 2026
4. 400764 1 December 02, 2026
5. 374878 3 July 30, 2026
6. 413210 1 January 20, 2027
7. ODOP (One District One Product) enterprise registration certificate in Rajasthan dated December 30,
2025, issued by the Industries and Commerce Department, Government of India
8. Certificate of registration for selling articles (gold jewellery and artefacts) with Hallmark dated April
22, 2025, issued by the Bureau of Indian Standards.
9. Legal Entity Identifier issued by the Legal Entity Identifier India Limited is 984500875369BE47C712.
This registration is valid till March 09, 2028.
E. Other Government Subsidy
1. Entitlement Certificate under RIPS-2022 bearing Certificate No.: RIPS2022/2024/5009647, under
the Rajasthan Investment Promotion Scheme, 2022 issued by the District Level Sanctioning
Committee (DLSC) for Company’s premises at A-4/2, A-4/4, Chomu House Sardar Patel Marg, Jaipur-
302001, Rajasthan, granting 75% exemption from stamp duty.
F. Other Approvals
1. Registration cum membership certificate issued by the Gem & Jewellery Export Promotion Council.
2. The Sanstha Aadhaar Number issued by Department of Statistics Directorate of Economics &
Statistics Rajasthan, Government of India is 8006540073000164.
III. Material approvals applied for but not received
As on the date of this Red Herring Prospectus, there are no material approvals which our Company has
applied for but have not been received.
IV. Material approvals expired and renewal to be applied for
As on the date of this Red Herring Prospectus, there are no material approvals of our Company that
have expired, and for which renewal is to be applied for.
V. Material approvals required but not obtained or applied for
As on the date of this Red Herring Prospectus, there are no material approvals which our Company
Page 366 of 465was required to obtain but which has not been obtained or been applied for.
G. Intellectual Property
Our Company owns the below-mentioned registered trademark that has been recently acquired from
our Promoter Group member, M/s Rambhajo’s, vide assignment deed dated August 26, 2025:
Application
S. No Nature of Registration/License Application No. Certificate No. Class Expiry Date
Date
Registration of Trade Mark (Device)*
1. 1858283 968046 14 03-09-2009 03-09-2029
Registration of Trade Mark (Device)
2. 7201707 3946865 14 27-08-2025 27-08-2035
*While the above-mentioned acquisition has been completed, and we have filed Form TM-P with the Trademark Registry for
recording the said assignment; however, the said form is pending approval of the Trademark Registry.
As of the date of this Red Herring Prospectus, our Company has applied for registration of a trademark,
that is our logo, with the Registrar of Trademarks under the Trademarks Act, 1999, the details of which
are as follows:
Nature of Registration/License
S. No. Application No. Class Application Date
Registration of Trade Mark (Device) –
1. 6878704 14 26-02-2025
For risk associated with intellectual property, see “Risk Factors No. 4 - Our Company has recently acquired
a registered trademark for brand name ‘Rambhajo’ from our Promoter Group member by way of
assignment, for which approval of form TM – P to record the said assignment is pending. Our Company
has also made application for registration of brand name ‘Advit’ which is pending. Any inability to
protect our brand, business processes or proprietary information may adversely affect our business,
financial condition and results of operations” on page 28-29.
Domain Name
Our Company has the domain name https://advitjewels.com/ and https://rambhajo.com/ registered
under its name. The domain name https://rambhajo.com/ has been acquired from our Promoter Group
entity, M/s Rambhajo’s vide Domain Name Assignment Agreement dated September 27, 2025. As per
the said assignment agreement, the domain name has been assigned in favour of our Company on a
perpetual basis.
Page 367 of 465OUR GROUP COMPANIES
Under the SEBI ICDR Regulations, the definition of ‘group companies’ includes (a) such companies (other
than the promoters and subsidiaries) with which there were related party transactions, during the period
for which financial information is disclosed, as covered under applicable accounting standards, and (b)
such other companies as are considered material by our Board.
Pursuant to a resolution dated September 12, 2025, our Board has noted that in accordance with the SEBI
ICDR Regulations, the Group Companies of our Company shall include (i) the companies (other than
the Company’s promoters and subsidiaries) with which there were related party transactions as per the
Ind AS 24 during any of the last three fiscal years in respect of which Restated Financial Statements are
included in the Offer Documents (“Relevant Period”), and (ii) other companies considered material
by the Board, identified as the group companies of our Company.
Accordingly, based on the above, as on the date of this Red Herring Prospectus, our Board has identified
the following companies as our Group Companies:
S. No. Name Registered Office
Rambhajo Buildcon Private Limited 379, Ram Bhawan Hanuman Ji Ka Rasta, Johari Bazar, Jaipur,
1
Rajasthan, India, 302003
Janak Nandini Buildwell Private Flat No. 201, Pearl Premier 4, Jamna Lal Bajaj Marg Nagar, Opp.
2 Limited Hotel Raj Mahal Palace, C-Scheme, Jaipur, Jaipur, Rajasthan, India,
302001
None of our group companies are listed on any Stock Exchanges in India or abroad. In accordance with
the SEBI ICDR Regulations certain financial information with respect to: (i) reserves (excluding revaluation
reserve); (ii) sales; (iii) profit after tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net
asset value in relation to our Group Companies for the previous three Fiscal Years, extracted from its
respective audited financial statements (as applicable) are available at the respective websites indicated
below. Such financial information of the Group Companies and other information provided on its website
does not constitute a part of this Red Herring Prospectus. Such information should not be considered as
part of information that any investor should consider before making any investment decision.
Further none of our Company, the BRLM, or any of the Company’s respective Directors, employees,
affiliates, associates, advisors, agents or representatives have verified the information available on the
websites indicated below:
S. No. Name Website
1. Rambhajo Buildcon Private Limited www.rambhajo.com
2. Janak Nandini Buildwell Private Limited www.rambhajo.com
NATURE AND EXTENT OF INTEREST OF OUR GROUP COMPANY
a) Interest in the promotion or formation of our Company
Our Group Companies have no interest in the promotion or formation of our Company.
b) Interest in the properties acquired or proposed to be acquired by our Company in the past three
years before filing of this Red Herring Prospectus
Our Group Companies have no interest in the properties acquired by our Company within the three
years preceding the date of filing this Red Herring Prospectus.
c) Interest in transactions for acquisition of land, construction of building and supply of machinery
Our Group Companies have no interest directly or indirectly, in any transaction for the acquisition of
land, construction of building or supply of machinery etc. by our Company.
Page 368 of 465LITIGATION
Except as stated in the chapter titled “Outstanding Litigations and Material Developments” beginning
on page 358, there are no pending litigations involving our Group Companies which may have a material
impact on our Company.
COMMON PURSUITS BETWEEN OUR GROUP COMPANY AND OUR COMPANY
There are no common pursuits amongst our Group Companies and our Company.
BUSINESS INTERESTS
Except in the ordinary course of business and as stated in “Restated Financial Information – Note 42
Related Parties Transactions” on page 307-309, none of our Group Companies have any business interest
in our Company.
UTILISATION OF ISSUE PROCEEDS
There are no material existing or anticipated transactions with our Group Companies in relation to
utilisation of the Issue Proceeds.
Page 369 of 465OTHER REGULATORY AND STATUTORY DISCLOSURES
AUTHORITY FOR THE ISSUE
➢ The Issue has been authorized by our Board pursuant to a board resolution passed at its meeting held
on September 10, 2025, and our Shareholders have authorized the Issue pursuant to a special
resolution passed at their meeting held on September 11, 2025.
➢ Our Board has approved the Draft Red Herring Prospectus pursuant to its resolution dated September
30, 2025.
➢ Our Board has approved the Red Herring Prospectus and Abridged Prospectus pursuant to its
resolution dated June 09, 2026.
➢ Our Board has approved the Prospectus pursuant to its resolution dated [●].
IN PRINCIPLE APPROVAL FROM THE STOCK EXCHANGE
Our Company has received In-Principal approvals from BSE and NSE for the listing of the Equity Shares
pursuant to letters dated December 30, 2025.
PROHIBITION BY SEBI, RBI OR OTHER GOVERNMENTAL AUTHORITIES
Our Company, our Promoters, our Directors, the members of the Promoter Group and the persons in
control of our Company are not prohibited from accessing or operating the capital markets and are not
debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any
securities market regulator in any jurisdiction or any other authority/court.
None of the companies with which our Promoters and Directors are associated with as promoters,
directors or persons in control have been debarred from accessing capital markets under any order or
direction passed by the SEBI or any other authorities.
Our Company, our Promoters, or our Directors have neither been declared as Wilful Defaulters nor as
Fraudulent Borrowers by any bank or financial institution or consortium thereof in accordance with the
guidelines on Wilful Defaulters or Fraudulent Borrowers issued by the RBI.
Our Promoters and Directors have not been declared as Fugitive Economic Offenders under Section 12 of
the Fugitive Economic Offenders Act, 2018. There are no outstanding warrants, options or rights to
convert debentures, loans or other convertible instruments into, or which would entitle any person, any
option to receive Equity Shares, as on the date of this Red Herring Prospectus.
Other confirmations
There are no findings or observations from any of the inspections by SEBI or any other regulatory body in
relation to our Company which are material and need to be disclosed, or non-disclosure of which may
have a bearing on the investment decisions of Bidders, except as disclosed in this Red Herring Prospectus.
There are no conflicts of interest between suppliers of raw materials and third-party service providers
crucial for the operations of our Company, and Promoters, Directors, Promoter Group, Key Managerial
Personnel, or Group Companies and its directors.
There are no conflicts of interest between lessors of immovable properties crucial for the operations of
our Company, and our Company, Promoters, Directors, Promoter Group, Key Managerial Personnel, or
Group Companies and its directors.
Page 370 of 465There have been no inspections of our Company by SEBI or any other regulatory authority governing the
operations of the Company.
COMPLIANCE WITH THE COMPANIES (SIGNIFICANT BENEFICIAL OWNERSHIP) RULES, 2018
Each of our Company, our Promoters and the members of the Promoter Group, severally and not jointly,
confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, as
amended, to the extent applicable thereto in respect of its respective holding in our Company, as on the
date of this Red Herring Prospectus.
DIRECTORS ASSOCIATED WITH THE SECURITIES MARKET
We confirm that none of our directors are, in any manner, associated with the securities market except
for trading on day-to-day basis for the purpose of investment and there is no outstanding action initiated
by SEBI against any of our directors in the five years preceding the date of this Red Herring Prospectus.
ELIGIBILITY FOR THE ISSUE
Our Company is eligible for the Issue in accordance with Regulation 6(1) of the SEBI ICDR Regulations, and
is in compliance with the conditions specified therein in the following manner:
• Our Company has had net tangible assets of at least ₹ 300 Lakh, calculated on a restated basis, in
each of the preceding three full years (of 12 months each), of which more than fifty percent are held
in monetary assets for fiscal year ended March 31, 2025. However, the Company has made firm
commitments to utilize such excess monetary assets in its business or projects;
• Our Company has an average operating profit of at least ₹ 1,500 Lakh, calculated on a restated basis,
during the preceding three years (of 12 months each), with operating profit in each of these
preceding three years;
• Our Company has a net worth of at least ₹ 100 Lakh in each of the preceding three full years (of 12
months each), calculated on a restated basis; and
• Our Company has not changed its name in the last one year, other than the deletion of word “Private”
from the name of our Company pursuant to conversion to a public limited company. Our Company
has not undertaken any new activity pursuant to such change in name.
Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible
assets, average operating profits and net worth, derived from the Restated Financial Information included
in this Red Herring Prospectus for the last three Fiscal Year ended March 31, 2025, March 31, 2024 and
March 31, 2023 are set forth below:
(₹ in lakh, unless otherwise stated)
As at and for the Fiscal Years ended on
Particulars March 31, March 31, March 31,
2025 2024 2023
Net tangible assets, as restated1 5,809.97 3,280.00 1,807.31
Monetary assets, as restated2 263.17 385.12 257.39
Monetary assets, as a percentage of net tangible assets, as restated 4.53% 11.74% 14.24%
Operating Profit, as restated3 3,714.67 1,895.17 1,277.43
Net worth, as restated4 5,813.42 3,280.29 1,807.82
* Pursuant to CA certificate issued by our Statutory and Peer Review Auditor, M/s Keyur Shah and Associates dated
September 22, 2025.
1. Net tangible assets’ means the sum of all net assets of the Company excluding intangible assets as defined in Ind AS 38,
deferred tax assets as defined in Ind AS 12 and Right of Use of Asset as defined in Ind AS 116, as per the Indian Accounting
Standards (Ind AS) issued by the Institute of Chartered Accountants of India.
2. ‘Monetary assets’ is the aggregate of cash in hand, investments, balance with bank in current and deposit accounts,
except earmarked Fixed Deposit Accounts lien for securing borrowing facilities availed from scheduled commercial banks
and other financial institutions.
3. ‘Operating profit’ has been calculated as restated profit before finance costs, other income, exceptional item and tax
Page 371 of 465expenses, each on a restated basis.
4. ‘Net worth' means the aggregate value of the paid-up share capital of our Company and all reserves created out of
profits and securities premium account and debit or credit balance of profit and loss account, as per the restated statement
of assets and liabilities of our Company in the Restated Financial Information.
Our Company has operating profits in each of Fiscal Years 2025, 2024 and 2023 in terms of our Restated
Financial Information.
Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI
ICDR Regulations, to the extent applicable, and will ensure compliance with the conditions specified in
Regulation 7(2) of the SEBI ICDR Regulations, to the extent applicable. Further, our Company confirms
that it is not ineligible to make the issue in terms of Regulation 5 of the SEBI ICDR Regulations, to the
extent applicable.
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that
the number of Allottees under the Issue shall be not less than 1,000, failing which, the entire application
money will be refunded forthwith in accordance with the SEBI ICDR Regulations and other applicable laws.
The details of our compliance with Regulation 5 and Regulation 7(1) of the SEBI ICDR Regulations, to the
extent applicable, are as follows:
(a) None of our Company, our Promoters, members of our Promoter Group and our Directors are
debarred from accessing the capital markets by SEBI.
(b) None of our Promoters or our Directors are associated as promoters or directors of companies which
are debarred from accessing the capital markets by SEBI.
(c) None of our Company, our Promoters or Directors are Wilful Defaulters or a Fraudulent Borrowers.
(d) None of our Promoters or Directors has been declared a Fugitive Economic Offender in accordance
with Section 12 of the Fugitive Economic Offenders Act, 2018.
(e) There are no outstanding convertible securities of our Company or any other right which would
entitle any person with any option to receive Equity Shares of the Company as on the date of filling
of this Red Herring Prospectus.
(f) Our Company along with the Registrar to our Company, have entered into tripartite agreements,
dated July 25, 2025 and July 10, 2025 with NSDL and CDSL, for dematerialization of the Equity Shares;
(g) The Equity Shares of our Company held by the Promoters, the promoter group, the selling
shareholders, the directors, the key managerial personal, the senior management, qualified
institutional buyer(s), employees, shareholders holding SR shares, entities regulated by financial
sector regulators etc are in the dematerialized form; and
(h) There is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the
SEBI ICDR Regulations through verifiable means towards at least 75% of the stated means of finance.
(i) The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of
filing of this Red Herring Prospectus.
(j) Our company has filed application with two stock exchanges to seek an in-principal approval for
listing of its equity shares on such stock exchanges and will designate any one of them as designate
stock exchange in terms of Schedule XIX.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS RED HERRING PROSPECTUS TO SEBI
SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR
APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS
OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE
CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGER, HOLANI CONSULTANTS PRIVATE LIMITED, HAVE
CERTIFIED THAT THE DISCLOSURES MADE IN THIS RED HERRING PROSPECTUS ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE
OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018. THIS REQUIREMENT IS TO
Page 372 of 465FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE
PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE
FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS RED
HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGER ARE EXPECTED TO EXERCISE DUE
DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGE ITS RESPONSIBILITY ADEQUATELY IN THIS
BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER, BEING HOLANI
CONSULTANTS PRIVATE LIMITED HAS FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED
SEPTEMBER 30, 2025 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V (FORM A) OF THE SECURITIES
AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2018.
THE FILING OF THIS RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM
ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING SUCH
STATUTORY AND/OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED
ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK
RUNNING LEAD MANAGER, ANY IRREGULARITIES OR LAPSES IN THIS RED HERRING PROSPECTUS.
Note:
All legal requirements pertaining to the issue are complied with at the time of filing/registration of the
Red Herring Prospectus with the Registrar of Companies in terms of Section 32 of the Companies Act,
2013. All legal requirements pertaining to the issue will be complied with at the time of filing of the
Prospectus with the Registrar of Companies in terms of sections 26, 32, 33(1) and 33(2) of the Companies
Act, 2013.
DISCLAIMER CLAUSE OF BSE
“BSE Limited (“the Exchange”) has vide its letter dated December 30, 2025, permission to “Advit Jewels
Limited” to use its name in the Offer Document as one of the Stock Exchanges on which the Company’s
securities are proposed to be listed. BSE has scrutinized this offer document for its limited internal
purpose of deciding on the matter of granting the aforesaid permission to the Company. BSE does not
in any manner:
i. warrant, certify or endorse the correctness or completeness of any of the contents of this offer
document; or
ii. warrant that the Company’s securities will be listed or will continue to be listed on the Exchange; or
iii. take any responsibility for the financial or other soundness of this Company, its promoters, its
management or any scheme or project of this Company.
and it should not for any reason be deemed or construed that this offer document has been cleared or
approved by the Exchange. Every person who desires to apply for or otherwise acquires any securities
of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not
have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such
person consequent to or in connection with such subscription/acquisition whether by reason of
anything stated or omitted to be stated herein or for any other reason whatsoever.”
DISCLAIMER CLAUSE OF NSE
As required, a copy of this Offer Document has been submitted to National Stock Exchange of India
Limited (hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/6255 dated
December 30, 2025, permission to the Issuer to use the Exchange’s name in this Offer Document as one
of the Stock Exchanges on which this Issuer’s securities are proposed to be listed. The Exchange has
scrutinized this draft offer document for its limited internal purpose of deciding on the matter of
Page 373 of 465granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid
permission given by NSE should not in any way be deemed or construed that the offer document has
been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness
or completeness of any of the contents of this offer document; nor does it warrant that this Issuer’s
securities will be listed or will continue to be listed on the Exchange; nor does it take any responsibility
for the financial or other soundness of this Issuer, its promoters, its management or any scheme or
project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so
pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in
connection with such subscription /acquisition whether by reason of anything stated or omitted to be
stated herein or any other reason whatsoever.
DISCLAIMER FROM OUR COMPANY, OUR DIRECTORS AND THE BRLM
Our Company, our directors and the BRLM accept no responsibility for statements made otherwise than
in this Red Herring Prospectus or in the advertisements or any other material issued by or at our
Company’s instance and anyone placing reliance on any other source of information, including our
Company’s website, www.rambhajo.com, or the website of the Promoter Group, or any affiliate of our
Company and Group Companies, would be doing so at his or her own risk.
All information shall be made available by our Company and the BRLM to the applicants and public and
investors at large and no selective or additional information would be available for a section of the
investors in any manner whatsoever, including at road show presentations, in research or sales reports,
at collection centres or elsewhere.
None among our Company or any member of the Syndicate is liable for any failure in (i) Uploading the
bids due to faults in any software/hardware system or otherwise, or (ii) the blocking of the bid amount in
the ASBA account on receipt of instructions from the Sponsor bank on the account of any errors, omissions
or non-compliance by various parties involve, or any other fault, malfunctioning, breakdown or otherwise,
in the UPI mechanism.
Note:
Prospective investors who apply in the Issue will be required to confirm and will be deemed to have
represented to our Company, Underwriters, BRLM and their respective directors, officers, agents,
affiliates, and representatives that they are eligible under all applicable laws, rules, regulations,
guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge, or transfer the
Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines
and approvals to acquire the Equity Shares.
The BRLM and their associates and affiliates in their capacity as principals or agents may engage in
transactions with, and perform services for, our Company, our Promoters, members of the Promoter
Group, and their respective directors and officers, group companies, affiliates or associates or third parties
in the ordinary course of business and have engaged, or may in the future engage, in commercial banking
and investment banking transactions with our Company, its directors, the Promoters, officers, agents, and
their respective group company, affiliates or associates or third parties, for which they have received, and
may in the future receive, compensation. As used herein, the term ‘affiliate’ means any person or entity
that controls or is controlled by or is under common control with another person or entity.
DISCLAIMER IN RESPECT OF JURISDICTION
Any dispute arising out of the Issue will be subject to the jurisdiction of appropriate court(s) in Jaipur,
Rajasthan, only.
Page 374 of 465The Issue is being made in India to persons resident in India (including Indian nationals resident in India
who are competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies
and societies registered under the applicable laws in India and authorized to invest in equity shares,
domestic Mutual Funds registered with the SEBI, Indian financial institutions, commercial banks, regional
rural banks, co-operative banks (subject to RBI permission), or trusts under applicable trust law and who
are authorised under their constitution to hold and invest in shares, state industrial development
corporations, permitted insurance companies registered with IRDAI, public financial institutions as
specified in Section 2(72) of the Companies Act, 2013, permitted provident funds (subject to applicable
law) and pension funds, National Investment Fund, permitted insurance companies, insurance funds set
up and managed by the army and navy or air force of Union of India and insurance funds set up and
managed by the Department of Posts, India, systemically important NBFCs registered with the RBI and
permitted Non-Residents including FPIs and Eligible NRIs, AIFs and other eligible foreign investors, if any,
provided that they are eligible under all applicable laws and regulations to purchase the Equity Shares.
This Red Herring Prospectus does not constitute an offer to sell or an invitation to subscribe or to purchase
the Equity Shares offered hereby, in any jurisdiction, including India to any person to whom it is unlawful
to make an offer or invitation in such jurisdiction. Invitations to subscribe to or purchase the Equity Shares
in the Issue will be made only pursuant to the Red Herring Prospectus if the recipient is in India or the
preliminary offering memorandum for the Issue, which comprises the Red Herring Prospectus and the
preliminary international wrap for the Issue, if the recipient is outside India. No person outside India is
eligible to Bid for Equity Shares in the Issue unless that person has received the preliminary offering
memorandum for the Issue, which contains the selling restrictions for the Issue outside India.
Any person into whose possession this Red Herring Prospectus comes is required to inform him or herself
about, and to observe, any such restrictions.
Neither the delivery of this Red Herring Prospectus or any Offer for Sale thereunder shall, under any
circumstances, create any implication that there has been no change in the affairs of our Company from
the date thereof or that the information contained herein is correct as of any time subsequent to this
date.
ELIGIBILITY AND TRANSFER RESTRICTIONS
The Equity Shares have not been and will not be registered under the United States Securities Act of
1933, as amended (the “U.S. Securities Act”) or any other applicable law of the United States, and,
unless so registered, may not be offered or sold within the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities
Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold
only (a) to persons in the United States who are “qualified institutional buyers” (as defined in Rule 144A
under the U.S. Securities Act and referred to in this Red Herring Prospectus as “U.S. QIBs” and, for the
avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined
under applicable Indian regulations and referred to in this Red Herring Prospectus as QIBs) in
transactions exempt from or not subject to the registration requirements of the U.S. Securities Act in
reliance on Rule 144A and (b) outside the United States in “offshore transactions” (as defined in
Regulation S) in reliance on Regulation S and the applicable laws of the jurisdiction where those offers
and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made, by persons in any
such jurisdiction except in compliance with the applicable laws of such jurisdiction.
Until the expiry of 40 days after the commencement of this Issue, an offer or sale of Equity Shares within
the United States by a dealer (whether or not it is participating in this Issue) may violate the registration
requirements of the U.S. Securities Act unless made pursuant to Rule 144A or Regulation S under the
Page 375 of 465U.S. Securities Act or another available exemption from or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and in accordance with applicable state securities laws in the
United States.
The Equity Shares are being offered:
i. in the United States to U.S. QIBs, in transactions exempt from or not subject to the registration
requirements of the U.S. Securities Act in reliance on Rule 144A; and
ii. outside the United States in “offshore transactions” in reliance on Regulation S under the U.S.
Securities Act and the applicable laws of the jurisdiction where those offers and sales occur;
and in each case to investors who are deemed to have made the representations set forth immediately
below.
Equity Shares offered and sold within the United States
Each purchaser that is acquiring the Equity Shares offered pursuant to this Issue within the United States,
by its acceptance of the Red Herring Prospectus and of the Equity Shares, will be deemed to have
acknowledged, represented to and agreed with our Company and the BRLM that it has received a copy of
the Red Herring Prospectus and such other information as it deems necessary to make an informed
investment decision and that:
1. the purchaser is authorized to consummate the purchase of the Equity Shares offered pursuant to
this Issue in compliance with all applicable laws and regulations;
2. the purchaser acknowledges that the Equity Shares offered pursuant to this Issue have not been and
will not be registered under the U.S. Securities Act or with any securities regulatory authority of any
state of the United States and accordingly may not be offered or sold within the United States except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the U.S. Securities Act;
3. the purchaser (i) is a U.S. QIB, (ii) is aware that the sale to it is being made in a transaction exempt
from or not subject to the registration requirements of the U.S. Securities Act, and (iii) is acquiring
such Equity Shares for its own account or for the account of a U.S. QIB with respect to which it
exercises sole investment discretion;
4. the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;
5. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity
Shares, or any economic interest therein, such Equity Shares or any economic interest therein may
be offered, sold, pledged or otherwise transferred only (A) (i) to a person whom the beneficial owner
and/or any person acting on its behalf reasonably believes is a U.S. QIB in a transaction meeting the
requirements of Rule 144A under the U.S. Securities Act or (ii) in an “offshore transaction” complying
with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act and (B) in accordance with all
applicable laws, including the securities laws of the states of the United States. The purchaser
understands that the transfer restrictions will remain in effect until our Company determines, in its
sole discretion, to remove them;
6. the Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S.
Securities Act and no representation is made as to the availability of the exemption provided by Rule
144 for resales of any such Equity Shares;
7. the purchaser will not deposit or cause to be deposited such Equity Shares into any depositary receipt
facility established or maintained by a depositary bank other than a Rule 144A restricted depositary
receipt facility, so long as such Equity Shares are “restricted securities” within the meaning of Rule
144(a)(3) under the U.S. Securities Act;
8. the purchaser agrees that neither the purchaser, nor any of its affiliates, nor any person acting on
behalf of the purchaser or any of its affiliates, will make any “directed selling efforts” as defined in
Regulation S under the U.S. Securities Act in the United States with respect to the Equity Shares or
any “general solicitation” or “general advertising” (as defined in Regulation D under the U.S.
Securities Act) in the United States in connection with any offer or sale of the Equity Shares;
Page 376 of 4659. the purchaser understands that such Equity Shares (to the extent they are in certificated form),
unless our Company determine otherwise in accordance with applicable law, will bear a legend
substantially to the following effect:
THIS EQUITY SHARES REPRESENTED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (1) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A TO A U.S. QIB THAT IS ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A U.S. QIB, (2) IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN RELIANCE
ON, REGULATION S UNDER THE U.S. SECURITIES ACT (AND NOT IN A PRE-ARRANGED TRANSACTION
RESULTING IN THE RESALE OF SUCH SECURITY IN THE UNITED STATES), IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
10. the Company will not recognize any offer, sale, pledge or other transfer of such Equity Shares made
other than in compliance with the above-stated restrictions; and
11. the purchaser acknowledges that our Company, the BRLM, their respective affiliates and others will
rely upon the truth and accuracy of the foregoing acknowledgements, representations and
agreements and agrees that, if any of such acknowledgements, representations and agreements
deemed to have been made by virtue of its purchase of such Equity Shares are no longer accurate, it
will promptly notify the Company and the BRLM, and if it is acquiring any of such Equity Shares as a
fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with
respect to each such account and that it has full power to make the foregoing acknowledgements,
representations and agreements on behalf of such account.
All Other Equity Shares offered and Sold in this Issue
Each purchaser that is acquiring the Equity Shares sold pursuant to this Issue outside the United States,
by a declaration included in the Bid cum Application Form and its acceptance of this Red Herring
Prospectus and of the Equity Shares sold pursuant to this Issue, will be deemed to have acknowledged,
represented to and agreed with the Company and the BRLM that it has received a copy of this Red Herring
Prospectus and such other information as it deems necessary to make an informed investment decision
and that:
1. the purchaser is authorised to consummate the purchase of the Equity Shares offered pursuant to
this Issue in compliance with all applicable laws and regulations;
2. the purchaser acknowledges that the Equity Shares issued pursuant to this Issue have not been and
will not be registered under the U.S. Securities Act or with any securities regulatory authority of any
state of the United States and accordingly may not be offered or sold within the United States except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the U.S. Securities Act;
3. the purchaser is purchasing the Equity Shares issued pursuant to this Issue in an “offshore
transaction” meeting the requirements of Rule 903 of Regulation S under the U.S. Securities Act;
4. the purchaser is not purchasing the Equity Shares as a result of any “directed selling efforts” (as such
term is defined in Rule 902 of Regulation S under the U.S. Securities Act);
5. the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the
Equity Shares issued pursuant to this Issue, was located outside the United States at each time (i) the
offer was made to it and (ii) when the buy order for such Equity Shares was originated, and continues
to be located outside the United States and has not purchased such Equity Shares for the account or
benefit of any person in the United States or entered into any arrangement for the transfer of such
Equity Shares or any economic interest therein any person in the United States;
6. the purchaser is not an affiliate of the Company or a person acting on behalf of an affiliate;
7. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity
Shares, or any economic interest therein, such Equity Shares or any economic interest therein may
be offered, sold, pledged or otherwise transferred only (A) (i) to a person whom the beneficial owner
Page 377 of 465and/or any person acting on its behalf reasonably believes is a U.S. QIB in a transaction meeting the
requirements of Rule 144A under the U.S. Securities Act or (ii) outside the United States in an offshore
transaction complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act and (B)
in accordance with all applicable laws, including the securities laws of the states of the United States.
The purchaser understands that the transfer restrictions will remain in effect until the Company
determines, in its sole discretion, to remove them;
8. the purchaser agrees that neither the purchaser, nor any of its affiliates, nor any person acting on
behalf of the purchaser or any of its affiliates, will make any “directed selling efforts” as defined in
Regulation S under the U.S. Securities Act in the United States with respect to the Equity Shares;
9. the purchaser understands that such Equity Shares (to the extent they are in certificated form),
unless our Company determine otherwise in accordance with applicable law, will bear a legend
substantially to the following effect:
THE EQUITY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933 (THE “U.S. SECURITIES ACT”) OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES
AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A
PERSON WHOM THE SELLER OR ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE U.S.
SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
U.S. SECURITIES ACT, OR (2) IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN RELIANCE
ON, REGULATION S UNDER THE U.S. SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
10. the purchaser agrees, upon a proposed transfer of the Equity Shares, to notify any purchaser of such
Equity Shares or the executing broker, as applicable, of any transfer restrictions that are applicable
to the Equity Shares being sold;
11. the Company will not recognize any offer, sale, pledge or other transfer of such Equity Shares made
other than in compliance with the above-stated restrictions; and
12. the purchaser acknowledges that our Company, the BRLM, their respective affiliates and others will
rely upon the truth and accuracy of the foregoing acknowledgements, representations and
agreements and agrees that, if any of such acknowledgements, representations and agreements
deemed to have been made by virtue of its purchase of such Equity Shares are no longer accurate, it
will promptly notify our Company and the BRLM, and if it is acquiring any of such Equity Shares as a
fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with
respect to each such account and that it has full power to make the foregoing acknowledgements,
representations and agreements on behalf of such account.
The Company, the BRLM and their affiliates, and others will rely upon the truth and accuracy of the
foregoing representations, acknowledgements and agreements.
Bidders were advised to ensure that any Bid from them would not have exceeded the investment limits
or the maximum number of Equity Shares that could be held by them under applicable law. Further,
each Bidder where required agreed in the Allotment Advice that such Bidder will not sell or transfer any
Equity Shares or any economic interest therein, including any off-shore derivative instruments, such as
participatory notes, issued against the Equity Shares or any similar security, other than pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities
Act.
LISTING
The Equity Shares offered pursuant to the Red Herring Prospectus and the Prospectus are proposed to be
listed on BSE and NSE. BSE Limited will be the Designated Stock Exchange with which the Basis of
Allotment will be finalized. Applications will be made to BSE and NSE for obtaining their permission for
the listing and trading of the Equity Shares.
Page 378 of 465If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock
Exchanges, our Company shall forthwith repay, without interest, all monies received from the applicants
in pursuance of the Red Herring Prospectus in accordance with applicable law. Our Company shall ensure
that all steps for the completion of the necessary formalities for listing and commencement of trading of
the Equity Shares at the Stock Exchanges are taken within three Working Days from the Bid/Issue Closing
Date or within such other period as may be prescribed.
If our Company does not Allot the Equity Shares within such time as prescribed by SEBI/ three Working
Days from the Issue Closing Date or within such timeline as prescribed by SEBI, all amounts received in
the Public Issue Accounts will be transferred to the Refund Account and it shall be utilised to repay,
without interest, all monies received from Applicants, failing which interest shall be due to be paid to the
Applicants as prescribed under applicable law.
CONSENTS
Consents in writing of each of Our Directors, our Company Secretary and Compliance Officer, our
Statutory Auditors, Peer Review Auditor, Chartered Engineer, legal counsel to the Company, Banker to
our Company, the Book Running Lead Manager, the Registrar to the Issue, and D&B have been obtained;
and consents in writing of the Syndicate Members, Public Issue Account Bank, Sponsor Banks, Escrow
Collection Bank(s) and Refund Bank(s) to act in their respective capacities, will be obtained and filed along
with a copy of the Red Herring Prospectus with the RoC as required under the Companies Act and such
consents shall not be withdrawn up to the time of filing of the Red Herring Prospectus with the RoC.
EXPERT OPINION
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated August 25, 2025 from M/s Keyur Shah and Associates,
Chartered Accountants to include their name as required under the Companies Act, 2013 read with SEBI
ICDR Regulations, in this Red Herring Prospectus and as an “expert” as defined under section 2(38) of the
Companies Act, 2013 to the extent and in their capacity as our Statutory Auditor, and in respect of their
examination report, dated April 22, 2026 on our Restated Financial Information, and such consents have
not been withdrawn as on the date of this Red Herring Prospectus. However, the term “expert” and
consent thereof shall not be construed to mean an “expert” or consent as defined under the U.S.
Securities Act.
Our Company has also received written consent dated September 11, 2025 from M/s Keyur Shah and
Associates, Chartered Accountants to include their name as required under the Companies Act, 2013 read
with SEBI ICDR Regulations, in this Red Herring Prospectus and as an “expert” as defined under section
2(38) of the Companies Act, 2013 in respect of their report dated May 05, 2026 on the Statement of
Special Tax Benefits in this Red Herring Prospectus, and such consent has not been withdrawn as on the
date of this Red Herring Prospectus. However, the term “expert” and consent thereof shall not be
construed to mean an “expert” or consent as defined under the U.S. Securities Act.
In addition our Company has also received written consent dated August 31, 2025, from Mr. Pawan Sut
Sharma, as chartered engineer in respect of his certificate dated December 31, 2025 on the Company’s
manufacturing capacity and its utilization at all the manufacturing facilities,and written consent dated
April 04, 2025 from Lokesh Kumar Kasliwal, Govt Approved Valuer for Gem stones and jewellery in
respect of his certificate dated January 08, 2026 on the stock valuation, to include their name as required
under the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus and as an
“expert” as defined under section 2(38) of the Companies Act, 2013 and such consent has not been
withdrawn as on the date of this Red Herring Prospectus. However, the term “expert” and consent thereof
shall not be construed to mean an “expert” or consent as defined under the U.S. Securities Act.
Page 379 of 465PREVIOUS RIGHTS AND PUBLIC OFFERS DURING THE LAST FIVE YEARS
We have not made any previous rights and/or public offers during the last five (5) years and are an
“Unlisted Issuer” in terms of the SEBI (ICDR) Regulations and this Issue is an “Initial Public Offering” in
terms of the SEBI (ICDR) Regulations.
COMMISSION AND BROKERAGE PAID ON PREVIOUS OFFERS OF OUR EQUITY SHARES IN LAST FIVE
YEARS
Since this is the Initial Public Offer of the Company, no sum has been paid or has been payable as
commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of
the Equity Shares since inception of the Company.
DETAILS OF PUBLIC/RIGHTS ISSUES BY LISTED GROUP COMPANIES, SUBSIDIARIES AND ASSOCIATE IN
THE LAST THREE YEARS
Neither our Company, any of our Group Companies, or Associates have neither undertaken any capital
Issue or any public or rights Issue in the last three years nor listed or have made any application for listing
on any stock exchange in India or overseas preceding date of filing this Red Herring Prospectus.
UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION PAID ON PREVIOUS ISSUES OF
THE EQUITY SHARES IN THE LAST FIVE YEARS
Since this is the Initial Public Offer of Equity Shares, no sum has been paid or is payable as commission or
brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares
in our Company since incorporation.
CAPITAL ISSUE DURING THE PREVIOUS THREE YEARS BY OUR COMPANY AND/OR LISTED GROUP
COMPANIES OF OUR COMPANY
For details in relation to the capital issuances by our Company since incorporation, see “Capital Structure
- Notes to the Capital Structure” on page 99. Further we do not have any listed group company.
PERFORMACE VIS-À-VIS OBJECTS - PUBLIC/ RIGHTS ISSUE OF OUR COMPANY
Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, and this Issue is an “Initial
Public Offering” in terms of the SEBI (ICDR) Regulations. Our Company has not made any public or rights
issue (as defined under the SEBI ICDR Regulations) during the five years preceding the date of this Red
Herring Prospectus. Therefore, data regarding performance is not applicable to us.
PERFORMANCE VIS-À-VIS OBJECTS – PUBLIC/ RIGHTS ISSUE OF THE LISTED PROMOTERS/LISTED
SUBSIDIARIES OF OUR COMPANY
As on the date of this Red Herring Prospectus, our Company does not have any subsidiary Company.
Further, as on the date of this Red Herring Prospectus, our Company does not have a corporate promoter.
Page 380 of 465PRICE INFORMATION OF PAST ISSUES HANDLED BY THE BOOK RUNNING LEAD MANAGERS
Holani Consultants Private Limited, our Book Running Lead Manager, has been issued a certificate of registration dated
31st January 2018 by SEBI as Merchant Banker Category 1 with registration no. INM000012467. Given below is the
statement on price information of past issues handled by Holani Consultants Private Limited.
TABLE 1: DISCLOSURE OF PRICE INFORMATION OF PAST ISSUES (DURING CURRENT FINANCIAL YEAR AND TWO
FINANCIAL YEARS PRECEDING THE CURRENT FINANCIAL YEAR) HANDLED BY HOLANI CONSULTANTS PRIVATE LIMITED,
DOLAT FINSERV PRIVATE LIMITED AND SHANNON ADVISORS PRIVATE LIMITED
1. HOLANI CONSULTANTS PRIVATE LIMITED
+/-% change in closing +/- % change in closing +/- % change in closing
Opening price, [+/- % change in price, [+/- % change in price, [+/- % change in
Sr. Issue Size Issue
Issuer Name Listing Date Price on closing benchmark]- closing benchmark] closing benchmark]-
No. (₹ In Lakh) Price (₹)
listing date 30th calendar days from 90th calendar days 180th calendar days
listing from listing from listing
A. SME Issues
Rajputana Industries 11.28% 16.23% 15.63%
1. 2388.30 38/- August 06, 2024 72.00/-
Limited [4.80%] [0.01%] [-3.95%]
Brace Port Logistics -35.15% -29.51% -53.32%
2. 2,440.96 80/- August 26, 2024 152.00/-
Limited [4.82%] [-4.41%] [-8.86%]
Current Infraprojects September 03, -9.66% -6.22% -7.23%
3. 4,180.48 80/- 152.00/-
Limited 2025 [0.49%] [5.91%] [-11.05%]
19.83% 30.34% 13.13%
4. Infinity Infoway Limited 2,442.80 155/- October 08, 2025 294.50/-
[1.88%] [4.48] [-10.34%]
Shyam Dhani Industries December 30, -41.42% -62.62%
5. 3,848.90 70/- 133.00/- N.A.
Limited 2025 [-2.00%] [-87.45%]
B. Main Board Issues
KRN Heat Exchanger and -2.28% 46.31% 80.48%
6. 34,194.60 220/- October 03, 2024 470/-
Refrigeration Limited [-3.75%] [-5.97%] [-8.26%]
he shares price data is from: www.bseindia.com and www.nseindia.com
TABLE 2: SUMMARY STATEMENT OF DISCLOSURE
No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at
Total amount of discount- 30th calendar days premium- 30th calendar days discount- 180th calendar days premium- 180th calendar days
Financial Total no.
funds raised from listing from listing from listing from listing
Year of IPO
(₹ In Lakh) Between Less than Between Less than Between Less than Between Less than
Over 50% Over 50% Over 50% Over 50%
25-50% 25% 25-50% 25% 25-50% 25% 25-50% 25%
2024 - 25 3 39,023.86 Nil 1 1 Nil Nil 1 1 Nil Nil 1 Nil 1
2025 - 26 3 10,472.18 Nil 1 1 Nil Nil 1 Nil Nil 1 Nil Nil 1
2026 - 27 - - - - - - - - - - - - - -
Note:
1) Benchmark Index considered as Sensex 30 Index and Nifty 50 Index.
2) Prices on NSE/BSE are considered for all of the above calculations.
3) In case 30th/90th/180th day is a holiday, closing price on NSE/BSE of the previous trading day has been considered.
4) In case 30th/90th/180th day, scrips are not traded then closing price on NSE/BSE of the previous trading day has been considered.
TRACK RECORD OF PAST ISSUES HANDLED BY THE BRLM
For details regarding the track record of the BRLM, as specified in the SEBI circular dated January 10, 2012,
bearing reference number CIR/MIRSD/1/2012, see the websites of the BRLM, as provided in the table
below.
S. No. Name of the BRLM Website QR Code to access the track records
Holani Consultants
1. www.holaniconsultants.co.in
Private Limited
STOCK MARKET DATA OF EQUITY SHARES
This being an initial public offer of the Equity Shares of our Company, the Equity Shares are not listed on
any stock exchange and accordingly, no stock market data is available for the Equity Shares.
MECHANISM FOR INVESTOR GRIEVANCES AND REDRESSAL SYSTEM
The agreement between the Registrar to the Issue and our Company provides for retention of records
Page 381 of 465with the Registrar to the Issue for a period of at least eight years from the last date of listing and
commencement of trading of the Equity Shares on the Stock Exchanges or any such period as prescribed
under the applicable laws, to enable the investors to approach the Registrar to the Issue for redressal
of their grievances. The Registrar to the Issue shall obtain the required information from SCSBs for
addressing any clarifications or grievances of ASBA Bidders.
Investors can contact our Company Secretary and Compliance Officer or the Registrar to the Issue in
case of any Pre-Issue or Post-Issue related problems such as non-receipt of letters of Allotment, non-
credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund intimations
and non-receipt of funds by electronic mode, etc.
All Issue related grievances other than that of Anchor Investors, may be addressed to the Registrar to the
Issue with a copy to the relevant Designated Intermediary to whom the Bid cum Application Form was
submitted. The Bidder should give full details such as name of the sole or First Bidder, Bid cum
Application Form number, Bidder’s DP ID, Client ID, PAN, date of the submission of Bid cum Application
Form, address of the Bidder, number of the Equity Shares applied for and the name and address of the
Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and ASBA
Account number in which the amount equivalent to the Bid Amount was blocked or UPI ID (for UPI
Bidders who make the payment of Bid Amount). The Registrar to the Issue shall obtain the required
information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders. Further, the
Bidder shall enclose the Acknowledgment Slip or the application number from the Designated
Intermediary in addition to the documents or information mentioned hereinabove.
All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock
Exchanges with a copy to the Registrar to the Issue.
All grievances of the Anchor Investors may be addressed to the Registrar to the Issue, giving full details
such as the name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID,
PAN, date of the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied
for, Bid Amount paid on submission of the Bid cum Application Form and the name and address of the
BRLM with whom the Bid cum Application Form was submitted by the Anchor Investor.
In terms of SEBI ICDR Master Circular and subsequent circulars, any ASBA Bidder whose Bid has not been
considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal
of the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs
are required to resolve these complaints within 15 days, failing which the concerned SCSB would have
to pay interest at the rate of 15% per annum for any delay beyond this period of 15 days.
Further, in terms of SEBI ICDR Master Circular read with the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent not rescinded by the SEBI ICDR
Master Circular), the payment of processing fees to the SCSBs shall be undertaken pursuant to an
application made by the SCSBs to the BRLM, and such application shall be made only after (i) unblocking
of application amounts for each application received by the SCSB has been fully completed, and (ii)
applicable compensation relating to investor complaints has been paid by the SCSB.
In case of any delay in unblocking of amounts in the ASBA Accounts exceeding two Working Days from
the Bid/Issue Closing Date, the Bidder shall be compensated by the intermediary responsible for causing
such delay in unblocking in accordance with applicable law. Further, investors shall be entitled to
compensation in the manner specified in the SEBI ICDR Master Circular in case of delays in resolving
investor grievances in relation to blocking/unblocking of funds. The BRLM, in their sole discretion, identify
and fix the liability on such intermediary or entity responsible for such delay in unblocking.
Separately, pursuant to the SEBI ICDR Master Circular, the following compensation mechanism shall be
applicable for investor grievances in relation to Bids made through the UPI Mechanism, for public issues
Page 382 of 465opening on or after May 1, 2021, for which the relevant SCSBs shall be liable to compensate the investor:
Scenario Compensation amount Compensation period
Delayed unblock for cancelled / ₹100 per day or 15% per annum of From the date on which the request
withdrawn / deleted the Bid Amount, whichever is for cancellation / withdrawal /
applications higher deletion is placed on the bidding
platform of the Stock Exchanges till
the date of actual unblock
Blocking of multiple amounts for ➢ Instantly revoke the blocked From the date on which multiple
the same Bid made through the funds other than the original amounts were blocked till the date of
UPI Mechanism application amount; and actual unblock
➢ ₹100 per day or 15% per annum
of the total cumulative blocked
amount except the original Bid
Amount, whichever is higher
Blocking more amount than the ➢ Instantly revoke the difference From the date on which the funds to
Bid Amount amount, i.e., the blocked the excess of the Bid Amount were
amount less the Bid Amount; blocked till the date of actual unblock
and
➢ ₹100 per day or 15% per annum
of the difference amount,
whichever is higher
Delayed unblock for non – ₹100 per day or 15% per annum of From the Working Day subsequent to
Allotted/ partially Allotted the Bid Amount, whichever is the finalisation of the Basis of
applications higher Allotment till the date of actual
unblock
Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt
of the complaint from the investor, for each day delayed, the BRLM shall be liable to compensate the
investor ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall
be payable for the period ranging from the day on which the investor grievance is received till the date of
the actual unblock.
STATUS OF INVESTOR COMPLAINTS
We confirm that we have not received any investor complaint during the three (3) years preceding the
date of this Red Herring Prospectus and hence there are no pending investor complaints as on the date
of this Red Herring Prospectus.
DISPOSAL OF INVESTOR GRIEVANCES BY LISTED COMPANIES UNDER THE SAME MANAGEMENT AS THE
COMPANY
As on the date of filing this Red Herring Prospectus our Company does not have any group companies
listed on any stock exchange, so disclosure regarding mechanism for disposal of redressal of investor
grievances for any group companies or subsidiary companies is not applicable. Further our Company has
no subsidiary as on the date of this Red Herring Prospectus.
DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY
Our Company has applied for authentication on the SCORES in terms of the SEBI circular no.
CIR/OIAE/1/2013 dated April 17, 2013 and will comply with the SEBI circular (CIR/OIAE/1/2014) dated
December 18, 2014 and SEBI master circular SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20,
2023 in relation to redressal of investor grievances through SCORES.
Our Company estimates that the average time required by our Company or the Registrar to the Issue or
the relevant Designated Intermediary, for the redressal of routine investor grievances shall be Seven (7)
Working Days from the date of receipt of the complaint. In case of non-routine complaints and
Page 383 of 465complaints where external agencies are involved, our Company will seek to redress these complaints as
expeditiously as possible.
Our Company has not received investor complaints in relation to the Equity Shares for the three years
prior to the filing of the Red Herring Prospectus, hence no investor complaint in relation to our Company
is pending as on the date of filing of the Red Herring Prospectus. Investors can contact the Company
Secretary and Compliance Officer, the BRLM or the Registrar to the Issue in case of any Pre-Issue or
Post-Issue related problems such as non-receipt of letters of Allotment, non-credit of Allotted Equity
Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by
electronic mode, etc. Our Company has also appointed Pratibha Soni, as our Company Secretary and
Compliance Officer. For details, see “General Information – Company Secretary and Compliance
Officer” on page 89.
Our Company has also constituted a Stakeholders Relationship Committee which is responsible for
redressal of grievances of security holders of our Company. For further details on the Stakeholders
Relationship Committee, see “Our Management – Committees of the Board – Stakeholders’
Relationship Committee” on page 249-251.
EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED BY SEBI
Our Company has not sought any exemption under Regulation 300 of the SEBI ICDR Regulations.
OTHER CONFIRMATIONS
Any person connected with the Issue shall not offer any incentive, whether direct or indirect, in any
manner, whether in cash or kind or services or otherwise to any person for making an application in the
initial public offer, except for fees or commission for services rendered in relation to the Issue.
Page 384 of 465SECTION VIII - ISSUE INFORMATION
TERMS OF THE ISSUE
The Equity Shares being issued, allotted and transferred pursuant to the Issue shall be subject to the
provisions of the Companies Act, SEBI ICDR Regulations, SCRA, SCRR, the MoA, AoA, SEBI Listing
Regulations, the terms of this Red Herring Prospectus, the Red Herring Prospectus, the Prospectus, the
Abridged Prospectus, Bid cum Application Form, the Revision Form, the CAN/Allotment Advice and other
terms and conditions as may be incorporated in other documents/certificates that may be executed in
respect of the Issue. The Equity Shares shall also be subject to laws as applicable, guidelines, rules,
notifications and regulations relating to the Issue of capital, and listing and trading of securities issued
from time to time by SEBI, the Government of India, the Stock Exchanges, the RBI, RoC and/or other
authorities, as in force on the date of the Issue and to the extent applicable or such other conditions as
may be prescribed by the SEBI, the Government of India, the Stock Exchanges, the RoC and/or any other
authorities while granting its approval for the Issue.
THE ISSUE
The Issue comprises a Fresh Issue of Equity Shares by our Company. The entire Issue – related expenses
shall be borne by our Company in accordance with the applicable laws. For further information, on the
Issue – related expenses, see the chapter titled “Objects of the Issue – Issue Related Expenses” on page
127.
RANKING OF EQUITY SHARES
The Equity Shares being issued /Allotted and transferred pursuant to the Issue shall be subject to the
provisions of the Companies Act, SEBI ICDR Regulations, SEBI Listing Regulations, SCRA, SCRR, our
Memorandum of Association and Articles of Association and shall rank pari passu in all respects with the
existing Equity Shares including in respect of the right to receive dividend, voting and other corporate
benefits. For further details, see the chapter titled “Description of Equity Shares and Terms of the Articles
of Association” beginning on page 421.
MODE OF PAYMENT OF DIVIDEND
Our Company shall pay dividend, if declared, to our Equity Shareholders, as per the provisions of the
Companies Act 2013, the SEBI Listing Regulations, the Memorandum of Association and the Articles of
Association, and any guidelines or directions that may be issued by the Government in this regard.
Dividends, if any declared by our Company after the date of Allotment, will be payable to the Bidders who
have been Allotted Equity Shares in this Issue, for the entire year, in accordance with the applicable laws.
For more information, see the chapters titled “Dividend Policy” and “Description of Equity Shares and
Terms of the Articles of Association” beginning on pages 264 and 421 respectively.
FACE VALUE, ISSUE PRICE, FLOOR PRICE AND PRICE BAND
The face value of each Equity Share is ₹ 10/- and the Issue Price at the lower end of the Price Band is ₹ [●]
per Equity Share and at the higher end of the Price Band is ₹ [●] per Equity Share. The Anchor Investor
Issue Price is ₹ [●] per Equity Share. The Price Band and the minimum Bid Lot size for the Issue will be
decided by our Company in consultation with the BRLM, and advertised in all editions of Financial Express,
the English national daily newspaper, all editions of Jansatta, the Hindi national daily newspaper and all
editions of Business Remedies, the Regional Daily newspaper, (Hindi being the local language of Jaipur,
Rajasthan, where our registered and corporate office is situated), each with wide circulation, at least two
Working Days prior to the Bid/Issue Opening Date and shall be made available to the Stock Exchanges for
the purpose of uploading the same on their websites. The Price Band, along with the relevant financial
ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application Forms
Page 385 of 465available on the respective websites of the Stock Exchanges. At any given point of time, there shall be only
one denomination for the Equity Shares.
COMPLIANCE WITH DISCLOSURE AND ACCOUNTING NORMS
Our Company shall comply with all disclosure and accounting norms specified by SEBI from time to time.
RIGHTS OF THE EQUITY SHAREHOLDERS
Subject to applicable law, rules, regulations and guidelines and the Articles of Association, our equity
Shareholders shall have the following rights:
• Right to receive dividend, if declared;
• Right to attend general meetings and exercise voting powers, unless prohibited by law;
• Right to vote on a poll either in person or by proxy or e-voting in accordance with the provisions of
the Companies Act;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive any surplus on liquidation subject to any statutory and preferential claims being
satisfied;
• Right of free transferability of their Equity Shares, subject to applicable laws including and RBI rules
and regulations; and
• Such other rights as may be available to a shareholder of a listed public company under the
Companies Act 2013, the terms of the SEBI Listing Regulations and our Memorandum of Association
and Articles of Association and other applicable laws.
For a detailed description of the main provisions of our Articles of Association of our Company relating to
voting rights, dividend, forfeiture and lien, transfer, transmission, consolidation and splitting, see the
chapter titled “Description of Equity Shares and Terms of the Articles of Association” beginning on page
421.
MARKET LOT AND TRADING LOT AND ALLOTMENT OF SECURITIES IN DEMATERIALISED FORM
In terms of Section 29 of the Companies Act 2013, and the SEBI ICDR Regulations, the Equity Shares shall
be Allotted only in dematerialized form. As per the SEBI ICDR Regulations, the trading of the Equity Shares
shall only be in dematerialized form on the Stock Exchanges. In this context, tripartite agreements had
been signed among the Company, the respective Depositories and the Registrar to the Issue:
• Tripartite agreement dated July 25, 2025 amongst our Company, NSDL and the Registrar to the Issue;
• Tripartite agreement dated July 10, 2025 amongst our Company, CDSL and the Registrar to the Issue.
Our Company’s Equity Share bear ISIN no. INE1SJO01012.
Since trading of the Equity Shares is in dematerialized form, the tradable lot is one Equity Share. Allotment
in the Issue will be only in electronic form in multiples of one Equity Shares, subject to a minimum
Allotment of [●] Equity Shares. For further details, see the chapter titled “Issue Procedure” beginning on
page 396.
JOINT HOLDERS
Subject to the provisions of the Articles of Association, where two or more persons are registered as the
holders of the Equity Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits
of survivorship.
Page 386 of 465NOMINATION FACILITY TO INVESTORS
In accordance with Section 72 of the Companies Act 2013, read with Companies (Share Capital and
Debentures) Rules, 2014, the sole or first Bidder along with other joint Bidders, may nominate any one
person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders,
as the case may be, the Equity Shares Allotted, if any, will vest to the exclusion of the other persons, unless
the nomination is varied or cancelled in the prescribed manner.
A person, being a nominee, entitled to the Equity by reason of the death of the original holder(s), will, in
accordance with Section 72 of the Companies Act 2013, be entitled to the same benefits to which he or
she will be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a
minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become
entitled to Equity Share(s) in the event of the holder’s death during minority.
A nomination may be cancelled or varied by nominating any other person in place of the present nominee,
by the holder of the Equity Share(s) who has made the nomination, by giving a notice of such cancellation
or variation to our Company in the prescribed form. A buyer will be entitled to make a fresh nomination
in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request
at our Registered and Corporate Office or to the registrar and transfer agents of our Company.
Further, any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies
Act 2013, shall upon the production of such evidence as may be required by the Board, elect either:
• to register himself or herself as the holder of the Equity Shares; or
• to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, our Board may at any time give notice requiring any nominee to choose either to be registered
himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period
of 90 days, the Board may thereafter withhold payment of all dividends, interests, bonuses or other
monies payable in respect of the Equity Shares, until the requirements of the notice have been complied
with.
Since the Allotment of Equity Shares in the Issue will be made only in dematerialized form, there is no
need to make a separate nomination with our Company. Nominations registered with the respective
Depository Participant of the Bidder would prevail. If Bidders want to change their nomination, they are
requested to inform their respective Depository Participant. Our Company shall comply with such
disclosure and accounting norms as may be specified by SEBI from time to time.
BID/ISSUE PROGRAMME
BID/ISSUE OPENS ON Tuesday, June 23, 2026 (1)
BID/ISSUE CLOSES ON Thursday June 25, 2026 (2)(3)
(1) Our Company in consultation with the BRLM, may consider participation by Anchor Investors. The Anchor Investor
Bid/Issue Period shall be one Working Day prior to the Bid/Issue Opening Date in accordance with the SEBI ICDR
Regulations.
(2) Our Company in consultation with the BRLM may, consider closing the Bid/Issue Period for QIBs one day prior to
the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations
(3)UPI mandate end time and date shall be at 5.00 pm on Thursday, June 25, 2026.
An indicative timetable in respect of the Issue is set out below:
Event Indicative Date
Bid/Issue Opening Date Tuesday June 23, 2026
Bid/Issue Closing Date Thursday June 25, 2026
Finalization of Basis of Allotment with the Designated Stock Exchange On or about Monday, June 29, 2026
Initiation of refunds (if any, for Anchor Investors)/ unblocking of funds from On or about Tuesday, June 30, 2026
Page 387 of 465Event Indicative Date
ASBA Account*
Credit of Equity Shares to depository accounts of Allottees On or about Tuesday, June 30, 2026
Commencement of trading of the Equity Shares on the Stock Exchanges On or about Wednesday, July 01, 2026
*In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) for cancelled/ withdrawn/ deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹ 100
per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation/
withdrawal/ deletion is placed in Stock Exchanges bidding platform until the date on which the amounts are unblocked;
(ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the
Bidder shall be compensated at a uniform rate ₹ 100 per day or 15% per annum of the total cumulative blocked amount
except the original application amount, whichever is higher from the date on which such multiple amounts were blocked
till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder shall be compensated
at a uniform rate of ₹ 100 per day or 15% per annum of the difference in amount, whichever is higher from the date on
which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non-allotted/
partially allotted Bids, exceeding two Working Days from the Bid/Issue Closing Date, the Bidder shall be compensated at
a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of delay
exceeding two Working Days from the Bid/Issue Closing Date by the SCSB responsible for causing such delay in
unblocking. The Post Issue BRLM shall be liable for compensating the Bidder at a uniform rate of ₹ 100 per day or 15%
per annum of the Bid Amount, whichever is higher from the date of receipt of the Investor grievance until the date on
which the blocked amounts are unblocked. The Bidder shall be compensated in the manner specified in the SEBI circular
no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 which for the avoidance of doubt, shall be deemed to be
incorporated in the deemed agreement of the Company with the SCSBs, to the extent applicable.
The above timetable, other than the Bid/Issue Closing Date, is indicative and does not constitute any
obligation or liability on our Company or the BRLM.
In terms of the UPI Circulars, in relation to the Issue, the BRLM will be required to submit reports of
compliance with timelines and activities prescribed by SEBI in connection with the allotment and listing
procedure within three Working Days from the Bid/Issue Closing Date, identifying non-adherence to
timelines and processes and an analysis of entities responsible for the delay and the reasons associated
with it.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the
listing and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within
three Working Days of the Bid/Issue Closing Date, the timetable may be extended due to various factors,
such as extension of the Bid/Issue Period by our Company in consultation with the BRLM, revision of the
Price Band or any delay in receiving the final listing and trading approval from the Stock Exchanges. The
commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges
and in accordance with the applicable laws.
SEBI is in the process of streamlining and reducing the post issue timeline for IPOs. Any circulars or
notifications from SEBI after the date of this Red Herring Prospectus may result in changes to the above-
mentioned timelines. Further, the Issue procedure is subject to change to any revised SEBI circulars to this
effect.
Submission of Bids (other than Bids from Anchor Investors):
Bid/Issue Period (except the Bid/Issue Closing Date)
Submission and revision in Bids Only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time (“IST”)
Bid/Issue Closing Date*
Submission and revision in Bids Only between 10.00 a.m. and 3.00 p.m. IST
*UPI mandate end time and date shall be at 5.00 pm on Thursday, June 25, 2026.
On the Bid/Issue Closing Date, the Bids shall be uploaded until:
Page 388 of 465(i) In case of Bids by QIBs and Non-Institutional Bidders, the Bids and the revisions in Bids shall be
accepted only between 10.00 a.m. and 3.00 p.m. (IST) and uploaded by 4.00 p.m. IST, and
(ii) In case of Bids by Retail Individual Bidders, the Bids and the revisions in Bids shall be accepted only
between 10.00 a.m. and 3.00 p.m. (IST) and uploaded until 5.00 p.m. IST or such extended time as
permitted by the Stock Exchanges, in case of Bids by RIBs.
On Bid/Issue Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids
received by Retail Individual Bidders, after taking into account the total number of Bids received and as
reported by the BRLM to the Stock Exchanges.
The Registrar to the Issue shall submit the details of cancelled/withdrawn/deleted applications to the
SCSBs on daily basis within 60 minutes of the Bid closure time from the Bid/Issue Opening Date till the
Bid/Issue Closing Date by obtaining the same from the Stock Exchanges. The SCSBs shall unblock such
applications by the closing hours of the Working Day and submit the confirmation to the BRLM and the
RTA on a daily basis, as per the format prescribed in SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.
It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid
Amount is not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account,
as the case may be, would be rejected.
Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, Bidders are
advised to submit their Bids one day prior to the Bid/Issue Closing Date. Any time mentioned in this Red
Herring Prospectus is IST. Bidders are cautioned that, in the event a large number of Bids are received on
the Bid/Issue Closing Date, some Bids may not get uploaded due to lack of sufficient time. Such Bids that
cannot be uploaded will not be considered for allocation under the Issue. Bids will be accepted only during
Working days.
Investors may please note that as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter no.
NSE/IPO/25101-6 dated July 6, 2006 issued by BSE and NSE respectively, Bids and any revision in Bids shall
not be accepted on Saturdays and public holidays as declared by the Stock Exchanges. Bids by ASBA
Bidders shall be uploaded by the relevant Designated Intermediary in the electronic system to be provided
by the Stock Exchanges.
Our Company in consultation with the Book Running Lead Manager, reserves the right to revise the Price
Band during the Bid/Issue Period in accordance with the SEBI ICDR Regulations. The revision in the Price
Band shall not exceed 20% on either side, i.e., the Floor Price can move up or down to the extent of 20%
of the Floor Price and the Cap Price will be revised accordingly, but the Floor Price shall not be less than
the face value of the Equity Shares. In all circumstances, the Cap Price shall be less than or equal to 120%
of the Floor Price, provided that the Cap Price shall be atleast 105% of the Floor Price.
In case of any revision to the Price Band, the Bid/Issue Period will be extended by at least three
additional Working Days following such revision of the Price Band, subject to the Bid/Issue Period not
exceeding 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our
Company in consultation with BRLM, for reasons to be recorded in writing, extend the Bid/Issue Period
for a minimum of three Working Days, subject to the Bid/Issue Period not exceeding 10 Working Days.
Any revision in the Price Band and the revised Bid/Issue Period, if applicable, shall be widely
disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating
the change on the respective websites of the BRLM and at the terminals of the Syndicate Members and
by intimation to Self-Certified Syndicate Banks (“SCSBs”), other Designated Intermediaries and the
Sponsor Bank, as applicable.
In case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the
physical Bid cum Application Form, for a particular Bidder, the details as per the Bid file received from the
Page 389 of 465Stock Exchanges shall be taken as the final data for the purpose of Allotment.
PERIOD OF OPERATION OF SUBSCRIPTION LIST
For details, please refer to “Terms of the Issue” beginning on page 385.
MINIMUM SUBSCRIPTION
If our Company does not receive the minimum subscription in the Issue as specified under Rule 19(2)(b)
of the SCRR, including through devolvement of Underwriters, as applicable, within 60 days from the date
of Bid/Issue Closing Date on the date of closure of the Issue or; the minimum subscription of 90% of the
fresh Issue on the date of closure of the Issue; or withdrawal of applications; or after technical rejections;
or if the listing or trading permission is not obtained from the Stock Exchanges for the Equity Shares so
offered under the Issue document, our Company shall forthwith refund the entire subscription amount
received in accordance with applicable law including the SEBI circular bearing no.
SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021. If there is a delay beyond two days after our
Company becomes liable to pay the amount, our Company and our Directors, who are officers in default,
shall pay interest at the rate of 15% per annum.
In the event of an undersubscription in the Issue, after meeting the minimum subscription requirement
of 90% of the Issue, the balance subscription in the Issue will be met through the issuance of balance part
of the Issue.
Undersubscription, if any, in any category except the QIB portion, would be met with spill-over from the
other categories at the discretion of our Company in consultation with the BRLM and the Designated Stock
Exchange.
Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000.
ARRANGEMENTS FOR DISPOSAL OF ODD LOTS
Since our Equity Shares will be traded in dematerialized form only and the market lot for our Equity Shares
will be one Equity Share. Henceforth, no arrangements for disposal of odd lots are required.
RESTRICTION, IF ANY, ON TRANSFER AND TRANSMISSION OF EQUITY SHARES
Except for lock-in of the Pre-Issue capital of our Company, lock-in of the Promoter’s minimum contribution
under the SEBI ICDR Regulations and the Anchor Investor lock-in as provided in the chapter titled “Capital
Structure” beginning on page 98, and except as provided in the Articles of Association as detailed in
“Description of Equity Shares and Terms of the Articles of Association” beginning on page 421, there are
no restrictions on transfers and transmission of Equity Shares and on their consolidation/ splitting.
Further, there are no restrictions on transmission of any shares of our Company and on their consolidation
or splitting, except as provided in the Articles of Association.
NEW FINANCIAL INSTRUMENTS
Our Company is not issuing any new financial instruments through this Issue.
Page 390 of 465ISSUE STRUCTURE
The Issue of up to 1,19,68,000 Equity Shares of face value of ₹ 10/- each for cash at price of ₹ [●] per
Equity Share (including a share premium of ₹ [●] per Equity Share) aggregating to ₹ [●] Lakh.
Our company has undertaken a Pre-IPO Placement of 18,32,000 Equity Shares of face value of ₹ 10 each
at a price of ₹ 125/- per equity share aggregating to ₹ 2,290 lakhs. The amount raised from the Pre IPO
placement will be utilized for one of the objects of the issue as disclosed in the issue document i.e. General
Corporate Purposes. The size of the Issue as disclosed in the Draft Red Herring Prospectus, aggregating up
to 1,38,00,000 Equity Shares of face value of ₹ 10/- each has been reduced by 18,32,000 Equity Shares of
face value of ₹ 10/- each pursuant to the Pre-IPO Placement, subject to compliance with Rule 19(2)(b) of
the SCRR, and accordingly, the Issue is for an aggregate of up to 1,19,68,000 Equity Shares of face value
of ₹ 10/- each. The Pre IPO Proceeds will be utilized in one of the objects of the Issue i.e. General Corporate
Purposes. Further, the Pre-IPO Placement has not exceeded 20% of the size of the Issue.
Our Company has appropriately intimated the subscribers to the Pre-IPO Placement that there is no
guarantee that our Company may proceed with the Issue, or the Issue may be successful and will result
into listing of Equity Shares on the Stock Exchanges, and the investment is being made solely at the risk
of the investor.
In terms of Rule 19(2)(b) of the SCRR the Issue is being made through the Book Building Process in
compliance with Regulation 6(1) and Regulation 31 of the SEBI ICDR Regulations.
The Face value of the Equity Shares is ₹ 10/- each.
Particulars QIBs (1) Non-Institutional Bidders Retail Individual Bidders
Number of Equity Not more than 59,81,300 Not less than 17,96,700 Equity Not less than 41,90,000 Equity
Shares available Equity Shares. Shares available for allocation Shares available for allocation or
for Allotment/ or Issue less allocation to QIB Issue less allocation to QIB
Allocation (2) Bidders and Retail Individual Bidders and Non-Institutional
Bidders. Bidders.
Percentage of Not more than 50% of Not less than 15% of the Issue Not less than 35% of the Issue or
Issue Size the Issue Size shall be or the Issue less allocation to Issue less allocation to QIBs and
available for Allotted to QIBs. QIBs and Retail Individual Non-Institutional Bidders will be
Allotment / Bidders will be available for available for allocation.
Allocation. However, up to 5% of the allocation subject to the
Net QIB Portion will be following:
available for allocation e) One-third of the Non-
proportionately to Institutional Portion will be
Mutual Funds only. available for allocation to
Mutual Funds Bidders with an application
participating in the size more than ₹ 2.00 lakhs
Mutual Fund Portion will to ₹ 10.00 lakhs and
also be eligible for f) two-thirds of the Non-
allocation in the Institutional Portion Will be
remaining QIB Portion. available for allocation to
The unsubscribed Bidders with an application
portion in the Mutual
size of more than ₹ 10.00
Fund Portion will be lakhs.
available for allocation to
QIBs. Provided that the
unsubscribed portion in either
of the sub-categories specified
above may be allocated to
applicants in the other sub-
Page 391 of 465Particulars QIBs (1) Non-Institutional Bidders Retail Individual Bidders
category of Non- Institutional
B idders.
Basis of Allotment Proportionate as follows Proportionate however, the The Allotment to each Retail
/ allocation if (excluding the Anchor allotment of specified Individual Bidder shall not be less
respective Investor Portion): securities to each Non- than the minimum Bid lot,
categories are (a) up to 1,19,600 Institutional Bidders shall not subject to availability of Equity
oversubscribed* Equity Shares shall be less than the minimum Shares in Retail Portion and the
be available for application size, subject to remaining available Equity
allocation on a availability in the Non- Shares is any, shall be allotted on
proportionate basis Institutional Portion, and the a proportionate basis. For
to Mutual Funds remainder, if any, shall be details, see the chapter titled
only; and allotted on a proportionate “Issue Procedure” beginning on
(b) 22,73,000 Equity basis in accordance with the page 396.
Shares shall be conditions specified in the SEBI
Allotted on a ICDR Regulations.
proportionate basis
to all QIBs including
Mutual Funds
receiving allocation
as per (a) above.
Up to 60% of the QIB
Portion (up to 35,88,700
Equity Shares) may be
allocated on a
discretionary basis to
Anchor Investors of
which up to 40% of the
Anchor Investor Portion
shall be reserved in the
following manner (i)
33.33% of the Anchor
Investor Portion shall be
reserved for domestic
Mutual Funds; and (ii)
6.67% of the Anchor
Investor Portion shall be
reserved for Life
Insurance Companies
and Pension Funds,
subject to valid Bids
being received from
domestic Mutual Funds,
Life Insurance
Companies and Pension
Funds, as applicable, at
or above the Anchor
I nvestor Allocation Price.
Minimum Bid Such number of Equity Such number of Equity Shares [●] Equity Shares and in
Shares and in multiples and in multiples of [●] Equity multiples of [●] Equity Shares
of [●] Equity Shares so Shares so that the Bid Amount thereafter
that the Bid Amount exceeds ₹ 2.00 lakhs
exceeds ₹ 2.00 lakhs and
in multiples of [●] Equity
Shares thereafter
Maximum Bid Such number of Equity Such number of Equity Shares Such number of Equity Shares in
Shares in multiples of [●] in multiples of [●] Equity multiples of [●] Equity Shares so
Equity Shares not Shares not exceeding the size that the Bid Amount does not
exceeding the size of the of the Issue (excluding the QIB exceed ₹ 2.00 lakhs
Page 392 of 465Particulars QIBs (1) Non-Institutional Bidders Retail Individual Bidders
Issue, subject to Portion), subject to applicable
applicable limits. limits.
Mode of
Compulsorily in dematerialized form.
Allotment
Mode of Bidding Only through the ASBA process (including the UPI Mechanism, as applicable) (except for Anchor
Investors).
SEBI ICDR Master Circular has prescribed that all individual investors applying in initial public
offerings opening on or after May 1, 2022, where the application amount is up to ₹ 5.00 may
use UPI. Individual investors bidding under the Non-Institutional Portion bidding and up to ₹
5.00 shall be required to use the UPI Mechanism.)
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Allotment Lot A minimum of [●] Equity Shares and thereafter in multiples of one Equity Share
For Retail Individual Bidders, [●] Equity Shares and in multiples of one Equity Share thereafter,
subject to availability in the Retail Portion.
Trading Lot One Equity Share
Who can apply (2) Public financial Eligible NRIs, Resident Indian Resident Indian individuals, HUFs
(3) (4) institutions as specified individuals, HUFs (in the name (in the name of the Karta) and
in section 2(72) of the of the Karta), companies, Eligible NRIs
Companies Act, 2013, corporate bodies, scientific
scheduled commercial institutions, societies, trusts,
banks, Mutual Funds, family offices and FPIs who are
FPIs (other than individuals, corporate bodies
individuals, corporate and family offices which are re-
bodies and family categorized as Category II FPIs
offices), VCFs, AIFs, FVCIs (as defined in the SEBI FPI
registered with SEBI, Regulations) and registered
multilateral and bilateral with SEBI.
development financial
institutions, state
industrial development
corporation, insurance
companies registered
with IRDAI, provident
funds (subject to
applicable law) with
minimum corpus ₹ 2,500
Lakh, pension funds with
minimum corpus of ₹
2,500 Lakh, registered
with the Pension Fund
Regulatory and
Development Authority
established under
subsection (1) of section
3 of the Pension Fund
Regulatory and
Development Authority
Act, 2013, National
Investment Fund set up
by the Government
through resolution F.
No.2/3/2005-DD-II dated
November 23, 2005, the
insurance funds set up
and managed by army,
navy or air force of the
Union of India, insurance
Page 393 of 465Particulars QIBs (1) Non-Institutional Bidders Retail Individual Bidders
funds set up and
managed by the
Department of Posts,
India and NBFC-SI.
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the
time of submission of their Bids (3)
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account
of the ASBA Bidder that is specified in the ASBA (excluding for Anchor Investors) Form at the
time of submission of the ASBA Form and in case of UPI as an alternate mechanism, bid amount
shall be blocked at the time of confirmation of mandate collection request by applicant.
*Assuming full subscription in the Issue
(1) Subject to valid Bids being received at or above the Issue Price. The Issue is being made in terms of Rule 19(2)(b) of the SCRR
and under Regulation 6(1) of the SEBI ICDR Regulations. Our Company, in consultation with the BRLM, may allocate up to 60% of
the QIB Portion to Anchor Investors on a discretion Company, in accordance with the SEBI ICDR Regulations. Up to 40% of the
Anchor Investor Portion shall be reserved in the following manner (i) 33.33% of the Anchor Investor Portion shall be reserved for
domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion shall be reserved for Life Insurance Companies and Pension
Funds, subject to valid Bids being received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as
applicable, at or above the Anchor Investor Allocation Price. Further, in the event of under-subscription or non-Allocation in the
Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion shall be added to the Net QIB Portion. For details,
see “Issue Procedure” beginning on page 396.
(2)In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held
in the same joint names and the names are in the same sequence in which they appear in the Bid cum Application Form. The Bid
cum Application Form should contain only the name of the First Bidder whose name should also appear as the first holder of the
beneficiary account held in joint names. The signature of only such first Bidder would be required in the Bid cum Application Form
and such First Bidder would be deemed to have signed on behalf of the joint holders. Bidders will be required to confirm and will
be deemed to have represented to our Company, the Underwriters, their respective directors, officers, agents, affiliates and
representatives that they are eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity
Shares. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories.
(3) Anchor Investors are not permitted to use the ASBA process. Full Bid Amount shall be payable by the Anchor Investors at the
time of submission of the Anchor Investor Application Forms provided that any difference between the Anchor Investor Allocation
Price and the Anchor Investor Issue Price shall be payable by the Anchor Investor pay-in date as indicated in the CAN. In case the
Issue Price is lower than the Anchor Investor Allocation Price, the amount in excess of the Issue Price paid by the Anchor Investors
shall not be refunded to them. For details of terms of payment of applicable to Anchor Investors, see “Issue Procedure” beginning
on page 396.
(4)Bids by FPIs with certain structures as described under “Issue Procedure – Bids by FPIs” on page 404-405 and having the same
PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to such
successful Bidders (with the same PAN) may be proportionately distributed.
Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in any category
except the QIB Portion, would be met with spill-over from the other categories or a combination of
categories at the discretion of our Company in consultation with the BRLM and the Designated Stock
Exchange on proportionate basis at the discretion of our Company in consultation with the BRLM, and the
Designated Stock Exchange, subject to applicable law. Under-subscription, if any, in the QIB Portion would
not be allowed to be met with spill-over from other categories or a combination of categories. For further
details, see “Terms of the Issue” beginning on page 385 and “Issue Procedure” beginning on page 396.
WITHDRAWAL OF THE ISSUE
Our Company in consultation with the BRLM, reserves the right not to proceed with the Issue entire or
portion of the Issue for any reason at any time after the Bid/Issue Opening Date but before the Allotment.
In such an event, our Company would Issue a public notice in the same newspapers in which the Pre-Issue
advertisements were published, within two days of the Bid/Issue Closing Date or such other time as may
be prescribed by SEBI, providing reasons for not proceeding with the Issue. Further, the Stock Exchanges
shall be informed promptly in this regard by our Company and the BRLM. Also, BRLM through the Registrar
to the Issue, shall notify the SCSBs and the Sponsor Banks to unblock the bank accounts of the ASBA
Bidders within one Working Day from the date of receipt of such notification. In the event of withdrawal
Page 394 of 465of the Issue and subsequently, plans of a fresh Issue by our Company, a fresh Draft Red Herring Prospectus
will be submitted again to SEBI.
Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing and trading
approvals of the Stock Exchanges, which our Company shall apply for after Allotment and within three
Working Days or such other period as may be prescribed, and (ii) the final RoC approval of the Prospectus
after it is filed with the RoC. If our Company in consultation with the BRLM withdraws the Issue after the
Bid/Issue Closing Date and thereafter determines that it will proceed with a public offering of the Equity
Shares, our Company shall file a fresh Draft Red Herring Prospectus with SEBI and the Stock Exchanges.
If Allotment is not made within the prescribed time period under applicable law, the entire subscription
amount received will be refunded/unblocked within the time prescribed under applicable law.
Page 395 of 465ISSUE PROCEDURE
All Bidders should read the General Information Document, which highlights the key rules, processes and
procedures applicable to public issues in general in accordance with the provisions of the Companies Act,
the SCRA, the SCRR and the SEBI ICDR Regulations which is part of the Abridged Prospectus accompanying
the Bid cum Application Form. The General Information Document is available on the websites of the Stock
Exchanges and the BRLM. Please refer to the relevant provisions of the General Information Document
which are applicable to the Issue.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Offer, (ii) maximum and minimum Bid size, (iii) price
discovery and allocation, (iv) payment instructions for ASBA Bidders, (v) issuance of Confirmation of
Allocation Note (CAN) and Allotment in the Issue, (vi) general instructions (limited to instructions for
completing the Bid cum Application Form), (vii) Designated Date, (viii) disposal of applications, (ix)
submission of Bid cum Application Form, (x) other instructions (limited to joint bids in cases of individual,
multiple bids and instances when an application would be rejected on technical grounds), (xi) applicable
provisions of Companies Act, 2013 relating to punishment for fictitious applications, (xii) mode of making
refunds, and (xiii) interest in case of delay in Allotment or refund.
SEBI through the SEBI UPI Circulars introduced an alternate payment mechanism using UPI and consequent
reduction in timelines for listing in a phased manner. UPI has been introduced in a phased manner as a
payment mechanism with the ASBA for applications by Retail Individual Bidders through intermediaries
from January 1, 2019. The UPI Mechanism for Retail Individual Bidders applying through Designated
Intermediaries, in phase I, was effective along with the prior process and existing timeline of T+6 days
(“UPI Phase I”), until June 30, 2019. Subsequently, for applications by Retail Individual Bidders through
Designated Intermediaries, the process of physical movement of forms from such Designated
Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such
Bids with existing timeline of T+6 days is applicable for a period of three months or launch of five main
board public issues, whichever is later (“UPI Phase II”).
Subsequently, SEBI vide its circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019
extended the timeline for UPI Phase II till March 31, 2020. However, given the prevailing uncertainty due
to the COVID- 19 pandemic, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30,
2020 extended the timeline for UPI Phase II till further notice from SEBI. The final reduced timeline of T+3
days for the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”), and modalities of the
implementation of UPI Phase III has been notified by SEBI vide its circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made effective on a voluntary basis for all
issues opening on or after September 1, 2023 and on a mandatory basis for all issues opening on or after
December 1, 2023. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated
March 16, 2021 read with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021,
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 09, 2023 has introduced certain additional measures
for streamlining the process of initial public offers and redressing investor grievances. This circular shall
come into force for initial public offers opening on or after May 1, 2021 except as set out in circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and the provisions of this circular are deemed to
form part of this Red Herring Prospectus.
Furthermore, pursuant to circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all
individual bidders in initial public offerings (opening on or after May 1, 2022) whose application sizes are
up to ₹ 500,000 shall use the UPI Mechanism. This circular has come into force for initial public offers
opening on or after May 1, 2022 and the provisions of this circular are deemed to form part of this Red
Herring Prospectus. Subsequently, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated
May 30, 2022, applications made using the ASBA facility in initial public offerings (opening on or after
Page 396 of 465September 01, 2022) shall be processed only after application monies are blocked in the bank accounts of
investors (all categories). Pursuant to the SEBI master circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154
dated November 11, 2024, a chapter-wise framework for compliance with various obligations under the
SEBI ICDR Regulations was introduced, including with regards to UPI Phase III.
The BRLM shall be the nodal entity for any issues arising out of the public issuance process. In terms of
Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in
SEBI circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 shall continue to form part
of the agreements being signed between the intermediaries involved in the public issuance process and
BRLM shall continue to coordinate with intermediaries involved in the said process.
Bidders are advised to make their independent investigations and ensure that their Bids are submitted in
accordance with applicable laws and do not exceed the investment limits or maximum number of Equity
Shares that can be held by them under applicable law or as specified in the Red Herring Prospectus.
Further, our Company and the Syndicate are not liable for any adverse occurrence’s consequent to the
implementation of the UPI Mechanism for application in this Issue.
BOOK BUILDING PROCEDURE
The Issue is being made in terms of Rule 19(2)(b) of the SCRR through the Book Building Process in
accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Issue
shall be available for allocation to QIBs on a proportionate basis, provided that our Company in
consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis in accordance with the SEBI ICDR Regulations, of which Up to 40% of the Anchor
Investor Portion shall be reserved in the following manner (i) 33.33% of the Anchor Investor Portion shall
be reserved for domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion shall be reserved
for Life Insurance Companies and Pension Funds, subject to valid Bids being received from domestic
Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor
Investor Allocation Price. In the event of under- subscription, or non-allocation in the Anchor Investor
Portion, the balance Equity Shares shall be added to the QIB Portion. Further, 5% of the Net QIB Portion
shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the
QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor
Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price.
Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-
Institutional Bidders of which one-third shall be available for allocation to Bidders with an application size
more than ₹ 2.00 lakhs to ₹ 10.00 lakhs and two-thirds shall be available for allocation to Bidders with an
application size of more than ₹ 10.00 lakhs in accordance with the SEBI ICDR Regulations, and not less
than 35% of the Issue shall be available for allocation to Retail Individual Bidders in accordance with the
SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price.
Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with
spill over from any other category or combination of categories of Bidders at the discretion of our
Company in consultation with the BRLM and the Designated Stock Exchange subject to receipt of valid
Bids received at or above the Issue Price. However, under subscription, if any, in the QIB Portion will not
be allowed to be met with spill over from other categories or a combination of categories.
The Equity Shares, on Allotment, shall be traded only in the dematerialized mode on the platform of the
Stock Exchanges.
Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in
dematerialized form. The Bid cum Application Forms which do not have the details of the Bidders’
depository account, including DP ID, Client ID, PAN, and UPI ID (for Retail Individual Bidders Bidding
through the UPI Mechanism), shall be treated as incomplete and will be rejected. Bidders will not have
Page 397 of 465the option of being Allotted Equity Shares in physical form. However, they may get the Equity Shares
rematerialized subsequent to Allotment of the Equity Shares in the Issue, in compliance with Applicable
Laws.
PHASED IMPLEMENTATION OF UPI MECHANISM
SEBI has issued the SEBI UPI Circulars in relation to streamlining the process of public issue of, among
others, equity shares. Pursuant to the SEBI UPI Circulars, the UPI Mechanism has been introduced in a
phased manner as a payment mechanism (in addition to mechanism of blocking funds in the account
maintained with SCSBs under ASBA) for applications by UPI Bidders through Designated Intermediaries
with the objective to reduce the time duration from public issue closure to listing from six Working Days
to up to three Working Days. Considering the time required for making necessary changes to the systems
and to ensure complete and smooth transition to the UPI payment mechanism, the SEBI UPI Circulars
have introduced the UPI Mechanism in three phases in the following manner:
Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main
board public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was
extended till June 30, 2019. Under this phase, a Retail Individual Bidder had the option to submit the ASBA
Form with any of the Designated Intermediary and use his/her UPI ID for the purpose of blocking of funds.
The time duration from public issue closure to listing continued to be six Working Days.
Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of
three months or floating of five main board public issues, whichever is later. SEBI, vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, has decided to extend the timeline for
implementation of UPI Phase II until March 31, 2020. Subsequently, SEBI, vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, extended the timeline for implementation of
UPI Phase II till further notice. Under this phase, submission of the ASBA Form by UPI Bidders through
Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been discontinued and
replaced by the UPI Mechanism. However, the time duration from public issue closure to listing continues
to be six Working Days during this phase.
Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after
September 1, 2023 and on a mandatory basis for all issues opening on or after December 1, 2023, vide
SEBI circular bearing number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3
Notification”). In this phase, the time duration from public issue closure to listing has been reduced to
three Working Days. The Issue shall be undertaken pursuant to the processes and procedures as notified
in the T+3 Notification as applicable, subject to any circulars, clarification or notification issued by the SEBI
from time to time, including any circular, clarification or notification which may be issued by SEBI.
All SCSBs offering facility of making application in public issues shall also provide facility to make
application using UPI. The Company will be required to appoint one of the SCSBs as a sponsor bank to act
as a conduit between the Stock Exchanges and NPCI in order to facilitate collection of requests and / or
payment instructions of the UPI Bidders using the UPI.
Pursuant to the UPI Circular, SEBI has set out specific requirements for redressal of investor grievances
for applications that have been made through the UPI Mechanism. The requirements of the UPI Circular
include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the
requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the
requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications, and the
requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one day from
the date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline
would result in the SCSBs being penalised under the relevant securities law. Additionally, if there is any
delay in the redressal of investors’ complaints in this regard, the relevant SCSB as well as the Post–Issue
BRLM will be required to compensate the concerned investor.
Page 398 of 465The Issue is made under UPI Phase III of the SEBI UPI Circulars, the same will be advertised in all editions
of Financial Express, the English national daily newspaper, all editions of Jansatta, the Hindi national daily
newspaper and all editions of Business Remedies, the Regional daily newspaper, (Hindi being the local
language of Jaipur, Rajasthan, where our registered and corporate office is situated), each with wide
circulation, on or prior to the Bid/Issue Opening Date and such advertisement shall also be made available
to the Stock Exchanges for the purpose of uploading on their websites.
All SCSBs offering facility of making application in public issues shall also provide facility to make
application using UPI. Our Company will be required to appoint one of the SCSBs as a sponsor bank to act
as a conduit between the Stock Exchanges and NPCI in order to facilitate collection of requests and/or
payment instructions of the UPI Bidders using the UPI.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to
the remitter banks (SCSBs) only after such banks make an application as prescribed in Annexure I of SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and provide a written confirmation
on compliance with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.
Further, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, all UPI
Bidders applying in public issues where the application amount is up to ₹ 500,000 shall use the UPI
Mechanism and shall also provide their UPI ID in the Bid cum Application Form submitted with any of the
entities mentioned herein below:
i. a Syndicate Member;
ii. a stock broker registered with a recognised stock exchange (and whose name is mentioned on the
website of the stock exchange as eligible for this activity);
iii. a Depository Participant (whose name is mentioned on the website of the stock exchange as eligible
for this activity);
iv. a registrar to an Issue and share transfer agent (whose name is mentioned on the website of the
stock exchange as eligible for this activity).
For further details, refer to the General Information Document available on the websites of the Stock
Exchanges and the Book Running Lead Manager.
ISSUE PROCEDURE FOR ASBA BIDDERS
BID CUM APPLICATION FORM
Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus
will be available with the Designated Intermediaries at relevant Bidding Centres and at the Registered
Office. The electronic copy of the Bid cum Application Forms will also be available for download on the
websites of NSE (www.nseindia.com) and BSE (www.bseindia.com) at least one day prior to the Bid/Issue
Opening Date.
For Anchor Investors, the Bid cum Application Forms will be available at the offices of the BRLM. Bidders
(other than Anchor Investors) must compulsorily use the ASBA process to participate in the Issue. Anchor
Investors are not permitted to participate in this Issue through the ASBA process.
All ASBA Bidders must provide either, (i) bank account details and authorisation to block funds in the ASBA
Form, or (ii) the UPI ID (in case of UPI Bidders), as applicable, in the relevant space provided in the ASBA
Form and the ASBA Forms that do not contain such details will be rejected. Applications made by the UPI
Bidders using third party bank account or using third party linked bank account UPI ID are liable for
rejection.
Page 399 of 465UPI Bidders Bidding using the UPI Mechanism must provide the UPI ID in the relevant space provided in
the Bid cum Application Form. Bid cum Application Forms that do not contain the UPI ID are liable to be
rejected. UPI Bidders Bidding using the UPI Mechanism may also apply through the SCSBs and mobile
applications using the UPI handles as provided on the website of SEBI.
Further, Bidders shall ensure that the Bids are submitted at the Bidding Centres only on Bid cum
Application Forms bearing the stamp of a Designated Intermediary (except in case of electronic Bid cum
Application Forms) and Bid cum Application Forms not bearing such specified stamp maybe liable for
rejection.
ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an amount
equivalent to the full Bid Amount which can be blocked by the SCSBs or the Sponsor Bank(s), as applicable,
at the time of submitting the Bid. In order to ensure timely information to investors, SCSBs are required
to send SMS alerts to investors intimating them about Bid Amounts blocked/ unblocked including details
as prescribed in Annexure II of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.
The prescribed colour of the Bid cum Application Forms for various categories is as follows:
Colour of Bid cum
Category
Application Form(1)
Resident Indians, including resident QIBs, Non-Institutional Bidders, Retail White
Individual Bidders and Eligible NRIs applying on a non-repatriation basis(2)
Eligible NRIs, FVCIs, FPIs and registered bilateral and multilateral institutions Blue
applying on a repatriation basis (2)
Anchor Investors (3) Green
(1) Excluding electronic Bid cum Application Forms
(2) Electronic Bid cum Application forms and the abridged prospectus will also be available for download on the
website of NSE (www.nseindia.com) and BSE (www.bseindia.com).
(3) Bid cum Application Forms for Anchor Investors shall be available at the offices of BRLM.
In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details
(including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the
Stock Exchanges. Subsequently, for ASBA Forms (other than UPI Bidders using UPI Mechanism),
Designated Intermediaries (other than SCSBs) shall submit/ deliver the ASBA Forms to the respective SCSB
where the Bidder has an ASBA bank account and shall not submit it to any non-SCSB bank or any Escrow
Collection Bank. Stock Exchanges shall validate the electronic bids with the records of the CDP for DP
ID/Client ID and PAN, on a real time basis and bring inconsistencies to the notice of the relevant
Designated Intermediaries, for rectification and re-submission within the time specified by Stock
Exchanges. Stock Exchanges shall allow modification of either DP ID/Client ID or PAN ID, bank code and
location code in the Bid details already uploaded.
For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI
ID) with the Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate
Request to UPI Bidders for blocking of funds. The Sponsor Bank shall initiate request for blocking of funds
through NPCI to UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds on their
respective mobile applications associated with UPI ID linked bank account. The NPCI shall maintain an
audit trail for every Bid entered in the Stock Exchanges bidding platform, and the liability to compensate
UPI Bidders (Bidding through UPI Mechanism) in case of failed transactions shall be with the concerned
entity (i.e. the Sponsor Bank, NPCI or the issuer bank) at whose end the lifecycle of the transaction has
come to a halt. The NPCI shall share the audit trail of all disputed transactions/ investor complaints to the
Sponsor Bank and the issuer bank. The Sponsor Bank and the Bankers to the Issue shall provide the audit
trail to the BRLM for analysing the same and fixing liability.
The Sponsor Bank will undertake a reconciliation of Bid responses received from Stock Exchanges and sent
to NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges
Page 400 of 465platform with detailed error code and description, if any. Further, the Sponsor Bank will undertake
reconciliation of all Bid requests and responses throughout their lifecycle on daily basis and share reports
with the BRLM in the format and within the timelines as specified under the SEBI UPI Circulars. Sponsor
Bank and issuer banks shall download UPI settlement files and raw data files from the NPCI portal after
every settlement cycle and do a three way reconciliation with Banks UPI switch data, CBS data and UPI
raw data. NPCI is to coordinate with issuer banks and Sponsor Bank(s) on a continuous basis.
For all pending UPI Mandate Requests, the Sponsor Bank shall initiate requests for blocking of funds in
the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Issue Closing
Date (“Cut-Off Time”). Accordingly, UPI Bidders Bidding using through the UPI Mechanism should accept
UPI Mandate Requests for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate
Requests at the Cut-Off Time shall lapse.
The Sponsor Bank shall host a web portal for intermediaries (closed user group) from the date of Bid/Issue
Opening Date till the date of listing of the Equity Shares with details of statistics of mandate
blocks/unblocks, performance of apps and UPI handles, down-time/network latency (if any) across
intermediaries and any such processes having an impact/bearing on the Issue Bidding process.
Further, Intermediaries shall retain physical bid cum application forms submitted by Retail Individual
Bidders with UPI as a payment mechanism, for a period of six months and thereafter forward the same to
the issuer/ Registrar to the Issue. However, in case of electronic forms, “printouts” of such Bids need not
be retained or sent to the issuer. Intermediaries shall, at all times, maintain the electronic records relating
to such forms for a minimum period of three years.
ELECTRONIC REGISTRATION OF BIDS
a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges.
The Designated Intermediaries can also set up facilities for off-line electronic registration of Bids,
subject to the condition that they may subsequently upload the off-line data file into the on-line
facilities for Book Building on a regular basis before the closure of the Issue.
b) On the Bid/Issue Closing Date, the Designated Intermediaries may upload the Bids till such time as
may be permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus.
c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation /Allotment.
The Designated Intermediaries are given till 5:00 pm for RIBs and 04:00 pm for NIIs and QIBs on the
next Working Day following the Bid/Issue Closing Date to modify select fields uploaded in the Stock
Exchange Platform during the Bid/Issue Period after which the Stock Exchange(s) send the bid
information to the Registrar to the Issue for further processing.
The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities
Act or any other applicable law of the United States and, unless so registered, may not be Issued or sold
within the United States except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly,
the Equity Shares are being issued and sold outside the United States in offshore transactions as defined
and in compliance with Regulation S and the applicable laws of the jurisdiction where those Offers and
sales are made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be issued or sold, and Bids may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Important Information for Investors – Eligibility and Transfer Restrictions
Until the expiry of 40 days after the commencement of the Issue, an Issue or sale of the Equity Shares
within the United States by a dealer (whether or not it is participating in the Issue) may violate the
Page 401 of 465registration requirements of the U.S. Securities Act, unless made pursuant to available exemptions from
the registration requirements of the U.S. Securities Act and in accordance with applicable securities
laws of any state or other jurisdiction of the United States. The Equity Shares have not been
recommended by any U.S. federal or state securities commission or regulatory authority. Furthermore,
the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Red
Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary
is a criminal offence in the United States. In making an investment decision investor must rely on their
own examination of our Company and the terms of the Issue, including the merits and risks involved.
Eligible Investors
The Equity Shares are being issued and sold outside the United States, in offshore transactions in reliance
on Regulation S and the applicable laws of the jurisdiction where those issues and sales occur and who
are deemed to have made the representations set forth immediately below.
Each purchaser that is acquiring the Equity Shares issued pursuant to the Issue outside the United States,
by a declaration included in the Bid cum Application Form and its acceptance of the Red Herring
Prospectus and of the Equity Shares issued pursuant to the offer, will be deemed to have acknowledged,
represented and warranted to and agreed with our Company and the BRLM that it has received a copy of
the Red Herring Prospectus and such other information as it deems necessary to make an informed
investment decision and that:
1. the purchaser is authorized to consummate the purchase of the Equity Shares issued pursuant to the
Issue in compliance with all applicable laws and regulations;
2. the purchaser acknowledges that the Equity Shares have not been and will not be registered under
the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of
the United States and accordingly may not be Issued or sold within the United States except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act;
3. the purchaser is purchasing the Equity Shares issued pursuant to the Issue in an offshore transaction
meeting the requirements of Rule 903 of Regulation S under the U.S. Securities Act;
4. the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;
5. the purchaser agrees that neither the purchaser, nor any of its affiliates, nor any person acting on
behalf of the purchaser or any of its affiliates, will make any "directed selling efforts" as defined in
Regulation S under the U.S. Securities Act in the United States with respect to the Equity Shares;
6. is not acquiring the Equity Shares as a result of any “directed selling efforts” (within the meaning of
Rule 902(c) under the U.S. Securities Act);
7. the purchaser acknowledges that our Company, the BRLM, their respective affiliates and others will
rely upon the truth and accuracy of the foregoing acknowledgements, representations and
agreements and agrees that, if any of such acknowledgements, representations and agreements
deemed to have been made by virtue of its purchase of such Equity Shares are no longer accurate, it
will promptly notify our Company, and if it is acquiring any of such Equity Shares as a fiduciary or
agent for one or more accounts, it represents that it has sole investment discretion with respect to
each such account and that it has full power to make the foregoing acknowledgements,
representations and agreements on behalf of such account.
PARTICIPATION BY THE PROMOTERS, THE MEMBERS OF THE PROMOTER GROUP, THE BRLM, THE
SYNDICATE MEMBER(S) AND PERSONS RELATED TO THE PROMOTERS/THE MEMBERS OF THE
PROMOTER GROUP/THE BRLM
The BRLM and the Syndicate Members shall not be allowed to purchase the Equity Shares in any manner,
except towards fulfilling their underwriting obligations. However, the respective associates and affiliates
of the BRLM and the Syndicate Members may purchase Equity Shares in the Issue, either in the QIB
Category, where the allocation is on a proportionate basis, or the Non-Institutional Category, as may be
applicable to such Bidders, and such subscription may be on their own account or on behalf of their clients.
Page 402 of 465All categories of investors, including respective associates or affiliates of the BRLM and Syndicate
Members, shall be treated equally for the purpose of allocation to be made on a proportionate basis.
Except as stated below, neither the BRLM nor any associate of the BRLM can apply in the Issue under the
Anchor Investor Portion:
(i) mutual funds sponsored by entities which are associate of the BRLM;
(ii) insurance companies promoted by entities which are associate of the BRLM;
(iii) AIFs sponsored by the entities which are associate of the BRLM; or
(iv) FPIs (other than individuals, corporate bodies and family offices) sponsored by the entities which
are associate of the BRLM.
Further, the Promoters and members of the Promoter Group shall not participate by applying for Equity
Shares in the Issue. Further, persons related to the Promoters and the member of the Promoter Group
shall not apply in the Issue under the Anchor Investor Portion.
However, a QIB who has any of the following rights in relation to our Company shall be deemed to be a
person related to the Promoters or the members of the Promoter Group of our Company:
(i) rights under a shareholders’ agreement or voting agreement entered into with the Promoters or
the members of the Promoter Group of our Company;
(ii) veto rights; or
(iii) right to appoint any nominee director on the Board.
Further, an Anchor Investor shall be deemed to be an “associate of the BRLM” if:
(i) either of them controls, directly or indirectly through its subsidiary or holding company, not less
than 15% of the voting rights in the other; or
(ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control
over the other; or
(iii) there is a common director, excluding nominee director, among the Anchor Investors and the BRLM.
BIDS BY MUTUAL FUNDS
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged
along with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM,
reserve the right to reject any Bid without assigning any reason thereof, subject to applicable law.
Bids made by asset management companies or custodians of Mutual Funds shall specifically state names
of the concerned schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund
registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be
treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which such Bid
has been made.
No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity-related
instruments of any single company, provided that the limit of 10% shall not be applicable for investments
in case of index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should
own more than 10% of any company’s paid-up share capital carrying voting rights.
BIDS BY ELIGIBLE NRIS
Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for
residents (White in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum
Application Form meant for Non-Residents (Blue in colour). Only Bids accompanied by payment in Indian
Page 403 of 465Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRIs may obtain
copies of Bid cum Application Form from the Designated Intermediaries.
Eligible NRI Bidders Bidding on a repatriation basis by using the Non-Resident Forms should authorise
their SCSB (if they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate Request
(in case of UPI Bidders Bidding through the UPI Mechanism) to block their Non-Resident External (“NRE”)
accounts, or Foreign Currency Non-Resident (“FCNR”) Accounts, and Eligible NRI Bidders Bidding on a non-
repatriation basis by using Resident Forms should authorise their respective SCSBs (if they are Bidding
directly through SCSB) or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding
through the UPI Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid
Amount, at the time of the submission of the Bid cum Application Form.
In accordance with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall
not exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the
paid-up value of each series of debentures or preference shares or share warrants issued by an Indian
company and the total holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-
up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series of
debentures or preference shares or share warrant. Provided that the aggregate ceiling of 10% may be
raised to 24% if a special resolution to that effect is passed by the general body of the Indian company.
Eligible NRIs will be permitted to apply in the Issue through Channel I or Channel II (as specified in the SEBI
UPI Circulars). Further, subject to applicable law, Eligible NRIs may use Channel IV (as specified in the SEBI
UPI Circulars) to apply in the Offer, provided the UPI facility is enabled for their NRE/NRO accounts.
For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian
Securities” on page 418.
Participation of Eligible NRIs in the Issue shall be subject to the FEMA Rules.
BIDS BY HUFS
Bids by HUFs, should be made in the individual name of the Karta. The Bidder/Applicant should specify
that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as
follows: “Name of sole or First Bidder/Applicant: XYZ Hindu Undivided Family applying through XYZ, where
XYZ is the name of the Karta”. Bids/Applications by HUFs will be considered at par with Bids/Applications
from individuals.
BIDS BY FPIS
In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group
(which means multiple entities registered as FPIs and directly or indirectly having common ownership of
more than 50% or common control) must be below 10% of the Post-Issue Equity Share capital. Further, in
terms of the FEMA Rules, the total holding by each FPI or an investor group shall be below 10% of the
total paid-up Equity Share capital of our Company. With effect from April 1, 2020, the aggregate limit by
FPIs shall be the sectoral caps applicable to the Indian company as prescribed in the FEMA Rules with
respect to its paid-up equity capital on a fully diluted basis. While the aggregate limit as provided above
could have been decreased by the concerned Indian companies to a lower threshold limit of 24% or 49%
or 74% as deemed fit, with the approval of its board of directors and its shareholders through a resolution
and a special resolution, respectively before March 31, 2020, our Company has not decreased such limit
and accordingly the applicable limit with respect to our Company is 100%. In terms of the FEMA Rules, for
calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations is required to be attached to the Bid cum Application Form, failing which our Company, in
Page 404 of 465consultation with the BRLM, reserves the right to reject any Bid without assigning any reason. FPIs who
wish to participate in the Issue are advised to use the Bid cum Application Form for Non- Residents (Blue
in colour).
A FPI may purchase or sell equity shares of an Indian company which is listed or to be listed on a
recognised stock exchange in India, and/or may purchase or sell securities other than equity instruments.
FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which
may be specified by the Government from time to time.
To ensure compliance with the applicable limits, SEBI, pursuant to its circular dated July 13, 2018, has
directed that at the time of finalisation of the Basis of Allotment, the Registrar to the Issue shall (i) use the
PAN issued by the Income Tax Department of India for checking compliance for a single FPI, and (ii) obtain
validation from Depositories for the FPIs who have invested in the Issue to ensure there is no breach of
the investment limit, within the timelines for Issue procedure, as prescribed by SEBI from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms
of Regulation 21 of the SEBI FPI Regulations, an FPI, may Issue, subscribe to or otherwise deal in offshore
derivative instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name
called, which is issued overseas by an FPI against securities held by it in India, as its underlying) directly or
indirectly, only in the event (i) such offshore derivative instruments are issued only by persons registered
as Category I FPIs, (ii) such offshore derivative instruments are issued only to persons eligible for
registration as Category I FPIs, (iii) such offshore derivative instruments are issued after compliance with
“know your client” norms, and (iv) such other conditions as may be specified by SEBI from time to time.
An FPI issuing offshore derivate instruments is also required to ensure that any transfer of offshore
derivative instrument is made by, or on behalf of it subject to, among others, the following conditions:
(a) each offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI
Regulations; and
(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred to are pre-approved by the FPI.
Further, Bids by following FPIs, submitted with the same PAN but with different beneficiary account
numbers, Client IDs and DP IDs may not be regarded as multiple Bids:
• FPIs which utilise the multi-investment manager (“MIM”) structure.
• Offshore derivative instruments (“ODI”) which have obtained separate FPI registration for ODI and
proprietary derivative investments.
• Sub funds or separate class of investors with segregated portfolio who obtain separate FPI
registration.
• FPI registrations granted at investment strategy level/sub fund level where a collective investment
scheme or fund has multiple investment strategies/sub-funds with identifiable differences and
managed by a single investment manager.
• Multiple branches in different jurisdictions of foreign bank registered as FPIs.
• Government and Government related investors registered as Category I FPIs.
• Entities registered as collective investment scheme having multiple share classes.
The Bids belonging to the aforesaid seven structures and having same PAN may be collated and identified
as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately
distributed to the applicant FPIs (with same PAN). In order to ensure valid Bids, FPIs making multiple Bids
using the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required
to provide a confirmation along with each of their Bid cum Application Forms that the relevant FPIs making
multiple Bids utilise any of the above-mentioned structures and indicate the name of their respective
investment managers in such confirmation.
In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be rejected.
Page 405 of 465BIDS BY SEBI REGISTERED AIFS, VCFS AND FVCIS
The SEBI AIF Regulations prescribe, among others, the investment restrictions on AIFs. Post the repeal of
the SEBI VCF Regulations, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations
shall continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme managed by
the fund is wound up and such fund shall not launch any new scheme after the notification of the SEBI AIF
Regulations. The SEBI FVCI Regulations prescribe the investment restrictions on FVCIs.
Category I AIFs and Category II AIFs cannot invest more than 25% of the investible funds in one investee
company directly or through investment in the units of other AIFs. A category III AIF cannot invest more
than 10% of the investible funds in one investee company directly or through investment in the units of
other AIFs. A VCF registered as a Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more
than one-third of its investible funds by way of subscription to an initial public offering of a venture capital
undertaking.
The holding in any company by any individual VCF or FVCI registered with SEBI should not exceed 25% of
the corpus of the VCF or FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds
in various prescribed instruments, including in initial public offerings.
Further, the shareholding of VCFs, Category I AIFs or Category II AIFs and FVCIs in a company prior to an
initial public offering being undertaken by such company, shall be exempt from lock-in requirements,
provided that such equity shares shall be locked in for a period of at least six months from the date of
purchase by the VCF or AIF or FVCI. However, if such VCFs, Category I AIFs or Category II AIFs and FVCIs
hold individually or with persons acting in concert, more than 20% of the Pre-Issue shareholding of such
company, this exemption from lock-in requirements will not be applicable.
There is no reservation for Eligible NRIs, AIFs, FPIs and FVCIs. All such Bidders will be treated on the same
basis with other categories for the purpose of allocation. Participation of VCFs, AIFs or FVCIs in the Issue
shall be subject to the FEMA Rules.
All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company or the BRLM will not be responsible for loss, if any, incurred by the Bidder on account of
conversion of foreign currency.
BIDS BY LIMITED LIABILITY PARTNERSHIPS
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act,
2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008,
must be attached to the Bid cum Application Form. Failing this, our Company in consultation with the
BRLM reserves the right to reject any Bid without assigning any reason thereof.
BIDS BY BANKING COMPANIES
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, and (ii) the approval of such banking company’s investment committee are
required to be attached to the Bid cum Application Form, failing which our Company, in consultation with
the BRLM, reserves the right to reject any Bid without assigning any reason.
The investment limit for banking companies in non-financial services companies as per the Banking
Regulation Act, 1949, as amended, (“Banking Regulation Act”), and the Master Directions - Reserve Bank
of India (Financial Services provided by Banks) Directions, 2016, as amended, is 10% of the paid-up share
Page 406 of 465capital of the investee company, not being its subsidiary engaged in non-financial services, or 10% of the
banking company’s paid-up share capital and reserves, whichever is lower.
However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of
the paid up share capital of such investee company if (i) the investee company is engaged in non-financial
activities permitted for banking companies in terms of Section 6(1) of the Banking Regulation Act, (ii) the
additional acquisition is through restructuring of debt, or to protect the banking company’s interest on
loans/investments made to a company, (iii) hold along with its subsidiaries, associates or joint ventures
or entities directly or indirectly controlled by the bank, and mutual funds managed by asset management
companies controlled by the bank, more than 20% of the investee company’s paid up share capital
engaged in non-financial services. However, this cap does not apply to the cases mentioned in (i) and (ii)
above.
Further, the aggregate investment by a banking company in all its subsidiaries and other entities engaged
in financial services and non-financial services, including overseas investments, cannot exceed 20% of the
banking company’s paid up share capital and reserves.
The banking company is required to submit a time-bound action plan for disposal of such shares within a
specified period to RBI. A banking company would require a prior approval of RBI to make (i) investment
in a subsidiary or a financial services company that is not a subsidiary (with certain exceptions prescribed),
and (ii) investment in a non-financial services company in excess of 10% of such investee company’s paid-
up share capital as stated in para 5(a)(v)(c)(i) of the Reserve Bank of India (Financial Services provided by
Banks) Directions, 2016, as amended.
BIDS BY SCSBS
SCSBs participating in the Issue are required to comply with the terms of the circulars dated September
13, 2012 and January 2, 2013 issued by SEBI. Such SCSBs are required to ensure that for making
applications on their own account using ASBA, they should have a separate account in their own name
with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making
application in public Offers and clear demarcated funds should be available in such account for such Bids.
BIDS BY INSURANCE COMPANIES
In case of Bids made by insurance companies registered with the IRDA, a certified copy of certificate of
registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company,
in consultation with the BRLM, reserves the right to reject any Bid without assigning any reason thereof.
The exposure norms for insurers are prescribed under Regulation 9 of the Insurance Regulatory and
Development Authority of India (Investment) Regulations, 2016 (“IRDAI Investment Regulations”), and
are based on investments in the equity shares of a company, the entire group of the investee company
and the industry sector in which the investee company operates. Bidders are advised to refer to the IRDAI
Investment Regulations 2016, as amended, which are broadly set forth below:
(a) equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10%
of the respective fund in case of life insurer or 10% of investment assets in case of general insurer or
reinsurer;
(b) the entire group of the investee company: not more than 15% of the respective fund in case of a life
insurer or 15% of investment assets in case of a general insurer or reinsurer or 15% of the investment
assets in all companies belonging to the group, whichever is lower; and
(c) the industry sector in which the investee company operates: not more than 15% of the fund of a life
insurer or a general insurer or a reinsurer or 15% of the investment asset, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of
an amount of 10% of the investment assets of a life insurer or general insurer and the amount calculated
under (a), (b) and (c) above, as the case may be.
Page 407 of 465*The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for
insurance companies with investment assets of ₹ 2,50,00,000 lakhs or more and 12% of outstanding
equity shares (face value) for insurers with investment assets of ₹ 50,00,000 lakhs or more but less than
₹ 2,50,00,000 lakhs.
Insurance companies participating in this Issue shall comply with all applicable regulations, guidelines and
circulars issued by IRDAI, from time to time, including the IRDAI Investment Regulations for specific
investment limits applicable to them.
BIDS BY SYSTEMICALLY IMPORTANT NON-BANKING FINANCIAL COMPANIES
In case of Bids made by NBFC-SI, a certified copy of the certificate of registration issued by RBI, a certified
copy of its last audited financial statements on a standalone basis and a net worth certificate from its
statutory auditor(s), must be attached to the Bid cum Application Form. Failing this, our Company, in
consultation with the BRLM, reserves the right to reject any Bid, without assigning any reason thereof.
NBFC-SI participating in the Issue shall comply with all applicable regulations, guidelines and circulars
issued by RBI from time to time.
The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
In accordance with existing regulations issued by the RBI, OCBs cannot participate in this Issue.
The above information is given for the benefit of the Bidders. Our Company and the BRLM are not liable
for any amendments or modification or changes in applicable laws or regulations, which may occur
after the date of this Red Herring Prospectus. Bidders are advised to make their independent
investigations and ensure that any single Bid from them does not exceed the applicable investment
limits or maximum number of the Equity Shares that can be held by them under applicable law or
regulation or as specified in the Red Herring Prospectus.
BIDS UNDER POWER OF ATTORNEY
In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered
societies, eligible FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, insurance funds set up by the
army, navy or air force of the India, insurance funds set up by the Department of Posts, India or the
National Investment Fund and provident funds with a minimum corpus of ₹ 2,500 lakhs (subject to
applicable laws) and pension funds with a minimum corpus of ₹ 2,500 lakhs, a certified copy of the power
of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the
memorandum of association and articles of association and/or bye laws must be lodged along with the
Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserves the right to
accept or reject any Bid in whole or in part, in either case, without assigning any reason thereof.
Our Company, in consultation with the BRLM, in their absolute discretion, reserve the right to relax the
above condition of simultaneous lodging of the power of attorney along with the Bid cum Application
Form, subject to such terms and conditions that our Company, in consultation with the BRLM, may deem
fit.
BIDS BY PROVIDENT FUNDS/PENSION FUNDS
In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus
of ₹ 2,500 lakhs, a certified copy of certificate from a chartered accountant certifying the corpus of the
provident fund/pension fund must be attached to the Bid cum Application Form. Failing this, our
Company, in consultation with the BRLM, reserves the right to reject any Bid, without assigning any reason
therefor.
Page 408 of 465BIDS BY ANCHOR INVESTORS
In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this
section the key terms for participation by Anchor Investors are provided below. Anchor Investor
Application Forms will be made available for the Anchor Investor Portion at the offices of the BRLM.
Except for Mutual Funds, AIFs or FPIs (other than individuals, corporate bodies and family offices)
sponsored by entities which are associates of the BRLM or insurance companies promoted by entities
which are associates of the BRLM, no BRLM or its respective associates can apply in the Issue under the
Anchor Investor Portion.
Further, an Anchor Investor shall be deemed to be an “associate of the BRLM” if: (i) either of them
controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the voting
rights in the other, or (ii) either of them, directly or indirectly, by itself or in combination with other
persons, exercises control over the other, or (iii) there is a common director, excluding nominee director,
among the Anchor Investors and the BRLM.
The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹ 1000.00
lakhs. A Bid cannot be submitted for over 60% of the QIB Category. In case of a Mutual Fund, separate
Bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum application
size of ₹ 1000.00 lakhs.
Up to 40% of the Anchor Investor Portion shall be reserved in the following manner (i) 33.33% of the
Anchor Investor Portion shall be reserved for domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor
Portion shall be reserved for Life Insurance Companies and Pension Funds, subject to valid Bids being
received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or
above the Anchor Investor Allocation Price. Bidding for Anchor Investors will open one Working Day
before the Bid/Issue Opening Date and will be completed on the same day. Our Company, in consultation
with the BRLM may finalise allocation to the Anchor Investors on a discretionary basis, provided that the
minimum number of Allottees in the Anchor Investor Portion will not be less than:
(a) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹
1000.00 lakhs;
(b) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor
Investor Portion is more than ₹ 1000.00 lakhs but up to ₹ 25,000.00 lakhs, subject to a minimum
Allotment of ₹ 500.00 lakhs per Anchor Investor; and
(c) in case of allocation above ₹ 25,000.00 lakhs under the Anchor Investor Portion, a minimum of five
such investors and a maximum of 15 Anchor Investors for allocation up to ₹ 25,000.00 lakhs, and an
additional 10 Anchor Investors for every additional ₹ 25,000.00 lakhs, subject to minimum Allotment
of ₹ 500.00 lakhs per Anchor Investor.
Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of
Equity Shares allocated to Anchor Investors and the price at which the allocation is made, will be made
available in the public domain by the BRLM before the Bid/Issue Opening Date, through intimation to the
Stock Exchanges. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after
submission of the Bid. If the Issue Price is greater than the Anchor Investor Allocation Price, the additional
amount being the difference between the Issue Price and the Anchor Investor Issue Price will be payable
by the Anchor Investors on the Anchor Investor pay-in date specified in the CAN. If the Issue Price is lower
than the Anchor Investor Issue Price, Allotment to successful Anchor Investors will be at the higher price.
50% of the Equity Shares Allotted to Anchor Investors under the Anchor Investor Portion shall be locked-
in for a period of 90 days from the date of Allotment and the remaining 50% shall be locked in for a period
of 30 days from the date of Allotment.
Bids made by QIBs under both the Anchor Investor Portion and the QIB Category will not be considered
multiple Bids.
Page 409 of 465INFORMATION FOR BIDDERS
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted
in the Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s
responsibility to obtain the acknowledgment slip from the relevant Designated Intermediary. The
registration of the Bid by the Designated Intermediary does not guarantee that the Equity Shares shall be
allocated/Allotted. Such acknowledgement slip will be non-negotiable and by itself will not create any
obligation of any kind. When a Bidder revises his or her Bid, he /she shall surrender the earlier
acknowledgement slip and may request for a revised acknowledgment slip from the relevant Designated
Intermediary as proof of his or her having revised the previous Bid.
In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their
network and software of the electronic bidding system should not in any way be deemed or construed to
mean that the compliance with various statutory and other requirements by our Company and/or the
BRLM are cleared or approved by the Stock Exchanges, nor does it in any manner warrant, certify or
endorse the correctness or completeness of compliance with the statutory and other requirements, nor
does it take any responsibility for the financial or other soundness of our Company, the management or
any scheme or project of our Company, nor does it in any manner warrant, certify or endorse the
correctness or completeness of any of the contents of this Red Herring Prospectus, nor does it warrant
that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges.
GENERAL INSTRUCTIONS
Please note that QIBs and Non-Institutional Bidders are not permitted to withdraw their Bid(s) or lower
the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Bidders can revise their Bid(s) during the Bid/Issue Period and withdraw their Bid(s) until
Bid/Issue Closing Date. Anchor Investors are not allowed to withdraw or lower the size of their Bids after
the Anchor Investor Bidding Date.
Do’s:
1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable
law, rules, regulations, guidelines and approvals;
2. Ensure that you have Bid within the Price Band;
3. Ensure that you (other than the Anchor Investors) have mentioned the correct ASBA Account number
(for all Bidders other than UPI Bidders Bidding using the UPI Mechanism) in the Bid cum Application
Form and such ASBA account belongs to you and no one else. Further, UPI Bidders using the UPI
Mechanism must also mention their UPI ID and shall use only their own bank account which is linked
to their UPI ID;
4. UPI Bidders Bidding using the UPI Mechanism shall ensure that the bank, with which they have their
bank account, where the funds equivalent to the application amount are available for blocking is UPI
2.0 certified by NPCI before submitting the ASBA Form to any of the Designated Intermediaries;
5. UPI Bidders Bidding using the UPI Mechanism through the SCSBs and mobile applications shall ensure
that the name of the bank appears in the list of SCSBs which are live on UPI, as displayed on SEBI
website. UPI bidders shall ensure that the name of the app and the UPI handle which is used for
making the application appears on the list displayed on SEBI website. An application made using
incorrect UPI handle or using a bank account of an SCSB or bank which is not mentioned on SEBI
website is liable to be rejected;
6. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
7. Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and
the Bidders depository account is active, as Allotment of the Equity Shares will be in dematerialised
form only;
8. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is
submitted to the Designated Intermediary at the Bidding Centre within the prescribed time. UPI
Bidders using UPI Mechanism, may submit their ASBA Forms with Syndicate Members, Registered
Page 410 of 465Brokers, CRTAs or CDPs and should ensure that the Bid cum Application Form contains the stamp of
such Designated Intermediary;
9. In case of joint Bids, ensure that First Bidder is the ASBA Account holder (or the UPI-linked bank
account holder, as the case may be) and the signature of the First Bidder is included in the Bid cum
Application Form;
10. If the First Bidder is not the ASBA Account holder (or the UPI-linked bank account holder, as the case
may be), ensure that the Bid cum Application Form is signed by the ASBA Account holder (or the UPI
linked bank account holder, as the case may be). Bidders (except UPI Bidders Bidding using the UPI
Mechanism) should ensure that they have an account with an SCSB and have mentioned the correct
bank account number of that SCSB in the Bid cum Application Form. UPI Bidders Bidding using the
UPI Mechanism should ensure that they have mentioned the correct UPI-linked bank account
number and their correct UPI ID in the Bid cum Application Form;
11. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
12. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s)
in which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid
cum Application Form should contain only the name of the First Bidder whose name should also
appear as the first holder of the beneficiary account held in joint names;
13. Ensure that you request for and receive a stamped acknowledgment in the form of a counterfoil or
by specifying the application number for all your Bid options as proof of registration of the Bid cum
Application Form from the concerned Designated Intermediary;
14. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB
before submitting the Bid cum Application Form under the ASBA process to any of the Designated
Intermediaries;
15. Submit revised Bids to the same Designated Intermediary, through whom the original Bid is placed
and obtain a revised acknowledgment;
16. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their
PAN for transacting in the securities market, (ii) Bids by persons resident in the state of Sikkim, who,
in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for
transacting in the securities market, and (iii) any other category of Bidders, including without
limitation, multilateral/bilateral institutions, which may be exempted from specifying their PAN for
transacting in the securities market, all Bidders should mention their PAN allotted under the IT Act.
The exemption for the Central or the State Government and officials appointed by the courts and for
investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the
respective depositories confirming the exemption granted to the beneficiary owner by a suitable
description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the
case of residents of Sikkim, the address as per the Demographic Details evidencing the same. All
other applications in which PAN is not mentioned will be rejected;
17. Ensure that the Demographic Details are updated, true and correct in all respects;
18. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth
Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special
Executive Magistrate under official seal;
19. Ensure that the category and the investor status is indicated in the Bid cum Application Form to
ensure proper upload of your Bid in the electronic Bidding system of the Stock Exchanges;
20. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc.,
relevant documents, including a copy of the power of attorney, are submitted;
21. Ensure that Bids submitted by any person outside India should be in compliance with applicable
foreign and Indian laws;
22. Bidders (except UPI Bidders Bidding using the UPI Mechanism) should instruct their respective banks
to release the funds blocked in the ASBA Account under the ASBA process. UPI Bidders Bidding using
the UPI Mechanism, should ensure that they approve the UPI Mandate Request generated by the
Sponsor Bank to authorise blocking of funds equivalent to application amount and subsequent debit
of funds in case of Allotment, in a timely manner;
Page 411 of 46523. Note that in case the DP ID, Client ID and the PAN mentioned in their Bid cum Application Form and
entered into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary,
as the case may be, do not match with the DP ID, Client ID and PAN available in the Depository
database, then such Bids are liable to be rejected;
24. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other
than for Anchor Investors and Retail Individual Bidders) is submitted to a Designated Intermediary in
a Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA Form, is
maintained has named at least one branch at that location for the Designated Intermediary to deposit
ASBA Forms (a list of such branches is available on the website of SEBI at www.sebi.gov.in);
25. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application
Form, or have otherwise provided an authorisation to the SCSB via the electronic mode, for blocking
funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form
at the time of submission of the Bid;
26. UPI Bidders Bidding using the UPI Mechanism shall ensure that details of the Bid are reviewed and
verified by opening the attachment in the UPI Mandate Request and then proceed to authorise the
UPI Mandate Request using their UPI PIN. Upon the authorisation of the mandate using their UPI PIN,
the UPI Bidder may be deemed to have verified the attachment containing the application details of
the UPI Bidder Bidding using the UPI Mechanism in the UPI Mandate Request and have agreed to
block the entire Bid Amount and authorised the Sponsor Bank to Issue a request to block the Bid
Amount mentioned in the Bid Cum Application Form in their ASBA Account;
27. UPI Bidders Bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in case
of single account) and of the First Bidder (in case of joint account) in the Bid cum Application Form;
28. UPI Bidders Bidding using the UPI Mechanism, who have revised their Bids subsequent to making the
initial Bid, should also approve the revised UPI Mandate Request generated by the Sponsor Bank to
authorise blocking of funds equivalent to the revised Bid Amount in their account and subsequent
debit of funds in case of allotment in a timely manner;
29. Bids by Eligible NRIs, HUFs and FPIs other than individuals, corporate bodies and family offices, for a
Bid Amount of less than ₹ 200,000 would be considered under the Retail Category for the purposes
of allocation and Bids for a Bid Amount exceeding ₹ 200,000 would be considered under the Non-
Institutional Category for allocation in the Issue;
30. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLM;
31. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank prior to
12:00 p.m. of the Working Day immediately after the Bid/Issue Closing Date; and
32. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and
DP IDs, are required to submit a confirmation that their Bids are under the MIM structure and
indicate the name of their investment managers in such confirmation which shall be submitted along
with each of their Bid cum Application Forms. In the absence of such confirmation from the relevant
FPIs, such MIM Bids shall be rejected.
Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid for a Bid Amount exceeding ₹ 200,000 (for Bids by RIIs) and ₹ 500,000, net of Employee
Discount, if any (for Bids by Eligible Employees);
3. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;
4. Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated
Intermediary;
5. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or
by stock invest;
6. Do not send Bid cum Application Forms by post; instead submit the same to the Designated
Intermediary only;
7. Anchor Investors should not Bid through the ASBA process;
8. Do not submit the Bid cum Application Forms to any non-SCSB bank or to our Company or at a
location other than the Bidding Centres;
Page 412 of 4659. Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant
Designated Intermediary;
10. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
11. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Issue size
and/or investment limit or maximum number of the Equity Shares that can be held under the
applicable laws or regulations or maximum amount permissible under the applicable regulations or
under the terms of the Red Herring Prospectus;
12. Do not submit your Bid after 3.00 pm on the Bid/Issue Closing Date;
13. If you are a QIB, do not submit your Bid after 3.00 p.m. on the QIB Bid/Issue Closing Date;
14. Do not submit the General Index Register (GIR) number instead of the PAN;
15. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (where applicable) or provide
details for a beneficiary account which is suspended or for which details cannot be verified by the
Registrar to the Issue;
16. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available
for blocking in the relevant ASBA Account or in the case of UPI Bidders Bidding using the UPI
Mechanism, in the UPI-linked bank account where funds for making the Bid are available;
17. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or
the Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidders. RIIs can revise or
withdraw their Bids on or before the Bid/Issue Closing Date;
18. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid
cum Application Forms in a colour prescribed for another category of Bidder;
19. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the
NPCI in case of Bids submitted by UPI Bidders using the UPI Mechanism;
20. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your
relevant constitutional documents or otherwise;
21. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than
minors having valid depository accounts as per Demographic Details provided by the Depository);
22. Do not submit more than one Bid cum Application Form per ASBA Account. If you are a UPI Bidder
and are using UPI Mechanism, do not submit more than one Bid cum Application Form for each UPI
ID;
23. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
24. Do not submit a Bid cum Application Form with third party UPI ID or using a third party bank account
(in case of Bids submitted by UPI Bidders using the UPI Mechanism);
25. Do not submit ASBA Bids to a Designated Intermediary at a Bidding Centre unless the SCSB where
the ASBA Account is maintained, as specified in the Bid cum Application Form, has named at least
one branch in the relevant Bidding Centre, for the Designated Intermediary to deposit ASBA Forms
(a list of such branches is available on the website of SEBI at www.sebi.gov.in);
26. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the
relevant ASBA Forms or to our Company;
27. Do not Bid for Equity Shares more than what is specified by respective Stock Exchange for each
category;
28. Do not submit Bids to a Designated Intermediary at a location other than Specified Locations. If you
are UPI Bidder and are using UPI Mechanism, do not submit the ASBA Form directly with SCSBs;
29. Do not Bid if you are an OCB; and
30. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the
ASBA process
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.
Further, in case of any Pre-Issue or Post-Issue related issues regarding share certificates/demat
credit/refund orders/unblocking etc., investors shall reach out to the Company Secretary and Compliance
Officer. For details of the Company Secretary and Compliance Officer, see “General Information -
Company Secretary and Compliance Officer” on page 89.
Page 413 of 465GROUNDS FOR TECHNICAL REJECTIONS
In addition to the grounds for rejection of Bids on technical grounds as provided in the General
Information Document, Bidders are requested to note that Bids may be rejected on the following
additional technical grounds:
1) Bid submitted without instruction to the SCSB to block the entire Bid Amount;
2) Bids which do not contain details of the Bid Amount and the bank account or UPI ID (for RIBs using
the UPI Mechanism) details in the ASBA Form;
3) Bids submitted on a plain paper;
4) Bids submitted by RIBs using the UPI Mechanism through an SCSB and/or using a Mobile App or UPI
handle, not listed on the website of SEBI;
5) Bids under the UPI Mechanism submitted by RIBs using third party bank accounts or using a third
party linked bank account UPI ID, subject to availability of information from the Sponsor Bank;
6) ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated
Intermediary;
7) Bids submitted without the signature of the First Bidder or sole Bidder;
8) The ASBA Form not being signed by the account holders, if the account holder is different from the
Bidder;
9) Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are
“suspended for credit” in terms of SEBI circular (reference number: CIR/MRD/DP/ 22 /2010) dated
July 29, 2010;
10) Bids by Retail Individual Bidders with Bid Amount for a value of more than ₹200,000 (net of retail
discount);
11) GIR number furnished instead of PAN;
12) Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals; and
13) Bids accompanied by cheque(s), demand draft(s), stock invest, money order, postal order or cash and
14) Bids uploaded by QIBs after 4.00 pm on the QIB Bid/Issue Closing Date and by Non-Institutional
Bidders uploaded after 4.00 p.m. on the Bid/Issue Closing Date, and Bids by RIBs uploaded after 5.00
p.m. on the Bid/Issue Closing Date, unless extended by the Stock Exchanges.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through
the UPI Mechanism) exceeding two Working Days from the Bid/Issue Closing Date, the Bidder shall be
compensated in accordance with applicable law. Further, Investors shall be entitled to compensation in
the manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16,
2021 in case of delays in resolving investor grievances in relation to blocking/unblocking of funds.
Further, SEBI vide its circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and as
amended pursuant to SEBI master circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21,
2023, has reduced the timelines for refund of Application money to two days.
NAMES OF ENTITIES RESPONSIBLE FOR FINALIZING THE BASIS OF ALLOTMENT IN A FAIR AND PROPER
MANNER
The authorised employees of the Stock Exchanges, along with the Book Running Lead Manager and the
Registrar to the Issue, shall ensure that the Basis of Allotment is finalised in a fair and proper manner in
accordance with the procedure specified in the SEBI ICDR Regulations.
METHOD OF ALLOTMENT AS MAY BE PRESCRIBED BY SEBI FROM TIME TO TIME
Our Company will not make any Allotment in excess of the Equity Shares Issued through the Issue except
in case of oversubscription for the purpose of rounding off to make Allotment, in consultation with the
Page 414 of 465Designated Stock Exchange. Further, upon oversubscription, an Allotment of not more than 1% of the Net
Issue may be made for the purpose of making Allotment in minimum Bid Lots.
The Allotment of Equity Shares to applicants other than to the Retail Individual Bidders, Non-Institutional
Investors and Anchor Investors shall be on a proportionate basis within the respective investor categories
and the number of securities allotted shall be rounded off to the nearest integer, subject to minimum
Allotment being equal to the minimum application size as, determined and disclosed.
The Allotment of Equity Shares to each Retail Individual Bidder and Non-Institutional Bidders shall not be
less than the minimum Bid Lot, subject to the availability of Equity Shares in the Retail Individual Bidder
category and the Non-Institutional Category, respectively, and the remaining available Equity Shares, if
any, shall be Allotted on a proportionate basis.
PAYMENT INTO ESCROW ACCOUNT(S) FOR ANCHOR INVESTORS
Our Company, in consultation with the BRLM in their absolute discretion, will decide the list of Anchor
Investors to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to
them in their respective names will be notified to such Anchor Investors. Anchor Investors are not
permitted to Bid in the Issue through the ASBA process. Instead, Anchor Investors should transfer the Bid
Amount (through direct credit, RTGS or NEFT). The payment instruments for payment into the Escrow
Account should be drawn in favour of:
(i) In case of resident Anchor Investors: “ADVIT JEWELS LIMITED ANCHOR R ACCOUNT”
(ii) In case of non-resident Anchor Investors: “ADVIT JEWELS LIMITED ANCHOR NR ACCOUNT”
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been
established as an arrangement between our Company, the Syndicate, the Bankers to the Issue and the
Registrar to the Issue to facilitate collections from Anchor Investors.
DEPOSITORY ARRANGEMENTS
The Allotment of the Equity Shares in the Issue shall be only in a dematerialized form, (i.e., not in the form
of physical certificates but be fungible and be represented by the statement issued through the electronic
mode). For more information, see chapter titled “Terms of the Issue” beginning on page 385.
PRE-ISSUE ADVERTISEMENT
Subject to Section 30 of the Companies Act, 2013, our Company will, after filing the Red Herring
Prospectus with the RoC, publish a Pre-Issue advertisement, in the form prescribed by the SEBI ICDR
Regulations, in all editions of Financial Express, the English national daily newspaper, all editions of
Jansatta, the Hindi national daily newspaper and all editions of Business Remedies, the Regional daily
newspaper, (Hindi being the local language of Jaipur, Rajasthan, where our registered and corporate office
is situated). Our Company shall, in the Pre-Issue advertisement state the Bid/Issue Opening Date, the
Bid/Issue Closing Date and the QIB Bid/Issue Closing Date. This advertisement, subject to the provisions
of Section 30 of the Companies Act, 2013, shall be in the format prescribed in Part A of Schedule X of the
SEBI ICDR Regulations.
POST-ISSUE ADVERTISEMENT
Our Company, the BRLM and the Registrar to the Issue shall publish a Post-Issue advertisement in terms
of Regulation 51(1) of SEBI ICDR Regulations on or before the date of commencement of trading,
disclosing the date of commencement of trading in all editions of Financial Express, the English national
daily newspaper, all editions of Jansatta, the Hindi national daily newspaper and all editions of Business
Page 415 of 465Remedies, the Regional daily newspaper, (Hindi being the local language of Jaipur, Rajasthan, where our
registered and corporate office is situated), each with wide circulation.
The above information is given for the benefit of the Bidders/applicants. Our Company and the
members of the Syndicate are not liable for any amendments or modification or changes in applicable
laws or regulations, which may occur after the date of this Red Herring Prospectus. Bidders/applicants
are advised to make their independent investigations and ensure that the number of Equity Shares Bid
for do not exceed the prescribed limits under applicable laws or regulations.
SIGNING OF THE UNDERWRITING AGREEMENT AND THE FILING WITH THE ROC
Our Company intend to enter into an Underwriting Agreement with the Underwriters on or immediately
after the determination of the Issue Price. After signing the Underwriting Agreement, the Company will
file the Prospectus with the RoC. The Prospectus would have details of the Issue Price, Anchor Investor
Issue Price, Issue size and underwriting arrangements and would be complete in all material respects.
IMPERSONATION
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the
Companies Act, which is reproduced below:
“Any person who—
a) makes or abets making of an application in a fictitious name to a company for acquiring, or
subscribing for, its securities; or
b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to
him, or to any other person in a fictitious name
shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least
₹ 10 Lakh or 1% of the turnover of the company, whichever is lower, includes imprisonment for a term
which shall not be less than six months extending up to 10 years and fine of an amount not less than the
amount involved in the fraud, extending up to three times such amount (provided that where the fraud
involves public interest, such term shall not be less than three years.) Further, where the fraud involves
an amount less than ₹ 10 Lakh or one per cent of the turnover of the company, whichever is lower, and
does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment
for a term which may extend to five years or with fine which may extend to ₹ 50 Lakh or with both.
UNDERTAKINGS BY OUR COMPANY
Our Company undertakes the following:
(i) The complaints received in respect of the Issue shall be attended to by our Company expeditiously
and satisfactorily;
(ii) All steps will be taken for completion of the necessary formalities for listing and commencement
of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed within
such timeline as may be prescribed by SEBI;
(iii) Adequate arrangements shall be made to collect all Bid cum Application Forms;
(iv) If the Allotment is not made within the prescribed time under applicable law, application monies
will be refunded/unblocked in the ASBA Accounts within two days from the Bid/Issue Closing Date
or such other time as may be specified by SEBI, failing which our Company shall pay interest
prescribed under the Companies Act, 2013 and the SEBI ICDR Regulations for the delayed period;
Page 416 of 465(v) Funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall
be made available to the Registrar to the Issue by our Company;
(vi) Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the applicant within two days from the Bid/Issue Closing Date, or
such time period as specified by SEBI, giving details of the bank where refunds shall be credited
along with amount and expected date of electronic credit of refund;
(vii) No further Issue of Equity Shares shall be made until the Equity Shares Issued through the Red
Herring Prospectus are listed or until the Bid monies are refunded/unblocked in the ASBA
Accounts on account of non-listing, under-subscription etc.;
(viii) If our Company do not proceed with the Issue after the Bid/Issue Closing Date but prior to
Allotment, the reason thereof shall be given as a public notice within two days of the Bid/Issue
Closing Date. The public notice shall be issued in the same newspapers where the Pre-Issue
advertisements are published. The Stock Exchanges on which the Equity Shares are proposed to
be listed shall also be informed promptly;
(ix) If our Company withdraw the Issue after the Bid/Issue Closing Date, our Company shall be
required to file a fresh draft Issue document with SEBI, in the event our Company subsequently
decides to proceed with the Issue;
(x) The Minimum Promoters’ Contribution, if any, shall be brought in advance before the Bid/Issue
Opening Date and the balance, if any, shall be brought in on a pro rata basis before calls are made
on the Allottees, in accordance with the applicable provisions of the SEBI ICDR Regulations;
(xi) The allotment of securities/refund confirmation to Eligible NRIs shall be dispatched within
specified time; and
(xii) Our Company shall not have recourse to the Net Proceeds until the final approval for listing and
trading of the Equity Shares from all the Stock Exchanges where listing is sought has been
received.
UTILISATION OF ISSUE PROCEEDS
The Board certifies that:
(i) all monies received out of the Issue shall be credited/transferred to a separate bank account other
than the bank account referred to in sub-Section (3) of Section 40 of the Companies Act, 2013;
(ii) details of all monies utilised out of the Issue shall be disclosed, and continue to be disclosed till
the time any part of the Issue proceeds remains unutilised, under an appropriate head in the
balance sheet of our Company indicating the purpose for which such monies have been utilised;
and
(iii) details of all unutilised monies out of the Issue, if any shall be disclosed under an appropriate
separate head in the balance sheet indicating the form in which such unutilised monies have been
invested.
Page 417 of 465RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government
of India, the FDI Policy, FEMA and the rules and regulations made thereunder. While the Industrial Policy,
1991 prescribes the limits and the conditions subject to which foreign investment can be made in different
sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be
made. Under the Industrial Policy, 1991, unless specifically restricted, foreign investment is freely
permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the
foreign investors are required to follow certain prescribed procedures for making such investment. The
government bodies responsible for granting foreign investment approvals are the RBI and the Department
for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India
(“DPIIT”).
The Government of India has from time to time made policy pronouncements on FDI through press notes
and press releases. The DPIIT has issued a consolidated FDI Policy, which with effect from October 15,
2020, consolidates and supersedes all previous press notes, press releases and clarifications on FDI issued
by the DPIIT that were in force and effect as on October 15, 2020. The Government has also enacted
Foreign Exchange Management (Non-debt Instruments) Rules, 2019 and Foreign Exchange Management
(Debt Instruments) Regulations, 2019 in supersession of the Foreign Exchange Management (Transfer or
Issue of Security by a Person Resident Outside India) Regulations, 2017 and the Foreign Exchange
Management (Acquisition and Transfer of Immovable Property in India) Regulations, 2018. Consequent
to the Foreign Exchange Management (Non-Debt Instrument) Rules, 2019, the Reserve Bank has issued
Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instrument) Regulation,
2019 which governs the mode of payment and reporting requirements for investment in India by a person
resident outside India.
As per the FDI Policy, FDI in such sector in which our Company operates, is permitted up to 100% of the
paid-up share capital of such company under the automatic route. In case of investment in sectors through
Government Route, approval from competent authority as mentioned in Chapter 4 of the FDI Policy 2020
has to be obtained by the Company.
As per the existing policy of the Government of India, OCBs cannot participate in this Issue and in
accordance with the extant FDI guidelines on sectoral caps, pricing guidelines etc. as amended by Reserve
bank of India, from time to time. For further details, see the chapter titled “Issue Procedure” beginning
on page 396.
Investment by Foreign Portfolio Investors
Foreign Portfolio Investors (“FPIs”) are permitted to subscribe to the Equity Shares of an Indian Company
in a public issue without the prior approval of the RBI, so long as the price of the Equity Shares to be issued
is not less than the price at which the Equity Shares are issued to residents. SEBI registered FPIs have been
permitted to purchase shares of an Indian company through issue, subject to total FPI investment being
within the individual FPI investment limit of below 10% of the total paid-up equity capital of the Indian
Company on a fully diluted basis, or less than 10% of the paid-up value of each series of debentures or
preference shares or share warrants issued by an Indian company and the total holdings of all FPIs put
together, including any other direct and indirect foreign investments in the Indian company by the FPIs
permitted under Foreign Exchange Management (Non-debt Instruments) Rules, 2019, shall not exceed
24% of the paid-up equity capital of the Indian company on a fully diluted basis. However, this aggregate
limit of 24% may be increased up to sectoral cap/statutory ceiling, as applicable, by the Indian company
concerned by passing a resolution by its Board of Directors followed by passing of a special resolution to
that effect by its general body.
With effect from April 01, 2020, the aggregate limit shall be the sectoral caps applicable to the Indian
company as laid out in sub-paragraph (b) of paragraph 3 of Schedule I of the Foreign Exchange
Management (Non-debt Instruments) Rules, 2019, with respect to its paid-up equity capital on a fully
diluted basis or such same sectoral cap percentage of paid-up value of each series of debentures or
preference shares or share warrants. The aggregate limit as provided above may be decreased by the
Page 418 of 465Indian company concerned to a lower threshold limit of 24% or 49% or 74% as deemed fit, with the
approval of its Board of Directors and its General Body through a resolution and a special resolution,
respectively before March 31, 2020. The Indian company which has decreased its aggregate limit to 24%
or 49% or 74%, may increase such aggregate limit to 49% or 74% or the sectoral cap or statutory ceiling
respectively as deemed fit, with the approval of its Board of Directors and its General Body through a
resolution and a special resolution, respectively; however, once the aggregate limit has been increased to
a higher threshold, the Indian company cannot reduce the same to a lower threshold.
Subscription by Non-Resident Indians or Overseas Citizen of India on Repatriation Basis
As per Schedule III of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, a NRI or
OCI may purchase or sell shares of a listed Indian company on repatriation basis, on a recognised stock
exchange in India, subject to the conditions that Non-Resident Indians (“NRIs”) or Overseas Citizen of
India (“OCIs”) may purchase and sell shares through a branch designated by an authorised dealer for the
purpose; and the total holding by any individual NRI or OCI shall not exceed 5% of the total paid-up equity
capital on a fully diluted basis or should not exceed 5% of the paid-up value of each series of debentures
or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and
OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall
not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrants.
The aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the
general body of the Indian company.
Investment by NRI or OCI on Non-Repatriation Basis
As per Schedule IV of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019,purchase
by an NRI/ OCI, including a company, a trust and a partnership firm incorporated outside India and owned
and controlled by NRIs/OCIs, on non-repatriation basis of shares and convertible debentures or warrants
issued by a company without any limit either on the stock exchange or outside, it will be deemed to be
domestic investment at par with the investment made by residents. This is further subject to remittance
channel restrictions. However, NRI/ OCI, including a company, a trust and a partnership firm incorporated
outside India and owned and controlled by NRIs/OCIs, is prohibited from making any investment, under
Schedule IV, in capital instruments or units of a Nidhi company or a company engaged in agricultural/
plantation activities or real estate business or construction of farmhouses or dealing in transfer of
development rights.
Investment by other Non-Resident Investors
As per Schedule I of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, a person
resident outside India may purchase capital instruments of a listed Indian company on a stock exchange
in India provided the person resident outside India making the investment has already acquired control
of such company in accordance with SEBI (Substantial Acquisition of Shares and Takeover) Regulations,
2011 and continues to hold such control and the amount of consideration may be paid as per the mode
of payment as prescribed by RBI i.e. Regulation 3 of Foreign Exchange Management (Mode of Payment
and Reporting of Non-Debt Instrument) Regulation 2019 under or out of the dividend payable by Indian
investee company in which the person resident outside India has acquired and continues to hold the
control in accordance with SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011
provided the right to receive dividend is established and the dividend amount has been credited to a
specially designated non-interest bearing rupee account for acquisition of shares on the recognized stock
exchange.
Investors are advised to refer to the exact text of the relevant statutory provisions of law before investing
and / or subsequent purchase or sale transaction in the Equity Shares of Our Company.
No person shall make an application in the Issue, unless such person is eligible to acquire Equity Shares of
our Company in accordance with applicable laws, rules, regulations, guidelines, and approvals.
The Equity Shares to be issued in the Issue have not been and will not be registered under the U.S.
Securities Act of 1933 and may not be issued within U.S., except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the U.S. Securities Act and other
applicable U.S. state securities laws. Accordingly, the Equity Shares are being issued (i) within U.S.to
Page 419 of 465persons reasonably believed to be “qualified institutional buyers” (as defined in Section 230.144A of
Part 230, Chapter II, Title 17 of the Code of Federal Regulations) in transactions exempt from, or not
subject to, the registration requirements of the U.S. Securities Act, and (ii) outside U.S. in offshore
transactions in reliance on Regulation S, under the U.S. Securities Act and the applicable laws of the
jurisdictions where such issues occur.
The above information is given for the benefit of the Applicants. Our Company and the BRLM are not
liable for any amendments or modification or changes in applicable laws or regulations, which may
occur after the date of this Red Herring Prospectus. Applicants are advised to make their independent
investigations and ensure that the Applications are not in violation of laws or regulations applicable to
them.
Investment by Non-Resident Entities in India under FDI Policy 2020:
The FDI Policy 2020 provides that a non-resident entity can invest in India, subject to the FDI Policy except
in those sectors/activities which are prohibited. However, an entity of a country, which shares a land
border with India or where the beneficial owner of an investment into India is situated in or is a citizen of
any such country, can invest only under the Government route. Further, a citizen of Pakistan or an entity
incorporated in Pakistan can invest, only under the Government route, in sectors/activities other than
defence, space, atomic energy and sectors/activities prohibited for foreign investment. In the event of
the transfer of ownership of any existing or future FDI in an entity in India, directly or indirectly, resulting
in the beneficial ownership falling within the restriction/purview as mentioned herein, such subsequent
change in beneficial ownership will also require Government approval. The same is in line with the Press
Note No. 3 (2020 Series) dated April 17, 2020 as issued by the Department for Promotion of Industry and
Internal Trade, Ministry of Commerce & Industry, Government of India and Foreign Exchange
Management (Non-debt instrument) Amendment Rules, 2020 notified by Central Government through
notification dated April 22, 2020 in order to curb opportunistic takeover/acquisition of Indian Companies
due to COVID-19 pandemic conditions.
Page 420 of 465SECTION IX - DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION
Capitalized terms used in this section have the meaning that has been given to such terms in the Articles
of Association of our Company. Pursuant to Table F in Schedule I of the Companies Act, 2013 and the SEBI
ICDR Regulations, the main provisions of the Articles of Association of our Company are detailed below.
Promoters and shareholders have no special rights under the company's AOA as on the date of filing the
RHP with the SEBI and Stock Exchanges.
Pursuant to the Companies Act and the SEBI ICDR Regulations the main provisions of our Articles of
Association relating to, among others, voting rights, dividend, lien, forfeiture, restrictions on transfer and
transmission of Equity Shares or debentures and/or on their consolidation/splitting are detailed below.
Please note that each provision herein below is numbered as per the corresponding article number in our
articles and capitalised/ defined terms herein have the same meaning given to them in our articles. Subject
to our Articles, any words or expression defined in the Companies Act, 2013 shall, except so where the
subject or context forbids; bear the same meaning in these Articles.
Sr. No Particulars
No regulation contained in Table “F” in the First Schedule to Companies Act,
2013 shall apply to this Company but the regulations for the management of the
Company and for the observance of the Members there of and their
representatives shall be as set out in the relevant provisions of the Companies
1. Act, 2013 and subject to any exercise of the statutory powers of the Company Table F Applicability.
with reference to the repeal or alteration of or addition to its regulations by
Special Resolution as prescribed by the said Companies Act, 2013 be such as are
contained in these Articles unless the same are repugnant or contrary to the
provisions of the Companies Act, 2013 or any amendment thereto.
Interpretation Clause
In the interpretation of these Articles the following expressions shall have the
2.
following meanings unless repugnant to the subject or context:
"The Act" means the Companies Act, 2013 and includes any statutory
Act
modification or re-enactment thereof.
“These Articles" means Articles of Association for the time being in force or as
Articles
may be altered from time to time vide Special Resolution.
“Auditors" means and includes those persons appointed as such for the time
Auditors
being of the Company.
"Capital" means the share capital for the time being raised or authorized to be
Capital
raised for the purpose of the Company.
“The Company” shall mean Advit Jewels Limited. The Company
“Executor” or “Administrator” means a person who has obtained a probate or
letter of administration, as the case may be from a Court of competent
jurisdiction and shall include a holder of a Succession Certificate authorizing the Executor
holder thereof to negotiate or transfer the Share or Shares of the deceased or Administrator
Member and shall also include the holder of a Certificate granted by the
Administrator General under section 31 of the Administrator General Act, 1963.
"Legal Representative" means a person who in law represents the estate of a
Legal Representative
deceased Member.
Words importing the masculine gender also include the feminine gender. Gender
"In Writing" and “Written" includes printing lithography and other modes of
In Writing and Written
representing or reproducing words in a visible form.
The marginal notes hereto shall not affect the construction thereof. Marginal notes
Meeting or General
“Meeting” or “General Meeting” means a meeting of members.
Meeting
"Month" means a calendar month. Month
"Annual General Meeting" means a general meeting of the Members held in
Annual General Meeting
accordance with the provision of section 96 of the Act.
"Extra-Ordinary General Meeting" means an Extraordinary General Meeting of Extra-Ordinary General
Page 421 of 465Sr. No Particulars
the Members duly called and constituted and any adjourned holding thereof. Meeting
“National Holiday” means and includes a day declared as National Holiday by
National Holiday
the Central Government.
“Non-retiring Directors” means a director not subject to retirement by rotation. Non-retiring Directors
"Office” means the registered Office of the Company. Office
“Ordinary Resolution” and “Special Resolution” shall have the meanings Ordinary and Special
assigned thereto by Section 114 of the Act. Resolution
“Person" shall be deemed to include corporations and firms as well as
Person
individuals.
“Proxy” means an instrument whereby any person is authorized to vote for a
member at General Meeting or Poll and includes attorney duly constituted Proxy
under the power of attorney.
“The Register of Members” means the Register of Members to be kept pursuant
Register of Members
to Section 88(1) (a) of the Act.
Words importing the Singular number include where the context admits or
Singular number
requires the plural number and vice versa.
The Statutes means the Companies Act, 2013 and every other Act for the time
Statutes
being in force affecting the Company.
“These presents” means the Memorandum of Association and the Articles of
These presents
Association as originally framed or as altered from time to time.
“Variation” shall include abrogation; and “vary” shall include abrogate. Variation
“Year” means the calendar year and “Financial Year” shall have the meaning
Year and Financial Year
assigned thereto by Section 2(41) of the Act.
Save as aforesaid any words and expressions contained in these Articles shall Expressions in the Act to
bear the same meanings as in the Act or any statutory modifications thereof for bear the same meaning in
the time being in force. Articles
SHARE CAPITAL AND VARIATION OF RIGHTS
The Authorized Share Capital of the Company shall be such amount as may be
3. mentioned in Clause V of Memorandum of Association of the Company from Authorized Capital
time to time.
The Company may in General Meeting from time to time by Ordinary Resolution
increase its capital by creation of new Shares which may be unclassified and may
be classified at the time of issue in one or more classes and of such amount or
amounts as may be deemed expedient. The new Shares shall be issued upon
such terms and conditions and with such rights and privileges annexed thereto
as the resolution shall prescribe and in particular, such Shares may be issued Increase of capital by the
4. with a preferential or qualified right to dividends and in the distribution of assets Company how carried into
of the Company and with a right of voting at General Meeting of the Company effect
in conformity with Section 47 of the Act. Whenever the capital of the Company
has been increased under the provisions of this Article the Directors shall comply
with the provisions of Section 64 of the Act.
Further provided that the option or right to call of shares shall not be given to
any person except with the sanction of the Company in general meeting.
Except so far as otherwise provided by the conditions of issue or by these
Presents, any capital raised by the creation of new Shares shall be considered as New Capital same as
5.
part of the existing capital, and shall be subject to the provisions herein existing capital
contained, with reference to the payment of calls and instalments, forfeiture,
lien, surrender, transfer and transmission, voting and otherwise.
Subject to the provisions of Section 55 of the Act and in accordance with these
Articles, the Company shall have the power to issue preference shares, whether Redeemable Preference
6. cumulative or non-cumulative, or convertible or non-convertible, which are Shares
liable to be redeemed and the resolution authorizing such issue shall prescribe
the manner, terms and conditions of redemption.
The holder of Preference Shares shall have a right to vote only on Resolutions, Voting rights of preference
7.
which directly affect the rights attached to his Preference Shares shares
On the issue of redeemable preference shares under the provisions of Article 7 Provisions to apply on
8.
hereof, the following provisions-shall take effect: issue of Redeemable
Page 422 of 465Sr. No Particulars
(a) No such Shares shall be redeemed except out of profits of which would Preference Shares
otherwise be available for dividend or out of proceeds of a fresh issue of shares
made for the purpose of the redemption;
(b) No such Shares shall be redeemed unless they are fully paid;
(c) Subject to section 55(2)(d)(i) the premium, if any payable on redemption shall
have been provided for out of the profits of the Company or out of the
Company's security premium account, before the Shares are redeemed;
(d) Where any such Shares are redeemed otherwise then out of the proceeds of
a fresh issue, there shall out of profits which would otherwise have been
available for dividend, be transferred to a reserve fund, to be called "the Capital
Redemption Reserve Account", a sum equal to the nominal amount of the
Shares redeemed, and the provisions of the Act relating to the reduction of the
share capital of the Company shall, except as provided in Section 55 of the Act
apply as if the Capital Redemption Reserve Account were paid-up share capital
of the Company; and
(e) Subject to the provisions of Section 55 of the Act, the redemption of
preference shares hereunder may be effected in accordance with the terms and
conditions of their issue and in the absence of any specific terms and conditions
in that behalf, in such manner as the Directors may think fit. The reduction of
Preference Shares under the provisions by the Company shall not be taken as
reducing the amount of its Authorized Share Capital
The Company may (subject to the provisions of sections 52, 55, 66, both
inclusive, and other applicable provisions, if any, of the Act) from time to time
by Special Resolution reduce
(a) the share capital;
9. (b) any capital redemption reserve account; or Reduction of capital
(c) any security premium account
In any manner for the time being, authorized by law and in particular capital may
be paid off on the footing that it may be called up again or otherwise. This Article
is not to derogate from any power the Company would have, if it were omitted.
Any debentures, debenture-stock or other securities may be issued at a
discount, premium or otherwise and may be issued on condition that they shall
be convertible into shares of any denomination and with any privileges and
conditions as to redemption, surrender, drawing, allotment of shares, attending
10. Debentures
(but not voting) at the General Meeting, appointment of Directors and
otherwise. Debentures with the right to conversion into or allotment of shares
shall be issued only with the consent of the Company in the General Meeting by
a Special Resolution.
The Company may exercise the powers of issuing sweat equity shares conferred Issue of Sweat Equity
11. by Section 54 of the Act of a class of shares already issued subject to such Shares
conditions as may be specified in that sections and rules framed thereunder.
The Company may issue shares to Employees including its Directors other than
independent directors and such other persons as the rules may allow, under
Employee Stock Option Scheme (ESOP) or any other scheme, if authorized by a
12. ESOP
Special Resolution of the Company in general meeting subject to the provisions
of the Act, the Rules and applicable guidelines made there under, by whatever
name called.
Notwithstanding anything contained in these articles but subject to the
provisions of sections 68 to 70 and any other applicable provision of the Act or
13. Buy Back of shares
any other law for the time being in force, the company may purchase its own
shares or other specified securities.
Subject to the provisions of Section 61 of the Act, the Company in general
meeting may, from time to time, consolidate all or any of the share capital into
shares of larger amount than its existing share or sub-divide its shares, or any of Consolidation, Sub-
14. them into shares of smaller amount than is fixed by the Memorandum; subject Division and Cancellation
nevertheless, to the provisions of clause (d) of sub-section (1) of Section 61;
Subject as aforesaid the Company in general meeting may also cancel shares
which have not been taken or agreed to be taken by any person and diminish
Page 423 of 465Sr. No Particulars
the amount of its share capital by the amount of the shares so cancelled.
Subject to compliance with applicable provision of the Act and rules framed
Issue of Depository
15. thereunder the company shall have power to issue depository receipts in any
Receipts
foreign country.
Subject to compliance with applicable provision of the Act and rules framed
16. thereunder the company shall have power to issue any kind of securities as Issue of Securities
permitted to be issued under the Act and rules framed thereunder.
MODIFICATION OF CLASS RIGHTS
If at any time the share capital, by reason of the issue of Preference Shares or
otherwise is divided into different classes of shares, all or any of the rights
privileges attached to any class (unless otherwise provided by the terms of issue
of the shares of the class) may, subject to the provisions of Section 48 of the Act
and whether or not the Company is being wound-up, be varied, modified or
dealt, with the consent in writing of the holders of not less than three-fourths
of the issued shares of that class or with the sanction of a Special Resolution Modification of rights
17.
passed at a separate general meeting of the holders of the shares of that class.
The provisions of these Articles relating to general meetings shall mutatis
mutandis apply to every such separate class of meeting.
Provided that if variation by one class of shareholders affects the rights of any
other class of shareholders, the consent of three-fourths of such other class of
shareholders shall also be obtained and the provisions of this section shall apply
to such variation.
The rights conferred upon the holders of the Shares including Preference Share, New Issue of Shares not to
(if any) of any class issued with preferred or other rights or privileges shall, affect rights attached to
18. unless otherwise expressly provided by the terms of the issue of shares of that existing shares of that
class, be deemed not to be modified, commuted, affected, abrogated, dealt with class.
or varied by the creation or issue of further shares ranking pari-passu therewith.
Subject to the provisions of Section 62 of the Act and these Articles, the shares
in the capital of the company for the time being shall be under the control of the
Directors who may issue, allot or otherwise dispose of the same or any of them
to such persons, in such proportion and on such terms and conditions and either
at a premium or at par and at such time as they may from time to time think fit
and with the sanction of the company in the General Meeting to give to any Shares at the disposal of
19. person or persons the option or right to call for any shares either at par or the Directors
premium during such time and for such consideration as the Directors think fit,
and may issue and allot shares in the capital of the company on payment in full
or part of any property sold and transferred or for any services rendered to the
company in the conduct of its business and any shares which may so be allotted
may be issued as fully paid up shares and if so issued, shall be deemed to be fully
paid shares.
The Company may issue shares or other securities in any manner whatsoever
including by way of a preferential offer, to any persons whether or not those
Power to issue shares on
20. persons include the persons referred to in clause (a) or clause (b) of sub-section
preferential basis
(1) of section 62 subject to compliance with section 42 and 62 of the Act and
rules framed thereunder.
The shares in the capital shall be numbered progressively according to their Shares should be
several denominations, and except in the manner hereinbefore mentioned no Numbered progressively
21.
share shall be sub-divided. Every forfeited or surrendered share shall continue and no share to be
to bear the number by which the same was originally distinguished. subdivided
An application signed by or on behalf of an applicant for shares in the Company,
followed by an allotment of any shares therein, shall be an acceptance of shares
Acceptance of Shares
22. within the meaning of these Articles, and every person who thus or otherwise
accepts any shares and whose name is on the Register shall for the purposes of
these Articles, be a Member.
Subject to the provisions of the Act and these Articles, the Directors may allot
Directors may allot shares
and issue shares in the Capital of the Company as payment or part payment for
23. as fully paid-up
any property (including goodwill of any business) sold or transferred, goods or
machinery supplied or for services rendered to the Company either in or about
Page 424 of 465Sr. No Particulars
the formation or promotion of the Company or the conduct of its business and
any shares which may be so allotted may be issued as fully paid-up or partly
paid-up otherwise than in cash, and if so issued, shall be deemed to be fully paid-
up or partly paid-up shares as aforesaid.
The money (if any) which the Board shall on the allotment of any shares being
Deposit and call etc. to be
made by them, require or direct to be paid by way of deposit, call or otherwise,
a debt payable
24. in respect of any shares allotted by them shall become a debt due to and
immediately
recoverable by the Company from the allottee thereof, and shall be paid by him,
accordingly.
Every Member, or his heirs, executors, administrators, or legal representatives,
shall pay to the Company the portion of the Capital represented by his share or
shares which may, for the time being, remain unpaid thereon, in such amounts Liability of Members
25.
at such time or times, and in such manner as the Board shall, from time to time
in accordance with the Company’s regulations, require on date fixed for the
payment thereof.
Shares may be registered in the name of any limited company or other corporate
Registration of Shares
26. body but not in the name of a firm, an insolvent person or a person of unsound
mind.
RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS ON ALLOTMENT
The Board shall observe the restrictions as regards allotment of shares to the
27. Return of Allotment
public, and as regards return on allotments contained in Sections 39 of the Act
CERTIFICATES
(a) Every member shall be entitled, without payment, to one or more certificates
in marketable lots, for all the shares of each class or denomination registered in
his name, or if the Directors so approve (upon paying such fee as provided in the
relevant laws) to several certificates, each for one or more of such shares and
the company shall complete and have ready for delivery such certificates within
two months from the date of allotment, unless the conditions of issue thereof
otherwise provide, or within one month of the receipt of application for
registration of transfer, transmission, sub-division, consolidation or renewal of
any of its shares as the case may be. Every certificate of shares shall specify the
number and distinctive numbers of shares in respect of which it is issued and
amount paid-up thereon and shall be in such form as the directors may prescribe
or approve, provided that in respect of a share or shares held jointly by several
persons, the company shall not be bound to issue more than one certificate and
delivery of a certificate of shares to one of several joint holders shall be sufficient
delivery to all such holder. Such certificate shall be issued only in pursuance of
a resolution passed by the Board and on surrender to the Company of its letter
of allotment or its fractional coupons of requisite value, save in cases of issues
against letter of acceptance or of renunciation or in cases of issue of bonus Share Certificates
28.
shares. Every certificate shall specify the shares to which it relates and the
amount paid-up thereon and shall be signed by two directors and the company
secretary, wherever the company has appointed a company secretary provided
that if the composition of the Board permits of it, at least one of the aforesaid
two Directors shall be a person other than a Managing or whole-time Director.
Particulars of every share certificate issued shall be entered in the Register of
Members against the name of the person, to whom it has been issued, indicating
the date of issue.
(b) Any two or more joint allottees of shares shall, for the purpose of this Article,
be treated as a single member, and the certificate of any shares which may be
the subject of joint ownership, may be delivered to anyone of such joint owners
on behalf of all of them. For any further certificate the Board shall be entitled,
but shall not be bound, to prescribe a charge not exceeding Rupees Fifty. The
Company shall comply with the provisions of Section 39 of the Act.
(c) A Director may sign a share certificate by affixing his signature thereon by
means of any machine, equipment or other mechanical means, such as
engraving in metal or lithography, but not by means of a rubber stamp provided
that the Director shall be responsible for the safe custody of such machine,
Page 425 of 465Sr. No Particulars
equipment or other material used for the purpose.
The provisions of this Article shall mutatis mutandis apply to debentures of the
Company.
If any certificate be worn out, defaced, mutilated or torn or if there be no further
space on the back thereof for endorsement of transfer, then upon production
and surrender thereof to the Company, a new Certificate may be issued in lieu
thereof, and if any certificate lost or destroyed then upon proof thereof to the
satisfaction of the company and on execution of such indemnity as the company
deem adequate, being given, a new Certificate in lieu thereof shall be given to
the party entitled to such lost or destroyed Certificate. Every Certificate under
the Article shall be issued without payment of fees if the Directors so decide, or Issue of new certificates in
on payment of such fees (not exceeding Rs.50/- for each certificate) as the place of those defaced,
29.
Directors shall prescribe. Provided that no fee shall be charged for issue of new lost or destroyed
certificates in replacement of those which are old, defaced or worn out or where
there is no further space on the back thereof for endorsement of transfer.
Provided that notwithstanding what is stated above the Directors shall comply
with such Rules or Regulation or requirements of any Stock Exchange or the
Rules made under the Act or the rules made under Securities Contracts
(Regulation) Act, 1956, or any other Act, or rules applicable in this behalf.
The provisions of this Article shall mutatis mutandis apply to debentures of the
Company.
If any share stands in the names of two or more persons, the person first named
in the Register shall as regard receipts of dividends or bonus or service of notices
and all or any other matter connected with the Company except voting at The first named joint
30. meetings, and the transfer of the shares, be deemed sole holder thereof but the holder deemed Sole holder
joint-holders of a share shall be severally as well as jointly liable for the payment
of all calls and other payments due in respect of such share and for all incidentals
thereof according to the Company’s regulations.
The Company shall not be bound to register more than three persons as the joint Maximum number of joint
31.
holders of any share. holders
Except as ordered by a Court of competent jurisdiction or as by law required,
the Company shall not be bound to recognise any equitable, contingent, future
Company not bound to
or partial interest in any share, or (except only as is by these Articles otherwise
recognise any interest in
expressly provided) any right in respect of a share other than an absolute right
32. share other than that of
thereto, in accordance with these Articles, in the person from time to time
registered holders
registered as the holder thereof but the Board shall be at liberty at its sole
discretion to register any share in the joint names of any two or more persons
or the survivor or survivors of them.
If by the conditions of allotment of any share the whole or part of the amount
or issue price thereof shall be payable by instalment, every such instalment shall Instalment on shares to be
33. when due be paid to the Company by the person who for the time being and duly paid
from time to time shall be the registered holder of the share or his legal
representative.
Notwithstanding anything contained in these Articles, the Directors of the
Company may in their absolute discretion refuse sub-division of share
Right of Directors to
34. certificates or debenture certificates into denominations of less than the
refuse sub-division
marketable lots except where such sub-division is required to be made to
comply with a statutory provision or an order of a competent court of law.
Notwithstanding anything contained herein, certificate, if required, for a Issue of certificates, if
dematerialised share, debenture and other security shall be issued in the name required, in the case of
35. of the Depository, however, the Person who is the Beneficial Owner of such dematerialized shares /
shares, debentures and other securities shall be entitled to all the rights as set debentures / other
out in these Articles securities
UNDERWRITING AND BROKERAGE
Subject to the provisions of Section 40 (6) of the Act, the Company may at any
time pay a commission to any person in consideration of his subscribing or Commission
36.
agreeing, to subscribe (whether absolutely or conditionally) for any shares or
debentures in the Company, or procuring, or agreeing to procure subscriptions
Page 426 of 465Sr. No Particulars
(whether absolutely or conditionally) for any shares or debentures in the
Company but so that the commission shall not exceed the maximum rates laid
down by the Act and the rules made in that regard. Such commission may be
satisfied by payment of cash or by allotment of fully or partly paid shares or
partly in one way and partly in the other.
The Company may pay on any issue of shares and debentures such brokerage as Brokerage
37.
may be reasonable and lawful.
CALLS
(a) The Board may, from time to time, subject to the terms on which any shares
may have been issued and subject to the conditions of allotment, by a resolution
passed at a meeting of the Board and not by a circular resolution, make such
calls as it thinks fit, upon the Members in respect of all the moneys unpaid on
Directors may make calls
38. the shares held by them respectively and each Member shall pay the amount of
every call so made on him to the persons and at the time and places appointed
by the Board.
(b) A call may be revoked or postponed at the discretion of the Board.
(c) A call may be made payable by instalments.
Fifteen days’ notice in writing of any call shall be given by the Company
39. specifying the time and place of payment, and the person or persons to whom Notice of Calls
such call shall be paid.
A call shall be deemed to have been made at the time when the resolution of
the Board of Directors authorising such call was passed and may be made Calls to date from
40. payable by the members whose names appear on the Register of Members on resolution
such date or at the discretion of the Directors on such subsequent date as may
be fixed by Directors.
Whenever any calls for further share capital are made on shares, such calls shall
be made on uniform basis on all shares falling under the same class. For the Calls on uniform basis
41.
purposes of this Article shares of the same nominal value of which different
amounts have been paid up shall not be deemed to fall under the same class.
The Board may, from time to time, at its discretion, extend the time fixed for the
payment of any call and may extend such time as to all or any of the members
Directors may extend time
42. who on account of the residence at a distance or other cause, which the Board
may deem fairly entitled to such extension, but no member shall be entitled to
such extension save as a matter of grace and favour.
If any Member fails to pay any call due from him on the day appointed for
payment thereof, or any such extension thereof as aforesaid, he shall be liable
to pay interest on the same from the day appointed for the payment thereof to
Calls to carry interest
43. the time of actual payment at such rate as shall from time to time be fixed by
the Board not exceeding 10% per annum but nothing in this Article shall render
it obligatory for the Board to demand or recover any interest from any such
member.
If by the terms of issue of any share or otherwise any amount is made payable
at any fixed time or by instalments at fixed time (whether on account of the
amount of the share or by way of premium) every such amount or instalment Sums deemed to be calls
44.
shall be payable as if it were a call duly made by the Directors and of which due
notice has been given and all the provisions herein contained in respect of calls
shall apply to such amount or instalment accordingly.
On the trial or hearing of any action or suit brought by the Company against any
Member or his representatives for the recovery of any money claimed to be due
to the Company in respect of his shares, if shall be sufficient to prove that the
name of the Member in respect of whose shares the money is sought to be
recovered, appears entered on the Register of Members as the holder, at or Proof on trial of suit for
45. subsequent to the date at which the money is sought to be recovered is alleged money due on shares
to have become due on the share in respect of which such money is sought to
be recovered in the Minute Books: and that notice of such call was duly given to
the Member or his representatives used in pursuance of these Articles: and that
it shall not be necessary to prove the appointment of the Directors who made
such call, nor that a quorum of Directors was present at the Board at which any
Page 427 of 465Sr. No Particulars
call was made was duly convened or constituted nor any other matters
whatsoever, but the proof of the matters aforesaid shall be conclusive evidence
of the debt.
Neither a judgment nor a decree in favour of the Company for calls or other
moneys due in respect of any shares nor any part payment or satisfaction
thereunder nor the receipt by the Company of a portion of any money which Judgment, decree, partial
shall from time to time be due from any Member of the Company in respect of payment motto proceed
46.
his shares, either by way of principal or interest, nor any indulgence granted by for forfeiture
the Company in respect of the payment of any such money, shall preclude the
Company from thereafter proceeding to enforce forfeiture of such shares as
hereinafter provided.
(a) The Board may, if it thinks fit, receive from any Member willing to advance
the same, all or any part of the amounts of his respective shares beyond the
sums, actually called up and upon the moneys so paid in advance, or upon so
much thereof, from time to time, and at any time thereafter as exceeds the
amount of the calls then made upon and due in respect of the shares on account
of which such advances are made the Board may pay or allow interest, at 12%
per annum The Board may agree to repay at any time any amount so advanced Payments in Anticipation
47.
or may at any time repay the same upon giving to the Member three months’ of calls may carry interest
notice in writing: provided that moneys paid in advance of calls on shares may
carry interest but shall not confer a right to dividend or to participate in profits.
(b) No Member paying any such sum in advance shall be entitled to voting rights
in respect of the moneys so paid by him until the same would but for such
payment become presently payable. The provisions of this Article shall mutatis
mutandis apply to calls on debentures issued by the Company.
LIEN
The Company shall have a first and paramount lien upon all the
shares/debentures (other than fully paid-up shares/debentures) registered in
the name of each member (whether solely or jointly with others) and upon the
proceeds of sale thereof for all moneys (whether presently payable or not)
called or payable at a fixed time in respect of such shares/debentures and no
equitable interest in any share shall be created except upon the footing and
condition that this Article will have full effect. And such lien shall extend to all
Company to have Lien on
dividends and bonuses from time to time declared in respect of such
48. shares
shares/debentures. Unless otherwise agreed the registration of a transfer of
shares/debentures shall operate as a waiver of the Company’s lien if any, on
such shares/debentures. The Directors may at any time declare any
shares/debentures wholly or in part to be exempt from the provisions of this
clause.
Every fully paid share shall be free from all lien and that in the case of partly paid
shares the Issuer’s lien shall be restricted to moneys called or payable at a fixed
time in respect of such shares.
For the purpose of enforcing such lien the Directors may sell the shares subject
thereto in such manner as they shall think fit, but no sale shall be made until
such period as aforesaid shall have arrived and until notice in writing of the
intention to sell shall have been served on such member or the person (if any)
entitled by transmission to the shares and default shall have been made by him
in payment, fulfilment of discharge of such debts, liabilities or engagements for
As to enforcing lien by sale
49. seven days after such notice. To give effect to any such sale the Board may
authorise some person to transfer the shares sold to the purchaser thereof and
purchaser shall be registered as the holder of the shares comprised in any such
transfer. Upon any such sale as the Certificates in respect of the shares sold shall
stand cancelled and become null and void and of no effect, and the Directors
shall be entitled to issue a new Certificate or Certificates in lieu thereof to the
purchaser or purchasers concerned.
The net proceeds of any such sale shall be received by the Company and applied Application of proceeds of
50. in or towards payment of such part of the amount in respect of which the lien sale
exists as is presently payable and the residue, if any, shall (subject to lien for
Page 428 of 465Sr. No Particulars
sums not presently payable as existed upon the shares before the sale) be paid
to the person entitled to the shares at the date of the sale.
FORFEITURE AND SURRENDER OF SHARES
If any Member fails to pay the whole or any part of any call or instalment or any
moneys due in respect of any shares either by way of principal or interest on or
before the day appointed for the payment of the same, the Directors may, at
any time thereafter, during such time as the call or instalment or any part
thereof or other moneys as aforesaid remains unpaid or a judgment or decree
in respect thereof remains unsatisfied in whole or in part, serve a notice on such
Member or on the person (if any) entitled to the shares by transmission,
If call or instalment not
requiring him to pay such call or instalment of such part thereof or other moneys
51. paid, notice may be given
as remain unpaid together with any interest that may have accrued and all
reasonable expenses (legal or otherwise) that may have been accrued by the
Company by reason of such non-payment. Provided that no such shares shall be
forfeited if any moneys shall remain unpaid in respect of any call or instalment
or any part thereof as aforesaid by reason of the delay occasioned in payment
due to the necessity of complying with the provisions contained in the relevant
exchange control laws or other applicable laws of India, for the time being in
force.
The notice shall name a day (not being less than fourteen days from the date of
notice) and a place or places on and at which such call or instalment and such
interest thereon as the Directors shall determine from the day on which such
call or instalment ought to have been paid and expenses as aforesaid are to be Terms of notice
52.
paid.
The notice shall also state that, in the event of the non-payment at or before the
time and at the place or places appointed, the shares in respect of which the call
was made or instalment is payable will be liable to be forfeited.
If the requirements of any such notice as aforesaid shall not be complied with,
every or any share in respect of which such notice has been given, may at any
time thereafter but before payment of all calls or installments, interest and On default of payment,
53. expenses, due in respect thereof, be forfeited by resolution of the Board to that shares to be forfeited
effect. Such forfeiture shall include all dividends declared or any other moneys
payable in respect of the forfeited share and not actually paid before the
forfeiture.
When any shares have been forfeited, notice of the forfeiture shall be given to
Notice of forfeiture to a
the member in whose name it stood immediately prior to the forfeiture, and an
54. Member
entry of the forfeiture, with the date thereof shall forthwith be made in the
Register of Members.
Any shares so forfeited, shall be deemed to be the property of the Company and Forfeited shares to be
may be sold, re-allotted, or otherwise disposed of, either to the original holder property of the Company
55.
thereof or to any other person, upon such terms and in such manner as the and may be sold etc.
Board in their absolute discretion shall think fit.
Any Member whose shares have been forfeited shall notwithstanding the
forfeiture, be liable to pay and shall forthwith pay to the Company, on demand
all calls, instalments, interest and expenses owing upon or in respect of such Members still liable to pay
shares at the time of the forfeiture, together with interest thereon from the time money owing at time of
56.
of the forfeiture until payment, at such rate as the Board may determine and forfeiture and interest
the Board may enforce the payment of the whole or a portion thereof as if it
were a new call made at the date of the forfeiture, but shall not be under any
obligation to do so.
The forfeiture shares shall involve extinction at the time of the forfeiture, of all
interest in all claims and demand against the Company, in respect of the share Effect of forfeiture
57.
and all other rights incidental to the share, except only such of those rights as
by these Articles are expressly saved.
A declaration in writing that the declarant is a Director or Secretary of the
Company and that shares in the Company have been duly forfeited in Evidence of Forfeiture
58.
accordance with these articles on a date stated in the declaration, shall be
conclusive evidence of the facts therein stated as against all persons claiming to
Page 429 of 465Sr. No Particulars
be entitled to the shares.
The Company may receive the consideration, if any, given for the share on any
sale, re-allotment or other disposition thereof and the person to whom such
share is sold, re-allotted or disposed of may be registered as the holder of the Title of purchaser and
59. share and he shall not be bound to see to the application of the consideration: allottee of Forfeited shares
if any, nor shall his title to the share be affected by any irregularly or invalidity
in the proceedings in reference to the forfeiture, sale, re-allotment or other
disposal of the shares.
Upon any sale, re-allotment or other disposal under the provisions of the
preceding Article, the certificate or certificates originally issued in respect of the
Cancellation of share
relative shares shall (unless the same shall on demand by the Company have
certificate in respect of
60. been previously surrendered to it by the defaulting member) stand cancelled
forfeited shares
and become null and void and of no effect, and the Directors shall be entitled to
issue a duplicate certificate or certificates in respect of the said shares to the
person or persons entitled thereto.
In the meantime and until any share so forfeited shall be sold, re-allotted, or
otherwise dealt with as aforesaid, the forfeiture thereof may, at the discretion
and by a resolution of the Directors, be remitted as a matter of grace and favour,
Forfeiture may be remitted
61. and not as was owing thereon to the Company at the time of forfeiture being
declared with interest for the same unto the time of the actual payment thereof
if the Directors shall think fit to receive the same, or on any other terms which
the Director may deem reasonable.
Upon any sale after forfeiture or for enforcing a lien in purported exercise of the
powers hereinbefore given, the Board may appoint some person to execute an
instrument of transfer of the Shares sold and cause the purchaser's name to be
entered in the Register of Members in respect of the Shares sold, and the
62. purchasers shall not be bound to see to the regularity of the proceedings or to Validity of sale
the application of the purchase money, and after his name has been entered in
the Register of Members in respect of such Shares, the validity of the sale shall
not be impeached by any person and the remedy of any person aggrieved by the
sale shall be in damages only and against the Company exclusively.
The Directors may, subject to the provisions of the Act, accept a surrender of
Surrender of shares
63. any share from or by any Member desirous of surrendering on such terms the
Directors may think fit.
TRANSFER AND TRANSMISSION OF SHARES
The instrument of transfer of any share in or debenture of the Company shall be
executed by or on behalf of both the transferor and transferee. Execution of the
64. The transferor shall be deemed to remain a holder of the share or debenture instrument of shares
until the name of the transferee is entered in the Register of Members or
Register of Debenture holders in respect thereof.
The instrument of transfer of any share or debenture shall be in writing and all
the provisions of Section 56 and statutory modification thereof including other
applicable provisions of the Act shall be duly complied with in respect of all Transfer Form
65.
transfers of shares or debenture and registration thereof.
The instrument of transfer shall be in a common form approved by the
Exchange;
The Company shall not register a transfer in the Company other than the
transfer between persons both of whose names are entered as holders of
beneficial interest in the records of a depository, unless a proper instrument of
transfer duly stamped and executed by or on behalf of the transferor and by or
Transfer not to be
on behalf of the transferee and specifying the name, address and occupation if
registered except on
any, of the transferee, has been delivered to the Company along with the
66. production of instrument
certificate relating to the shares or if no such share certificate is in existence
of transfer
along with the letter of allotment of the shares: Provided that where, on an
application in writing made to the Company by the transferee and bearing the
stamp, required for an instrument of transfer, it is proved to the satisfaction of
the Board of Directors that the instrument of transfer signed by or on behalf of
the transferor and by or on behalf of the transferee has been lost, the Company
Page 430 of 465Sr. No Particulars
may register the transfer on such terms as to indemnity as the Board may think
fit, provided further that nothing in this Article shall prejudice any power of the
Company to register as shareholder any person to whom the right to any shares
in the Company has been transmitted by operation of law.
Subject to the provisions of Section 58 of the Act and Section 22A of the
Securities Contracts (Regulation) Act, 1956, the Directors may, decline to
Directors may refuse to
register—any transfer of shares on which the company has a lien.
67. register transfer
That registration of transfer shall however not be refused on the ground of the
transferor being either alone or jointly with any other person or persons
indebted to the Company on any account whatsoever;
If the Company refuses to register the transfer of any share or transmission of
any right therein, the Company shall within a period of thirty days from the date
Notice of refusal to be
on which the instrument of transfer or intimation of transmission was lodged
given to transferor and
68. with the Company, send notice of refusal to the transferee and transferor or to
transferee
the person giving intimation of the transmission, as the case may be, and there
upon the provisions of Section 56 of the Act or any statutory modification
thereof for the time being in force shall apply.
No fee shall be charged for registration of transfer, transmission, Probate,
No fee on transfer
69. Succession Certificate and letter of administration, Certificate of Death or
Marriage, Power of Attorney or similar other document with the Company.
The Board of Directors shall have power on giving not less than seven days
Closure of Register of
pervious notice in accordance with section 91 and rules made there under close
Members or debenture
the Register of Members and/or the Register of debentures holders and/or
70. holder or other security
other security holders at such time or times and for such period or periods, not
holders
exceeding thirty days at a time, and not exceeding in the aggregate forty five
days in each year as it may seem expedient to the Board.
In the case of transfer of shares, debentures or other marketable securities
where the Company has not issued any certificate and where shares and
Applicability of
securities are being held in an electronic and fungible form, the provisions of the
71. Depositories
Depositories Act shall apply. Provided that in respect of the shares, debentures
Act
and other marketable securities held by the Depository on behalf of a Beneficial
Owner as defined in the Depositories Act, Section 89 of the Act shall not apply.
The instrument of transfer shall after registration be retained by the Company
and shall remain in its custody. All instruments of transfer which the Directors
Custody of transfer Deeds
72. may decline to register shall on demand be returned to the persons depositing
the same. The Directors may cause to be destroyed all the transfer deeds with
the Company after such period as they may determine.
Where an application of transfer relates to partly paid shares, the transfer shall
Application for transfer of
not be registered unless the Company gives notice of the application to the
73. partly paid shares
transferee and the transferee makes no objection to the transfer within two
weeks from the receipt of the notice.
For this purpose, the notice to the transferee shall be deemed to have been duly
given if it is dispatched by prepaid registered post/speed post/ courier to the
Notice to transferee
74. transferee at the address given in the instrument of transfer and shall be
deemed to have been duly delivered at the time at which it would have been
delivered in the ordinary course of post.
(a) On the death of a Member, the survivor or survivors, where the Member was
a joint holder, and his nominee or nominees or legal representatives where he
was a sole holder, shall be the only person recognized by the Company as having
any title to his interest in the shares.
(b) Before recognising any executor or administrator or legal representative, the
Recognition of legal
Board may require him to obtain a Grant of Probate or Letters Administration or
75. representative
other legal representation as the case may be, from some competent court in
India.
Provided nevertheless that in any case where the Board in its absolute discretion
thinks fit, it shall be lawful for the Board to dispense with the production of
Probate or letter of Administration or such other legal representation upon such
terms as to indemnity or otherwise, as the Board in its absolute discretion, may
Page 431 of 465Sr. No Particulars
consider adequate
(c)Nothing in clause (a) above shall release the estate of the deceased joint
holder from any liability in respect of any share which had been jointly held by
him with other persons.
The Executors or Administrators of a deceased Member or holders of a
Succession Certificate or the Legal Representatives in respect of the Shares of a
deceased Member (not being one of two or more joint holders) shall be the only
persons recognized by the Company as having any title to the Shares registered
in the name of such Members, and the Company shall not be bound to recognize
such Executors or Administrators or holders of Succession Certificate or the
Legal Representative unless such Executors or Administrators or Legal
Titles of Shares of
76. Representative shall have first obtained Probate or Letters of Administration or
deceased Member
Succession Certificate as the case may be from a duly constituted Court in the
Union of India provided that in any case where the Board of Directors in its
absolute discretion thinks fit, the Board upon such terms as to indemnity or
otherwise as the Directors may deem proper dispense with production of
Probate or Letters of Administration or Succession Certificate and register
Shares standing in the name of a deceased Member, as a Member. However,
provisions of this Article are subject to Sections 72 of the Companies Act.
Where, in case of partly paid Shares, an application for registration is made by
Notice of application when
77. the transferor, the Company shall give notice of the application to the transferee
to be given
in accordance with the provisions of Section 56 of the Act.
Subject to the provisions of the Act and these Articles, any person becoming
entitled to any share in consequence of the death, lunacy, bankruptcy,
insolvency of any member or by any lawful means other than by a transfer in
accordance with these presents, may, with the consent of the Directors (which
they shall not be under any obligation to give) upon producing such evidence
that he sustains the character in respect of which he proposes to act under this Registration of persons
Article or of this title as the Director shall require either be registered as member entitled to share otherwise
78.
in respect of such shares or elect to have some person nominated by him and than by transfer
approved by the Directors registered as Member in respect of such shares; (Transmission clause)
provided nevertheless that if such person shall elect to have his nominee
registered he shall testify his election by executing in favour of his nominee an
instrument of transfer in accordance so he shall not be freed from any liability
in respect of such shares. This clause is hereinafter referred to as the
‘Transmission Clause’.
Subject to the provisions of the Act and these Articles, the Directors shall have
Refusal to register
the same right to refuse or suspend register a person entitled by the
79. nominee
transmission to any shares or his nominee as if he were the transferee named in
an ordinary transfer presented for registration.
Every transmission of a share shall be verified in such manner as the Directors
may require and the Company may refuse to register any such transmission until
Board may require
the same be so verified or until or unless an indemnity be given to the Company
80. evidence of transmission
with regard to such registration which the Directors at their discretion shall
consider sufficient, provided nevertheless that there shall not be any obligation
on the Company or the Directors to accept any indemnity.
The Company shall incur no liability or responsibility whatsoever in consequence
of its registering or giving effect to any transfer of shares made, or purporting to
be made by any apparent legal owner thereof (as shown or appearing in the
Register or Members) to the prejudice of persons having or claiming any
Company not liable for
equitable right, title or interest to or in the same shares notwithstanding that
disregard of a notice
the Company may have had notice of such equitable right, title or interest or
81. prohibiting registration of
notice prohibiting registration of such transfer, and may have entered such
transfer
notice or referred thereto in any book of the Company and the Company shall
not be bound or require to regard or attend or give effect to any notice which
may be given to them of any equitable right, title or interest, or be under any
liability whatsoever for refusing or neglecting so to do though it may have been
entered or referred to in some book of the Company but the Company shall
Page 432 of 465Sr. No Particulars
nevertheless be at liberty to regard and attend to any such notice and give effect
thereto, if the Directors shall so think fit.
In the case of any share registered in any register maintained outside India the
Form of transfer Outside
instrument of transfer shall be in a form recognized by the law of the place
82. India
where the register is maintained but subject thereto shall be as near to the form
prescribed in Form no. SH-4 hereof as circumstances permit.
No transfer shall be made to any minor, insolvent or person of unsound mind. No transfer to insolvent
83.
etc.
NOMINATION
a) Notwithstanding anything contained in the articles, every holder of securities
of the Company may, at any time, nominate a person in whom his/her securities
shall vest in the event of his/her death and the provisions of Section 72 of the
Companies Act, 2013 shall apply in respect of such nomination.
b) No person shall be recognized by the Company as a nominee unless an
intimation of the appointment of the said person as nominee has been given to
Nomination
84. the Company during the lifetime of the holder(s) of the securities of the
Company in the manner specified under Section 72 of the Companies Act, 2013
read with Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014
c)The Company shall not be in any way responsible for transferring the securities
consequent upon such nomination.
lf the holder(s) of the securities survive(s) nominee, then the nomination made
by the holder(s) shall be of no effect and shall automatically stand revoked.
A nominee, upon production of such evidence as may be required by the Board
and subject as hereinafter provided, elect, either-
(i) to be registered himself as holder of the security, as the case may be; or
(ii) to make such transfer of the security, as the case may be, as the deceased
security holder, could have made;
(iii) if the nominee elects to be registered as holder of the security, himself, as
the case may be, he shall deliver or send to the Company, a notice in writing
signed by him stating that he so elects and such notice shall be accompanied
with the death certificate of the deceased security holder as the case may be;
Transmission of Securities
(iv) a nominee shall be entitled to the same dividends and other advantages to
85. by nominee
which he would be entitled to, if he were the registered holder of the security
except that he shall not, before being registered as a member in respect of his
security, be entitled in respect of it to exercise any right conferred by
membership in relation to meetings of the Company.
Provided further that the Board may, at any time, give notice requiring any such
person to elect either to be registered himself or to transfer the share or
debenture, and if the notice is not complied with within ninety days, the Board
may thereafter withhold payment of all bonuses or other moneys payable or
rights accruing in respect of the share or debenture, until the requirements of
the notice have been complied with.
DEMATERIALISATION OF SHARES
Subject to the provisions of the Act and Rules made there under the Company Dematerialisation of
86. may offer its members facility to hold securities issued by it in dematerialized Securities
form.
JOINT HOLDER
Where two or more persons are registered as the holders of any share they shall
Joint Holders
87. be deemed to hold the same as joint Shareholders with benefits of survivorship
subject to the following and other provisions contained in these Articles.
The Joint holders of any share shall be liable severally as well as jointly for and Joint and several liabilities
88. in respect of all calls and other payments which ought to be made in respect of for all payments in respect
such share. of shares
On the death of any such joint holders the survivor or survivors shall be the only
person recognized by the Company as having any title to the share but the Board
Title of survivors
89. may require such evidence of death as it may deem fit and nothing herein
contained shall be taken to release the estate of a deceased joint holder from
any liability of shares held by them jointly with any other person;
Page 433 of 465Sr. No Particulars
Any one of two or more joint holders of a share may give effectual receipts of Receipts of one sufficient
90.
any dividends or other moneys payable in respect of share; and
Only the person whose name stands first in the Register of Members as one of
Delivery of certificate and
the joint holders of any share shall be entitled to delivery of the certificate
giving of notices to first
91. relating to such share or to receive documents from the Company and any such
named holders
document served on or sent to such person shall deemed to be service on all the
holders.
Any one of two or more joint holders may vote at any meeting either personally
or by attorney or by proxy in respect of such shares as if he were solely entitled
thereto and if more than one of such joint holders be present at any meeting
personally or by proxy or by attorney then that one of such Persons so present
whose name stands first or higher (as the case may be) in the register in respect
92. Vote of joint-holders
of such shares shall alone be entitled to vote in respect thereof but the other or
others of the joint holders shall be entitled to vote in preference to a joint holder
present by attorney or by proxy although the name of such joint holder present
by any attorney or proxy stands first or higher (as the case may be) in the register
in respect of such shares.
Several executors or administrators of a deceased Member in whose (deceased Executors or
93. Member) sole name any share stands, shall for the purpose of this clause be administrators as
deemed joint holders. joint holders
A Member of unsound mind, or in respect of whom an order has been made by
any court having jurisdiction in lunacy, may vote, whether on a show of hands
How members non
or on a poll, by his committee or other legal guardian, and any such committee
94. composmentis and minor
or guardian and may, on a poll, vote by proxy. If any Member be a minor, the
may vote
vote in respect of his share or shares shall be by his guardian or any one of his
guardians.
Subject to the provisions of the Act and other provisions of these Articles, any
person entitled under the Transmission Clause to any shares may vote at any
Votes in respect of shares
general meeting in respect thereof as if he was the registered holder of such
of
shares, provided that at least 48 (forty eight) hours before the time of holding
95. deceased or insolvent
the meeting or adjourned meeting, as the case may be, at which he proposes to
embers,
vote, he shall duly satisfy the Board of his right to such shares unless the Board
etc.
shall have previously admitted his right to vote at such meeting in respect
thereof.
Any business other than that upon which a poll has been demanded may be Business may proceed
96.
proceeded with, pending the taking of the poll. pending poll
SHARE WARRANTS
The Company may issue warrants subject to and in accordance with provisions
of the Act and accordingly the Board may in its discretion with respect to any
Share which is fully paid upon application in writing signed by the persons
registered as holder of the Share, and authenticated by such evidence(if any) as Power to issue share
97.
the Board may, from time to time, require as to the identity of the persons warrants
signing the application and on receiving the certificate (if any) of the Share, and
the amount of the stamp duty on the warrant and such fee as the Board may,
from time to time, require, issue a share warrant.
The bearer of a share warrant may at any time deposit the warrant at the Office
of the Company, and so long as the warrant remains so deposited, the depositor
shall have the same right of signing a requisition for call in a meeting of the
Company, and of attending and voting and exercising the other privileges of a
Member at any meeting held after the expiry of two clear days from the time of
98. Deposit of share warrants
deposit, as if his name were inserted in the Register of Members as the holder
of the Share included in the deposit warrant.
Not more than one person shall be recognized as depositor of the Share warrant.
The Company shall, on two day's written notice, return the deposited share
warrant to the depositor.
Subject as herein otherwise expressly provided, no person, being a bearer of a Privileges and disabilities
99. share warrant, shall sign a requisition for calling a meeting of the Company or of the holders of share
attend or vote or exercise any other privileges of a Member at a meeting of the warrant
Page 434 of 465Sr. No Particulars
Company, or be entitled to receive any notice from the Company.
The bearer of a share warrant shall be entitled in all other respects to the same
privileges and advantages as if he were named in the Register of Members as
the holder of the Share included in the warrant, and he shall be a Member of
the Company.
The Board may, from time to time, make bye-laws as to terms on which (if it
Issue of new share warrant
100. shall think fit), a new share warrant or coupon may be issued by way of renewal
coupons
in case of defacement, loss or destruction.
CONVERSION OF SHARES INTO STOCK
The Company may, by ordinary resolution in General Meeting,
Conversion of shares into
101. a) convert any fully paid-up shares into stock; and
stock or reconversion
b) re-convert any stock into fully paid-up shares of any denomination.
The holders of stock may transfer the same or any part thereof in the same
manner as and subject to the same regulation under which the shares from
which the stock arose might before the conversion have been transferred, or as
Transfer of stock
102. near thereto as circumstances admit, provided that, the Board may, from time
to time, fix the minimum amount of stock transferable so however that such
minimum shall not exceed the nominal amount of the shares from which the
stock arose.
The holders of stock shall, according to the amount of stock held by them, have
the same rights, privileges and advantages as regards dividends, participation in
Rights of stock
profits, voting at meetings of the Company, and other matters, as if they hold
103. Holders
the shares for which the stock arose but no such privilege or advantage shall be
conferred by an amount of stock which would not, if existing in shares, have
conferred that privilege or advantage.
Such of the regulations of the Company (other than those relating to share
warrants), as are applicable to paid up share shall apply to stock and the words Regulations
104.
“share” and “shareholders” in those regulations shall include “stock” and
“stockholders” respectively.
BORROWING POWERS
Subject to the provisions of the Act and these Articles, the Board may, from time
to time at its discretion, by a resolution passed at a meeting of the Board
generally raise or borrow money by way of deposits, loans, overdrafts, cash
credit or by issue of bonds, debentures or debenture-stock (perpetual or
otherwise) or in any other manner, or from any person, firm, company, co-
operative society, anybody corporate, bank, institution, whether incorporated
in India or abroad, Government or any authority or any other body for the Power to borrow
105.
purpose of the Company and may secure the payment of any sums of money so
received, raised or borrowed; provided that the total amount borrowed by the
Company (apart from temporary loans obtained from the Company’s Bankers in
the ordinary course of business) shall not without the consent of the Company
in General Meeting exceed the aggregate of the paid up capital of the Company
and its free reserves that is to say reserves not set apart for any specified
purpose.
Subject to the provisions of the Act and these Articles, any bonds, debentures,
debenture-stock or any other securities may be issued at a discount, premium
Issue of discount etc. or
or otherwise and with any special privileges and conditions as to redemption,
106. with special privileges
surrender, allotment of shares, appointment of Directors or otherwise; provided
that debentures with the right to allotment of or conversion into shares shall
not be issued except with the sanction of the Company in General Meeting.
The payment and/or repayment of moneys borrowed or raised as aforesaid or
any moneys owing otherwise or debts due from the Company may be secured
in such manner and upon such terms and conditions in all respects as the Board Securing payment or
may think fit, and in particular by mortgage, charter, lien or any other security repayment of Moneys
107.
upon all or any of the assets or property (both present and future) or the borrowed
undertaking of the Company including its uncalled capital for the time being, or
by a guarantee by any Director, Government or third party, and the bonds,
debentures and debenture stocks and other securities may be made assignable,
Page 435 of 465Sr. No Particulars
free from equities between the Company and the person to whom the same
may be issued and also by a similar mortgage, charge or lien to secure and
guarantee, the performance by the Company or any other person or company
of any obligation undertaken by the Company or any person or Company as the
case may be.
Any bonds, debentures, debenture-stock or their securities issued or to be Bonds, Debentures etc. to
issued by the Company shall be under the control of the Board who may issue be under the control of the
108.
them upon such terms and conditions, and in such manner and for such Directors
consideration as they shall consider to be for the benefit of the Company.
If any uncalled capital of the Company is included in or charged by any mortgage
Mortgage of uncalled
or other security the Directors shall subject to the provisions of the Act and these
109. Capital
Articles, make calls on the members in respect of such uncalled capital in trust
for the person in whose favour such mortgage or security is executed.
Subject to the provisions of the Act and these Articles if the Directors or any of
them or any other person shall incur or be about to incur any liability whether
as principal or surely for the payment of any sum primarily due from the
Indemnity may be given
110. Company, the Directors may execute or cause to be executed any mortgage,
charge or security over or affecting the whole or any part of the assets of the
Company by way of indemnity to secure the Directors or person so becoming
liable as aforesaid from any loss in respect of such liability.
MEETINGS OF MEMBERS
All the General Meetings of the Company other than Annual General Meetings Distinction between AGM
111.
shall be called Extra-ordinary General Meetings. & EGM
No business shall be transacted at any general meeting unless a quorum of
112. members is present at the time when the meeting proceeds to business and the Presence of Quorum
quorum for the general meetings shall be as provided in section 103
The Directors may, whenever they think fit, convene an Extra-Ordinary General
Extra-Ordinary General
Meeting and they shall on requisition of Members made in compliance with
113. Meeting by Board and by
Section 100 of the Act, forthwith proceed to convene Extra-Ordinary General
requisition
Meeting of the members.
If at any time there are not within India sufficient Directors capable of acting to
form a quorum, or if the number of Directors be reduced in number to less than
the minimum number of Directors prescribed by these Articles and the
When a Director or any
continuing Directors fail or neglect to increase the number of Directors to that
two Members may call an
number or to convene a General Meeting, any Director or any two or more
Extra Ordinary General
Members of the Company holding not less than one-tenth of the total paid up
Meeting
share capital of the Company may call for an Extra-Ordinary General Meeting in
the same manner as nearly as possible as that in which meeting may be called
by the Directors.
No General Meeting, Annual or Extraordinary shall be competent to enter upon, Meeting not to transact
114. discuss or transfer any business which has not been mentioned in the notice or business not mentioned in
notices upon which it was convened. notice
The Chairman (if any) of the Board of Directors shall be entitled to take the chair
at every General Meeting, whether Annual or Extraordinary. If there is no such
Chairman of the Board of Directors, or if at any meeting he is not present within
fifteen minutes of the time appointed for holding such meeting or if he is unable Chairman of General
115.
or unwilling to take the chair, then the Members present shall elect another Meeting
Director as Chairman, and if no Director be present or if all the Directors present
decline to take the chair then the Members present shall elect one of the
members to be the Chairman of the meeting.
No business, except the election of a Chairman, shall be discussed at any General Business confined to
116. Meeting whilst the Chair is vacant. election of Chairman
whilst chair is vacant
a) The Chairperson may, with the consent of any meeting at which a quorum is
Chairman with consent
present, and shall, if so directed by the meeting, adjourn the meeting from time
117. may adjourn meeting
to time and from place to place.
b) No business shall be transacted at any adjourned meeting other than the
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business left unfinished at the meeting from which the adjournment took place.
c) When a meeting is adjourned for thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.
d) Save as aforesaid, and as provided in section 103 of the Act, it shall not be
necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting.
In the case of an equality of votes the Chairman shall both on a show of hands,
Chairman’s casting vote
118. on a poll (if any) and e-voting, have casting vote in addition to the vote or votes
to which he may be entitled as a Member.
Any poll duly demanded on the election of Chairman of the meeting or any In what case poll taken
119.
question of adjournment shall be taken at the meeting forthwith. without adjournment
The demand for a poll except on the question of the election of the Chairman Demand for poll not to
and of an adjournment shall not prevent the continuance of a meeting for the prevent transaction of
120.
transaction of any business other than the question on which the poll has been other business
demanded.
VOTES OF MEMBERS
No Member shall be entitled to vote either personally or by proxy at any General
Meeting or Meeting of a class of shareholders either upon a show of hands, upon
Members in arrears not to
a poll or electronically, or be reckoned in a quorum in respect of any shares
121. vote
registered in his name on which any calls or other sums presently payable by
him have not been paid or in regard to which the Company has exercised, any
right or lien.
Subject to the provision of these Articles and without prejudice to any special
privileges, or restrictions as to voting for the time being attached to any class of
shares for the time being forming part of the capital of the company, every
Member, not disqualified by the last preceding Article shall be entitled to be
present, and to speak and to vote at such meeting, and on a show of hands every
Number of votes each
member present in person shall have one vote and upon a poll the voting right
122. member entitled
of every Member present in person or by proxy shall be in proportion to his
share of the paid-up equity share capital of the Company, Provided, however, if
any preference shareholder is present at any meeting of the Company, save as
provided in sub-section (2) of Section 47 of the Act, he shall have a right to vote
only on resolution placed before the meeting which directly affect the rights
attached to his preference shares.
On a poll taken at a meeting of the Company a member entitled to more than Casting of votes by a
one vote or his proxy or other person entitled to vote for him, as the case may member entitled to more
123.
be, need not, if he votes, use all his votes or cast in the same way all the votes than one vote
he uses.
A member of unsound mind, or in respect of whom an order has been made by Vote of member of
any court having jurisdiction in lunacy, or a minor may vote, whether on a show unsound mind and of
124.
of hands or on a poll, by his committee or other legal guardian, and any such minor
committee or guardian may, on a poll, vote by proxy.
Notwithstanding anything contained in the provisions of the Companies Act,
2013, and the Rules made there under, the Company may, and in the case of
resolutions relating to such business as may be prescribed by such authorities Postal Ballot
125.
from time to time, declare to be conducted only by postal ballot, shall, get any
such business/ resolutions passed by means of postal ballot, instead of
transacting the business in the General Meeting of the Company.
A member may exercise his vote at a meeting by electronic means in accordance
126. E-Voting
with section 108 and shall vote only once.
In the case of joint holders, the vote of the senior who tenders a vote, whether
in person or by proxy, shall be accepted to the exclusion of the votes of the other
joint holders. If more than one of the said persons remain present than the
senior shall alone be entitled to speak and to vote in respect of such shares, but Votes of joint members
127.
the other or others of the joint holders shall be entitled to be present at the
meeting. Several executors or administrators of a deceased Member in whose
name share stands shall for the purpose of these Articles be deemed joints
holders thereof.
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For this purpose, seniority shall be determined by the order in which the names
stand in the register of members.
Votes may be given either personally or by attorney or by proxy or in case of a Votes may be given by
128.
company, by a representative duly Authorised as mentioned in Articles proxy or by representative
A body corporate (whether a company within the meaning of the Act or not)
may, if it is member or creditor of the Company (including being a holder of
debentures) authorise such person by resolution of its Board of Directors, as it
thinks fit, in accordance with the provisions of Section 113 of the Act to act as Representation of a body
129. its representative at any Meeting of the members or creditors of the Company corporate
or debentures holders of the Company. A person authorised by resolution as
aforesaid shall be entitled to exercise the same rights and powers (including the
right to vote by proxy) on behalf of the body corporate as if it were an individual
member, creditor or holder of debentures of the Company.
A member paying the whole or a part of the amount remaining unpaid on any
Members paying money in
share held by him although no part of that amount has been called up, shall not
130. advance
be entitled to any voting rights in respect of the moneys paid until the same
would, but for this payment, become presently payable.
A member is not prohibited from exercising his voting rights on the ground that Members not prohibited if
131. he has not held his shares or interest in the Company for any specified period share not held for any
preceding the date on which the vote was taken. specified period
Any person entitled under Article 78 (transmission clause) to transfer any share
may vote at any General Meeting in respect thereof in the same manner as if he
were the registered holder of such shares, provided that at least forty-eight Votes in respect of shares
hours before the time of holding the meeting or adjourned meeting, as the case of deceased or insolvent
132.
may be at which he proposes to vote he shall satisfy the Directors of his right to members
transfer such shares and give such indemnify (if any) as the Directors may
require or the directors shall have previously admitted his right to vote at such
meeting in respect thereof.
No Member shall be entitled to vote on a show of hands unless such member is
present personally or by attorney or is a body Corporate present by a
representative duly Authorised under the provisions of the Act in which case
such members, attorney or representative may vote on a show of hands as if he
No votes by proxy on show
133. were a Member of the Company. In the case of a Body Corporate the production
of hands
at the meeting of a copy of such resolution duly signed by a Director or Secretary
of such Body Corporate and certified by him as being a true copy of the
resolution shall be accepted by the Company as sufficient evidence of the
authority of the appointment.
The instrument appointing a proxy and the power-of-attorney or other
authority, if any, under which it is signed or a notarised copy of that power or
authority, shall be deposited at the registered office of the company not less
134. than 48 hours before the time for holding the meeting or adjourned meeting at Appointment of a Proxy
which the person named in the instrument proposes to vote, or, in the case of a
poll, not less than 24 hours before the time appointed for the taking of the poll;
and in default the instrument of proxy shall not be treated as valid.
An instrument appointing a proxy shall be in the form as prescribed in the rules
135. Form of proxy
made under section 105.
A vote given in accordance with the terms of an instrument of proxy shall be
valid notwithstanding the previous death or insanity of the Member, or
Validity of votes given by
revocation of the proxy or of any power of attorney which such proxy signed, or
proxy notwithstanding
136. the transfer of the share in respect of which the vote is given, provided that no
death of a member
intimation in writing of the death or insanity, revocation or transfer shall have
been received at the office before the meeting or adjourned meeting at which
the proxy is used.
No objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting at which the vote objected to is given or Time for objections to
137.
tendered, and every vote not disallowed at such meeting shall be valid for all votes
purposes.
138. Any such objection raised to the qualification of any voter in due time shall be Chairperson of the
Page 438 of 465Sr. No Particulars
referred to the Chairperson of the meeting, whose decision shall be final and Meeting to be the judge of
conclusive. validity of any vote
Where a poll is to be taken, the Chairperson of the meeting shall appoint such
numbers of persons, as he deems necessary to scrutinise the poll process and
votes given on the poll and to report thereon.
139. Scrutinizers at poll
The Chairperson shall have power, at any time before the result of the poll is
declared to remove a scrutiniser from office and to fill vacancies in the office of
scrutiniser arising from such removal or from any other cause.
DIRECTORS
Until otherwise determined by a General Meeting of the Company and subject
to the provisions of Section 149 of the Act, the number of Directors (including
140. Debenture and Alternate Directors) shall not be less than three and not more Number of Directors
than fifteen. Provided that a company may appoint more than fifteen directors
after passing a special resolution
(a)The Following shall be the First Directors of the Company:
(i) Mr. Vipul Gilara
(ii) Mr. Prateek Gilara
141. (iii) Mr. Abhishek Gilara First Directors
(iv) Mr. Nitin Gilara
(b) The Company in General Meeting may from time to time increase or reduce
the number of Directors within the limit fixed as above.
A Director of the Company shall not be bound to hold any Qualification Shares Qualification
142.
in the Company. shares
Subject to the provisions of the Companies Act, 2013and notwithstanding
anything to the contrary contained in these Articles, the Board may appoint any
person as a director nominated by any institution in pursuance of the provisions
of any law for the time being in force or of any agreement
The Nominee Director/s so appointed shall not be required to hold any
qualification shares in the Company nor shall be liable to retire by rotation. The
Board of Directors of the Company shall have no power to remove from office
the Nominee Director/s so appointed. The said Nominee Director/s shall be
entitled to the same rights and privileges including receiving of notices, copies
143. Nominee Directors
of the minutes, sitting fees, etc. as any other Director of the Company is entitled.
If the Nominee Director/s is an officer of any of the financial institution the
sitting fees in relation to such nominee Directors shall accrue to such financial
institution and the same accordingly be paid by the Company to them. The
Financial Institution shall be entitled to depute observer to attend the meetings
of the Board or any other Committee constituted by the Board.
The Nominee Director/s shall, notwithstanding anything to the Contrary
contained in these Articles, be at liberty to disclose any information obtained by
him/them to the Financial Institution appointing him/them as such Director/s.
The Board may appoint an Alternate Director to act for a Director (hereinafter
called “The Original Director”) during his absence for a period of not less than
three months from India. An Alternate Director appointed under this Article
shall not hold office for period longer than that permissible to the Original
Director in whose place he has been appointed and shall vacate office if and Appointment of alternate
144.
when the Original Director returns to India. If the term of Office of the Original Director
Director is determined before he so returns to India, any provision in the Act or
in these Articles for the automatic re-appointment of retiring Director in default
of another appointment shall apply to the Original Director and not to the
Alternate Director.
Subject to the provisions of the Act, the Board shall have power at any time and
from time to time to appoint any other person to be an Additional Director. Any
145. Additional Director
such Additional Director shall hold office only up to the date of the next Annual
General Meeting.
The Company shall have such number of Independent Directors on the Board of
Appointment of
146. the Company, as may be required in terms of the provisions of Section 149 of
Independent Director
the Act and the Companies (Appointment and Qualification of Directors) Rules,
Page 439 of 465Sr. No Particulars
2014 or any other Law, as may be applicable. Further, the appointment of such
Independent Directors shall be in terms of the aforesaid provisions of Law and
subject to the requirements prescribed under the SEBI Listing Regulations
Subject to the provisions of the Act, the Board shall have power at any time and
from time to time to appoint a Director, if the office of any director appointed
by the company in general meeting is vacated before his term of office expires Director’s power to fill
147.
in the normal course, who shall hold office only up to the date up to which the casual vacancies
Director in whose place he is appointed would have held office if it had not been
vacated by him.
The Company may, subject to the provisions of the Section 169 and other
148. applicable provisions of the Act and these Articles remove any Director before Removal of Director
the expiry of his period of office.
The remuneration of the Directors shall, in so far as it consists of a monthly
payment, be deemed to accrue from day-to-day.
The remuneration, including commission on profits, payable to the Directors,
149. Remuneration of directors
including any Managing or Whole-time Director or Manager, if any, shall be
determined in accordance with and subject to the provisions of the Act and
Rules made thereunder.
Until otherwise determined by the Company in General Meeting, each Director
other than the Managing/Whole-time Director (unless otherwise specifically
150. provided for) shall be entitled to sitting fees not exceeding a sum prescribed in Sitting Fees
the Act (as may be amended from time to time) for attending meetings of the
Board or Committees thereof.
The Board of Directors may subject to the limitations provided in the Act allow
and pay to any Director who attends a meeting at a place other than his usual
Travelling expenses
place of residence for the purpose of attending a meeting, such sum as the
151. Incurred by Director on
Board may consider fair, compensation for travelling, hotel and other incidental
Company's business
expenses properly incurred by him, in addition to his fee for attending such
meeting as above specified.
Not less than two-thirds of the total number of Directors shall be persons whose
period of office is liable to determination by retirement of Directors by rotation.
At each Annual General Meeting of the Company one-third of such of the
Directors for the time being as are liable to retire by rotation or if their number
is neither three nor a multiple of three, then, the number nearest to one-third,
Director liable to retire by
152. shall retire from office.
rotation
The Directors to retire by rotation at every Annual General Meeting shall be
those who have been longest in office since their last appointment but, as
between persons who became Directors on the same day those to retire in
default of and subject to any agreement among themselves, be determined by
lot.
PROCEEDING OF THE BOARD OF DIRECTORS
(a) The Board of Directors may meet for the conduct of business, adjourn and
otherwise regulate its meetings as it thinks fit.
153. Meetings of Directors
(b) A director may, and the manager or secretary on the requisition of a director
shall, at any time, summon a meeting of the Board.
Notice of every meeting of the Board of the Company shall be given in writing
154. to every Director at his postal address or email address as registered with the Notice of the Meeting
Company.
The participation of directors in a meeting of the Board may be either in person
Participation at the Board
155. or through video conferencing or audio visual means or teleconferencing, as
Meeting
may be prescribed by the Rules or permitted under law.
Save as otherwise expressly provided in the Act, a resolution in writing, signed,
whether manually or by secure electronic mode, by a majority of the members
of the Board or of a Committee thereof, for the time being entitled to receive Passing of resolution by
156.
notice of a meeting of the Board or Committee, shall be valid and effective as if circulation
it had been passed at a meeting of the Board or Committee, duly convened and
held
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The Directors may from time to time elect from among their members a
Chairperson of the Board and determine the period for which he is to hold office.
If at any meeting of the Board, the Chairman is not present within five minutes
after the time appointed for holding the same, the Directors present may choose
157. Chairperson
one of the Directors then present to preside at the meeting.
Subject to Section 203 of the Act and rules made there under, one person can
act as the Chairman as well as the Managing Director or Chief Executive Officer
at the same time.
Questions arising at any meeting of the Board of Directors shall be decided by a
Questions at Board
158. majority of votes and in the case of an equality of votes, the Chairman will have
meeting how decided
a second or casting vote.
The continuing directors may act notwithstanding any vacancy in the Board; but,
if and so long as their number is reduced below the quorum fixed by the Act for Continuing directors may
159. a meeting of the Board, the continuing directors or director may act for the act notwithstanding any
purpose of increasing the number of directors to that fixed for the quorum, or vacancy in the Board
of summoning a general meeting of the company, but for no other purpose.
Subject to the provisions of the Act, the Board may delegate any of their powers
to a Committee consisting of such member or members of its body as it thinks
fit, and it may from time to time revoke and discharge any such committee
either wholly or in part and either as to person, or purposes, but every
Directors may appoint
160. Committee so formed shall in the exercise of the powers so delegated conform
committee
to any regulations that may from time to time be imposed on it by the Board. All
acts done by any such Committee in conformity with such regulations and in
fulfilment of the purposes of their appointment but not otherwise, shall have
the like force and effect as if done by the Board.
The Meetings and proceedings of any such Committee of the Board consisting
of two or more members shall be governed by the provisions herein contained
Committee Meetings how
161. for regulating the meetings and proceedings of the Directors so far as the same
to be governed
are applicable thereto and are not superseded by any regulations made by the
Directors under the last preceding Article.
A committee may elect a Chairperson of its meetings.
If no such Chairperson is elected, or if at any meeting the Chairperson is not
Chairperson of Committee
162. present within five minutes after the time appointed for holding the meeting,
Meetings
the members present may choose one of their members to be Chairperson of
the meeting.
A committee may meet and adjourn as it thinks fit.
Questions arising at any meeting of a committee shall be determined by a Meetings of the
163.
majority of votes of the members present, and in case of an equality of votes, Committee
the Chairperson shall have a second or casting vote.
Subject to the provisions of the Act, all acts done by any meeting of the Board
or by a Committee of the Board, or by any person acting as a Director shall
Acts of Board or
notwithstanding that it shall afterwards be discovered that there was some
Committee shall be valid
defect in the appointment of such Director or persons acting as aforesaid, or
164. notwithstanding defect in
that they or any of them were disqualified or had vacated office or that the
appointment
appointment of any of them had been terminated by virtue of any provisions
contained in the Act or in these Articles, be as valid as if every such person had
been duly appointed, and was qualified to be a Director.
The Company shall cause minutes of the meeting of the Board of Directors and
of Committees of the Board to be duly entered in a book or books provided for
the purpose in accordance with the provisions of the Act and Rules made
thereunder. The minutes shall contain a fair and correct summary of the
Minutes of proceedings of
proceedings at the meeting including the following:
Board of Directors and
165. i) the names of the Directors present at the meeting of the Board of Directors or
Committees to
of any Committee of the Board;
be kept.
ii) all resolutions and proceedings of meetings of the Board of Directors and
Committee of the Board;
iii) in the case of each resolution passed at a meeting of the Board of Directors
or Committees of the Board, the names of the Directors, if any, dissenting from
Page 441 of 465Sr. No Particulars
or not concurring in the resolution.
Minutes of any meeting of the Board of Directors or of any Committees of the
Board if purporting to be signed by the Chairman of such meeting or by the
Chairman of the next succeeding meeting shall be for all purposes whatsoever Board Minutes to be
166.
prima facie evidence of the actual passing of the resolution recorded and the evidence
actual and regular transaction or occurrence of the proceedings so recorded and
the regularity of the meeting at which the same shall appear to have taken place.
RETIREMENT AND ROTATION OF DIRECTORS
Subject to the provisions of Section 161 of the Act, if the office of any Director
appointed by the Company in General Meeting vacated before his term of office
will expire in the normal course, the resulting casual vacancy may in default of
Power to fill casual
167. and subject to any regulation in the Articles of the Company be filled by the
vacancy
Board of Directors at the meeting of the Board and the Director so appointed
shall hold office only up to the date up to which the Director in whose place he
is appointed would have held office if had not been vacated as aforesaid.
POWERS OF THE BOARD
The business of the Company shall be managed by the Board who may exercise
all such powers of the Company and do all such acts and things as may be
necessary, unless otherwise restricted by the Act, or by any other law or by the
168. Memorandum or by the Articles required to be exercised by the Company in Powers of the Board
General Meeting. However, no regulation made by the Company in General
Meeting shall invalidate any prior act of the Board which would have been valid
if that regulation had not been made.
Without prejudice to the general powers conferred by the Articles and so as not
in any way to limit or restrict these powers, and without prejudice to the other
Certain powers of the
169. powers conferred by these Articles, but subject to the restrictions contained in
Board
the Articles, it is hereby, declared that the Directors shall have the following
powers, that is to say
(1) Subject to the provisions of the Act, to purchase or otherwise acquire any
lands, buildings, machinery, premises, property, effects, assets, rights, creditors,
royalties, business and goodwill of any person firm or company carrying on the
business which this Company is authorised to carry on, in any part of India.
(2) Subject to the provisions of the Act to purchase, take on lease for any term
or terms of years, or otherwise acquire any land or lands, with or without
buildings and out-houses thereon, situate in any part of India, at such conditions
as the Directors may think fit, and in any such purchase, lease or acquisition to
accept such title as the Directors may believe, or may be advised to be
reasonably satisfy.
(3) To erect and construct, on the said land or lands, buildings, houses,
warehouses and sheds and to alter, extend and improve the same, to let or lease
the property of the company, in part or in whole for such rent and subject to
such conditions, as may be thought advisable; to sell such portions of the land
or buildings of the Company as may not be required for the company; to
mortgage the whole or any portion of the property of the company for the
purposes of the Company; to sell all or any portion of the machinery or stores
belonging to the Company.
(4) At their discretion and subject to the provisions of the Act, the Directors may
pay property rights or privileges acquired by, or services rendered to the
Company, either wholly or partially in cash or in shares, bonds, debentures or
other securities of the Company, and any such share may be issued either as
fully paid up or with such amount credited as paid up thereon as may be agreed
upon; and any such bonds, debentures or other securities may be either
specifically charged upon all or any part of the property of the Company and its
uncalled capital or not so charged.
(5) To insure and keep insured against loss or damage by fire or otherwise for
such period and to such extent as they may think proper all or any part of the
buildings, machinery, goods, stores, produce and other moveable property of
the Company either separately or co-jointly; also to insure all or any portion of
Page 442 of 465Sr. No Particulars
the goods, produce, machinery and other articles imported or exported by the
Company and to sell, assign, surrender or discontinue any policies of assurance
effected in pursuance of this power.
(6) To open accounts with any Bank or Bankers and to pay money into and draw
money from any such account from time to time as the Directors may think fit.
(7) To secure the fulfilment of any contracts or engagement entered into by the
Company by mortgage or charge on all or any of the property of the Company
including its whole or part of its undertaking as a going concern and its uncalled
capital for the time being or in such manner as they think fit.
(8) To accept from any member, so far as may be permissible by law, a surrender
of the shares or any part thereof, on such terms and conditions as shall be
agreed upon.
(9) To appoint any person to accept and hold in trust, for the Company property
belonging to the Company, or in which it is interested or for any other purposes
and to execute and to do all such deeds and things as may be required in relation
to any such trust, and to provide for the remuneration of such trustee or
trustees.
(10) To institute, conduct, defend, compound or abandon any legal proceeding
by or against the Company or its Officer, or otherwise concerning the affairs and
also to compound and allow time for payment or satisfaction of any debts, due,
and of any claims or demands by or against the Company and to refer any
difference to arbitration, either according to Indian or Foreign law and either in
India or abroad and observe and perform or challenge any award thereon.
(11) To act on behalf of the Company in all matters relating to bankruptcy
insolvency.
(12) To make and give receipts, release and give discharge for moneys payable
to the Company and for the claims and demands of the Company.
(13) Subject to the provisions of the Act, and these Articles to invest and deal
with any moneys of the Company not immediately required for the purpose
thereof, upon such authority (not being the shares of this Company) or without
security and in such manner as they may think fit and from time to time to vary
or realise such investments. Save as provided in Section 187 of the Act, all
investments shall be made and held in the Company’s own name.
(14) To execute in the name and on behalf of the Company in favor of any
Director or other person who may incur or be about to incur any personal
liability whether as principal or as surety, for the benefit of the Company, such
mortgage of the Company’s property (present or future) as they think fit, and
any such mortgage may contain a power of sale and other powers, provisions,
covenants and agreements as shall be agreed upon.
(15) To determine from time to time persons who shall be entitled to sign on
Company’s behalf, bills, notes, receipts, acceptances, endorsements, cheques,
dividend warrants, releases, contracts and documents and to give the necessary
authority for such purpose, whether by way of a resolution of the Board or by
way of a power of attorney or otherwise.
(16) To give to any Director, Officer, or other persons employed by the
Company, a commission on the profits of any particular business or transaction,
or a share in the general profits of the company; and such commission or share
of profits shall be treated as part of the working expenses of the Company.
(17) To give, award or allow any bonus, pension, gratuity or compensation to
any employee of the Company, or his widow, children, dependents, that may
appear just or proper, whether such employee, his widow, children or
dependents have or have not a legal claim on the Company.
(18) To set aside out of the profits of the Company such sums as they may think
proper for depreciation or the depreciation funds or to insurance fund or to an
export fund, or to a Reserve Fund, or Sinking Fund or any special fund to meet
contingencies or repay debentures or debenture-stock or for equalizing
dividends or for repairing, improving, extending and maintaining any of the
properties of the Company and for such other purposes (including the purpose
Page 443 of 465Sr. No Particulars
referred to in the preceding clause) as the Board may, in the absolute discretion
think conducive to the interests of the Company, and subject to Section 179 of
the Act, to invest the several sums so set aside or so much thereof as may be
required to be invested, upon such investments (other than shares of this
Company) as they may think fit and from time to time deal with and vary such
investments and dispose of and apply and extend all or any part thereof for the
benefit of the Company notwithstanding the matters to which the Board apply
or upon which the capital moneys of the Company might rightly be applied or
expended and divide the reserve fund into such special funds as the Board may
think fit; with full powers to transfer the whole or any portion of a reserve fund
or division of a reserve fund to another fund and with the full power to employ
the assets constituting all or any of the above funds, including the depredation
fund, in the business of the company or in the purchase or repayment of
debentures or debenture-stocks and without being bound to keep the same
separate from the other assets and without being bound to pay interest on the
same with the power to the Board at their discretion to pay or allow to the credit
of such funds, interest at such rate as the Board may think proper.
(19) To appoint, and at their discretion remove or suspend such general
manager, managers, secretaries, assistants, supervisors, scientists, technicians,
engineers, consultants, legal, medical or economic advisers, research workers,
labourers, clerks, agents and servants, for permanent, temporary or special
services as they may from time to time think fit, and to determine their powers
and duties and to fix their salaries or emoluments or remuneration and to
require security in such instances and for such amounts they may think fit and
also from time to time to provide for the management and transaction of the
affairs of the Company in any specified locality in India or elsewhere in such
manner as they think fit and the provisions contained in the next following
clauses shall be without prejudice to the general powers conferred by this
clause.
(20) At any time and from time to time by power of attorney, to appoint any
person or persons to be the Attorney or attorneys of the Company, for such
purposes and with such powers, authorities and discretions (not exceeding
those vested in or exercisable by the Board under these presents and excluding
the power to make calls and excluding also except in their limits authorised by
the Board the power to make loans and borrow moneys) and for such period
and subject to such conditions as the Board may from time to time think fit, and
such appointments may (if the Board think fit) be made in favour of the
members or any of the members of any local Board established as aforesaid or
in favour of any Company, or the shareholders, directors, nominees or manager
of any Company or firm or otherwise in favour of any fluctuating body of persons
whether nominated directly or indirectly by the Board and any such powers of
attorney may contain such powers for the protection or convenience for dealing
with such Attorneys as the Board may think fit, and may contain powers enabling
any such delegated Attorneys as aforesaid to sub-delegate all or any of the
powers, authorities and discretion for the time being vested in them.
(21) Subject to Sections 188 of the Act, for or in relation to any of the matters
aforesaid or otherwise for the purpose of the Company to enter into all such
negotiations and contracts and rescind and vary all such contracts, and execute
and do all such acts, deeds and things in the name and on behalf of the Company
as they may consider expedient.
(22) From time to time to make, vary and repeal rules for the regulations of the
business of the Company its Officers and employees.
(23) To effect, make and enter into on behalf of the Company all transactions,
agreements and other contracts within the scope of the business of the
Company.
(24) To apply for, promote and obtain any act, charter, privilege, concession,
license, authorization, if any, Government, State or municipality, provisional
order or license of any authority for enabling the Company to carry any of this
Page 444 of 465Sr. No Particulars
objects into effect, or for extending and any of the powers of the Company or
for effecting any modification of the Company’s constitution, or for any other
purpose, which may seem expedient and to oppose any proceedings or
applications which may seem calculated, directly or indirectly to prejudice the
Company’s interests.
(25) To pay and charge to the capital account of the Company any commission
or interest lawfully payable there out under the provisions of Sections 40 of the
Act and of the provisions contained in these presents.
(26) To redeem preference shares.
(27) To subscribe, incur expenditure or otherwise to assist or to guarantee
money to charitable, benevolent, religious, scientific, national or any other
institutions or subjects which shall have any moral or other claim to support or
aid by the Company, either by reason of locality or operation or of public and
general utility or otherwise.
(28) To pay the cost, charges and expenses preliminary and incidental to the
promotion, formation, establishment and registration of the Company.
(29) To pay and charge to the capital account of the Company any commission
or interest lawfully payable thereon under the provisions of Section 40 of the
Act.
(30) To provide for the welfare of Directors or ex-Directors or employees or ex-
employees of the Company and their wives, widows and families or the
dependents or connections of such persons, by building or contributing to the
building of houses, dwelling or chawls, or by grants of moneys, pension,
gratuities, allowances, bonus or other payments, or by creating and from time
to time subscribing or contributing, to provide other associations, institutions,
funds or trusts and by providing or subscribing or contributing towards place of
instruction and recreation, hospitals and dispensaries, medical and other
attendance and other assistance as the Board shall think fit and subject to the
provision of Section 181 of the Act, to subscribe or contribute or otherwise to
assist or to guarantee money to charitable, benevolent, religious, scientific,
national or other institutions or object which shall have any moral or other claim
to support or aid by the Company, either by reason of locality of operation, or
of the public and general utility or otherwise.
(31) To purchase or otherwise acquire or obtain license for the use of and to sell,
exchange or grant license for the use of any trade mark, patent, invention or
technical know-how.
(32) To sell from time to time any Articles, materials, machinery, plants, stores
and other Articles and thing belonging to the Company as the Board may think
proper and to manufacture, prepare and sell waste and by-products.
(33) From time to time to extend the business and undertaking of the Company
by adding, altering or enlarging all or any of the buildings, factories, workshops,
premises, plant and machinery, for the time being the property of or in the
possession of the Company, or by erecting new or additional buildings, and to
expend such sum of money for the purpose aforesaid or any of them as they be
thought necessary or expedient.
(34) To undertake on behalf of the Company any payment of rents and the
performance of the covenants, conditions and agreements contained in or
reserved by any lease that may be granted or assigned to or otherwise acquired
by the Company and to purchase the reversion or reversions, and otherwise to
acquire on free hold sample of all or any of the lands of the Company for the
time being held under lease or for an estate less than freehold estate.
(35) To improve, manage, develop, exchange, lease, sell, resell and re-purchase,
dispose of, deal or otherwise turn to account, any property (movable or
immovable) or any rights or privileges belonging to or at the disposal of the
Company or in which the Company is interested.
(36) To let, sell or otherwise dispose of subject to the provisions of Section 180
of the Act and of the other Articles any property of the Company, either
absolutely or conditionally and in such manner and upon such terms and
Page 445 of 465Sr. No Particulars
conditions in all respects as it thinks fit and to accept payment in
satisfaction for the same in cash or otherwise as it thinks fit.
(37) Generally subject to the provisions of the Act and these Articles, to delegate
the powers/authorities and discretions vested in the Directors to any person(s),
firm, company or fluctuating body of persons as aforesaid.
(38) To comply with the requirements of any local law which in their opinion it
shall in the interest of the Company be necessary or expedient to comply with.
MANAGING AND WHOLE-TIME DIRECTORS
Subject to the provisions of the Act and of these Articles, the Directors may from
time to time in Board Meetings appoint one or more of their body to be a
Managing Director or Managing Directors or whole-time Director or whole-time
Directors of the Company for such term not exceeding five years at a time as
they may think fit to manage the affairs and business of the Company, and may
from time to time (subject to the provisions of any contract between him or
them and the Company) remove or dismiss him or them from office and appoint
another or others in his or their place or places.
Powers to appoint
Subject to the approval of shareholders in their meeting, the Managing Director
Managing/ Whole-time
170. or Whole Time Director of the Company may be appointed and continue to hold
Directors
the office of the Chairman and Managing Director or Chairman and Whole-Time
Director or Chief Executive officer of the Company at the same time.
The Managing Director or Managing Directors or Whole-Time Director or Whole-
Time Directors so appointed shall be liable to retire by rotation. A Managing
Director or Whole-time Director who is appointed as Director immediately on
the retirement by rotation shall continue to hold his office as Managing Director
or Whole-time Director and such re-appointment as such Director shall not be
deemed to constitute a break in his appointment as Managing Director or
Whole-time Director.
The remuneration of a Managing Director or a Whole-time Director (subject to
Remuneration of
the provisions of the Act and of these Articles and of any contract between him
Managing or Whole Time
171. and the Company) shall from time to time be fixed by the Directors, and may be,
Director
by way of fixed salary, or commission on profits of the Company, or by
participation in any such profits, or by any, or all of these modes.
(1) Subject to control, direction and supervision of the Board of Directors,
the day-today management of the company will be in the hands of the Managing
Director or Whole-time Director appointed in accordance with regulations of
these Articles of Association with powers to the Directors to distribute such day-
to-day management functions among such Directors and in any manner as may
be directed by the Board.
(2) The Directors may from time to time entrust to and confer upon the
Managing Director or Whole-time Director for the time being save as prohibited
in the Act, such of the powers exercisable under these presents by the Directors
as they may think fit, and may confer such objects and purposes, and upon such
terms and conditions, and with such restrictions as they think expedient; and
they may subject to the provisions of the Act and these Articles confer such Powers and duties of
powers, either collaterally with or to the exclusion of, and in substitution for, all Managing Director or
172.
or any of the powers of the Directors in that behalf, and may from time to time Whole-time Director
revoke, withdraw, alter or vary all or any such powers.
(3) The Company’s General Meeting may also from time to time appoint
any Managing Director or Managing Directors or Whole Time Director or Whole
Time Directors of the Company and may exercise all the powers referred to in
these Articles.
(4) The Managing Director shall be entitled to sub-delegate (with the
sanction of the Directors where necessary) all or any of the powers, authorities
and discretions for the time being vested in him in particular from time to time
by the appointment of any attorney or attorneys for the management and
transaction of the affairs of the Company in any specified locality in such manner
as they may think fit.
(5) Notwithstanding anything contained in these Articles, the Managing
Page 446 of 465Sr. No Particulars
Director is expressly allowed generally to work for and contract with the
Company and specially to do the work of Managing Director and also to do any
work for the Company upon such terms and conditions and for such
remuneration (subject to the provisions of the Act) as may from time to time be
agreed between him and the Directors of the Company.
CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF
FINANCIAL OFFICER
Subject to the provisions of the Act, —
A chief executive officer, manager, company secretary or chief financial officer
may be appointed by the Board for such term, at such remuneration and upon
such conditions as it may think fit; and any chief executive officer, manager,
company secretary or chief financial officer so appointed may be removed by Board to appoint Chief
means of a resolution of the Board; Executive Officer/
173. A director may be appointed as chief executive officer, manager, company Manager/ Company
secretary or chief financial officer. Secretary/ Chief Financial
A provision of the Act or these regulations requiring or authorising a thing to be Officer
done by or to a director and chief executive officer, manager, company secretary
or chief financial officer shall not be satisfied by its being done by or to the same
person acting both as director and as, or in place of, chief executive officer,
manager, company secretary or chief financial officer.
DIVIDEND AND RESERVES
(1) Subject to the rights of persons, if any, entitled to shares with special
rights as to dividends, all dividends shall be declared and paid according to the
amounts paid or credited as paid on the shares in respect whereof the dividend
is paid, but if and so long as nothing is paid upon any of the shares in the
Company, dividends may be declared and paid according to the amounts of the
shares.
Division of profits
174. (2) No amount paid or credited as paid on a share in advance of calls shall
be treated for the purposes of this regulation as paid on the share.
(3) All dividends shall be apportioned and paid proportionately to the
amounts paid or credited as paid on the shares during any portion or portions
of the period in respect of which the dividend is paid; but if any share is issued
on terms providing that it shall rank for dividend as from a particular date such
share shall rank for dividend accordingly.
The Company in General Meeting may declare dividends, to be paid to members
according to their respective rights and interests in the profits and may fix the The company in General
time for payment and the Company shall comply with the provisions of Section Meeting may declare
175.
127 of the Act, but no dividends shall exceed the amount recommended by the Dividends
Board of Directors, but the Company may declare a smaller dividend in general
meeting.
The Board may, before recommending any dividend, set aside out of the profits
of the company such sums as it thinks fit as a reserve or reserves which shall, at
the discretion of the Board, be applicable for any purpose to which the profits
of the company may be properly applied, including provision for meeting
contingencies or for equalizing dividends; and pending such application, may, at
176. Transfer to reserves
the like discretion, either be employed in the business of the company or be
invested in such investments (other than shares of the company) as the Board
may, from time to time, thinks fit.
The Board may also carry forward any profits which it may consider necessary
not to divide, without setting them aside as a reserve.
Subject to the provisions of section 123, the Board may from time to time pay
Interim Dividend
177. to the members such interim dividends as appear to it to be justified by the
profits of the company.
The Directors may retain any dividends on which the Company has a lien and
Debts may be deducted
178. may apply the same in or towards the satisfaction of the debts, liabilities or
engagements in respect of which the lien exists.
No amount paid or credited as paid on a share in advance of calls shall be treated Capital paid up in advance
179.
for the purposes of this articles as paid on the share. not to earn dividend
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All dividends shall be apportioned and paid proportionately to the amounts paid
or credited as paid on the shares during any portion or portions of the period in Dividends in proportion to
180. respect of which the dividend is paid but if any share is issued on terms providing amount paid-up
that it shall rank for dividends as from a particular date such share shall rank for
dividend accordingly.
The Board of Directors may retain the dividend payable upon shares in respect Retention of dividends
of which any person under Articles has become entitled to be a member, or any until completion of
181.
person under that Article is entitled to transfer, until such person becomes a transfer under Articles
member, in respect of such shares or shall duly transfer the same.
No member shall be entitled to receive payment of any interest or dividend or No Member to receive
bonus in respect of his share or shares, whilst any money may be due or owing dividend whilst indebted
from him to the Company in respect of such share or shares (or otherwise to the company and the
182.
however, either alone or jointly with any other person or persons) and the Board Company’s right of
of Directors may deduct from the interest or dividend payable to any member reimbursement thereof
all such sums of money so due from him to the Company.
A transfer of shares does not pass the right to any dividend declared thereon
183. Effect of transfer of shares
before the registration of the transfer.
Any one of several persons who are registered as joint holders of any share may
Dividend to joint holders
184. give effectual receipts for all dividends or bonus and payments on account of
dividends in respect of such share.
Any dividend, interest or other monies payable in cash in respect of shares may
be paid by cheque or warrant sent through the post directed to the registered
address of the holder or, in the case of joint holders, to the registered address
of that one of the joint holders who is first named on the register of members, Dividends how remitted
185.
or to such person and to such address as the holder or joint holders may in
writing direct.
Every such cheque or warrant shall be made payable to the order of the person
to whom it is sent.
Notice of any dividend that may have been declared shall be given to the
186. Notice of dividend
persons entitled to share therein in the manner mentioned in the Act.
No unclaimed dividend shall be forfeited before the claim becomes barred by No interest on Dividends
187.
law and no unpaid dividend shall bear interest as against the Company.
The waiver in whole or in part of any dividend on any share by any document
shall be effective only if such document is signed by the Member (or the Person
188. entitled to the share in consequence of the death or bankruptcy of the holder) Waiver of dividends
and delivered to the Company and if or to the extent that the same is accepted
as such or acted upon by the Board.
Unclaimed Dividend shall be dealt with as provided under the Act or Rules made
189. Unclaimed Dividend
thereunder.
CAPITALIZATION
(1) The Company in General Meeting may, upon the recommendation of
the Board, resolve:
(a) that it is desirable to capitalize any part of the amount for the time
being standing to the credit of any of the Company’s reserve accounts, or to the
credit of the Profit and Loss account, or otherwise available for distribution; and
(b) that such sum be accordingly set free for distribution in the manner
specified in clause (2) amongst the members who would have been entitled
thereto, if distributed by way of dividend and in the same proportions.
(2) The sums aforesaid shall not be paid in cash but shall be applied subject Capitalization
190.
to the provisions contained in clause (3) either in or towards:
(i) paying up any amounts for the time being unpaid on any shares held
by such members respectively;
(ii) paying up in full, unissued shares of the Company to be allotted and
distributed, credited as fully paid up, to and amongst such members in the
proportions aforesaid; or
(iii) partly in the way specified in sub-clause (i) and partly in that specified
in sub-clause (ii).
(3) A Securities Premium Account and Capital Redemption Reserve
Page 448 of 465Sr. No Particulars
Account may, for the purposes of this regulation, only be applied in the paying
up of unissued shares to be issued to members of the Company and fully paid
bonus shares.
(4) The Board shall give effect to the resolution passed by the Company in
pursuance of this regulation.
(1) Whenever such a resolution as aforesaid shall have been passed, the
Board shall —
(a) make all appropriations and applications of the undivided profits
resolved to be capitalized thereby and all allotments and issues of fully paid
shares, if any, and
(b) Generally to do all acts and things required to give effect thereto.
(2) The Board shall have full power -
(a) to make such provision, by the issue of fractional certificates or by
payment in cash or otherwise as it thinks fit, in case of shares becoming
distributable in fractions; and also
(b) to authorise any person to enter, on behalf of all the members entitled
thereto, into an agreement with the Company providing for the allotment to Fractional Certificates
191.
them respectively, credited as fully paid up, of any further shares to which they
may be entitled upon such capitalization, or (as the case may require) for the
payment by the Company on their behalf, by the application thereto of their
respective proportions, of the profits resolved to be capitalized, of the amounts
or any part of the amounts remaining unpaid on their existing shares.
(3) Any agreement made under such authority shall be effective and
binding on all such members.
(4) That for the purpose of giving effect to any resolution, under the
preceding paragraph of this Article, the Directors may give such directions as
may be necessary and settle any questions or difficulties that may arise in regard
to any issue including distribution of new equity shares and fractional
certificates as they think fit.
(1) The books containing the minutes of the proceedings of any General
Meetings of the Company shall be open to inspection of members without
charge on such days and during such business hours as may consistently with
the provisions of Section 119 of the Act be determined by the Company in
Inspection of Minutes
General Meeting and the members will also be entitled to be furnished with
192. Books of General Meetings
copies thereof on payment of regulated charges.
(2) Any member of the Company shall be entitled to be furnished within seven
days after he has made a request in that behalf to the Company with a copy of
any minutes referred to in sub-clause (1) hereof on payment of Rs. 10 per page
or any part thereof.
The Board shall from time to time determine whether and to what extent and
at what times and places and under what conditions or regulations, the accounts
and books of the company, or any of them, shall be open to the inspection of
193. members not being directors. Inspection of Accounts
No member (not being a director) shall have any right of inspecting any account
or book or document of the company except as conferred by law or authorised
by the Board or by the company in general meeting.
STATUTORY REGISTERS
The Company shall keep and maintain at its registered office all statutory
registers including, register of charges, annual return, register of loans,
guarantees, security and acquisitions, register of investments not held in its own
name and register of contracts and arrangements for such duration as the Board
may, unless otherwise prescribed, decide, and in such manner and containing
194. Statutory Registers
such particulars as prescribed by the Act and the Rules. The registers and copies
of annual return shall be open for inspection at all working days during business
hours, at the registered office of the Company by the persons entitled thereto
on payment, where required, of such fees as may be fixed by the Board but not
exceeding the limits prescribed by the Rules.
FOREIGN REGISTER
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The Company may exercise the powers conferred on it by the provisions of the
Act with regard to the keeping of Foreign Register of its Members or Debenture Foreign Register
195.
holders, and the Board may, subject to the provisions of the Act, make and vary
such regulations as it may think fit in regard to the keeping of any such Registers.
DOCUMENTS AND SERVICE OF NOTICES
Any document or notice to be served or given by the Company be signed by a Signing of documents &
196. Director or such person duly authorised by the Board for such purpose and the notices to be served or
signature may be written or printed or lithographed. given
Save as otherwise expressly provided in the Act, a document or proceeding Authentication of
197. requiring authentication by the company may be signed by a Director, the documents and
Manager, or Secretary or other Authorised Officer of the Company. proceedings
WINDING UP
Subject to the provisions of Chapter XX of the Act and rules made there under—
(i) If the company shall be wound up, the liquidator may, with the sanction of a
special resolution of the company and any other sanction required by the Act,
divide amongst the members, in specie or kind, the whole or any part of the
assets of the company, whether they shall consist of property of the same kind
or not.
(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair
198. Winding up
upon any property to be divided as aforesaid and may determine how such
division shall be carried out as between the members or different classes of
members.
(iii) The liquidator may, with the like sanction, vest the whole or any part of such
assets in trustees upon such trusts for the benefit of the contributories if he
considers necessary, but so that no member shall be compelled to accept any
shares or other securities whereon there is any liability.
INDEMNITY
Subject to provisions of the Act, every Director, or Officer or Servant of the
Company or any person (whether an Officer of the Company or not) employed
by the Company as Auditor, shall be indemnified by the Company against and it
shall be the duty of the Directors to pay, out of the funds of the Company, all
costs, charges, losses and damages which any such person may incur or become
liable to, by reason of any contract entered into or act or thing done, concurred
in or omitted to be done by him in any way in or about the execution or Directors’ and others right
199. discharge of his duties or supposed duties (except such if any as he shall incur or to indemnity
sustain through or by his own wrongful act neglect or default) including
expenses, and in particular and so as not to limit the generality of the foregoing
provisions, against all liabilities incurred by him as such Director, Officer or
Auditor or other officer of the Company in defending any proceedings whether
civil or criminal in which judgment is given in his favour, or in which he is
acquitted or in connection with any application under Section 463 of the Act on
which relief is granted to him by the Court.
Subject to the provisions of the Act, no Director, Managing Director or other
officer of the Company shall be liable for the acts, receipts, neglects or defaults
of any other Directors or Officer, or for joining in any receipt or other act for
conformity, or for any loss or expense happening to the Company through
insufficiency or deficiency of title to any property acquired by order of the
Directors for or on behalf of the Company or for the insufficiency or deficiency
Not responsible for acts of
of any security in or upon which any of the moneys of the Company shall be
200. others
invested, or for any loss or damage arising from the bankruptcy, insolvency or
tortuous act of any person, company or corporation, with whom any moneys,
securities or effects shall be entrusted or deposited, or for any loss occasioned
by any error of judgment or oversight on his part, or for any other loss or damage
or misfortune whatever which shall happen in the execution of the duties of his
office or in relation thereto, unless the same happens through his own
dishonesty.
INSURANCE
201. The Company may take and maintain any insurance as the Board may think fit
Page 450 of 465Sr. No Particulars
on behalf of its present and/or former Directors and key managerial personnel
for indemnifying all or any of them against any liability for any acts in relation to
the Company for which they may be liable but have acted honestly and
reasonably.
GENERAL POWER
Wherever in the Act, it has been provided that the Company shall have any right,
privilege or authority or that the Company could carry out any transaction only
if the Company is so authorised by its articles, then and in that case this Article
202.
authorises and empowers the Company to have such rights, privileges or
authorities and to carry such transactions as have been permitted by the Act,
without there being any specific Article in that behalf herein provided.
SECRECY
Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Committee,
Officer, Servant, Agent, Accountant or other person employed in the business of
the company shall, if so required by the Directors, before entering upon his
duties, sign a declaration pleading himself to observe strict secrecy respecting
all transactions and affairs of the Company with the customers and the state of
203. the accounts with individuals and in matters relating thereto, and shall by such Secrecy
declaration pledge himself not to reveal any of the matter which may come to
his knowledge in the discharge of his duties except when required so to do by
the Directors or by any meeting or by a Court of Law and except so far as may
be necessary in order to comply with any of the provisions in these presents
contained.
No member or other person (other than a Director) shall be entitled to enter the
property of the Company or to inspect or examine the Company's premises or
properties or the books of accounts of the Company without the permission of
the Board of Directors of the Company for the time being or to require discovery
Access to property
204. of or any information in respect of any detail of the Company's trading or any
information etc.
matter which is or may be in the nature of trade secret, mystery of trade or
secret process or of any matter whatsoever which may relate to the conduct of
the business of the Company and which in the opinion of the Board it will be
inexpedient in the interest of the Company to disclose or to communicate.
Page 451 of 465SECTION X – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following documents and contracts which have been entered or are to be entered into
by our Company (not being contracts entered into in the ordinary course of business carried on by our
Company and includes contracts entered into until the date of this Red Herring Prospectus) which are, or
may be deemed material will be attached to the copy of the Red Herring Prospectus and filed with the
RoC (except for such contracts and documents executed after the filing of the Red Herring Prospectus).
Copies of the contracts and documents for inspection referred to hereunder, may be inspected at our
Registered Office, from 10.00 am to 5.00 pm on all Working Days and will also be available on the website
of our Company at www.rambhajo.com from the date of the Red Herring Prospectus until the Bid/Issue
Closing Date, except for such contracts and documents that will be entered into or executed subsequent
to the completion of the Bid/Issue Closing Date.
Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or
modified at any time if so, required in the interest of our Company or if required by the other parties,
without reference to the Shareholders, subject to compliance with the provisions contained in the
Companies Act and other applicable law.
MATERIAL CONTRACTS TO THE ISSUE
1. Issue Agreement dated September 23, 2025, entered between our Company and the BRLM.
2. Registrar Agreement dated September 23, 2025, entered between our Company and the Registrar
to the Issue.
3. Cash Escrow and Sponsor Bank Agreement dated May 15, 2026 entered into among our Company,
the BRLM, the Syndicate Members, the Escrow Collection Bank(s), the Public Issue Bank(s), the
Refund Bank(s), Sponsor Bank and the Registrar to the Issue.
4. Syndicate Agreement dated May 15, 2026 entered into among our Company, the BRLM, Syndicate
members and Registrar to the Issue.
5. Underwriting Agreement dated [●] entered into between our Company and the Underwriters.
6. Monitoring Agency Agreement dated May 04, 2026 entered into between our Company and
Monitoring Agency.
7. Tripartite Agreement among the NSDL, our Company and Registrar to the Issue dated July 25, 2025.
8. Tripartite Agreement among the CDSL, our Company and Registrar to the Issue dated July 10, 2025.
MATERIAL DOCUMENTS IN RELATION TO THE ISSUE
1. Certified copies of Memorandum of Association and Articles of Association of our Company as
amended from time to time.
2. Our certificate of incorporation dated October 29, 2019.
3. Fresh certificate of incorporation dated April 30, 2025, under the name of “Advit Jewels Limited”,
pursuant to conversion into public limited company.
4. Resolution passed by our Board in relation to the Issue and other related matters dated September
10, 2025.
5. Resolution passed by our Shareholders in relation to the Issue and other related matters dated
September 11, 2025.
Page 452 of 4656. Resolutions of the Board of Directors of the Company dated September 30, 2025 taking on record
and approving the Draft Red Herring Prospectus.
7. Resolutions of the Board of Directors of the Company dated June 09, 2026 taking on record and
approving the Red Herring Prospectus and Abridged Prospectus.
8. Resolutions of the Board of Directors of the Company dated [●] taking on record and approving the
Prospectus.
9. Employment agreement dated August 01, 2025 between our Company and Mr. Nitin Gilara,
Chairman and Managing Director of our Company.
10. Employment agreement dated August 01, 2025 between our Company and Mr. Prateek Gilara,
Whole-Time Director of our Company.
11. Employment agreement dated August 01, 2025 between our Company and Mr. Vipul Gilara, Whole-
Time Director of our Company.
12. Statutory and Peer Review Auditor’s certificate dated May 15, 2026 certifying the Key Performance
Indicators.
13. Copies of auditor’s reports of our Company in respect of our Audited Financial Statements for the
period ended on December 31, 2025 and for the Fiscal Years 2025, 2024 and 2023.
14. Examination report of our Statutory Auditor dated April 22, 2026 on the Restated Financial
Information for the period ended on December 31, 2025, and for the Fiscal Years ended on March
31, 2025, 2024 and 2023 included in this Red Herring Prospectus.
15. Statement of Special Tax Benefits available to our Company and its shareholders under direct and
indirect tax laws in India from our Statutory Auditor, dated May 05, 2026.
16. Consents of the Promoters, Directors, Company Secretary and Compliance Officer, Chief Financial
Officer, Senior Management, BRLM, Statutory Auditor, Peer Review Auditor, the Syndicate
Member(s), Registrar to the Issue, Banker(s) to the company, Banker(s) to the Issue, Sponsor Bank,
Refund Bank, Legal Advisor(s), Underwriter(s) to the Issue, Monitoring Agency as referred to act, in
their respective capacities.
17. Written consent dated September 11, 2025 from M/s Keyur Shah and Associates, Chartered
Accountants, to include their name as required under section 26 (1) of the Companies Act, 2013 read
with SEBI ICDR Regulations, in this Red Herring Prospectus, and as an “expert” as defined under
section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditor,
and in respect of their (i) examination report, dated April 22, 2026 on our Restated Financial
Information; and (ii) their report dated May 05, 2026 on the Statement of Special Tax Benefits in this
Red Herring Prospectus.
18. Consent dated August 31, 2025 from Pawan Sut Sharma, Chartered Engineer, to include their name
as required under the Companies Act, 2013 in this Red Herring Prospectus and as an “expert” as
defined under the Companies Act, 2013 in respect of his certificate dated December 31, 2025 on the
Company’s manufacturing capacity and its utilization at manufacturing facilities, and such consent
has not been withdrawn as on the date of this Red Herring Prospectus.
19. Consent dated April 04, 2025 from Lokesh Kumar Kasliwal, Govt approved valuer for Gem stones and
jewellery, to include their name as required under the Companies Act, 2013 in this Red Herring
Prospectus and as an “expert” as defined under the Companies Act, 2013 in respect of his certificate
Page 453 of 465dated January 08, 2026 on the stock valuation, and such consent has not been withdrawn as on the
date of this Red Herring Prospectus.
20. Consent letter from dated September 24, 2025, to rely on and reproduce part or whole of their
industry reports and include their name in this Red Herring Prospectus.
21. Report titled “Report on Gems & Jewellery Sector in India” dated May 14, 2026 issued by Dun and
Bradstreet Information Services India Private Limited (“D&B”) and is available at
https://rambhajo.com/investor-relations/#ipo.
22. The valuation report dated April 22, 2026, provided by CA Arvind Kaushik, a Registered Valuer,
holding registration number IBBI/RV/06/2019/10707 for the shares allotted by our Company under
private placement dated May 13, 2026.
23. Due diligence certificate dated September 30, 2025 to SEBI from the BRLM.
24. In-principal approvals dated December 30, 2025, and December 30, 2025, from BSE and NSE,
respectively.
25. SEBI observation letter bearing reference number HO/49/(8)2026-CFD-POD2/I/3574/2026 dated
January 29, 2026.
26. Certificates dated May 05, 2026, issued by M/s Keyur Shah and Associates, Statutory and Peer Review
Auditor of our Company with respect to loan from promoters, Cost of goods sold, CSR, Debtors
ageing, dividend declaration, quarter wise purchase and sales, RPT arm’s length basis, security
premium account balance, state wise purchase and sales, top 10 customers and suppliers, unsecured
loans, wages expenses and eligibility criteria.
27. Certificates dated May 08, 2026, issued by M/s Keyur Shah and Associates, Statutory and Peer Review
Auditor of our Company with respect revenue breakup on the basis of manufactured or traded
products and products sold, Secured or unsecured borrowings and working capital position.
28. Certificates dated May 09, 2026, issued by M/s Keyur Shah and Associates, Statutory and Peer Review
Auditor of our Company with respect to attrition rate, average cost of acquisition, contingent liability,
cost of raw material consumption, debt equity ratio, outstanding dues to creditors, weighted average
cost of acquisition, capital build-up of promoters, revenue breakup on the customized and design
wise.
29. Certificates dated May 12, 2026, issued by M/s Keyur Shah and Associates, Statutory and Peer Review
Auditor of our Company with respect to outstanding debts proposed to be repaid and personal
guarantee.
30. Certificates dated May 14, 2026, issued by M/s Keyur Shah and Associates, Statutory and Peer Review
Auditor of our Company with respect to product wise and category wise revenue breakup, EPF, ESI
contribution and payments, business attributable from Jaipur, RPT Purchase, default in repayment
of loan, bifurcation of loan to others and RPT other than borrowings.
31. Certificates dated May 15, 2026, issued by M/s Keyur Shah and Associates, Statutory and Peer Review
Auditor of our Company with respect to KPI’s, Plant and Machinery details, number of customers B2B
and B2C and number of repeat customers.
32. Certificate dated May 19, 2026, issued by M/s Keyur Shah and Associates, Statutory and Peer Review
Auditor of our Company with respect to Issue Expenses.
Page 454 of 46533. Certificate dated May 22, 2026, issued by M/s Keyur Shah and Associates, Statutory and Peer Review
Auditor of our Company with respect to secured and unsecured borrowings, outstanding debts
proposed to be repaid and details of suppliers in Jaipur.
Page 455 of 465DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or
guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations
issued by the Securities and Exchange Board of India, established under section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made
in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and
Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder,
as the case may be. We further certify that all the statements made in this Red Herring Prospectus are
true and correct.
SIGNED BY THE COMPANY SECRETARY AND COMPLIANCE OFFICER OF OUR COMPANY
SD/-
Pratibha Soni
Company Secretary and Compliance Officer
Place: Jaipur
Date: June 09, 2026
Page 456 of 465DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or
guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations
issued by the Securities and Exchange Board of India, established under section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made
in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and
Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder,
as the case may be. We further certify that all the statements made in this Red Herring Prospectus are
true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
SD/-
Deepesh Sharma
Chief Financial Officer
Place: Jaipur
Date: June 09, 2026
Page 457 of 465DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or
guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations
issued by the Securities and Exchange Board of India, established under section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made
in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and
Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder,
as the case may be. We further certify that all the statements made in this Red Herring Prospectus are
true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
SD/-
Nitin Gilara
Chairman and Managing Director
Place: Jaipur
Date: June 09, 2026
Page 458 of 465DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or
guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations
issued by the Securities and Exchange Board of India, established under section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made
in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and
Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder,
as the case may be. We further certify that all the statements made in this Red Herring Prospectus are
true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
SD/-
Prateek Gilara
Whole-Time Director
Place: Jaipur
Date: June 09, 2026
Page 459 of 465DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or
guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations
issued by the Securities and Exchange Board of India, established under section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made
in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and
Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder,
as the case may be. We further certify that all the statements made in this Red Herring Prospectus are
true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
SD/-
Vipul Gilara
Whole-Time Director
Place: Jaipur
Date: June 09, 2026
Page 460 of 465DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or
guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations
issued by the Securities and Exchange Board of India, established under section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made
in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and
Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder,
as the case may be. We further certify that all the statements made in this Red Herring Prospectus are
true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
SD/-
Krishna Vardhan Gilara
Non-Executive Director
Place: Jaipur
Date: June 09, 2026
Page 461 of 465DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or
guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations
issued by the Securities and Exchange Board of India, established under section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made
in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and
Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder,
as the case may be. We further certify that all the statements made in this Red Herring Prospectus are
true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
SD/-
Amit Bardia
Non - Executive Independent Director
Place: Jaipur
Date: June 09, 2026
Page 462 of 465DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or
guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations
issued by the Securities and Exchange Board of India, established under section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made
in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and
Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder,
as the case may be. We further certify that all the statements made in this Red Herring Prospectus are
true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
SD/-
Sidharth Bafna
Non - Executive Independent Director
Place: Jaipur
Date: June 09, 2026
Page 463 of 465DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or
guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations
issued by the Securities and Exchange Board of India, established under section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made
in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and
Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder,
as the case may be. We further certify that all the statements made in this Red Herring Prospectus are
true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
SD/-
Divyank Bader
Non - Executive Independent Director
Place: Jaipur
Date: June 09, 2026
Page 464 of 465DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or
guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations
issued by the Securities and Exchange Board of India, established under section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made
in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and
Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder,
as the case may be. We further certify that all the statements made in this Red Herring Prospectus are
true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
SD/-
Arzoo Mantri
Non - Executive Independent Director
Place: Jaipur
Date: June 09, 2026
Page 465 of 465