See Full Document Text
RED HERRING PROSPECTUS
Dated September 5, 2025
Please read Section 32 of the Companies Act, 2013
100% Book Built Offer
(Please scan this QR to view the RHP)
EURO PRATIK SALES LIMITED
CORPORATE IDENTITY NUMBER: U74110MH2010PLC199072
REGISTERED AND CORPORATE OFFICE CONTACT E-MAIL AND WEBSITE
PERSON TELEPHONE
601- 602, 6th floor, Peninsula Heights Shruti Kuldeep E- mail: www.europratik.com
C.D. Barfiwala Lane, Andheri (West) Shukla (Company cs@europratik.com
Mumbai City, Mumbai – 400 058 Secretary and
Maharashtra, India Compliance Officer) Tel: +91 22 2624 4574
OUR PROMOTERS: PRATIK GUNVANTRAJ SINGHVI, JAI GUNVANTRAJ SINGHVI, PRATIK
GUNWANTRAJ SINGHVI HUF AND JAI GUNWANTRAJ SINGHVI HUF
DETAILS OF THE OFFER TO THE PUBLIC
TYPE SIZE OF FRESH SIZE OF OFFER TOTAL ELIGIBILITY AND SHARE
ISSUE FOR SALE OFFER SIZE RESERVATION AMONG
QIBs, NIBs, RIBs AND
ELIGIBLE EMPLOYEES
Offer for Sale Not applicable Up to [●] equity Up to [●] The Offer is being made pursuant to
shares of face value equity shares Regulation 6(1) of the SEBI ICDR
of ₹1 each of face value of Regulations. For further details, see
aggregating up to ₹1 each “Other Regulatory and Statutory
₹4,513.15 million aggregating up Disclosures—Eligibility for the
to ₹4,513.15 Offer” on page 396. For details in
million relation to share reservation among
QIBs, NIBs, RIBs, and Eligible
Employees, see “Offer Structure”
on page 413.
DETAILS OF THE OFFERFOR SALE BY SELLING SHAREHOLDERS
NAME OF SELLING TYPE NUMBER OF SHARES OFFERED / WEIGHTED AVERAGE
SHAREHOLDER AMOUNT COST OF ACQUSITION
PER EQUITY SHARE
(₹)*
Pratik Gunvantraj Singhvi Promoter Selling Up to [●] equity shares of face value of ₹1 0.37
Shareholder each aggregating up to ₹282.54million
Jai Gunvantraj Singhvi Promoter Selling Up to [●] equity shares of face value of ₹1 0.38
Shareholder each aggregating up to ₹278.83million
Pratik Gunwantraj Singhvi Promoter Selling Up to [●] equity shares of face value of ₹1 0.06
HUF Shareholder each aggregating up to ₹1,566.62million
Jai Gunwantraj Singhvi HUF Promoter Selling Up to [●] equity shares of face value of ₹1 0.06
Shareholder each aggregating up to ₹1,566.62million
Dipty Pratik Singhvi Promoter Group Up to [●] equity shares of face value of ₹1 0.06
Selling each aggregating up to ₹409.27 million
Shareholder
Nisha Jai Singhvi Promoter Group Up to [●] equity shares of face value of ₹1 0.06
Selling each aggregating up to ₹409.27 million
Shareholder
*As certified by M/s. C N K & Associates LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s.
Monika Jain & Co., Chartered Accountants, firm registration number 130708W, Joint Statutory Auditors, pursuant to their
certificate dated September 5, 2025.For further details, see “The Offer” beginning on page 72.
RISK IN RELATION TO THE FIRST OFFER
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 ₹1. The Floor Price, Cap Price and Offer Price determined by our Company, in
consultation with the Book Running Lead Managers, 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 Offer Price” on page 107 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 and/or
sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer
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 Offer. For taking an investment decision, investors must rely on their own examination
of our Company and the Offer, including the risks involved. The equity shares of face value of ₹1 each in the Offer 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” on page
30.
ISSUER’S AND SELLING SHAREHOLDERS’ 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 Offer, which is material in the context of the Offer, 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. Further, each Selling Shareholder, severally and not jointly, accepts responsibility
for only such statements specifically confirmed or made by such Selling Shareholder in this Red Herring Prospectus to the extent
such statements pertain to such Selling Shareholder and/or its Offered Shares and confirms that such statements are true and
correct in all material respects and are not misleading in any material respect. The Selling Shareholders, severally and not jointly,
assume no responsibility for any other statements in this Red Herring Prospectus, including, inter alia, any of the statements
made by or relating to our Company, any other Selling Shareholder or any other person(s) in this Red Herring Prospectus.
LISTING
The equity shares of face value of ₹1 each to be offered through this 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”). For the purposes of the Offer, NSE is the Designated Stock Exchange. A signed copy of this Red Herring
Prospectus and the Prospectus shall be delivered to the RoC for filing in accordance with Section 26(4) and Section 32 of the
Companies Act. For details of the material contracts and documents available for inspection from the date of this Red Herring
Prospectus up to the Bid/Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 472.
BOOK RUNNING LEAD MANAGERS
NAME OF THE BOOK CONTACT PERSON E-MAIL AND TELEPHONE
RUNNING LEAD
MANAGER AND
LOGO
Mayuri Arya/Pavan Naik E-mail: europratik.ipo@axiscap.in
Tel: +91 22 4325 2183
Axis Capital Limited
Puneet Agnihotri/ Chandresh Sharma E-mail: europratik.ipo@damcapital.in
Tel: +91 22 4202 2500
DAM Capital Advisors
Limited
REGISTRAR TO THE OFFER
NAME OF THE CONTACT PERSON E-MAIL AND TELEPHONE
REGISTRAR
Shanti Gopalkrishnan E-mail: europratik.ipo@in.mpms.mufg.com
Tel: +91 81081 14949
MUFG Intime India
Private Limited
(Formerly Link Intime
India Private Limited)
BID / OFFER PERIOD
ANCHOR INVESTOR BID / OFFER PERIOD Monday, September 15, 2025(1)
BID / OFFER OPENS ON Tuesday, September 16, 2025
BID / OFFER CLOSES ON Thursday, September 18, 2025(2)
(1) Our Company, in consultation with the Book Running Lead Managers, may consider participation by Anchor Investors in accordance with the SEBI ICDR
Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date.
(2) UPI mandate end time and date shall be at 5.00 p.m. on the Bid/Offer Closing Date.RED HERRING PROSPECTUS
Dated September 5, 2025
Please read Section 32 of the Companies Act, 2013
100% Book Built Offer
(Please scan this QR to view the RHP)
EURO PRATIK SALES LIMITED
Our Company was originally incorporated on January 19, 2010 at Maharashtra, India as ‘Better Life Mission Multitrade Private Limited’, a private limited company under the Companies Act, 1956 and was granted a
certificate of incorporation by the Registrar of Companies, Maharashtra, at Mumbai on January 19, 2010. Subsequently, the name of our Company was changed to ‘Euro Pratik Sales Private Limited’ pursuant to a special
resolution adopted by our Shareholders in the EGM held on April 14, 2017, and a fresh certificate of incorporation consequent upon change of name was issued to our Company by the RoC on May 2, 2017. Our Company
was then converted into a public limited company under the Companies Act pursuant to a special resolution adopted by our Shareholders in the EGM held on August 22, 2024, consequent to which, the name of our
Company was changed to ‘Euro Pratik Sales Limited’ and a fresh certificate of incorporation, consequent upon change of name, was issued to our Company by the Registrar of Companies, Central Processing Centre on
October 11, 2024. For further details in relation to changes in the registered office of our Company, see “History and Certain Corporate Matters” beginning on page 217.
Registered and Corporate Office: 601-602, 6th Floor, Peninsula Heights C.D. Barfiwala Lane, Andheri (West), Mumbai City, Mumbai – 400 058, Maharashtra, India
Contact Person: Shruti Kuldeep Shukla, Company Secretary and Compliance Officer
Tel: +91 22 2624 4574; E-mail: cs@europratik.com; Website: www.europratik.com
Corporate Identity Number: U74110MH2010PLC199072
OUR PROMOTERS: PRATIK GUNVANTRAJ SINGHVI, JAI GUNVANTRAJ SINGHVI, PRATIK GUNWANTRAJ SINGHVI HUF AND JAI GUNWANTRAJ SINGHVI HUF
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1EACH (“EQUITY SHARES”) OF EURO PRATIK SALESLIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE
OF ₹[●] PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹[●] PER EQUITY SHARE) (THE “OFFER PRICE”) AGGREGATING UP TO ₹4,513.15 MILLION THROUGH AN OFFER FOR SALE (THE “OFFER”)
COMPRISING UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹282.54 MILLION BY PRATIK GUNVANTRAJ SINGHVI, UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH
AGGREGATING UP TO ₹278.83 MILLION BY JAI GUNVANTRAJ SINGHVI, UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹1,566.62 MILLION BY PRATIK GUNWANTRAJ SINGHVI
HUF, UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹1,566.62 MILLION BY JAI GUNWANTRAJ SINGHVI HUF (THE “PROMOTER SELLING SHAREHOLDERS”), UP TO [●]
EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹409.27 MILLION BY DIPTY PRATIK SINGHVI, UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹409.27
MILLION BY NISHA JAI SINGHVI (THE “PROMOTER GROUP SELLING SHAREHOLDERS”, COLLECTIVELY WITH THE PROMOTER SELLING SHAREHOLDERS, THE “SELLING SHAREHOLDERS”, AND EACH
INDIVIDUALLY, AS A “SELLING SHAREHOLDER” AND SUCH OFFER FOR SALE OF EQUITY SHARES BY THE SELLING SHAREHOLDERS, THE “OFFER FOR SALE”AND SUCH EQUITY SHARES, THE “OFFERED
SHARES”). THE OFFER INCLUDES A RESERVATION OF UP TO [●] EQUITY SHARES, AGGREGATING UP TO ₹[●] MILLION, FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES NOT EXCEEDING 5% OF OUR POST-
OFFER PAID-UP EQUITY SHARE CAPITAL (THE “EMPLOYEE RESERVATION PORTION”). OUR COMPANY IN CONSULTATION WITH THE BRLMS, MAY OFFER A DISCOUNT OF UP TO [●]% TO THE OFFER
PRICE (EQUIVALENT OF ₹[●] PER EQUITY SHARE) TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”). THE OFFER LESS THE EMPLOYEE
RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER SHALL CONSTITUTE [●]% AND [●]%, RESPECTIVELY, OF THE POST-OFFER PAID-UP
EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARE IS ₹1 EACH AND THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF EQUITY SHARES. THE PRICE BAND, EMPLOYEE DISCOUNT, IF ANY, AND THE MINIMUM
BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF THE ENGLISH AND HINDI NATIONAL DAILY NEWSPAPER, BUSINESS
STANDARD AND THE MUMBAI EDITION OF THE MARATHI DAILY NEWSPAPER, NAV SHAKTI (MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA, WHERE OUR REGISTERED AND
CORPORATE OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SUCH ADVERTISEMENT SHALL BE MADE AVAILABLE
TO BSE LIMITED (THE “BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (THE “NSE”, AND TOGETHER WITH THE BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON
THEIR RESPECTIVE WEBSITES.
In case of any revision in the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases of force majeure,
banking strike or similar unforeseen circumstances, our Company may, in consultation with the BRLMs, for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of one Working Day, subject to the Bid/ Offer Period not
exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will 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 BRLMs and at the terminals of the Syndicate Member and by intimation to the other Designated Intermediaries and the Sponsor Banks, as applicable.
The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended
(the “SEBI ICDR Regulations”) and in compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”,
and such portion, the “QIB Portion”), provided that our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, in accordance with the SEBI ICDR Regulations (the
“Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the 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 remaining QIB Portion (“Net QIB Portion”). Further, 5% of the Net QIB Portion (excluding the Anchor
Investor Portion) shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid
Bids being received at or above the Offer Price. However, if the aggregate demand from the Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation will be added to the remaining QIB Portion for
proportionate allocation to QIBs. Further, not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price,
out of which (a) one-third of such portion shall be reserved for Bidders with application size of more than ₹200,000 and up to ₹1,000,000; and (b) two-thirds of such portion shall be reserved for Bidders with application size of more than ₹1,000,000,
provided that the unsubscribed portion in either of such sub-categories may be allocated to Bidders in the other sub-category of Non-Institutional Bidders; and not less than 35% of the Net Offer 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 Offer Price. Further, equity shares of face value of ₹1 each will be allocated on a proportionate basis to Eligible Employees applying under
the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All Bidders (except Anchor Investors) are mandatorily required to utilize 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 Offer through the ASBA process. For further details, see “Offer Procedure”
beginning on page 418.
RISK IN RELATION TO THE FIRST OFFER
This being the first public issue of equity shares of face value of ₹1 each of our Company, there has been no formal market for the equity shares of face value of ₹1 each. The face value of the equity shares is ₹1. The Floor Price, Cap Price and Offer
Price determined by our Company, in consultation with the Book Running Lead Managers, on the basis of the assessment of market demand for the equity shares of face value of ₹1 each by way of the Book Building Process, as stated under “Basis
for Offer Price” on page 107 should not be considered to be indicative of the market price of the equity shares of face value of ₹1 each after the equity shares of face value of ₹1 each are listed. No assurance can be given regarding an active and/or
sustained trading in the equity shares of face value of ₹1eachnor regarding the price at which the equity shares of face value of ₹1eachwill be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer 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 Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The equity shares of face value of ₹1 each in
the Offer have not been recommended or approved by 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” on page 30.
ISSUER’S AND SELLING SHAREHOLDERS’ 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 Offer, which is material in the context of the Offer, 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. Further, each Selling Shareholder, severally and not jointly, accepts
responsibility for only such statements specifically confirmed or made by such Selling Shareholder in this Red Herring Prospectus to the extent such statements pertain to such Selling Shareholder and/or its Offered Shares and confirms that such
statements are true and correct in all material respects and are not misleading in any material respect. The Selling Shareholders, severally and not jointly, assume no responsibility for any other statements in this Red Herring Prospectus, including,
inter alia, any of the statements made by or relating to our Company, any other Selling Shareholder or any other person(s) in this Red Herring Prospectus.
LISTING
The equity shares of face value of ₹1 each to be offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges, being BSE and NSE. For the purposes of the Offer, NSE is the Designated Stock Exchange. A signed
copy of this Red Herring Prospectus and the Prospectus shall be filed with the 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
this Red Herring Prospectus up to the Bid/ Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 472.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
Axis Capital Limited DAM Capital Advisors Limited MUFG Intime India Private Limited (Formerly Link Intime India Private
Axis House, 1st Floor Altimus 2202, Level 22 Limited)
Pandurang Budhkar Marg Pandurang Budhkar Marg C-101, 1st Floor, Embassy 247
Worli, Mumbai – 400 025 Worli, Mumbai – 400 018 Lal Bahadur Shastri Marg, Vikhroli (West)
Maharashtra, India Maharashtra, India Mumbai – 400 083
E-mail: europratik.ipo@axiscap.in E-mail: europratik.ipo@damcapital.in Maharashtra, India
Tel: +91 22 4325 2183 Tel: +91 22 4202 2500 E-mail: europratik.ipo@in.mpms.mufg.com
Website: www.axiscapital.co.in Website: www.damcapital.in Tel: +91 810 811 4949
Investor grievance e-mail: complaints@axiscap.in Investor grievance e-mail: complaint@damcapital.in Website: www.in.mpms.mufg.com
Contact Person: Mayuri Arya/Pavan Naik Contact Person: Puneet Agnihotri/ Chandresh Sharma Investor grievance e-mail: europratik.ipo@in.mpms.mufg.com
SEBI Registration No.: INM000012029 SEBI Registration No.: MB/INM000011336 Contact person: Shanti Gopalkrishnan
SEBI registration no.: INR000004058
BID/OFFER PROGRAMME
A MN onC dH ayO , R Se I pN teV mE bS eT r 1O 5R , 2 B 0I 2D 5( 1/ ) OFFER PERIOD: B 20I 2D 5/OFFER OPENS ON: Tuesday, September 16, BID/OFFER CLOSES ON: Thursday, September 18, 2025(2)
(1) Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period will be one Working Day prior to the
Bid/Offer Opening Date.
(2) UPI mandate end time and date shall be at 5.00 p.m. on the Bid/Offer Closing Date.(This page is intentionally left blank)TABLE OF CONTENTS
SECTION I: GENERAL .................................................................................................................................................... 2
DEFINITIONS AND ABBREVIATIONS .................................................................................................................. 2
OFFER DOCUMENT SUMMARY .......................................................................................................................... 15
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ............ 24
FORWARD-LOOKING STATEMENTS ................................................................................................................. 28
SECTION II: RISK FACTORS ...................................................................................................................................... 30
SECTION III: INTRODUCTION ................................................................................................................................... 72
THE OFFER .............................................................................................................................................................. 72
SUMMARY OF RESTATED CONSOLIDATED FINANCIAL INFORMATION ................................................. 74
GENERAL INFORMATION .................................................................................................................................... 78
CAPITAL STRUCTURE .......................................................................................................................................... 86
OBJECTS OF THE OFFER..................................................................................................................................... 104
BASIS FOR OFFER PRICE .................................................................................................................................... 107
STATEMENT OF SPECIAL TAX BENEFITS ...................................................................................................... 115
SECTION IV: ABOUT OUR COMPANY ................................................................................................................... 120
INDUSTRY OVERVIEW ....................................................................................................................................... 120
OUR BUSINESS ..................................................................................................................................................... 178
KEY REGULATIONS AND POLICIES ................................................................................................................ 213
HISTORY AND CERTAIN CORPORATE MATTERS ........................................................................................ 217
OUR MANAGEMENT ........................................................................................................................................... 228
OUR PROMOTERS AND PROMOTER GROUP .................................................................................................. 246
DIVIDEND POLICY ............................................................................................................................................... 250
SECTION V: FINANCIAL INFORMATION ............................................................................................................. 251
RESTATED CONSOLIDATED FINANCIAL INFORMATION .......................................................................... 251
OTHER FINANCIAL INFORMATION ................................................................................................................. 343
CAPITALIZATION STATEMENT ........................................................................................................................ 344
FINANCIAL INDEBTEDNESS ............................................................................................................................. 345
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ......................................................................................................................................................... 346
SECTION VI: LEGAL AND OTHER INFORMATION ........................................................................................... 386
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .............................................................. 386
GOVERNMENT AND OTHER APPROVALS ...................................................................................................... 392
OUR GROUP COMPANIES ................................................................................................................................... 395
OTHER REGULATORY AND STATUTORY DISCLOSURES .......................................................................... 396
SECTION VII: OFFER RELATED INFORMATION ............................................................................................... 407
TERMS OF THE OFFER ........................................................................................................................................ 407
OFFER STRUCTURE ............................................................................................................................................. 413
OFFER PROCEDURE ............................................................................................................................................ 418
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ........................................................ 437
SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION .............................................................................................................................................................. 438
SECTION IX: OTHER INFORMATION .................................................................................................................... 472
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................................ 472
DECLARATION ..................................................................................................................................................... 475
1SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Red Herring Prospectus uses certain definitions and abbreviations which, unless otherwise specified or the
context otherwise indicates, requires or implies, shall have the meanings as provided below. References to any
legislation, act, regulation, rule, guideline, policy, circular, notification or clarification shall be deemed to include
all amendments, supplements, re-enactments and modifications thereto, from time to time, and any reference to a
statutory provision shall include any subordinate legislation made from time to time thereunder.
The words and expressions used but not defined in this Red Herring Prospectus, to the extent applicable, will
have the same meaning as assigned to such terms under the Companies Act, the SEBI Act, the SEBI ICDR
Regulations, the SCRA, the Depositories Act and the rules and regulations made thereunder.
Notwithstanding the foregoing, the terms used in “Objects of the Offer”, “Basis for Offer Price”, “Statement of
Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies”, “History and Certain Corporate
Matters”, “Financial Information”, “Financial Indebtedness”, “Outstanding Litigation and Material
Developments”, “Other Regulatory and Statutory Disclosures”, “Offer Procedure” and “Description of Equity
Shares and Terms of the Articles of Association” on pages 104, 107, 115, 120, 213, 217, 251, 345, 386, 396, 418
and 438, respectively, shall have the respective meanings ascribed to them in the relevant sections.
General Terms
Term Description
“Our Company” or “the Euro Pratik Sales Limited, a company incorporated under the Companies Act, 1956, whose registered
Company” or “the Issuer” and corporate office is situated at 601-602, 6th Floor, Peninsula Heights C.D. Barfiwala Lane, Andheri
(West), Mumbai City, Mumbai – 400 058, Maharashtra, India
“We” or “us” or “our” Unless the context otherwise requires or implies, refers to our Company on a consolidated basis
Company Related Terms
Term Description
“AoA” or “Articles” or The articles of association of our Company, as amended
“Articles of Association”
Audit Committee The audit committee of our Board of Directors, as described in “Our Management—Committees of our
Board—Audit Committee” beginning on page 235
“Board” or “Board of The board of directors of our Company. For details, see “Our Management—Board of Directors” on page
Directors” 228
Company Secretary and Our Company’s company secretary and compliance officer, Shruti Kuldeep Shukla
Compliance Officer
Corporate Social The corporate social responsibility committee of our Board
Responsibility Committee
Director(s) The director(s) on our Board, as described in “Our Management—Board of Directors” on page 228
Deed of Assignment I Deed of assignment dated October 3, 2024 entered into between Gloirio and Prakash Suresh Rita in
relation to transfer of rights, title and interest in the Gloirio Mark to our Subsidiary, Gloirio
Deed of Assignment II Deed of assignment dated October 30, 2024 entered into between our Company and Jai Gunvantraj
Singhvi in relation to transfer of rights, title and interest of 14 designs used in our products to our
Company
Euro Pratik Mark Brand name “Euro Pratik: An Opus of Products”, registered in the name of one of our Promoters, Pratik
Gunvantraj Singhvi
Equity Shares Equity shares of face value of ₹1 each of our Company
Executive Director(s) The executive director(s) on our Board, as described in “Our Management—Board of Directors” on page
228
Executive Director and Our Company’s executive director and chief financial officer, Jai Gunvantraj Singhvi. For further details,
Chief Financial Officer see “Our Management—Board of Directors” on page 228
HUF Promoters The HUF promoters of our Company, namely, Pratik Gunwantraj Singhvi HUF and Jai Gunwantraj
Singhvi HUF. For details, see “Our Promoters and Promoter Group” on page 246
Individual Promoters The individual promoters of our Company, namely, Pratik Gunvantraj Singhvi and Jai Gunvantraj
Singhvi. For details, see “Our Promoters and Promoter Group” on page 246
IPO Committee The IPO committee of our Board of Directors
“Joint Statutory Auditors” The statutory auditors of our Company, namely,M/s. C N K & Associates LLP, Chartered Accountants,
or “Statutory Auditors” firm registration number 101961W/W-100036and M/s. Monika Jain & Co., Chartered Accountants, firm
registration number 130708W.
2Term Description
“Key Managerial Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI ICDR
Personnel” or “KMP” Regulations, including key managerial personnel under Section 2(51) of the Companies Act and as
disclosed in “Our Management—Key Managerial Personnel of our Company” on page 243
Chairman and Managing Our Company’s managing director and chairman of the Board of Directors, Pratik Gunvantraj Singhvi
Director
Materiality Policy The materiality policy of our Company adopted pursuant to a resolution of our Board dated (i) August
21, 2025 for the identification of material outstanding civil proceedings involving our Company,
Subsidiaries, Promoters and Directors; and (ii) January 1, 2025 for the identification of (a) group
companies; and (b) material creditors, pursuant to the requirements of the SEBI ICDR Regulations and
for the purposes of disclosure in this Red Herring Prospectus
Material Subsidiary Gloirio Decor Private Limited
“MoA” or The memorandum of association of our Company, as amended
“Memorandum” or
“Memorandum of
Association”
Nomination and The nomination and remuneration committee of our Board, as described in “Our Management—
Remuneration Committee Committees of our Board—Nomination and Remuneration Committee” on page 237
Independent Directors(s) The non-executive independent director(s) on our Board, as described in “Our Management—Board of
Directors” on page 228
Practicing Company M/s. M Baldeva Associates, Company Secretaries, independent practicing company secretary appointed
Secretary by our Company
Promoters Our Company’s promoters, Pratik Gunvantraj Singhvi, Jai Gunvantraj Singhvi, Pratik Gunwantraj
Singhvi HUF and Jai Gunwantraj Singhvi HUF
Promoter Group Such entities which constitute the promoter group of our Company pursuant to Regulation 2(1)(pp) of
the SEBI ICDR Regulations. For further details, see “Our Promoters and Promoter Group” on page 246
Recent Acquisitions Acquisitions completed by us in Fiscal 2025, including:
(i) the acquisition of the business of Vougue Decor (a partnership firm which sold its products under
the “Gloirio” brand) by our subsidiary, Gloirio Decor Private Limited, on a going concern basis by
means of slump sale through a business transfer agreement dated June 18, 2024;
(ii) the acquisition of the business of Millenium Decor (a partnership firm) by our Company, on a
going concern basis by means of slump sale through a business transfer agreement dated May 28,
2024;
(iii) the acquisition of the business of Lamage Decor which was owned by Euro Pratik Laminate LLP
by our Company, on a going concern basis by means of slump sale through a business transfer
agreement dated May 2, 2024;
(iv) the acquisition of controlling interest in Europratik Intex LLP by our Company, with a 53.00%
capital contribution through a supplementary limited liability partnership agreement dated August
12, 2024; and
(v) the acquisition of controlling interest in Euro Pratik USA, LLC by Euro Patik C Corp Inc., pursuant
to a capital contribution of 50.10% with effect from April 1, 2024.
“Registered and Corporate The registered and corporate office of our Company, which is located at 601-602, 6th floor, Peninsula
Office” or “Registered Heights, C.D. Barfiwala Lane, Andheri (West), Mumbai City, Mumbai – 400 058, Maharashtra, India
Office”
“Registrar of Companies” The Registrar of Companies, Maharashtra at Mumbai
or “RoC”
Registered Proprietor The registered proprietor of Euro Pratik Mark, Pratik Gunvantraj Singhvi
Restated Consolidated Restated consolidated financial information of the Company, its subsidiaries and its associate comprising
Financial Information the restated consolidated statements of assets and liabilities of the Company, its subsidiaries and its
associate as at March 31, 2025 and March 31, 2024, and the restated standalone statements of assets and
liabilities of the Company as at March 31, 2023, the restated consolidated statements of profit and loss
(including other comprehensive income), the restated consolidated statements of cash flows and the
restated consolidated statement of changes in equity of the Company, its subsidiaries and its associate for
the financial years ended March 31, 2025 and March 31, 2024 and the restated standalone statements of
profit and loss (including other comprehensive income), the restated standalone statements of cash flows
and the restated standalone statement of changes in equity of the Company for financial year ended March
31, 2023, together with the summary of material accounting policies and explanatory information
thereon, derived from the audited special purpose consolidated financial statements of the Company, its
subsidiaries and its associate as at and for the financial years ended March 31, 2025 and March 31, 2024,
and the audited special purpose standalone financial statements of the Company as at and for the financial
year ended March 31, 2023, each prepared in accordance with Ind AS and each restated in accordance
with the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, the SEBI ICDR
Regulations, and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by ICAI
3Term Description
Risk Management The risk management committee of our Board as described in “Our Management—Committees of our
Committee Board—Risk Management Committee” on page 240
Senior Management Senior management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI ICDR Regulations,
as disclosed in “Our Management—Senior Management of our Company” on page 243
Shareholders The equity shareholders of our Company whose names are entered into (i) the register of members of our
Company; or (ii) the records of a depository as a beneficial owner of Equity Shares, from time to time
Step-Down Subsidiaries Our Company’s step-down Subsidiaries, namely Euro Pratik EU d.o.o., Croatia and Euro Pratik USA,
LLC. For further details, see “History and Certain Corporate Matters—Subsidiaries–Step-Down
Subsidiaries” on page 223
Subsidiaries Our Company’s subsidiaries, namely, Gloirio Decor Private Limited, Euro Pratik Trade FZCO, UAE,
Euro Pratik C Corp Inc., and our Company’s Step-Down Subsidiaries. For further details, see “History
and Certain Corporate Matters—Subsidiaries” on page 221
Stakeholders’ Relationship The stakeholders’ relationship committee of our Board as described in “Our Management – Committees
Committee of our Board—Stakeholders’ Relationship Committee” on page 240
Offer Related Terms
Term Description
Abridged A memorandum containing such salient features of a prospectus as may be specified by the SEBI in this regard
Prospectus
Acknowledgement The slip or document issued by the relevant Designated Intermediary to a Bidder as proof of registration of the
Slip Bid cum Application Form
“Allotment” or Allotment of the Equity Shares pursuant to the transfer of the Offered Shares pursuant to the Offer for Sale, in
“Allot” or each case to the successful Bidders
“Allotted”
Allotment Advice Note or advice or intimation of Allotment sent to each successful Bidder who has been or is to be Allotted the
Equity Shares after the Basis of Allotment has been approved by the Designated Stock Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion, in accordance with the SEBI ICDR
Regulations and this Red Herring Prospectus, who has Bid for an amount of at least ₹100 million
Anchor Investor The price at which allocation is done to the Anchor Investors in terms of this Red Herring Prospectus and the
Allocation Price Prospectus which will be equal to or higher than the Offer Price but not higher than the Cap Price. The Anchor
Investor Allocation Price shall be determined by our Company in consultation with the BRLMs
Anchor Investor The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and which shall be considered
Application Form as an application for the Allotment in accordance with the requirements specified under the SEBI ICDR
Regulations and this Red Herring Prospectus and the Prospectus
Anchor Investor One Working Day prior to the Bid/Offer Opening Date, on which Bids by Anchor Investors shall be submitted
Bid/Offer Period and allocation to Anchor Investors shall be completed
Anchor Investor The final price at which Equity Shares will be Allotted to Anchor Investors in terms of this Red Herring
Offer Price Prospectus and the Prospectus, which will be equal to or higher than the Offer Price, but not higher than the Cap
Price. The Anchor Investor Offer Price will be decided by our Company in consultation with the BRLMs
Anchor Investor With respect to the Anchor Investor(s), the Anchor Investor Bid/ Offer Period, and in the event the Anchor
Pay-In Date Investor Allocation Price is lower than the Anchor Investor Offer Price, no later than one Working Day after the
Bid/Offer Closing Date and no later than the time on such day specified in the revised CAN
Anchor Investor Up to 60% of the QIB Portion, which may be allocated by our Company, in consultation with the BRLMs, to
Portion Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the
Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from
domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR
Regulations
“Application An application, whether physical or electronic, used by ASBA Bidders to make a Bid and to authorize an SCSB
Supported by to block the Bid Amount in the relevant ASBA Account and will include applications made by UPI Bidders where
Blocked Amount” the Bid Amount will be blocked upon acceptance of the UPI Mandate Request by UPI Bidders
or “ASBA”
ASBA Account A 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 in the relevant ASBA Form and includes the account of
a UPI Bidder, which is blocked upon acceptance of a UPI Mandate Request made by the UPI Bidder using the
UPI Mechanism
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidder(s) Bidder(s), except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders which will be considered as the
application for Allotment in terms of this Red Herring Prospectus and the Prospectus
Axis Capital Axis Capital Limited
4Term Description
Bankers to the The Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Sponsor Banks, as the
Offer case may be
Basis of Allotment The basis on which Equity Shares shall be Allotted to successful Bidders under the Offer as described in “Offer
Procedure” beginning on page 418
Bid An indication to make an offer during the Bid/Offer Period by ASBA Bidders pursuant to submission of the
ASBA Form, or during the Anchor Investor Bid/Offer Period by the Anchor Investors pursuant to submission of
the Anchor Investor Application Form, to subscribe to or purchase the Equity Shares at a price within the Price
Band, including all revisions and modifications thereto, in accordance with the SEBI ICDR Regulations and this
Red Herring Prospectus and the relevant Bid cum application form. The term “Bidding” shall be construed
accordingly
Bid Amount In relation to each Bid, the highest value of the optional Bids indicated in the Bid cum Application Form and in
the case of Retail Individual Bidders and Eligible Employees Bidding under the Employee Reservation Portion,
Bidding at the Cut-off Price, the Cap Price multiplied by the number of Equity Shares Bid for by such Retail
Individual Bidder or Eligible Employees Bidding under the Employee Reservation Portion, and mentioned in the
Bid cum Application Form and payable by the Bidder or blocked in the ASBA Account of the ASBA Bidder, as
the case may be, upon submission of such Bid
In relation to Bids under the Employee Reservation Portion by Eligible Employees, such Bid Amount shall not
exceed ₹500,000 (net of Employee Discount, if any). However, the initial Allotment to an Eligible Employee in
the Employee Reservation Portion shall not exceed ₹200,000 (net of Employee Discount, if any). In the event of
under-subscription in the Employee Reservation Portion after the initial allotment, such unsubscribed portion
may be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion for
a value in excess of ₹200,000 (net of Employee Discount, if any), subject to the total Allotment to an Eligible
Employee not exceeding ₹500,000 (net of Employee Discount, if any)
Bid cum The Anchor Investor Application Form or the ASBA Form, as the case may be
Application Form
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Bid/Offer Closing Except in relation to any Bids received from the Anchor Investors, the date after which the Designated
Date Intermediaries shall not accept any Bids, which shall be notified in all editions of the English and Hindi national
daily newspaper Business Standard, and the Mumbai edition of the Marathi daily newspaper Navshakti (Marathi
being the regional language of Maharashtra, where our Registered and Corporate Office is located), each with
wide circulation. Our Company may, in consultation with the BRLMs, consider closing the Bid/Offer Period for
QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations. In
case of any revision, the extended Bid/Offer Closing Date shall be widely disseminated by notification to the
Stock Exchanges and shall also be notified on the websites of the BRLMs and at the terminals of the Syndicate
Member and communicated to the Designated Intermediaries and the Sponsor Bank, which shall also be notified
in an advertisement in the same newspapers in which the Bid/Offer Opening Date was published, as required
under the SEBI ICDR Regulations
Bid/Offer Opening Except in relation to any Bids received from Anchor Investors, the date on which the Designated Intermediaries
Date shall start accepting Bids, which shall be notified in all editions of the English and Hindi national daily newspaper
Business Standard, and the Mumbai edition of the Marathi daily newspaper Navshakti (Marathi being the regional
language of Maharashtra, where our Registered and Corporate Office is located), each with wide circulation
Bid/Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date and the Bid/Offer Closing
Date, inclusive of both days, during which prospective Bidders can submit their Bids, including any revisions
thereof, in accordance with the SEBI ICDR Regulations and in terms of this Red Herring Prospectus
Bidder Any prospective investor who makes a Bid pursuant to the terms of this Red Herring Prospectus and the Bid cum
Application Form and unless otherwise stated or implied, includes an Anchor Investor
Bidding Centres The centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e., Designated Branches for
SCSBs, Specified Locations for the Syndicate, Broker Centres for Registered Brokers, Designated RTA
Locations for RTAs and Designated CDP Locations for CDPs
Book Building The book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in terms of which the
Process Offer is being made
“Book Running The book running lead managers to the Offer, namely, Axis Capital and DAM Capital
Lead Managers”
or “BRLMs”
Broker Centres The broker centres notified by the Stock Exchanges where ASBA Bidders can submit the ASBA Forms to a
Registered Broker (in case of UPI Bidders, using the UPI Mechanism). 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), updated from time to time.
“CAN” or A notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been allocated the
“Confirmation of Equity Shares, on or after the Anchor Investor Bid/Offer Period
Allocation Note”
Cap Price The higher end of the Price Band, subject to any revision thereto, above which the Offer Price and the Anchor
Investor Offer Price will not be finalized and above which no Bids will be accepted, and which shall be at least
105% of the Floor Price
5Term Description
Cash Escrow and Agreement dated September 5, 2025 entered into among our Company, the Selling Shareholders, the BRLMs,
Sponsor Bank the Bankers to the Offer and Registrar to the Offer for, inter alia, collection of the Bid Amounts from Anchor
Agreement Investors, transfer of funds to the Public Offer Account and where applicable, refunds of the amounts collected
from Bidders, on the terms and conditions thereof
Client ID Client identification number maintained with one of the Depositories in relation to dematerialized account
“Collecting A depository participant as defined under the Depositories Act, registered with SEBI and who is eligible to
Depository procure Bids at the Designated CDP Locations in terms of the SEBI RTA Master Circular and UPI Circulars
Participant” or issued by the SEBI, as per the list available on the websites of the Stock Exchanges, as updated from time to time
“CDP”
Cut-off Price The Offer Price finalized by our Company, in consultation with the BRLMs, which may be any price within the
Price Band. Only Retail Individual Bidders bidding in the Retail Portion and the Eligible Employees Bidding in
the Employee Reservation Portion are entitled to Bid at the Cut-off Price. No other category of Bidders is entitled
to Bid at the Cut-off Price
DAM Capital DAM Capital Advisors Limited
Demographic The demographic details of the Bidders including the Bidder’s address, name of the Bidder’s father/husband,
Details investor status, occupation, PAN number, bank account details and UPI ID, wherever applicable
Designated Such branches of the SCSBs which will collect the ASBA Forms used by the ASBA Bidders and a list of which
Branches is available on the website of the SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
and updated from time to time, or any such other website as may be prescribed by the SEBI
Designated CDP Such locations of the CDPs where ASBA Bidders can submit the ASBA Forms. The details of such Designated
Locations CDP Locations, along with names and contact details of the CDPs eligible to accept ASBA Forms are available
on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), as updated from
time to time
Designated Date The date on which funds are transferred by the Escrow Collection Bank from the Escrow Accounts to the Public
Offer Account or the Refund Account, as the case may be, and/or the instructions are issued to the SCSBs (in
case of UPI Bidders, instruction issued through the Sponsor Bank) for the transfer of amounts blocked by the
SCSBs in the ASBA Accounts to the Public Offer Account or the Refund Account, as the case may be, in terms
of this Red Herring Prospectus and the Prospectus after finalization of the Basis of Allotment in consultation with
the Designated Stock Exchangefollowing which Equity Shares will be Allotted in the Offer
Designated In relation to ASBA Forms submitted by Retail Individual Bidders and the Eligible Employees Bidding in the
Intermediaries Employee Reservation Portion by authorizing an SCSB to block the Bid Amount in the ASBA Account,
Designated Intermediaries shall mean SCSBs
In relation to ASBA Forms submitted by Retail Individual Bidders where the Bid Amount will be blocked upon
acceptance of UPI Mandate Request by such Retail Individual Bidder, as the case may be, using the UPI
Mechanism, Designated Intermediaries shall mean Syndicate, sub-Syndicate/agents, Registered Brokers, CDPs,
SCSBs and RTAs
In relation to ASBA Forms submitted by QIBs (excluding Anchor Investors) and Non-Institutional Bidders (not
using the UPI Mechanism), Designated Intermediaries shall mean Syndicate, sub-Syndicate/agents, SCSBs,
Registered Brokers, the CDPs and RTAs
Designated RTA Such locations of the RTAs where Bidders can submit the ASBA Forms to the RTAs. The details of such
Locations Designated RTA Locations, along with names and contact details of the RTAs eligible to accept ASBA Forms
are available on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com),
updated from time to time
Designated Stock National Stock Exchange of India Limited
Exchange
“Draft Red The draft red herring prospectus dated January 20, 2025 filed with the SEBI and issued in accordance with the
Herring SEBI ICDR Regulations, which did not contain complete particulars of the price at which the Equity Shares will
Prospectus” or be Allotted and the size of the Offer
“DRHP”
Eligible Permanent employees, working in India or outside India, of our Company or our Subsidiaries or a Director of our
Employees Company, whether whole-time or not, as at the date of the filing of this Red Herring Prospectus with the RoC
and who continues to be a permanent employee of our Company until the submission of the ASBA Form, but not
including the (i) Promoters; (ii) persons belonging to the Promoter Group; or (iii) Directors who either themselves
or through their relatives or through any body corporate, directly or indirectly, hold more than 10% of the
outstanding equity shares of our Company.
The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed
₹500,000 (net of Employee Discount, if any). However, the initial Allotment to an Eligible Employee in the
Employee Reservation Portion shall not exceed ₹200,000 (net of Employee Discount, if any). In the event of an
under-subscription in the Employee Reservation Portion after the initial allotment, such unsubscribed portion
may be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion,
for a value in excess of ₹200,000 (net of Employee Discount, if any), subject to the total Allotment to an Eligible
Employee not exceeding ₹500,000 (net of Employee Discount, if any)
6Term Description
“Eligible FPIs” FPI(s) from jurisdictions outside India where it is not unlawful to make an offer or invitation under the Offer and
in relation to whom the Bid cum Application Form and this Red Herring Prospectus constitutes an invitation to
subscribe to or purchase the Equity Shares offered thereby
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or invitation under the Offer and
in relation to whom the Bid cum Application Form and this Red Herring Prospectus constitutes an invitation to
subscribe to or purchase the Equity Shares offered thereby
Employee Our Company, in consultation with the BRLMs, may offer a discount of up to [●]% of the Offer Price (equivalent
Discount to ₹[●] per Equity Share) to Eligible Employee(s) Bidding in the Employee Reservation Portion, which shall be
announced at least two Working Days prior to the Bid/Offer Opening Date
Employee The portion of the Offer, being up to [●] Equity Shares aggregating up to ₹[●] million, not exceeding 5% of the
Reservation post-Offer paid-up equity share capital of our Company, available for allocation to Eligible Employees, on a
Portion proportionate basis
Escrow Accounts Accounts opened with the Escrow Collection Bank and in whose favour the Anchor Investors will transfer money
through direct credit or NACH or NEFT or RTGS in respect of the Bid Amount when submitting a Bid
Escrow Collection The bank which is a clearing member and registered with the SEBI as a banker to an issue under the SEBI BTI
Bank Regulations and with whom the Escrow Accounts shall be opened, in this case being ICICI Bank Limited
First Bidder Bidder whose name appears first in the Bid cum Application Form or the Revision Form and in case of joint Bids,
whose name also appears as the first holder of the beneficiary account held in joint names
Floor Price The lower end of the Price Band, subject to any revision thereto, at or above which the Offer Price and the Anchor
Investor Offer Price will be finalized and below which no Bids will be accepted
“General The General Information Document for investing in public issues prepared and issued in accordance with the
Information SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI Circulars, as amended
Document” or from time to time. The General Information Document shall be available on the websites of the Stock Exchanges
“GID” and the BRLMs
Mutual Fund(s) Mutual fund(s) registered with the SEBI under the Securities and Exchange Board of India (Mutual Funds)
Regulations, 1996
Mutual Fund 5% of the Net QIB Portion, or [●] Equity Shares, which shall be available for allocation only to Mutual Funds on
Portion a proportionate basis, subject to valid Bids being received at or above the Offer Price
Net Offer The Offer less the Employee Reservation Portion
Net QIB Portion The QIB Portion less the number of Equity Shares allocated to the Anchor Investors
Non-Institutional All Bidders that are not QIBs or Retail Individual Bidders or Eligible Employees Bidding in the Employee
Bidders Reservation Portion and who have Bid for Equity Shares for an amount of more than ₹200,000 (but not including
NRIs other than Eligible NRIs)
Non-Institutional The portion of the Offer being not less than 15% of the Net Offer, or [●] Equity Shares, which shall be available
Portion for allocation to Non-Institutional Bidders in accordance with the SEBI ICDR Regulations, out of which (a) one-
third of such portion shall be reserved for Bidders with application size of more than ₹200,000 and up to
₹1,000,000; and (b) two-thirds of such portion shall be reserved for Bidders with application size of more than
₹1,000,000, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants
in the other sub-category of Non-Institutional Bidders, subject to valid Bids being received at or above the Offer
Price
Non-Resident Person resident outside India, as defined under FEMA
Offer The initial public offer of up to [●] Equity Shares for cash at a price of ₹[●] per Equity Share aggregating up to
₹4,513.15 million comprising the Offer for Sale
Offer Agreement The agreement dated January 20, 2025 entered into among our Company, the Selling Shareholders and the
BRLMs, pursuant to which certain arrangements are agreed to in relation to the Offer
Offer for Sale The offer for sale of up to [●] Equity Shares aggregating up to ₹4,513.15 million by the Selling Shareholders for
a cash price of ₹[●] per Equity Share, as set out below:
Name of the Selling Number of Equity Shares offered / amount
Shareholder
Pratik Gunvantraj Singhvi Up to [●] equity shares of face value of ₹1 each aggregating up to ₹282.54
million
Jai Gunvantraj Singhvi Up to [●] equity shares of face value of ₹1 each aggregating up to ₹278.83
million
Pratik Gunwantraj Singhvi Up to [●] equity shares of face value of ₹1 each aggregating up to ₹1,566.62
HUF million
Jai Gunwantraj Singhvi HUF Up to [●] equity shares of face value of ₹1 each aggregating up to ₹1,566.62
million
Dipty Pratik Singhvi Up to [●] equity shares of face value of ₹1 each aggregating up to ₹409.27
million
Nisha Jai Singhvi Up to [●] equity shares of face value of ₹1 each aggregating up to ₹409.27
million
7Term Description
Offer Price The final price (within the Price Band) at which Equity Shares will be Allotted to successful Bidders (except for
the Anchor Investors) in terms of this Red Herring Prospectus and the Prospectus. Equity Shares will be Allotted
to Anchor Investors at the Anchor Investor Offer Price which will be decided by our Company in consultation
with the BRLMs in terms of this Red Herring Prospectus and the Prospectus. The Offer Price will be decided by
our Company, in consultation with the BRLMs, on the Pricing Date in accordance with the Book Building Process
and this Red Herring Prospectus.
A discount of up to [●]% on the Offer Price (equivalent of ₹ [●] per Equity Share) may be offered to Eligible
Employees Bidding in the Employee Reservation Portion. The Employee Discount if any, will be decided by our
Company, in consultation with the Book Running Lead Managers. Such portion shall not exceed 5% of the post-
Offer Equity Share capital of our Company
Offer Proceeds The proceeds of the Offer of Sale which shall be available to the Selling Shareholdersin respective proportion to
the number of Equity Shares transferred by the Selling Shareholders pursuant to the Offer. For further information
about the use of Offer Proceeds, see “Objects of the Offer” beginning on page 104
Offered Shares Up to [●] equity shares of face value ₹1each aggregating up to ₹4,513.15 million being offered for sale by the
Selling Shareholders in the Offer for Sale
Price Band 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 for
the Offer will be decided by our Company in consultation with the BRLMs and shall be advertised in all editions
of the English and Hindi national daily newspaper Business Standard, and the Mumbai edition of the Marathi
daily newspaper Navshakti (Marathi being the regional language of Maharashtra, where our Registered and
Corporate Office is located), each with wide circulation, at least two Working Days prior to the Bid/Offer Opening
Date and shall be made available to the Stock Exchanges for the purpose of uploading on their respective websites
Pricing Date The date on which our Company, in consultation with the BRLMs, will finalize the Offer Price
Promoter Selling Pratik Gunvantraj Singhvi, Jai Gunvantraj Singhvi, Pratik Gunwantraj Singhvi HUF, and Jai Gunwantraj Singhvi
Shareholders HUF
Promoter Group Dipty Pratik Singhvi and Nisha Jai Singhvi
Selling
Shareholders
Prospectus The prospectus for the Offer to be filed with the RoC on or after the Pricing Date in accordance with Section 26
of the Companies Act and the SEBI ICDR Regulations, containing, inter alia, the Offer Price that is determined
at the end of the Book Building Process, the size of the Offer and certain other information, including any addenda
or corrigenda thereto
Public Offer ‘No-lien’ and ‘non-interest-bearing’ bank account to be opened in accordance with Section 40(3) of the
Account Companies Act, with the Public Offer Account Bank to receive money from the Escrow Accounts and the ASBA
Accounts maintained with the SCSBs on the Designated Date
Public Offer The bank which is a clearing member and registered with the SEBI as banker to an issue and with which the
Account Bank Public Offer Account shall be opened, being HDFC Bank Limited
QIB Portion The portion of the Offer being not more than 50% of the Net Offer, or not more than [●] Equity Shares, which
shall be available for allocation on a proportionate basis to QIBs, including the Anchor Investor Portion (in which
allocation shall be on a discretionary basis, as determined by our Company, in consultation with the BRLMs),
subject to valid Bids being received at or above the Offer Price or the Anchor Investor Offer Price, as applicable
“Qualified Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations
Institutional
Buyers”, “QIBs”
or “QIB Bidders”
“Red Herring This red herring prospectus dated September 5, 2025 for the Offer issued by our Company in accordance with
Prospectus” or Section 32 of the Companies Act and the SEBI ICDR Regulations, which does not have complete particulars of
“RHP” the Offer Price, including any addenda or corrigenda thereto. This red herring prospectus will be filed with the
RoC at least three Working Days before the Bid/Offer Opening Date and will become the Prospectus upon filing
with the RoC on or after the Pricing Date
Refund Account Account opened with the Refund Bank from which refunds, if any, of the whole or part of the Bid Amount to the
Bidders shall be made
Refund Bank The bank which is a clearing member registered with SEBI under the SEBI BTI Regulations, with whom the
Refund Account will be opened, in this case being ICICI Bank Limited
Registered The stock brokers registered with the stock exchanges having nationwide terminals, other than the Members of
Brokers the Syndicate and eligible to procure Bids in terms of the circular (No. CIR/CFD/14/2012) dated October 4, 2012
issued by the SEBI
Registrar The agreement dated December 28, 2024 read with the amendment to the registrar agreement dated August 22,
Agreement 2025 entered into among our Company, the Selling Shareholders and the Registrar to the Offer in relation to the
responsibilities and obligations of the Registrar to the Offer pertaining to the Offer
“Registrar and Registrar and share transfer agents registered with the SEBI and eligible to procure Bids at the Designated RTA
Share Transfer Locations as per the lists available on the website of the BSE and NSE, and the UPI Circulars
8Term Description
Agents” or
“RTAs”
“Registrar to the MUFG Intime India Private Limited (Formerly Link Intime India Private Limited)
Offer” or
“Registrar”
“Retail Individual Individual Bidders, other than Eligible Employees Bidding in the Employee Reservation Portion, who have Bid
Bidders” or for Equity Shares for an amount of not more than ₹200,000 in any of the bidding options in the Net Offer
“RIBs” (including HUFs applying through the karta and Eligible NRIs)
Retail Portion The portion of the Offer being not less than 35% of the Net Offer, or [●] Equity Shares, which 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 Offer Price
Revision Form The form used by the Bidders to modify the quantity of Equity Shares or the Bid Amount in their Bid cum
Application Forms or any previous Revision Forms. QIBs and Non-Institutional Bidders are not allowed to
withdraw or lower their Bids (in terms of the quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion can revise their Bids
during the Bid/Offer Period and withdraw their Bids until the Bid/Offer Closing Date
SCORES Securities and Exchange Board of India Complaint Redress System
“Self-Certified The banks registered with SEBI, which offer the facility of ASBA services, (i) in relation to ASBA, where the
Syndicate Banks” Bid Amount will be blocked by authorizing an SCSB, a list of which is available on the website of SEBI at
or “SCSBs” www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 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 Bidders using
the UPI Mechanism, a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such other website as
may be prescribed by SEBI and updated from time to time. Applications through UPI in the Offer can be made
only through the SCSBs mobile applications (apps) whose name appears on the SEBI website. A list of SCSBs
and mobile applications, which, are live for applying in public issues 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. The list is
available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from time to
time and at such other websites as may be prescribed by SEBI from time to time
Selling Collectively, the Promoter Selling Shareholders and the Promoter Group Selling Shareholders
Shareholders
Share Escrow Share escrow agent appointed pursuant to the Share Escrow Agreement, namely MUFG Intime India Private
Agent Limited (Formerly Link Intime India Private Limited)
Share Escrow Agreement dated August 22, 2025 entered among our Company, the Selling Shareholders and the Share Escrow
Agreement Agent in connection with the transfer of the Offered Shares by the Selling Shareholders and the credit of the
Equity Shares to the demat account of the Allottees
Specified Bidding Centres where the Syndicate will accept ASBA Forms from the Bidders
Locations
Sponsor Banks ICICI Bank Limited and HDFC Bank Limited, being Bankers to the Offer, appointed by our Company to act as
a conduit between the Stock Exchanges and NPCI in order to push the mandate collect requests and / or payment
instructions of the Retail Individual Bidders using the UPI and carry out other responsibilities, in terms of the
UPI Circulars
Sub-Syndicate The sub-syndicate members, if any, appointed by the BRLMs and the Syndicate Member, to collect ASBA Forms
Members and Revision Forms
“Syndicate” or Collectively, the BRLMs and the Syndicate Member
“Members of the
Syndicate”
Syndicate The agreement dated September 5, 2025 entered into among our Company, the Selling Shareholders, the BRLMs,
Agreement the Syndicate Member and the Registrar to the Offer in relation to the collection of Bid cum Application Forms
by the Syndicate
Syndicate Member The intermediary registered with the SEBI who is permitted to carry out activities as an underwriter, being
Sharekhan Limited
Systemically In the context of a Bidder, a non-banking financial company registered with the RBI and as defined under
Important NBFC Regulation 2(1)(iii) of the SEBI ICDR Regulations
Technopak Report Industry report titled “Report on Wall Panel Industry in India” dated August 22, 2025, issued by Technopak
which has been exclusively commissioned and paid for by us in connection with the Offer
Technopak Technopak Advisors Private Limited
Underwriters [●]
Underwriting The agreement dated [●] entered into among the Underwriters, the Selling Shareholders and our Company to be
Agreement entered into on or after the Pricing Date but prior to the filing of the Prospectus with the RoC
9Term Description
“Unified Payments An instant payment mechanism developed by the NPCI
Interface” or
“UPI”
UPI Bidders Collectively, individual investors applying as Retail Individual Bidders in the Retail Portion, Eligible Employees
applying in the Employee Reservation Portion and individuals applying as Non-Institutional Bidders with a Bid
Amount of up to ₹500,000 in the Non-Institutional Portion.
Pursuant to the SEBI ICDR Master Circular, all individual investors applying in public issues where the
application amount is up to ₹500,000 shall use the UPI Mechanism and shall provide their UPI ID in the Bid cum
Application Form submitted with: (i) a Syndicate Member, (ii) a stock broker registered with a recognized stock
exchange (whose name is mentioned on the website of the stock exchange as eligible for such activity), (iii) a
depository participant (whose name is mentioned on the website of the stock exchange as eligible for such
activity), and (iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the
stock exchange as eligible for such activity)
UPI Circulars SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 (to the extent such circular is not
rescinded by the SEBI RTA Master Circular, as applicable to RTA), the SEBI RTA Master Circular (to the extent
it pertains to UPI), the SEBI ICDR Master Circular, and any subsequent circulars or notifications issued by SEBI
in this regard, along with the circulars issued by the Stock Exchanges in this regard, including the circulars issued
by the NSE having reference no. 23/2022 dated July 22, 2022, and having reference no. 25/2022 dated August 3,
2022, and the circulars issued by BSE having reference no. 20220702-30 dated July 22, 2022, and having
reference no. 20220803-40 dated August 3, 2022 and any subsequent circulars or notifications issued by the Stock
Exchanges in this regard
UPI ID An ID created on the UPI for single-window mobile payment system developed by the NPCI
UPI Mandate A request (intimating the UPI Bidder by way of a notification on the UPI linked mobile application as disclosed
Request by SCSBs on the website of SEBI and by way of an SMS on directing the UPI Bidder to such UPI linked mobile
application) to the UPI Bidder initiated by the Sponsor Bank to authorize blocking of funds on the UPI application
equivalent to Bid Amount and subsequent debit of funds in case of Allotment
UPI Mechanism The bidding mechanism that may be used by an UPI Bidder in accordance with the UPI Circulars to make an
ASBA Bid in the Offer
UPI PIN Password to authenticate UPI transaction
U.S. Securities Act The United States Securities Act of 1933
“Wilful Defaulter A wilful defaulter or a fraudulent borrower, as defined under the SEBI ICDR Regulations
or Fraudulent
Borrower”
Working Day(s) All days on which commercial banks in Mumbai are open for business. In respect of announcement of Price Band
and Bid/Offer Period, Working Day shall mean all days, excluding Saturdays, Sundays and public holidays, on
which commercial banks in Mumbai are open for business. In respect of the time period between the Bid/ Offer
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 in India, as per circulars issued by SEBI,
including the UPI Circulars
Industry/Business Related Terms
Term Description
ASM Additional surveillance measures
CAGR Compounded annual growth rate
CNY Chinese Yuan Renminbi
CSR Corporate social responsibility
Decorative Laminates Decorative laminates range of products
Decorative Wall Panels Decorative wall panels range of products
GSM Graded surveillance measures
Metro and Mini metro Metro and mini metro cities include Delhi NCR, Mumbai, Bangalore, Pune, Hyderabad, Kolkata,
cities Ahmedabad and Chennai, according to the Technopak Report
Retail Touchpoints The physical points of interaction where end consumers engage with products and services. These include
retail stores, showrooms, dealer outlets, and other customer facing platforms that facilitate product
borrowing, selection and purchase, according to the Technopak Report
SKUs Stock-keeping units, which includes our products and sub-products
Tier-I Cities All state capitals excluding Metros and Mini metro cities, according to the Technopak Report
Tier-II Cities Cities with a census population >1 million and not Tier-I cities, according to the Technopak Report
Tier-III Cities Towns with a census population >0.2 million or towns with a census population between 0.1 million and
0.2 million and district headquarters and not Tier-I or Tier-II cities, according to the Technopak Report
Key Performance Indicators
10Key performance Description
indicators
GAAP Metrics
Revenue from operations Revenue generated from the sale of our products
Profit after tax Profits earned by us after deducting all our operational andnon-operational expenses and taxes
Non-GAAP Metrics
EBITDA EBITDA is defined as earnings before interest, taxes, depreciation and amortization.
EBITDA Margin EBITDA Margin is defined as our EBITDA during a given period as a percentage of revenue from
operations during that period.
Gross margin (%) or Gross Margin measures our gross profit compared to our revenues as a percentage and is calculated by
Gross Profit Margin subtracting our Cost of Goods Sold (“COGS”) from our Net Sales divided by our revenue from operations.
COGS refers to the direct costs such as cost of materials consumed, that we incur for producing our
finished goods. Net Sales refers to our total revenue from operations after deducting any returns,
allowances and discounts on our finished goods.
Return on Equity Return on Equity or RoE is calculated by dividing our profit for the year by the average total equity (sum
of opening and closing divided by two) during that year and is expressed as a percentage.
Return on Capital Return on Capital Employed or RoCE is calculated by dividing our EBIT (i.e., earnings before interest
Employed and taxes) during a given period by Capital Employed (i.e., sum of tangible net worth, total debt and
deferred tax liability), and is expressed as a percentage. Tangible net worth is calculated by reducing total
liabilities, intangible assets (including intangible assets under development) and deferred tax assets (net)
from the total assets).
Debt to Equity Ratio Debt to Equity Ratio is calculated by dividing our total borrowings (i.e., our total non-current borrowings
and current maturities of long term-borrowings) by our total equity (i.e., our total assets minus our total
liabilities).
Net Debt to EBITDA Net Debt to EBITDA Ratio is calculated by our net debt (i.e., our total non-current borrowings and current
Ratio maturities of long term-borrowings less cash and cash equivalents and other bank balances (current and
non-current)) divided by our operating EBITDA
Working Capital Days Working capital days is calculated as inventory days plus trade receivable days minus trade payable days.
Inventory days is calculated as average inventory divided by revenue from operations multiplied by 365
days. Trade receivable days is calculated as average trade receivables divided by revenue from operations
multiplied by 365 days. Trade payable days is calculated as average trade payables divided by purchases
of stock in trade multiplied by 365 days
Conventional and General Terms/Abbreviations
Term Description
AGM Annual General Meeting
“Alternative Investment Alternative investment funds as defined in, and registered under, the SEBI AIF Regulations
Funds” or “AIFs”
“AS” or “Accounting
Accounting Standards issued by the Institute of Chartered Accountants of India
Standards”
Banking Regulation Act The Banking Regulation Act, 1949
BSE BSE Limited
CAGR Compounded Annual Growth Rate
Category I FPIs FPIs registered as “Category I foreign portfolio investors” under the SEBI FPI Regulations
Category II FPIs FPIs registered as “Category II foreign portfolio investors” under the SEBI FPI Regulations
CEO Chief executive officer
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
“Companies Act” or The Companies Act, 2013, read with the rules, regulations, clarifications and modifications notified
“Companies Act, 2013” thereunder
Companies Act, 1956 The Companies Act, 1956, read with the rules, regulations, clarifications and modifications notified
thereunder
Competition Act The Competition Act, 2002
CSR Corporate social responsibility
CNY Chinese Yuan Renminbi
Depositories NSDL and CDSL
Depositories Act The Depositories Act, 1996
DIN Director Identification Number
“DP” or “Depository
A depository participant as defined under the Depositories Act
Participant”
DP ID Depository Participant’s identification number
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India (earlier known as the Department of Industrial Policy and Promotion)
11Term Description
EBITDA Earnings before interest, taxes, depreciation and amortisation
EGM Extraordinary General Meeting
EPS Earnings Per Share
“Euro” or “€” Euro, the legal currency of the European Union
FDI Foreign Direct Investment
FDI Policy Consolidated Foreign Direct Investment Policy notified by the DPIIT through notification dated October
15, 2020 effective from October 15, 2020
FEMA The Foreign Exchange Management Act, 1999, read with the rules and regulations thereunder
“FEMA Non-debt
Instruments Rules” or the The Foreign Exchange Management (Non-debt Instruments) Rules, 2019
“FEMA NDI Rules”
“Financial Year” or Unless stated otherwise, the period of 12 months ending March 31 of that particular year
“Fiscal” or “Fiscal Year”
or “FY”
FIR First information report
FPIs Foreign portfolio investors as defined in, and registered with, the SEBI under the SEBI FPI Regulations
FVCI Foreign venture capital investors as defined in, and registered with, the SEBI under the SEBI FVCI
Regulations
GAAR General anti-avoidance rules
GDP Gross domestic product
“Government” or
The government of India
“Government of India”
GST Goods and services tax
HUF Hindu undivided family
IBC Insolvency and Bankruptcy Code, 2016
ICAI The Institute of Chartered Accountants of India
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards of the International Accounting Standards Board
Income tax Act The Income Tax Act, 1961
Ind AS The Indian Accounting Standards referred to and notified in the Ind AS Rules
Ind AS Rules The Companies (Indian Accounting Standards) Rules, 2015
India Republic of India
Indian GAAP The Generally Accepted Accounting Principles in India
INR Indian rupees
Insurance Act The Insurance Act, 1938
IPC The Indian Penal Code, 1860
IPO Initial public offering
IRDAI Insurance Regulatory and Development Authority of India
IRDAI Investment Insurance Regulatory and Development Authority of India (Actuarial, Finance and Investment Functions
Regulations of Insurers) Regulations, 2024
IST Indian Standard Time
IT Information technology
IT Act The Information Technology Act, 2000
KYC Know Your Customer
KRW South Korean Won
MAT Minimum alternate tax
MCA Ministry of Corporate Affairs, Government of India
MCLR Marginal cost of funds based lending rate
Miga, South Korea Shinil Frame Co., Limited, South Korea
N.A. Not applicable
NACH National Automated Clearing House
NAV Net asset value
National Investment Fund National Investment Fund set up by the Government of India through resolution F. No. 2/3/2005-DD-II
dated November 23, 2005
NBFC Non-banking financial company
NBFC-ND-SI Systemically important non-deposit taking non-banking financial company
NEFT National Electronic Fund Transfer
12Term Description
NPCI National Payments Corporation of India
“NR” or “Non-resident” A person resident outside India, as defined under the FEMA, including Eligible NRIs, FPIs and FVCIs
registered with the SEBI
NRI An individual resident outside India, who is a citizen of India
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
“OCB” or “Overseas A company, partnership, society or other corporate body owned directly or indirectly to the extent of at
Corporate Body” least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is
irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and
immediately prior to such date had taken benefits under the general permission granted to OCBs under
the FEMA. OCBs are not permitted to invest in the Offer
ODI Overseas direct investment
p.a. Per annum
P&L Profit and loss
P/E Ratio Price/Earnings Ratio
PAN Permanent account number allotted under the IT Act
PAT Profit after tax
RBI The Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
RoNW Return on Net Worth
RTGS Real Time Gross Settlement
“Rupees” or “Rs.” or
Indian Rupees, the official currency of the Republic of India
“INR” or “₹”
SCRA The Securities Contracts (Regulation) Act, 1956
SCRR The Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012
SEBI FPI Regulations The Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
SEBI FVCI Regulations The Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000
SEBI ICDR Master
The SEBI master circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024
Circular
SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018
SEBI Investment Advisers
The Securities and Exchange Board of India (Investment Advisers) Regulations, 2013
Regulations
SEBI Listing Regulations The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
SEBI Merchant Bankers
The Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
Regulations
SEBI Mutual Fund
The Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
Regulations
SEBI Portfolio Manager
The Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020
Regulations
SEBI RTA Master The SEBI master circular bearing number SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June
Circular 23, 2025
SEBI SBEB Regulations The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021
SEBI Stock Broker
The Securities and Exchange Board of India (Stock Brokers) Regulations, 1992
Regulations
SEBI Takeover The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations Regulations, 2011
SEBI VCF Regulations The Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 as repealed by
the SEBI AIF Regulations
SICA The erstwhile Sick Industrial Companies (Special Provisions) Act, 1985
State Government The government of a State of India
Stock Exchanges The BSE and the NSE
STT Securities transaction tax
TAN Tax deduction and collection account number allotted under the Income tax Act
13Term Description
TDS Tax deducted at source
Trade Marks Act The Trade Marks Act, 1999
UAE United Arab Emirates
“U.S.” or “US” or “USA” United States of America, its territories and possessions, including any state of the United States of
or “United States” America, Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands and the District of Columbia
“USD” or “US$” or United States Dollars
“U.S.$” or “USD” or
“U.S. dollars”
U.S. GAAP Generally Accepted Accounting Principles in the United States of America
UTs Union territories
VAT Value added tax
VCFs Venture capital funds as defined in and registered with the SEBI under the SEBI VCF Regulations
WACA Weighted average cost of acquisition
“Year” or “Calendar Year” Unless the context otherwise requires, shall mean the twelve month period ending December 31
14OFFER DOCUMENT SUMMARY
The following is a general summary of certain disclosures and terms of the Offer included in this Red Herring
Prospectus and is neither exhaustive, nor purports to contain a summary of all the disclosures in this Red Herring
Prospectus or the Prospectus when filed, or all details relevant to prospective investors. This summary should be
read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in
this Red Herring Prospectus, including the sections “Risk Factors”, “The Offer”, “Capital Structure”, “Objects
of the Offer”, “Industry Overview”, “Our Business”, “Our Promoters and Promoter Group”, “Financial
Information”, “Management’s Discussion and Analysis of Financial Position and Results of Operations”,
“Outstanding Litigation and Material Developments”, “Offer Structure”, “Offer Procedure” and “Description
of Equity Shares and Terms of the Articles of Association” on pages 30, 72, 86, 104, 120, 178, 246, 251, 346, 386,
413, 418 and 438, respectively.
Summary of the primary business of the Company
We operate in the decorative wall panel and decorative laminates industry as a seller and marketer of Decorative
Wall Panels and Decorative Laminates. According to the Technopak Report, we are one of India’s leading
Decorative Wall Panel brands and have established ourselves as one of the largest organized Wall Panel brands
in India with a market share of 15.87% by revenue in the organized Decorative Wall Panels industry and our total
revenue from the Decorative Wall Panels during Fiscal 2023 was ₹1,742.89 million (Source: Technopak Report).
For further details see, “Industry Overview—Overview of Wall Decorative Industry—Interior Decorative Wall
Panels—Indian Decorative Wall Panel Market Size by Value” on page 151. For further details on the business of
our Company, see “Our Business” on page 178.
Summary of the Industry
The Decorative Wall Panels and Decorative Laminates industries are valued at ₹28,411.71 million and
₹102,051.04 million in Fiscal 2025, respectively, and are expected to expand further, driven by factors such as an
increase in the disposable income of individuals and families, urbanisation, preference for premium and durable
products. (Source: Technopak Report). For further details regarding the industries we operate in, see “Industry
Overview” on page 120and for details in relation to the projected growth trends for the Decorative Wall Panels
and Decorative Laminates industries, see “Industry Overview—Analysis of PVC, PS Wall Panel and Decorative
Laminates Market in India” on page 155.
Name of Promoters
Pratik Gunvantraj Singhvi, Jai Gunvantraj Singhvi, Pratik Gunwantraj Singhvi HUF and Jai Gunwantraj Singhvi
HUF. For details, see “Our Promoters and Promoter Group” on page 246.
Offer Size
The Offer comprises an Offer for Sale of up to [●] equity shares of face value of ₹1 each aggregating up to
₹4,513.15 million by the Selling Shareholders, the details of whom are set forth below.
S. Name of the Type Number of Equity Shares offered / Amount Date of Consent
No. Selling
Shareholder*
1. Pratik Gunvantraj Promoter Selling Up to [●] equity shares of face value of ₹1 each August 22, 2025
Singhvi Shareholder aggregating up to ₹282.54million
2. Jai Gunvantraj Promoter Selling Up to [●] equity shares of face value of ₹1 each August 22, 2025
Singhvi Shareholder aggregating up to ₹278.83million
3. Pratik Gunwantraj Promoter Selling Up to [●] equity shares of face value of ₹1 each August 22, 2025
Singhvi HUF Shareholder aggregating up to ₹1,566.62million
4. Jai Gunwantraj Promoter Selling Up to [●] equity shares of face value of ₹1 each August 22, 2025
Singhvi HUF Shareholder aggregating up to ₹1,566.62million
5. Dipty Pratik Promoter Group Up to [●] equity shares of face value of ₹1 each August 22, 2025
Singhvi Selling aggregating up to ₹409.27 million
Shareholder
6. Nisha Jai Singhvi Promoter Group Up to [●] equity shares of face value of ₹1 each August 22, 2025
Selling aggregating up to ₹409.27 million
Shareholder
_________
* Each of the Selling Shareholders, severally and not jointly, has specifically confirmed that its respective portion of the Offered Shares has
been held by it for a period of at least one year prior to the filing of the Draft Red Herring Prospectus and this Red Herring Prospectus with
SEBI in accordance with Regulation 8 of the SEBI ICDR Regulations or are otherwise eligible for being offered for sale in the Offer in
accordance with the provisions of the SEBI ICDR Regulations. Each of the Selling Shareholders has, severally and not jointly authorised its
respective participation in the Offer for Sale pursuant to its respective consent letters. For details on the authorizations and consents of each
of the Selling Shareholders in relation to its respective portion of Offered Shares, see “The Offer” and “Other Regulatory and Statutory
15Disclosures—Authority for the Offer” on pages 72 and 396, respectively.
The Offer shall constitute [●]% of the post-Offer paid-up Equity Share capital of our Company. The Offer includes
a reservation of up to [●] Equity Shares, aggregating up to ₹[●] million, for subscription by Eligible Employees
under the Employee Reservation Portion. For further details, see “The Offer” and “Offer Structure” beginning on
pages 72 and 413, respectively.
Objects of the Offer
Our Company will not receive any proceeds from the Offer. The Selling Shareholders will be entitled to the entire
proceeds of the Offer after deducting its portion of the Offer expenses and relevant taxes thereon. The objects of
the Offer are (i) to carry out the Offer for Sale of up to [●] equity shares of face value of ₹1 each by the Selling
Shareholders aggregating up to ₹4,513.15 million; and (ii) achieve the benefits of listing the Equity Shares on the
Stock Exchanges. For further details, see “Objects of the Offer” beginning on page 104.
Aggregate pre-Offer shareholding of Promoters, Promoter Group and Selling Shareholders as a percentage
of our paid-up Equity Share capital
The aggregate pre-Offer of our Promoters and members of the Promoter Group as a percentage of the pre-Offer
paid-up share capital of the Company is set out below.
(a) Promoters
Name of Promoters Pre-Offer
No. of Equity Shares held Percentage of the Equity
Share capital
(%)
Pratik Gunvantraj Singhvi* 5,283,500 5.17
Jai Gunvantraj Singhvi* 5,216,000 5.10
Pratik Gunwantraj Singhvi HUF* 29,326,500 28.70
Jai Gunwantraj Singhvi HUF* 29,326,500 28.70
Total 69,152,500 67.67
_________
* Also the Promoter Selling Shareholders
(b) Promoter Group
Name of the member of the Promoter Group Pre-Offer
No. of Equity Shares held Percentage of the Equity
Share capital
(%)
Dipty Pratik Singhvi* 7,659,000 7.49
Nisha JaiSinghvi* 7,659,000 7.49
Gunwantraj Manekchand Singhvi 44,200 0.04
Gunwantaraj Manekchand Singhvi HUF 22,500 0.02
Nidhi Seemant Sacheti 2,850,000 2.79
Niraj Intex LLP 989,560 0.97
Mirage Intex LLP 1,533,100 1.50
Total 20,757,360 20.31
_________
* Also the Promoter Group Selling Shareholders
For further details, see “Capital Structure” beginning on page 86.
Aggregate pre-Offer and post-Offer shareholding of Promoters, Promoter Group, and additional top 10
Shareholders as at Allotment(1)
The aggregate pre-Offer and post-Offer shareholder of our Promoters, members of the Promoter Group (other
than Promoters) and additional top 10 Shareholders as at Allotment is set out below:
S. Pre-Offer shareholding as at the date of this Red Post-Offer shareholding as at Allotment(2)
No. Herring Prospectus
At the lower end of the At the upper end of the
Price Band (₹[●]) Price Band (₹[●])
Shareholders Number Shareholdin Number of Shareholdin Number of Shareholdin
of Equity g (in %) Equity g (in %)(1) Equity g (in %)(1)
Shares Shares(1) Shares(1)
Promoters
16S. Pre-Offer shareholding as at the date of this Red Post-Offer shareholding as at Allotment(2)
No. Herring Prospectus
At the lower end of the At the upper end of the
Price Band (₹[●]) Price Band (₹[●])
Shareholders Number Shareholdin Number of Shareholdin Number of Shareholdin
of Equity g (in %) Equity g (in %)(1) Equity g (in %)(1)
Shares Shares(1) Shares(1)
1. Jai Gunvantraj Singhvi^ 5,216,000 5.10 [●] [●] [●] [●]
2. Pratik Gunvantraj 5,283,500 5.17 [●] [●] [●] [●]
Singhvi^
3. Pratik Gunwantraj 29,326,50 28.70 [●] [●] [●] [●]
Singhvi HUF^ 0
4. Jai Gunwantraj Singhvi 29,326,50 28.70 [●] [●] [●] [●]
HUF^ 0
Promoter Group
1. Gunwantaraj 22,500 0.02 [●] [●] [●] [●]
Manekchand Singhvi
HUF
2. Gunwantraj Manekchand 44,200 0.04 [●] [●] [●] [●]
Singhvi
3. Niraj Intex LLP 989,560 0.97 [●] [●] [●] [●]
4. Mirage Intex LLP 1,533,100 1.50 [●] [●] [●] [●]
5. Nidhi Seemant Sacheti 2,850,000 2.79 [●] [●] [●] [●]
6. Dipty Pratik Singhvi* 7,659,000 7.49 [●] [●] [●] [●]
7. Nisha Jai Singhvi* 7,659,000 7.49 [●] [●] [●] [●]
Top 10 Shareholders (other than Promoters and Promoter Group)
1. Alpesh Vinaychandra 100,100 0.09 [●] [●] [●] [●]
Sangoi
2. Abhinav Sacheti 337,360 0.33 [●] [●] [●] [●]
3. Manish Gala 1,020,100 1.00 [●] [●] [●] [●]
4. Seemant Hemkumar 1,900,000 1.86 [●] [●] [●] [●]
Sacheti
5. Kulmeet Sarup Saggu 1,962,340 1.92 [●] [●] [●] [●]
6. Prakash Suresh Rita 3,628,200 3.55 [●] [●] [●] [●]
7. Manoj Pravinchandra 3,342,040 3.27 [●] [●] [●] [●]
Gala
_________
(1) To be computed prior to filing of the Prospectus with the RoC.
(2) Includes all transfers of Equity Shares by existing shareholders after the date of pre-Offer and Price Band advertisement until the date of
the Prospectus.
(3)Based on the Offer Price of ₹[●] and subject to finalization of the Basis of Allotment.
^ Also the Promoter Selling Shareholder
* Also the Promoter Group Selling Shareholder
Summary of Restated Consolidated Financial Information
Set forth below are details of certain financial information derived from the Restated Consolidated Financial
Information, as at the dates, and for the periods, indicated below.
Particulars As at and for the Financial Year ended March 31,
2025 2024 2023
(₹ million, except per share data)
Equity share capital 102.20 19.83 5.06
Net worth(1) 2,344.91 1,557.33 1,300.18
Total revenue from operations 2,842.27 2,216.98 2,635.84
Restated Profit for the year/period 764.40 629.07 595.65
Earnings per equity share of ₹1 each – Basic (₹/ 7.53 6.19 5.85
share)(2)
Earnings per equity share of ₹1 each – Diluted (₹/ 7.53 6.19 5.85
share)(3)
Net asset value per Equity Share(4) 22.94 785.34 2,158.58
Total Borrowings(5) 26.82 - 30.00
_________
(1) Net worth of the Company means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities
premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses,
17miscellaneous expenditure not written off, as per restated balance sheet, but does not include reserves created out of revaluation of
assets, capital reserves on account of amalgamation, write-back of depreciation as at period/year end, as per Restated Consolidated
Financial Information.
(2) Earnings per equity share is calculated by dividing profit for the year/period by weighted average number of ordinary shares post
adjustment of bonus shares (numbers)
(3) Diluted earnings per equity share is calculated by dividing profit for the year/period by weighted average number of ordinary shares
post adjustment of bonus shares (numbers)
(4) Net asset value per Equity Share is calculated as Net Worth as at the end of relevant year/period divided by the aggregate of total
number of equity shares outstanding at the end of such year/period post adjustment of bonus shares.
(5) Total Borrowings represents the aggregate of subordinated liabilities and borrowings as at the last day of the relevant year/period.
For further details, see “Restated Consolidated Financial Information” and “Other Financial Information” on
pages 251 and 343, respectively. In addition, for a discussion on percentage increase, decrease or changes in our
equity share capital, net worth, total revenue from operations, restated profit for the year/period, earnings per
equity share (basic and diluted), net asset value per Equity Share and total borrowings, see “Other Financial
Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Non-GAAP Financial Measures” on pages 343 and 348, respectively.
Auditor qualifications which have not been given effect to in the Restated Consolidated Financial
Information
There are no audit qualifications in the reports with respect to our audited financial statements as at and for the
financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 that have not been given effect to in
the Restated Consolidated Financial Information.
Summary table of outstanding litigation
A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Directors, KMPs and
Senior Management and our Promoters, as at the date of this Red Herring Prospectus, as also disclosed in
“Outstanding Litigation and Material Developments” beginning on page 386, in terms of the SEBI ICDR
Regulations and the Materiality Policy, is set forth below.
Particulars Number of Number of Number of Number of Number of Aggregate
Criminal Tax Statutory Disciplinary Outstanding amount
Proceedings Proceedings or Actions by the Material involved(1)
Regulatory SEBI or the stock Civil
(₹ million)
Proceedings exchanges Proceedings
against our
Promoters in the
last five Financial
Years
Company
Against our Nil Nil Nil N.A. Nil Nil
Company
By our Company 1 N.A. N.A. N.A. 2 101.21
Subsidiaries
Against our Nil Nil Nil N.A. Nil Nil
Subsidiaries
By our Subsidiaries Nil N.A. N.A. N.A. Nil Nil
Directors(2)
Against our Nil 2 Nil N.A. Nil 2.47
Directors
By our Directors Nil N.A. N.A. N.A. Nil Nil
Promoters
Against our Nil 2 Nil 1 Nil 0.47
Promoters
By our Promoters Nil N.A. N.A. N.A. 2 100.60
Key Managerial Personnel(3)
Against our KMP Nil N.A. Nil N.A. N.A. Nil
By our KMP Nil N.A. N.A. N.A. N.A. Nil
Senior Management
Against our Senior 1 N.A. Nil N.A. N.A. Nil
Management
By our Senior Nil N.A. N.A. N.A. N.A. Nil
Management
_________
(1) To the extent ascertainable.
(2) Excluding Directors who are also our Promoters.
(3) Excluding KMPs who are also Promoters and Directors.
18Further, our Company has also been involved in a criminal proceeding where though our Company is not a party
to the FIR, it had received a notice from West Region Cyber Police Station, Crime Branch, Criminal Investigation
Department, Mumbai to provide certain documents in relation to its dealing with an organisation. Our Company
filed a reply to the notice on October 6, 2024. For further details, see “Outstanding Litigation and Material
Developments—Criminal proceedings involving our Company—Other matters” on page 387.
For further details, see “Outstanding Litigation and Material Developments”beginning on page 386.
Risk Factors
For details in relation to the risk factors applicable to us, see “Risk Factors” on page 30.
Summary table of contingent liabilities and commitments
Set forth below is a summary of our contingent liabilities and commitments as at March 31, 2025, derived from
our Restated Consolidated Financial Information.
We have a commitment to acquire a 50.10% stake in Euro Pratik EU d.o.o., Croatia. In addition, we have an
estimated amount of contracts of ₹105.11 million remaining to be executed on capital account and not provided
for (net of advances). Further, we have ₹35.25 million uncalled amount on some of our investments during Fiscal
2025.
For further details regarding our contingent liabilities and commitments, see Note 44 to the Restated Consolidated
Financial Information included in “Restated Consolidated Financial Information” on page 251. Also see “Risk
Factors—38—We have certain capital commitments which, if materialised, could adversely affect our financial
condition” on page 58.
Summary of related party transactions
Set forth below are the details of our aggregate related party transactions (excluding related party transactions
eliminated during the year), for the periods indicated.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount %* Amount %* Amount %*
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Aggregate of Related party transactions 2,910.44 102.40 864.82 39.01 1,091.96 41.43
_________
* Percentage of total revenue from operations.
Set forth below are details of related party transactions entered into by our Company during Fiscals 2025, 2024
and 2023, as per Ind AS 24 – Related Party Disclosures read with SEBI ICDR Regulations.
Fiscals
Nature of Transactions Name of the Related Party 2025 2024 2023
(₹ million)
Purchase consideration paid Pratik Gunvantraj Singhvi 7.65 - -
on Business Acquisition - Jai Gunvantraj Singhvi 1.96 - -
Euro Pratik Laminate LLP Nidhi Seemant Sacheti 1.97 - -
Purchase consideration paid 16.39
on Business Acquisition - Pratik Gunvantraj Singhvi - -
Millenium Decor
Purchase consideration paid Prakash Suresh Rita 298.72 - -
on Business Acquisition - 53.44
Jai Gunvantraj Singhvi - -
Vougue Decor
Pratik Gunvantraj Singhvi 6.00 8.50 15.90
Jai Gunvantraj Singhvi 6.00 8.50 13.20
Directors’ Remuneration Nidhi Seemant Sacheti 0.30 - -
Abhinav Sacheti 1.00 - -
Prakash Suresh Rita 1.80 - -
Abhinav Sacheti 2.29 - -
Performance Incentive Seemant Hemkumar Sacheti 1.39 - -
Prakash Suresh Rita 6.78 - -
Nasa Enterprises 5.27 0.61 0.17
Prakash Suresh Rita (HUF) 0.10 - -
Interest Expenses on Suresh Rita (HUF) 0.34 - -
Unsecured Loan Jai Gunvantraj Singhvi 4.68 - -
Pratik Gunvantraj Singhvi 1.38 - -
Vimla Suresh Rita 0.19 - -
19Prakash Suresh Rita 2.73 - -
Gunwantraj Manekchand Singhvi 1.58
- -
HUF
Gunwantraj Manekchand Singhvi 2.41 - -
Interest Income on -
Millenium Decor - 5.26
unsecured loan
Purchase of Intangible 0.10
Parle Plywood - -
Assets
Purchase of property, plant 0.42
Prakash Suresh Rita - -
and equipment
Fees paid Pratik Gunvantraj Singhvi 0.10 - -
Euro Pratik Laminate LLP 28.89 0.15 0.08
Vougue Decor 18.20 9.77 1.80
Purchases Millenium Decor 143.38 11.63 13.82
Element Decor - 1.93 0.47
Parle Plywood 0.18 - -
Abhinav Sacheti 0.81 - -
Reimbursement of Expenses
Seemant Hemkumar Sacheti 0.06 - -
Pratik Gunvantraj Singhvi 1.35 - 0.60
Nisha Jai Singhvi 6.95 5.81 5.54
Dipty Pratik Singhvi 4.76 5.74 5.47
Rent Paid Pratik Gunwantraj Singhvi HUF 6.41 3.80 3.53
Jai Gunwantraj Singhvi HUF 8.16 4.13 3.61
Suresh Rita HUF 2.11 - -
Prakash Rita HUF 3.94 - -
Gunwantraj Manekchand Singhvi 0.10 3.60 3.60
Dipty Pratik Singhvi 0.48 0.30 0.15
Nidhi Seemant Sacheti 0.90 1.20 1.20
Salary Nisha Jai Singhvi 0.48 0.30 0.15
Shruti Kuldeep Shukla 0.63 - -
Maitri Rita 0.45 - -
Seemant Hemkumar Sacheti 2.70 - -
Euro Pratik Laminate LLP 0.29 0.23 0.39
Element Decor - 103.69 153.16
Sales Vougue Decor 99.73 573.45 757.64
Millenium Decor 3.21 68.30 76.22
Parle Plywood 1.89 - -
Jai Gunwantraj Singhvi HUF 4.74 - -
Pratik Gunwantraj Singhvi HUF 3.63 - -
Prakash Suresh Rita (HUF) 2.22 - -
Securities Deposit given Suresh Rita (HUF) 1.41 - -
Dipti Pratik Singhvi 2.18 - -
Nisha Jai Singhvi 3.38 - -
Jai Gunvantraj Singhvi 0.12 - -
Dipty Pratik Singvi 3.00 - -
Securities Deposit Received Nisha Jai Singhvi 3.05 - -
back Jai Gunwantraj Singhvi HUF 1.12 - -
Pratik Gunwantraj Singhvi HUF 0.80 - -
Unsecured loan given Euro Pratik USA, LLC - 18.62 -
Euro Pratik USA, LLC - 4.56 -
Jai Gunvantraj Singhvi 241.44 - -
Pratik Gunvantraj Singhvi 45.00 - -
NASA Enterprises 361.38 30.00 -
Gunwantraj Manekchand Singhvi 21.24
- -
HUF
Unsecured Loan repaid
Prakash Suresh Rita 299.24 - -
Vimla Suresh Rita 24.55 - -
Gunwantraj Manekchand Singhvi 36.14 - -
Prakash Suresh Rita HUF 13.63 - -
Suresh Rita HUF 16.23 - -
Abhinav Sacheti HUF 2.90 - -
Jai Gunvantraj Singhvi 241.44 - -
Pratik Gunvantraj Singhvi 45.00 - -
Prakash Suresh Rita 299.24 - -
Unsecured Loan taken
Gunwantraj Manekchand Singhvi 36.14 - -
Vimla Suresh Rita 24.55 - -
NASA Enterprises 361.38 - 30.00
20Suresh Rita (HUF) 16.23 - -
Gunwantraj Manekchand Singhvi 21.24
- -
(HUF)
Abhinav Sacheti HUF 2.90 - -
Prakash Suresh Rita HUF 13.63 - -
Manish Ramuka 0.08 - -
Sitting Fees Dhruti Bhagalia 0.08 - -
Mahendra Kachhara 0.08 - -
Our Company purchases the finished products from its contract manufacturers located in different regions. In
order to save the cost on account of: (a) sea freight and (b) clearing charges, our Company imports the finished
products from the contract manufacturers and, once imported, sells the finished products further on to the related
parties, based on their requirements or demand estimates from their respective customers. Once the sale to the
related party is complete, the finished product is dealt with independently by the respective entity. As the
relationships of the contract manufacturers are primarily with our Company, a majority of the import transactions
are undertaken by our Company, which then sells the finished products onward to the related party. For details of
our related party transactions and details of the transactions eliminated on consolidation, see Note 42 to the
Restated Consolidated Financial Information included in “Restated Consolidated Financial Information” on page
309. Also see “Risk Factors—9—We enter into certain related party transactions in the ordinary course of our
business and we cannot assure you that such transactions will not adversely affect our results of operations and
financial condition” on page 37.
Details of all financing arrangements
There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our
Directors or their relatives have financed the purchase by any person of securities of our Company (other than in
the normal course of business of the relevant financing entity) during the period of six months immediately
preceding the date of the Draft Red Herring Prospectus and this Red Herring Prospectus.
Weighted average price at which Equity Shares were acquired by our Promoters and Selling Shareholders,
in the last one year preceding the date of this Red Herring Prospectus
Except as disclosed below, our Promoters have not acquired any Equity Shares in the last one year immediately
preceding the date of this Red Herring Prospectus.
Weighted average price of
Number of equity shares of
Name of the Promoter acquisition per Equity Share (1)
face value of ₹1 each acquired
(₹)
Pratik Gunvantraj Singhvi* 8,500 1.00
Jai Gunvantraj Singhvi* 8,500 1.00
Pratik Gunwantraj Singhvi HUF* 9,000 1.00
Jai Gunwantraj Singhvi HUF* 9,000 1.00
_________
* Also the Promoter Selling Shareholders
(1) As certified by M/s. C N K & Associates LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s. Monika Jain
& Co., Chartered Accountants, firm registration number 130708W, Joint Statutory Auditors, pursuant to their certificate dated September 5,
2025.
Except as disclosed below, the Selling Shareholders (other than Promoter Selling Shareholders) have not acquired
any Equity Shares of our Company in the last one year immediately preceding the date of this Red Herring
Prospectus.
Weighted average price of
Number of equity shares of acquisition per Equity Share
Name of the Selling Shareholder
face value of ₹1 each acquired (1)
(₹)
Dipty Pratik Singhvi* 9,000 1.00
Nisha Jai Singhvi* 9,000 1.00
_________
* Also the Promoter Group Selling Shareholders
(1) As certified by M/s. C N K & Associates LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s. Monika Jain
& Co., Chartered Accountants, firm registration number 130708W, Joint Statutory Auditors, pursuant to their certificate dated September
5, 2025.
Average cost of acquisition of Equity Shares for the Promoters and the Selling Shareholders
The average cost of acquisition of Equity Shares for the Promoters as at the date of this Red Herring Prospectus
is set forth below.
21Name of the Promoters Number of equity shares of face value of Average cost of
₹1 each held acquisition per
Equity Share (₹)(1)
Pratik Gunvantraj Singhvi* 7,673,500 0.37
Jai Gunvantraj Singhvi* 7,606,303 0.38
Pratik Gunwantraj Singhvi HUF* 29,380,000 0.06
Jai Gunwantraj Singhvi HUF* 29,380,000 0.06
_________
* Also the Promoter Selling Shareholders
(1) As certified by M/s. C N K & Associates LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s. Monika Jain
& Co., Chartered Accountants, firm registration number 130708W, Joint Statutory Auditors, pursuant to their certificate dated September
5, 2025.
The average cost of acquisition of Equity Shares for the Selling Shareholders (other than the Promoter Selling
Shareholders) as at the date of this Red Herring Prospectus is set forth below.
Name of the Selling Shareholder (other than Number of equity shares of face value of Average cost of
Promoter Selling Shareholders) ₹1 each held acquisition per
Equity Share (₹)(1)
Dipty Pratik Singhvi 7,674,000 0.06
Nisha Jai Singhvi 7,674,000 0.06
_________
(1) As certified by M/s. C N K & Associates LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s. Monika
Jain & Co., Chartered Accountants, firm registration number 130708W, Joint Statutory Auditors, pursuant to their certificate dated
September 5, 2025.
Details of price at which Equity Shares were acquired in the last three years preceding the date of this Red
Herring Prospectus by the Promoters, members of the Promoter Group, the Selling Shareholders or
Shareholder(s) with rights to nominate Director(s) or other special rights
The price at which Equity Shares were acquired in the last three years preceding the date of this Red Herring
Prospectus by the Promoters, members of the Promoter Group, the Selling Shareholders and Shareholders with
rights to nominate Directors or any other special rights is set forth below.
Name of Shareholder Date of acquisition/allotment of Number of equity shares of Acquisition price per
the Equity Sharees face value ₹1 each acquired^ Equity Share(1)^
(₹)
January 10, 2024 1,400,000 N.A.
Pratik Gunvantraj April 10, 2024 5,950,000 N.A.
Singhvi* August 22, 2024 270,000 N.A.
September 28, 2024 8,500 1.00
January 10, 2024 1,388,000 N.A.
Jai Gunvantraj April 10, 2024 5,897,500 N.A.
Singhvi* August 22, 2024 267.300 N.A.
September 28, 2024 8,500 1.00
January 10, 2024 5,400,000 N.A.
Pratik Gunwantraj April 10, 2024 22,802,500 N.A.
Singhvi HUF* August 22, 2024 1,003,500 N.A,
September 28, 2024 9,000 1.00
January 10, 2024 5,400,000 N.A.
Jai Gunwantraj Singhvi April 10, 2024 22,802,500 N.A.
HUF* August 22, 2024 1,003,500 N.A.
September 28, 2024 9,000 1.00
January 10, 2024 1,400,000 N.A.
April 10, 2024 5,950,000 N.A.
Dipty Pratik Singhvi#
August 22, 2024 270,000 N.A.
September 28, 2024 9,000 1.00
January 10, 2024 1,400,000 N.A.
April 10, 2024 5,950,000 N.A.
Nisha Jai Singhvi#
August 22, 2024 270,000 N.A.
September 28, 2024 9,000 1.00
January 10, 2024 4,000 N.A.
Gunwantraj April 2, 2024 5,000 1.00
Manekchand Singhvi April 10, 2024 35,000 N.A.
August 22, 2024 900 N.A.
Gunwantraj January 10, 2024 4,000 N.A.
Manekchand Singhvi April 10, 2024 17,500 N.A.
HUF August 22, 2024 900 N.A.
22Name of Shareholder Date of acquisition/allotment of Number of equity shares of Acquisition price per
the Equity Sharees face value ₹1 each acquired^ Equity Share(1)^
(₹)
Gunwantraj & Co HUF January 10, 2024 4,000 N.A.
September 28, 2024 475,000 N.A.
Nidhi Seemant Sacheti
September 28, 2024 2,375,000 N.A.
September 2, 2024 100 100.00
Niraj Intex LLP
September 28, 2024 989,460 1.00
September 2, 2024 100 100.00
Mirage Intex LLP
September 28, 2024 1,533,000 1.00
_________
^Adjusted for sub-division of equity shares of our Company on August 22, 2024.
* Also the Promoter Selling Shareholders.
# Also the Promoter Group Selling Shareholders.
(1)As certified by M/s. C N K & Associates LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s. Monika Jain
& Co., Chartered Accountants, firm registration number 130708W, Joint Statutory Auditors, pursuant to their certificate dated September 5,
2025.
Weighted average cost of acquisition for all the specified securities transacted over the preceding three
years, 18 months and one year preceding the date of this Red Herring Prospectus
Period Weighted Average Cost of Cap Price is ‘X’ times the Range of acquisition
Acquisition per Equity WACA(1)(2) price: Lowest Price –
Share (WACA) (1) Highest Price (1)
(₹) (₹)
Last three years 0.12 [●] 0-100
Last 18 months 0.12 [●] 0-100
Last one year 0.74 [●] 0-100
_________
(1) As certified by M/s. C N K & Associates LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s. Monika
Jain & Co., Chartered Accountants, firm registration number 130708W, Joint Statutory Auditors, pursuant to the certificate dated
September 5, 2025.
(2) To be updated at the Prospectus stage.
Pre-IPO Placement
Our Company is not contemplating a pre-IPO placement.
Any issuance of Equity Shares in the last one year for consideration other than cash
Our Company has not issued any Equity Shares in the last one year immediately preceding the date of this Red
Herring Prospectus, for consideration other than cash.
Any split / consolidation of Equity Shares in the last one year
Our Company has not undertaken a split or consolidation of the Equity Shares in the one year preceding the date
of this Red Herring Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by Securities and
Exchange Board of India
Our Company has not applied for, or received, any exemption from complying with any provisions of securities
laws from Securities and Exchange Board of India.
23CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Certain Conventions
All references herein to “India” are to the Republic of India and its territories and possessions and all references
herein to the “Government” or “GoI” or the “Indian Government” or “Central Government” or the “State
Government” are to the Government of India, or the governments of any state in India, as applicable. All
references herein to the “US” or “U.S.” or the “United States” are to the United States of America and its territories
and possessions, including any state of the United States of America, Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands and the District of Columbia.
Unless otherwise specified, any time mentioned in this Red Herring Prospectus is in Indian Standard Time
(“IST”). 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.
References to the singular also refer to the plural and one gender also refers to any other gender, wherever
applicable.
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’, ‘Fiscal Year’, ‘Fiscal’
or ‘FY’, unless stated otherwise, are to the 12-month period commencing on April 1 of the immediately preceding
calendar year and ending on March 31 of that particular calendar year and references to a particular ‘year’ are to
the calendar year ending on December 31 of that year.
Unless the context requires otherwise, the financial information in this Red Herring Prospectus is derived from
the restated consolidated statements of assets and liabilities of the Company, its subsidiaries and its associate as
at March 31, 2025 and March 31, 2024 and the restated standalone statements of assets and liabilities of the
Company as at March 31, 2023, the restated consolidated statements of profit and loss (including other
comprehensive income), the restated consolidated statements of cash flows and the restated consolidated statement
of changes in equity of the Company, its subsidiaries and its associate for the financial years ended March 31,
2025 and March 31, 2024, and the restated standalone statements of profit and loss (including other comprehensive
income), the restated standalone statements of cash flows and the restated standalone statement of changes in
equity of the Company for financial year ended March 31, 2023, together with the summary of material accounting
policies and explanatory information thereon derived from the audited special purpose consolidated Ind AS
financial statements of the Company, its subsidiaries and its associate as at and for the financial years ended March
31, 2025 and March 31, 2024 and the audited special purpose standalone Ind AS financial statements of the
Company as at March 31, 2023, each prepared in accordance with Ind AS and each restated in accordance with
the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, the SEBI ICDR Regulations
and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI. For further
information, see “Restated Consolidated Financial Information”beginning on page 251.
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,
Ind-AS, the Companies Act and SEBI ICDR Regulations. Any reliance by persons not familiar with the
aforementioned policies and laws on the financial disclosures presented in this Red Herring Prospectus should be
limited. There are significant differences between Ind-AS, U.S. GAAP and IFRS. 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 practices. Any reliance by persons
not familiar with accounting standards in India, the Ind AS, the Companies Act, 2013 and the SEBI ICDR
Regulations, on the financial disclosures presented in this Red Herring Prospectus should accordingly be limited.
We have not attempted to quantify or identify the impact of the differences between the financial data (prepared
under Ind AS and IFRS/ U.S. GAAP), nor have we provided a reconciliation thereof. We urge you to consult your
own advisors regarding such differences and their impact on our financial data included in this Red Herring
Prospectus. For risks involving differences between Ind AS and other accounting principles, see “Risk Factor—
55—Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS,
which investors may be more familiar with and may consider them material to their assessment of our financial
condition” on page 66.
All figures, including financial information, in decimals (including percentages) have been rounded off to one or
two decimals. However, where any figures may have been sourced from third-party industry sources, such figures
may be rounded-off to such number of decimal points as provided in such respective sources. In this Red Herring
Prospectus, (i) the sum or percentage change of certain numbers may not conform exactly to the total figure given;
24and (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. Any such discrepancies are due to rounding off.
Unless otherwise stated in this Red Herring Prospectus or unless the context otherwise indicates, any financial
information or related percentage amounts, as set forth in “Risk Factors”, “Our Business” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 30, 178 and 346,
respectively, and elsewhere in this Red Herring Prospectus have been calculated on the basis of amounts derived
from our Restated Consolidated Financial Information.
Recent Acquisitions
We have completed the Recent Acquisitions in Fiscal 2025 (majority of which were with related parties) in order
to further diversify our product range, access a wider distributor channel and expand into new markets and
geographies while consolidating our business operations. Set forth below are brief details. For details of our related
party transactions, see Note 42 to the Restated Consolidated Financial Information included in “Restated
Consolidated Financial Information” and “Offer Document Summary—Summary of related party transactions”
on pages 251 and 19 respectively.
• Vougue Decor: Our Subsidiary, Gloirio, acquired the business of Vougue Decor, a partnership firm (a related
party of our Company), which sold its products under the “Gloirio” brand, on a going concern basis by means
of a slump sale through a business transfer agreement dated June 18, 2024. Vougue Decor was engaged in
the business of interior wall cladding and interior decorative panels.
• Euro Pratik Laminate LLP: Our Company acquired the business of Lamage Decor which was owned by Euro
Pratik Laminate LLP (a related party of our Company) on a going concern basis by means of a slump sale
through a business transfer agreement dated May 2, 2024. Euro Pratik Laminate LLP is a marketer and seller
of wall panels, louvers, designer laminates and other furniture materials.
• Millenium Decor: Our Company acquired the business of Millenium Decor, a partnership firm (a related
party of our Company), on a going concern basis by means of a slump sale through a business transfer
agreement dated May 28, 2024. Millenium Decor was engaged in the business of interior wall cladding and
interior decorative panels.
• EuroPratik Intex LLP: Our Company acquired controlling interest in Europratik Intex LLP (a related party
of our Company) with a 53.00% capital contribution through a supplementary limited liability partnership
agreement dated August 12, 2024. EuroPratik Intex LLP is a marketer and seller of exterior wall panels and
other exterior furnishing materials.
• Euro Pratik USA, LLC: Our Subsidiary, Euro Pratik C Corp Inc. acquired a controlling interest of 50.10% in
our Step-Down Subsidiary, Euro Pratik USA, LLC through an amended and restated operating agreement
dated June 24, 2024. EuroPratik USA, LLC is a marketer and seller of wall panels, louvers and designer
laminates.
For further details, see “Our Business—Recent Acquisitions”, “History and Certain Corporate Matters—Details
regarding Material Acquisitions or Divestments of Business/ Undertakings, Mergers, Amalgamation, any
Revaluation of Assets, etc. in the last 10 Years” and “Management’s Discussions and Analysis of Financial
Condition and Results of Operations—Basis of Presentation—Recent Acquisitions” on pages 180, 220 and 368,
respectively.
Also see “History and Certain Corporate Matters—Details regarding Material Acquisitions or Divestments of
Business/ Undertakings, Mergers, Amalgamation, any Revaluation of Assets, etc. in the last 10 Years”, “Risk
Factors—24—We have made strategic acquisitions or investments in order to grow our business and may continue
to enter into further acquisitions or investments that we consider necessary or desirable. Any failure to achieve
the anticipated benefits from these strategic acquisitions or investments could adversely affect our business,
results of operations and financial condition” and “Risk Factors—9—We enter into certain related party
transactions in the ordinary course of our business and we cannot assure you that such transactions will not
adversely affect our results of operations and financial condition” on pages 220, 47 and 37, respectively.
Non-GAAP Measures
Certain non-GAAP financial measures relating to our financial performance and financial condition such as
EBITDA, EBITDA Margin, Gross margin, Return on Equity, Return on Capital Employed, Net Debt to EBITDA
Ratio and Working Capital Days, have been included in this Red Herring Prospectus. These non-GAAP financial
measures, when taken together with financial measures prepared in accordance with Ind AS, may be helpful to
investors because they provide an additional tool for investors to use in evaluating our ongoing operating results
25and trends and in comparing our financial results with other companies operating in our industry because they
provide consistency and comparability with past financial performance.
See “Definitions and Abbreviations—Key Performance Indicators” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations—Non-GAAP Financial Measures” on pages 10 and 348,
respectively, for the definitions and the manner of calculation of certain non-GAAP measures.
These non-GAAP financial measures are supplemental measures that are not required by, or presented in
accordance with, Ind AS, IFRS or U.S. GAAP. These non-GAAP financial measures have limitations as analytical
tools and should not be considered in isolation from or as a substitute for analysis of our historical financial
performance, as reported and presented in our financial information presented in accordance with Ind AS. These
non-GAAP financial measures may not reflect our cash expenditures or future requirements for capital
expenditure or contractual commitments; changes in, or cash requirements for, our working capital needs and the
finance cost, or the cash requirements necessary to service our debt. These non-GAAP financial measures 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 statistical information of similar nomenclature that may be
computed and presented by other companies and may not be comparable to similarly titled measures presented by
other companies. Therefore, these non-GAAP financial measures should not be viewed as substitutes for
performance or profitability measures under Ind AS or as indicators of our operating performance, cash flows,
liquidity or profitability. Prospective investors should read this information in conjunction with the Financial
Information included in “Restated Consolidated Financial Information”on page 251.
For further details, see “Risk Factor—47—This Red Herring Prospectus includes certain non-GAAP measures
and financial and operational performance indicators related to our operations and financial performance. The
non-GAAP measures and financial and operational performance indicators may vary from any standard
methodology that is applicable across the Decorative Wall Panel and Decorative Laminates industries and,
therefore, may not be comparable with financial or industry related statistical information of similar
nomenclature computed and presented by other companies”on page 62.
Currency and Units of Presentation
All references to “₹” or “Rupees” or “Rs.” or “INR” are to Indian Rupees, the official currency of the Republic
of India. All references to “US$”, “U.S.$”, “USD” and “U.S. dollars” are to United States Dollars, the official
currency of the United States of America. All references to “Euro” or “€” are to Euro, the legal currency of the
European Union.
Certain numerical information has been presented in this Red Herring Prospectus in “million” units. 1,000,000
represents one million and 1,000,000,000 represents one billion. However, where any figures that may have been
sourced from third-party industry sources are expressed in denominations other than millions, such figures appear
in this Red Herring Prospectus expressed in such denominations as provided in their respective sources.
Exchange Rates
This Red Herring Prospectus contains conversions of certain other currency amounts into Indian Rupees that have
been presented solely to comply with the SEBI ICDR Regulations. The table below sets forth, for the dates
indicated, information with respect to the exchange rate between the Rupee and the respective foreign currencies.
The exchange rates are based on the reference rates released by the RBI and Financial Benchmark India Private
Limited (“FBIL”), which are available on the website of FBIL.
These conversions should not be construed as a representation that these currency amounts could have been, or
can be converted into Indian Rupees, at any particular rate or at all.
Currency Exchange Rate as at
March 31, 2025 March 31, 2024* March 31, 2023
(₹ per foreign currency)
1 USD 85.58 83.37 82.22
1 EURO 92.32 90.22 89.61
1 CNY 11.78 11.54 11.95
1 KRW 0.05 0.06 0.06
_________
Source: www.rbi.org.in, www.fbil.org.in and www.xe.com
Note: Exchange rate is rounded off to two decimal places
* As March 31, 2024 was a Sunday, the exchange rate was considered as at March 28, 2024, being the last working day prior to March 31,
2024.
26Industry and Market Data
Unless stated otherwise, industry and market data used in this Red Herring Prospectus have been obtained or
derived from publicly available information as well as industry publications and sources such as a report dated
August 22, 2025 and titled “Report on Wall Panel Industry in India” that has been prepared by Technopak, which
report has been commissioned and paid for by our Company for the purposes of confirming our understanding of
the industry in connection with the Offer (the “Technopak Report”). Additionally, certain industry related
information in “Industry Overview”, “Our Business”, “Risk Factors” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operation” on pages 120, 178, 30 and 346, respectively, has been derived
from the Technopak Report. The Technopak Report is available on the website of our Company at
http://www.europratik.com/investors from the date of this Red Herring Prospectus until the Bid/Offer Closing
Date and has also been included in “Material Contracts and Documents for Inspection—Material Documents” on
page 472.Technopak, pursuant to their consent letter dated August 22, 2025 has accorded their no objection and
consent to use the Technopak Report, in full or in part, in relation to the Offer. Further, Technopak, pursuant to
their consent letter, has confirmed that they are an independent agency, and confirmed that they are not related to
our Company, our Directors, our Promoters, KMPs, Senior Management or the Book Running Lead Managers.
For further details in relation to risks involving in this regard, see “Risk Factors—25—Industry information
included in this Red Herring Prospectus has been derived from the Technopak Report, which was prepared by
Technopak and exclusively commissioned and paid for by our Company for the purposes of the Offer, and any
reliance on information from the Technopak Report for making an investment decision in the Offer is subject to
inherent risks.” on page 48.
While there are excerpts from the Technopak Report that have been reordered or re-classified by us for the
purposes of presentation in this Red Herring Prospectus, there are no material parts, information or data from the
Technopak Report which would be relevant for the Offer and that have been left out or changed in any manner.
The data used in these sources may have been for the purposes of presentation. Data from these sources may also
not be comparable, on account of there being no standard data gathering methodologies in the industry in which
the business of our Company is conducted, and methodologies and assumptions may vary widely among different
industry sources. Accordingly, the extent to which the market and industry data used in this Red Herring
Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used
in compiling such data.
For further details in relation to risks involving in this regard, see “Risk Factors–25—Industry information
included in this Red Herring Prospectus has been derived from the Technopak Report, which was prepared by
Technopak and exclusively commissioned and paid for by our Company for the purposes of the Offer, and any
reliance on information from the Technopak Report for making an investment decision in the Offer is subject to
inherent risks.” on page 48.
In accordance with the SEBI ICDR Regulations, the section “Basis for Offer Price” beginning on page 107
includes information relating to our peer group companies, which has been derived from publicly available
sources.
27FORWARD-LOOKING STATEMENTS
This Red Herring Prospectus contains certain forward-looking statements. These forward-looking statements
generally can be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”,
“expect”, “estimate”, “intend”, “objective”, “plan”, “goal”, “project”, “propose”, “seek to”, “shall”, “likely”,
“will”, “will continue”, “will pursue”, or other words or phrases of similar import. Similarly, statements that
describe our expected financial condition, results of operations, business, prospects, strategies, objectives, plans
or goals are also forward-looking statements. However, these are not the exhaustive means of identifying forward
looking statements. All forward-looking statements are based on our current plans, estimates, presumptions and
expectations and 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.
Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to
the industry in which we operate 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 and globally, 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 laws, regulations and taxes, changes in competition in our industry, incidence of natural
calamities and/or acts of violence. Important factors that could cause actual results to differ materially from our
Company’s expectations include, but are not limited to, the following:
• Our operational risks such as accidents and damage to our warehousing facilities.
• Exchange rate fluctuations.
• Our material dependence on our largest contract manufacturer for manufacturing of our products.
• Our material dependence on our contract manufacturers for manufacturing of our products.
• Our dependence on our top 30 distributors.
• Our inability to expand or manage our growing distribution network, or any disruptions in our distribution
chain.
• Our negative cash flows from our operating activities.
• Our related party transactions in the ordinary course of our business.
• Our significant dependence on revenue from sale of Decorative Wall Panels.
• Our lack of ownership of the brand name “Euro Pratik” which is crucial for our operations.
• Our Restated Consolidated Financial Information as at and for the financial year ended March 31, 2025,
which includes the effect of the Recent Acquisitions on our financial performance and financial condition,
may not be comparable to our Restated Consolidated Financial Information for prior periods.
• Our operations involving engagement with counterparties in countries such as South Korea, China, the United
States, Romania, Turkey, Indonesia and Portugal.
• Our failure to promote or develop the “Euro Pratik” and “Gloirio” brands.
• Our lack of intellectual property protection for a majority of the designs used in our products.
• Our failure to manage our growth and expansion operations or to successfully implement our business plan
and growth strategies in a timely manner or within budget estimates.
For further discussion of factors that could cause the actual results to differ from the expectations, see “Risk
Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 30, 178 and 346, 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
gains or losses in the future could materially differ from those that have been estimated and are not a guarantee of
future performance.
We cannot assure investors that the expectation reflected in these forward-looking statements will prove to be
correct. Given the 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 at the date of this Red Herring Prospectus
and are not a guarantee of future performance. These statements are based on our management’s beliefs and
assumptions, which in turn are based on currently available information. Although we believe the assumptions
upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to
28be inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Accordingly,
we cannot assure investors that the expectations reflected in these forward-looking statements will prove to be
correct and given the uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements. None of our Company, our Directors, our KMPs, Senior Management, the Selling Shareholders, the
Syndicate or any of their respective affiliates has 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 the SEBI ICDR Regulations, our Company,
the BRLMs and the Selling Shareholders will ensure that investors are informed of material developments from
the date of this Red Herring Prospectus until the date of Allotment. In accordance with regulatory requirements
including requirements including requirements of SEBI and as prescribed under applicable law, each of the Selling
Shareholders will, severally and not jointly, ensure that investors are informed of material developments in relation
to the statements and undertakings specifically made or confirmed by such Selling Shareholder in relation to itself
as a Selling Shareholder and its respective portion of the Offered Shares from the date of this Red Herring
Prospectus until the date of Allotment pursuant to the Offer.
29SECTION II: RISK FACTORS
An investment in equity shares involves a high degree of risk. Prospective investors should carefully consider all the information in
this Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity
Shares. The risks described in this section are those that we consider to be the most significant to our business, results of operations
and financial condition as at the date of this Red Herring Prospectus. The risks described below may not be exhaustive or the only
ones relevant to us, the Equity Shares or the industry segments in which we currently operate. Additional risks and uncertainties,
not presently known to us or that we currently do not deem material may arise or may become material in the future. Unless specified
or quantified in the relevant risk factors below, we are not in a position to quantify the financial implication of any of the risks
mentioned below. If any or a combination 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 trading price of our Equity Shares could decline, and investors may lose all or part of their investment. The risk factors have
been presented below on the basis of their materiality. Furthermore, some events may be material collectively rather than
individually. Some events may not be material at present but may have a material impact in the future. In making an investment
decision, prospective investors must rely on their own examination of us and our business and the terms of the Offer, including the
merits and risks involved. Potential investors should consult their tax, financial and legal advisors about the particular consequences
of purchasing our Equity Shares.
In order to obtain a complete understanding of our Company and our business, prospective investors should read this section in
conjunction with “Industry Overview”, “Our Business”, “Key Regulations and Policies”, “Restated Consolidated Financial
Information”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Outstanding
Litigation and Material Developments” on pages 120, 178, 213, 251, 346, and 386, respectively, as well as the other financial and
statistical information contained in this Red Herring Prospectus.
This Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions, estimates, uncertainties and
other factors, many of which are beyond our control. 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.
See “Forward-Looking Statements” on page 28. Further, names of certain contract manufacturers have not been included in this
Red Herring Prospectus either because relevant consents for disclosure of their names were not available or in order to preserve
confidentiality.
In this Red Herring Prospectus, unless specified otherwise, any reference to “the Company” or “our Company” refers to Euro
Pratik Sales Limited, on a standalone basis, and a reference to “we”, “us” or “our” is a reference to our Company on a consolidated
basis, as applicable, for the relevant periods. Additionally, please refer to “Definitions and Abbreviations” on page 2 for certain
capitalised terms used in this section. Further, names of certain distributors and contract manufacturers or suppliers have not been
included in this Red Herring Prospectus either because relevant consents for disclosure of their names were not available or in
order to preserve confidentiality.
Our financial year ends on March 31 of each year, and references to a particular Financial Year or Fiscal are to the 12-month
period ended March 31 of that year, unless the context indicates otherwise.
We have undertaken certain Recent Acquisitions during Fiscal 2025. See “16—Our Restated Consolidated Financial Information
as at and for Fiscal 2025, which includes the effect of the Recent Acquisitions on our financial performance and financial condition,
may not be comparable to our Restated Consolidated Financial Information in respect of prior periods.”, “Our Business—Recent
Acquisitions”, “History and Certain Corporate Matters—Details regarding Material Acquisitions or Divestments of Business/
Undertakings, Mergers, Amalgamation, any Revaluation of Assets, etc. in the last 10 Years” and “Management’s Discussions and
Analysis of Financial Condition and Results of Operations—Basis of Presentation—Recent Acquisitions” on pages 40, 180, 220,
and 368, respectively.
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled “Report on Wall
Panel Industry in India” dated August 22, 2025 (the “TechnopakReport”), exclusively prepared and issued by Technopak Advisors
Private Limited (“Technopak”), who were appointed by our Company pursuant to a letter of authorisation dated August 20, 2024
and the Technopak Report has been commissioned by and paid for by our Company in connection with the Offer. The Technopak
Report is available on the website of our Company at http://www.europratik.com/investors from the date of this Red Herring
Prospectus until the Bid/Offer Closing Date and has also been included in “Material Contracts and Documents for Inspection—
Material Documents” on page 472. While the data included herein includes excerpts from the Technopak Report that may have been
re-ordered or re-classified by us for the purposes of presentation in this Red Herring Prospectus, there are no parts, data or
information which may be relevant for the proposed Offer and that have been left out or changed in any manner. Unless otherwise
indicated, all financial, operational, industry and other related information derived from the Technopak Report and included herein
with respect to any particular year refers to such information for the relevant financial year.
30Internal Risks
1. On April 26, 2025, a fire incident occurred at our largest warehouselocated in Swagat Complex, Rahanal
Village, Bhiwandi, Mumbai, Maharashtra, which resulted in, among other things, destruction of our
inventories amounting to ₹335.94 million. Such accidents could adversely affect our business, results of
operations and financial condition.
Our operations are subject to certain operational risks such as accidents or damage to our warehousing
facilities, the breakdown of our equipment and accidents on account of employee injuries, manual handling
injuries, fire and explosions, etc. To cater to our distributors, we operate warehouses spread across
approximately 194,877.50 square feet in Bhiwandi, Maharashtra. See “Our Business—Business Process—
Warehousing” and “Our Business—Our Property” on pages 200 and 206, respectively.
Physical damage to our warehouses or equipment resulting from any fires, severe weather or any other causes
could lead to a disruption to our business and result in unforeseen costs, which could adversely affect our
business, results of operations and financial condition, especially if such costs are not covered by or fully
reimbursed through insurance. Any accident at our warehouses could cause personnel injuries, fatalities
and/or damage to property, which could adversely affect our business, results of operations and financial
condition to the extent our liabilities with respect to an accident are not covered by or fully reimbursed through
insurance.
For instance, on April 26, 2025, a fire accident occurred at our largest warehouse located in Swagat Complex,
Rahanal Village, Bhiwandi, Mumbai, Maharashtra (the “Fire Incident”, and the affected warehouse, the
“Affected Warehouse”), caused by electrical short circuit. The Fire Incident resulted in destruction of our
inventories amounting to ₹335.94 million (constituting 34.92% of our total inventories as at March 31, 2025)
and plant, property and equipment amounting to ₹1.08 million, in respect of which we have submitted
insurance claims of ₹321.68 million. During the course of our business operations, we do not enter into
definite-term agreements with our distributors. Accordingly, we do not have a tentative schedule of products
which would be supplied to our distributors, and the sales are contingent on the orders placed by such
distributors. Since the products offered by us span across 30 product varieties and more than 3,000 designs,
we are unable to determine the category of products which would have been sold had the Fire Incident not
occurred. Therefore, we are unable to estimate the amount of the loss of revenue and profit on account of the
Fire Incident.
As a result of the Fire Incident, we have incurred, and may incur certain unplanned expenditure during the
period subsequent to March 31, 2025, including but not limited to the expenses on account of reversal of
input GST tax credit claimed under GST, loss of sales due to disruption and inventory loss. These additional
expenditures, coupled with the risk of ongoing disruptions to inventory flow and fulfillment timelines, may
adversely affect our business, results of operations and financial condition during the period subsequent to
March 31, 2025. Further, from the month of July 2025, we have resumed our business operations as they
were prior to the occurrence of the Fire Incident, however, we are yet to receive insurance claims in relation
to the Fire Incident, the timing and extent of recoveries remain uncertain, and we may not be fully reimbursed
for all incurred losses. Accordingly, there is a risk that the Fire Incident may adversely affect our operating
income and cash flows during the period subsequent to March 31, 2025, or may reduce our operating profits
and margins during such periods.
In order to mitigate the impact of the Fire Incident on our business, results of operations and financial
condition, we have leased some additional warehouses in the same locality and resumed our business
operations with minimum impact on our business operations. Further, the lease agreements for our Affected
Warehouse are still in force, however, our lease payments to the respective lessors are paused until repairs
and renovation are complete.
While there were no injuries to any of the employees of our Company and there were no casualties pursuant
to the Fire Incident, any such injury or casualty caused by any similar incident in future can (i) lead to loss of
inventory, (ii) affect our operations, and (iii) expose us to civil and criminal liabilities, and any of the
foregoing can in turn adversely affect our business, results of operations and financial condition.
Further, our warehouses and other assets may need to undergo upgrading or renovation work from time to
time to retain their competitiveness and may also require unforeseen ad hoc maintenance or repairs in respect
of faults or problems that may develop. Our warehouses and assets may suffer some disruptions, and it may
not be possible to continue operations in areas affected by such upgrading or renovation works. Any
malfunction or break-down of our warehousing facilities could adversely affect our business, results of
operations and financial condition. See “Financial Information—Restated Consolidated Financial
Information—Note 52—Ind AS 10 Events after the reporting period” on page 338.
312. Exchange rate fluctuations could adversely affect our business, results of operations, cash flows and
financial condition. In Fiscals 2025, 2024 and 2023, our purchases in foreign currencies were ₹1,152.77
million, ₹1,134.60 million and ₹1,385.90 million, respectively, constituting 54.72%, 92.22% and 81.17%,
respectively, of our total purchases
We transact a major portion of our business in foreign exchange, primarily denominated in the CNY and the
U.S. Dollar. Our import of products from overseas contract manufacturers is typically denominated in
currencies other than Indian Rupees. While our financial statements are denominated in Indian rupees, we
have also made investments in our foreign Subsidiaries and Step-Down Subsidiaries, the value of which we
are required to convert into Indian rupees for the preparation of our financial statements, thereby exposing us
to foreign currency translation risks, i.e., we may incur a financial loss that is not a result of a change in the
underlying assets, but as a result of the change in the current value of the assets due to exchange rate
fluctuations. Accordingly, we are exposed to foreign exchange transaction risks and fluctuations in the
exchange rate of the Indian Rupee for foreign currencies, especially the CNY and the U.S. Dollar, which
could adversely affect our business, results of operations, cash flows and financial condition.
The table below sets forth the details of our total purchases in foreign currencies, for the periods indicated.
Expenses Fiscal
2025 2024 2023
(₹ million, unless specified otherwise)
Purchasesin foreign currencies
-USD 617.02 1,103.59 1,384.44
-CNY 526.11 31.01 -
-Euro - - 1.46
-KRW 11.41 - -
Total Purchases in foreign currencies 1,154.54 1,134.60 1,385.90
Goods Purchased in foreign currencies as a percentage of total 54.81 92.22 81.17
purchases (%)
Foreign Exchange Gain (%)* 1.08 1.07 0.95
______
*Foreign Exchange Gain (%) has been calculated as the exchange fluctuation gain expressed as a percentage of total expenses incurred
in foreign currency.
The exchange rate between the Indian Rupee and foreign currencies, primarily the U.S. Dollar, has fluctuated
in the past. Further, we do not have any hedging contracts or policies to manage our foreign currency and
exchange exposure risk and do not hedge our assets or liabilities against exchange rate movements. Therefore,
changes in the relevant exchange rates could also affect our operating results and assets and liabilities reported
in Indian Rupees as part of our financial statements. However, we manage our risk exposure by passing on
any increase in costs to our distributors and by adequately adjusting our product margins to absorb any
fluctuations in foreign currencies.
While we have not experienced any financial losses arising from foreign currency and exchange fluctuations
during the last three Fiscals, we cannot assure you that we will not experience any such challenges in the
future. We cannot assure you that we will be able to continue to manage our foreign currency risk or manage
exchange exposures at all times and our inability to do so may cause our results to fluctuate and/or decline.
In addition, the policies of the RBI may also change from time to time, which may limit our ability to manage
our foreign currency exposure and could adversely affect our business, results of operations, cash flows and
financial condition.
3. We are materially dependent on our largest contract manufacturer for manufacturing of our products. In
Fiscals 2025, 2024 and 2023, the total value of products purchased from our top contract manufacturer
constituted 24.03 %, 70.56%, and 56.18%, respectively. Loss of our top contract manufacturer could
materially and adversely affect our business, results of operations and financial condition.
As we operate on a contract manufacturing model, we outsource the manufacturing of our products to contract
manufacturers and do not own any manufacturing facilities. We are dependent on our top contract
manufacturer, Shinil Frame Co., Limited (“Miga, South Korea”), a South Korean company which has been
our top contract manufacturer during the last three Fiscals, for the manufacture of products such as Decorative
Wall Panels and Decorative Laminates, among others. Miga, South Korea individually manufactured 24.03%,
70.56% and 56.18% of our total value of products purchased for Fiscals 2025, 2024 and 2023, respectively.
Any disruptions in the operations of Miga, South Korea could materially affect the manufacture and supply
of our products and exposes us to manufacturer concentration risk wherein a majority of our designs and
products are manufactured by them. While there has been no such instance in the last three Fiscals where the
operations of our largest contract manufacturer were disrupted or faced any issues, we cannot assure you that
32such instances will not arise in the future. Our reliance on our largest contract manufacturer could adversely
affect our ability to procure an uninterrupted supply of products which are critical for our operations. Further,
to manage the risk of manufacturer concentration, while we keep engaging with, and forming relationships
with, new contract manufacturers in countries such as China, South Korea and Vietnam, there can be no
assurance that these relationships will materialize in our favor and the products supplied by these contract
manufacturers will conform to our safety, quality or performance standards and would be supplied within a
timely manner or in quantities that we require, or at all, which may in turn adversely affect our business,
results of operations and financial condition.
4. We are materially dependent on our contract manufacturers. In Fiscals 2025, 2024 and 2023, total value
of products purchased from our top 10 contract manufacturers constituted 52.79%, 91.66%, and 87.88%,
respectively. Any loss of our contract manufacturers, if not suitably replaced, could materially and
adversely affect our business, results of operations and financial condition.
We are significantly dependent on our contract manufacturers for manufacturing of our products for the
manufacture of products such as Decorative Wall Panels and Decorative Laminates, among others. Our top
10 contract manufacturers manufactured 52.79%, 91.66%, and 87.88% of our total value of products
purchased in Fiscals 2025, 2024 and 2023, respectively.
The table below sets forth our cost of products purchased from our largest contract manufacturer, top five
contract manufacturers and top 10 contract manufacturers, for the periods indicated.
Details of Contract For the financial year ended March 31,
Manufacturers 2025 2024 2023
Amount %* Amount %* Amount %*
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Top five manufacturers 878.87 41.72 1,081.84 87.94 1,438.67 84.26
Top 10 manufacturers 1,112.09 52.79 1,127.72 91.66 1,500.42 87.88
__________
Notes:
*Percentage of total purchases
(1) Our top 10 contract manufacturers for Fiscal 2025 included Miga, South Korea, Inspirare (HK) Limited, Taizhou Jiyuan Decoration
Material Co. Ltd., Foshan Skyscraper New Material Co., Ltd, Zhejiang Ueasy Business Service Co. Ltd., Jai Shiv Plywood Pvt. Ltd.,
Mamta Texdyes Pvt. Ltd. and Guangdong Hantai Decoration Material Co. Certain contract manufacturers have not been disclosed here
due to non-receipt of consent. The contribution of each individual contract manufacturer to our total purchases has not been separately
disclosed in order to preserve confidentiality.
(2) Our top 10 contract manufacturers for Fiscal 2024 included Miga, South Korea, Foshan Skyscraper New Material Co., Ltd, Foshan
GY Decor Materials Co., Ltd, Inspirare (HK) Limited, Synergy Bonding Solutions Pvt. Ltd., Grand Import & Export Co. Ltd., Foshan
Kuanyu Stainless Steel Co., Ltd., Taizhou Jiyuan Decoration Material Co. Ltd. The contribution of each individual contract
manufacturer to our total purchases has not been separately disclosed in order to preserve confidentiality.
(3) Our top 10 contract manufacturers for Fiscal 2023 included Miga, South Korea, Foshan Skyscraper New Material Co., Ltd, Grand
Import & Export Co. Ltd., Foshan Kuanyu Stainless Steel Co., Ltd., Synergy Bonding Solutions Pvt. Ltd., Taizhou Jiyuan Decoration
Material Co. Ltd, Inspirare (HK) Limited. Certain contract manufacturers have not been disclosed here due to non-receipt of consent.
The contribution of each individual contract manufacturer to total revenue from operations has not been separately disclosed in order
to preserve confidentiality.
Relying on a certain limited set of contract manufacturers for a majority of our products also exposes us to
the risk of manufacture disruption due to: (i) issues on account of manufacturing and quality concerns; (ii)
work stoppages and production bottlenecks due to operational challenges faced by our contract manufacturers
including breakdowns and failure of industrial equipment, accidents, employee unrest, severe weather
conditions; (iii) our contract manufacturers failure to meet any regulatory compliance; (iv) natural disasters,
political and economic instability in the regions in which our contract manufacturers operate; (v) restriction
on import from countries in which our contract manufacturers operate; and (vi) other issues that our contract
manufacturers may face which could lead to increased volatility in our supply process and could adversely
affect our product distribution and sales.
While there has been no such instance in the last three Fiscals where the operations of our top 10 contract
manufacturers were disrupted or faced any issues due to the aforementioned factors, we cannot assure you
that such instances will not arise in the future. If we are required to replace any of our contract manufacturers,
in particular, our top 10 contract manufacturers, it could expose us to risk of supply chain disruption and we
cannot assure you that we will be able to find suitable replacements at the same price, on terms favorable to
us or within our expected timelines. While there has not been any instance where we discontinued our
relationship with one of our top 10 contract manufacturers delivering lower-margin product lines to us on
account of commercial considerations, we cannot assure you that such instances will not arise in future. Any
loss of our contract manufacturers, if not adequately replaced, or other form of supply disruption, could
materially and adversely affect our business, results of operations and financial condition.
335. We depend on our top 30 distributors who contributed, in aggregate, to 57.44%, 49.66%, and 45.38% of
our revenue from operations in Fiscals 2025 2024, and 2023, respectively. Any non-performance by our
distributors or a decrease in the revenue we earn from our distributors could adversely affect our business,
results of operations, cash flows and financial condition.
As at March 31, 2025, we supplied our products to 180 distributors across 25 states and five union territories
in India (Source: Technopak Report), who in turn supply them to our consumers. In our distribution network,
we depend on certain key distributors for a portion of our revenue from operations, which exposes us to a risk
of distributor concentration.
The table below sets forth the details of our revenue from our largest distributor, top five distributors, top 10
distributors and top 30 distributors, for the periods indicated.
Details of Fiscal 2025 Fiscal 2024 Fiscal 2023
Distributors Amount %* x̄# Amount %* x̄# Amount %* x̄#
(₹ million) (%) (years) (₹ million) (%) (years) (₹ million) (%) (years)
Largest 323.90 11.40 7.74 125.57 5.66 6.74 152.57 5.79 5.66
distributor
Top five 736.37 25.91 6.32 466.94 21.06 6.60 532.79 20.2 4.93
distributors 1
Top 10 1,026.52 36.12 6.77 714.10 32.21 6.27 803.57 30.4 5.27
distributors 9
Top 30 1,632.51 57.44 4.98 1,100.86 49.66 4.96 1,196.22 45.3 4.42
distributors 8
________
Notes:
* Percentage of total revenue from operations
# Average duration of our relationship with our distributors
(1) For Fiscal 2025 and for Fiscals 2024, and 2023, our top 10 distributors contributed to 36.12%, 32.21%, and 30.49%
of our total revenue from operations, respectively, which is below 50% of our total revenue from operations. As a result,
the names of the top 10 distributors are not required to be disclosed.
(2) Prior to the acquisition of business of Vougue Decor through a business transfer agreement dated June 18, 2024, and
the acquisition of business of Milenium Decor through a business transfer agreement dated May 28, 2024, in addition to
our products being supplied to the distributors, our Company also supplied products to Vougue Decor and Millenium
Decor. However, post completion of the Recent Acquisitions, our Company does not supply products to Millenium Decor
and Vougue Decor. Accordingly, our top 10 distributors in Fiscals 2025, 2024 and 2023 also included Millenium Decor
and Vougue Decor and they have not been included in the top 10 distributors for Fiscals 2025, 2024 and 2023. In Fiscals
2025, 2024 and 2023, we recorded sales to Vougue Decor of ₹ 99.73 million, ₹573.45 million and ₹757.64 million,
respectively, which constituted 3.51%, 25.87% and 28.74%, respectively, of our revenue from operations during those
periods. Similarly, in Fiscals 2025, 2024 and 2023, we recorded sales to Millenium Decor of ₹3.21 million, ₹68.30 million
and ₹76.22 million, respectively, which constituted 0.11%, 3.08% and 2.89%, respectively, of our revenue from
operations during those periods See, “Offer Document Summary—Summary of Related Party Transactions”, “Our
Business—Recent Acquisitions” and “History and Certain Corporate Matters—Details regarding Material Acquisitions
or Divestments of Business/ Undertakings, Mergers, Amalgamation, any Revaluation of Assets, etc. in the last 10 Years”
on pages 19, 180 and 220, respectively.
Further, we do not enter into definite-term agreements with our distributors. While we have enjoyed long-
standing relationships with our distributors with the average duration of our relationship with our distributors
being more than five years, we cannot assure you that such distributors will continue to conduct their business
with us in the future. Additionally, our distributors are not bound by any exclusivity terms pursuant to any
written agreements. These key distributors could cease doing business with us or reduce the volume of
business they do with us for a number of reasons, including (i) such distributors choosing our competitors
over us due to better margins, credit policies offered to them or other favorable terms; (ii) a decline in sales
to such distributors on account of inability to maintain their network of consumers, architects or interior
designers; (iii) unfavorable financial position of such distributors; or (iv) adverse general economic
conditions. A lack of definitive agreements with our distributors could also lead to operational delays as we
may be exposed to risks including sudden discontinuation of distribution of our products on account of
disagreements with our distributors and, further, the absence of definitive recourse in the event of disputes or
non-performance of obligations by our distributors.
Moreover, we may be required to replace our distributors in the event of: (i) unfavorable price and margin
negotiations for our products; (ii) non-compliance with safety or quality standards while distributing our
products; and (iii) disagreements with our distributors, among others. If we are required to replace any of our
distributors, in particular, any of our top 30 distributors, it could expose us to the risk of delays in supply of
our products in our target markets and there can be no assurance that we will be able to find suitable
replacements at the same price, on terms favorable to us or within our expected timelines. While there have
34been no such instances of a loss of a distributor which was a part of our top 30 distributors in the last three
Fiscals due to the above-mentioned factors, we cannot assure you that our relationships with such distributors
will not be terminated abruptly in the future.
If we fail to retain our key distributors on terms that are commercially reasonable or if there is any reduction
in the volume of business with such distributors, or if there are adverse changes in the financial condition of
such key distributors, it could adversely affect our business, results of operations, cash flows and financial
condition. See “6—Our inability to expand or manage our growing distribution network, or any disruptions
in our distribution chain could adversely affect our business, results of operations and financial condition”
on page 35.
6. Our inability to expand or manage our growing distribution network, or any disruptions in our distribution
chain could adversely affect our business, results of operations and financial condition.
Our ability to distribute our products to our consumers is critical to our operations and we depend significantly
on our distributors for that. See “Our Business—Distribution Network” on page 201. As at March 31, 2025,
we had a distribution network of 180 distributors across 25 states and five union territories in India. (Source:
Technopak Report) Our ability to expand and grow our product reach depends on the reach and management
of our distribution network. We seek to increase the penetration of our products by appointing new
distributors to create a wide distribution network targeted at different consumer groups and regions. We
cannot assure you that we will be able to successfully identify or add new distributors, maintain and strengthen
our relationships with our existing distributors, or manage our distribution network. As we rely on our
distributors for our sales, the occurrence of any of the following events could adversely affect or result in a
decrease in our sale of products:
• any disputes with our distributors, including disputes regarding pricing or performance;
• reduction, delay or cancellation of orders from our distributors;
• disruption in delivery of our products to or by our distributors due to weather, natural disaster, fire or
explosion, terrorism, pandemics, strikes, government action or other reasons beyond our control or the
control of our distributors;
• our failure to extend or maintain our relationships with our existing distributors on favorable terms, or at
all; and
• our failure to enter into relationships with new distributors, or timely identify and appoint replacement
distributor on loss of a distributor.
While there have not been any instances in the last three Fiscals where sale of our products experienced a
decline due to the abovementioned factors, we cannot assure you that such incidents will not arise in the
future. Further, while we have enjoyed long-standing relationships with our distributors, we have not entered
into definite-term agreements with our distributors, and we cannot assure you that such distributors will
continue to trade with us in the future or that our distributors will perform their obligations in a timely manner
or at all in the future. See “5—We depend on our top 30 distributors who contributed, in aggregate, to 57.44%,
49.66%, and 45.38% of our revenue from operations in Fiscals 2025 2024, and 2023, respectively. Any non-
performance by our distributors or a decrease in the revenue we earn from our distributors could adversely
affect our business, results of operations, cash flows and financial condition.” on page 34.
Additionally, we cannot assure you that we will be successful in detecting any non-compliance by our
distributors when supplying our products to consumers. For instance, our distributors may supply products
that are damaged or have deteriorated quality to our consumers due to their non-compliance with storage,
handling or supply standards which could, among other things, negatively affect our brand image and
reputation with our consumers and, consequently, demand for our products. Furthermore, if the sales volumes
are not maintained at satisfactory levels or if distributors fail to track consumer demand, our distributors may
(i) not place orders for new products from us, (ii) may decrease the quantity of their usual orders, or (iii) may
seek discounts on the purchase price. The occurrence of any of the foregoing could result in a decline in the
sales volumes for our products, which could adversely affect our business, results of operations and financial
condition.
If the terms offered to such distributors by our competitors are more favorable than those offered by us, our
distributors may decline to distribute our products and terminate their arrangements with us. We may also be
unable to compete successfully against larger or better-funded distribution networks of our competitors. We
cannot assure you that we will not lose any of our distributors to our competitors, which could result in
deterioration of our distribution network or all or some of our favorable arrangements with them.
The occurrence of any of the foregoing events could adversely affect our business, results of operations and
financial conditions.
357. Our Promoters, Jai Gunvantraj Singhvi and Pratik Gunvantraj Singhvi, have in the past received an
administrative warning from the SEBI. Such proceedings, or any further regulatory actions against our
Promoters, could adversely affect our and our Promoter’s reputation or divert the time and attention of
our management and, accordingly, may adversely affect our business and results of operations.
Our Promoters, Jai Gunvantraj Singhvi and Pratik Gunvantraj Singhvi, have in the past received an
administrative warning from the SEBI for violations under the SEBI Takeover Regulations.
Our Promoters, Jai Gunvantraj Singhvi and Pratik Gunvantraj Singhvi dissociated from Pratik Panels Limited,
a company listed on BSE, pursuant to a share purchase agreement dated January 21, 2021 (“SPA”). In
accordance with the SPA, Pankaj Chandrakant Mishra and Ms. Devyani Pankaj Mishra acquired 15,29,713
equity shares of Pratik Panels Limited from our Promoters Jai Gunvantraj Singhvi, Pratik Gunvantraj Singhvi
and other members of our promoter group. Consequently, an open offer was made under the Takeover
Regulations with the offer opening on March 18, 2021, and closing on April 1, 2021 (the “Open Offer”).
Following the Open Offer, a report dated March 1, 2021 was filed by our Promoters, Jai Gunvantraj Singhvi
and Pratik Gunvantraj Singhvi, with the SEBI as required under the SEBI Takeover Regulations (the
“Report”).
Subsequently, on January 31, 2022, SEBI issued an administrative warning stating that on the review of the
Report it was noted that on January 16, 2013, there were certain inter-se transfers of equity shares of Pratik
Panels Limited between seven sellers and our Promoters, Jai Gunvantraj Singhvi and Pratik Gunvantraj
Singhvi. Pursuant to such inter-se transfers, there was a requirement to intimate the stock exchanges and
submit reports as required under the SEBI Takeover Regulations. The SEBI noted that delayed disclosure in
the change in shareholding of Pratik Panels Limited deprived the shareholders of material information and
directed our Promoters, Jai Gunvantraj Singhvi and Pratik Gunvantraj Singhvi, to exercise due caution in the
future in relation to such disclosures. See “Outstanding Litigation and Material Developments—Litigation
involving our Promoters—Disciplinary actions including penalty imposed by the SEBI or stock exchanges
against our Promoters in the last five Fiscals including any outstanding action” on page 389.
While there have been no further proceedings by the SEBI in this regard, we cannot assure you that similar
proceedings will not be initiated against our Promoters or other members of our management in the future.
Any such proceedings, or any further regulatory actions, could adversely affect our and our Promoter’s
reputation or divert the time and attention of our management and, accordingly, may affect our business and
results of operations.
8. We have experienced negative cash flows from operating activities during Fiscal 2025. If we experience
similar negative cash flows from operating activities in the future, it could adversely affect our working
capital requirements, our ability to operate our business and implement our growth plans, thereby
adversely affecting our business, results of operations and financial condition.
The following table sets forth certain information relating to our restated statements of cash flows for the
periods indicated, as per the Restated Consolidated Financial Information:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹ million)
Net cash (used in)/generated from operating activities (306.50) 746.79 570.94
We experienced negative cash flows from operating activities during Fiscal 2025 which were primarily
attributable to an increase in (i) our trade receivables; (ii) inventories; and (iii) other current assets. Our trade
receivables increased by 116.00% from ₹443.65 million as at March 31, 2024 to ₹958.29 million as at March
31, 2025, primarily on account of consolidation of trade receivables of the Acquired Businesses on account
of the Recent Acquisitions during Fiscal 2025. Further, our inventories increased by 170.48% from ₹355.69
million as at March 31, 2024 to ₹962.08 million as at March 31, 2025, primarily due to the Recent
Acquisitions; Further, there was a corresponding increase in our inventory days from 61 days as at March 31,
2024 to 85 days as at March 31, 2025, which was also attributable to consolidation of our distribution channels
triggered by the Recent Acquisitions. Further, the increase in trade receivables and inventories resulted in an
increase in our working capital days from 139 days during Fiscal 2024 to 168 days during Fiscal 2025. For
further details, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operation—Cash Flows based on Restated Consolidated Financial Information—Fiscal 2025” on page 379,
“Management’s Discussion and Analysis of Financial Condition and Results of Operation—Selected
Restated Statement of Assets and Liabilities—Current Assets—Inventories” on page 378 and “Management’s
Discussion and Analysis of Financial Condition and Results of Operation—Selected Restated Assets and
Liabilities—Current Assets—Trade Receivables” on page 378. Negative cash flows from operating activities
over extended periods, or negative cash flows in the short term, could materially affect our working capital
requirements, our ability to operate our business and implement our growth plans. We cannot assure you that
36we will not experience negative cash flows from operating activities in the future, which could adversely
affect our business, results of operations and financial condition.
9. We enter into certain related party transactions in the ordinary course of our business, which aggregated
to 102.40%, 39.01% and 41.43% of our total revenue from operations in Fiscals 2025, 2024 and 2023, and
we cannot assure you that such transactions will not adversely affect our results of operations and
financial condition.
We have in the past entered into certain transactions with related parties, including our Directors, our Key
Managerial Personnel and their relatives, our Senior Management, our Promoters and members of our
Promoter Group and our Subsidiaries, in the ordinary course of our business and may continue to enter into
related party transactions in the future. Our related party transactions include transactions with our Directors,
our Key Managerial Personnel and their relatives, our Senior Management, our Promoters and members of
our Promoter Group and our Subsidiaries which primarily relate to unsecured loan given, rent, interest
expenses on unsecured loan, salaries, director remuneration, reimbursement of expenses, trademark license
fee, interest received, sale of goods. Additionally, in Fiscal 2025 we have had related party transactions with
persons and entities related to the Acquired Businesses, including sale and purchase of products. For details
of our related party transactions, see Note 42 to the Restated Consolidated Financial Information included in
“Restated Consolidated Financial Information” and “Offer Document Summary—Summary of related party
transactions” on pages 309 and 19 respectively.
Set forth below are the details of our aggregate related party transactions (excluding related party transactions
eliminated during the year), for the periods indicated.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount %* Amount %* Amount %*
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Aggregate of Related party 2,910.44 102.40 864.82 39.01 1,091.96 41.43
transactions
_________
* Percentage of total revenue from operations.
For details of our related party transactions, see Note 42 to the Restated Consolidated Financial Information
included in “Restated Consolidated Financial Information” on page 309.
The transactions we have entered into have involved, and any future transactions with our related parties
could potentially involve, conflicts of interest. While we believe that all such transactions have been
conducted on an arm’s length basis, we cannot assure you that we could not have obtained more favorable
terms had such transactions been entered into with unrelated parties. All related party transactions that we
may enter into post-listing, including certain transactions entered into by our Company with, or involving,
certain Subsidiaries, will be subject to an approval by our Audit Committee, our Board or our Shareholders,
as required under the provisions of the Companies Act and the SEBI Listing Regulations. Related party
transactions that our Company enters into in the future may involve conflicts of interest, which may be
detrimental to the interest of our Company and we cannot assure you that such transactions, individually or
in the aggregate, will always be in the best interests of our minority Shareholders and will not adversely affect
our business, results of operations and financial condition.
10. We do not operate any manufacturing facilities and our dependence on contract manufacturers for all our
products subjects us to risks which, if realized, could materially and adversely affect our business, results
of operations and financial condition.
We do not operate any manufacturing facilities and operate our business and operations on a contract
manufacturing model. We outsource the manufacturing of our products to contract manufacturers, primarily
under non-exclusive contract manufacturing agreements. Our reliance on contract manufacturers subjects us
to various risks, including:
• our designs being copied by our contract manufacturers or our competitors;
• dependence on relationships with contract manufacturers, particularly for continuity of supply of
products to us;
• dependence on quality control systems of our contract-manufacturers, resulting in increased onus on us
to supervise and monitor consistency in quality, characteristics, design specifications of our contract
manufacturers’ finished products and their use of raw materials;
• dependence on contract manufacturing facilities, which are subject to customary operational risks such
as the breakdown or failure of equipment, power supply disruption, performance below expected levels
37of output or efficiency, unavailability of raw materials and spare parts for machinery, labor disputes,
natural or man-made disasters, accidents, planned or unplanned shutdowns, and non-compliance with
relevant government regulations; and
• adverse changes in the financial or business conditions of our contract manufacturers.
We may be required to replace a contract manufacturer in the event of non-compliance with our safety and
quality standards, unfavorable price negotiation for our products, disagreements with our contract
manufacturers and inability to procure products from a contract manufacturer due to political or economic
instability in the regions in which they operate. For instance, we faced supply chain disruptions for a limited
period in 2020, primarily on account of national lockdown mandated by the Government of India between
March 23, 2020 to May 23, 2020 due to spread of COVID 19. While there was no material impact on our
product distribution and sales due to such disruptions in 2020, any such future supply chain disruptions, if
sustained for elongated period, could adversely affect our product distribution and sales.
We cannot assure you that the contract manufacturers we select will continue to meet our quality standards
and design specifications and maintain a continued and timely supply of products or that will be able to
continuously monitor the manufacturing processes used by our contract manufacturers. Through the actions
of our contract manufacturing partners, we may be exposed to claims resulting from quality control issues
including manufacturing defects or negligence in storage or handling which may lead to poor or inconsistent
quality of our products.
While we have relationships with our major contract manufacturers, such as a relationship of over 10 years
with Miga, South Korea,we cannot assure you that our contract manufacturers will perform their obligations
in a timely manner or at all in the future, which could result in delays in supply of products to our distributors
and ultimately affect our brand image and relationships with our distributors and consumers. Further,
occurrence of such events could also lead to supply chain disruptions, operational delays or sudden
discontinuation of supply of products and, further, the absence of definitive recourse in disputes.
In addition, some of our agreements with our contract manufacturers may not be adequately stamped or duly
registered. The effect of inadequate stamping is that the document is not admissible as evidence in legal
proceedings and parties to that agreement may not be able to legally enforce the agreement until a penalty for
inadequate stamping is paid. Any potential dispute due to non-compliance of local laws relating to stamp duty
and registration could adversely affect our operations.
While there has been no instance during the last three Fiscals where any of our manufacturers did not perform
their obligations in a timely manner, or at all, which had a materially affected our business, results of
operations and financial condition or where any dispute arose due to inadequate stamping or registration of
our agreements, we cannot assure you that no such instance will arise in the future. Occurrence of any of the
foregoing risks could materially and adversely affect our business, results of operations and financial
condition.
11. We depend significantly on revenue from sale of Decorative Wall Panels, which contributed to 66 .13%,
76.54%, and 66.12% of our revenue from operations for Fiscals 2025, 2024, and 2023, respectively. As a
result, our business may be materially and adversely affected if we are unable to sell our Decorative Wall
Panels as expected or if substitute products become available or gain wider market acceptance.
We are dependent on the sale of our Decorative Wall Panels for a major portion of our revenue from
operations, which exposes us to a risk of high concentration on a particular category of products. The table
below sets forth a breakdown of our revenue from sale of products across our product categories, for the
periods indicated.
Fiscals
Product 2025 2024 2023
(₹ million) (%)* (₹ million) (%)* (₹ million) (%)*
Decorative Wall Panels 1,879.57 66.13 1,696.80 76.54 1,742.89 66.12
Decorative Laminates 728.68 25.64 428.21 19.31 754.14 28.61
Others# 234.02 8.23 91.98 4.15 138.82 5.27
Revenue from sale of products 2,842.27 100.00 2,216.98 100.00 2,635.84 100.00
__________
* Percentage of total revenue from operations.
# Other products include interior films, adhesives and other miscellaneous products.
We expect that we will continue to be reliant on our Decorative Wall Panel category of products for a portion
of our revenue from operations in the foreseeable future. If growth in this product category decreases, or if
profit margins decline due to increased competition, pricing pressures, change in the quality specifications,
38change in our consumers’ preferences, changes in industry trends, fluctuations in the demand or supply of
our products, the invention and development of alternative products, our business, results of operations and
financial condition could be materially and adversely affected. While we have not experienced any instance
in the last three Fiscals where the sale of our Decorative Wall Panel products was affected, we cannot assure
you that such instances will not arise in the future and if such sales decline were to occur, it could materially
andadversely affect our business, results of operations and financial condition.
12. We do not own the brand name “Euro Pratik” which is crucial for our operations. Any failure to use,
protect and leverage our “Euro Pratik” brand could materially and adversely affect our competitive
position, business, results of operations and financial condition.
We depend on our brand “Euro Pratik” and its brand equity for the success of our business and operations.
The brand name “Euro Pratik: An Opus of Products” (the “Euro Pratik Mark”), which is a part of our
corporate name, is registered in the name of one of our Promoters, Pratik Gunvantraj Singhvi (“Registered
Proprietor”). We are permitted to use the Euro Pratik Mark pursuant to a registered user agreement dated
September 2, 2024 entered into by us with Pratik Gunvantraj Singhvi (the “Registered User Agreement”)
in consideration for a one-time non-refundable fee of ₹0.10 million. See, “Our Business—Intellectual
Property” and “History and Certain Corporate Matters—Material Agreements—Registered user agreement
dated September 2, 2024 between our Company and one of our Promoters, Pratik Gunvantraj Singhvi” on
pages 204 and 225, respectively.
Under the terms of the Registered User Agreement, our Company and our Subsidiaries have been granted an
exclusive, royalty-free and perpetual license to use the Euro Pratik Mark globally. However, the Registered
User Agreement prescribes certain conditions on our Company including, among other things (i) the
requirement of prior consultation with the Registered Proprietor for application of any other trademark which
consists the Euro Pratik Mark, (ii) the right of the Registered Proprietor to specify standards and specifications
for the use of the Euro Pratik Mark on our products, (iii) to cease the use of the Euro Pratik Mark on non-
conforming products until such non-conformity is rectified and the Registered Proprietor provides an express
approval in writing, and (iv) termination in the event of misuse, passing off, unauthorized use, contravention,
mixing and disparagement of the Euro Pratik Mark.
The permission to use the trademarks associated with our “Euro Pratik”brand are necessary for our business
and operations along with the entire worldwide rights, title and interest therein. We cannot assure you that
we will be able to satisfy the conditions set forth in the Registered User Agreement for use of the Euro Pratik
Mark in the manner stipulated therein or at all. Further, we may be unable to protect the Euro Pratik Mark in
the manner set forth in the Registered User Agreement. Any infringement of the rights of the Registered
Proprietor or our failure to comply with the conditions for use of the Euro Pratik Mark set forth in the
Registered User Agreement could lead to a termination of the Registered User Agreement, leading to an
immediate end of our use of the Euro Pratik Mark, which could materially and adversely affect our business,
results of operations and financial condition.
13. Our Promoters, Directors, members of Promoter Group, Key Managerial Personnel and Senior
Management may venture in businesses that operate in the same line of business as ours.
Our Promoters, Directors, members of our Promoter Group, Key Managerial Personnel and Senior
Management may venture into businesses operate in the same line of business as ours. While as at the date
of this Red Herring Prospectus, our Promoters, Directors, members of Promoter Group, Key Managerial
Personnel and Senior Management are not engaged in business similar to ours or any business which has any
such conflict of interest with ours, we cannot assure you that they will not engage in such businesses in the
future. Further, if any such conflict of interest arises in the future, it could adversely affect our business,
results of operations and financial condition.
14. Uncertainty regarding the real estate, infrastructure, and other related markets could adversely affect the
demand for our products.
Our products are primarily used in residential and commercial real estate projects. Any slowdown in the real
estate and infrastructure industries and the economy in general could affect the Decorative Wall Panel and
Decorative Laminates industries. Any adverse developments in the economic outlook of these sectors could
directly affect the demand for our products. Our financial performance depends on the stability of the real
estate, infrastructure and other related sectors. Adverse conditions such as a general slowdown in the economy
affecting the purchasing power of the consumer could cause them not to invest in real estate or delay purchase
of properties. The state of the credit markets, including interest rates, mortgages, consumer credit and other
conditions beyond our control, could further adversely affect the demand for our products and could adversely
affect our business, results of operations and financial condition.
3915. Our Company will not receive any proceeds from the Offer. Further, our Promoter Selling Shareholders
and Promoter Group Selling Shareholders will receive the proceeds from the Offer for Sale (after
deducting applicable Offer-related expenses and taxes).
The Offer consists of an Offer for Sale by the Promoter Selling Shareholders and Promoter Group Selling
Shareholders. The Promoter Selling Shareholders and Promoter Group Selling Shareholders shall be entitled
to the net proceeds from the Offer for Sale, which comprise proceeds from the Offer for Sale net of Offer
expenses for the share of the Offer for Sale, and our Company will not receive any proceeds from the Offer
for Sale. See “Objects of the Offer” on page 104.
16. Our Restated Consolidated Financial Information as at and for the financial year ended March 31, 2025,
which includes the effect of the Recent Acquisitions on our financial performance and financial condition,
may not be comparable to our Restated Consolidated Financial Information in respect of prior periods.
We have undertaken certain Recent Acquisitions during Fiscal 2025, which include the acquisition of the
business of Euro Pratik Laminate LLP and Millenium Decor by our Company, the acquisition of a controlling
interest in Europratik Intex LLP, the acquisition of the business of Vougue Decor by one of our Subsidiaries,
Gloirio, and the acquisition of a controlling interest in our Step-Down Subsidiary, Euro Pratik USA, LLC, by
our Subsidiary, Euro Pratik C Corp Inc. (such businesses, together, the “Acquired Businesses”). See “Our
Business—Recent Acquisitions”, “Certain Conventions, Presentation of Financial, Industry and Market
Data—Recent Acquisitions” and “History and Certain Corporate Matters—Details regarding Material
Acquisitions or Divestments of Business/ Undertakings, Mergers, Amalgamation, any Revaluation of Assets,
etc. in the last 10 Years” on pages 180, 25 and 220, respectively, for further details in connection with Recent
Acquisitions and the Acquired Businesses.
As a result, while our Restated Consolidated Financial Information as at and for the financial year ended
March 31, 2025 convey the impact of the Recent Acquisitions and consolidate the results of operations of the
Acquired Businesses in respect of a portion of the reporting periods, our Restated Consolidated Financial
Information as at and for the financial years ended March 31, 2024 and March 31, 2023 will not be able to
convey the full impact of the Recent Acquisitions or include the results of operations of the Acquired
Businesses during those periods. As such, our Restated Consolidated Financial Information as at and for the
financial years ended March 31, 2024 and March 31, 2023 are not fully comparable with our Restated
Consolidated Financial Information as at and for the Financial Year ended March 31, 2025 and future
financial periods, and any such comparisons may not be meaningful, or may not be fully indicative of our
financial performance following the Recent Acquisitions.
Further, such limited period financial information may neither fully reflect any adjustments for potential
synergies arising from the Recent Acquisitions including employee cost, nor would it fully reflect the
complete impact that the Recent Acquisitions could have on our cash outflows once liabilities or sundry
expenses such as re-branding and relabeling costs arising from the Recent Acquisitions are accounted for in
a complete financial year. Certain liabilities and related costs may ultimately be recorded for costs associated
with the Recent Acquisitions, and there can be no assurance that any synergies will be achieved. Also see
“24—We have made strategic acquisitions or investments in order to grow our business and may continue to
enter into further acquisitions or investments that we consider necessary or desirable. Any failure to achieve
the anticipated benefits from these strategic acquisitions or investments could adversely affect our business,
results of operations and financial condition.” on page 47. Accordingly, the degree of information that the
Restated Consolidated Financial Information as at and for the financial year ended March 31, 2025 will
convey about the impact of the Recent Acquisitions on our results of operations in the future periods or our
future financial position should, therefore, be limited. Also see “Management’s Discussion and Analysis of
Financial Conditions and Results of Operations—Basis of Presentation—Recent Acquisitions”on page 368.
In addition, we have had related party transactions with persons and entities related to the Acquired
Businesses, including sale and purchase of products. In accordance with our accounting policies, intragroup
transactions, balances and unrealised gains on transactions between our consolidated entities are eliminated,
therefore, the related party transactions with the Acquired Businesses have been eliminated in the Restated
Consolidated Financial Information as at and for the financial year ended March 31, 2025 upon consolidation
of the Acquired Businesses in that period. For details of our related party transactions and details of the
transactions eliminated on consolidation, see Note 42 to the Restated Consolidated Financial Information
included in “Restated Consolidated Financial Information” on page 309.
17. Our operations involve engagement with counterparties in countries such as South Korea, China, the
United States, Romania, Turkey, Indonesia and Portugal due to our contract manufacturing operations.
Adverse developments in markets outside India or in India’s trade policy could increase our import costs,
cause supply disruptions, cause delays in deliveries, reduce profit margins, and limit product availability,
which in turn could adversely affect our business and results of operations.
40Our operations involve engagement with counterparties in countries such as South Korea, China, the United
States, Romania, Turkey, Indonesia and Portugal due to our contract manufacturing operations. Set forth
below is the cost of products purchased from geographies outside India, for the periods indicated.
Particulars Fiscals
2025 2024 2023
Amount %* Amount % * Amount % *
(₹ million) (%) (₹ million) (%) (₹ million) (%)
South Korea 506.11 17.81 842.32 38.01 967.62 36.71
China 635.96 22.38 242.32 10.93 522.58 19.83
United States - - 6.05 0.27 8.86 0.34
Romania - - - - 1.47 0.06
Vietnam 7.95 0.28
Turkey - - - - - -
Indonesia - - - - 2.10 0.08
Portugal - - - - 0.15 0.01
__________
*Percentage of total revenue from operations
Our contract-manufacturing operations are dependent upon the policies of the governments of the exporting
countries and any changes to of these countries’ trade policies vis-à-vis India could adversely affect the supply
of our products. Our business could also be affected by any regulatory development or change in the GoI’s
policies on imports and other forms of import restrictions from the countries in which our contract
manufacturers operate. In the event there are restrictions imposed by the GoI on the import of products from
South Korea, China, the United States, Romania, Turkey, Indonesia or Portugal for any reason, our supply of
products could be reduced which could disrupt our business operations and adversely affect our sales and
revenue from operations. Any change in law or applicable governmental policies relating to imports, changes
in international geo-political situations, or international trade restrictions could adversely affect our ability to
deliver products to our distributors.
Additionally, we operate Subsidiaries in the United States and the UAE and a Step-Down Subsidiary in
Europe. See “History and Certain Corporate Matters—Subsidiaries” on page 221. The table below sets forth
the details of our revenue for the periods indicated from our Subsidiaries, for the periods indicated.
Fiscals
2025 2024 2023
Subsidiary
Amount % * Amount % * Amount % *
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Gloirio Decor Private Limited 860.84 30.29 - - - -
Europratik Intex LLP 32.82 1.15 - - - -
Euro Pratik Trade FZCO, UAE 46.22 1.63 - - - -
Euro Pratik C Corp Inc. - - - - - -
Euro Pratik USA, LLC 26.95 0.95 - - - -
Euro Pratik EU d.o.o., Croatia - - - - - -
________
* Percentage of total revenue from operations
Each of the countries in which our Subsidiaries operate have distinct regulatory systems and we may be
subject to risks arising from, among other things:
• the distinct legal and operational environments in these jurisdictions, including with respect to
repatriation of our profits or repayment of our advances and interest thereon;
• changes in laws, regulatory requirements and enforcement of agreements;
• potential damage to our brand equity and reputation due to non-compliance with local laws, including
requirements to provide information to local authorities;
• challenges caused by language and cultural differences;
• health and security threats or the outbreak of an infectious disease such as COVID-19;
• pricing pressures and fluctuations in the demand for, or supply of, our products;
• fluctuations in currency exchange rates and higher costs associated with doing business in different
markets;
• acts of war or terrorism in one or more of the countries in which we operate;
41• potential difficulties with respect to protection of our intellectual property rights which may result in
infringement by others of our intellectual property rights;
• political, social or economic instability or turbulence in one or more of the countries in which we operate;
• difficulties in managing global operations and legal compliance costs associated with multiple
international locations; and
• exposure to local banking, currency control and other financial-related risks.
While we have not experienced any challenges in procuring products from our contract-manufacturers
situated outside India in the last three Fiscals including due to the aforementioned factors, we cannot assure
you that we will not experience any such challenges in the future or that we will be successful in identifying
alternate manufacturers in India or elsewhere on favorable terms in a timely manner, or at all.
Furthermore, in Fiscal 2024, we also began exporting our products to over six countries across Asia and
Europe and are actively sourcing and delivering products in Singapore, UAE, Australia, Bangladesh, Burkina
Faso and Nepal. The growth in size or scope of our business, expansion of our footprint in markets in which
we currently operate and entry into new markets will also expose us to regulatory regimes with which we
have no prior direct experience and could lead to us becoming subject to additional or different laws and
regulations. Our failure to react to such situations or to successfully introduce new products in these markets
could adversely affect our business, results of operations and financial condition.
18. Failure to promote or develop the “Euro Pratik” and “Gloirio” brands could materially and adversely
affect our business performance and brand perception.
We sell all our products under the “Euro Pratik” brand and brand recognition is integral to the growth and
success of our business. Further, our Subsidiary Gloirio is dependent on the recognition and brand-value of
the “Gloirio”brand. Our success depends on, among other things, market recognition and acceptance of the
“Euro Pratik” and “Gloirio” brands and the culture and lifestyle associated with the brands, as well as our
ability to develop, maintain and enhance the value and perception of the “Euro Pratik” and “Gloirio” brands.
To promote the “Euro Pratik” and “Gloirio” brands, we focus on a variety of promotional and marketing
activities. To this end, we have also engaged Hrithik Roshan, an established actor, as the brand ambassador
for the products under the “Euro Pratik” brand since November 1, 2019. Further, our association with Hrithik
Roshan has been extended for a period of three years from January 1, 2025 to December 31, 2027. In similar
vein, our Subsidiary, Gloirio, has engaged Kareena Kapoor Khan an established actress, as the brand
ambassador for the products offered under the “Gloirio” brand since September 1, 2022. Gloirio’s association
with Kareena Kapoor Khan has also been extended for a further period of twenty-eight months, from
September 1, 2024 to December 31, 2026 (together, our “Brand Ambassadors”).
Particulars Advertisement and business promotion expenses
Fiscal
2025 2024 2023
Amount % * %# Amount % * %# Amount % * %#
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Advertisement and 26.76 0.94 1.39 7.86 0.35 0.54 21.95 0.83 1.17
publicity expenses
Samples design and 14.32 0.50 0.75 11.68 0.53 0.81 12.91 0.49 0.69
display charges
Brand endorsement fees 11.50 0.40 0.60 12.00 0.54 0.83 9.38 0.36 0.50
Business promotion 7.46 0.26 0.39 2.14 0.10 0.15 4.90 0.19 0.26
expenses
Total 60.04 2.11 3.11 33.68 1.52 2.32 49.14 1.86 2.61
________
* Percentage of total revenue from operations
# Percentage of total expenses
Our brand image may be negatively impacted due to factors such as our ability to provide better quality
products to our consumers, successfully conduct marketing and promotional activities, manage relationships
with and among our business partners, contract manufacturers and distributors and manage complaints and
events of negative publicity. Any actual or perceived deterioration of our product quality, which is based on
an array of factors including consumer satisfaction, rate of complaints or rate of accidents, could subject us
to damages such as loss of important distributors and business partners. Any negative publicity against us,
our products, operations, directors, senior management, promoters, employees, business partners or our peers
could adversely affect the consumer perception of the “Euro Pratik” and “Gloirio” brands and can cause
damage to our reputation and result in decreased demand for our products. Since “Euro Pratik” and “Gloirio”
are consumer facing brands, any negative publicity about us or our brands, whether as a result of our own or
42our third-party service providers’ actual or alleged conduct, complaints or negative reviews by consumers,
alleged misconduct, unethical business practices, safety breaches or other improper activities, or rumors
relating to our business, directors, officers, employees or shareholders, could harm our reputation, business,
and results of operations. These allegations, even if not proved, may lead to inquiries, investigations or other
legal actions against us which could cause us to incur costs to defend ourselves. For instance, we received a
notice in May 2024 from one of our consumers in relation to the quality of our products. However, no legal
proceedings were initiated and we did not experience any material financial impact arising from this notice.
Additionally, we rely on our relationship with our Brand Ambassadors to promote the “Euro Pratik” and
“Gloirio” brands. Any negative publicity involving our Brand Ambassadors or any of the products they
promote and endorse could also adversely affect the reputation of the “Euro Pratik” and “Gloirio” brands.
Further, in the event we are unable to continue our association or relationship with our Brand Ambassadors,
it could lead to an immediate end to our use of their image and position to further promote our brands and
there can be no assurance that we will be able to find alternative brand ambassadors on terms favorable to us,
within our expected timelines or with the same appeal and reach to promote our products and brands.
While we have not experienced any such major negative publicity in the last three Fiscals which materially
affected our business, we cannot assure you that we will not face any negative publicity going forward as our
business expands. The “Euro Pratik” and “Gloirio” brands and reputation could also be adversely affected
by duplicates or counterfeits passing-off their products under the same brand name as ours or which copy the
“Euro Pratik” and “Gloirio” brands without permission. We have in the past observed instances wherein
other competitors in the market have copied our designs and products and any sale of such copies or duplicate
products if perceived to be associated with our brands could adversely affect our reputation with distributors,
consumers and in the industry at large. Also see “—We do not own the brand name “Euro Pratik” which is
crucial for our operations. Any failure to use, protect and leverage our “Euro Pratik” brand could materially
and adversely affect our competitive position, business, results of operations and financial condition.”
Any impact on our ability to continue to promote the “Euro Pratik” and “Gloirio” brands or any damage to
the “Euro Pratik” and “Gloirio” brand image could materially and adversely affect our business, results of
operations and financial condition. Further, if we are unable to promote the “Euro Pratik” and “Gloirio”
brand image and protect our corporate reputation, we may not be able to maintain and grow our consumer,
distributor and business partner base, and our business and growth prospects could be materially and
adversely affected.
19. We do not have any intellectual property protection for a majority of the designs used in our products. Any
failure to protect and use our designs and other intellectual property rights could adversely affect our
competitive position, business, financial condition and results of operations.
As at March 31, 2025, we offered our consumers 30 product varieties and over 3,000 designs (Source:
Technopak Report). However, we have not obtained any intellectual property protection for a majority of the
designs used in our products. As at the date of this Red Herring Prospectus, we have obtained design
registrations for a total of 14 designs used in our products, which were registered in the name of our Promoter,
Jai Gunvantraj Singhvi. Our Company entered into a deed of assignment dated October 30, 2024, with Jai
Gunvantraj Singhvi to transfer of rights, title and interest in the 14 designs used in our products to our
Company. See, “Our Business—Intellectual Property” and “History and Certain Corporate Matters—
Material Agreements” on pages 204 and 225, respectively.
Apart from these 14 designs, our Company has not obtained any form of protection for the designs used in
our products. Further, under our agreements with our contract manufacturers, we do not have non-compete,
non-disclosure or exclusivity clauses, which exposes us to the risk of our contract manufacturers, copying
our designs or supplying them to our competitors. Failure to have adequate protection for our designs makes
our designs susceptible to being supplied to our competitors or being copied by our competitors. We have in
the past experienced and witnessed instances wherein our designs have been copied in the Decorative Wall
Panel and Decorative Laminates industries. Failure to get appropriate protection under the applicable design
laws could result in widespread dissemination and copying of our designs in our competitors’ products which
could be produced in a sub-standard quality and be confused by consumers as being attributable to our brand.
For instance, we have, in the past, been unable to obtain trademark registration for our “Louver” range of
products due to the term being general in nature.
Further, we do not have comprehensive registered protection for all of our brands in all the jurisdictions in
which we operate or plan to operate. Our registered trademarks and designs could be objected to, or
challenged by, a third party, including by way of revocation or invalidity actions. In addition, there could be
potential passing-off, trademark ownership or infringement claims brought by owners of other rights,
including registered trademarks, in our marks or marks similar to ours. While we have not had any past
instances of trademark infringement in the last three Fiscals, any such claims, brand dilution or consumer
43confusion related to our brands could damage our reputation and brand identity, which could materially and
adversely affect our business, results of operations and financial condition.
The protection of our intellectual property rights may require the expenditure of financial, managerial and
operational resources. Despite our efforts to protect and enforce our intellectual property rights, unauthorized
parties may use our trademarks or similar trademarks, logos, designs, copy aspects of our website images,
features, compilation and functionality or obtain and use information that we consider as proprietary, which
could adversely affect our reputation, which could in turn adversely affect our business and results of
operations. For instance, we have in the past been engaged in and are currently involved in litigations in
relation to the infringement of our designs. Our Company is currently involved in two commercial intellectual
property suits before the Bombay High Court in relation to an alleged unauthorized and illegal infringement
of registered designs used by our Company. See, “Outstanding Litigation and Material Developments—
Litigation involving our Company—Material Civil Litigation by our Company” on page 387.
Furthermore, the process of obtaining intellectual property protection is expensive and time-consuming, and
the amount of compensation for damages can be limited. Even if issued, trademarks and design protection
may not adequately protect our intellectual property, as the legal standards relating to the validity,
enforceability and scope of protection of trademark and other intellectual property rights are applied on a
case-by-case basis and it is generally difficult to predict the results of any litigation relating to such matters.
Any litigation, whether or not it is resolved in our favor, could result in expense to us and divert the efforts
of our technical and management personnel. If any of the aforementioned risks occur, our brand image,
reputation, business, results of operations and financial condition could be adversely affected.
20. None of our Directors have any prior experience of being a director in any other listed company in India
and this may present certain potential challenges for our Company, and in the event of any material non-
compliance where our Directors are held liable and responsible, we may have to appoint new directors.
Our current Board comprises six directors which includes our Chairman and Managing Director, Pratik
Gunvantraj Singhvi, our Executive Director and Chief Financial Officer, Jai Gunvantraj Singhvi, our
Executive Director and Chief Marketing Officer (Millenium Decor division), Abhinav Sacheti, and our
Independent Directors, Dhruti Apurva Bhagalia, Mahendra Hastimal Kachhara and Manish Kailash Ramuka.
While our Directors have relevant experience in their respective fields and have been appointed in accordance
with applicable laws, not having any contemporary experience of being a director in any other listed company
in India may present certain potential challenges for our Directors, and consequently, our Company. In the
event of any material non-compliance where our Directors are held liable and responsible, we may have to
appoint new directors or replace our current Directors, which could be time-consuming and may involve
additional costs for our Company. For further details in relation to our Directors, see “Our Management” on
page 228.
21. Our operations are dependent on our market research and design activities. Our failure to derive the
desired benefits from our product development efforts or to identify or respond to evolving trends in the
Decorative Wall Panel and Decorative Laminates industries and our consumers’ preferences or
expectations could adversely affect our business, results of operations and financial condition.
The Decorative Wall Panels and Decorative Laminates Industries are highly consumer centric and consumer
preferences drive product design, innovation and development. (Source: Technopak Report) The success of
our business depends largely on our ability to anticipate and identify evolving trends in our consumers’
preferences and expectations and market demand and develop new or differentiated products in response. Our
success also depends on our ability to identify and respond to economic, social and other trends that our
consumers experience in markets where we operate. In particular, adapting to the preferences and
requirements of the different consumer demographics we cater to is critical for us to remain relevant in the
eyes of our consumers and produce a constantly evolving set of products.
We engage in, and commit effort and other resources towards, market research to aid our identification of
evolving industry trends, development of new products and creation of new designs. As at March 31, 2025,
we had a dedicated market research and design team of three employees. We also depend on the feedback
and inputs provided by our advisory panel comprising architects Yatin Dedhia and Hiral Jobalia in relation
to our designs and products. See “Our Business—Our Competitive Strengths—Staying ahead of market trends
with our merchandising capabilities and a key focus on product novelty and new designs” and “Our
Business—Product Design” on pages 183and 196, respectively.
The table below sets forth the details of the products and sub-products introduced during the periods indicated.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Q1 Q Q3 Q Total Q1 Q Q Q Total Q1 Q2 Q Q4 Total
2 4 2 3 4 3
44New products 8 14 12 7 41 2 8 9 7 26 7 5 8 7 27
and sub-
products
introduced
Our market research and design team, along with our advisory panel, provides product designs to our contract
manufacturers, who in turn are responsible for development of the products, and the costs in relation to such
product development are typically borne by the contract manufacturers. Accordingly, we do not incur any
expenditure towards product development. However, while we have not incurred any expenditure towards
product development in Fiscals 2025, 2024, and 2023 and, we cannot assure you that we will continue to pass
on the product development costs to our contract manufacturers. Our failure to pass on the product
development costs to our contract manufacturers could result in an increase in our current expenses, which
may result in an increase in the prices of our products. Our market research and design expenses are primarily
in nature of the remuneration and incentives paid to our market research and design team. The table below
sets forth the details of our market research and design expenses, for the periods indicated.
Particulars Fiscal 2025 %* Fiscal 2024 %* Fiscal 2023 %*
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Market research and designing expenses 2.13 0.11 2.14 0.15 1.20 0.06
______
* Percentage of total expenses
Further, we cannot assure you that our future product development initiatives will be able to cater to the
changing consumer and industry preferences or be successful or completed within the anticipated period or
budget. It is often difficult to estimate the time to market new products and there is a risk that we may have
to abandon a potential product that is no longer commercially viable, even after we have invested resources
in the development of such products. We have in the past expended resources in developing and launching
some products that did not perform as expected once launched, or that we failed to launch altogether.
Additionally, our ability to continue sustained market research depends on our ability to retain experienced
and skilled members of our advisory panel and our market research and design team. Any loss of such
personnel could adversely affect our research and design capabilities and we cannot assure you that we will
be able to find suitable replacements in a timely manner, or at all. Further, our newly developed or improvised
products may not achieve wide market acceptance and we may fail to achieve anticipated sales targets in a
profitable manner which could adversely affect our ability to further grow our market share. Moreover, we
cannot assure you that our existing or potential competitors will not develop products that are similar or
superior to our products.
Our failure to derive the desired benefits from our product development efforts or to identify or respond to
evolving trends in the Decorative Wall Panel and Decorative Laminates industries and our consumers’
preferences or expectations in a timely manner could adversely affect our brand image, our relationships with
our distributors and business partners, our market share and growth, which could in turn adversely affect our
business, results of operations and financial condition.
22. We may be unable to manage our growth and expansion operations or to successfully implement our
business plan and growth strategies in a timely manner or within budget estimates, which could materially
and adversely affect our business, results of operations and financial condition.
We may be unable to sustain our growth and expanded operations in the future financial periods. Further, our
business and results of operations may be adversely affected if we are unable to successfully implement our
business plans and growth strategies in a timely manner or within budget estimates. See “Our Business—Our
Strategies” on page 188 for details of our business and growth strategies.
The table below sets forth the details of growth in our revenue from operations, for the periods indicated.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount Change Amount Change Amount Change
from from prior from prior
prior Fiscal Fiscal
Fiscal
(₹ million) (₹ million) (%) (₹ million) (%)
Revenue from operations 2,842.27 28.20 2,216.98 (15.89) 2,635.84 24.38
While our revenue from operations increased by 28.20% to ₹2,842.27 million in Fiscal 2025 from ₹2,216.98
million, we faced a decline of our revenue from operations in Fiscal 2024. Our revenue from operations
decreased by 15.89% to ₹2,216.98 million in Fiscal 2024 from ₹2,635.84 million in Fiscal 2023, primarily
due to a decrease in our sales which was on account of declined focus on low margin, high-volume products
45as part of our business strategy to increase our focus on high margin products. Our revenue from operations
increased by 24.38% to ₹2,635.84 million in Fiscal 2023 from ₹2,119.15 million in Fiscal 2022, primarily
due to an increase in sale of our new products launched during Fiscal 2023 and an increase in revenue due to
expansion of our business. See “Management’s Discussion and Analysis of Financial Condition and Results
of Operations—Our Results of Operations” on page 371.
We are making investments and other decisions in connection with our long-term business strategies
including our expansion of our product portfolio as well as entry into new market segments. We also aim to
expand our geographical presence by establishing our presence in new geographies domestically as well in
international markets such as the United States, UAE and Europe. See “Our Business—Our Strategies—
Expand into new markets” on page 188. Such initiatives and enhancements may require us to make
considerable capital expenditures. Additionally, in developing our business strategy, we make certain
assumptions including, but not limited to, those related to consumer demand and preferences, competition
landscape and the economy in India and globally, however, the actual market demand and economic and
other conditions may be different from our assumptions.
We cannot assure you that our growth will continue at a rate similar to what we have experienced in the past
and that we will be able to successfully implement our business plans, or that our growth strategies will
continue to be successful and that we will be able to continue to increase our revenues. A principal component
of our strategy is to continue our pace of growth by expanding the size and scope of our business and further
expanding our distribution network and product offerings in response to increasing consumer needs.
Continuous expansion increases the challenges involved with our ability to maintain high levels of consumer
satisfaction and quality standards, develop and maintain relationships with our distributors, contract
manufacturers and other business partners. Further, such expansion could be affected by many factors,
including general political and economic conditions, geo-political landscape and government policies.
Risks that we may face in implementing our business strategies may differ from those previously experienced,
thereby exposing us to risks related to new markets, industry verticals and consumers. Such risks could
include unfamiliarity with pricing dynamics, competition and operational issues as well as our ability to retain
key management and employees. We cannot assure you that we will not experience issues such as capital
constraints and challenges in retaining and training our skilled personnel, or that we will be able to implement
management, operational and financial systems, procedures and control systems that are adequate to support
our future growth. Moreover, we may be unable to anticipate, understand and address the preferences of our
existing and prospective consumers or to understand evolving industry trends and our failure to adequately
do so could adversely affect our business. In particular, we may potentially experience product and resource
shortages in fulfilling consumer orders during peak seasons of consumption. Failure to meet consumer
demand in a timely manner or at all will adversely affect our competitive position. Any of these risks may
place us at a competitive disadvantage, limiting our growth opportunities and adversely affecting our
business, results of operations and financial condition.
If we are not successful in implementing our business plans or growth strategies in a timely manner or within
budget estimates or manage our expansion, it could adversely affect our business, results of operations and
financial condition.
23. We operate in a highly competitive industry and our failure to compete in the competitive Decorative Wall
Panel and Decorative Laminates industries could adversely affect our business, results of operations, cash
flows and financial condition.
The market for our products is highly competitive, with competition from both organized and unorganized
sectors. The market segmentation of the unorganized sector in Decorative Wall Panel was 29% of the total
market segmentation, being ₹7,109 million in Fiscal 2024, while the organized sector stood at 71%, being
₹17,071 million. (Source: Technopak Report) The competition is based on many factors, including
performance, reliability, reputation, safety record, product quality, technical ability, industry experience, past
performance, technology, price and the portfolio and quality of products. The market for Decorative Wall
Panels and Decorative Laminate Products requires constant innovation. Consumer preferences tend to drive
change in these markets, and as technology evolves sustainability continues to be a key factor to consumers.
(Source: Technopak Report.) Increased competition may lead to pricing pressures, lower sales, loss of market
share and increased inventory, which may result in longer working capital cycles and increase in downward
pricing pressures. See “Our Business—Competition” on page 204.
The markets in which we compete require constant innovation to remain competitive and we must continue
to strengthen our design innovation activities and adapt our capabilities to provide differentiated products.
Our ability to compete successfully depends on our ability to anticipate, understand and address the
preferences of our consumers and our existing and prospective customers as well as to understand evolving
industry trends, our sourcing and merchandising capabilities, innovation and technological advances, our
46ability to tailor products to our consumers’ needs, our ability to make a wider and broad-based variety of
products available across product categories and designs. Further, if the quality of our products deteriorates,
or if we are unable to provide quality products in a timely, reliable manner, our reputation and business may
suffer. Our competitors may successfully attract our distributors by matching or exceeding what we offer.
Among other things, our competitors may:
• introduce new products which could be more affordable, easily produced and a substitute for the products
we offer;
• reduce, or offer discounts on, their prices for similar products as ours;
• target the same product categories as us or develop different products that compete with our current
products;
• attract or retain a key managerial or sales personnel with relationships with a key customer or confidential
information regarding our future product pipeline and growth plans;
• harness better supply chain management or respond more quickly and effectively than we do to new or
changing opportunities, applications, technologies, standards, market trends or consumer requirements;
• possess greater economies of scale if they are larger than us and operating efficiencies; or
• possess greater financial resources than we do and may be able to devote greater resources to pricing and
promotional programs, create a wider distribution network, respond more quickly to changes in trends
or operate in more diversified geographies and product portfolios.
The markets and industries in which we operate face certain challenges including reliance on traditional
distribution systems, limited e-commerce adoption, cyclical demand linked to real estate, dependence on
imported raw materials from countries such as China, Korea, Japan and USA, competition from alternative
solutions such as decorative paints, wallpapers, increased compliance with environmental regulations and
sustainable measures, lack of technological integration, price sensitivity and competitive pressure, supply
chain and logistic challenges. (Source: Technopak Report) Also see “Industry Overview—Overview of the
Decorative Laminates Industry in India—Key Growth Drivers and Opportunities” on page 161.
We may be unable to maintain our brand recognition or compete due to an evolving market and industry
landscape, changing consumer preferences and intensified competition from both, existing market players
and new entrants and the challenges faced by the industries in which we operate. Accordingly, we may not
be able to compete with our competitors or may be required to reduce prices to remain competitive, which
may adversely affect our profit margins. The occurrence of any of the foregoing could adversely affect our
business, results of operations, cash flows and financial condition.
24. We have made strategic acquisitions or investments in order to grow our business and may continue to
enter into further acquisitions or investments that we consider necessary or desirable. Any failure to
achieve the anticipated benefits from these strategic acquisitions or investments could adversely affect our
business, results of operations and financial condition.
From time to time, we may consider opportunities to acquire or make investments in new or complementary
businesses, technologies, products, or enter into strategic alliances, that may enhance our capabilities,
complement our current products, or expand our market share. See “Our Business—Our Strategies—Integrate
our recent acquisitions and continue to expand our business through strategic inorganic growth
opportunities” on page 191. We have recently completed a series of acquisitions to further consolidate and
augment our business operations which has contributed to an increase in our scale of operations in the current
Fiscal year. Our Recent Acquisitions include the acquisition of the Acquired Businesses. See “Our Business—
Recent Acquisitions”, “Certain Conventions, Presentation of Financial, Industry and Market Data—Recent
Acquisitions” and “History and Certain Corporate Matters—Details regarding Material Acquisitions or
Divestments of Business/ Undertakings, Mergers, Amalgamation, any Revaluation of Assets, etc. in the last
10 Years” on pages 180, 25 and 220, respectively, for further details in connection with Recent Acquisitions
and the Acquired Businesses.
Our strategy for long-term growth, productivity and profitability depends in part on our ability to make
strategic investment or acquisition decisions and to realize the benefits we expect when we make those
investments or acquisitions. Investments or acquisitions involve numerous risks, including:
• problems integrating the acquired business, facilities, technologies, or products, including issues
maintaining uniform standards, procedures, controls, policies, and culture;
• unanticipated costs associated with acquisitions, investments, or strategic alliances;
• diversion of management’s attention from our existing business;
47• risks associated with entering new markets in which we may have limited or no experience;
• potential loss of key employees of acquired businesses; and
• increased legal and accounting compliance costs.
In the future, we may be unable to identify acquisitions or strategic relationships that we deem suitable. Even
if we do, we may be unable to successfully complete any such transactions on favorable terms or at all, or to
successfully integrate any acquired business, facilities, technologies or products into our business or retain
any key personnel or contract manufacturers. Furthermore, even if we complete such transactions and
integrate the newly acquired business or strategic alliance into our existing operations, we may fail to realize
the anticipated returns and/or fail to capture the expected benefits, such as strategic or operational synergies
or cost savings. The efforts required to complete and integrate these transactions could be expensive and time-
consuming and may disrupt our ongoing business and prevent management from focusing on our operations.
If we are unable to identify suitable acquisitions or strategic relationships, or if we are unable to integrate any
acquired businesses, technologies or products, or if we fail to realize anticipated returns or expected benefits,
our business, results of operations and financial condition could be adversely affected.
Also see “16—Our Restated Consolidated Financial Information as at and for the financial year ended March
31, 2025, which includes the effect of the Recent Acquisitions on our financial performance and financial
condition, may not be comparable to our Restated Consolidated Financial Information in respect of prior
periods.” on page 40.
25. Industry information included in this Red Herring Prospectus has been derived from the Technopak
Report, which was prepared by Technopak and exclusively commissioned and paid for by our Company
for the purposes of the Offer, and any reliance on information from the Technopak Report for making an
investment decision in the Offer is subject to inherent risks.
Certain sections of this Red Herring Prospectus include information that is based on or derived from the
Technopak Report, which was prepared by Technopak and exclusively commissioned and paid for by our
Company for the purposes of the Offer pursuant to a letter of authorisation dated August 20, 2024. Technopak
is not related to our Company, our Promoters, our Directors, Key Managerial Personnel, Senior Management
and the Book Running Lead Managers.A copy of the Technopak Report will be available on the Company’s
website at www.europratik.com/investors from the date of this Red Herring Prospectus until the Bid/Offer
Closing Date.
The Technopak Report is subject to various limitations and based upon certain assumptions that are subjective
in nature. Statements in the Technopak Report that involve estimates are subject to change, and actual
amounts may differ materially from those included therein. The Technopak Report uses certain selected
methodologies for market sizing and forecasting and, accordingly, investors should read the industry related
disclosure in this Red Herring Prospectus in this context. The Technopak Report is not a recommendation to
invest/disinvest in any company covered in the Technopak Report. Accordingly, prospective investors should
not place undue reliance on or base their investment decision solely on this information.
In view of the foregoing, you should consult your own advisors and undertake an independent assessment of
information in this Red Herring Prospectus based on, or derived from, the Technopak Report before making
any investment decision regarding the Offer. Also see “Certain Conventions, Use of Financial Information
and Market Data and Currency of Presentation—Industry and Market Data” and “Industry Overview” on
pages 27 and 120, respectively.
26. We do not have any exact comparable listed peers in India. Accordingly, valuation of our Company as
compared with other selected peer group companies in India, may not be comparable and could be higher
on account of certain aspects to other companies.
We operate in the Decorative Wall Panels and Decorative Laminates industries as a seller and marketer of
Decorative Wall Panels and Decorative Laminates. (Source: Technopak Report) According to the Technopak
Report, we are one of India’s leading Decorative Wall Panel brands and have established ourselves as one of
the largest organized Wall Panel brands in India with a market share of 15.87% by revenue in the organized
Decorative Wall Panels industry and our total revenue from the Decorative Wall Panels sold during Fiscal
2023 was ₹1,742.89 million (Source: Technopak Report). For further details see, “Industry Overview—
Overview of Wall Decorative Industry—Interior Decorative Wall Panels—Indian Decorative Wall Panel
Market Size by Value” on page 151.
The Decorative Wall Panels and Decorative Laminates industries in which we operate do not have any other
direct peers who have their equity shares listed on stock exchanges in India. While we have considered the
below as our peer companies on account of them catering to similar aspects and nature of the business, these
companies are not focused only on the Decorative Wall Panel and the Decorative Laminates industries and
48to that extent, their financial information and KPIs may not be directly comparable with the Company.
Additionally, there is no comparable listed company within the Decorative Wall Panels and Decorative
Laminates industries operating at a similar scale as that undertaken by the Company, resulting in its
classification as a comparable peer company. The companies such as: (i) Asian Paints Limited; (ii) Berger
Paints India Limited; and (iii) Indigo Paints Limited have been considered as comparable peers because the
Decorative Wall Panels and Decorative Laminates industries are emerging industries which face competition
from alternative materials and interior solutions such as decorative paints, wallpaper and other types of wall
finishes.
Face EPS (₹) NAV
value (per RoNW
Basic Diluted
Name of Company share) P/E
(₹ per (₹) (%)
share)
Euro Pratik Sales Limited (1) 1 7.53 7.53 22.91 NA 32.65
Listed peers(2)
Greenlam Industries Limited 1 2.68 2.68 44.17 87.54 6.07
Asian Paints Limited 1 38.25 38.25 201.84 62.64 19.16
Berger Paints India Limited 1 10.13 10.12 52.78 55.77 19.22
Indigo Paints Limited 10 29.76 29.68 216.35 40.32 13.79
____________
(1) Financial information of our Company is derived from the Restated Consolidated Financial Information as certified by M/s. C N K &
Associates LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s. Monika Jain & Co., Chartered
Accountants, firm registration number 130708W, Joint Statutory Auditors, pursuant to their certificate dated September 5, 2025.
(2) Source: Filings of the peer companies for Fiscal 2025 submitted to stock exchanges.
Notes:
1. All the financial information for listed industry peers mentioned above is on a consolidated basis.
2. P/E ratio has been computed based on the closing market price of equity shares as at July 31, 2025 divided by the diluted EPS for
year ended March 31, 2025.
3. NAV is computed as the closing net worth divided by the closing outstanding number of equity shares.
4. RoNW (%) = Net profit after tax, as restated / Net worth as restated as at period/ year end.
5. “Net worth” means the aggregate value of the paid-up share capital of the Company and all reserves created out of the profits
and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the
accumulated losses, miscellaneous expenditure not written off, as per the restated balance sheet, but does not include reserves
created out of revaluation of assets, capital reserve on account on amalgamation, write-back of depreciation as at period/year
end, as per Restated Consolidated Financial Information.
Our valuation and those of companies mentioned above may be impacted by a number of external factors
beyond our control including but not limited to actual or threatened war or terrorist activities, pandemics,
endemics, epidemics, natural disasters, political unrest, civil strife or other geopolitical uncertainty.
We cannot and do not, by providing the abovementioned information, intend to confirm, follow or provide
details of the valuation methods used and associated factors taken into consideration by such other entities in
India. Considering that our valuation may be higher than selected peer group companies and that factors taken
into consideration for arriving at the valuation of such entities may differ, investors are cautioned against
benchmarking us, our business and operations or our financial performance against such companies or placing
undue reliance on such benchmarking when making a decision to invest in our Equity Shares. See
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 346.
27. We depend on our third-party logistics and service providers for the transportation and delivery of our
products and unsatisfactory services provided by them or failure to maintain relationships with them could
disrupt our operations.
Our operations depend on the uninterrupted supply of our products. We rely on domestic and international
third-party transportation, logistics and service providers for the delivery of our products through various
forms of transport, such as sea-borne freight and road. See “Our Business—Business Process—
Transportation and Logistics” on page 199. Set forth below are our transportation charges, for the periods
indicated.
Particulars As at and for the year ended March 31,
2025 2024 2023
Amount % * %# Amount % * %# Amount %* %#
(₹ million) (%) (%) (₹ million) (%) (%) (₹ million) (%) (%)
Transportation 10.53 0.37 0.55 5.52 0.25 0.38 5.05 0.19 0.27
Charges
________
* Percentage of total revenue from operations
# Percentage of total expenses
49We do not have direct control over the day-to-day activities of our third-party logistics and service providers
and we rely on them to perform their services in accordance with the relevant arrangements. Further, the
performance of our third-party logistics and service providers may not meet our terms and conditions or
performance parameters, which could result in disruption of our supply chain. Further, we do not execute
contracts with most of our third-party logistics and service providers and our arrangements with them are
based on spot basis and at applicable spot-market rates. While such arrangements are typically subject to
renewal pursuant to mutual consent, we cannot assure you that such arrangements will continue to be
successful or be renewed, on terms that are commercially favorable to us, or at all. Additionally, if we lose
one or more of our third-party logistics and service providers, we cannot assure you that we will be able to
find new or alternative third-party logistics and service providers on terms as favorable as those which we
have with our current third-party logistics and service providers, or at all.
We cannot assure you that such third-party logistics and service providers will continue to perform their
obligations which could result in disruptions to our operations and a deterioration in our brand image. We
cannot assure you that we will not face any loss in the future on account of the unavailability of third-party
logistics and service providers. We are also vulnerable to disruptions of transportation and logistical
operations because of weather-related problems, strikes, work stoppages, inadequacies in road infrastructure
and port facilities, increase in tolls on highways and expressways, lack of or vaguely defined regulations or
other developments which could impair our ability to deliver our products to our distributors and their ability
to deliver products to our consumers in a timely manner, which could adversely affect sale of our products.
Our third-party logistics and service providers may not carry adequate insurance coverage and therefore, any
losses that may arise during the transportation process may have to be borne by us. We may be unable to
recover our losses from a defaulting third-party logistics and service provider in such a situation, especially
if we have not obtained appropriate indemnities from the third-party logistics and service provider or if the
third-party logistics and service provider becomes insolvent. We cannot assure you that we will receive
compensation for any such additional costs borne by us in a timely manner, or at all.
As part of our business model, we also work with, and rely on, third-party logistics and service providers who
provide us with relevant infrastructure, equipment and vehicles necessary for our transportation operations.
We are dependent on vehicles obtained on a rental basis from our third-party logistics and service providers
based on demand, or anticipated demand, from our distributors.
While there has been no instance of any material supply disruption in the last three Fiscals on account of the
services provided by our third-party logistics and service providers, any such interruption could adversely
affect our business, results of operations, cash flows and financial condition.
28. We are exposed to counterparty credit risk and any delay in, or non-receipt of, payments by our distributors
may adversely affect our cash flows and exert pressures on our ability to meet our working capital
requirements, which could adversely affect our business, cash flows, results of operation and financial
condition.
We are exposed to counterparty credit risk in the usual course of our business due to the nature of, and the
inherent risks involved in, dealings, agreements and arrangements with our counterparties who may delay or
fail to make payments or perform their other contractual obligations.
Most of our distributors are required to make payments to us in advance. However, we also extend credit
facilities to certain of our distributors for our products ranging from 60 days to 90 days. Consequently, we
face the risk of uncertainty regarding the receipt of these outstanding amounts. While we have not faced any
instance of credit loss during Fiscals 2025, 2024 and 2023, any such instance of credit loss in future may
adversely affect our cash flows and our financial condition, and exert pressures on our ability to meet our
working capital requirements. As a result, we have in the past, and may continue to have in the future, certain
outstanding receivables. Set forth below are our outstanding trade receivables, for the periods indicated.
Particulars As at and for the year ended March 31,
2025 2024 2023
Amount % * Amount % * Amount % *
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Trade Receivables 958.29 33.72 443.65 20.01 604.89 22.95
________
* Percentage of total revenue from operations.
Our business requires working capital. Any delay in, or non-receipt of, payments by our distributors may
adversely affect our cash flows, which may potentially result in certain cash flow mismatches. There can be
no assurance that we will not experience any cash flow mismatches in the future or that our cash flow
management measures will function properly, or at all. Such cash flow mismatches could exert pressures on
50our ability to meet our working capital requirements. Our inability to meet our working capital requirements
may adversely affect our Working Capital Days if there is a considerable difference between the holding
levels of our trade payables and our trade receivables. Set forth below are details relating to holding levels of
our inventory, trade payables, trade receivables and Working Capital Days, as at the dates and for the periods
indicated below.
As at and for the financial year ended March 31,
Particulars 2025 2024 2023
(₹ million, unless otherwise specified)
Inventory Days* 85 61 52
Trade Receivable Days* 90 86 73
Trade Payable Days* 7 9 6
Working Capital Days* 168.00 139.00 119.00
_______
Note: Working Capital Days describes the number of days it takes for us to convert our working capital into revenue and
manage cash flows. It is calculated as Inventory Days plus Trade Receivable Days minus Trade Payable Days. Inventory
Days is calculated as average inventory divided by revenue from operations multiplied by 365 days. Trade Receivable
Days is calculated as average trade receivables divided by revenue from operations multiplied by 365 days. Trade
Payable Days is calculated as average trade payables divided by purchases of stock in trade multiplied by 365 days.
The financial condition of distributors, business partners and other counterparties may be affected by the
performance of their business which may be impacted by several factors including general economic
conditions which may be beyond our control. A slowdown in the general economy or a potential credit crisis
could cause our distributors and business partners to suffer disruptions in their business or experience
financial distress, their access to the credit markets could be limited, and they could file for insolvency or
bankruptcy protection and there can be no assurance regarding the continued viability of our counterparties
or that we will accurately assess their creditworthiness. Such conditions could cause our distributors and
business partners to delay payments, request modifications of their payment terms, or default on their payment
obligations to us, all of which could increase our trade receivables. We have faced instances in the past where
we failed to collect trade receivables from our distributors and we may continue to face certain instances of
defaults in payment of our trade receivables. We filed a suit against one of our distributors in 2019 for an
amount of ₹1.66 million due to failure to make payment upon receipt of goods and we cannot assure you that
similar incidents will not arise in the future. Any delay or default in payments from our distributors could
adversely affect our cash flows and our financial condition and exert pressures on our ability to meet our
working capital requirements, which could adversely affect our business, cash flows, results of operation and
financial condition.
29. Our inability to accurately manage inventory and forecast demand for particular products in specific
markets could adversely affect our business, results of operations and financial condition.
Demand for our products is forecasted through distributor feedback and our understanding of anticipated
consumer spending and inventory levels with our distribution network. An optimal level of inventory is
important to our business as it allows us to respond to demand from distributors and to maintain a full range
of products required to sell and service consumers. See “Our Business—Business Process—Inventory
Management” on page 200.
While we aim to avoid under-stocking and over-stocking, our estimates and forecasts may not always be
accurate. If we underestimate demand or have inadequate capacity due to which we are unable to meet the
demand for our products, we may procure fewer quantities of products than required, which could result in
the loss of business. While we forecast the demand for our products and accordingly plan our product
volumes, any changes in estimates could result in surplus stock, which may not be sold in a timely manner.
Our future earnings through the sale and distribution of our products may not be realized as forecasted, due
to cancellations or modifications of firm orders or our failure to accurately prepare demand forecasts. While
no such event has occurred during the last three Fiscals, we cannot assure you that we may be able to sell our
inventory in the timely manner in the future.
Further, owing to the recent fire incident at our warehouses, our operations were disrupted and our inventory
management was affected, leading to disruption in sales, delay in supply of goods and temporary shortage of
inventory.
Additionally, we face the risk of dead inventory on account of slow-moving products. We respond to slow-
moving inventory by assessing the market and consumer response and the gross margin on our products gives
us the latitude to dispose of any slow-moving inventory. We dispose of our slow-moving inventory primarily
in two ways – first, bydisposing of the slow-moving inventory at a discounted price to our distributors, which
is still above the cost of the product, and second, returning the slow-moving inventory to our contract
51manufacturers. We disposed of slow-moving inventory of ₹20.81 million, ₹22.84 million, and ₹33.44 million
during the in Fiscals 2025, 2024, and 2023, respectively, which constituted 0.99%, 1.86%, and 1.96% of our
total purchases, respectively, in those periods. Under our arrangements with our contract manufacturers, we
do not have the right to return products on account of slow-moving inventory, however, our contract
manufacturers could do so voluntarily. Any refusal by our contract manufacturers to accept our products on
account of slow-moving inventory could adversely affect our results of operations. While our contract
manufacturers have not refused to accept products on account of slow-moving inventory during the last three
Fiscals, we cannot assure you that such an instance will not occur in the future.
Occurrence of any or all of the abovementioned factors could adversely affect our business, results of
operations and financial condition.
30. Our Registered and Corporate Office and some of our warehouses are situated on properties which we
have obtained through lease arrangements. Any non-renewal of such lease arrangements may disrupt our
operations and could adversely affect our business and results of operations.
Our Registered and Corporate Office and some of our warehouses are situated on properties that have been
obtained pursuant to lease arrangements, including certain lease arrangements entered into by us with our
Promoters, Pratik Gunvantraj Singhvi, JaiGunvantraj Singhvi, Jai Gunwantraj Singhvi HUF and Pratik
Gunwantraj Singhvi HUF and certain members of the Promoter Group and Senior Management. The table
below sets forth the details of our properties leased from our Promoters and members of Promoter Group.
S. Purpose Location Area Details of Lease Arrangements
No. (square
feet)
Company
601, 6th floor, Peninsula Leased from Dipty Pratik Singhvi, a member of the
Heights, C.D. Barfiwala Promoter Group and Pratik Gunvantraj Singhvi,
Lane, Andheri (West), Promoter
Mumbai – 400 058, Tenure: Five years
Maharashtra, India Monthly lease rent:
1,815.00
• ₹0.36 million per month (July, 2024 – June, 2025)
• ₹0.38 million per month (July, 2025 – June, 2026)
• ₹0.40 million per month (July, 2026 – June, 2027)
Registered • ₹0.42 million per month (July, 2027 – June, 2028)
and • ₹0.44 million per month (July, 2028 –June, 2029)
1.
Corporate 602, 6th floor, Peninsula Leased from Nisha Jai Singhvi, a member of the
Office Heights, C.D. Barfiwala Promoter Group and Jai Gunvantraj Singhvi,
Lane, Andheri (West), Promoter
Mumbai – 400 058, Tenure: Five years
Maharashtra, India Monthly lease rent:
1,915.00
• ₹0.40 million per month (July, 2024 – June, 2025)
• ₹0.42 million per month (July, 2025 – June, 2026)
• ₹0.44 million per month (July, 2026 – June, 2027)
• ₹0.47 million per month (July, 2027 – June, 2028)
• ₹0.49 million per month (July, 2028 –June, 2029)
Godown No. 1, 2, 3, Leased from Jai Gunwantraj Singhvi HUF, Promoter
ground, 1st, 2nd and 3rd Tenure: Five years
floor, Swagat Complex Monthly lease rent:
Phase-2, Near Lalji • ₹0.55 million per month (July, 2024 – June, 2025)
2. Warehouse* 30,000.00
Mulji Transport, • ₹0.58 million per month (July, 2025 – June, 2026)
Rahanal, Bhiwandi, • ₹0.61 million per month (July, 2026 – June, 2027)
Thane, Maharashtra, • ₹0.64 million per month (July, 2027 – June, 2028)
India
• ₹0.67 million per month (July, 2028 –June, 2029)
Godown No. 4 and 5, Leased from Pratik Singhvi Gunwantraj HUF,
Ground, First, Second, Promoter
Third Floors, M Swagat Tenure: Five years
Complex Phase 2, Near Monthly lease rent:
3. Warehouse* Lalji Mulji Transport, 20,000.00 • ₹0.37 million per month (July, 2024 – June, 2025)
Rahanal Village, • ₹0.39 million per month (July, 2025 – June, 2026)
Bhiwandi, Thane, • ₹0.41 million per month (July, 2026 – June, 2027)
Maharashtra, India • ₹0.43 million per month (July, 2027 – June, 2028)
• ₹0.45 million per month (July, 2028 –June, 2029)
Ground, First, Second, Leased from Nisha Jai Singhvi, a member of the
Third Floors, Mouji, Promoter Group
4. Warehouse 11,000.00
Rahanal Village, Tenure: Five years
Monthly lease rent:
52Bhiwandi, Thane, • ₹0.20 million per month (July, 2024 – June, 2025)
Maharashtra, India • ₹0.21 million per month (July, 2025 – June, 2026)
• ₹0.22 million per month (July, 2026 – June, 2027)
• ₹0.24 million per month (July, 2027 – June, 2028)
• ₹0.25 million per month (July, 2028 –June, 2029)
Gloirio Decor Private Limited
Building No. 3, Gala No. Leased from Pratik Gunwantraj Singhvi HUF,
1, 2, Ground, First, Promoter
Second, Third Floors, Tenure: Five years
Mouji, Rahanal Village, Monthly lease rent:
5. Warehouse Bhiwandi, Thane, 12,656.00 • ₹0.23 million per month (July, 2024 – June, 2025)
Maharashtra, 421302 • ₹0.25 million per month (July, 2025 – June, 2026)
• ₹0.26 million per month (July, 2026 – June, 2027)
• ₹0.27 million per month (July, 2027 – June, 2028)
• ₹0.28 million per month (July, 2028 –June, 2029)
Building No. 3, Gala No. Leased from Jai Gunwantraj Singhvi HUF, Promoter
3, 4, Ground, First, Tenure: Five years
Second, Third Floors, Monthly lease rent:
Mouji, Rahanal Village, • ₹0.23 million per month (July, 2024 – June, 2025)
6. Warehouse 12,656.00
Bhiwandi, Thane – 421 • ₹0.25 million per month (July, 2025 – June, 2026)
302, Maharashtra, India • ₹0.26 million per month (July, 2026 – June, 2027)
• ₹0.27 million per month (July, 2027 – June, 2028)
• ₹0.28 million per month (July, 2028 –June, 2029)
* This warehouse was affected from the fire incident that occurred on April 26, 2025. As a result, our lease payments to
the lessors under the respective lease agreements have currently been paused until the completion of repairs and
renovation while the agreements remain in force. For further details, see “—On April 26, 2025, a fire incident occurred
at our largest warehouse located in Swagat Complex, Rahanal Village, Bhiwandi, Mumbai, Maharashtra, which resulted
in, among other things, destruction of our inventories amounting to ₹335.94 million. Such accidents could adversely
affect our business, results of operations and financial condition” on page 31
See “Offer Document Summary—Summary of related party transactions”, “Our Business—Our Property”
and “Our Promoters and Promoter Group—Interest in property, land, construction of building and supply of
machinery” and on pages 19, 206 and 248, respectively.
We may be required to re-negotiate rent or other terms and conditions of our lease deeds. Further, we may
not be able to renew or extend the lease deed of our Registered and Corporate Office and our warehouses at
commercially acceptable terms, or at all and we would need to find alternative premises, which may be more
expensive and/or in a less desirable location and the relocation to the new premises could affect our
operations. Furthermore, the terms of the lease or license arrangements we enter into for our new warehouses
may limit our flexibility in operating our operations at our warehouse.
We may also be required to vacate our leased premises at short notice as prescribed in the lease deed, and we
may not be able to obtain possession of an alternate location, in a short period of time. Our ability to obtain
possession of an alternate location depends on a variety of factors that are beyond our control such as overall
economic conditions, our ability to identify such properties and competition for such properties. In addition,
properties in convenient locations or supported by quality infrastructure may command a premium, which
may exceed our budget.
In addition, while as at the date of this Red Herring Prospectus our lease or license agreements are adequately
stamped, the lease or license agreements that we may enter into in the future may not be adequately stamped
or duly registered. The effect of inadequate stamping is that the document is not admissible as evidence in
legal proceedings and parties to that agreement may not be able to legally enforce the agreement, except after
paying a penalty for inadequate stamping. Any potential dispute due to non-compliance of local laws relating
to stamp duty and registration could adversely affect our operations. While there has been no such instance
of proceedings arising due to inadequate or improper stamping of agreements entered by us in the last three
Fiscals, the occurrence of any of the above events could adversely affect our business and results of
operations.
31. We face risk associated with losses incurred by our recently acquired entity, Europratik Intex LLP, which
could adversely affect our business, results of operations and financial conditions.
Our Company acquired controlling interest in Europratik Intex LLP with a 53.00% capital contribution
through a supplementary limited liability partnership agreement dated August 12, 2024 (the “Acquisition
Date”) with the aim of further diversifying our product range, accessing a wider distributor channel and
expanding into new markets and geographies.
53See “Our Business—Recent Acquisitions” and “History and Certain Corporate Matters—Details regarding
Material Acquisitions or Divestments of Business/ Undertakings, Mergers, Amalgamation, any Revaluation
of Assets, etc. in the last 10 Years—Acquisition of controlling interest in Europratik Intex LLP” on pages 180
and 220, respectively.
Set forth below is the profit/(loss) before tax of our Europratik Intex LLP, for the periods indicated.
Subsidiary Period from April 1, Fiscal 2025 Fiscal 2024 Fiscal 2023
2024 until the
Acquisition Date
(₹ million)
Europratik (2.31) # (2.15)* 4.61$ -
Intex LLP(1)
________
Notes:
(1) Europratik Intex LLP was formed as a partnership firm on September 1, 2023, and was consequently converted into a limited liability
partnership on August 8, 2024. Our Company was admitted as a partner in Europratik Intex LLP through a supplementary limited
liability partnership agreement dated August 12, 2024.
* Our Company became a partner in Europratik Intex LLP on August 12, 2024. The loss incurred from August 12, 2024, until Fiscal
2025 was ₹2.15 million.
# Europratik Intex LLP incurred a loss of ₹2.31 million for the period commencing from April 1, 2024 until August 12, 2024. The loss of
₹2.31 million was apportioned to Amit Dhannalal Jalan, Vedant Jalan (continuing partners of the limited liability partnership) and Jai
Gunvantraj Singhvi (retiring partner of the limited liability partnership and our Promoter and Executive Director).
$ Our Company was not a partner until August 12, 2024, hence, was not eligible for share in the profit or liable for a share of loss in
Europratik Intex LLP for the period until August 12, 2024.
Our Company has incurred, and will continue to incur, costs in relation to the integration of Europratik Intex
LLP and any losses by Europratik Intex LLP could adversely affect our results of operations as we account
for it as a consolidated entity. We cannot assure you that our Europratik Intex LLP or our other Subsidiaries
will not incur losses in the future, or that such losses will not adversely affect our business, results of
operations or financial conditions. If any such events were to occur in the future, it could adversely affect our
business, results of operations, cash flows and financial condition.
32. Our Promoters are not the original promoters of our Company.
Our Promoters are not the original promoters of our Company. The initial subscribers to our Memorandum
of Association, Jitendra Lalchand Shah and Janki Shah held 9,900 and 100 equity shares of face value of ₹10
each. Out of 9,900 equity shares of face value ₹10 held by Jitendra Lalchand Shah, 4,900 equity shares of
face value ₹10 were transferred to Janki Shah on August 30, 2010 and the remaining 5,000 equity shares of
face value ₹10 were transferred to Vijay Kumar Jirawala on February 21, 2011, and 5,000 equity shares of
face value ₹10 held by Janki Shah were transferred to Rajul Kumar Jirawala on February 21, 2011. Further,
5,000 equity shares held by Vijay Kumar Jirawala were transferred to Pratik Gunvantraj Singhvi on April 10,
2017, and 5,000 equity shares held by Rajul Kumar Jirawala were transferred to Jai Gunvantraj Singhvi on
April 10, 2017. For details in relation to the initial subscription to the Memorandum of Association, see
“Capital Structure—Share Capital History of our Company—Equity Share Capital” on page 87. Also see
“Our Promoter and Promoter Group—Change in control of our Company” on page 247.
33. We are highly dependent on our Promoters, Key Managerial Personnel and Senior Management. Further,
any inability on our part to retain or recruit skilled personnel could adversely affect our business, results
of operations and financial condition.
We are highly dependent on our Promoters and our Key Managerial Personnel and Senior Management, for
setting our strategic business direction and managing our business. One of our Promoters, Pratik Gunvantraj
Singhvi, who is also our Chairman and Managing Director and one of our Promoters, Jai Gunvantraj Singhvi,
who is also our Executive Director and Chief Financial Officer, have experience of over 19 and 13 years,
respectively, in the wall decor industry. Our Promoters, Pratik Gunvantraj Singhvi and Jai Gunvantraj
Singhvi, have built the “Euro Pratik” brand and contributed to our position in the Decorative Wall Panel and
Decorative Laminates industries. They play a vital role in providing us with strategic guidance and direction.
See “Our Business—Our Competitive Strengths—Experienced Promoters and Management Team”, “Our
Management” and “Our Promoters and Promoter Group” on pages 187, 228 and 246, respectively. A loss of
the services of any of our Promoters, Pratik Gunvantraj Singhvi and Jai Gunvantraj Singhvi, could adversely
affect our business, results of operations and financial condition.
Further, our success depends to a large extent upon the continued efforts and services of our Key Managerial
Personnel and our Senior Management with industry expertise and we rely on their experience. See “Our
Management—Key Managerial Personnel of our Company” and “Our Management—Senior Management of
our Company” each on page 243. Our success also depends, in part, on key distributor relationships forged
54by them and we cannot assure you that we will be able to continue to maintain these distributor relationships,
or renew them, if we are unable to retain such members of our Key Managerial Personnel and Senior
Management, which could adversely affect our business and results of operations.
The table below sets forth the details of our permanent employees, warehouse employees (employed on a
temporary basis) and our contractual workers, as at the dates indicated.
Particulars As at March 31,
2025 2024 2023
Permanent employees 93 32 27
Warehouse Employees -(1) 40 37
Contractual workers 102 - -
Total 195 72 64
________
Note:
(1) Our Company has outsourced the management of the warehouse operations to third-party contractual workers with
effect from July 10, 2024.
Our ability to meet future business challenges depends on our ability to attract, recruit and retain experienced,
talented and skilled management professionals. Without a sufficient number of skilled employees and
management professionals, our operations and product quality could suffer. Competition for qualified
employees, management professionals and sales personnel with established distributor relationships is
intense, both in retaining our existing employees and when replacing or finding additional suitable employees.
Further, a shortage of skilled and experienced logistics professionals for our and our contract
manufacturers’/third-party logistics and service providers’ could affect our ability to meet our delivery
schedules or provide quality products, which could also affect implementation of our business plans and
growth strategies. See “Our Business—Human resources” on page 205.
The table below sets forth the attrition rate of our employees for the periods indicated.
Particulars For the financial year ended March 31,
2025 2024 2023
Attrition rate of our Key Managerial Personnel and - - -
Senior Management (%)
Attrition rate of other employees (%) 4.80 4.41 12.00
We cannot assure you that we will be able to recruit and retain qualified and capable employees in the future.
The loss of the services of our key employees or other personnel our inability to recruit or train a sufficient
number of experienced personnel or our inability to manage the attrition levels in different employee
categories could adversely affect our business and growth prospects. Further, if we cannot hire additional
qualified personnel or retain them, our ability to expand our business may be affected. As we intend to
continue to expand our operations and develop new products, we will need to continue to attract and retain
experienced management, design and sales personnel. We may also be required to increase our levels of
employee compensation more rapidly than in the past to remain competitive in attracting suitable employees.
Our inability to recruit or train a sufficient number of such personnel or our inability to manage the attrition
levels in different employee categories could adversely affect our business and results of operations.
34. We may not be able to successfully protect our technical know-how, which may result in the loss of our
competitive advantage.
We have developed a range of technical know-how relating to analyzing industry trends, consumer
preferences, design development and product development procedures. Moreover, we have access to
confidential information in our day-to-day operations. Our knowledge base has enhanced our product quality
and our ability to compete in the Decorative Wall Panel and Decorative Laminates industries and further
create a diversified set of product portfolio. Our technical know-how has been derived from the experience
of our key employees, management team, our Promoters as well as our design efforts. Any wilful or
inadvertent loss of our know-how or confidential information could affect our competitive advantage, which
in turn could adversely affect our business, results of operations, cash flows and financial condition.
Certain proprietary knowledge may be leaked, either inadvertently or willfully, at various stages of the supply
chain. Certain of our employees have access to confidential product information, amongst others, and there
can be no assurance that this information will remain confidential. Moreover, certain of our employees may
leave us and join our various competitors. Such technical know-how cannot be protected under the Indian
legal system by way of registration with competent authorities. Further, we face risks inherent in handling
and protecting the information that our business and processes generate. Third parties such as hackers, our
employees or the personnel engaged by our business partners, third-party logistics and service providers or
55distributors may misappropriate such confidential information. While we have not experienced any material
instances of breach of our technical know-how during the last three Fiscals, we cannot assure you that we
will not experience any such instances in the future.
Further, we may enter into contracts containing confidentiality clauses with contract manufacturers, there can
be no assurance that such agreements will be successful in protecting our technical knowledge. Further, our
contract manufacturers use technologies which allows them to manufacture the quality and variety of products
that we offer. If the confidential technical information in respect of our products or the technologies used by
our contract manufacturers becomes available to other parties or the public, any competitive advantage we
may have over our competitors could be harmed. If a competitor is able to reproduce or otherwise capitalize
on our technical information or the technology of our contract manufacturers, it may be difficult, expensive
or impossible for us to obtain necessary legal protection. Consequently, any leakage of our or our contract
manufacturers’ confidential technical information could adversely affect our business, results of operations,
cash flows and financial condition.
Also see “19—We do not have any intellectual property protection for a majority of the designs used in our
products. Any failure to protect and use our designs and other intellectual property rights could adversely
affect our competitive position, business, financial condition and results of operations.” on page 43.
35. There are outstanding legal proceedings involving our Company, Subsidiaries, Directors, Promoters,
KMPs and members of Senior Management. Any adverse outcome in such proceedings could adversely
affect our reputation, business, results of operations, cash flows and financial condition.
There are outstanding legal proceedings involving our Company, our Subsidiaries, our Directors and our
Promoters. These proceedings are pending at different levels of adjudication before various courts, tribunals,
enquiry officers and appellate tribunals.
Set forth below is a summary of the outstanding proceedings involving our Company, our Subsidiaries, our
Directors, our Promoters, our KMPs and our members of Senior Management in accordance with
requirements under the SEBI ICDR Regulations, as disclosed in this Red Herring Prospectus, to the extent
quantifiable.
Particulars Number of Number of Number of Number of Number of Aggregate
Criminal Tax Statutory Disciplinary Outstanding amount
Proceedings Proceedings or Actions by the Material involved(1)
Regulatory SEBI or the stock Civil
(₹ million)
Proceedings exchanges Proceedings
against our
Promoters in the
last five Financial
Years
Company
Against our Nil Nil Nil N.A. Nil Nil
Company
By our 1 N.A. N.A. N.A. 2 101.21
Company
Subsidiaries
Against our Nil Nil Nil N.A. Nil Nil
Subsidiaries
By our Nil N.A. N.A. N.A. Nil Nil
Subsidiaries
Directors(2)
Against our Nil 2 Nil N.A. Nil 2.47
Directors
By our Nil N.A. N.A. N.A. Nil Nil
Directors
Promoters
Against our Nil 2 Nil 1 Nil 0.47
Promoters
By our Nil N.A. N.A. N.A. 2 100.60
Promoters
Key Managerial Personnel(3)
Against our Nil N.A. Nil N.A. N.A. Nil
KMP
By our KMP Nil N.A. N.A. N.A. N.A. Nil
Senior Management
Against our 1 N.A. Nil N.A. N.A. Nil
56Particulars Number of Number of Number of Number of Number of Aggregate
Criminal Tax Statutory Disciplinary Outstanding amount
Proceedings Proceedings or Actions by the Material involved(1)
Regulatory SEBI or the stock Civil
(₹ million)
Proceedings exchanges Proceedings
against our
Promoters in the
last five Financial
Years
Senior
Management
By our Senior Nil N.A. N.A. N.A. N.A. Nil
Management
_________
(1) To the extent ascertainable.
(2) Excluding Directors who are also our Promoters.
Further, our Company has also been involved in a criminal proceeding where though our Company is not a
party to the FIR, it had received a notice from West Region Cyber Police Station, Crime Branch, Criminal
Investigation Department, Mumbai to provide certain documents in relation to its dealing with an organisation.
Our Company filed a reply to the notice on October 6, 2024. For further details, see “Outstanding Litigation
and Material Developments—Criminal proceedings involving our Company—Other matters” on page 387.
Such proceedings could divert management time and attention and consume financial resources in their
defence. We cannot assure you that these legal proceedings will be decided in our favor. Furthermore, an
adverse judgment in some of these proceedings could adversely affect our business, results of operations and
financial condition.
For further details, see “Outstanding Litigation and Material Developments”beginning on page 386.
36. Our Step-Down Subsidiary, Euro Pratik USA, LLC, and another consolidated entity, Euro Pratik Intex
LLP, have obtained unsecured loans from members of our Promoter Group and other third partes, which
may be recalled at any time. As at July 31, 2025, such loans amounted to ₹₹48.92 million. We may not
have adequate funds to make timely payments or at all and our inability to obtain further financing or
meet our obligations could adversely affect our cash flows, financial condition, business and results of
operations.
Our Step-Down Subsidiary, Euro Pratik USA, LLC, and another consolidated entity, Euro Pratik Intex LLP,
have obtained unsecured loans from members of our Promoter Group and other third partes. As at July 31,
2025, such loans amounted to ₹48.92 million. Other than these loans, we have not entered into any loan
arrangements as at the date of this Red Herring Prospectus. These loans may be recalled at any time and are
repayable at the notice of one day. We cannot assure you that such parties will not recall the outstanding
amount (in part, or in full) at any time. For details in relation to our indebtedness as at July 31, 2025, see
“Financial Indebtedness” on page 345. Also see Note 42 to our Restated Consolidated Financial Information
included in “Restated Consolidated Financial Information” on page 309.
Our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to manage
our business operations and generate sufficient cash flows to service such debt, and we may not have adequate
funds to make timely payments, or at all. In the event our lenders seek repayment of such unsecured loans,
we may be required to find alternative sources of financing which may not be available on commercially
reasonable terms, or at all. Any additional indebtedness we incur may have consequences, including, without
limitation, requiring us to use a portion of our cash flow from operations and other available cash to service
our indebtedness, thereby reducing the funds available for other purposes, including acquisitions and strategic
investments; reducing our flexibility in planning for or reacting to changes in our business, competition
pressures and market conditions; and limiting our ability to obtain additional financing for working capital or
other general corporate and other purposes. Such financing arrangements may include conditions that require
us to obtain respective lenders’ consent prior to carrying out certain activities and entering into certain
transactions. Failure to meet these conditions or obtain these consents could have consequences on our
business and operations. These covenants vary depending on the requirements of the lenders extending such
loan and the conditions negotiated under each financing agreement.
While we have not faced any material instances of difficulties to obtain further financing or had any breach
of covenants of our financing agreements during the last three Fiscals, we cannot assure you that such
instances will not occur in the future. Any failure to service such indebtedness or discharging any obligations
thereunder could adversely affect our cash flows, financial condition, business and results of operations.
37. Our Promoters, our Directors, our Key Managerial Personnel and Senior Management have interests in
our business other than the reimbursement of expenses incurred or normal remuneration or benefits.
57In addition to payment of remuneration, we have entered into related party transactions with our Promoters,
our Directors and our Key Managerial Personnel for unsecured loan given, rent, interest expenses on
unsecured loan, salaries, director remuneration, reimbursement of expenses, trademark license fee, interest
received and sale of goods. See Note 42 to our Restated Consolidated Financial Information included in
“Restated Consolidated Financial Information”, “Offer Document Summary—Summary of related party
transactions”and “9—We enter into certain related party transactions in the ordinary course of our business
and we cannot assure you that such transactions will not adversely affect our results of operations and
financial condition” on pages 309, 19 and 37, respectively. Further, our Promoters, Directors and Senior
Management are also interested in our Company to the extent of Equity Shares held by them. Also, one of
our Promoters, Pratik Gunvantraj Singhvi is interested in our Company to the extent of consideration received
from our Company in the form of lease rent for which our Company paid an aggregate amount of ₹1.35
million in Fiscal 2025 and no amount was paid as consideration in Fiscals 2024, and 2023. See “Our
Promoters and Promoter Group—Interest in property, land, construction of building and supply of
machinery” on page 248. Further, our Registered and Corporate Office and some of our warehouses are
situated on properties that have been obtained pursuant to lease arrangements, including certain lease
arrangements entered into by us with our Promoters, Pratik Gunvantraj Singhvi, Jai Gunvantraj Singhvi, Jai
Gunwantraj Singhvi HUF and Pratik Gunwantraj Singhvi HUF and certain members of the Promoter Group
and Key Managerial Personnel. For further details, see “30–Our Registered and Corporate Office and some
of our warehouses are situated on properties which we have obtained through lease arrangements. Any non-
renewal of such lease arrangements may disrupt our operations and could adversely affect our business and
results of operations” on page 52.
In the event that any conflicts of interest arise, our Promoters, our Directors, our Key Managerial Personnel
and our Senior Management may take decisions regarding our operations, financial structure or commercial
transactions that may not be in our shareholders’ best interest. Such decisions could adversely affect our
business, results of operations and financial condition. Should we face any such conflicts in the future, we
cannot assure you that they will get resolved in our favor.
38. We had capital commitments of ₹140.50 million as at March 31, 2025, which, if materialised, could
adversely affect our financial condition.
We have certain capital commitments which, if materialised, could adversely affect our financial condition.
Set forth below is a summary of our contingent liabilities and commitments as at March 31, 2025, derived
from our Restated Consolidated Financial Information.
We do not have any contingent liabilities and, accordingly, have not paid any amount under protest.
We have a commitment to acquire 50.10% stake in Euro Pratik EU d.o.o., Croatia amounting to ₹0.14 million,
our Step-Down Subsidiary, to fund its working capital requirements, for its further business expansion. In
addition, we have an estimated amount of contracts of ₹105.11 million remaining to be executed on capital
account and not provided for (net of advances). Such estimated amount of contracts were attributable to the
commitment of our Subsidiary, Gloirio to purchase an office premise for its corporate office. Further, we
have ₹35.25 million uncalled amount on some of our investments during Fiscal 2025.
For further details regarding our contingent liabilities and commitments, see Note 44 to the Restated
Consolidated Financial Information included in “Restated Consolidated Financial Information” on page 320.
Any or all of the abovementioned capital commitments may adversely affect our results of operations, cash
flows and financial condition. Furthermore, there can be no assurance that we will not incur increased levels
of contingent liabilities in the current financial year or in the future.
39. We may be unable to obtain or renew approvals, licenses, registrations and permits to operate our business
in a timely manner, or at all.
We are required to obtain certain approvals, registrations, permissions and licenses from regulatory
authorities to carry out/ undertake our operations. These approvals, licenses, registrations and permissions
are subject to various conditions, including periodic renewal and maintenance standards. See “Government
and Other Approvals” on page 392. Further, some of our permits, licenses and approvals are subject to several
conditions and we cannot provide any assurance that we will be able to continuously meet such conditions or
be able to prove compliance with such conditions to the statutory authorities, which may lead to the
cancellation, revocation or suspension of relevant permits, licenses or approvals.
Any failure by us to apply in time, to renew, maintain or obtain the required permits, licenses or approvals,
or the cancellation, suspension or revocation of any of the permits, licenses or approvals may result in the
interruption of our operations and could adversely affect the business. Further, any actual or alleged failure
on our part to comply with the terms and conditions of such regulatory licenses and registrations could expose
58us to legal action, compliance costs or liabilities, or could affect our ability to continue to operate at the
locations or in the manner in which we have been operating thus far. Furthermore, if we fail to comply with
all applicable regulations or if the regulations governing our business or their implementation change, we
may incur increased costs, be subject to penalties or suffer a disruption in our business activities, any of which
could adversely affect our results of operations. While we did not experience any material failure to obtain or
renew approvals or licenses during the the last three Fiscals, we cannot assure you that we will not experience
any such challenges in the future.
40. Our dependence on contract labourers may expose us to risks in relation to our operations and we may be
subject to strikes, work stoppages or increased wage demands by our employees or the employees of our
sub-contractors.
As at March 31 2025, we had: (i) 195 employees out of which 93 were permanent employees; and (ii) 102
were contractual. Set forth below are certain details in relation to the contract labourers of the Company.
Particulars As at and for the financial year ended March 31, 2025
Number of contract labourers employed in our 102
warehouses
Expenses incurred towards contract labourers (₹ 21.56
million)
Brief terms of contractor agreement The contractor shall provide skilled, semi-skilled and
unskilled manpower to the Company and shall ensure that the
personnel supplied are qualified, competent and comply with
all applicable laws, regulations and company policies.
Expiry of the contractor agreement Agreement with third-party for a period of five years from
August 1, 2024 until July 31, 2029
The number of contract labourers employed by us varies from time to time based on the nature and extent of
work we are involved in. Our dependence on such contract labour may result in risks for our operations,
relating to the availability and skill of such contract labourers, as well as contingencies affecting availability
of such contract labour during periods of high demand in the labour market. There can be no assurance that
we will have adequate access to a skilled workforce at reasonable rates, or at all. As a result, we may be
required to incur additional costs to ensure continuity of our operations, primarily, at our warehouses. The
utilization of our workforce is affected by a variety of factors including our ability to forecast our distribution
schedules and contract labour requirements. The success of our operations depends on the availability of
labour and maintaining good relationships with our workforce. Shortage of skilled and unskilled personnel
or work stoppages caused by disagreements with employees could adversely affect our business and results
of operations. If we are unable to employ contract labour at reasonable costs or manage the requirements of
our workforce effectively, our business, results of operations and financial condition may be adversely
affected.
India has stringent labour legislations that protect the interests of workers. We are also subject to laws and
regulations governing relationships with employees, in areas such as minimum wage and maximum working
hours, overtime, working conditions, hiring and terminating of employees and work permits. Although our
employees are currently not unionized, there can be no assurance that they will not unionize in the future. If
our employees unionize, it may become difficult for us to maintain flexible labour policies.
While we have not experienced any disruption in our business operations due to labour unrests or disputes
with our workforce during the last five Fiscals, we cannot assure you that we will not experience any
disruptions in the future, which could adversely affect our business and results of operations and may also
divert our management’s attention and result in increased costs.
41. Our Subsidiaries have limited or no operating history, which may pose risks to their ability to successfully
execute their business strategies and generate expected financial performance in the future.
Our Subsidiaries have limited or no operating history, which may pose risks to their ability to successfully
execute their business plans and generate expected financial performance in the future. All our Subsidiaries
have been incorporated during Fiscals 2024 and 2023 and, as a result, there can be no assurance that our
Subsidiaries will be able to establish a viable or profitable business or meet their financial objectives. For
further details, see “History and other Corporate Matters—Subsidiaries” on page 221. The lack of
operational history of our Subsidiaries makes it difficult to predict their future performance, and our
Subsidiaries may encounter challenges in terms of market acceptance, scaling operations, securing customers,
or managing business risks. Any or all of these factors could materially affect the financial position and
prospects of our Subsidiaries, and in turn, affect our business and financial condition.
5942. Any disruption or failure of our technology systems could adversely affect our business and operations.
Additionally, challenges in the implementation of new technologies for our operations could be significant.
Our business is dependent on the efficient and uninterrupted operation of our technology infrastructure and
systems. For instance, we have implemented a software called Busy UC Online. See “Our Business—
Information Technology” on page 204.
Our technology infrastructure is vulnerable to interruption by events beyond our control such as fire,
earthquake, power loss, telecommunications or internet failures, terrorist attacks and computer viruses. While
there have been no instances of failures and interruptions to our IT systems during the last three Fiscals, we
cannot assure you that such instances will not occur in the future. We may also be subject to hacking or other
attacks on our IT systems, and we cannot assure you that we will be able to successfully block or prevent all
such attacks. Any breaches of our IT systems may require us to incur further expenditure on repairs or more
advanced security systems.
A system failure could adversely affect our ability to manage overall operations, thereby adversely affecting
our ability to deliver our services to our consumers, our reputation and our revenues. If such interruption is
prolonged, our business, results of operations and financial condition could be adversely affected. We cannot
assure you that our IT systems’ service providers will continue to co-operate with us and we will be able to
maintain a similar relationship with them in the future. While we have not experienced any material
disruptions involving our technology systems during the last three Fiscals, we cannot assure you that we will
not experience any such challenges in the future.
Further, we may be required to update our IT and technology to handle increased volumes, meet the demands
(or changes in preferences) of our distributors and consumers and protect against disruptions of our
operations. We may lose distributors and consumers and our business could be adversely affected if we fail
to implement and maintain our technology systems or fail to upgrade or replace our technology systems.
Moreover, implementation of new or upgraded technology may disrupt our business and operations and may
not be cost effective, which could adversely affect our business, results of operations and financial condition.
Some of our existing technologies and processes in the business may become obsolete or perform less
efficiently compared to newer and better technologies and processes in the future. Certain of our competitors
may have access to similar or superior technology or may have better adapted themselves to technological
changes. The Decorative Wall Panel and Decorative Laminates industries could also experience unexpected
disruptions from new age technology companies. The cost of upgrading or implementing new technologies,
upgrading our equipment or expanding their capacity could be significant and could adversely affect our
business, results of operations and financial condition.
43. Our insurance coverage may not be adequate to protect us against all material risks.
Our business is subject to various risks inherent in the Decorative Wall Panel and Decorative Laminates
industries such as risk of defects in products, fire, theft, riots, strikes, explosions, loss-in-transit for our
products, accidents, damage to property and equipment and natural disasters. Our insurance coverage
includes, among others, insurance of our stock and materials stored in godowns from various risks such as
theft, terrorism, fire, earthquake, landslide, etc. but excluding, among other things, floods and overflow of the
sea. See “Our Business—Insurance” on page 211.
We cannot assure you that any claim under the insurance policies maintained by us will be honored fully, in
part or on time, or that we have taken out sufficient insurance to cover all our losses. The table below sets
forth certain details in relation to our insurance coverage for the periods indicated.
Particulars As at and for the financial year ended March 31,
2025 2024 2023
Insurance claims receivable (₹ million) - - -
Insurance expenses (₹ million) 2.11 1.33 3.75
Insurance cover (₹ million) 960 330.00 250.00
Total assets (₹ million) 2,738.43 1,744.92 1,591.20
Insurance cover as a percentage of total assets (%) 35.06 18.91 15.71
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 an acceptable cost, or at all. Our Company’s total insurance coverage was ₹960.00
million as at March 31, 2025. Except for the insurance claims of ₹321.68 million submitted in relation to the
recent fire incident at our warehouses that resulted in destruction of our inventories, there are no other
insurance claims by our Company which are currently pending. For further, details please see “1–On April
26, 2025, a fire incident occurred at our largest warehouse located in Swagat Complex, Rahanal Village,
Bhiwandi, Mumbai, Maharashtra, which resulted in, among other things, destruction of our inventories
60amounting to ₹335.94 million. Such accidents could adversely affect our business, results of operations and
financial condition” on page 31.
To the extent that we suffer loss or damage, or successful assertion of one or more large claims against us for
events for which we are not insured, or for which we did not obtain or maintain insurance, or which is not
covered by insurance, exceeds our insurance coverage or where our insurance claims are rejected, the loss
would have to be borne by us and our business, results of operations, cash flows and financial condition could
be adversely affected.
44. There have been delays in payment of statutory dues, in particular by our Company and our Subsidiaries,
during Fiscals 2025, 2024, and 2023. Our inability to make timely payment of our statutory dues could
result in us paying interest on the delayed payment of statutory dues which could adversely affect our
business, our results of operations and financial condition.
Our Company, in the regular course of its operations, is required to pay certain statutory dues including the
employee state-insurance contributions, employee provident fund contributions, income tax payments, tax
deductions at source, goods and services tax, equalization levies and professional taxes. In compliance with
applicable laws, during Fiscals 2025, 2024, and 2023, we paid an aggregate amount of ₹974.21 million,
₹673.00 million, and ₹774.90 million, respectively, as statutory dues to government agencies.
Set forth below are details of statutory dues paid by our Company and its Subsidiaries, for the periods
indicated.
Period Number of Total Amount Paid Amount
Employees amount due Unpaid
covered(1) (₹ million)
Employee state insurance contributions
Fiscal 2025 11 0.16 0.16 Nil
Fiscal 2024 49 0.32 0.32 Nil
Fiscal 2023 48 0.31 0.31 Nil
Employee provident fund contributions
Fiscal 2025 29 1.44 1.44 Nil
Fiscal 2024 54 1.51 1.51 Nil
Fiscal 2023 44 1.21 1.21 Nil
Income tax
Fiscal 2025 N.A. 268.25 268.25 Nil
Fiscal 2024 N.A. 215.94 215.94 Nil
Fiscal 2023 N.A. 208.13 208.13 Nil
Tax deductions at source
Fiscal 2025 15 30.34 21.32 Nil
Fiscal 2024 10 16.20 16.20 Nil
Fiscal 2023 7 21.33 21.33 Nil
Goods and services tax
Fiscal 2025 N.A. 569.96 569.96 Nil
Fiscal 2024 N.A. 395.86 395.86 Nil
Fiscal 2023 N.A. 462.58 462.58 Nil
Professional Tax
Fiscal 2025 50 0.20 0.20 Nil
Fiscal 2024 71 0.16 0.16 Nil
Fiscal 2023 63 0.14 0.14 Nil
Import Duty
Fiscal 2025 N.A. 103.86 80.40 Nil
Fiscal 2024 N.A. 43.01 43.01 Nil
Fiscal 2023 N.A. 81.20 81.20 Nil
_________
(1) Includes the employees who exited during the Fiscal/period and for whom the statutory dues were paid.
(2) As certified by M/s. C N K & Associates LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s. Monika
Jain & Co., Chartered Accountants, firm registration number 130708W, Joint Statutory Auditors, pursuant to their certificate dated
September 5, 2025.
Except as mentioned below, there have been no delays in depositing undisputed dues, including contribution
towards provident fund, investor education and protection fund, employees’ state insurance, income tax, sales
tax, wealth tax, service tax, customs duty, excise duty, cess, goods and services tax and other material
statutory dues applicable to the Company, on a consolidated basis, for the periods indicated*.
Statutory due(s) Fiscal 2025 Fiscal 2024 Fiscal 2023
61Number of Amount Number of Amount Number of Amount
instances delayed instances delayed instances delayed
(₹ million) (₹ million) (₹ million)
Tax deductions at source 56 0.68 40 0.19 30 0.26
Profession Tax 1 Negligible - - - -
_________
*As certified by M/s. C N K & Associates LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s. Monika
Jain & Co., Chartered Accountants, firm registration number 130708W, Joint Statutory Auditors, pursuant to their certificate dated
September 5, 2025.
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.
45. We have made investments in equity and debt instruments which are subject to market risk.
We invest in certain mutual funds, debentures and equity shares of listed companiesout of our surplus funds.
We had a total of ₹80.81 million, ₹344.47 million, and ₹55.25 million, of investments in Fiscals 2025, 2024,
and 2023, respectively. The value of our investments depends on several factors beyond our control, including
the domestic and international economic and political scenario, inflationary expectations and the RBI’s
monetary policies. Additionally, investments in equity or debt instruments are subject to increased volatility
due to changes in economic conditions, market speculation, interest rate changes, epidemics such as COVID-
19 thereby exposing us to a market risk. Furthermore, we do not make any provisions for decline in the value
of our investments and thus, the occurrence of any of the abovementioned factors could affect the value of
our investments thereby adversely affecting our business, results of operations and financial condition.
46. We will continue to be controlled by our Promoters and Promoter Group after the completion of the Offer
and there may be a conflict of interest between the interests of our Promoters and Promoter Group and
other shareholders.
As at date of this Red Herring Prospectus, our Promoters and Promoter Group, collectively hold Equity Shares
constituting approximately 87.97% of the issued, subscribed and paid-up share capital of our Company, and
will hold [●]% of our Equity Share capital after the completion of the Offer. After the Offer, our Promoters
and Promoter Group will continue to exercise control or exert influence over us which will allow them to
vote together in capacity as shareholders of the Company on certain matters in general meetings of the
Company. Accordingly, the interests of our Promoters and Promoter Group, in their capacity as shareholders
of the Company, may conflict with the interests of other shareholders of the Company. Any such conflict
could adversely affect our ability to execute our business strategy or to operate our business.
47. This Red Herring Prospectus includes certain non-GAAP measures and financial and operational
performance indicators related to our operations and financial performance. The non-GAAP measures
and financial and operational performance indicators may vary from any standard methodology that is
applicable across the Decorative Wall Panel and Decorative Laminates industries and, therefore, may not
be comparable with financial or industry related statistical information of similar nomenclature computed
and presented by other companies.
Certain non-GAAP measures relating to our operations and financial performance have been included in this
Red Herring Prospectus. We compute and disclose such non-GAAP measures 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 to evaluate the operational performance of
entities in the Decorative Wall Panel and Decorative Laminates industries, many of which provide such non-
GAAP measures.
These non-GAAP measures relating to our operations and financial performance may not necessarily be
defined under, or presented in accordance with, Ind AS and may not have been derived from the Restated
Consolidated Financial Information. These non-GAAP measures may not be computed on the basis of any
standard methodology that is applicable across the industries we operate in and, therefore, may not be
comparable to financial measures of similar nomenclature that may be computed and presented by other
companies in India and other jurisdictions. Such supplemental financial and operational information is
therefore of limited utility as an analytical tool and should not be viewed as substitutes for performance or
profitability measures under Ind AS or as indicators of our operating performance, financial condition, cash
flows, liquidity or profitability. Investors are cautioned against considering such information either in
isolation, or as a substitute for an analysis, of the Restated Consolidated Financial Information.
62Further, we track certain financial and operational performance indicators (the “Key Performance
Indicators” or “KPI”). The table below sets forth the definitions of the KPIs that our Company considers as
its key financial and operational performance indicators.
Key performance Description
indicators
GAAP Metrics
Revenue from Revenue generated from the sale of our products
operations
Profit after tax Profits earned by us after deducting all our operational and non-operational expenses and
taxes
Non-GAAP Metrics
EBITDA EBITDA is defined as earnings before interest, taxes, depreciation and amortization.
EBITDA Margin EBITDA Margin is defined as our EBITDA during a given period as a percentage of revenue
from operations during that period.
Gross margin (%) or Gross Margin measures our gross profit compared to our revenues as a percentage and is
Gross Profit Margin calculated by subtracting our Cost of Goods Sold (“COGS”) from our Net Sales divided by
our revenue from operations. COGS refers to the direct costs such as cost of materials
consumed, that we incur for producing our finished goods. Net Sales refers to our total
revenue from operations after deducting any returns, allowances and discounts on our
finished goods.
Return on Equity Return on Equity or RoE is calculated by dividing our profit for the year by the average total
equity (sum of opening and closing divided by two) during that year and is expressed as a
percentage.
Return on Capital Return on Capital Employed or RoCE is calculated by dividing our EBIT (i.e., earnings
Employed before interest and taxes) during a given period by Capital Employed (i.e., sum of tangible
net worth, total debt and deferred tax liability), and is expressed as a percentage. Tangible
net worth is calculated by reducing total liabilities, intangible assets (including intangible
assets under development) and deferred tax assets (net) from the total assets).
Debt to Equity Ratio Debt to Equity Ratio is calculated by dividing our total borrowings (i.e., our total non-current
borrowings and current maturities of long term-borrowings) by our total equity (i.e., our total
assets minus our total liabilities).
Net Debt to EBITDA Net Debt to EBITDA Ratio is calculated by our net debt (i.e., our total non-current
Ratio borrowings and current maturities of long term-borrowings less cash and cash equivalents
and other bank balances (current and non-current)) divided by our operating EBITDA
Working Capital Working capital days is calculated as inventory days plus trade receivable days minus trade
Days payable days. Inventory days is calculated as average inventory divided by revenue from
operations multiplied by 365 days. Trade receivable days is calculated as average trade
receivables divided by revenue from operations multiplied by 365 days. Trade payable days
is calculated as average trade payables divided by purchases of stock in trade multiplied by
365 days
The KPIs are supplemental measures of our operational and financial performance and are not required by,
or presented in accordance with, Ind AS, Indian GAAP, IFRS or U.S. GAAP, and are prepared with internal
systems and tools that are not independently verified by any third party and which may differ from estimates
or similar metrics published by third parties due to differences in sources, methodologies, or the assumptions
on which we rely. Our internal systems and tools have a number of limitations and our methodologies for
tracking these metrics may change over time, which could result in unexpected changes to our metrics,
including the metrics we publicly disclose. If the internal systems and tools we use to track these metrics
under count or over count performance or contain algorithmic or other technical errors, the data we report
may not be accurate. While these numbers are based on what we believe to be reasonable estimates of our
measures for the applicable period of measurement, limitations or errors with respect to how we measure data
or with respect to the data that we measure may affect our understanding of certain details of our business,
which could affect our long-term strategies.
Further, there can be no assurance that our KPIs will be higher than our comparable listed industry peers in
the future. An inability to improve, maintain or compete, or any reduction in such KPIs in comparison with
the listed comparable industry peers could adversely affect the market price of the Equity Shares.
Also see, “Certain Conventions, Presentation of Financial, Industry and Market Data—non-GAAP
measures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Non-GAAP Financial Measures” on pages 25 and 348, respectively.
48. The average cost of acquisition of Equity Shares held by our Promoters and Promoter Group Selling
Shareholders may be less than the Offer Price.
The average cost of acquisition of Equity Shares for our Promoters and Promoter Group Selling Shareholders
may be lower than the Offer Price. The details of the average cost of acquisition of Equity Shares held by our
63Promoters and Promoter Group Selling Shareholders as at the date of this Red Herring Prospectus is set forth
below.
Name Number of equity shares of face value of Average cost of
₹1 each held acquisition per
Equity Share (1)
(₹)
Promoters
Pratik Gunvantraj Singhvi* 7,673,500 0.37
Jai Gunvantraj Singhvi* 7,606,303 0.38
Pratik Gunwantraj Singhvi HUF* 29,380,000 0.06
Jai Gunwantraj Singhvi HUF* 29,380,000 0.06
Promoter Group Selling Shareholders
Dipty Pratik Singhvi 7,674,000 0.06
Nisha Jai Singhvi 7,674,000 0.06
__________
* Also the Promoter Selling Shareholders
(1) As certified by M/s. C N K & Associates LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s.
Monika Jain & Co., Chartered Accountants, firm registration number 130708W, Joint Statutory Auditors, pursuant to their
certificate dated September 5, 2025.
The Offer Price is not indicative of the price at which our Company has issued the equity shares in the past
or that will prevail in the open market following listing of the Equity Shares. See “Offer Document
Summary—Average cost of acquisition of Equity Shares for the Promoters and the Selling Shareholders” on
page 21.
49. Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital
requirements, capital expenditures and restrictive covenants of our financing arrangements.
While we have not declared dividend in the current Fiscal until the date of this Red Herring Prospectus and
in the last three Fiscals, however, any dividends to be declared and paid in the future are required to be
recommended by our Company’s Board of Directors and approved by its 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 upon our future results of operations, our
dividend policy, financial condition, cash flows, sufficient profitability, working capital requirements, and
capital expenditure requirements. We cannot assure you that we will generate sufficient revenues to cover
our operating expenses and, as such, pay dividends to our Company’s shareholders in the future consistent
with our past practices, or at all. See “Dividend Policy” on page 250.
50. We have issued Equity Shares during the preceding twelve months at a price which may be below the Offer
Price.
We have, in the last 12 months prior to filing this Red Herring Prospectus, issued Equity Shares at a price
that could be lower than the Offer Price. The table below sets forth the details of Equity Shares issued by our
Company in the preceding twelve months at a price which be below the Offer Price are set out below:
Date of Number Face Issue Reason for Details of allottees
allotment of equity value price allotment
shares (₹) (₹)
allotted
Number of
S. No. Name of allottee
equity shares
1. Pratik Gunvantraj Singhvi 8,500
2. Jai Gunvantraj Singhvi 8,500
3. Pratik Gunwantraj Singhvi 9,000
HUF
4. Jai Gunwantraj Singhvi HUF 9,000
5. Dipty Pratik Singhvi 9,000
September Rights
12,965,000 1 1 6. Nisha Jai Singhvi 9,000
28, 2024 issue
7. Kulmeet Sarup Saggu 1,962,240
8. Prakash Suresh Rita 3,628,100
9. Manoj Pravinchardra Gala 3,341,940
10. Abhinav Sacheti 337,260
11. AlpeshVinaychandra Sangoi 100,000
12. Niraj Intex LLP 989,460
13. Mirage Intex LLP 1,533,000
14. Manish Gala 1,020,000
64For further details, see “Capital Structure—Notes to Capital Structure—Issue of Equity Shares at a price
lower than the Offer Price in the last one year” on page 91.
External Risks
51. Adverse macroeconomic conditions in India and globally could adversely affect our business, results of
operations and financial condition.
Our performance and the growth of our business are necessarily dependent on the health of the overall Indian
economy. Therefore, any slowdown in the Indian economy would materially and adversely affect our
business, results of operations, cash flows and financial condition. An increase in India’s trade deficit, a
downgrading in India’s sovereign debt rating or a decline in India’s foreign exchange reserves could
negatively affect interest rates and liquidity, which could adversely affect the Indian economy and affect our
ability to raise overseas financing, the interest rates and other commercial terms at which such additional
financing is available.
The Indian economy is also influenced by economic and market conditions in other countries, particularly
emerging market conditions in Asia. Further, financial turmoil in United States, United Kingdom, China and
elsewhere in the world in recent years has adversely affected, and may continue to affect, the Indian economy.
A loss of investor confidence in other emerging market economies or any worldwide financial instability
could adversely affect the Indian economy. Further, geopolitical developments in other regions of the world
including the conflict between Ukraine and Russia, recent military tensions between India and Pakistan and
the Israel-Palestine conflict may also affect our business. Moreover, a potential China-Taiwan conflict could
have adverse impacts on our consumers thereby indirectly harming our business.
Further, other factors which could adversely affect the Indian economy are scarcity of credit or other financing
in India; volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;
changes in India’s tax, trade, fiscal or monetary policies including market perceptions regarding the impact
of elections on such policies; political instability, terrorism or military conflict in India or in countries in the
region or globally; the occurrence of natural or man-made disasters; prevailing regional or global economic
conditions, including in India’s principal export markets; and other regulatory or economic developments in
or affecting India.
52. Any adverse change in India’s sovereign credit rating by an international rating agency could adversely
affect our business and results of operations.
Our borrowing costs and our access to the international debt financing will depend on India’s sovereign
ratings. India’s sovereign debt rating could be downgraded due to various factors, including changes in tax
or fiscal policy or a decline in India’s foreign exchange reserves, which are outside our Company’s control.
Any adverse revisions to India’s credit ratings by international rating agencies could adversely affect our
ratings, terms on which we are able to raise additional finances or refinance any indebtedness in the future.
This could adversely affect our business growth and financial performance, ability to obtain financing and
the price of the Equity Shares.
53. Changing regulations in India could lead to new compliance requirements that are uncertain.
The regulatory and policy environment in which we operate is evolving and is subject to change.
Unfavourable changes in or interpretations of existing, or the promulgation of new laws, rules or regulations
and policies applicable to us and our business could affect our business in general, which could lead to new
compliance requirements, including requiring us to obtain approvals and licenses from the Government and
other regulatory bodies, or impose onerous requirements. In such instances, our business, results of operations
and prospects may be adversely affected to the extent that we are unable to suitably respond to and comply
with any such changes in applicable law and policy. Additionally, our management may be required to divert
time and effort towards meeting such enhanced compliance requirements and may be unable to devote
adequate time and efforts towards our business, which could adversely affect our future business, prospects,
results of operations and financial condition.
There can be no assurance that we will be able to comply with any increased or more stringent regulatory
requirements, in part or at all. Failure to comply with such further regulatory requirements could lead to
regulatory actions, including penalties, which could adversely affect our future business, prospects, results of
operations and financial condition. Furthermore, the manner in which new requirements will be enforced or
interpreted can lead to uncertainty in our operations and could adversely affect our operations. Any changes
to such laws, including the instances mentioned below, could adversely affect our business, results of
operations and financial condition.
54. If inflation rises in India, increased costs could result in a decline in profits.
65Inflation rates in India have been volatile in recent years, and such volatility may continue. India has
experienced high inflation relative to developed countries in the recent past. In recent months, consumer and
wholesale prices in India have exhibited increased inflationary trends, as the result of crude oil prices,
international commodity prices, and domestic consumer and manufacturer prices. While the RBI has enacted
certain policy measures designed to curb inflation, these policies may not be successful. Continued high rates
of inflation may increase our expenses related to salaries or wages payable to our employees and other
expenses.
Any increase in inflation in India can increase our expenses, which we may not be able to adequately pass on
to our consumers, whether entirely or in part, and could adversely affect our business, results of operations
and financial condition. In particular, we might not be able to control the increase in our expenses related to
salaries or wages payable to our employees or increase the price of our services to pass the increase in costs
on to our consumers. In such case, our business, results of operations and financial condition may be adversely
affected.
55. Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and
IFRS, which investors may be more familiar with and may consider them material to their assessment of
our financial condition.
Our Restated Consolidated Financial Information 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 with 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 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.
56. We may be affected by competition laws, the adverse application or interpretation of which could adversely
affect our business.
The Competition Act, 2002, as amended (“Competition Act”) prohibits any anti-competitive agreement or
arrangement, understanding or action in concert between enterprises, whether formal or informal, which
causes or is likely to cause an appreciable adverse effect on competition in India. Any agreement among
competitors which directly or indirectly involves the determination of purchase or sale prices, limits or
controls production, supply, markets, technical development, investment or provision of services, shares the
market or source of production or provision of services in any manner by way of allocation of geographical
area, type of goods or services or number of consumers in the relevant market or in any other similar way or
directly or indirectly results in bid-rigging or collusive bidding is presumed to have an appreciable adverse
effect on competition.
The Competition Act also prohibits abuse of a dominant position by any enterprise. The combination
regulation (merger control) provisions under the Competition Act require acquisitions of shares, voting rights,
assets or control or mergers or amalgamations that cross the prescribed asset and turnover based thresholds
to be mandatorily notified to, and pre-approved by, the Competition Commission of India (“CCI”). The
Competition Act was amended in April 2023 and the amendment strengthens the merger control by providing
for faster timelines for merger approvals and strengthens the punishment for violations. Any breach of the
provisions of Competition Act, may attract monetary penalties.
The Competition Act aims to, among other things, prohibit all agreements and transactions, which may have
an appreciable adverse effect in India. Consequently, all agreements entered into by us could be within the
purview of the Competition Act. Further, the CCI has extra-territorial powers and can investigate any
agreements, abusive conduct or combination occurring outside of India if such agreement, conduct or
combination has an appreciable adverse effect in India. We are not currently party to any outstanding
proceedings, nor have we ever received any notice in relation to non-compliance with the Competition Act.
The applicability or interpretation of the Competition Act to any merger, amalgamation or acquisition
proposed by us, or any enforcement proceedings initiated by the CCI in future, or any adverse publicity that
may be generated due to scrutiny or prosecution by the CCI may affect our business, results of operations and
financial condition.
57. Investors may have difficulty enforcing foreign judgments against our Company or our management.
Our Company is incorporated under the laws of India as a public company limited by shares and all our
Directors are based in 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 judgments obtained against such
66parties outside India. Furthermore, it is unlikely that an Indian court would enforce foreign judgments if that
court was at the view that the amount of damages awarded was excessive or inconsistent with public policy,
or if judgments are in breach or contrary to Indian law. In addition, a party seeking to enforce a foreign
judgment in India is required to obtain approval from the RBI to execute such a judgment or to repatriate
outside India any amounts recovered.
Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the
Code of Civil Procedure, 1908 (“CPC”). India has reciprocal recognition and enforcement of judgments in
civil and commercial matters with certain countries including the United Kingdom, the UAE, Singapore and
Hong Kong. In order to be enforceable, a judgment from a jurisdiction with reciprocity must meet certain
requirements established in the CPC. The CPC only permits the enforcement and execution of monetary
decrees in the reciprocating jurisdiction, not being in the nature of any amounts payable in respect of taxes,
other charges, fines or penalties. Judgments or decrees from jurisdictions which do not have reciprocal
recognition with India, cannot be enforced by proceedings in execution in India. Therefore, a final judgment
for the payment of money rendered by any court in a non-reciprocating territory for civil liability, whether or
not predicated solely upon the general laws of the non-reciprocating territory, would not be directly
enforceable in India. The party in whose favour a final foreign judgment in a non-reciprocating territory is
rendered may bring a fresh suit in a competent court in India based on the final judgment within three years
of obtaining such final judgment. However, 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 the public policy in India.
58. A third party could be prevented from acquiring control of our Company because of anti-takeover
provisions under Indian law.
Certain provisions in Indian law may delay, deter or prevent a future takeover or change in control of our
Company, even if a change in control would result in the purchase of your Equity Shares at a premium to the
market price or would otherwise be beneficial to you. Such provisions may discourage or prevent certain
types of transactions involving actual or threatened change in control of our Company. Under the SEBI
Takeover Regulations, 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. If (i) an acquirer proposes to undertake an acquisition which would entitle him to exercise 25%
or more of the voting rights in a company; or (ii) an acquirer who already has more than 25% of the voting
rights in a company, proposes to undertake a further acquisition of more than 5% of the voting rights within
a financial year, then such acquirer is mandatorily required to make an open offer in accordance with the
SEBI Takeover Regulations. Although these provisions have been formulated to protect the interests of
investors/shareholders, these provisions may also discourage a third party from attempting to take control of
our Company due to the regulatory procedures and complexities. Consequently, even if a potential takeover
of our Company would result in the purchase of our Equity Shares at a premium to their market price or
would otherwise be beneficial to its stakeholders, it is possible that such a takeover would not be attempted
or consummated because of the SEBI Takeover Regulations potentially limiting the realization of value for
shareholders.
59. Our upcoming quarterly results may fluctuate for a variety of reasons and may not fully reflect the
underlying performance of our business. Further, our Restated Consolidated Financial Information does
not account the impact of the recent fire incident at our largest warehouse on April 26, 2025 as the incident
occurred after the latest period covered under the Restated Consolidated Financial Information i.e.,
financial year ended March 31, 2025. The impact of the recent fire incident on our business and results of
operations will be accounted for in the results in the subsequent periods.
Upon listing of the Equity Shares, our Company will be required to publish its financial results for each
quarter of the Fiscal, in accordance with the Listing Regulations. Our quarterly financial results may fluctuate
due to a variety of factors, many of which are outside of our control and, as a result, may not fully reflect the
underlying performance of our business.
Other factors that may affect our quarterly financial results also include:
• the amount and timing of operating expenses related to the maintenance and expansion of our business,
operations and infrastructure;
• general economic, political, weather, industry and market conditions;
• changes in our pricing policies or those of our competitors and manufacturers;
• changes in customer demand and preferences;
• supply chain disruptions;
67• fire, earthquake, flood and other force majeure events;
• the timing and success of new product introductions by us and our competitors; and
• any other change in the competitive dynamics of the Decorative Wall Panel and Decorative Laminates
industries, including consolidation among competitors or strategic partners.
Our quarterly operating results may therefore vary in the future, and period-to-period comparisons of our
operating results may not be meaningful. Accordingly, the results of any one quarter may not be reliable as
an indicator of future performance or growth trajectory. Unanticipated developments in a particular quarter
can affect our revenues and profitability. Further, any delay in filing these quarterly results will also result in
additional costs for us.
Further, a fire incident occurred on April 26, 2025 at our largest warehouse located in Swagat Complex,
Rahanal Village, Bhiwandi, Mumbai, Maharashtra (“Fire Incident”). Our Restated Consolidated Financial
Information included in this Red Herring Prospectus are for the financial years ended March 31, 2025, March
31, 2024 and March 31, 2023 and accordingly, do not include the impact of the Fire Incident which resulted
in destruction of our inventories amounting to ₹335.94 million and plant, property and equipment amounting
to ₹1.08 million. As a result, our Restated Consolidated Financial Information may not be fully indicative of
the impact of the Fire Incident and the impact of the Fire Incident on our financial and operational
performance will be covered in the results for the subsequent periods. See “Financial Information—Restated
Consolidated Financial Information—Note 52—Ind AS 10 Events after the reporting period” on page 338.
60. The Offer Price may not be indicative of the market price of the Equity Shares after the Offer. Further,
the current market price of some securities listed pursuant to certain previous issues managed by the Book
Running Lead Managers is below their respective issue prices. You may be unable to resell the Equity
Shares you purchase in the Offer at or above the Offer Price or at all.
The Offer Price may not be indicative of the market price for the Equity Shares after the Offer. The market
price of the Equity Shares may fluctuate as a result of, among other things, the following factors:
• quarterly variations in our results of operations;
• 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;
• changes 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 Directors, Key Managerial Personnel and Senior Management;
• a downgrade in the Government’s credit rating;
• changes in exchange rates;
• fluctuations in stock market prices and volumes; and
• general economic and stock market conditions.
In addition to the above, the current market price of securities listed pursuant to certain previous initial public
offerings managed by the Book Running Lead Manager is below their respective issue price. See “Other
Regulatory and Statutory Disclosures—Price information of past issues handled by the BRLMs” beginning
on page 403.
You may be unable to resell the Equity Shares you purchase in the Offer at or above the Offer Price or at all.
61. Investors may be subject to Indian taxes and duties arising out of capital gains on the sale of the Equity
Shares.
A securities transaction tax (“STT”) is levied on and collected by an Indian stock exchange on which equity
shares are sold. 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 Finance Act, 2020, has, among
other things, provided a number of amendments to the direct and indirect tax regime, including, without
68limitation, a simplified alternate direct tax regime and that dividend distribution tax will not be payable in
respect of dividends declared, distributed or paid by a domestic company after March 31, 2020, and
accordingly, that such dividends not be exempt in the hands of the shareholders, both resident as well as non-
resident, and that such dividends likely be subject to tax deduction at source. The Company may or may not
grant the benefit of a tax treaty (where applicable) to a non-resident shareholder for the purposes of deducting
tax at source from such dividend. Investors should consult their own tax advisors about the consequences of
investing or trading in the Equity Shares.
Further, under current Indian tax laws and regulations, unless specifically exempted, capital gains arising
from the sale of equity shares in an Indian company are generally taxable in India. Any gain realized on the
sale of our Equity Shares on a stock exchange held for more than 12 months is subject to long term capital
gains tax in India. Such long-term capital gains exceeding ₹0.1 million arising from the sale of listed equity
shares on a stock exchange are subject to tax at the rate of 12.50% (plus applicable surcharge and cess). A
STT will be levied on and collected by an Indian stock exchange on which our Equity Shares are sold. Any
gain realized on the sale of our Equity Shares held for more than 12 months by an Indian resident, which are
sold other than on a recognized stock exchange and as a result of which no STT has been paid, will be subject
to long-term capital gains tax in India. Further, any gain realized on the sale of our Equity Shares held for a
period of 12 months or less will be subject to short-term capital gains tax in India. Further, any gain realized
on the sale of listed equity shares held for a period of 12 months or less which are sold other than on a
recognized stock exchange and on which no STT has been paid, will be subject to short-term capital gains
tax at a higher rate compared to the transaction where STT has been paid in India. Capital gains arising from
the sale of our Equity Shares will be exempt from taxation in India in cases where an exemption is provided
under a treaty between India and the country of which the seller isa resident. 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. 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. Further, the Government of India has
recently introduced amendments to the Income Tax Act, vide the Finance Act, 2024. We have not fully
determined the impact of these recent and proposed laws and regulations on our business, financial condition,
future cash flows and results of operations.
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
being deemed to be in contravention of such laws and may require us to apply for additional approvals.
Further, we 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 may
materially and adversely affect our business, results of operations, cash flows and financial condition.
62. 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
Bidders and Eligible Employees are not permitted to withdraw their Bids after Bid/Offer Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to pay 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. Retail Individual Bidders and
Eligible Employees can revise their Bids during the Bid/Offer Period and withdraw their Bids until Bid/Offer
Closing Date. While our Company is required to complete all necessary formalities for listing and
commencement of trading of the Equity Shares on the Stock Exchanges within three Working Days from the
Bid/Offer Closing Date, events affecting the Bidders’ decision to invest in the Equity Shares, including
material adverse changes in international or national monetary policy, financial, political or economic
conditions, our business, results of operations or financial condition may arise between the date of submission
of the Bid and Allotment. Our Company may complete the Allotment of the Equity Shares even if such events
occur, and such events limit the Bidders’ ability to sell the Equity Shares Allotted pursuant to the Offer or
cause the trading price of the Equity Shares to decline on listing.
63. Any future issuance of Equity Shares or convertible securities or any other equity linked instruments may
dilute your shareholding and adversely affect the trading price of the Equity Shares and sales of the Equity
Shares by our major Shareholders could adversely affect the trading price of the Equity Shares.
We may be required to finance our growth, whether organic or inorganic, through future equity offerings.
Any future equity issuances by us, including a primary offering of Equity Shares, convertible securities or
securities linked to Equity Shares, may lead to the dilution of an investor’s shareholdings in us. Any future
issuances of Equity Shares or the disposal of Equity Shares by our major Shareholders or the perception that
such issuance or sales may occur, including to comply with the minimum public shareholding norms
69applicable to listed companies in India, could adversely affect the trading price of the Equity Shares, which
may lead to other adverse consequences, including difficulty in raising capital through offering of the Equity
Shares or incurring additional debt. We cannot assure you that we will not issue further Equity Shares or that
major Shareholders will not dispose of Equity Shares after the completion of the Offer (subject to compliance
with the lock-in provisions under the SEBI ICDR Regulations) or pledge or encumber their Equity Shares.
64. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse
affect 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 that it takes to undertake such conversion may reduce the net dividend to foreign investors. In addition,
any adverse movement in currency exchange rates during a delay in repatriating outside India the proceeds
from a sale of Equity Shares, 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 Equity Shareholders. For example, the
exchange rate between the Indian Rupee and the U.S. dollar has fluctuated in recent years and may continue
to fluctuate in the future, which may have an adverse affect on the trading price of our Equity Shares and
returns on our Equity Shares, independent of our operating results.
65. Upon listing of the Equity Shares, our Company may be subject to pre-emptive surveillance measures by
the Stock Exchanges, such as additional surveillance measures (ASM) and graded surveillance measures
(GSM), which are implemented in order to enhance market integrity and safeguard the interests of
investors, which could adversely affect the trading price of the Equity Shares.
The SEBI and the Stock Exchanges have implemented surveillance measures in order to enhance market
integrity and safeguard the interests of investors, such as “additional surveillance measures” (“ASM”) and
“graded surveillance measures” (“GSM”), which are applicable to securities based on certain criteria notified
by the Stock Exchanges. The criteria for placing a security under the GSM framework include a failure of the
listed entity to maintain a specified net worth, net fixed assets, market capitalization, price-to-earnings ratio,
etc. Generally, securities that exhibit price or volume variation and volatility in trading are placed under the
ASM framework. The market price of the Equity Shares may fluctuate after listing due to, among others,
broad market trends, financial performance and results of our Company post-listing, and other factors beyond
our control, which could lead to the Equity Shares and our Company being placed under the ASM or GSM
frameworks. The surveillance actions applicable to such securities which have been placed under the ASM
or GSM frameworks include monitoring of price and volume movements, shifting to the trade-to-trade
segment of the Stock Exchanges, restrictions on intraday leverage and pledging of such securities and limits
on the trading frequency of such securities. If our Company is placed under the ASM or GSM framework by
the Stock Exchanges, trading in the Equity Shares may be adversely affected. There can be no assurance that
investors will be able to sell their Equity Shares in such a scenario at or above the Offer Price or at all,
resulting in a loss of all or part of their investment.
66. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they
purchase in the Offer.
In accordance with Indian law and practice, final approval for listing and trading of the Equity Shares will
not be granted until after certain actions have been completed in relation to this Offer and until our Equity
Shares have been issued and allotted. Such approval will require the submission of all other relevant
documents authorizing the issuance of the Equity Shares. In accordance with current regulations and circulars
issued by SEBI, the Equity Shares are required to be listed on the Stock Exchanges within a prescribed time.
Accordingly, we cannot assure you that the trading in the Equity Shares will commence in a timely manner
or at all and there could be a failure or delay in listing and trading of the Equity Shares on the Stock
Exchanges, which could adversely affect your ability to sell the Equity Shares.
67. The determination of the Price Band is based on various factors and assumptions and the Offer Price of
the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer.
The determination of the Price Band is based on various factors and assumptions and will be determined by
our Company in consultation with the BRLMs. Furthermore, the Offer Price of the Equity Shares will be
determined by our Company in consultation with the BRLMs through the Book Building Process. These will
be based on numerous factors, including factors as described under “Basis for Offer Price” on page 107 and
the Offer Price determined by the Book Building Process may not be indicative of the market price for the
Equity Shares after the Offer.
The factors that could affect the market price of the Equity Shares include, among others, broad market trends,
financial performance and results of our Company post-listing, and other factors beyond our control. We
70cannot assure you that an active market will develop or sustained trading will take place in the Equity Shares
or provide any assurance regarding the price at which the Equity Shares will be traded after listing.
68. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract
foreign investors, which could 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 is not in compliance with such pricing
guidelines or reporting requirements, then a prior regulatory approval will be required. 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. Further, this conversion is subject to the shares having been held on a repatriation
basis and, either the security having been sold in compliance with the pricing guidelines or, the relevant
regulatory approval having been obtained for the sale of shares and corresponding remittance of the sale
proceeds. 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.
In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, all
investments under the foreign direct investment route by entities of a country which shares land border with
India or where the beneficial owner of the Equity Shares is situated in or is a citizen of any such country, can
only be made through the Government approval route, as prescribed in the FDI Policy dated October 15, 2020
and the FEMA Rules. Further, in the event of transfer of ownership of any existing or future foreign direct
investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the
aforesaid restriction/purview, such subsequent change in the beneficial ownership will also require approval
of the Government. See “Restrictions on Foreign Ownership of Indian Securities” on page 437.
69. The Equity Shares have never been publicly traded and the Offer may not result in an active or liquid
market for the Equity Shares. Further, the price of the Equity Shares may be volatile, and the investors
may be unable to resell the Equity Shares at or above the Offer Price, or at all
Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on the
stock exchanges may not develop or be sustained after the Offer. Listing and quotation does not guarantee
that a market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity
Shares. Our Equity Shares are expected to trade on NSE and BSE after the Offer, but there can be no assurance
that active trading in our Equity Shares will develop after the Offer, or if such trading develops that it will
continue. Investors may not be able to sell the Equity Shares at the quoted price if there is no active trading
in the Equity Shares. There has been volatility in the Indian stock markets in the recent past, and the trading
price of the Equity Shares after the Offer could fluctuate 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 the Equity Shares may be influenced by many factors, some of which are beyond our control,
including, among others:
• the failure of security analysts to cover the Equity Shares after the Offer, or changes in the estimates of
our performance by analysts;
• the activities of competitors and distributors;
• future sales of the Equity Shares by us or our Shareholders;
• investor perception of us and the industry in which we operate;
• changes in accounting standards, policies, guidance, interpretations of principles;
• our quarterly or annual earnings or those of our competitors;
• developments affecting fiscal, industrial or environmental regulations; and
• the public’s reaction to our press releases and adverse media reports.
A decrease in the market price of the Equity Shares could cause you to lose some or all of your investment.
(The remainder of this page has been intentionally left blank)
71SECTION III: INTRODUCTION
THE OFFER
The details of the Offer are summarized below.
Offer of equity shares of face value of ₹1 each(1)(2) Up to [●]equity shares of face value ₹1 each, aggregating up to
₹4,513.15million
Comprising:
Offer for Sale (2) Up to [●] equity shares of face value ₹1 each aggregating up to
₹4,513.15million
of which:
Employee Reservation Portion(6) Up to [●] equity shares of face value ₹1 each aggregating up to
₹[●] million
Net Offer Up to [●] equity shares of face value ₹1 each aggregating up to ₹
[●] million
The Net Offer consists of:
A) QIB Portion (3)(5) Not more than [●] equity shares of face value ₹1 each aggregating
up to ₹[●] million
of which:
(i) Anchor Investor Portion Up to [●]equity shares of face value ₹1each
(ii) Net QIB Portion (assuming Anchor Investor [●] equity shares of face value ₹1 each
Portion is fully subscribed)
of which:
(a) Available for allocation to Mutual Funds [●] equity shares of face value ₹1each
only (5% of the Net QIB Portion)
(b) Balance of QIB Portion for all QIBs [●] equity shares of face value ₹1 each
including Mutual Funds
B) Non-Institutional Portion(4)(5) Not less than equity shares of face value ₹1each
of which:
One-third shall be available for allocation to Bidders with [●] equity shares of face value ₹1 each
an application size between ₹200,000 to ₹1,000,000
Two-thirds shall be available for allocation to Bidders [●] equity shares of face value ₹1 each
with an application size of more than ₹1,000,000
C) Retail Portion (5) Not less than [●]equity shares of face value ₹1each
Pre and post-Offer Equity Shares
Equity Shares outstanding prior to the Offer (as at the 102,200,000 equity shares of face value ₹1 each
date of this Red Herring Prospectus)
Equity Shares outstanding after the Offer
Use of Net Proceeds Our Company will not receive any portion of the proceeds from
the Offer. For further information, see “Objects of the Offer”
beginning on page 104
__________
(1) The Offer has been authorized by our Board pursuant to a resolution adopted at its meeting held on December 13, 2024.
(2) Our Board has taken on record the consent of each of the Selling Shareholders to severally and not jointly participate in the Offer for
Sale pursuant to its resolution dated August 22, 2025. Each of the Selling Shareholders has, severally and not jointly, specifically
authorized its respective participation in the Offer for Sale to the extent of its respective portion of the Offered Shares pursuant to their
respective consent letters. The details of such authorisations are provided below:
Name of the Selling Type Aggregate amount Number of Equity Shares offered in the Offer Date of
Shareholder* of Offer for Sale for Sale consent
letter
Pratik Gunvantraj Promoter Selling Up to ₹282.54 Up to [●] equity shares of face value of ₹1 August
Singhvi Shareholder million each 22, 2025
Jai Gunvantraj Promoter Selling Up to ₹278.83 Up to [●] equity shares of face value of ₹1 August
Singhvi Shareholder million each 22, 2025
Pratik Gunwantraj Promoter Selling Up to ₹1,566.62 Up to [●] equity shares of face value of ₹1 August
Singhvi HUF Shareholder million each 22, 2025
Jai Gunwantraj Promoter Selling Up to ₹1,566.62 Up to [●] equity shares of face value of ₹1 August
Singhvi HUF Shareholder million each 22, 2025
Dipty Pratik Promoter Group Up to ₹409.27 Up to [●] equity shares of face value of ₹1 August
Singhvi Selling million each 22, 2025
Shareholder
Nisha Jai Singhvi Promoter Group Up to ₹409.27 Up to [●] equity shares of face value of ₹1 August
Selling million each 22, 2025
Shareholder
72___________
*Each of the Selling Shareholders, severally and not jointly, has specifically confirmed that its respective portion of the Offered Shares has
been held by it for a period of at least one year prior to the filing of the Draft Red Herring Prospectus and this Red Herring Prospectus with
SEBI in accordance with Regulation 8 of the SEBI ICDR Regulations or are otherwise eligible for being offered for sale in the Offer in
accordance with the provisions of the SEBI ICDR Regulations. Each of the Selling Shareholders has, severally and not jointly authorised its
respective participation in the Offer for Sale pursuant to its respective consent letters. For details on the authorizations and consents of each
of the Selling Shareholders in relation to its respective portion of Offered Shares, see “The Offer” and “Other Regulatory and Statutory
Disclosures—Authority for the Offer” on pages 72 and 396, respectively.
(3) Our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject
to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription
in the Anchor Investor Portion, the remaining Equity Shares shall be added to the 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 (other than Anchor Investors), including Mutual Funds, subject to valid Bids being
received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than as specified above, the balance Equity
Shares available for 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 “Offer Procedure” on page 418.
(4) Further, (a) one-third of the portion available to NIBs shall be reserved for applicants with application size of more than ₹200,000 and up to
₹1,000,000 and (b) two-third of the portion available to NIBs shall be reserved for applicants with application size of more than ₹1,000,000.
Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may be allocated to applicants in the
other sub-category of NIBs. The allocation to each NIB shall not be less than the applicable minimum application size, subject to availability
of Equity Shares in the Non-Institutional Portion and the remaining available 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.
(5) Allocation to Bidders in all categories, except Anchor Investors (if any), Non Institutional Bidders and Retail Individual Bidders, shall be
made on a proportionate basis subject to valid Bids received at or above the Offer Price. The allocation to each Non Institutional Bidder and
Retail Individual Bidder shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Non Institutional Portion
and the Retail Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. Allocation to Anchor
Investors shall be on a discretionary basis. For details, see “Offer Procedure” on page 418.
(6) The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed ₹500,000 (net of Employee
Discount, if any). However, the initial allocation to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹200,000 (net
of Employee Discount, if any). Only in the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be
available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹200,000 (net of Employee
Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹500,000 (net of Employee
Discount, if any). An Eligible Employee Bidding in the Employee Reservation Portion can also Bid in the Non-Institutional Portion or the
Retail Portion and such Bids will not be treated as multiple Bids. The unsubscribed portion if any, in the Employee Reservation Portion shall
be added back to the Net Offer. In case of under-subscription in the Net Offer, spill-over to the extent of such under-subscription shall be
permitted from the Employee Reservation Portion. Further, our Company, in consultation with the Book Running Lead Managers, may offer
a discount of up to [●]% to the Offer Price (equivalent of ₹ [●] per Equity Share) to Eligible Employees, which shall be announced at least
two Working Days prior to the Bid /Offer Opening Date. For details, see “Offer Structure” beginning on page 413.
For details, including in relation to grounds for rejection of Bids, see “Offer Procedure” on page 418. For details
of the terms of the Offer, see “Terms of the Offer” on page 407.
(The remainder of this page has been intentionally left blank)
73SUMMARY OF RESTATED CONSOLIDATED FINANCIAL INFORMATION
The following tables set forth summary financial information derived from the Restated Consolidated Financial
Information. The summary financial information presented below should be read in conjunction with “Financial
Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 251 and 346, respectively.
(Remainder of this page has been intentionally left blank)
74SUMMARY OF RESTATED CONSOLIDATED INFORMATION OF ASSETS AND LIABILITIES
Particulars As atMarch 31, As at March 31, As at March 31,
2025 2024 2023
(₹ million, except where stated otherwise)
I. ASSETS
Non-current assets
(a) Property, plant and equipment 30.67 14.77 16.92
(b) Right-of-use assets 159.86 117.34 135.05
(c) Intangible assets 0.31 - -
(d) Investment Property 109.57 120.46 132.47
(e) Financial assets
(i) Loans 12.50 26.57 -
(ii) Other financial assets 17.82 36.50 35.20
(f) Deferred tax assets (net) 20.58 6.46 7.37
(g) Other non-current assets 53.13 2.46 2.82
Total non-current assets 404.44 324.56 329.83
Current assets
(a) Inventories 962.08 355.69 387.95
(b) Financial assets
(i) Investments 80.81 344.47 55.25
(ii) Trade receivables 958.29 443.65 604.89
(iii) Cash and cash equivalents 139.71 104.55 62.60
(iv) Bank Balance other than (iii) above - 75.00 61.00
(v) Other financial assets 75.24 54.63 56.81
(c) Current tax assets (net) 8.73 - -
(d) Other current assets 109.13 42.37 32.87
Total current assets 2,333.99 1,420.36 1,261.37
Total assets 2,738.43 1,744.92 1,591.20
II. EQUITY AND LIABILITIES
EQUITY
(a) Equity share capital 102.20 19.83 5.06
(b) Other equity 2,238.84 1,537.50 1,295.12
(c) Non-controlling interest 3.87 - -
Total Equity 2,344.91 1,557.33 1,300.18
LIABILITIES
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 11.53 - -
(ia) Lease liabilities 137.28 121.04 134.57
(ii) Other financial liabilities 1.26 1.18 4.50
(b) Provisions 6.58 7.31 5.58
(c) Other non-current liabilities 0.24 0.31 -
Total non-current liabilities 156.89 129.84 144.65
Current liabilities
(a) Financial liabilities
(i) Borrowings 15.29 - 30.00
(ia) Lease liabilities 30.19 13.52 12.13
(ii) Trade payables:
(A) Total outstanding dues of micro enterprises and small
enterprises 0.68 - -
(B) Total outstanding dues of creditors other than micro
enterprises and small enterprises 78.22 2.07 55.63
(iii) Other financial liabilities - - 0.14
(b) Other current liabilities 111.37 38.96 45.72
(c) Provisions 0.88 2.49 1.84
(d) Current tax liabilities (net) - 0.71 0.91
Total current liabilities 236.63 57.75 146.37
Total liabilities 393.52 187.59 291.02
Total equity and liabilities 2,738.43 1,744.92 1,591.20
75SUMMARY OF RESTATED CONSOLIDATED INFORMATION OF PROFIT AND LOSS
Particulars For the year ended March 31,
2025 2024 2023
(₹ million, except where stated otherwise)
I. Revenue from operations 2,842.27 2,216.98 2,635.84
II. Other income 72.97 84.07 49.67
III. Total income (I+II) 2,915.24 2,301.05 2,685.51
IV. EXPENSES
Purchase of stock-in trade 2,106.49 1,230.27 1,707.39
Changes in inventories of stock-in trade (556.49) 32.26 (20.87)
Employee benefits expense 90.74 59.13 60.98
Finance costs 40.04 9.81 10.92
Depreciation and amortisation expense 53.11 34.41 23.93
Other expenses 187.67 84.81 101.67
Total expenses (IV) 1,921.56 1,450.69 1,884.02
V. Profit/(Loss) before Exceptional Items and Tax (III-IV) 993.68 850.36 801.49
VI. Share of Profit/(Loss) from associate (net of Tax) 14.18 (4.56) -
VII. Profit before Tax (V-VI) 1,007.86 845.80 801.49
VIII. Tax expenses 243.46 216.73 205.84
(a) Current tax 259.54 215.70 208.09
(b) Deferred tax (15.22) 1.03 (4.56)
(c) Excess/ short provision of tax relation to earlier years (0.86) - 2.31
IX. Profit/ (Loss) for the period from continuing operations 764.40 629.07 595.65
(VII-VIII)
X. Profit/ (Loss) for the period 764.40 629.07 595.65
XI. Other comprehensive income 3.50 (0.34) 0.32
A. Items that will not be reclassified to profit or loss:
(i) Remeasurement of net defined benefit obligation 4.38 (0.49) 0.43
(ii) Income tax relating to above (1.10) 0.12 (0.11)
(iii) Foreign Currency Translation Reserve 0.22 0.03 -
XII. Total Comprehensive Income for the period (X+XI) 767.90 628.73 595.97
(Comprising Profit/ (Loss) and Other Comprehensive Income
for the period/year)
Profit for the Year attributable to:
Owners of the Parents 767.20 629.07 -
Non-controlling interest (2.80) - -
Other Comprehensive income for the Year attributable to:
Owners of the Parents 3.55 (0.34) -
Non-controlling interest (0.05) - -
Total Comprehensive Income for the Year attributable to
Owners of the Parents 770.75 628.73 -
Non-controlling interest (2.85) - -
XIII. Earnings per equity share (Face Value of share of ₹1each)
1. Basic 7.53 6.19 5.85
2. Diluted 7.53 6.19 5.85
______
* Not annualized.
76SUMMARY OF RESTATED CONSOLIDATED INFORMATION OF CASH FLOWS
Particulars For the year ended,
March 31, 2025 March 31, 2024 March 31, 2023
(₹ million, except where stated otherwise)
A. Cash Flow from Operating Activities
Net Profit before tax 993.68 850.36 801.49
Adjustments for:
Share of Loss of Associates 14.18 (4.56) -
Depreciation/Amortization 53.11 34.41 23.93
Interest Income (11.00) (30.64) (27.91)
Dividend Income on Investments (0.53) (0.50) (0.21)
Gain/Loss on Fair Valuation of investments 15.54 (24.00) 7.21
Finance Cost 40.04 9.81 10.92
Gain on termination of lease liabilities (18.81) - -
Provision for expected credit loss allowance 16.03 (0.12) (0.05)
Remeasurement of net defined benefit obligation - (0.49) 0.43
Bad debts 0.83 - -
Foreign Exchange Translation Reserve Retirement Benefits 4.38 - -
Operating Profit Before Working Capital changes 1,107.45 834.27 815.81
Changes in working capital:
Adjustments for (increase)/ decrease in operating assets
(Increase)/ Decrease in Trade Receivables (531.50) 161.36 (150.28)
(Increase)/ Decrease in Inventories (606.39) 32.26 (20.87)
(Increase)/ Decrease in Other Current Assets 66.76 (9.50) 58.33
(Increase)/ Decrease in Other Non-Current Assets (50.67) 0.36 0.33
(Increase)/ Decrease in Other Financial Assets-Non-
Current (12.32) (0.30) (0.21)
(Increase)/ Decrease in Other Financial Assets -Current (25.29) 5.23 7.94
Adjustments for (increase)/ decrease in operating
Liabilities
Increase/(Decrease) in Trade Payables 76.83 (53.56) 52.90
Increase/(Decrease) in Other Financial Liabilities 0.08 (3.32) 0.08
Increase/(Decrease) in Other Liabilities 72.34 (6.45) 14.01
Increase/(Decrease) in Provisions (2.34) 2.38 1.03
Cash Generated from Operations (38.57) 962.73 779.07
Income Taxes Paid (net of refunds) (267.93) (215.94) (208.13)
Net Cash Generated/ Used from/ in Operating
Activities (A) (306.50) 746.79 570.94
B. Cash Flow from Investing Activities
(Purchase)/sale of Property, Plant and Equipment (net) (23.96) (2.54) (124.70)
Proceeds/ (Purchase) of Investment (net) 248.12 (265.22) (10.61)
Loans given/(repaid) during the year (net) 14.07 (26.57) -
Interest Income 15.68 27.59 26.15
Dividend Income 0.53 0.50 0.21
(Investment)/ Redemption in Fixed Deposit (net) 106.00 (15.00) 11.54
Net Cash (used in)/ generated from investing Activities
(B) 360.44 (281.24) (97.41)
C. Cash Flow from Financing Activities
Proceeds/(repayment) of long term borrowings (net) - - -
Proceeds /(repayment) of short term borrowings (net) 26.82 (30.00) 30.00
Proceeds from rights issue 12.96 - -
Proceeds from share issue 6.77 - -
Buyback of shares including tax on buyback - (371.58) (492.95)
Interest Paid (26.41) (1.51) (1.81)
Payment for Lease Liability (38.92) (20.51) (19.21)
Net Cash used in Financing Activities (C) (18.78) (423.60) (483.97)
Increase/ (Decrease) in Cash and Cash Equivalents
(A+B+C) 35.16 41.95 (10.44)
Cash and Cash equivalents at the beginning of the year 104.55 62.60 73.04
Cash and Cash equivalents at the end of the year 139.71 104.55 62.60
77GENERAL INFORMATION
Registered and Corporate Office of our Company
Euro Pratik Sales Limited
601-602, 6th floor, Peninsula Heights
C.D. Barfiwala Lane, Andheri (West)
Mumbai City, Mumbai – 400 058
Maharashtra, India
CIN: U74110MH2010PLC199072
Registration Number: 199072
For details of our incorporation and changes in our registered office, see “History and Certain Corporate
Matters—Brief History of our Company” beginning on page 217.
Address of the RoC
Registrar of Companies, Maharashtra at Mumbai
Registrar of Companies
100, Everest, Marine Drive
Mumbai – 400 002
Maharashtra, India
Board of Directors
As at the date of this Red Herring Prospectus, the Board of Directors comprises the following:
S. Name Designation DIN Address
No.
1. Pratik Gunvantraj Singhvi Chairman and 00371660 901, Liva Roca Gulmohar Cross Road No. 12,
Managing Juhu, VTC, Mumbai – 400 049 Maharashtra,
Director India
2. Jai Gunvantraj Singhvi Executive 00408876 801, Liva Roca Gulmohar Cross Road No. 12,
Director and Chief Juhu, VTC, Mumbai – 400 049 Maharashtra,
Financial Officer India
3. Abhinav Sacheti Executive 10832940 Flat No 1202, Tower 2, Rustomjee Ozone,
Director and Chief Goregaon Mulund Link Road, Goregaon West,
Marketing Officer Mumbai – 400 104, Maharashtra, India
(Millenium Decor
division)
4. Dhruti Apruva Bhagalia Independent 10818872 Flat no – 2605, Tower – 3, Crescent Bay, Jerbai
Director Wadia Road, Parel, Bhoiwada, Mumbai,
Mumbai City –400012, Maharashtra, India
5. Mahendra Hastimal Independent 00384393 B-1604, Bhagtani Krishaang, Near S M Shetty
Kachhara Director School, Powai, Mumbai, Mumbai Suburban –
400076, Maharashtra, India
6. Manish Kailash Ramuka Independent 10820876 A-503, Hercules, Vasant Galaxy, M.G. Road,
Director Bangur Nagar, Goregaon West, Motilal Nagar,
Mumbai –400104, Maharashtra, India
For further details of our Board, see “Our Management” beginning on page 228.
Company Secretary and Compliance Officer
Shruti Kuldeep Shukla is our Company Secretary and Compliance Officer. Her contact details are set forth below:
Shruti Kuldeep Shukla
601-602, 6th floor, Peninsula Heights
C.D. Barfiwala Lane, Andheri (West)
Mumbai City, Mumbai – 400 058
Maharashtra, India
Tel: +91 22 2624 4574
E-mail: cs@europratik.com
78Filing of the Offer Documents
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 Regulation 25(8) of the SEBI ICDR Regulations read with the
SEBI ICDR Master Circular. A copy of the Draft Red Herring Prospectus was also filed with the SEBI at the
following address:
Securities and Exchange Board of India
Corporation Finance Department
Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex Bandra (E)
Mumbai – 400 051
Maharashtra, India
A copy of this Red Herring Prospectus, along with the material contracts and documents required to be filed under
Section 32 of the Companies Act has been filed with the RoC and a copy of the Prospectus shall be filed with the
RoC under Section 26 of the Companies Act through the electronic portal at
http://www.mca.gov.in/mcafoportal/loginvalidateuser.do.
Book Running Lead Managers
Axis Capital Limited DAM Capital Advisors Limited
Axis House, 1st Floor Altimus 2202, Level 22
Pandurang Budhkar Marg Pandurang Budhkar Marg
Worli, Mumbai – 400 025 Worli, Mumbai – 400 018
Maharashtra, India Maharashtra, India
Tel: +91 22 4325 2183 Tel: +91 22 4202 2500
E-mail: europratik.ipo@axiscap.in E-mail: europratik.ipo@damcapital.in
Website: www.axiscapital.co.in Website: www.damcapital.in
Investor grievance e-mail: complaints@axiscap.in Investor grievance e-mail: complaint@damcapital.in
Contact Person: Mayuri Arya/Pavan Naik Contact Person: Puneet Agnihotri/ Chandresh Sharma
SEBI Registration No.: INM000012029 SEBI Registration No.: MB/INM000011336
Syndicate Member
Sharekhan Limited
1st Floor, Tower No. 3
Equinox Business Park
LBS Marg, Off BKC, Kurla (West)
Mumbai 400 070
Maharashtra, India
Tel: +91 22 6750 2000
E-mail: pravin@sharekhan.com
Website: www.sharekhan.com
Contract Person: Pravin Darji
SEBI Registration No.: INB231073330/ INB011073351
Legal Advisers to our Company as to Indian Law
S&R Associates
One World Center
1403 Tower 2 B
841 Senapati Bapat Marg, Lower Parel
Mumbai – 400 013
Maharashtra, India
Tel: +91 22 4302 8000
Joint Statutory Auditors of our Company
M/s. C N K & Associates LLP, Chartered M/s. Monika Jain & Co., Chartered Accountants
Accountants Office No 808, 8th Floor
501-502, Narain Chambers Topiwala Centre, Goregaon (West)
M.G.Road, Vile Parle (E) Mumbai – 400 104
Mumbai – 400 057 Maharashtra, India
Maharashtra, India Tel: +91 22 6671 0520
79Tel.: +91 22 2650 7600 E-mail: ronak@camjco.in
E-mail: hiren@cnkindia.com Firm Registration No.: 130708W
Firm Registration No.: 101961W/W-100036 Peer Review Certificate No.: 017975
Peer Review Certificate No.: 017169
Changes in Statutory Auditors
Except as disclosed below, there has been no change in our auditors in the three years preceding the date of this
Red Herring Prospectus:
Name of Auditor Date of Change Reason for Change
M/s. C N K & Associates LLP, Chartered September 11, 2024 Appointment as joint statutory auditor
Accountants
501-502, Narain Chambers
M.G.Road, Vile Parle (E)
Mumbai – 400 057
Maharashtra, India
Tel.: +91 22 2650 7600
E-mail: hiren@cnkindia.com
Firm Registration No.: 101961W/W-100036
Peer Review Certificate No.: 017169
M/s. Monika Jain & Co., Chartered Accountants September 30, 2022 Re-appointment
Office No 808, 8th Floor
Topiwala Centre, Goregaon (West)
Mumbai – 400 104
Maharashtra, India
Tel: +91 22 6671 0520
E-mail: ronak@camjco.in
Firm Registration No.: 130708W
Peer Review Certificate No.: 017975
Registrar to the Offer
MUFG Intime India Private Limited
(Formerly Link Intime India Private Limited)
C-101, 1st Floor, Embassy 247
Lal Bahadur Shastri Marg, Vikhroli (West)
Mumbai – 400 083
Maharashtra, India
Tel: +91 810 811 4949
E-mail: europratik.ipo@in.mps.mufg.com
Investor Grievance E-mail: europratik.ipo@in.mps.mufg.com
Website: www.in.mpms.mufg.com
Contact person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
Bankers to the Offer
Escrow Collection Bank, Refund Bank and Sponsor Bank
ICICI Bank Limited
Capital Market Division,
163, 5th Floor, H.T. Parekh Marg,
Backbay Reclamation,
Churchgate, Mumbai – 400020
Maharashtra, India
Tel: +9122 6805 2182
E-mail: Ipocmg@icicibank.com
Website: www.icicibank.com
Contact person: Mr. Varun Badai
SEBI registration no.: INBI00000004
Public Offer Account Bank and Sponsor Bank
HDFC Bank Limited
HDFC Bank Limited, FIG-OPS Department – Lodha,
I Think Techno Campus,
80O-3 Level, Next to Kanjurmarg Railway Station,
Kanjurmarg (East), Mumbai 400 042
Maharashtra, India
Tel: +91 22 30752929/ +91 22 30752928/ +91 22 30752914
E-mail: siddharth.jadhav@hdfcbank.com, Sachin.gawade@hdfcbank.com, eric.bacha@hdfcbank.com,
tushar.gavankar@hdfcbank.com, pravin.teli2@hdfcbank.com
Website: www.hdfcbank.com
Contact person: Eric Bacha, Sachin Gawade, Pravin Teli, Siddharth Jadhav, Tushar Gavankar
SEBI registration no.: INBI00000063
Bankers to our Company
Yes Bank Limited HDFC Bank Limited
G1, Ground Floor, Valecha Chambers Sanghavi Villa, S.V. Road
Plot B6, New Link Road, Andheri (West) Opposite Andheri Fire Station, Andheri West
Mumbai – 400 053, Maharashtra, India Mumbai – 400 058, Maharashtra, India
Tel: +9199878 36001 Tel: +9191364 61917
E-mail: sagar.gajare@yesbank.in E-mail: prashant.gupta16@hdfcbank.com
Website: www.yesbank.in Website: www.hdfcbank.com
Contact Person: Sagar Gajare Contact Person: Prashant Gupta
ICICI Bank Limited
349, Business Point, Ground Floor
Off W.E. Highway Andheri Kurla Road
Andheri East
Mumbai – 400 069, Maharashtra, India
Tel: +91 86579 09710
E-mail: nagesh.vishwakarma@icicibank.com
Website: www.icicibank.com
Contact Person: Nagesh Vishwakarma
Designated Intermediaries
SCSBs and mobile applications enabled for UPI mechanism
The banks registered with the SEBI, which offer the facility of ASBA services, (i) in relation to ASBA, where the
Bid Amount will be blocked by authorizing an SCSB, a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 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 UPI Bidders,
a list of which is available on the website of SEBI at
sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such other website as updated
from time to time.
Applications through UPI in the Offer 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
issues 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. The list is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from time to
time and at such other websites as may be prescribed by SEBI from time to time.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors and RIBs) submitted under the 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 (www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35) and updated from
time to time 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, including details such as postal address,
telephone number and e-mail address, is provided on the websites of the BSE and the NSE at www.bseindia.com
and www.nseindia.com, respectively, as updated from time to time.
81RTAs
The list of the RTAs eligible to accept ASBA Forms 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
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and www.nseindia.com/products-services/initial-
public-offerings-asba-procedures, respectively, as updated from time to time.
CDPs
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
name and contact details, is provided on the websites of BSE at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and on the website of NSE at
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time.
Credit Rating
As the Offer is an initial public offering of Equity Shares, the appointment of a credit rating agency is not required.
IPO Grading
No credit rating agency registered with the SEBI has been appointed in respect of obtaining grading for the Offer.
Debenture Trustees
As the Offer is an initial public offering of Equity Shares, the appointment of debenture trustees is not required.
Monitoring Agency
As the Offer is an offer for sale of Equity Shares by the Selling Shareholders, our Company is not required to
appoint a monitoring agency in relation to the Offer.
Appraising Agency
As the Offer is an offer for sale of Equity Shares, our Company will not receive any proceeds from the Offer.
Accordingly, no appraising agency has been appointed for the Offer.
Green Shoe Option
No green shoe option is contemplated under the Offer.
Experts
Our Company has not obtained any expert opinions other than as disclosed below.
Our Company has received written consent dated August 22, 2025 from our Joint Statutory Auditors, namely,
M/s. C N K & Associates LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s.
Monika Jain & Co., Chartered Accountants, firm registration number 130708W, 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 Joint Statutory Auditors, and in respect of their (i) examination report, dated August 21, 2025
on the Restated Consolidated Financial Information; and (ii) their report dated August 22, 2025 on the statement
of special tax benefits available to our Company, the Material Subsidiary, and its shareholders, included in this
Red Herring Prospectus and such consent has not been withdrawn as at the date of this Red Herring Prospectus.
Our Company has received written consent dated August 22, 2025 from M/s. M Baldeva Associates, Company
Secretaries, to include their name in this Red Herring Prospectus and be named as an “expert” as defined under
Section 2(38) of the Companies Act, 2013 in connection with the Offer and such consent has not been withdrawn
as at the date of this Red Herring Prospectus.
Inter-se Allocation of Responsibilities between the BRLMs
The table below sets forth the inter-se allocation of responsibilities for various activities among the BRLMs.
82S. No. Activity Responsibili Coordinato
ty r
1. Due diligence of the Company including its All BRLMs Axis
operations/management/business plans/legal etc. Drafting and design of
the Draft Red Herring Prospectus, Red Herring Prospectus, Prospectus,
abridged prospectus and application form. The BRLMs shall ensure
compliance with stipulated requirements and completion of prescribed
formalities with the Stock Exchanges, RoC and SEBI including
finalisation of Prospectus and RoC filing
2. Capital structuring with the relative components and formalities such as All BRLMs Axis
type of instruments, size of issue, allocation between primary and
secondary, etc.
3. Drafting and approval of all statutory advertisements and preparation of All BRLMs Axis
Audiovisual (AV) presentation
4. Drafting and approval of all publicity material other than statutory All BRLMs DAM
advertisement as mentioned above including corporate advertising, Capital
brochure, etc. and filing of media compliance report
Appointment of Registrar to the Offer, Advertising Agency and All BRLMs Axis
5.
Printerto the Offer including co-ordination for their agreements
Appointment of other intermediaries - Bankers to the Offer & Sponsor All BRLMs DAM
6. Bank, syndicate members, share escrow agent, including coordination of Capital
all agreements to be entered into with such intermediaries
7. Preparation of road show presentation and frequently asked questions All BRLMs DAM
Capital
8. International institutional marketing of the Offer, which will cover, inter All BRLMs DAM
alia: Capital
• marketing strategy;
• Finalizing the list and division of investors for one-to-one meetings;
and
Finalizing road show and investor meeting schedule
9. Domestic institutional marketing of the Offer, which will cover, inter All BRLMs Axis
alia:
• Marketing strategy;
• Finalizing the list and division of investors for one-to-one meetings;
and
• Finalizing road show and investor meeting schedule
10. Retail and Non-Institutional marketing of the Offer, which will cover, All BRLMs Axis
inter alia,
• Finalising media, marketing and public relations strategy including
list of frequently asked questions at road shows;
• Finalising centres for holding conferences for brokers, etc.;
• Follow-up on distribution of publicity and Offer material including
application form, the Prospectus and deciding on the quantum of the
Offer material; and
• Finalising collection centres
11. Coordination with Stock Exchanges for book building software, bidding All BRLMs DAM
terminals, mock trading, anchor coordination, anchor CAN and Capital
intimation of anchor allocation
12. Managing the book and finalization of pricing in consultation with the All BRLMs DAM
Company Capital
13. Post bidding activities including management of escrow accounts, All BRLMs DAM
finalisation of the basis of allotment, weeding out of multiple Capital
applications, coordination with various agencies connected with the post-
offer activity such as registrar to the offer, bankers to the offer, Self-
Certified Syndicate Banks etc., including responsibility for underwriting
arrangements, as applicable, listing of instruments, demat credit and
refunds / unblocking of funds, payment of the applicable STT on behalf
of the Selling Shareholder, coordination for investor complaints related
to the Offer, submission of final post offer report.
83Book Building Process
Book building process, in the context of the Offer, refers to the process of collection of Bids from Bidders on the
basis of this Red Herring Prospectus and the Bid cum Application Forms and the Revision Forms within the Price
Band and minimum Bid Lot. The Price Band and the minimum Bid Lot size will be decided by our Company in
consultation with the BRLMs, and shall be advertised in all editions of the English and Hindi national daily
newspaper, Business Standard, and the Mumbai edition of the Marathi daily newspaper, Navshakti (Marathi being
the regional language of Maharashtra, where our Registered and Corporate Office is located), each with wide
circulation, and advertised at least two Working Days prior to the Bid/Offer Opening Date and shall be made
available to the Stock Exchanges to upload on their respective websites. The Offer Price shall be determined by
our Company, in consultation with the BRLMs, after the Bid/Offer Closing Date.
All Bidders, except Anchor Investors, are mandatorily required to use the ASBA process for participating
in the Offer by providing details of their respective ASBA Account in which the corresponding Bid Amount
will be blocked by SCSBs. In addition to this, the UPI 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 Anchor Investor Portion through the ASBA process.
In accordance with the SEBI ICDR Regulations, QIBs Bidding in the QIB Portion and Non-Institutional
Bidders bidding in the Non-Institutional Portion are not allowed to withdraw or lower the size of their Bids
(in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders
and Eligible Employees Bidding in the Employee Reservation Portion can revise their Bids during the
Bid/Offer Period and can withdraw their Bids on or before the Bid/Offer Closing Date. Further, Anchor
Investors cannot withdraw their Bids after the Anchor Investor Bid/Offer Period. Allocation to the Anchor
Investors will be on a discretionary basis. See “Offer Structure” and “Offer Procedure” beginning on pages
413 and 418, respectively.
Except for Allocation to RIBs, NIBs and Anchor Investors, allocation in the Offer will be on a proportionate basis.
Allocation to the Anchor Investors will be on a discretionary basis. For allocation to the Non-Institutional Bidders,
the following shall be followed:
a) One-third of the portion available to Non-Institutional Bidders shall be reserved for Bidders with application
size of more than ₹200,000 and up to ₹1,000,000;
b) Two-thirds of the portion available to Non-Institutional Bidders shall be reserved for Bidders with application
size of more than ₹1,000,000.
Provided that the unsubscribed portion in either of the sub-categories specified under clauses (a) or (b), may be
allocated to Bidders in the other sub-category of Non-Institutional Bidders.
Each Bidder by submitting a Bid in the Offer, will be deemed to have acknowledged the above restrictions and
the terms of the Offer.
The Book Building Process is in accordance with guidelines, rules, regulations prescribed by SEBI, which
are subject to change from time to time. Bidders are advised to make their own judgment about an
investment through this process prior to submitting a Bid.
Bidders should note that the Offer is also subject to obtaining the final listing and trading approvals of the
Stock Exchanges, which our Company shall apply for after Allotment; and filing of the Prospectus with the
RoC.
For further details on the method and procedure for Bidding, see “Offer Structure” and “Offer Procedure”
beginning on pages 413 and 418, respectively.
Illustration of Book Building and Price Discovery Process
For an illustration of the Book Building Process and the price discovery process, see “Offer Procedure” on page
418.
Underwriting Agreement
Our Company and the Selling Shareholders intent to, prior to the filing of the Prospectus with the RoC, enter into
an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through the Offer.
The Underwriting Agreement is dated [●], 2025. The extent of underwriting obligations and the Bids to be
underwritten by each Underwriter shall be in accordance with the Underwriting Agreement. It is proposed that
pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters will be several and will
84be subject to conditions specified therein.
The Underwriters have indicated their intention to underwrite such number of Equity Shares as disclosed below:
(This portion has been intentionally left blank and will be filled in before the Prospectus is filed with the RoC)
Amount Underwritten
Name, Address, Telephone Number and E-mail Indicative Number of Equity
Address of the Underwriters Shares to be Underwritten
(₹ million)
[●] [●] [●]
The abovementioned underwriting commitments are indicative and will be finalized after determination of the
Offer Price and Basis of Allotment and the allocation of Equity Shares, 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 each of the abovementioned Underwriters are sufficient to enable them to discharge their
respective underwriting obligations in full. The abovementioned Underwriters are registered with the SEBI under
Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Our Board of Directors/ IPO
Committee, at its meeting held on [●], has accepted and entered into the Underwriting Agreement mentioned
above on behalf of our Company.
Notwithstanding the above table, the Underwriters will be severally responsible for ensuring payment with respect
to Equity shares allocated to Bidders procured by them in accordance with the Underwriting Agreement.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment
disclosed in the table above.
(The remainder of this page has been intentionally left blank)
85CAPITAL STRUCTURE
Our Company’s share capital, as at the date of this Red Herring Prospectus, is disclosed below.
Aggregate Value at Face Aggregate Value at
S.
Particulars Value (₹) Offer Price*
No.
(₹except share data)
A AUTHORIZEDSHARECAPITAL
200,000,000equity shares of face value of ₹1 each 200,000,000 -
Total 200,000,000 -
B ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE THE OFFER
102,200,000equityshares of face value of ₹1 each 102,200,000 -
Total 102,200,000 -
C PRESENT OFFER
Offer of up to [●] equity shares of face value of ₹1 each aggregating up to ₹4,513.15million(1)
which includes
Offer for Sale of up to [●] equity shares of face value [●] [●]
of ₹1 each aggregating up to ₹4,513.15million(2)
Offer includes
Employee Reservation Portion of up to [●] equity [●] [●]
shares of face value of ₹1 each aggregating up to ₹[●]
million(4)
Net Offer of up to [●] equity shares of face value of ₹1 [●] [●]
each aggregating up to ₹[●] million
D ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE OFFER*
[●]equity shares of face value of ₹1 each [●] -
E SECURITIES PREMIUM ACCOUNT
Before the Offer Nil
After the Offer Nil
___________
* To be included upon finalization of Offer Price.
# Assuming full subscription in the Offer.
(1) For details in relation to the changes in the authorized share capital of our Company in the last 10 years, see “History and Certain
Corporate Matters—Amendments to our Memorandum of Association in the last 10 years” on page 218.
(2) The Offer has been authorized by our Board pursuant to a resolution adopted at its meeting held on December 13, 2024. Further, our
Board has taken on record the approval for the Offer for Sale by the Selling Shareholders pursuant to its resolution dated August 22,
2025.
(3) Each of the Selling Shareholders, severally and not jointly, has specifically confirmed that its respective portion of the Offered Shares
has been held by it for a period of at least one year prior to the filing of the Draft Red Herring Prospectus and this Red Herring
Prospectus with SEBI in accordance with Regulation 8 of the SEBI ICDR Regulations or are otherwise eligible for being offered for
sale in the Offer in accordance with the provisions of the SEBI ICDR Regulations. Each of the Selling Shareholders has, severally and
not jointly authorised its respective participation in the Offer for Sale pursuant to its respective consent letters. For details on the
authorizations and consents of each of the Selling Shareholders in relation to its respective portion of Offered Shares, see “The Offer”
and “Other Regulatory and Statutory Disclosures—Authority for the Offer” on pages 72 and 396, respectively.
(4) The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed ₹500,000 (net of
Employee Discount, if any). However, the initial allocation to an Eligible Employee in the Employee Reservation Portion shall not
exceed ₹200,000 (net of Employee Discount, if any). Only in the event of under-subscription in the Employee Reservation Portion, the
unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess
of ₹200,000 (net of Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not
exceeding ₹500,000 (net of Employee Discount, if any). An Eligible Employee Bidding in the Employee Reservation Portion can also
Bid in the Non-Institutional Portion or the Retail Portion and such Bids will not be treated as multiple Bids. The unsubscribed portion
if any, in the Employee Reservation Portion shall be added back to the Net Offer. In case of under-subscription in the Net Offer, spill-
over to the extent of such under-subscription shall be permitted from the Employee Reservation Portion. Further, our Company, in
consultation with the Book Running Lead Managers, may offer a discount of up to [●]% to the Offer Price (equivalent of ₹ [●] per
Equity Share) to Eligible Employees, which shall be announced at least two Working Days prior to the Bid /Offer Opening Date. For
details, see “Offer Structure” beginning on page 413.
(Remainder of this page has been intentionally left blank)
86Notes to Capital Structure
1. Share Capital History of our Company
(a) Equity share capital
The history of the equity share capital of our Company is disclosed below:
Date of allotment Number of Face Issue Reason for/ Nature Nature of Cumulative Cumulative Name of allottees
equity shares value per price per of allotment consideration number of paid-up equity
allotted equity equity equity shares share capital
share share
(₹) (₹) (₹)
February 21, 2011(1) 10,000 10 10 Allotment pursuant Cash 10,000 100,000 S. Number of
Name of allottee
to initial No. equity shares
subscription to the 1. Jitendra Shah 9,900
Memorandum of
2. Janki Shah 100
Association
November 30, 2017 490,000 10 10 Rights issue Cash 500,000 5,000,000 S. Number of
Name of allottee
No. equity shares
1. Pratik Gunvantraj Singhvi 35,000
2. Jai Gunvantraj Singhvi 35,000
3. Pratik Gunwantraj Singhvi HUF* 165,000
4. Jai Gunwantraj Singhvi HUF# 165,000
5. Dipty Pratik Singhvi* 45,000
6. Nisha Jai Singhvi# 45,000
________
*Pratik Gunvantraj Singhvi pursuant to renunciation letters, each dated
November 17, 2017, renounced (i) 165,000 equity shares of face value
₹10 to Pratik Gunwantraj Singhvi HUF; and (ii) 45,000 equity shares of
face value ₹10 to Dipty Pratik Singhvi.
#Jai Gunvantraj Singhvi pursuant to renunciation letters, each dated
November 17, 2017, renounced (i) 165,000 equity shares of face value
₹10 to Jai Gunwantraj Singhvi HUF; and (ii) 45,000 equity shares of
face value ₹10 each to Nisha Jai Singhvi.
March 16, 2019(2) 202,330 10 490 Preferential Cash 702,330 6,011,650 S. Number of
Name of allottee
allotment of partly No. equity shares
paid-up equity 1. Chirag Pradip Mehta 12,400
shares
2. Pradip Popatlal Mehta 8,500
87Date of allotment Number of Face Issue Reason for/ Nature Nature of Cumulative Cumulative Name of allottees
equity shares value per price per of allotment consideration number of paid-up equity
allotted equity equity equity shares share capital
share share
(₹) (₹) (₹)
3. Snehlata Pradip Mehta 8,500
4. Urvashi Chirag Mehta 8,700
5. Chirag Pradip Mehta HUF 5,200
6. Pradip Popatlal Mehta HUF 3,730
7. Naresh Rupani 10,000
8. Jyoti Rupani 10,000
9. Ashok Rupani 4,700
10. Charu Rupani 17,500
11. Veena Chandrakant Vora 8,000
12. Chandrakant Pranjivan Vora 35,200
13. Victor Impex Ltd. 35,000
14. Santosh Nirmal Mehta 3,100
15. Jayesh J Shah 8,800
16. Chandraben C Vakharia 13,000
17. Jai Gunvantraj Singhvi 5,000
18. Pratik Gunvantraj Singhvi 5,000
March 4, 2023(3)(4) (100,000) 10 4,000 Buy-back Cash 602,330 5,061,650 S. Number of
Name of Shareholder
No. equity shares
1. Pratik Gunvantraj Singhvi 10,000
2. Jai Gunvantraj Singhvi 10,000
3. Pratik Gunwantraj Singhvi HUF 30,000
4. Jai Gunwantraj Singhvi HUF 30,000
5. Dipty Pratik Singhvi 10,000
6. Nisha Jai Singhvi 10,000
July 24, 2023(2) (192,330) 10 N.A. Forfeiture of partly N.A. 410,000 4,100,000 Equity shares allotted to the following allottees were forfeited:
paid-up equity Number of
shares S. No. Name of Shareholder equity shares
forfeited
1. Chirag Pradip Mehta 12,400
88Date of allotment Number of Face Issue Reason for/ Nature Nature of Cumulative Cumulative Name of allottees
equity shares value per price per of allotment consideration number of paid-up equity
allotted equity equity equity shares share capital
share share
(₹) (₹) (₹)
2. Pradip Popatlal Mehta 8,500
3. Snehlata Pradip Mehta 8,500
4. Urvashi Chirag Mehta 8,700
5. Chirag Pradip Mehta HUF 5,200
6. Pradip Popatlal Mehta HUF 3,730
7. Naresh Rupani 10,000
8. Jyoti Rupani 10,000
9. Ashok Rupani 4,700
10. Charu Rupani 17,500
11. Veena Chandrakant Vora 8,000
12. Chandrakant Pranjivan Vora 35,200
13. Victor Impex Ltd. 35,000
14. Santosh Nirmal Mehta 3,100
15. Jayesh J Shah 8,800
16. Chandraben C Vakharia 13,000
January 10, 2024 1,640,000 10 N.A. Bonus issue in the N.A. 2,050,000 20,500,000 S. Number of
Name of allottee
ratio of four equity No. equity shares
shares for existing 1. Pratik Gunvantraj Singhvi 140,000
one equity share
2. Jai Gunvantraj Singhvi 138,800
held by the
Shareholders 3. Pratik Gunwantraj Singhvi HUF 540,000
4. Jai Gunwantraj Singhvi HUF 540,000
5. Dipty Pratik Singhvi 140,000
6. Nisha Jai Singhvi 140,000
7. Gunwantraj Manekchand Singhvi 400
8. Gunwantraj & Co. HUF 400
9. Gunwantraj Manekchand Singhvi 400
(HUF)
March 12, 2024(3)(5) (67,000) 10 4,500 Buy-back Cash 1,983,000 19,830,000 S. Number of
Name of Shareholder
No. equity shares
89Date of allotment Number of Face Issue Reason for/ Nature Nature of Cumulative Cumulative Name of allottees
equity shares value per price per of allotment consideration number of paid-up equity
allotted equity equity equity shares share capital
share share
(₹) (₹) (₹)
1. Pratik Gunvantraj Singhvi 5,000
2. Jai Gunvantraj Singhvi 5,000
3. Pratik Gunwantraj Singhvi HUF 23,500
4. Jai Gunwantraj Singhvi HUF 23,500
5. Dipty Pratik Singhvi 5,000
6. Nisha Jai Singhvi 5,000
April 10, 2024 6,940,500 10 N.A. Bonus issue in the N.A. 8,923,500 89,235,000 S. Number of
Name of allottee
ratio of seven equity No. equity shares
shares for existing 1. Pratik Gunvantraj Singhvi 595,000
two equity shares
2. Jai Gunvantraj Singhvi 589,750
held by the
Shareholders 3. Pratik Gunwantraj Singhvi HUF 2,280,250
4. Jai Gunwantraj Singhvi HUF 2,280,250
5. Dipty Pratik Singhvi 595,000
6. Nisha Jai Singhvi 595,000
7. Gunwantraj Manekchand Singhvi 3,500
8. Gunwantraj Manekchand Singhvi 1,750
HUF
August 22, 2024 Pursuant to resolutions passed by our Board at their meeting dated August 12, 2024 and the Shareholders at their extraordinary general meeting dated August 22, 2024, our Company
has sub-divided 8,923,500 equity shares of face value of ₹10 each to 89,235,000 equity shares of face value of ₹1 each.
September 28, 2024 12,965,000 1 1 Rights issue Cash 102,200,000 102,200,000 S. Number of
Name of allottee
No. equity shares
1. Pratik Gunvantraj Singhvi 8,500
2. Jai Gunvantraj Singhvi 8,500
3. Pratik Gunwantraj Singhvi HUF 9,000
4. Jai Gunwantraj Singhvi HUF 9,000
5. Dipty Pratik Singhvi 9,000
6. Nisha Jai Singhvi 9,000
7. Kulmeet Sarup Saggu 1,962,240
8. Prakash Suresh Rita 3,628,100
90Date of allotment Number of Face Issue Reason for/ Nature Nature of Cumulative Cumulative Name of allottees
equity shares value per price per of allotment consideration number of paid-up equity
allotted equity equity equity shares share capital
share share
(₹) (₹) (₹)
9. Manoj Pravinchardra Gala 3,341,940
10. Abhinav Sacheti 337,260
11. Alpesh Vinaychandra Sangoi 100,000
12. Niraj Intex LLP 989,460
13. Mirage Intex LLP 1,533,000
14. Manish Gala 1,020,000
____________
(1) Our Company was incorporated on January 19, 2010. The date of subscription to the Memorandum of Association is January 8, 2010 and the allotment of equity shares pursuant to such subscription was taken on record by
our Board on February 21, 2011. The allotment of equity shares pursuant to such subscription was taken on record by the Board of Directors of the Company on February 21, 2011, since our Company had not commenced
its business operations and was evaluating various options in relation to the business of the Company.
(2) The allotment was made to the existing shareholders of the Company on a partly paid-up basis with ₹290 towards issue price paid at the time of allotment, and a final call was made on June 26, 2023 for ₹200 towards the
balance issue price. Due to non-payment of the balance issue price, 192,330 equity shares of face value ₹10 were subsequently forfeited on July 24, 2023. Further, the balance price for the remaining 10,000 equity shares of
face value ₹10 were received on January 21, 2022.
(3) Date of completion of buy-back.
(4) The buy-back dated March 4, 2023 was undertaken by our Company to rationalize the capital structure of our Company in order to (i) enhance the shareholder value by distributing the surplus cash of the company; (ii)
improve earnings per equity share; (iii) improve return on capital; (iv) service equity efficiently; and (v) optimize capital structure.
(5) The buy-back dated March 12, 2024 was undertaken by our Company to (i) enhance the shareholder value by distributing surplus cash available with the Company; (ii) improve earnings per equity share of the Company;
(iii) improve return on capital of the Company; (iv) achieve optimum capital structure; and (v) service equity more efficiently.
(b) Preference share capital
Our Company does not have any preference shares as at the date of this Red Herring Prospectus.
2. Issue of Equity Shares at a price lower than the Offer Price in the last one year
The Offer Price is [●]. Except as disclosed in “—Notes to Capital Structure—Share Capital History of our Company—Equity Share Capital” on page 87, our Company has not
issued any Equity Shares at a price that may be lower than the Offer Price during a period of one year preceding the date of this Red Herring Prospectus. Further, except as disclosed
in “—Notes to the Capital Structure—Share Capital History of our Company—Equity Share capital”on page 87, our Company has not issued any Equity Shares to members of the
Promoter Group at a price that may be lower than the Offer Price during a period of one year preceding the date of this Red Herring Prospectus.
(Remainder of this page has been intentionally left blank)
913. Issue of equity shares for consideration other than cash or by way of bonus issue
Except as disclosed below, our Company has not issued any equity shares in the past for consideration other than cash
or by way of bonus issue, as at the date of this Red Herring Prospectus:
Date of Number Face Reason for Details of allottees Benefits
allotment of equity value allotment accrued to
shares (₹) our
allotted Company
January 1,640,000 10 Bonus issue in Number of Nil
S.
10, 2024 the ratio of four Name of allottee equity
No.
equity shares for shares
existing one 1. Pratik Gunvantraj Singhvi 140,000
equity share held
2. Jai Gunvantraj Singhvi 138,800
by the
Shareholders 3. Pratik Gunwantraj Singhvi 540,000
HUF
4. Jai Gunwantraj Singhvi HUF 540,000
5. Dipty Pratik Singhvi 140,000
6. Nisha Jai Singhvi 140,000
7. Gunwantraj Manekchand 400
Singhvi
8. Gunwantraj & Co. HUF 400
9. Gunwantraj Manekchand 400
Singhvi (HUF)
April 10, 6,940,500 10 Bonus issue in Number of Nil
S.
2024 the ratio of seven Name of allottee equity
No.
equity shares for shares
existing two 1. Pratik Gunvantraj Singhvi 595,000
equity shares
2. Jai Gunvantraj Singhvi 589,750
held by the
Shareholders 3. Pratik Gunwantraj Singhvi 2,280,250
HUF
4. Jai Gunwantraj Singhvi HUF 2,280,250
5. Dipty Pratik Singhvi 595,000
6. Nisha Jai Singhvi 595,000
7. Gunwantraj Manekchand 3,500
Singhvi
8. Gunwantraj Manekchand 1,750
Singhvi HUF
4. Issue of equity shares out of revaluation reserves
Our Company has not issued any equity shares out of revaluation reserves since its incorporation.
5. Issue of equity shares pursuant to schemes of arrangement
Our Company has not issued any Equity Shares in the past in terms of a scheme of arrangement approved under
Sections 230-234 of the Companies Act, 2013.
6. Details of Build-up, Contribution and Lock-in of Promoters’ Shareholding and Lock-in of other Equity Shares
As at the date of this Red Herring Prospectus, our Promoters hold 69,152,500 Equity Shares, constituting 67.67% of
the issued, subscribed and paid-up share capital of our Company.
(Remainder of this page has been intentionally left blank)
92The details regarding our Promoters’ shareholding are set out below.
(a) Build-up of Promoters’ equity shareholding in our Company
The build-up of the equity shareholding of our Promoters since incorporation of our Company is set forth below:
Percentage Percentage of
Issue/Transfer
Number of Face Nature of of pre-Offer post-Offer
price per
Date of allotment/ fully paid-up value Nature of acquisition/ Equity Share Equity Share
equity share
transfer Equity consideration allotment/ capital capital
Shares transfer
(₹) (₹) (%) (%)
Pratik Gunvantraj Singhvi
April 10, 2017 5,000 10 10 Cash Transfer from 0.04 [●]
Vijaykumar
Kanmal Jirawala
November 30, 2017 35,000 10 10 Cash Rights issue 0.34 [●]
March 16, 2019 5,000 10 490 Cash Preferential 0.05 [●]
allotment of
partly paid-up
equity shares
March 4, 2023(1) (10,000) 10 4,000 Cash Buy-back (0.10) [●]
January 10, 2024 140,000 10 N.A. N.A. Bonus issue in 1.37 [●]
the ratio of four
equity shares for
existing one
equity share held
by the
Shareholders
March 12, 2024(1) (5,000) 10 4,500 Cash Buy-back (0.05) [●]
April 10, 2024 595,000 10 N.A. N.A. Bonus issue in 5.82 [●]
the ratio of seven
equity shares for
existing two
equity share held
by our
Shareholders
August 22, 2024 Pursuant to resolutions passed by our Board at their meeting dated August 12, 2024 and the Shareholders at
their extraordinary general meeting dated August 22, 2024, our Company has sub-divided 8,923,500 equity
shares of face value of ₹10 each to 89,235,000 equity shares of face value of ₹1 each.
September 28, 2024 8,500 1 1 Cash Rights Issue 0.01 [●]
September 28, 2024 (1,900,000) 1 N.A. Gift Transfer to (1.86) [●]
Seemant Sacheti
September 28, 2024 (475,000) 1 N.A. Gift Transfer to Nidhi (0.46) [●]
Seemant Sacheti
Total (A) 5,283,500 5.17 [●]
Jai Gunvantraj Singhvi
April 10, 2017 5,000 10 10 Cash Transfer from 0.04 [●]
Rajul Kumar
Jirawala
November 30, 2017 35,000 10 10 Cash Rights issue 0.34 [●]
March 26, 2018 (100) 10 10 Cash Transfer to Negligible [●]
Gunwantraj
Manekchand
Singhvi
(100) 10 10 Cash Transfer to Negligible [●]
Gunwantraj
Manekchand
Singhvi HUF
(100) 10 10 Cash Transfer to Negligible [●]
Gunwantraj &
Co HUF
93November 12, 2018 (1) 10 180 Cash Transfer to Negligible [●]
Manmeet Sarup
Saggu
(1) 10 180 Cash Transfer to Negligible [●]
Kulmeet Sarup
Saggu
(1) 10 180 Cash Transfer to Negligible [●]
Manoj
Pravinchardra
Gala
March 16, 2019 5,000 10 490 Cash Preferential 0.05 [●]
allotment of
partly paid-up
equity shares
March 31, 2021 1 10 1,500 Cash Transfer from Negligible [●]
Manmeet Sarup
Saggu
1 10 1,500 Cash Transfer from Negligible [●]
Kulmeet Sarup
Saggu
October 14, 2021 1 10 2,500 Cash Transfer from Negligible [●]
Manoj
Pravinchardra
Gala
March 4, 2023(1) (10,000) 10 4,000 Cash Buy-back (0.1) [●]
January 10, 2024 138,800 10 N.A. N.A. Bonus issue in 1.36 [●]
the ratio of four
equity shares for
existing one
equity share held
by the
Shareholders
March 12, 2024(1) (5,000) 10 4,500 Cash Buy-back (0.05) [●]
April 10, 2024 589,750 10 N.A. N.A. Bonus issue in 5.77 [●]
the ratio of seven
equity shares for
existing two
equity shares
held by the
Shareholders
August 22, 2024 Pursuant to resolutions passed by our Board at their meeting dated August 12, 2024 and the Shareholders at
their extraordinary general meeting dated August 22, 2024, our Company has sub-divided 8,923,500 equity
shares of face value of ₹10 each to 89,235,000 equity shares of face value of ₹1 each.
September 28, 2024 8,500 1 1 Cash Rights issue 0.01 [●]
September 28, 2024 (2,375,000) 1 N.A. Gift Transfer to Nidhi (2.32) [●]
Seemant Sacheti
Total (B) 5,216,000 5.10 [●]
Pratik Gunwantraj Singhvi HUF
November 30, 2017 165,000 10 10 Cash Rights issue* 1.61 [●]
March 4, 2023(1) (30,000) 10 4,000 Cash Buy-back (0.29) [●]
January 10, 2024 540,000 10 N.A. N.A. Bonus issue in 5.28 [●]
the ratio of four
equity shares for
existing one
equity share held
by the
Shareholders
March 12, 2024(1) (23,500) 10 4,500 Cash Buy-back (0.23) [●]
April 10, 2024 2,280,250 10 N.A. N.A. Bonus issue in 22.31 [●]
the ratio of seven
equity shares for
existing two
94equity share held
by the
Shareholders
August 22, 2024 Pursuant to resolutions passed by our Board at their meeting dated August 12, 2024 and the Shareholders at
their extraordinary general meeting dated August 22, 2024, our Company has sub-divided 8,923,500 equity
shares of face value of ₹10 each to 89,235,000 equity shares of face value of ₹1 each.
September 28, 2024 9,000 1 1 Cash Rights issue 0.01 [●]
Total (C) 29,326,500 28.70 [●]
Jai Gunwantraj Singhvi HUF
November 30, 2017 165,000 10 10 Cash Rights issue# 1.61 [●]
March 4, 2023(1) (30,000) 10 4,000 Cash Buy-back (0.29) [●]
January 10, 2024 540,000 10 N.A. N.A. Bonus issue in 5.28 [●]
the ratio of four
equity shares for
existing one
equity share held
by the
Shareholders
March 12, 2024(1) (23,500) 10 4500 Cash Buy-back (0.23) [●]
April 10, 2024 2,280,250 10 N.A. N.A. Bonus issue in 22.31 [●]
the ratio of seven
equity shares for
existing two
equity share held
by the
Shareholders
August 22, 2024 Pursuant to resolutions passed by our Board at their meeting dated August 12, 2024 and the Shareholders at
their extraordinary general meeting dated August 22, 2024, our Company has sub-divided 8,923,500 equity
shares of face value of ₹10 each to 89,235,000 equity shares of face value of ₹1 each.
September 28, 2024 9,000 1 1 Cash Rights issue 0.01 [●]
Total (D) 29,326,500 28.70 [●]
Total (A)+(B+(C)+(D) 69,152,500 67.67 [●]
_________
(1) Date of completion of buy-back.
*Pratik Gunvantraj Singhvi pursuant to renunciation letters, each dated November 17, 2017, renounced (i) 165,000 equity shares of face value ₹10 to
Pratik Gunwantraj Singhvi HUF; and (ii) 45,000 equity shares of face value ₹10 to Dipty Pratik Singhvi.
#Jai Gunvantraj Singhvi pursuant to renunciation letters, each dated November 17, 2017, renounced (i) 165,000 equity shares of face value ₹10 to Jai
Gunwantraj Singhvi HUF; and (ii) 45,000 equity shares of face value ₹10 each to Nisha Jai Singhvi.
(b) Details regarding build-up of the equity shareholding of the members of the Promoter Group and the Selling
Shareholders:
The details regarding the build-up of the equity shareholding of the members of the Promoter Group and the
Selling Shareholders are disclosed below:
Date of Number of Face Issue/ Nature of Nature of Pre- Offer Post-
allotment/transfer fully paid-up value transfer consideration acquisition/ Equity Share Offer
Equity price per allotment/ capital Equity
Shares equity share transfer Share
capital
(₹) (₹) (%) (%)
Dipty Pratik Singhvi@
November 30, 2017 45,000 10 10 Cash Rights issue* 0.44 [●]
March 4, 2023 (10,000) 10 4,000 Cash Buy-back (0.10) [●]
January 10, 2024 140,000 10 N.A N.A. Bonus issue in the 1.37 [●]
ratio of four equity
shares for existing
one equity share
held by the
Shareholders
March 12, 2024 (5,000) 10 4,500 Cash Buy-back (0.05) [●]
April 10, 2024 595,000 10 N.A. N.A. Bonus issue in the 5.82 [●]
95ratio of seven
equity shares for
existing two equity
shares held by the
Shareholders
August 22, 2024 Pursuant to resolutions passed by our Board at their meeting dated August 12, 2024 and the Shareholders at their
extraordinary general meeting dated August 22, 2024, our Company has sub-divided 8,923,500 equity shares of
face value of ₹10 each to 89,235,000 equity shares of face value of ₹1 each.
September 28, 2024 9,000 1 1 Cash Rights issue 0.01 [●]
Total (A) 7,659,000 7.49 [●]
Nisha Jai Singhvi@
November 30, 2017 45,000 10 10 Cash Rights issue# 0.44 [●]
March 4, 2023 (10,000) 10 4,000 Cash Buy-back (0.10) [●]
January 10, 2024 140,000 10 N.A. N.A. Bonus issue in the 1.37 [●]
ratio of four equity
shares for existing
one equity share
held by the
Shareholders
March 12, 2024 (5,000) 10 4,500 Cash Buy-back (0.05) [●]
April 10, 2024 595,000 10 N.A. N.A. Bonus issue in the 5.82 [●]
ratio of seven
equity shares for
existing two equity
shares held by the
Shareholders
August 22, 2024 Pursuant to resolutions passed by our Board at their meeting dated August 12, 2024 and the Shareholders at their
extraordinary general meeting dated August 22, 2024, our Company has sub-divided 8,923,500 equity shares of
face value of ₹10 each to 89,235,000 equity shares of face value of ₹1 each.
September 28, 2024 9,000 1 1 Cash Rights issue 0.01 [●]
Total (B) 7,659,000 7.49 [●]
Gunwantraj Manekchand Singhvi
March 26, 2018 100 10 10 Cash Transfer from Jai Negligible [●]
Gunvantraj Singhvi
January 10, 2024 400 10 N.A. N.A. Bonus issue in the Negligible [●]
ratio of four equity
shares for existing
one equity share
held by the
Shareholders
April 2, 2024 500 10 10 Cash Transfer from 0.01 [●]
Gunwantraj & Co.
HUF
April 10, 2024 3,500 10 N.A. N.A. Bonus issue in the 0.03 [●]
ratio of seven
equity shares for
existing two equity
shares held by the
Shareholders
August 22, 2024 Pursuant to resolutions passed by our Board at their meeting dated August 12, 2024 and the Shareholders at their
extraordinary general meeting dated August 22, 2024, our Company has sub-divided 8,923,500 equity shares of
face value of ₹10 each to 89,235,000 equity shares of face value of ₹1 each.
September 2, 2024 (100) 1 100 Cash Transfer to Negligible [●]
Kulmeet Sarup
Saggu
(100) 1 100 Cash Transfer to Prakash Negligible [●]
Suresh Rita
(100) 1 100 Cash Transfer to Manoj Negligible [●]
Pravinchandra
Gala
(100) 1 100 Cash Abhinav Sacheti Negligible [●]
96(100) 1 100 Cash Alpesh Negligible [●]
Vinaychandra
Sangoi
(100) 1 100 Cash Niraj Intex LLP Negligible [●]
(100) 1 100 Cash Mirage Intex LLP Negligible [●]
(100) 1 100 Cash Manish Gala Negligible [●]
Total (C) 44,200 0.04 [●]
Gunwantraj ManekchandSinghvi HUF
March 26, 2018 100 10 10 Cash Transfer from Jai Negligible [●]
Gunvantraj Singhvi
January 10, 2024 400 10 N.A. N.A. Bonus issue in the Negligible [●]
ratio of four equity
shares for existing
one equity share
held by the
Shareholders
April 10, 2024 1,750 10 N.A. N.A. Bonus issue in the 0.02 [●]
ratio of seven
equity shares for
existing two equity
shares held by the
Shareholders
August 22, 2024 Pursuant to resolutions passed by our Board at their meeting dated August 12, 2024 and the Shareholders at their
extraordinary general meeting dated August 22, 2024, our Company has sub-divided 8,923,500 equity shares of
face value of ₹10 each to 89,235,000 equity shares of face value of ₹1 each.
Total (D) 22,500 0.02 [●]
Nidhi Seemant Sacheti
September 28, 2024 475,000 1 N.A. Gift Transfer from 0.47 [●]
Pratik Gunvantraj
Singhvi
September 28, 2024 2,375,000 1 N.A. Gift Transfer from Jai 2.32 [●]
Gunvantraj Singhvi
Total (E) 2,850,000 2.79 [●]
Niraj Intex LLP
September 2, 2024 100 1 100 Cash Transfer from Negligible [●]
Gunwantraj
Manekchand
Singhvi
September 28, 2024 989,460 1 1 Cash Rights issue 0.97 [●]
Total (F) 989,560 0.97 [●]
Mirage Intex LLP
September 2, 2024 100 1 100 Cash Transfer from Negligible [●]
Gunwantraj
Manekchand
Singhvi
September 28, 2024 1,533,000 1 1 Cash Rights issue 1.50 [●]
Total (G) 1,533,100 1.50 [●]
Total 20,757,360 20.31 [●]
(A+B+C+D+E+F+G)
________
@Also a Promoter Group Selling Shareholder.
*Pratik Gunvantraj Singhvi pursuant to renunciation letters, each dated November 17, 2017, renounced (i) 165,000 equity shares of face value ₹10 to
Pratik Gunwantraj Singhvi HUF; and (ii) 45,000 equity shares of face value ₹10 to Dipty Pratik Singhvi.
#Jai Gunvantraj Singhvi pursuant to renunciation letters, each dated November 17, 2017, renounced (i) 165,000 equity shares of face value ₹10 to Jai
Gunwantraj Singhvi HUF; and (ii) 45,000 equity shares of face value ₹10 each to Nisha Jai Singhvi.
(c) Details of Promoters’ contribution and lock-in
Pursuant to Regulations 14 and 16 (1)(a) of the SEBI ICDR Regulations, an aggregate of at least 20% of the post-
Offer Equity Share capital of our Company held by our Promoters (or any non-individual public Shareholder
holding at least 5% of the post-Offer Equity Share capital or any entity (individual or non-individual) forming
97part of the Promoter Group) shall be considered as the minimum Promoters’ contribution and is required to be
locked-in for a period of 18 months from the date of Allotment (“Promoters’ Contribution”). Our Promoters’
shareholding in excess of 20% shall be locked in for a period of six months from the date of Allotment.
The details of the Equity Shares held by our Promoters, which shall be locked-in for minimum Promoters’
Contribution for a period of 18 months, from the date of Allotment are set out below:*
Name of the Number of Date up to Date of Nature of Face Issue/Acquisition Pre-Offer Percentage
Promoter Equity which Equity Acquisition of transaction value price per Equity Equity of post-Offer
Shares Shares are Equity Shares Share Share Equity
locked-in subject to and when made capital Share
lock-in fully paid-up (₹) (₹) (%) capital
[●] [●] [●] [●] [●] [●] [●] [●] [●]
________
*To be completed prior to filing of the Prospectus with the RoC.
The Promoters have given their consent to include such number of Equity Shares held by them as may constitute
20% of the post-Offer Equity Share capital of our Company as the Promoters’ Contribution and have agreed not
to dispose, sell, transfer, charge, pledge or otherwise encumber in any manner, the Promoters’ Contribution from
the date of filing of this Red Herring Prospectus, until the commencement of the lock-in specified above, or for
such other time as required under SEBI ICDR Regulations, except as may be permitted, in accordance with the
SEBI ICDR Regulations. The Promoters’ Contribution has been brought in to the extent of not less than the
specified minimum lot and from the persons defined as “promoter” under the SEBI ICDR Regulations.
Our Company undertakes that the Equity Shares that are being locked-in will not be ineligible for computation of
Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR Regulations. For details of the build-up of
the share capital held by our Promoters, see “—Build-up of Promoters’ Equity shareholding in our Company” on
page 92.
In this connection, we confirm the following:
(i) The Equity Shares offered towards minimum Promoters’ contribution have not been acquired during the
three immediately preceding years (a) for consideration other than cash and revaluation of assets or
capitalization of intangible assets, or (b) arising from bonus issue by utilization of revaluation reserves
or unrealized profits of our Company or from a bonus issue against Equity Shares, which are otherwise
ineligible for computation of Promoters’ contribution;
(ii) The Equity Shares offered towards minimum Promoters’ contribution have not been acquired by our
Promoters during the year immediately preceding the date of the Draft Red Herring Prospectus at a price
lower than the Offer Price;
(iii) Our Company has not been formed by the conversion of one or more partnership firms or a limited
liability partnership firm into a company;
(iv) The Equity Shares forming part of the Promoters’ contribution are not subject to any pledge; and
(v) All Equity Shares held by our Promoters are in dematerialized form as at the date of this Red Herring
Prospectus.
(d) Details of Equity Shares locked-in for six months
In addition to the Equity Shares proposed to be locked-in as part of the minimum Promoters’ contribution as stated
above, as prescribed under the SEBI ICDR Regulations, the entire pre-Offer Equity Share capital of our Company,
including any unsubscribed portion of the Offer will be locked-in for a period of six months from the date of
Allotment of Equity Shares in the Offer except the following: (i) the Equity Shares that are held by any VCFs,
AIF (category I or category II) or FVCI subject to the conditions set out in Regulation 17 of the SEBI ICDR
Regulations, provided that such Equity Shares will be locked-in for a period of at least six months from the date
of purchase by the VCFs, AIF (category I or category II) or FVCI; (ii) any Equity Shares held by eligible
employees of our Company (whether currently employees or not and including the legal heirs or nominees of any
deceased employees or ex-employees) which may be allotted to them under the ESOP Schemes prior to the Offer;
and (iii) the Equity Shares transferred pursuant to the Offer for Sale.
98(e) Lock-in of the Equity Shares to be Allotted, if any, to the Anchor Investors
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% of the Equity Shares Allotted to Anchor
Investors under the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment.
(f) Other requirements in respect of lock-in
Pursuant to Regulation 20 of the SEBI ICDR Regulations, details of locked-in Equity Shares will be recorded by
relevant depositories.
Pursuant to Regulation 21 of the SEBI ICDR Regulations, the locked-in Equity Shares held by our Promoters may
be pledged only with scheduled commercial banks or public financial institutions or a systemically important
NBFC or a housing finance company as collateral security for loans granted by such scheduled commercial bank
or public financial institution or systemically important NBFC or housing company, provided that specified
conditions under the SEBI ICDR Regulations are complied with. However, the relevant lock-in period shall
continue pursuant to the invocation of the pledge referenced above, and the relevant transferee shall not be eligible
to transfer the Equity Shares till the relevant lock-in period has expired in terms of the SEBI ICDR Regulations.
Pursuant to Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters, which are
locked-in in accordance with Regulation 16 of the SEBI ICDR Regulations, may be transferred to and among our
Promoters and any member of the Promoter Group, or to a new promoter of our Company and the Equity Shares
held by any persons other than our Promoters, which are locked-in in accordance with Regulation 17 of the SEBI
ICDR Regulations, may be transferred to and among such other persons holding specified securities that are locked
in, subject to continuation of the lock-in in the hands of the transferee for the remaining period and compliance
with the SEBI Takeover Regulations, as applicable.
(Remainder of this page has been intentionally left blank)
997. Shareholding Pattern of our Company
The table below presents the shareholding of our Company as at the date of this Red Herring Prospectus.
Catego Category Number Number NumbNumber Total Sharehold Number of voting rights Number Total Shareholdi Number of Number of Non- Other Total Number of
ry (I) of of of fully er of of number ing as a % held in each class of of shares number ng, as a % locked-in shares disposal encumbran number of Equity
Sharehol Sharehold paid-up partly shares of Equity of total securities (IX) underlyi of shares assuming shares (XII) pledged undertakin ces, if any shares Shares held
der (II) ers (III) Equity paid- underlyi Shares number of ng on fully full (XIV) g (XV) (XVI) encumbered in
Shares up ng held Equity outstandi diluted conversion (XVII) = demateriali
held Equit deposito (VII) Shares ng basis of (XIV+XV+X zed Form
(IV) y ry =(IV)+(V) (calculate convertib(including convertible VI) (XIV)
Share receipts + (VI) d as per No of voting rights Total le warrants, securities Numb As a Numb As a Numb As a Numb As a Numbe As a
s held (VI) SCRR, as a securities ESOP, (as a er (a) % of er (a) % of er (a) % of er (a) % of r (a) % of
(V) 1957) % of (includinconvertiblpercentage total total total total total
(VIII) As (A+B g e of diluted shar shar shar shar shar
a % of + C) warrantssecurities, share es es es es es
(A+B+C2) , ESOP etc.) (XI) capital) held held held held held
etc.) (X) = (VII+X) (XII)= (b) (b) (b) (b) (b)
(VII)+(X)
As a % of
(A+B+C2)
Class: Class Tot
Equity : al
Shares Other
s
(A) Promoter 11 89,909,8 - - 89,909,8 87.97 89,909,8 87.9 - - - 89,909,8 - - - - - - - 89,909,860
s and 60 60 60 7 60
Promoter
Group
(B) Public 7 12,290,1 - - 12,290,1 12.03 12,290,1 12.0 - - - 12,290,1 - - - - - - - 12,290140
40 40 40 3 40
(C) Non- - - - - - - - - - - - - - - - - - - - -
Promoter
- Non-
Public
(C1) Shares - - - - - - - - - - - - - - - - - - - -
Underlyi
ng DRs
(C2) Shares - - - - - - - - - - - - - - - - - - - -
held by
Employee
Trusts
Total 18 102,200, - - 102,200, 100.00 102,200, 100. - - - 102,200, - - - - - - - 102,200000
000 000 000 00 000
(Remainder of this page has been intentionally left blank)
1008. Details of the Shareholding of the major Shareholders of our Company
(1) Set out below are details of the Shareholders holding 1% or more of the paid-up Equity Share capital of our
Company and the number of Equity Shares held by them as at the date of this Red Herring Prospectus:
No. of Equity Shares of face Percentage of the pre-Offer
S. No. Name of Shareholder
value ₹1 each held Equity Share capital (%)
1. Pratik Gunwantraj Singhvi HUF 29,326,500 28.70
2. Jai Gunwantraj Singhvi HUF 29,326,500 28.70
3. Dipty Pratik Singhvi 7,659,000 7.49
4. Nisha Jai Singhvi 7,659,000 7.49
5. Pratik Gunvantraj Singhvi 5,283,500 5.17
6. Jai Gunvantraj Singhvi 5,216,000 5.10
7. Prakash Suresh Rita 3,628,200 3.55
8. ManojPravinchardra Gala 3,342,040 3.27
9. Nidhi Seemant Sacheti 2,850,000 2.79
10. Kulmeet Sarup Saggu 1,962,340 1.92
11. Seemant Hemkumar Sacheti 1,900,000 1.86
12. Mirage Intex LLP 1,533,100 1.50
13. Manish Gala 1,020,100 1.00
Total 100,706,280 98.54
(2) Set out below are details of the Shareholders who held 1% or more of the paid-up Equity Share capital of our
Company and the number of Equity Shares held by them 10 days prior to the date of this Red Herring Prospectus:
No. of Equity Shares of face Percentage of the pre-Offer
S. No. Name of Shareholder
value ₹1 each held Equity Share capital (%)
1. Pratik Gunwantraj Singhvi HUF 29,326,500 28.70
2. Jai Gunwantraj Singhvi HUF 29,326,500 28.70
3. Dipty Pratik Singhvi 7,659,000 7.49
4. Nisha Jai Singhvi 7,659,000 7.49
5. Pratik Gunvantraj Singhvi 5,283,500 5.17
6. Jai Gunvantraj Singhvi 5,216,000 5.10
7. Prakash Suresh Rita 3,628,200 3.55
8. ManojPravinchardra Gala 3,342,040 3.27
9. Nidhi Seemant Sacheti 2,850,000 2.79
10. Kulmeet Sarup Saggu 1,962,340 1.92
11. Seemant Sacheti 1,900,000 1.86
12. Mirage Intex LLP 1,533,100 1.50
13. Manish Gala 1,020,100 1.00
Total 100,706,280 98.54
(3) Set out below are details of the Shareholders who held 1% or more of the paid-up equity 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:
No. of equity shares of face Percentage of the pre-Offer equity
S. No. Name of Shareholder
value ₹10 each held share capital (%)
1. Pratik Gunwantraj Singhvi HUF 29,317,500 32.85
2. Jai Gunwantraj Singhvi HUF 29,317,500 32.85
3. Pratik Gunvantraj Singhvi 7,650,000 8.57
4. Dipty Pratik Singhvi 7,650,000 8.57
5. Nisha Jai Singhvi 7,650,000 8.57
6. Jai Gunvantraj Singhvi 7,582,500 8.50
Total 89,167,500 99.91
(4) Set out below are details of the Shareholders who held 1% or more of the paid-up equity 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:
No. of equity shares of face Percentage of the pre-Offer equity
S. No. Name of Shareholder
value ₹10 each held share capital (%)
1. Pratik Gunwantraj Singhvi HUF 135,000 32.93
2. Jai Gunwantraj Singhvi HUF 135,000 32.93
3. Pratik Gunvantraj Singhvi 35,000 8.54
101No. of equity shares of face Percentage of the pre-Offer equity
S. No. Name of Shareholder
value ₹10 each held share capital (%)
4. Dipty Pratik Singhvi 35,000 8.54
5. Nisha JaiSinghvi 35,000 8.54
6. Jai Gunvantraj Singhvi 34,700 8.46
Total 409,700 99.94
9. Details of the Shareholding of our Promoters, members of our Promoter Group, Directors, Key Managerial
Personnel and Senior Management
None of our Promoters, members of our Promoter Group, Directors, Key Managerial Personnel or Senior Management
hold any Equity Shares in our Company as at the date of filing of this Red Herring Prospectus other than as disclosed
below:
No. of Equity Percentage of the pre - Percentage of the post-
S. No. Name of the Shareholder Shares of face value Offer Equity Share Offer of Equity Share
₹1 each held capital (%) capital (%)
Promoters
1. Pratik Gunvantraj Singhvi^ 5,283,500 5.17 [●]
2. Jai Gunvantraj Singhvi^ 5,216,000 5.10 [●]
3. Pratik Gunwantraj Singhvi HUF 29,326,500 28.70 [●]
4. Jai Gunwantraj Singhvi HUF 29,326,500 28.70 [●]
Promoter Group
5. Dipty Pratik Singhvi 7,659,000 7.49 [●]
6. Nisha JaiSinghvi 7,659,000 7.49 [●]
7. Gunwantraj Manekchand Singhvi 44,200 0.04 [●]
8. Gunwantraj Manekchand Singhvi HUF 22,500 0.02 [●]
9. Nidhi Seemant Sacheti 2,850,000 2.79 [●]
10. Niraj Intex LLP 989,560 0.97 [●]
11. Mirage Intex LLP 1,533,100 1.50 [●]
Directors
12. Abhinav Sacheti 337,360 0.33 [●]
Senior Management
13. Kulmeet Sarup Saggu 1,962,340 1.92 [●]
14. Prakash Suresh Rita 3,628,200 3.55 [●]
15. AlpeshVinaychandraSangoi 100,100 0.09 [●]
Total 95,937,860 93.86 [●]
________
^Also a Director
10. Employee Stock Option Plan
Our Company does not have any employee stock option scheme or employee stock purchase scheme as at date of
this Red Herring Prospectus.
11. As at the date of this Red Herring Prospectus, there are no outstanding warrants, options, debentures, loans or other
instruments convertible into Equity Shares.
12. As at the date of this Red Herring Prospectus, the BRLMs and their respective associates (determined as per the
definition of ‘associate company’ under the Companies Act and as per definition of the term ‘associate’ under the
SEBI Merchant Bankers Regulations) do not hold any Equity Shares of our Company. The BRLMs 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.
13. None of the BRLMs are an associate (as defined under the Securities and Exchange Board of India (Merchant Bankers)
Regulations, 1992) of the Company.
14. Our Company, our Directors and the BRLMs have not entered into any buy-back arrangements for purchase of Equity
Shares to be Allotted pursuant to the Offer.
15. Our Company does not have any partly paid-up Equity Shares as at the date of this Red Herring Prospectus. All Equity
Shares Allotted in the Offer will be fully paid-up at the time of Allotment.
10216. There has been no and will be no further issue of Equity Shares whether by way of issue of bonus shares, rights issue,
preferential issue or any other manner during the period commencing from the date of filing of the Draft Red Herring
Prospectus until the listing of the Equity Shares on the Stock Exchanges pursuant to the Offer or all application moneys
have been refunded to the Anchor Investors, or the application moneys are unblocked in the ASBA Accounts on
account of non-listing, under-subscription etc., as the case may be in the event there is a failure of the Offer.
17. None of our Promoters, any member of our Promoter Group, our Directors, nor any of their relatives have purchased
or sold any securities of our Company during the period of six months immediately preceding the date of this Red
Herring Prospectus.
18. Our Company presently does not intend or propose and is not under negotiations or considerations to alter its capital
structure for a period of six months from the Bid/Offer Opening Date, by way of split or consolidation of the
denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into or
exchangeable, directly or indirectly for Equity Shares) whether on a preferential basis or by way of issue of bonus
shares or on a rights basis or by way of further public issue of Equity Shares or qualified institutions placements or
otherwise. Provided however, that the foregoing restrictions do not apply to the issuance of any Equity Shares under
the Offer.
19. Our Company shall ensure that any transactions in the Equity Shares by our Promoters and members of our Promoter
Group during the period between the date of filing of the Draft Red Herring Prospectus the date of closure of the Offer
shall be reported to the Stock Exchanges within 24 hours of the transactions.
20. No person connected with the Offer, including, but not limited to, the BRLMs, the Syndicate Member, our Company,
our Promoters, members of our Promoter Group, our Directors, the Selling Shareholders 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, except for fees or commission for services rendered in relation to the Offer.
21. Our Promoters and the members of the Promoter Group shall not participate in the Offer, except to the extent of the
Promoter Selling Shareholders and Promoter Group Selling Shareholders participating in the Offer for Sale.
22. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless otherwise permitted
by law.
23. None of the Shareholders of our Company are directly or indirectly related to the BRLMs or their associates.
24. Our Company is in compliance with the Companies Act with respect to the issuances of securities from the date of
incorporation of our Company until the date of filing of this Red Herring Prospectus.
25. As at the date of this Red Herring Prospectus, the total number of holders of the Equity Shares is 18.
103OBJECTS OF THE OFFER
The objects of the Offer are to (i) to carry out the Offer for Sale of up to [●] equity shares of face value of ₹1 each by the
Selling Shareholders aggregating up to ₹4,513.15 million; and (ii) achieve the benefits of listing the Equity Shares on the
Stock Exchanges. For further details of the Offer, see “The Offer” beginning on page 72.
Further, our Company expects that listing of the Equity Shares will enhance our visibility and brand image and provide
liquidity and a public market for the Equity Shares in India.
Utilization of the Offer Proceeds by the Selling Shareholders
Our Company will not receive any proceeds from the Offer (the “Offer Proceeds”) and all the Offer Proceeds will be
received by the Selling Shareholders after deduction of Offer related expenses and relevant taxes thereon, to be borne by
the Selling Shareholders. For details of the Offered Shares, see “Other Regulatory and Statutory Disclosure—Authority
for the Offer” on page 396.
Offer expenses
The Offer expenses are estimated to be approximately ₹[●] million.
The Offer expenses comprises of, among other things, listing fee, underwriting fee, selling commission and brokerage, fee
payable to the Book Running Lead Managers, legal counsel, Registrar to the Offer, Escrow Collection Bank, 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 Registered Brokers, RTAs and CDPs, fees payable to the Sponsor
Banks for Bids made by UPI Bidders, printing and stationery expenses, advertising and marketing expenses and all other
incidental expenses for listing the Equity Shares on the Stock Exchanges.
Other than (i) the listing fees and audit fees of statutory auditors (to the extent not attributable to the Offer); and (ii) expenses
in relation to product or corporate advertisements, i.e. any corporate advertisements consistent with past practices of the
Company (other than the expenses relating to marketing and advertisements undertaken in connection with the Offer)
which shall be solely borne by the Company, all costs, charges, fees and expenses directly related to, and incurred in
connection with the Offer shall be borne by each of the Selling Shareholders in proportion to their respective Offered
Shares,except as may be prescribed by the SEBI or any other regulatory authority. All outstanding amounts payable to the
BRLMs in accordance with the terms of the Fee Letter shall be payable directly from the Public Offer Account after transfer
of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account and immediately on receipt of
the final listing and trading approvals from the Stock Exchanges, in the manner set out in the Cash Escrow and Sponsor
Bank Agreement to be executed in relation to the Offer. It is further clarified that, except for amounts payable to the BRLMs
by the Selling Shareholders (in proportion to the number of Equity Shares transferred, which shall be payable directly from
the Public Offer Account in the manner set out in the Cash Escrow and Sponsor Bank Agreement, all expenses relating to
the Offer shall be paid by the Company in the first instance. Upon commencement of listing and trading of the Equity
Shares on the Stock Exchanges pursuant to the Offer, each Selling Shareholder shall, severally and not jointly, reimburse
the Company for any expenses in relation to the Offer paid by the Company on behalf of the respective Selling Shareholder
directly from the Public Offer Account, and in the event the Offer is withdrawn, postponed, abandoned or not completed
for any reason, each Selling Shareholder shall, severally and not jointly, reimburse the Company for any expenses in
relation to the Offer which may have accrued up to the date of such postponement, withdrawal, abandonment or failure
and paid by the Company on behalf of the respective Selling Shareholder, in each case, in proportion to their respective
Offered Shares, except as may be prescribed by the SEBI or any other regulatory authority.
The break-down for the estimated Offer expenses are set forth below.
Estimated As a % of total
As a % of
Activity expenses$ estimated Offer
Offer size$
(₹ million) related expenses$
BRLMs’ fees and commissions (including underwriting commission, [●] [●] [●]
brokerage and selling commission)
Selling commission/ processing fee for SCSBs, Sponsor Banks and fee [●] [●] [●]
payable to Sponsor Banks for Bids made by RIBs (1)(2)(5)
Brokerage and selling commission and bidding/uploading charges payable [●] [●] [●]
to Members of the Syndicate (including their Sub-Syndicate Members),
RTAs, CDPs and Registered Brokers (3)(4)(5)
Fees payable to Registrar of the Offer [●] [●] [●]
Fees payable to other parties, including but not limited to Joint Statutory [●] [●] [●]
Auditors, industry expert.
104Estimated As a % of total
As a % of
Activity expenses$ estimated Offer
Offer size$
(₹ million) related expenses$
Others
Listing fees, SEBI fees, upload fees, BSE and NSE processing fees, book- [●] [●] [●]
building software fees
Printing and stationery expenses [●] [●] [●]
Advertising and marketing expenses [●] [●] [●]
Fees payable to legal counsels [●] [●] [●]
Miscellaneous (comprising fees payable to strategic advisors and additional [●] [●] [●]
intermediaries, if any, chartered accountant(s) and company secretary that
may be appointed in the course of Offer)
Total estimated Offer expenses [●] [●] [●]
Note: The above expenses are inclusive of GST wherever applicable
$ The Offer expenses will be incorporated in the Prospectus on finalization of the Offer Price.
(1) Selling commission payable to the SCSBs on the portion for RIBs, Non-Institutional Bidders, Eligible Employees Bidders which are directly
procured and uploaded by the SCSBs, would be as follows:
Portion for RIBs* 0.35% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders * 0.20% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* 0.20% of the Amount Allotted (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Offer 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 the Company and the Selling Shareholders to the SCSBs on the applications directly procured by them.
(2) Processing fees payable to the SCSBs on the portion for Retail Individual Investors, Non-Institutional Investors and Eligible Employees (excluding
UPI bids) which are procured by the Members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSBs for blocking,
would be as follows:
Portion for Retail Individual Investors, Non-Institutional Investors and ₹10 per valid application (plus applicable taxes)
Eligible Employees*
* Processing fees payable to the SCSBs for capturing Syndicate Member/ Sub-syndicate (Broker)/ Sub-broker code on the ASBA Form for Non-
Institutional Bidders and Qualified Institutional Bidders with Bids above ₹0.50 million would be ₹10 (plus applicable taxes) per valid application
subject to a maximum cap of ₹0.50 million (plus applicable taxes).
In case the total uploading charges/processing fees payable exceeds ₹ 0.50 million (plus applicable taxes), then the amount payable to SCSBs would
be proportionately distributed based on the number of valid applications such that the total uploading charges / processing fees payable does not
exceed ₹ 0.50 million (plus applicable taxes).
(3) Brokerage, selling commission and processing/uploading charges on the portion for RIBs (using the UPI mechanism), Eligible Employee Bidders,
and Non-Institutional Bidders 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 & bank account provided by some of the brokers which are members of Syndicate (including
their sub-Syndicate Members) would be as follows:
Portion for RIBs* 0.35% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.20% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* 0.20% of the Amount Allotted* (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
The Selling commission payable to the Syndicate / sub-Syndicate Members (RII up to ₹ 0.20 million), Eligible Employees, and Non-Institutional
Bidders (from ₹ 0.20 - ₹ 0.50 million) will be determined on the basis of the application form number / series, provided that the application is also
bid by the respective Syndicate / sub-Syndicate Members. For clarification, if a Syndicate ASBA application on the application form number / series
of a Syndicate / sub-Syndicate Members, is bid by an SCSB, the Selling Commission will be payable to the SCSB and not the Syndicate / sub-
Syndicate Members.
For Non-Institutional Bidders (above ₹ 0.50 million), 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.
(4) Uploading Charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the applications made by
RIBs, Eligible Employee Bidders using 3-in-1 accounts/Syndicate ASBA mechanism and Non-Institutional Bidders which are procured by them
and submitted to SCSB for blocking or using 3-in-1 accounts/Syndicate ASBA mechanism, would be as follows: ₹ 10 plus applicable taxes, per valid
application bid by the Syndicate (including their sub-Syndicate Members), RTAs and CDPs.
Bidding charges/ Processing Charges payable on the application made using 3-in-1 accounts will be subject to a maximum cap of ₹1.00 million
(plus applicable taxes), in case if the total Bidding charges /processing Charges exceeds ₹ 1.00 million (plus applicable taxes) then it will be paid
on pro-rata basis for portion of (i) RIB’s (ii) NIB’s (iii) Eligible Employees, as applicable.
105The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis of the bidding
terminal id as captured in the Bid Book of BSE or NSE.
Selling commission/ uploading charges payable to the Registered Brokers on the portion for RIBs, Eligible Employee Bidders, and Non-Institutional
Bidders which are directly procured by the Registered Broker and submitted to SCSB for processing, would be as follows:
Portion for Retail Individual Investors, Non-Institutional Investors and ₹10 per valid application (plus applicable taxes)
Eligible Employees*
* Based on valid applications
(5) Uploading charges/ Processing fees for applications made by RIBs using the UPI Mechanism (up to ₹ 0.20 million) and Eligible Employees (up to
₹ 0.50 million) using the UPI Mechanism and Non-Institutional Bidders (from ₹ 0.20 - ₹ 0.50 million) would be as under:
Members of the Syndicate/ RTAs / CDPs/ Registered Brokers* ₹30 per valid application (plus applicable taxes) subject to a
maximum cap of ₹2.50 million (plus applicable taxes)
* The total uploading charges / processing fees payable to Members of the Syndicate, RTAs, CDPs, Registered Brokers will be subject to a maximum
cap of ₹2.50 million (plus applicable taxes). In case the total uploading charges/processing fees payable exceeds ₹2.50 million, 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 ₹2.50 million (plus applicable taxes).
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash Escrow
and Sponsor Bank Agreement .
HDFC Bank Limited ₹ Nil for up to 12.00 lakhs applications and ₹6.50/- (plus applicable taxes) for per applications above 12.00
lakhs applications made by UPI Bidders using the UPI mechanism.
The Sponsor Bank(s) shall be responsible for making payments to the third parties such as remitter bank,
NPCI and such other parties as required in connection with the performance of its duties under the SEBI
circulars, the Syndicate Agreement and other applicable laws.
ICICI Bank Limited ₹ Nil for up to 2.00 lakhs applications and ₹6.50/- (plus applicable taxes) for per applications above 2.00
lakhs applications made by UPI Bidders using the UPI mechanism.
The Sponsor Bank(s) shall be responsible for making payments to the third parties such as remitter bank,
NPCI and such other parties as required in connection with the performance of its duties under the SEBI
circulars, the Syndicate Agreement and other applicable laws.
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate
Agreement and Cash Escrow and Sponsor Bank Agreement.
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 provide a written confirmation on compliance with SEBI RTA Master Circular, in a format
as prescribed by SEBI, from time to time and in accordance with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51
dated April 20, 2022.
Bridge financing facilities
We have not availed bridge financing from any bank or financial institution as at the date of this Red Herring Prospectus.
Monitoring utilization of funds from the Offer
Since the Offer is an Offer for Sale and our Company will not receive any proceeds from the Offer, our Company is not
required to appoint a monitoring agency for the Offer.
Other confirmations
The Offer proceeds will be received by the Selling Shareholders. None of our Directors and Key Managerial Personnel
(other than the Promoter Selling Shareholders) and Senior Management will receive any portion of the Offer Proceeds.
(Remainder of this page has been intentionally left blank)
106BASIS FOR OFFER PRICE
The Price Band and the Offer Price will be determined by our Company, in consultation with the BRLMs, on the basis of
assessment of market demand for the Equity Shares offered through the Book Building Process and the quantitative and
qualitative factors as described below and justified in view of the relevant parameters. The face value of the Equity Shares
is ₹1 each and the Floor Price is [●] times the face value of the Equity Shares and the Cap Price is [●] times the face value
of the Equity Shares.
Investors should also refer to “Risk Factors”, “Our Business”, “Restated Consolidated Financial Information”,“Other
Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 30, 178, 251, 343 and 346, respectively, to have an informed view before making an investment
decision.
Qualitative factors
Some of the qualitative factors which form the basis for computing the Offer Price are:
• One of India’s leading and largest organized wall panel brands in the organized Decorative Wall Panel industry;
• Comprehensive product portfolio across various categories;
• Staying ahead of market trends with our merchandising capabilities and a key focus on product novelty and new
designs;
• Asset-light business model with global long-term partnerships;
• Pan-India presence with a well-established distribution network;
• Experienced Promoters and management team; and
• Proven track record of robust financial performance and low leverage levels
Quantitative factors
Certain information presented below relating to our Company is derived from the Restated Consolidated Financial
Information.
Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows:
1. Basic and diluted Earnings per Share (“EPS”) at face value of ₹1 each:
Based on / derived from the Restated Consolidated Financial Information:
Fiscal Basic EPS Diluted EPS Weight
(₹)
2025 7.53 7.53 3
2024 6.19 6.19 2
2023 5.85 5.85 1
Weighted Average 6.80 6.80
__________
Notes:
(1) EPS has been calculated in accordance with the Indian Accounting Standard 33 – “Earnings per share”. The face value of equity shares of
the Company is ₹1.
(2) Basic Earnings per share = Net profit after tax (loss after tax) as restated / Weighted average number of equity shares outstanding during the
financial year post adjustment of bonus shares issued.
(3) Diluted Earnings per share = Net profit after tax (loss after tax) as restated / Weighted average number of potential equity shares outstanding
during the financial year post adjustment of bonus shares issued.
(4) Weighted average = Aggregate of financial year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each financial
year /Total of weights.
1072. Price/Earnings (“P/E”) Ratio in relation to Price Band of ₹[●]to ₹[●] per Equity Share: (1)
Based on / derived from the Restated Consolidated Financial Information:
Particulars P/E at the lower end of P/E at the higher end of
Price Band (no. of Price band (no. of times)#
times)#
P/E ratio based on basic EPS for Financial Year 2025 [●] [●]
P/E ratio based on diluted EPS for Financial Year 2025 [●] [●]
______
(1) To be updated on finalisation of the Price Band.
3. Industry Peer Group Price / Earnings (P/E) ratio
Based on the peer group information (excluding our Company) given below are the highest, lowest and industry
average P/E ratio:
Based on / derived from the Restated Consolidated Financial Information:
Particulars P/E Ratio
Highest 87.54
Lowest 40.32
Average 61.57
_______
Source: Based on peer set provided below.
(1) The highest and lowest industry P/E shown above is based on the peer set provided below under “Comparison with listed industry peers”.
The industry average has been calculated as the arithmetic average P/E of the peer set provided below.
(2) P/E figures for the peer are computed based on closing market price as on July 31, 2025 on, divided by (Diluted EPS (on consolidated
basis)/(Basic EPS) based on the financial results declared by the peers available on website of www.bseindia.com for the Financial Year
ending March 31, 2025
4. Average Return on Net Worth (“RoNW”)
Based on / derived from the Restated Consolidated Financial Information:
Fiscal RoNW (%) Weight
2025 32.60 3
2024 40.39 2
2023 45.81 1
Weighted Average 37.40
_______
Notes:
(1) Return on Net Worth (%) = Net profit after tax, as restated / Net worth as restated as at period/year end.
(2) Net worth means the aggregate value of the paid up share capital of the Company and all reserves created out of profits and securities
premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses,
miscellaneous expenditure not written off, as per the restated balance sheet, but does not include reserves created out of revaluation of assets,
capital reserve on account of Amalgamation, write-back of depreciation as at period /year end, as per Restated Consolidated Financial
Information.
(3) Weighted average = Aggregate of financial year-wise weighted Net Worth divided by the aggregate of weights i.e. ((Net Worth x Weight) for
each financial year)/(Total of weights).
5. Net Asset Value (“NAV”) per Equity Share (face value of ₹1 each)
Based on / derived from the Restated Consolidated Financial Information:
NAV per Equity Share (₹)
As at March 31, 2025 22.94
After the completion of the Offer*
-At the Floor Price [●]
-At the Cap Price [●]
-At the Offer Price [●]
_________
* To be completed prior to filing of the Prospectus with the RoC
Notes:
(1) Offer Price per Equity Share will be determined on conclusion of the Book Building Process.
108(2) Net asset value per share = Net worth as restated / Outstanding Number of equity shares as at period or financial year end.
6. Comparison of Accounting Ratios with listed industry peers (as at or for the period ended March 31, 2025, as
applicable)
We operate in the decorative wall panel and decorative laminates industry as a prominent seller and marketer of Decorative
Wall Panels and Decorative Laminates. According to the Technopak Report, we are one of India’s leading Decorative Wall
Panel brands and have established ourselves as one of the largest organized Wall Panel brands with a market share of
15.87% by revenue in the organized Decorative Wall Panels industry and our total revenue from the Decorative Wall
Panels during Fiscal 2023 was ₹1,742.89 million (Source: Technopak Report). For further details see, “Industry Overview-
—Overview of Wall Decorative Industry—Interior Decorative Wall Panels—Indian Decorative Wall Panel Market Size by
Value” on page 151.
We study, identify and understand industry trends, the potential product requirements of our consumers and focus on
delivering a product portfolio that resonates with diverse market segments and requirements of our consumers and focus
on delivering a product portfolio that resonates with diverse market segments.
The Decorative Wall Panels and Decorative Laminates industries, in which we operate, do not have any other direct peer
who have their equity shares listed on stock exchanges in India. While we have considered the below as our peer companies
on account of them catering to similar aspects and nature of the business, these companies are not focused only on the
Decorative Wall Panel and the Decorative Laminates industries and to that and to that extent, their financial information
and KPIs may not be directly comparable with the Company. Additionally, there is no comparable listed company within
the Decorative Wall Panels and Decorative Laminates industries operating at a similar scale as that undertaken by the
Company, resulting in its classification as a comparable peer company. The companies such as: (i) Asian Paints Limited;
(ii) Berger Paints India Limited; and (iii) Indigo Paints Limited have been considered as comparable peers because the
Decorative Wall Panels and Decorative Laminates industries are emerging industries which face competition from
alternative materials and interior solutions such as decorative paints, wallpaper and other types of wall finishes.
Face value EPS (₹) NAV (per
RoNW
Basic Diluted share)
Name of Company P/E
(₹ per (₹) (%)
share)
Euro Pratik Sales Limited (1) 1 7.53 7.53 22.91 NA 32.65
Listed peers(2)
Greenlam Industries Limited 1 2.68 2.68 44.17 87.54 6.07
Asian Paints Limited 1 38.25 38.25 201.84 62.64 19.16
Berger Paints India Limited 1 10.13 10.12 52.78 55.77 19.22
Indigo Paints Limited 10 29.76 29.68 216.35 40.32 13.79
____________
(1) Financial information of our Company is derived from the Restated Consolidated Financial Information as certified by M/s. C N K & Associates LLP,
Chartered Accountants, firm registration number 101961W/W-100036 and M/s. Monika Jain & Co., Chartered Accountants, firm registration number
130708W, Joint Statutory Auditors pursuant to their certificate dated September 5, 2025.
(2) Source: All the financial information for listed industry peer mentioned above is on a consolidated basis and is sourced from the filings made with
stock exchanges available on www.bseindia.com for the Financial Year ending March 31, 2025.
Notes:
1. P/E Ratio has been computed based on the closing market price of equity shares on July 31, 2025, divided by the Diluted EPS for the year ended
March 31, 2025.
2. Return on Net Worth (%) = Net profit after tax, as restated / Net worth as restated as at period/year end.
3. Net worth means the aggregate value of the paid up share capital of the Company and all reserves created out of profits and securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, miscellaneous
expenditure not written off, as per the restated balance sheet, but does not include reserves created out of revaluation of assets, capital reserve
on account of Amalgamation, write-back of depreciation as at period /year end, as per Restated Consolidated Financial Information.
4. NAV is computed as the closing net worth divided by the closing outstanding number of equity shares.
7. Key Performance Indicators
The table below sets forth the details of KPIs that our Company considers have a bearing for arriving at the basis for Offer
Price. All the KPIs disclosed below have been approved by a resolution of our Audit Committee dated September 5, 2025.
Further, the Audit Committee has noted that no KPIs have been disclosed to any new investors in the last three years
preceding the date of this Red Herring Prospectus. Further, the KPIs herein have been certified by (i) our Chairman and
Managing Director pursuant to their certificate dated September 5, 2025; and (ii) M/s. C N K & Associates LLP, Chartered
Accountants, firm registration number 101961W/W-100036 and M/s. Monika Jain & Co., Chartered Accountants, firm
registration number 130708W, Joint Statutory Auditors pursuant to certificate dated September 5, 2025.
109The KPIs disclosed below have been used historically by the Company to understand and analyze the business performance,
which in result, help it in analyzing the growth of various verticals in comparison to its peers. Our Company confirms that
it shall continue to disclose all the KPIs included in this section on a periodic basis, at least once a year (or any lesser period
as may be 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 Exchanges, or for such other duration as required under the SEBI ICDR Regulations. The table below sets
forth certain key financial and operational performance indicators and accounting ratios as at the dates, and for the periods,
indicated below.
As at and for the financial year ended March 31,
Particulars
2025 2024 2023
GAAP Metrics:
Revenue from operations (₹ million)(1) 2,842.27 2,216.98 2,635.84
Profit after tax (₹ million)(2) 764.40 629.07 595.65
Non-GAAP Metrics:
EBITDA (3)(₹ million) 1,101.01 890.02 836.34
EBITDA Margin (4)(%) 38.74 40.15 31.73
Gross margin(%) or Gross Profit Margin (5) 45.47 43.05 36.02
Return on Equity (6)(%) 39.18 44.03 47.70
Return on Capital Employed (7)(%) 44.58 55.17 61.42
Debt to Equity Ratio (8)(in times) 0.01 - 0.02
Net Debt to EBITDA Ratio (9) (in times) - - -
Working Capital Days (days) (10) 168.00 139.00 119.00
__________
Notes:
(1) Revenue from operations refers to revenue generated from the sale of our products.
(2) Profit after tax refers to profits earned by us after deducting all our operational and non-operational expenses and taxes.
(3) EBITDA is defined as earnings before interest, taxes, depreciation and amortization.
(4) EBITDA Margin is defined as our EBITDA during a given period as a percentage of revenue from operations during that period.
(5) Gross Margin measures our gross profit compared to our revenues as a percentage and is calculated by subtracting our Cost of Goods Sold
(“COGS”) from our Net Sales divided by our revenue from operations. COGS refers to the direct costs such as cost of materials consumed, that we
incur for producing our finished goods. Net Sales refers to our total revenue from operations after deducting any returns, allowances and discounts
on our finished goods.
(6) Return on Equity or RoE is calculated by dividing our profit for the year by the average total equity (sum of opening and closing divided by two)
during that year and is expressed as a percentage.
(7) Return on Capital Employed or RoCE is calculated by dividing our EBIT (i.e., earnings before interest and taxes) during a given period by Capital
Employed (i.e., sum of tangible net worth, total debt and deferred tax liability), and is expressed as a percentage. Tangible net worth is calculated
by reducing total liabilities, intangible assets (including intangible assets under development) and deferred tax assets (net) from the total assets).
(8) Debt to Equity Ratio is calculated by dividing our total borrowings (i.e., our total non-current borrowings and current maturities of long term-
borrowings) by our total equity (i.e., our total assets minus our total liabilities).
(9) Net Debt to EBITDA Ratio is calculated by our net debt (i.e., our total non-current borrowings and current maturities of long term-borrowings less
cash and cash equivalents and other bank balances (current and non-current)) divided by our operating EBITDA.
(10) Working capital days is calculated as inventory days plus trade receivable days minus trade payable days. Inventory days is calculated as average
inventory divided by revenue from operations multiplied by 365 days. Trade receivable days is calculated as average trade receivables divided by
revenue from operations multiplied by 365 days. Trade payable days is calculated as average trade payables divided by purchases of stock in trade
multiplied by 365 days
Explanation for the key performance indicators
S. No Key performance indicators(1) Description
GAAP Metrics:
1. Revenue from operations Revenue from operations is used to track the revenue profile of our business and
in turn helps to assess the financial performance of the Company and size of our
business.
2. Profit after tax Profit after tax takes into account the taxes paid by the Company on its pre-tax
earnings and is a crucial metric for assessing financial performance.
Non-GAAP Metrics:
1. EBITDA EBITDA provides insights into the Company’s operational profitability before the
finance cost, taxation, depreciation and amortization expenses.
2. EBITDA Margin EBITDA Margin is an indicator of the operational efficiency of our business
calculated as EBITDA as a percentage of total income.
3. Gross margin (%) or Gross Profit Gross profit margin measures our Company's financial health and efficiency and
Margin generally used to identify areas for cost-cutting and improvement.
4. Return on Equity Return on Equity measures how efficiently our Company generates profits from
shareholders’ funds.
1105. Return on Capital Employed Return on capital employed measures how efficiently we can generate profits
from our capital employed.
6. Debt to Equity Ratio Debt-to-equity (D/E) ratio is used to evaluate a company’s financial leverage and
compares our total debt to our shareholder equity. Debt to Equity ratio measures
the proportion of debt used to finance our assets relative to our Equity.
7. Net Debt to EBITDA Ratio Net Debt to EBITDA is a measure of the extent to which our Company can cover
our debt and represents our debt position in comparison to our profitability. It
helps evaluate our financial leverage.
8. Working Capital Days Describes the number of days it takes for us to convert our working capital into
revenue
_______
(1) As certified by (i) our Chairman and Managing Director pursuant to the certificate September 5, 2025; and (ii) M/s. C N K & Associates LLP,
Chartered Accountants, firm registration number 101961W/W-100036 and M/s. Monika Jain & Co., Chartered Accountants, firm registration number
130708W, Joint Statutory Auditors, pursuant to their certificate dated September 5, 2025.
Description on the historic use of KPIs by our Company to analyze, track or monitor the operational and/ or
financial performance of our Company:
In evaluating our business, we consider and use certain KPIs, as presented below, as a supplemental measure to review and
assess our financial and operating performance. The presentation of these KPIs are not intended to be considered in isolation
or as a substitute for the Restated Consolidated Financial Information. We use these KPIs to evaluate our financial and
operating performance. Some of these KPIs are not defined under Ind AS and are not presented in accordance with Ind AS.
These KPIs have limitations as analytical tools. Further, these KPIs may differ from the similar information used by other
companies and hence their comparability may be limited. Therefore, these KPIs 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. Although these KPIs are not a measure of performance calculated in accordance with
applicable accounting standards, our Company’s management believes that it provides an additional tool for investors to
use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies in
our industry because it provides consistency and comparability with past financial performance, when taken collectively
with financial measures prepared in accordance with Ind AS. Investors are encouraged to review the Ind AS financial
measures and to not rely on any single KPI to evaluate our business.
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 our Board), until one year after the date of listing of the Equity Shares
on the Stock Exchanges, or for such other duration as may be required under the SEBI ICDR Regulations.
Comparison of KPIs over time shall be explained based on additions or dispositions to our business
Except as disclosed in “History and Certain Corporate Matters—Details regarding Material Acquisitions or Divestments
of Business/ Undertakings, Mergers, Amalgamation, any Revaluation of Assets, etc. in the last 10 Years” on page 220, our
Company has not made any additions or dispositions to its business during the financial years ended March 31, 2025,
March 31, 2024 and March 31, 2023.
8. Comparison of our key performance indicators with listed industry peers
The following tables provides a comparison of our KPIs with our listed peers for the Fiscal/period indicated, which has
been determined on the basis of companies listed on the Indian stock exchanges of comparable size to our Company,
operating in the same industry as our Company and whose business model is similar to our business model.
Fiscal 2025
Particulars Euro Pratik Greenlam Asian Paints Berger Paints Indigo Paints
Sales Industries Limited India Limited Limited
Limited Limited
Revenue from operations (₹ million) 2,842.27 25,693.40 339,056.20 115,447.10 13,406.73
Profit after tax (₹ million) 764.40 683.50 37,097.10 11,828.10 1,421.65
EBITDA (₹ million) 1,101.01 2,855.50 67,195.30 19,859.30 2,519.81
EBITDA Margin (%) 38.74 11.12 19.82 17.20 18.80
Gross margin (%) 45.47 52.26 42.44 41.43 46.02
Return on Equity (%) 39.18 6.21 18.79 20.47 14.71
Return on Capital Employed (%) 44.58 7.86 27.47 27.09 19.31
Debt to Equity Ratio 0.01 0.96 0.04 0.02 0.01
Net Debt to EBITDA Ratio - 3.61 - - -
Working Capital Days 168.00 1.61 48.71 26.90 2.92
111Fiscal 2024
Particulars Euro Pratik Greenlam Asian Paints Berger Paints Indigo Paints
Sales Limited Industries Limited India Limited Limited
Limited
Revenue from operations (₹ million) 2,216.98 23,063.49 354,947.30 111,989.20 13,060.86
Profit after tax (₹ million) 629.07 1,380.08 55,576.90 11,698.20 1,488.28
EBITDA (₹ million) 890.02 3,163.21 84,059.40 19,660.20 2,522.85
EBITDA Margin (%) 40.15 13.72 23.68 17.56 19.32
Gross margin (%) 43.05 52.85 43.40 40.65 47.63
Return on Equity (%) 44.03 13.56 30.99 23.65 17.74
Return on Capital Employed (%) 55.17 11.08 37.74 30.61 23.23
Debt to Equity Ratio - 0.93 0.06 0.04 0.00
Net Debt to EBITDA Ratio - 2.97 - - -
Working Capital Days 139.00 12.60 42.59 18.14 -*
_____
*Indigo Paints Limited had negative working capital days.
Fiscal 2023
Particulars Euro Pratik Greenlam Asian Paints Berger Paints Indigo Paints
Sales Limited Industries Limited India Limited Limited
Limited
Revenue from operations (₹ million) 2,635.84 20,259.58 344,885.90 105,678.40 10,733.34
Profit after tax (₹ million) 595.65 1,285.09 41,953.30 8,604.00 1,319.38
EBITDA (₹ million) 836.34 2,508.35 67,401.70 15,256.00 1,915.99
EBITDA Margin (%) 31.73 12.38 19.54 14.44 17.85
Gross margin (%) 36.02 46.73 38.66 36.31 44.54
Return on Equity (%) 47.70 15.93 27.38 20.40 18.50
Return on Capital Employed (%) 61.42 12.32 33.96 25.09 20.91
Debt to Equity Ratio 0.02 0.59 0.06 0.17 -
Net Debt to EBITDA Ratio - 2.11 - 0.33 -
Working Capital Days 119.00 26.51 43.35 22.94 -*
________
* Indigo Paints Limited had negative working capital days.
9. Weighted average cost of acquisition
A. The price per share of our Company based on the primary/ new issue of shares (equity/ convertible securities)
Except as stated below, our Company has not issued any Equity Shares (excluding Equity Shares issued under any
employee stock option plan/scheme and issuance of bonus shares), 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 paid-up share capital of
our Company (calculated based on the pre-Offer capital before such transaction(s)), in a single transaction or multiple
transactions combined together over a span of rolling 30 days (“Primary Issue”).
Date of Name of allottee No. of Face Issue Nature Nature of Total
allotment shares Value price of consideration consideration
transacted* (₹) per allotment (₹ million)
share*
September Pratik Gunvantraj Singhvi 8,500 1 1 Rights Cash 8,500
28, 2024 Jai Gunvantraj Singhvi 8,500 issue 8,500
Pratik Gunwantraj Singhvi HUF 9,000 9,000
Jai Gunwantraj Singhvi HUF 9,000 9,000
Dipty Pratik Singhvi 9,000 9,000
Nisha Jai Singhvi 9,000 9,000
Kulmeet Sarup Saggu 1,962,240 1,962,240
Prakash Suresh Rita 3,628,100 3,628,100
Manoj Pravinchandra Gala 3,341,940 3,341,940
Abhinav Sacheti 337,260 337,260
Alpesh Vinaychandra Sangoi 100,000 100,000
Niraj Intex LLP 989,460 989,460
Mirage Intex LLP 1,533,000 1,533,000
112Manish Shantilal Gala 1,020,000 1,020,000
Total 12,965,000 12,965,000
Weighted average cost of acquisition 1.00
B. The price per share of our Company based on secondary sale/ acquisitions of shares (equity/ convertible
securities)
No Equity Shares or convertible securities have been transacted (excluding by way of gifts) by the Selling Shareholder,
or Shareholder(s) having the right to nominate director(s) on our Board, during the 18 months preceding the date 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-Offer capital before such transactions), in a single
transaction or multiple transactions combined together over a span of rolling 30 days (“Secondary Transaction”).
C. Weighted average cost of acquisition, floor price and cap price
Type of Transaction WACA(2) Floor Price(1) Cap Price (1)
(₹) (₹[●] is ‘X’ times (₹[●] is ‘X’ times
the WACA) the WACA)
Weighted average cost of acquisition for last 18 months for primary/new 1.00 [●] times [●] times
issue of shares (equity/convertible securities) (excluding Equity Shares
issued under any employee stock option plan/scheme and issuance of bonus
shares), during the 18 months preceding the date of this certificate, where
such issuance is equal to or 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)), 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 N.A. [●] times [●] times
sale/acquisition of shares equity/convertible securities), where the Selling
Shareholders 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 this certificate, 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)), in a single transaction or multiple transactions combined
together over a span of rolling 30 days
___________
(1) Details have been left intentionally blank as the Floor Price and Cap Price are not available as at date of this Red Herring Prospectus. To be
updated on finalization of the Price Band.
(2) As certified by M/s. C N K & Associates LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s. Monika Jain & Co.,
Chartered Accountants, firm registration number 130708W, Joint Statutory Auditors, pursuant to their certificate dated September 5, 2025.
D. Justification for Basis of Offer Price
1. The following provides a detailed explanation for the Offer Price/Cap Price being [●] times of weighted average cost
of acquisition of Equity Shares that were issued by our Company or acquired or sold by the Promoters, Promoter
Group, the Selling Shareholders or Shareholder(s) having the right to nominate director(s) by way of primary and
secondary transactions as disclosed above, in the last 18 months preceding the date of this Red Herring Prospectus
compared to our Company’s KPIs and financial ratios for the Financial Years 2025, 2024 and 2023.
[●](1)
________
(1) This will be included on finalization of Price Band
2. The following provides an explanation to the Cap Price being [●] times of weighted average cost of acquisition of
Equity Shares that were issued by our Company or acquired by the Promoters, Promoter Group, the Selling
Shareholders or Shareholders with rights to nominate directors by way of primary and secondary transactions as
disclosed above, in the last 18 months preceding the date of this Red Herring Prospectus in view of external factors, if
any
[●](1)
________
(1) This will be included on finalization of Price Band
113The Offer Price of ₹[●] is [●] times of the face value of the Equity Shares and is justified in view of the above qualitative
and quantitative parameters. The trading price of Equity Shares could decline due to factors mentioned in “Risk Factors”
beginning on page 30 and you may lose all or part of your investments.
114STATEMENT OF SPECIAL TAX BENEFITS
Date: August 22, 2025
The Board of Directors,
Euro Pratik Sales Limited
(Formerly known as Euro Pratik Sales Private Limited)
601-602, 6th Floor, Peninsula Heights
C.D. Barfiwala Lane, Andheri (West)
Mumbai 400 058
Maharashtra, India
Dear Sirs/ Madams,
Sub: Statement of possible special tax benefit (the “Statement”) available to Euro Pratik Sales Limited (the
“Company”), its Material Subsidiary and its shareholders prepared to comply with the requirements of the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), 2018 as amended
(the “SEBI ICDR Regulations) in connection with the proposed initial public offering of equity shares of face
value of ₹ 1 each (the “Equity Shares”) of the Company (such offering, the “Offer”)
We, M/s. Monika Jain & Co Chartered Accountants and M/s. C N K & Associates LLP, Chartered Accountants, (hereinafter
collectively referred as “Joint Statutory Auditors”), hereby confirm that the enclosed Annexure A, prepared by the
Company and initialled by us for identification purpose (“Statement”) for the Offer, provides the possible special tax
benefits available to the Company, its Material Subsidiary and to its shareholders under direct tax and indirect tax laws
presently in force in India, including the Finance Act 2025, Income-tax Act, 1961, the Central Goods and Services Tax
Act, 2017 / the Integrated Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017
(collectively, “GST Act”), Customs Act, 1962 and the Customs Tariff Act, 1975 (read with the rules, circulars and
notifications issued in connection thereto) as presently in force and applicable to the Financial Year 2024-25 (Assessment
Year 2025-26). Several of these benefits are dependent on the Company, its material subsidiary or its shareholders fulfilling
the conditions prescribed under the relevant statutory provisions. Hence, the ability of the Company, its material subsidiary
and/or its shareholders identified as per the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015, to derive the tax benefits is dependent upon fulfilling such conditions, which based on
business imperatives the Company faces in the future, the Company may or may not choose to fulfil.
This statement of possible special tax benefits is required as per Schedule VI (Part A)(9)(L) of the SEBI ICDR Regulations.
While the term ‘special tax benefits’ has not been defined under the SEBI ICDR Regulations, for the purpose of this
Statement, it is assumed that with respect to special tax benefits available to the Company, the same would include those
benefits as enumerated in the Annexure A. Any benefits under the taxation laws other than those specified in Annexure
A are considered to be general tax benefits and therefore not covered within the ambit of this Statement. Further, any
benefits available under any other laws within or outside India, except for those mentioned in the Annexure A have not
been examined and covered by this statement.
We have conducted our review in accordance with the ‘Guidance Note on Reports or Certificates for Special Purposes’
issued by the Institute of Chartered Accountants of India (“ICAI”) which requires that we comply with ethical requirements
of the Code of Ethics issued by the ICAI. We hereby confirm that while providing this statement we have complied with
the Code of Ethics issued by the ICAI.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
The benefits discussed in the enclosed Statement are not exhaustive. The 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 Offer.
In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any benefits available under
the applicable Double Taxation Avoidance Agreement, if any, between India and the country in which the non-resident
has fiscal domicile.
We do not express any opinion or provide any assurance as to whether:
1151. the Company or its material subsidiary and/or its shareholders will continue to obtain these benefits in the future;
or
2. the conditions prescribed for availing of the benefits, where applicable have been/would be met with.
3. The revenue authorities/courts will concur with the views expressed herein.
The contents of the enclosed Statement are based on information, explanations and representations obtained from the
Company and on the basis of our understanding of the business activities and operations of the Company.
We hereby consent to be named an “expert” under the Companies Act, 2013, as amended, and our name may be disclosed
as an expert to any applicable legal or regulatory authority insofar as may be required, in relation to the statements contained
therein. We further confirm that we are not and have not been engaged or interested in the formation or promotion or
management of the Company.
We have carried out our work on the basis of Restated Consolidated Financial Information and other documents, public
domain and information made available to us by the Company, which has formed substantial basis for this Statement.
We hereby consent to our name and the aforementioned details being included in the Offer Documents and/or consent to
the submission of this certificate as may be necessary, to any regulatory/ statutory authority, stock exchanges, any other
authority as may be required and/or for the records to be maintained by the BRLMs in connection with the Offer and in
accordance with applicable law.
This certificate may be relied on by the BRLMs, their affiliates and legal counsels in relation to the Offer and to assist the
BRLMs in conducting and documenting their investigation of the affairs of the Company in connection with the Offer. We
hereby consent to this certificate being disclosed by the BRLMs, if required (i) by reason of any law, regulation, order or
request of a court or by any governmental or competent regulatory authority, or (ii) in seeking to establish a defence in
connection with, or to avoid, any actual, potential or threatened legal, arbitral or regulatory proceeding or investigation.
We undertake to immediately communicate, in writing, any changes to the above information/ confirmations to the BRLMs
and the Company until the equity shares transferred in the Offer commence trading on the relevant stock exchanges. In the
absence of any such communication from us, the Company, the BRLMs and the legal advisors appointed with respect to
Offer can assume that there is no change to the information/ confirmations forming part of this certificate and accordingly,
such information should be considered to be true and correct.
All capitalized terms used but not defined herein shall have the meaning assigned to them in the Offer Documents.
Yours faithfully,
For Monika Jain & Co. For C N K & Associates LLP
Chartered Accountants Chartered Accountants
Firm Registration No: 130708W Firm Registration No: 101961W/ W –100036
Ronak Gandhi Hiren Shah
Partner Partner
Membership No: 169755 Membership No: 100052
Date: August 22, 2025 Date:August 22, 2025
Place: Mumbai Place: Mumbai
UDIN: 25169755BMHVJN5805 UDIN: 25100052BMHUUC8129
REF: REF/CERT/VLP/294/2025-26
116ANNEXURE A
Statement of Tax Benefits
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY , ITS MATERIAL
SUBSIDIAIRY AND THE SHAREHOLDERS OF THE COMPANY UNDER THE APPLICABLE DIRECT AND
INDIRECT TAX LAWS IN INDIA
This statement of possible special tax benefits is required as per Schedule VI (Part A)(9)(L) of the SEBI ICDR Regulations.
While the term ‘special tax benefits’ has not been defined under the SEBI ICDR Regulations, for the purpose of this
Statement, it is assumed that with respect to special tax benefits available to the Company, the same would include those
benefits as enumerated in this Annexure. Any benefits under the taxation laws other than those specified in this Annexure
are considered to be general tax benefits and therefore not covered within the ambit of this Statement. Further, any benefits
available under any other laws within or outside India, except for those mentioned in this Annexure have not been reviewed
and covered by this statement.
Outlined below are the possible special tax benefits available to the Company and its Shareholders and its Material
Subsidiary under the Tax Laws (“Possible Special Tax Benefits”). These possible special tax benefits are dependent on
the Company and its Shareholders and its Material Subsidiary fulfilling the conditions prescribed under the Tax Laws.
Hence, the ability of the Company or its Shareholders or its Material Subsidiary to derive the possible special tax benefits
is dependent upon fulfilling such conditions, which are based on business imperatives it faces in the future, it may or may
not choose to fulfil.
SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY, ITS MATERIAL SUBSIDIARY AND
ITS SHAREHOLDERS
The provision of the law stated below sets out only the special tax benefits available to the Company, its material subsidiary
and its shareholders under the Income tax Act, 1961 (‘the IT Act’) as amended.
I. Special Direct tax benefits available to the Company
1. Lower Corporate Tax Rate under section 115BAA of the IT Act
In accordance with and subject to fulfilment of conditions as laid out under Section 115BAA of the IT Act.
Section 115BAA grants an option to a domestic company to be governed by the section from a particular
assessment year. If a company opts for section 115BAA, it can pay corporate tax at a reduced rate of 25.168%
(22% plus surcharge of 10% and education cess of 4%). However, such a company will no longer be eligible to
avail specified exemptions/ incentives under the IT Act and will also need to comply with the other conditions
specified in section 115BAA.
Section 115BAA further, provides that domestic companies availing such option will not be required to pay
Minimum Alternat Tax (“MAT”) on their book profits under Section 115JB of the IT Act. Also, if a company
opts for section 115BAA, the tax credit (under section 115JAA of the IT Act), if any, which it is entitled to on
account of MAT paid in earlier years, will no longer be available. The option is subject to the condition that the
Company forgoes certain specified deductions and incentives under the IT Act, such as those under section
10AA, additional depreciation under section 32(1)(iia), deductions under section 35AD, Chapter VI-A
deductions except for provisions of Section 80JJAA and Section 80M, among others. Further, it shall not be
allowed to claim set-off of any brought forward loss arising to it on account of additional depreciation and other
specified incentives.
The Company has decided to opt for the lower corporate tax rate of 25.17% (prescribed under section 115BAA
of the IT Act) with effect from FY 2019-20 (AY 2020-21) onwards. Accordingly, the deferred tax asset/liability
in the restated financial statements for FY 2019-20 has been recomputed using the lower tax rate of 25.168%.
2. Deduction in respect to Inter- Corporate Dividends - Section 80M of the IT Act
In accordance with the provisions of Section 80M of the IT Act, a domestic company shall be allowed to claim
a deduction of dividend income earned from any other domestic company or a foreign company or a business
trust provided it is further distributed to its shareholders. The amount of deduction so claimed should not exceed
the amount of dividend distributed by it on or before the due date. The “due date” means the date one month
prior to the date for furnishing the return of income under sub-section (1) of section 139 of the IT Act.
3. Tax on Capital Gains
117The tax rate on Long Term Capital Gains (LTCG) arising from the transfer of long-term capital assets under
section 112 of the IT Act is 12.5% (without the benefit of Indexation).
LTCG arising from the sale of listed equity shares, units of an equity oriented fund or unit of a business trust
covered under section 112A of the IT Act shall be taxed at the rate of 12.5% on the amount exceeding ₹ 1.25
Lakhs.
Short Term Capital Gains (STCG) arising from the transfer of short-term capital assets (other than listed equity
shares, unit of an equity oriented fund or unit of a business trust covered under section 111A of the IT Act),
shall be taxed at the normal tax rate of the Company.
STCG arising on the sale of listed equity shares, unit of an equity-oriented fund or unit of a business trust
covered under section 111A of the IT Act shall be taxed at the rate of 20%.
4. Relief under section 90 / 90A of the IT Act
Where the Company earns income from a foreign country and such income is subjected to tax in that foreign
jurisdiction, relief from double taxation is available in India in accordance with the provisions of section 90 or
section 90A of the IT Act.
If India has entered into a Double Taxation Avoidance Agreement (DTAA) with the foreign country (section
90) or specified association (section 90A), the Company is eligible to claim relief either by way of exemption
of such income in India (if provided under the applicable DTAA), or by way of Foreign Tax Credit (FTC) in
respect of taxes paid in the foreign country, against the tax liability in India, subject to the provisions of the IT
Act and the applicable DTAA. Such relief ensures that the same income is not taxed twice – once in the source
country and again in the residence country.
II. Special Direct tax benefits available to the Material Subsidiary
The Special Tax Benefits available to the Material Subsidiary under Direct Tax Laws are identical to the benefits
mentioned for the company.
III. Special Direct tax benefits available to Shareholders
1. Tax on Dividend Income earned by the shareholders
Dividend Income earned by the shareholders would be taxable in their hands at the applicable rates. However,
in case of domestic corporate shareholders, the deduction under Section 80M of the IT Act would be applicable
on fulfilling certain conditions as discussed. Further, in case of shareholders, who are resident individuals,
Hindu Undivided Family, Association of Persons, Body of Individuals, and every artificial juridical person,
surcharge would be restricted to 15% in respect of dividend income. Also, as per section 115A of the IT Act,
dividend income earned by a non-resident (not being a company) or by a foreign company shall be taxed at the
rate of 20% subject to fulfilment of prescribed conditions under the IT Act.
2. Tax on Short Term Capital Gain
STCG under Section 111A of the IT Act, on transfer of short term capital asset, being an equity share in a
company or a unit of an equity oriented fund or a unit of a business trust shares through Recognised Stock
Exchange and Securities Transaction Tax has been paid/ payable on such transfer, is taxed at a concessional rate
of 20% with applicable cess. The STCG not covered under section 111A of the IT Act, are chargeable to tax as
per the relevant rate applicable to the shareholder plus applicable surcharge and education cess.
3. Tax on Long Term Capital Gain
LTCG under Section 112A of the IT Act, on transfer of an equity share, or a unit of an equity oriented fund or
a unit of business trust through Recognised Stock Exchange and Securities Transaction Tax has been paid/
payable on such transfer, is taxed at a concessional rate of 12.5% (without indexation) on capital Gains
exceeding ₹ 1.25 Lakhs plus applicable surcharge and cess.
1184. Exemption for Certain Shareholder Categories
Charitable institutions, pension funds, sovereign wealth funds, and venture capital funds/companies registered
with SEBI or exempt under specific sections (like 10(23FE), 10(23FB), etc.) may get exemption on dividend
or capital gains income if investment conditions are met. These are entity specific, not general benefits for all
shareholders.
5. Special Provisions for Non-resident shareholders
As per section 90(2) of the IT Act, non-resident shareholders will be entitled to be governed by the beneficial
provisions under the respective DTAA, if any, applicable to such non-residents. This is subject to fulfilment of
conditions prescribed to avail treaty benefits. Further, any income by way of capital gains accruing to non-
residents, may be subject to withholding tax as per the provisions of the IT Act or under the relevant DTAA,
whichever is beneficial.
However, where such non-resident has obtained a lower withholding tax certificate from the tax authorities, the
withholding tax rate would be as per the said certificate. The non-resident shareholders may be able to avail
credit for any taxes paid by them in India, subject to local laws of the country in which such shareholder is
resident.
SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE COMPANY, ITS MATERIAL SUBSIDIARY
AND ITS SHAREHOLDERS
There are no special tax benefits available to the Company, its material subsidiaries and shareholders pursuant to indirect
taxation laws, as amended and read with the rules, circulars and notifications issued in connection thereto.
Notes:
i. The above is as per the current tax laws, as amended from time to time.
ii. The above Statement of possible special tax benefits sets out the provisions of Tax Laws in a summary manner
only and is not a complete analysis or listing of all the existing and potential tax consequences of the purchase,
ownership and disposal of equity shares of the Company.
iii. The possible special tax benefits are subject to conditions and eligibility criteria which need to be examined for
tax implications.
iv. This Statement does not discuss any tax consequences in any country outside India of an investment in the equity
shares of the Company. The Shareholders / investors in any country outside India are advised to consult their own
professional advisors regarding possible income tax consequences that apply to them under the laws of such
jurisdiction.
v. The tax benefits discussed in the Statement are not exhaustive and are only intended to provide general information
to the investors and hence, is neither designed nor intended to be a substitute for professional tax advice. In view
of the individual nature of the tax consequences and the 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.
vi. The above Statement of Tax benefits sets out the special tax benefits available to the Company, its material
subsidiaries, and its shareholders under the tax laws mentioned above.
vii. The above Statement covers only above-mentioned tax laws benefits and does not cover any general tax benefits
under any other law.
viii. This Statement 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 consequences of his/her
investment in the shares of the Company.
ix. No assurance is given 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.
This statement does not discuss any tax consequences under any law for the time being in force, as applicable of any
country outside India. The shareholders / investors are advised to consult their own professional advisors regarding possible
tax consequences that apply to them in any country other than India.
119SECTION IV: ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Report on
Wall Panel Industry in India” dated August 22, 2025 (the “Technopak Report”) prepared and issued by Technopak Advisors Private
Limited, appointed by us pursuant to a letter of authorisation dated August 20, 2024 and exclusively commissioned and paid for by us
to enable the investors to understand the industry in which we operate in connection with the Offer.
Unless otherwise indicated, financial, operational, industry and other related information derived from the Technopak Report and
included herein with respect to any particular calendar year/ Fiscal refers to such information for the relevant calendar year/ Fiscal.
The Technopak Report is available on the website of our Company at http://www.europratik.com/investors from the date of this Red
Herring Prospectus until the Bid/Offer Closing Date and has also been included in “Material Contracts and Documents for
Inspection—Material Documents” on page 472. While the data included herein includes excerpts from the Technopak Report that may
have been re-ordered or re-classified by us for the purposes of presentationin this Red Herring Prospectus, there are no parts, data
or information which may be relevant for the proposed Offer and that have been left out or changed in any manner. Industry sources
and publications are also prepared based on information as at specific dates and may no longer be current or reflect current trends.
The recipient should not construe any of the contents of the Technopak Report as advice relating to business, financial, legal, taxation
or investment matters and are advised to consult their own business, financial, legal, taxation, and other advisors concerning the
transaction. For more information, see “Certain Conventions, Presentation of Financial, Industry and Market Data and Currency of
Presentation” and “Risk Factors—25—Industry information included in this Red Herring Prospectus has been derived from the
Technopak Report, which was prepared by Technopak and exclusively commissioned and paid for by our Company for the purposes
of the Offer, and any reliance on information from the Technopak Report for making an investment decision in the Offer is subject to
inherent risks” on pages 27 and 48, respectively.
Overview of Global Economy
Global Macroeconomic Indicators
Disposable Income Per Capita
The disposable per capita income for developed economies such as United States, Germany, France and United Kingdom
have been on the rise from the period between CY 2018 to CY 2024 with a CAGR of 4.7%, 2.4%, 1.6% and 2.5%
respectively over the period between CY 2018-2024. Developing economies such as China and India, have witnessed
similar trend in growth as compared to developed economies and have an average CAGR of 6.2% and 8.6%, respectively,
over the period between CY 2018 to CY 2024.
Disposable Per Capita Income of Key Economies in CY
Country 2017 2018 2019 2020 2021 2022 2023 2024 CAGR
Current Prices (USD) (CY
2018-24)
USA 59,130 63,290 66,120 64,670 71,390 77,460 80,450 83,660 4.7%
China 8,670 9,540 10,310 10,520 11,950 12,860 13,390 13,660 6.2%
Japan 38,930 41,800 41,970 40,940 43,670 42,550 39,350 36,030 -2.4%
Germany 43,760 47,490 49,410 47,970 52,050 53,800 54,800 54,960 2.4%
India 1,514 1,658 1,747 1,700 2,005 2,256 2,506 2,723 8.6%
UK 41,660 42,020 43,240 38,750 45,550 48,520 47,700 48,610 2.5%
France 38,320 41,170 42,460 39,250 43,810 45,180 45,180 45,180 1.6%
Brazil 8,670 9,140 9,220 7,910 7,850 8,140 9,070 9,950 1.4%
Australia 51,530 53,150 54,970 53,630 57,240 60,840 63,140 62,550 2.8%
World 10,415 11,101 11,513 11,059 12,116 12,871 13,212 13,439 3.2%
___________
Source: World Bank, India data from RBI, Technopak’s analysis.
For India, CY 2017 data refers to Fiscal 2018 and so on. Note: 1 USD = INR 85
Private Final Consumption Expenditure
GDP growth in India is expected to be driven by the rising Private Final Consumption Expenditure. India is a private
consumption-driven economy, where the share of domestic consumption is measured as Private Final Consumption
Expenditure (PFCE). This private consumption expenditure comprises both goods (food, lifestyle, home, pharmacy, etc.)
and services (food services, education, healthcare, etc.). The high share of private consumption to GDP has the advantage
120of insulating India from volatility in the global economy. It also implies that sustainable economic growth directly
translates into sustained consumer demand for goods and services.
Between CY 2018 and 2023, India’s domestic consumption grew at a CAGR of 10.1%, outperforming China, which
recorded a CAGR of 5.4% during the same period. In CY 2023, PFCE accounted for 60.2% of India’s GDP. While this
share was higher than China (39.0%), Germany (50.0%) and France (53.0%), it remained below that of other major
economies such as the United States (68.0%) and the United Kingdom (61.0%) during the same period.
Total Private Final Consumption Expenditure of Key Economies in CY
Country 2018 2019 2020 2021 2022 2023 Contribution to GDP CAGR
(CY 2018-
2019 2022 2023
23)
Current Prices (USD trillion)
USA 13.9 14.4 14.2 16.1 17.7 18.8 67.0% 68.0% 68.0% 6.2%
Germany 2.1 2.0 2.0 2.1 2.1 2.3 51.0% 50.0% 50.0% 1.8%
Japan 2.8 2.8 2.7 2.7 2.4 NA 55.0% 56.0% NA NA
UK 1.9 1.8 1.6 1.9 1.9 2.1 64.0% 61.0% 61.0% 2.1%
France 1.5 1.5 1.4 1.6 1.5 1.6 54.0% 53.0% 53.0% 1.7%
China 5.4 5.6 5.6 6.8 6.7 7.2 39.0% 37.0% 39.0% 6.2%
India 1.3 1.4 1.4 1.7 1.9 2.1 61.0% 61.5% 60.2% 10.1%
World 48.7 49.5 47.4 53.7 56.2 60.4 73.0% 72.6% 73.4% 4.4%
_________
Source: World Bank, RBI for India data, Technopak’s analysis.
* For India, CY 2017 refers to Fiscal 2018 and so on. Note: 1 USD = INR 85
GDP and GDP Growth
On the back of continued fiscal and monetary stimuli across countries, the global GDP is forecasted to grow from USD
113.8 trillion in CY 2025 to USD 144.6 trillion by CY 2030, representing a CAGR of 4.9% over the forecast period. Also,
the CAGR of other major economies such as China (6.1%), UK (5.3%), Germany (3.3%), USA (4.0%) and India (11.5%)
is expected to grow favorably for the similar period between CY 2025 to CY 2030 showcasing an upward trajectory in
these years.
GDP at Current Prices (Nominal GDP) CY and GDP Ranking of Key Economies (CY 2024)
Country Rank in 2019 2020 2021 2022 2023 2024 2025E 2030P CAGR CAGR
GDP (CY 2020 (CY
(CY 24) - 25) 2025 -
Current prices (USD trillion) 30P)
USA 1 21.4 21.1 23.3 25.5 27.4 28.8 30.5 37.2 7.7% 4.0%
China 2 14.3 14.7 17.8 18.0 17.7 18.5 19.2 25.8 5.5% 6.1%
Germany 3 3.9 3.9 4.3 4.1 4.5 4.6 4.7 5.6 4.0% 3.3%
Japan 4 5.1 5.1 5.0 4.3 4.2 4.1 4.2 5.0 -3.7% 3.6%
India 5 2.4 2.3 2.8 3.2 3.5 3.9 4.3 7.4 13.3% 11.5%
UK 6 2.9 2.7 3.1 3.1 3.3 3.5 3.8 5.0 7.3% 5.3%
France 7 2.7 2.6 3.0 2.8 3.0 3.1 3.2 3.8 4.0% 3.2%
Brazil 10 1.9 1.5 1.7 1.9 2.2 2.2 2.1 2.7 7.6% 4.7%
Australia 14 1.4 1.3 1.6 1.7 1.7 1.8 1.8 2.2 5.9% 4.3%
World - 87.8 85.3 97.2 100.9 105.6 110.6 113.8 144.6 5.9% 4.9%
_________
Source: World Bank Data, IMF
Note: 1 USD= INR 85
Increasing Young Population
India, with a median age of ~29.8 years in 2024—compared to 38.9 years in the US and 40.2 years in China—boasts one
of the youngest populations globally, expected to remain under 30 until 2030. This youthful demographic, highly educated
and tech-savvy, is naturally inclined toward adopting new trends, driving domestic consumption of branded products and
organized retail. A larger working-age population further supports economic growth, fostering innovation and
121productivity. Social media platforms such as Instagram and YouTube are further pivotal in shaping their preferences, as
influences and brands highlight new products and trends, creating a sense of urgency and desirability amongst viewers.
Median Age of Key Global Economies (CY 2024)
Country USA China Germany Japan India UK France Brazil Australia
Median Age
38.9 40.2 46.8 49.9 29.8 40.8 42.6 35.1 38.1
(Yrs.)
_______
Source: World Population Review
High Population of Working Professionals
There is a high population of working professionals in major economies of the world right now especially in developing
countries such as India, due to urbanization and the effects of the COVID-19 pandemic. Urbanization has played a key
role, with many individuals migrating to cities for better job opportunities, stimulating economic activity in urban centers.
The COVID-19 pandemic further accelerated remote work and the gig economy, expanding job market participation.
Percentage of Working Population of Key Economies (CY 2023)
______
Source: World Bank
Dependency Ratio of Working Population of Key Economies
The working-age population reflects the earning potential within households, leading to increased consumption levels.
Individuals in this demographic often lead busier lifestyles, prompting a preference for convenient, durable products that
save time.
Working people have limited time for maintenance and prefer durable items that require less frequent replacement or
repair, thus saving time and effort.
Dependency Ratio of Working Age Population of Key Economies (%) (CY 2024)
________
Source: World Bank
122Key growth drivers
Increasing Urbanization
Increasing urbanization is a key trend to note with strong implication on a country’s economic growth. It is due to the
change in the standard of living, employment opportunities, industrialization, commercialization, rural-urban change, and
other social benefits that lead to the movement towards the urban areas. As of CY 2024, 4.7 billion of the world’s
population resides in urban areas compared to 4.16 billion in CY 2017.
Urban Population of Key Economies
Country 2017 2018 2019 2020 2021 2022 2023 2024
(USD billion)
USA 0.27 0.27 0.27 0.27 0.28 0.28 0.28 0.284
China 0.81 0.83 0.85 0.87 0.88 0.90 0.91 0.92
Germany 0.06 0.06 0.06 0.06 0.06 0.065 0.065 0.065
Japan 0.12 0.12 0.12 0.12 0.12 0.12 0.113 0.114
India 0.46 0.47 0.48 0.49 0.50 0.51 0.52 0.53
UK 0.05 0.06 0.06 0.06 0.06 0.06 0.057 0.058
France 0.05 0.05 0.05 0.05 0.06 0.06 0.06 0.06
Brazil 0.18 0.18 0.18 0.19 0.19 0.19 0.19 0.19
Australia 0.02 0.02 0.02 0.02 0.02 0.02 0.02 0.02
World 4.15 4.23 4.31 4.38 4.46 4.52 4.60 4.7
_______
Source: World Bank
Increasing Nuclearization
The growth in the number of households outpacing overall population growth reflects a trend toward increased
nuclearization. In CY 2024, the average household sizes in the United States, Germany, and the United Kingdom are 2.49,
2.05, and 2.27 persons, respectively. Between CY 2011 and CY 2021, the number of households in these countries grew
at decadal rates of 8.3%, 5.3%, and 6.4%, respectively. The rise in nuclear families is contributing to the expansion in
household numbers, thereby driving sustained demand for housing units and supporting growth in consumer-driven
sectors.
Total Number of Households (CY) and Decadal Growth Rate (%) in Key Economies
Country CY 2011 CY 2021 CY 2024 Decadal Growth Rate of Average Household
Households (CY 11 – Size of People
CY 21) CY 2024
(USD million) (USD million)
USA 119.9 129.9 132.7 8.3% 2.49
Germany 39.5 41.6 40.6 5.3% 2.05
UK 26.4 28.1 29.5 6.4% 2.27
France 29.7 31 30.2 4.4% 2.22
China 438 474 522.7 8.2% 2.7
India 248.9 297.1 299.7 19.4% 4.38
_______
Source: Global Data, World Population Review and Technopak Analysis
Overview of Indian Economy
GDP and GDP Growth (real and nominal) – Historical, current & projected trajectory
India is ranked fifth in the world in terms of nominal gross domestic product ("GDP") for Fiscal 2025 and is the third-
largest economy in the world in terms of purchasing power parity ("PPP"). India is expected to be a ~USD 6.6 trillion
economy by Fiscal 2030 and is estimated to become the third largest economy, surpassing Germany, and Japan.
India’s GDP at Current Prices (Nominal GDP) (In USD trillion) and GDP Growth Rate (%) (Fiscal)
123_______
Source: RBI, Technopak Analysis
Note: I USD = ₹85
India’s GDP at Constant Prices (Real GDP) (In USD trillion) and GDP Growth Rate (%) (Fiscal)
_______
Source: RBI, Technopak Analysis
Note: 1USD = ₹85
India’s nominal GDP has grown at a CAGR of 10.2% between Fiscal 2015 and Fiscal 2025 and is expected to continue
this trend by registering a CAGR of ~11.2 % for the 5-year time-period from Fiscal 2025 to Fiscal 2030.
Since Fiscal 2005, the Indian economy's growth rate has been nearly twice as that of the world economy, and it is expected
to sustain this growth momentum in the long term. In the wake of COVID-19, India’s nominal GDP contracted by 1.2%
in Fiscal 2021 followed by an 18.9% growth in Fiscal 2022 and a 14.0% growth in Fiscal 2023. It is expected to continue
the momentum and reach USD 6.6 trillion by Fiscal 2030. Between Fiscal 2025 and Fiscal 2030, India’s real GDP is
expected to grow at a CAGR of 5.7%. It is also expected that the growth trajectory of the Indian economy will position
India among the top three global economies by Fiscal 2028.
Several factors are likely to contribute to this long-term economic growth. These factors include favorable demographics,
reducing dependency ratio, rapidly rising education levels, steady urbanization, a growing young and working population,
the IT revolution, increasing penetration of mobile and internet infrastructure, government policies, increasing aspirations,
and affordability etc.
Evolution of per capita income
In recent years, the rate of growth of per capita GNI has accelerated, indicating that the Indian economy has been growing
at a faster rate In Fiscal 2024, India’s per capita GNI reached INR 2,12,981 representing a substantial increase of
approximately 65.5% from INR 1,28,718 in Fiscal 2018. This corresponds to a CAGR of 8.8% over the period,
underscoring the increasing purchasing power and consumption potential of Indian households.
124India’s GNI Per Capita (₹) (Current Prices) And Y-O-Y Growth Trend (%) (Fiscal)
_______
Source: Ministry of Statistics and Program Implementation , Technopak Analysis
Disposable Income
Rising middle- and higher-income households, coupled with increasing per capita income, are driving growth in
discretionary consumption. Higher disposable income encourages spending on non-essential categories that enhance
lifestyle, such as premium and technological products. The technology boom and the presence of multinational companies
have further boosted disposable incomes, making gadgets both status symbols and fashion accessories. As aspirations rise
with rapid urbanization, consumers are increasingly drawn to prestige, premium, and luxury segments. India’s GNDI
stood at INR 305.9 trillion in Fiscal 2024, growing at a CAGR of 10.3% from INR 169.6 trillion in Fiscal 2018. It is
projected to further increase to INR 335.5 trillion in Fiscal 2025, reinforcing the positive outlook for discretionary
consumption.
Disposable Income (GNDI) (Fiscal) (₹ trillion)
_______
Source: RBI, MOSPI, Technopak Analysis
Note: Data for 2004-2015- Base year 2004-05, Data for 2015 onwards- Base year 2011-12
Key Growth Drivers for Economy
Indian Population
India's population has been steadily growing over the years. India has surpassed China’s population, thus making it the
most populated country in the world with 1.44 billion population in CY 2024 and estimated to reach 1.45 billion in CY
2025. Further projections suggest that India's population will continue to increase, reaching 1.50 billion by CY 2029.
Population of India (in billion) (CY)
125_______
Source: IMF Projections
Note: For India, Data for CY 2018 refers to Fiscal 2019 and so on
More than half of India’s population falls in the 15-49 year age bracket
About 55% of the total population falls within the 15 to 49 years age group, while 80% of the population is below 50
years old. This demographic distribution highlights that India’s youth and working-age population contribute to positive
demographics. Millennials and Gen Z account for more than 50% of India’s population, giving the country a major
demographic advantage.
India’s Population Distribution by Age (%) (Fiscal 2024)
_______
Source: World Bank
Age Dependency Ratio
_______
Source: Census of India 2011, World Bank, MOSPI; Age-wise break up of population not adding up to 100% due to rounding off
Note: Dependency Ratio and Growth in population aged 15-64 years are in CY. CY 2022 for India refers to Fiscal 2023 data and so on.
Women Workforce
The female labour force participation rate in the country has improved significantly by 8.9 percentage points from 32.8%
in Fiscal 2022 to 41.7% in Fiscal 2024 owing to improvement in education, work opportunities and government initiatives.
126Participation of Women in Workforce Aged 15 Years and Above (%) (Fiscal)
_______
Source: Periodic Labor Force Survey (PLFS), MOSPI
Urbanization
India had the second-largest urban population in the world (in absolute terms) at 35 million in CY 2024, ranking only
below China. Indian urban system constitutes ~11% of the total global urban population. However, only ~37% of India’s
population is classified as urban, compared to a global average of ~58%. It is the pace of India's urbanization that is a key
trend fuelling India's economic growth. Currently, the urban population contributes 63% to India's GDP. Looking ahead,
it is estimated that ~41% (613 million) of India’s population will be living in urban centres by CY 2030.
India’s Urban Population (In million) and Increasing Urban Population as a Percentage of Total Population Over the
Years (CY)
_______
Source: World Bank, Technopak Analysis
Note: For India, Data for CY 2023 refers to Fiscal 2024 and so on
Growing Middle Class
The rise in Indian households earning USD 10,000–50,000 annually is driving demand for goods, services, housing,
healthcare, and education. Their share grew from 5.8% in Fiscal 2010 to ~33.5% in Fiscal 2023 and is projected to reach
42% by Fiscal 2030. This expanding middle class is fuelling premiumization across sectors like retail, housing, financial
services, and telecommunications.
Household Annual Earning Details (Fiscal)
127_______
Source: EIU, Technopak Estimates
Note: 1 USD = ₹85
Nuclearization
The growth in the number of households in India has outpaced overall population growth, indicating a trend toward
increasing nuclearization. Average household size declined from 5.3 members in Fiscal 2001 to 4.38 in Fiscal 2025 and
is projected to further decrease to 3.9 by Fiscal 2030. In 2011, approximately 69% of households comprised fewer than
five members, compared to 62% in Fiscal 2001, reflecting a clear shift towards smaller family units.
Total number of households in India (In million) and Decadal Growth Over the Years (%) (Fiscal)
_______
Source: Census, World Population Review, Technopak Analysis
Note: Decadal growth for period 2011-2025E reflects a 15-year period and 2025E-2030P reflects 5-year period
Concentration of Discretionary spend in India
India's top 8 cities, home to ~9% of the population, drive ~30% of the country's discretionary consumption. Tier-II cities
like Amritsar, Bhopal, and Chandigarh contribute 17% and are poised for growth as rising incomes and social media boost
brand awareness and demand for premium products like decorative wall panels and laminates.
Discretionary Retail Consumption in India – Fiscal 2025
128_______
Discretionary consumption includes apparel & accessories, footwear, consumer durables, home & living, jewellery and others
Top 2 Cities: Delhi and Mumbai
Next 6 Cities: Bangalore, Chennai, Hyderabad, Ahmedabad, Pune, Kolkata
Next 16 Cities: Amritsar, Bhopal, Chandigarh, Coimbatore, Indore, Jaipur, Kanpur, Kochi, Lucknow, Ludhiana, Madurai, Nagpur, Patna, Surat,
Vadodara, Vishakhapatnam
Next 50 Cities: Mostly Tier II cities such as Agra, Aurangabad, Dehradun, Dhanbad, Guwahati, Gwalior, Jalandhar, Jamshedpur, Kota, Meerut,
Rajkot, Ranchi, Trivandrum, Vijayawada
Source: Secondary Research, Technopak Analysis
Financial Inclusion Initiatives
Financial inclusion initiatives like the Pradhan Mantri Jan Dhan Yojana, launched in 2014 to provide every Indian
household with a basic bank account, and the widespread adoption of the Unified Payments Interface (UPI) have enabled
all segments of the population to access financial services, thereby enhancing their participation in the Indian economy.
This has resulted in an increased demand for goods and services in Tier-II cities.
Implementation of Goods and Services Tax (GST)
The introduction of the Goods and Services Tax (GST) in 2017 replaced an array of state and central taxes with a unified
indirect tax system. GST has enhanced tax compliance, increased tax revenue, and encouraged more businesses to enter
the formal economy by enabling transparency. Additionally, GST enhances inclusion by enabling small and medium-
sized enterprises to access formal financing more easily, as they now have a clear digital record of their transactions.
Overview of the Real Estate Industry in India
The real estate industry in India is a major sector that plays a significant role in propelling the country's economy and
development, making substantial contributions to both GDP and employment generation. This industry has demonstrated
robust growth over the years. In CY2024, the market size was approximately USD 550 billion and is projected to reach
USD 650 billion in CY2025 and further grow to USD 1 trillion by 2030, contributing around 13% to the country's GDP
by 2025. The market size of this sector is expected to grow at a CAGR of ~10% during the period of 2024 to 2030.
Indian Real Estate Market Size (USD billion) (CY)
_______
Source: Secondary Research
Residential and Commercial Split of Real Estate market in India
129Residential segment contributed ~83% of the real estate sector by value in 2024. The demand for residential properties
has seen steady growth, especially in affordable and mid-segment housing. The government’s focus on housing-for-all
through schemes like PMAY has increased access to affordable housing, driving growth in Tier-II and III cities.
Residential vs Commercial Split of Real Estate Market (Fiscal 2024) (Total Market size – USD 550 Billion)
_______
Source: Department of Commerce, Ministry of Commerce and Industry, Government of India
The residential real estate sector in India serves not only as a marketplace for property transactions but also as a
fundamental avenue for wealth creation and asset appreciation for investors.
The residential or housing market has expected to witness a rapid growth because of the increasing demand of the
residential space in both affordable and premium segments, propelled by rapid urbanization. Residential sales volume
across the major cities in India witnessed a 31% annual rise to 4.8 lakhs household unit sold in 2023 as compared to 3.6
lakhs household units sold in 2022 and 2.4 lakhs household units sold in 2021, signifying a healthy recovery in the sector
post COVID-19. In 2024, housing sales saw a decline of ~4%, standing at 4.6 lakh household units. This dip was driven
by 30% price hikes and elevated home loan interest rates, which impacted buyer affordability. Additionally, general
elections and delayed project launches contributed to slower demand and a reduction in new housing supply in 2024. The
top 7 cities with the highest residential unit sales in 2024 are Delhi NCR, Mumbai, Bengaluru, Pune, Chennai, Hyderabad,
and Kolkata.
Housing sales in top 7 cities in India (CY 2024)
_______
Source: Secondary Research
In 2024, the Mumbai Metropolitan Region accounted for the largest share of housing sales at 29.2%, followed by
Bengaluru at 15.4%, Pune at 13.1%, Hyderabad at 12.7% and Delhi NCR at 11.5%. Chennai and Kolkata contributed
4.5% and 3.1% respectively to the total sales during the year.
130The commercial real estate sector is witnessing significant demand, especially in metro cities. Office space demand is
rebounding with companies adopting hybrid work models, but there is a growing trend toward flexible workspaces. The
rise of startups and multinational corporations setting up offices in India has bolstered demand for premium commercial
spaces.
India's office market has seen significant growth from CY 2021 to CY 2023. New supply increased from 45.6 million sq.
ft. in CY 2021 to 48.1 million sq. ft in CY2024 whereas net absorption reached 50.0 million sq. ft in CY2024 with a 29%
YOY increase from CY2023.
India Market for Office Space (in million sq. feet) (CY)
_______
Chart represents aggregate numbers for the seven cities of Delhi NCR, Mumbai, Bengaluru, Chennai, Hyderabad, Pune and Kolkata
Note: Net absorption refers to the total volume of space that has been leased or occupied within a particular market during a defined period.
Source: Secondary Research
Growth Factors and Trends
The Indian real estate sector has seen substantial growth in recent years, driven by a mix of economic, social, and
technological factors, including urbanization, increasing disposable incomes, and demographic changes. This growth
highlights strong demand across residential, commercial, and retail segments, attracting both domestic and international
investments in the sector.
• Demographic Shift and Urbanization: India is witnessing rapid urbanization, with millions migrating to cities in
search of better employment opportunities and living standards. This demographic shift creates an increasing
demand for residential and commercial properties, driving extensive real estate development in urban areas.
• Growing Economy: India’s economy continues to grow, characterized by rising GDP and increased disposable
incomes. As the middle class expands, there is a growing demand for both residential and commercial properties,
contributing significantly to real estate growth.
• Government Initiatives: The Indian government has introduced a range of policies designed to enhance the real
estate sector. The PMAY emphasizes the provision of affordable housing, while initiatives like the Smart Cities
Mission are focused on improving urban infrastructure and attracting investment, thereby further stimulating sector
growth. Additionally, the establishment of the Real Estate Regulatory Authority (RERA) aims to safeguard
homebuyers' interests and foster transparency, accountability, and efficiency in real estate transactions. The
implementation of the Goods and Services Tax in 2017 has also contributed to this progress by streamlining the
tax structure, replacing a complex array of indirect taxes with a unified tax regime. REITs were created to enable
secure investments in the country's real estate sector.
• Foreign Direct Investment (FDI): Post implementation of RERA and increase in transparency and returns, there
has been a surge in private and foreign investment in the real estate sector. Further, the liberalization of FDI norms
has opened the floodgates for international investments in Indian real estate. FDI in the sector (including
construction development & activities) stood at USD 55.18 billion from April 2000-September 2022. Bengaluru is
believed to be the most preferred property investment destination for NRIs, followed by Ahmedabad, Pune, Chennai,
Goa, Delhi, and Dehradun. India has an optimistic growth prospect for FDI with a potential to attract FDI flow of
USD 475 billion in the next five years.
FDI inflow in India over the years (in USD billion) (Fiscal)
131_______
Source: Secondary Research
• Rising Demand for Commercial Spaces: The growing IT sector, e-commerce, and startups are driving an increased
demand for commercial real estate. This trend is spurring the development of office spaces, coworking facilities,
and retail outlets, resulting in a dynamic commercial landscape.
• Hospitality Industry: The hospitality sector attracts both domestic and foreign investments, creating opportunities
for developers and investors in the real estate market. Major hotel chains and international brands are increasingly
entering the Indian market, leading to the development of new properties and the refurbishment of existing ones.
Further, more people have the means to travel and dine out, the demand for hotels, restaurants, and leisure facilities
increases, resulting in more real estate development in the hospitality sector.
Supported by government policies, stable interest rates, growing employment opportunities, demographic shifts and
urbanization and increased private investment, the sector is poised for a favourable environment that fosters sustainable
and resilient growth.
Overview of the Indian Internal Fixture Market
The internal fixtures market in India is rapidly evolving due to changing consumer preferences, urbanization, and the
growing importance of interior design in both residential and commercial applications. This market is segmented into
several key product categories, each offering unique solutions in terms of functionality, aesthetics, and material
composition.
Indian Interior Fixture Market Size – By Value (In ₹ million) (Fiscal)
_______
Source: Technopak Analysis and Secondary Research
The Indian interior fixture market is segmented into two main applications:
Residential Segment:
The residential segment accounted for 54% of the total interior fixtures market in Fiscal 2024. This highlights the growing
demand for interior design solutions in homes, driven by increasing urbanization, a rise in disposable incomes, and a
heightened focus on home aesthetics, with quick installation due to prefinished products.
132Commercial Segment:
The commercial segment accounted for 46% of the total interior fixtures market in Fiscal 2024, demonstrating the
importance of functional and aesthetically appealing interiors in office spaces, retail environments, and public buildings.
This sector is driven by the expansion of commercial real estate, the growth of organized retail, and corporate investments
in infrastructure.
Indian Interior Fixture Market Size – By Application (by Value) (Fiscal)
Indian Internal Fixture market is further segmented into different product segments as mentioned below: -
1. Wall Decorative Fixtures
Wall decorative fixtures, represent one of the most dynamic segments of the internal fixtures market. This category
encompasses products that are both functional and decorative, including wall panels, wallpapers, decorative laminates
and decorative paints. The Indian market has witnessed substantial growth driven by evolving consumer preferences and
advancements in material technology.
• Key Products: Wall decorative fixtures include decorative paints like emulsions, distempers, and primers for
interior aesthetics, and non-wood wall panels made from PS, PVC, WPC, and acrylic, valued for their insulation
and moisture resistance. Wallpapers, available in vinyl, non-woven, and fabric-based variants, combine design
versatility with ease of application. decorative laminates, crafted from resin-bonded layers, mimic natural
materials like wood and stone, offering durability and versatility and veneers.
• Key Trends: The use of digital printing for customization, the shift towards eco-friendly materials (e.g., WPC,
recycled laminates) are transforming this market. There is also an increasing preference for non-wood decorative
panels and bespoke design solutions, particularly in high-end residential and commercial projects.
• The wall decorative industry was valued at INR 1,95,630 million in Fiscal 2018 and grew at a CAGR of 10.1%,
reaching INR 3,16,982 million by Fiscal 2023. In Fiscal 2024, the market grew by 8.1%, reaching INR 3,42,728
million and grew at a CAGR of 6.9% to reach INR 3,66,219 million in Fiscal 2025. The market is further
projected to grow at a CAGR of 14.5% over the next four years, reaching INR 6,28,902 million by Fiscal 2029.
Indian Wall Decorative Market Size – By Value (₹ million) (Fiscal)
133_______
Source: Technopak Analysis and Secondary Research
2. Cabinetry and Shelving
Cabinetry and shelving play a crucial role in the internal fixtures market, combining functionality with aesthetics. These
products are widely used in kitchens, bathrooms, living rooms, offices, and retail spaces. The rise of modular storage
solutions has significantly impacted this category, particularly in urban residential and commercial applications.
• Modular cabinets, including kitchen, bathroom, and wardrobe units, use materials like solid wood, MDF, and
plywood with finishes such as laminates, acrylic, and veneers. Shelving solutions, such as floating and built-in
shelves, are popular in residential and commercial spaces, made from wood, metal, glass, and composites.
• Key Trends: The market is witnessing a growing demand for space-saving designs, particularly in urban areas
where compact living is becoming the norm. Customized cabinetry is gaining traction, as consumers seek
personalized storage solutions. Additionally, there is increasing interest in sustainable materials and eco-friendly
manufacturing processes, with a focus on long-lasting, durable products.
• The cabinetry & shelving market was valued at INR 22,00,000 million in Fiscal 2018 and grew at a CAGR of
4.2%, reaching INR 27,00,000 million by Fiscal 2023. In Fiscal 2024, the market grew by 5.6%, reaching INR
28,50,000 million and INR 30,21,000 million in Fiscal 2025 growing at 6.0%. The market is further projected to
grow at a CAGR of 6.7% over the next four years, reaching INR 39,20,000 million by Fiscal 2029.
Indian Cabinetry & Shelving Market Size – By Value (₹ million) (Fiscal)
_______
Source: Technopak Analysis and Secondary Research
3. Door and Window Fixtures
The door and window fixtures market in India is expanding rapidly, driven by increased residential and commercial
construction. These fixtures play a dual role in enhancing the aesthetic appeal of a building while providing critical
functionality such as security, insulation, and ventilation.
134• Key products include door frames and shutters, made from wood, PVC, aluminum, and composites, with wood
favored for aesthetics and uPVC and aluminum for durability and low maintenance. Window frames in materials
like aluminum, wood, PVC, and composites are increasingly using uPVC for its superior insulation.
• Key Trends: There is a growing preference for energy-efficient fixtures that provide better insulation and help
reduce energy consumption, particularly in urban areas. Soundproof and thermal insulation properties are key
drivers in the door and window fixtures segment, especially in commercial applications such as offices and
hotels. The demand for minimalist, sleek designs is also shaping the market, with consumers opting for products
that offer both functionality and contemporary aesthetics.
• The doors & window fixture market was valued at INR 9,47,404 million in Fiscal 2018 and grew at a CAGR of
5.7%, reaching INR 12,50,000 million by Fiscal 2023. In Fiscal 2024, the market grew by 6.4%, reaching INR
13,30,000 million. In Fiscal 2025 the market reached at INR 14,23,100 million growing at a CAGR of 7.0% and
is further projected to grow at a CAGR of 7.6% over the next four years, reaching INR 19,10,000 million by
Fiscal 2029.
Indian Door & Window Fixtures Market Size – By Value (₹ million) (Fiscal)
______
Source: Technopak Analysis and Secondary Research.
4. Flooring Fixtures
Flooring fixtures form a significant portion of the internal fixtures market and are integral to both residential and
commercial projects. The choice of flooring can have a profound impact on both the functionality and aesthetic appeal of
a space. Flooring options range from traditional materials like tiles and wood to newer, more innovative solutions such as
vinyl, laminates, and engineered wood.
• Key Products: Hard surface flooring (tiles, marble, granite, stone) is favored for durability and design variety.
Wooden flooring (hardwood, engineered wood, bamboo) offers natural elegance. Other types like Vinyl and
linoleum flooring provide cost-effective, durable, and water-resistant alternatives that mimic wood or stone.
• Key Trends: Luxury vinyl tiles (LVT)/Stone Plastic Composite (SPC) are becoming more popular due to their
realistic finishes, water resistance, and lower cost. Additionally, anti-slip flooring and acoustic insulation
properties are key considerations, particularly in commercial spaces.
• The flooring fixture market was valued at INR 6,57,000 million in Fiscal 2018 and grew at a CAGR of 4.8%,
reaching INR 8,30,000 million by Fiscal 2023. In Fiscal 2024, the market grew by 5.0%, reaching INR 8,71,500
million. Despite headwinds in Fiscal 2025, the flooring fixtures market’s long term structural demand drivers
remain strong. The market is projected to grow at a CAGR of 7.1% over the next four years, reaching INR
11,77,308 million by Fiscal 2029.
Indian Flooring Fixtures Market Size – By Value (₹ million) (Fiscal)
135_______
Source: Technopak Analysis and Secondary Research.
5. Ceiling Fixtures
Ceiling Fixtures, once considered a purely functional element to hide electrical wiring and ducts, have now become a key
design feature in modern interiors. These systems are used to improve the acoustics, thermal insulation, and lighting
efficiency in both residential and commercial buildings.
• Key Products: Key ceiling products include gypsum ceilings, valued for their lightweight, fire-resistant
properties and elegant finishes, and wood ceilings, which add warmth and natural aesthetics, ideal for traditional
designs. Metal ceilings (aluminum or steel) offer durability and a sleek look, popular in commercial spaces.
Glass ceilings create openness with natural light, suited for modern designs, while PVC ceilings provide a water-
resistant, low-maintenance option for kitchens and bathrooms with versatile designs.
• Key Trends: There is an increasing focus on acoustic ceiling solutions in commercial environments such as
offices and auditoriums. Energy efficiency is also becoming a key driver, with consumers opting for false ceiling
systems that enhance insulation and reduce energy costs. Design innovation, such as the use of 3D ceilings or
integrated lighting systems, is transforming false ceilings into an aesthetic feature rather than just a functional
element.
• The ceiling fixtures market was valued at INR 20,000 million in Fiscal 2018 and grew at a CAGR of 6.2%,
reaching INR 27,000 million by Fiscal 2023. In Fiscal 2024, the market grew by 7.4%, reaching INR 29,000
million and grew at 7.6% in Fiscal 2025 to reach INR 31,200 million. The market is further projected to grow at
a CAGR of 8.3% over the next four years, reaching INR 43,000 million by Fiscal 2029.
Indian Ceiling Fixtures Market Size – By Value (₹ million) (Fiscal)
_______
Source: Technopak Analysis and Secondary Research.
The Importance of Architects and Interior Designers in the Indian Internal Fixtures Market
136Architects and interior designers have become critical influencers in the internal fixtures market, shaping material
preferences and guiding consumer decisions across residential and commercial projects. Their role has evolved
significantly over the past decade, especially in urban areas and Tier-II cities, as more consumers seek professional advice
to create functional and aesthetically pleasing spaces.
1. Influencing Customer Preferences
Traditionally, homeowners relied on family members or local carpenters to make decisions about fixtures and materials,
with a primary focus on functionality and cost. Today, architects and interior designers have transformed this process by
introducing consumers to modern materials and design trends. Their expertise is now central to creating personalized,
stylish, and practical living spaces.
• Material Selection: Designers introduce clients to innovative materials like non-wood wall panels, engineered
wood flooring, and acoustic ceiling solutions that homeowners might not have considered. Their knowledge
helps ensure that the selected materials are appropriate for the project’s energy efficiency, sustainability, or
aesthetic goals.
• Brand Preferences: Interior designers are also trusted to recommend brands that align with a client’s vision,
particularly in high-end and luxury markets. Their familiarity with industry trends means they guide decisions
on whether to choose premium, bespoke products or more cost-effective solutions.
• Maximizing Space: Interior designers excel at optimizing space, especially in urban environments where room
sizes are shrinking. Their designs, which often include modular shelving, compact cabinetry, and multi-
functional furniture, ensure spaces are both stylish and functional.
2. Position in the Value Chain
Architects and interior designers play a pivotal role early in the value chain of the interior fixtures market. Their influence
on material choices, design direction, and even sourcing decisions makes them key decision-makers who bridge the gap
between manufacturers, suppliers, and end consumers.
• Design Phase: Architects and designers are typically involved from the outset of a project, whether it’s a new
build or a major renovation. They begin by shaping the overall look and functionality of the space, working
closely with clients to understand their needs. At this stage, they also engage with manufacturers and suppliers
to explore the latest products and innovations, ensuring their designs incorporate the most suitable materials and
trends.
• Material Sourcing and Brand Selection: When specifying materials, finishes, and fixtures, designers ensure
that their choices not only meet the aesthetic and functional goals of the project but also stay within budget. Their
recommendations are critical in determining which brands and products are ultimately selected, particularly for
high-end or custom-built spaces. This influence is especially strong in premium projects, where clients rely on
their expertise to balance design vision with quality and cost.
• Installation and Execution: Once the design is finalized, architects and designers work hand-in-hand with
contractors, carpenters, and other tradespeople during installation. They ensure that materials are used correctly,
and the project’s design intent is faithfully executed. Their oversight during this phase guarantees that both the
functional and aesthetic aspects of the design are achieved, leaving the client with a polished, well-integrated
space.
Global Overview of the Wall Covering Market
Global Overview of the Wall Covering Market
The wall covering market encompasses a diverse range of products, including traditional items like wallpapers and
contemporary options like wall tiles and wall panels. The global wall-covering market was grew from USD 34.5 billion
in CY 2023 to USD 36.2 billion in CY 2024 and is expected to grow at a CAGR of 5.5% to reach USD 50.0- billion in
2030.
Global Wall Covering Market Size in USD billion (CY)
137_______
Source: Secondary research, Technopak analysis
Key Segments Within the Wall Covering Market
In the global wall-covering market, wallpaper leads with a share of 41%, reflecting its popularity and preference. Wall
panels with a significant 35% indicate their substantial presence and appeal. Wall tiles, while still relevant, hold a smaller
share at 24%, suggesting a more niche position than the other wall-covering options. In the wallpaper segment, significant
players include York Wall Coverings (USA) and A.S. Creation (Germany). Intco Decor (China) is a leading the wall
panel market. In the tiles segment, notable companies are Mohawk Industries (USA) and Porcelanosa (Spain).
Key Segments Within the Wall Covering Market (CY 2024)
_______
Source: Secondary research, Technopak analysis
In the wall-covering market, Europe holds the largest share with 31%, reflecting its leading position in the sector. Asia
Pacific follows with 25%, indicating a notable contribution from this region. North America contributes 23%, while Latin
America accounts for 12%, and the remaining 9% is attributed to various other regions. This distribution highlights
Europe's dominance in the global wall-covering market, with strong contributions from Asia Pacific and North America.
Key Regions for the Global Wall Covering Market (CY 2024)
138_______
Source: Secondary research, Technopak analysis
Global Wall Panel Market
The global wall panel market was valued at USD 10.1 billion in CY 2023 and registered a YoY growth rate of 3.5%,
reaching USD 10.5 billion in CY 2024. It is further expected to grow at a CAGR of 3.8% to reach a value of USD 13.1
billion in 2030.
Global Wall Panel Market Size in USD billion (CY)
_______
Source: Secondary research, Technopak analysis
Key Segments of the Global Wall Panel Market
The key segments in the global wall panel market are divided into the following categories. These are primary categories
that contribute to most of the market share of the global wall panel market.
PS, PVC and Acrylic wall panels: PS wall panels, also known as polystyrene foam boards, and PVC wall panels are
durable and versatile interior design elements that offer a wide range of aesthetic options, durability, and sound absorption
properties primarily made from polystyrene, a material that is known for its recyclability and low environmental impact.
Acrylic wall panels, made from a durable, weather-resistant material, also offer a diverse and stylish option for interior
design. Crafted from acrylic, which is a transparent, thermoplastic polymer known for its high impact resistance, weather
resistance, and UV stability.
A few prime features of PS wall panels include:
• Variety: Their availability in multiple finishes—they offer a myriad of choices at a fraction of the cost. Their
variety alongside minimum requirement for maintenance makes them the most favourable choice of panels in
the market.
• Convenience: These panels can be easily cut and installed with readily available tools. This makes their
installation process time-saving and convenient preference in the wall panels segment.
139• Water Resistant: PS being water resistant in nature makes them ideal choices for wall panelling.
• Recyclable: Since they are made from polystyrene, it allows them to be reused at the end of their life cycle. This
makes them a go-to sustainable and fitting solution. The increasing initiatives to promote and exercise
sustainability is another reason why these panels are becoming a more popular choice among consumers.
• Lightweight: Customer preference is higher due to light weight nature, which brings additional comfort in
installation.
• Termite, Borer and Anti-fungal Resistant: Customers gives huge preference to PS Panels, being termite and borer
resistant as compared to Wood wall panel products.
• Eco Friendly: PS Panels, being non-wood-based, promote savings in tree cutting, which is environmentally
friendly.
Wood-Based Panels: This category includes Medium Density Fiberboards (MDF), High-Density Fiberboards (HDF),
veneers, and other wood-derived laminates. HDF, known for its high-density composition, offers outstanding stability,
making it ideal for laminate and veneered boards. These panels are globally favored for their smooth, even surfaces,
perfect for applications like painting or wallpapering. Moreover, they are more affordable than solid wood, presenting a
cost-effective choice for various uses.
Other Materials: This group encompasses metal and glass wall panels, which provide excellent moisture protection.
Their durability and fire-resistant properties, combined with their sleek aesthetic finish, make them a popular option for
commercial applications. Large vertical panels can enhance a building's appearance by making it look taller and more
spacious. Additionally, Aluminium Composite Panels (ACPs) are gaining popularity for exterior cladding due to their
versatility and robustness. ACPs are made of two aluminum sheets that encase a core material, typically polyethylene or
mineral-based, offering both strength and flexibility.
The wall panels market features a variety of options, including wooden, concrete, gypsum, fiber, and plastic panels. In
contemporary architecture, wooden and metal panels are particularly popular. However, PS-based wall panels are meeting
much of the demand due to their lightweight and customizable properties. These panels can effectively mimic the
appearance of materials like wood and stone, offering substantial cost savings and sustainable benefits compared to
traditional materials.
In the global wall panel market, the market for PS panels, PVC wall panels and others (including acrylic wall panels and
WPCs) was valued at USD 3.6 billion in CY 2024. For the wood-based wall panels segment, the market was valued at
USD 5.8 billion in CY 2024, and the remaining segment, including glass and metal wall panels, was valued at USD 1
billion in CY 2024.
Key Markets for PS Wall Panels
The US maintains a predominant position, securing its position as one of the key markets for PS panels. It imported a
value of USD 128.6 million of PS panels in CY 2023.
UK, Canada, and Europe (Germany, France, Netherlands) follow close behind, with imported values of USD 67.6 million,
USD 75.7 million, and USD 212.5 (USD 101.3 million, USD 62.1 million, USD 49.1 million). They are the key markets
for PS panels as energy efficiency is becoming a cornerstone in their policymaking regarding construction.
140Key Markets for PS panels by Value in Imports in USD million (CY 2023)
_______
Source: ITC Trade statistics for international business development using the HSN code “391890” as at 10th September 2024.
Note: The data highlighted in the box for India is for informational purposes only and does not represent any ranking
The performance of the USA and Canadian housing markets, particularly the mix of single-family and multifamily
construction, as well as spending on repair, renovation, and remodelling, play a crucial role in driving demand.
Additionally, industrial applications of building materials contribute to overall consumption as well.
Europe is another critical market for PS wall panels, with strong growth observed across Western and Eastern Europe.
Countries such as Germany, France, and the Netherlands are prominent players, driven by stringent building codes and
sustainability initiatives. Primarily, extending the lifespan of buildings through durable, flexible, and modular designs
could potentially reduce carbon emissions by over 1 billion tons beyond 2050.
Growth Factors and Trends
Global Trends in the PS Wall Panels Market
The Decorative Wall Panels and Decorative Laminates industries continue to evolve and are characterized by rapidly
changing technologies, price competition, evolving industry standards, growing awareness and changing preferences from
consumers and consequent demands from distributors and customers.
Lightweight Construction: The demand for lightweight building materials is on the rise, especially in regions prone to
seismic activity. PS wall panels are significantly lighter than traditional materials like masonry (since the density of PS
wall panels is usually 0.40-0.45g/cm³), making them easy to handle. This can contribute to structural stability and reduce
construction time. This advantage is especially valuable in projects where rapid completion of a project is also crucial.
Soundproofing and Insulation: Noise pollution is a growing concern in urban areas. PS wall panels with integrated
acoustic properties can help to reduce noise transmission, creating quieter and more comfortable indoor environments.
Furthermore, these panels can provide effective insulation against heat and cold, improving energy efficiency and
reducing heating and cooling costs. Their higher density makes them valuable, marking a growing preference for PS wall
panels for a similar reason.
Technological Advancements: The construction industry is increasingly embracing technology. While integration with
technology is not limited to only PS wall panels, manufacturers of PS wall panels are incorporating additional innovative
solutions, such as prefabricated panels with integrated wiring and plumbing, to streamline installation and enhance
efficiency. Additionally, the use of Building Information Modeling (BIM) software allows for precise planning and
design, minimizing waste and errors.
Personalisation and Design Flexibility: Consumers and architects are seeking personalized solutions that reflect their
unique tastes and preferences. PS wall panels offer a wide range of colors, textures, and finishes, allowing for limitless
customization possibilities. And PS wall panels manage doing so at a fraction of the cost, and lesser need for maintenance.
Many brands are now offering a diverse range of 3D wall panels, featuring contemporary designs such as fluted, ribbed,
and Art Deco-inspired styles. Fluted and slatted panels have recently gained significant popularity. Affordable DIY
solutions, demonstrate the creative potential of basic materials. As the market evolves, we can anticipate a growing trend
141towards modernized panels with narrower, more spaced-out slats, providing a fresh interpretation of a classic design
aesthetic.
Cost-effectiveness & Ease of Installation: The rise of modular renovations has popularized PS wall panels for their
easy installation and quick transformation of spaces, ideal for time-conscious consumers. Along with APCs and façade
systems, they offer eco-friendly benefits, being made from sustainable materials and providing energy efficiency, making
them a responsible home improvement choice.
Growth Factor and Trends in the Global Wall Panel Market
Rising disposable Income: Rising disposable incomes and urbanization are boosting demand for premium, personalized
wall decor as consumers invest in enhancing home and workspaces. This trend is prominent in urban areas and commercial
spaces focused on creating aesthetic, efficient environments.
Versatility and Customization: A multitude of wall décor items are now available and up for customization as per the
needs of the consumer. Many traditional wall décor items are also multifaceted. For example, wall shelves–which serve
as a decorative and storage item. In this regard, PS wall panels offer exceptional versatility, allowing homeowners to
create personalized and stylish interior spaces. Available in a wide range of designs, textures, and colours, these panels
cater to diverse aesthetic preferences. From sleek, contemporary styles to classic, traditional motifs, PS wall panels
provide the flexibility to transform any room into a unique and inviting environment.
Rising Integration with Technology: Technological advancements have created significant developments in broadening
the scope of wall cladding materials. Development regarding new composites and synthetic materials to ensure sustainable
growth combined with better product performance and longevity are at the forefront for brands.
Changing Lifestyles: The prevalence of DIY and home décor influencers on social media platforms is influencing
consumer preferences and driving interest in home renovation activities. These influencers showcase aspirational
lifestyles, inspiring consumers to personalize their spaces with unique décors items. The high penetration of the internet
and social media allows for the rapid dissemination of décor trends. Consumers are exposed to a wider variety of interior
design styles and products, influencing their purchasing decisions, with ease to switch up their preferences accordingly.
Sustainability: The growing popularity of green building certifications, including LEED (Leadership in Energy and
Environmental Design) and BREEAM (Building Research Establishment Environmental Assessment Method), is
significantly increasing the demand for sustainable building materials. Wall panels, crucial for both interior and exterior
finishes, are particularly affected as these certificates are usually mandated by government regulations or pursued by eco-
conscious developers and consumers. This sets strict standards for construction materials, emphasizing energy efficiency,
resource conservation, and minimized environmental impact.
The material polystyrene from which these panels are made is recyclable, meaning it can be repurposed and reused at the
end of its life cycle. By choosing PS wall panels, homeowners can reduce their environmental impact and contribute
towards sustainability. These can also provide provisions for sustainable efforts. They also provide structural integrity,
hence promoting a sense of longevity with their usage.
Hygiene and Health: The increased focus on health and hygiene, particularly in the wake of the COVID-19 pandemic,
has notably influenced the choice of wall materials. PS wall panels, recognized for their anti-fungal properties and ease
of maintenance, have seen a surge in popularity across various environments, including healthcare facilities, educational
institutions, and residential spaces. Furthermore, their water-resistant properties prevent any mold, borer, or termites from
developing.
Natural Alternatives: The use of real wood and stone for wall décor can be expensive and challenging to maintain over
time. Consequently, wall décor items such as PS-based wall panels, laminates, and ACPs offer more cost-effective and
practical alternatives. They can imitate the look of these real materials without the additional weight, cost, or risk of being
ruined by environmental stresses. Additionally, earthy-toned wall décor items have recently been trending.
Overview of the Indian Wall Decorative Industry
Evolution of the Wall Decorative Market in India
The wall decorative market in India has undergone a significant transformation over the past few decades, evolving from
basic wall paints to a diverse array of products like wall panels, decorative laminates, wallpapers, louvers, and moldings.
142This evolution has been driven by a combination of socio-economic factors, changing consumer preferences, and
technological advancements. The market has grown in phases, each marked by distinct trends and market dynamics.
Evolution of the Wall Decorative Industry in India
_______
Source: Technopak Analysis
Note: The graph represents the four phases of the organized retail evolution and indicates the players who took center stage in these phases.
Phase I: The Pre-Liberalization Era (Before 1991)
Before the economic liberalization of India in 1991, the wall decorative market was largely limited to basic paints and
whitewashing. The market was dominated by a few large players like Asian Paints and Berger Paints, catering to a
price-sensitive market. Interior decoration during this period was not a major priority for most Indian households, and the
use of wallpapers or designer panels was virtually non-existent. The focus was primarily on functionality and affordability,
with little emphasis on aesthetics. The industry was highly fragmented, with numerous small and regional players
operating in the unorganized sector. Products were often sold through local hardware stores, and innovation in terms of
design and material was minimal. Most consumers were unaware of the various wall decorative options available globally,
and the market was primarily driven by the need for basic wall protection and simple color applications.
Phase II: Post-Liberalization and the Entry of New Players (1991-2000)
The economic liberalization of the 1990s brought about significant changes in the Indian economy, including the wall
decorative market. As disposable incomes began to rise and urbanization accelerated, there was a growing demand for
better living standards, which included more aesthetically pleasing home interiors. This period saw the entry of several
new players, including international brands, which introduced a wider range of products and designs.
The introduction of emulsions and other higher quality paints by companies like Asian Paints began to shift consumer
preferences from traditional lime-washing to more sophisticated wall finishes. Additionally, the concept of designer walls
started to take root, with the use of textured paints and stencils becoming increasingly popular among urban consumers.
The late 1990s also saw the initial entry of wallpapers into the Indian market, although their adoption was still limited to
high-end residential and commercial projects. The market for wall decorative products began to move from a purely
functional perspective to one that also considered aesthetics and design. Consumers started to experiment with different
colors, textures, and finishes, gradually leading to the emergence of interior decoration as an important aspect of home
improvement.
143Phase III: The Growth of Homegrown Brands and Product Diversification (2000-2010)
The early 2000s marked a significant shift in the Indian wall decorative market. This period was characterized by the
growth of homegrown brands like Greenlam, Century Plyboards, and Merino Laminates, which introduced innovative
products such as laminates, veneers, and wall panels. These products offered consumers more options in terms of design,
durability, and ease of installation, driving the market towards greater diversification.
During this phase, the industry saw a surge in the variety of materials and finishes available. Wall panels made from MDF
(Medium-Density Fiberboard), PVC (Polyvinyl Chloride), and other materials became increasingly popular. These
products not only provided aesthetic appeal but also offered practical benefits such as sound insulation and ease of
maintenance.
This decade also saw the rise of organized retail formats, which provided a platform for brands to showcase their products
in a more consumer-friendly environment. Retail chains like HomeStop began to stock a wider range of wall decorative
products, making them more accessible to the average consumer. The increasing influence of global design trends, coupled
with greater exposure to international markets, led to a growing demand for more stylish and contemporary wall decor
solutions. Specialty stores and online platforms also began to emerge, offering a curated selection of premium wall
decorative products.
Phase IV: The Rise of E-Commerce and Customization (2010-2020)
The period from 2010 onwards has been marked by the rapid growth of e-commerce, which has had a profound impact
on the wall decorative market in India. Online platforms like Pepperfry and Urban Ladder have made it easier for
consumers to explore a wide range of products, compare prices, and make informed purchasing decisions from the comfort
of their homes.
These platforms have significantly expanded the reach of wall decorative products, particularly in Tier-II and III cities,
where access to such products was previously limited. Consumers are now able to purchase a variety of wall decor items,
including wall art, mirrors, clocks, shelves, and even wallpapers, without needing to visit multiple stores.
This phase also saw the introduction of customizable wall decor options, allowing consumers to personalize their living
spaces according to their tastes and preferences. Companies like Euro Pratik and Meraki PVC began to offer bespoke
solutions, catering to the growing demand for unique and personalized interiors.
The advent of digital printing technology further revolutionized the industry by enabling the production of high-quality,
customized wallpapers and wall panels. This technology allowed for greater creativity and flexibility in design, making
it possible to create intricate patterns and photo-realistic images on wall surfaces.
Overview of the Wall Decorative Industry
The wall decorative industry in India has evolved significantly, driven by macroeconomic trends, changing consumer
preferences, and advancements in material technology. This sector includes a diverse range of products – interior
decorative paints, wallpapers, wall decorative laminates, and non-wood wall panels—each catering to distinct market
segments based on cost, design flexibility, and ease of installation. While some products, such as paints and laminates,
are long-established, others, like non-wood wall panels, are emerging as innovative solutions aligned with modern design
trends and functional requirements. Within the wall decorative industry, interior décor community (which includes
contractors, architects, interior designers, other vendors, among others), the Decorative Wall Panels and Decorative
Laminates industries is highly consumer centric and consumer preferences drive product design, innovation and
development. The demand for Decorative Wall Panels and Decorative Laminates in India is increasing due to rapid
urbanization, changing consumer preferences, and a growing emphasis on aesthetic and sustainable building materials.
The market for Decorative Wall Panels and Decorative Laminate products is highly competitive and requires constant
innovation. Important factors affecting competition in the Decorative Wall Panels and Decorative Laminates industries
include performance, reliability, reputation, safety record, product quality, technical ability, industry experience, past
performance, technology, price and the portfolio and quality of products.
The wall decorative industry was valued at INR 1,95,630 million in Fiscal 2018 and grew at a CAGR of 10.1%, reaching
INR 3,16,982 million by Fiscal 2023. In Fiscal 2024, the market grew by 8.1%, reaching INR 3,42,728 million and grew
at a CAGR of 6.9% to reach INR 3,66,219 million in Fiscal 2025. The market is further projected to grow at a CAGR of
12.9% over the next five years, reaching INR 6,28,902 million by Fiscal 2029.
144Indian Wall Decorative Market Size by Value (₹ million)
_______
Source: Technopak Analysis, Secondary Research
The Wall Decorative Market is further segmented in categories as mentioned below: -
Indian Wall Decorative Market Segmentation (Fiscal)
_______
Source: Technopak Analysis, Secondary Research
1. Interior Decorative Paints:
India's interior decorative paints segment is the cornerstone of the paint industry, driving approximately 53% of the total
decorative paints market by value. Interior decorative paints, which are primarily used for enhancing the visual appeal of
interior surfaces, encompass a wide range of products including interior emulsions, distempers, and primers. The market
has witnessed steady growth due to rising consumer awareness about premium quality paints, coupled with the demand
for innovative textures, finishes, and eco-friendly options.
The Indian interior decorative paint market was valued at INR 1,61,253 million in Fiscal 2018. The industry has
demonstrated growth, fuelled by urbanization, rising disposable incomes, and a surge in home renovation activities. By
Fiscal 2024, the market was valued at INR 2,80,476 million. The market reached a size of INR 2,97,305 million in Fiscal
2025 experiencing a growth rate of 6.0%. This moderate growth was driven by volume increases that were offset by
pricing pressures and demand weakness, especially in urban markets. Despite the current moderate growth, the market is
further projected to grow at a CAGR of 14.8% to reach a market of INR 5,16,759 million by Fiscal 2029.
145Indian Interior Decorative Paint Market Size by Value (₹ million) (Fiscal)
_______
Source: Technopak Analysis, Secondary Research
Interior Decoratives Paint includes Interior Emulsions, Primer and Distemper categories.
The market is highly consolidated, with four major players—Asian Paints, Kansai Nerolac, Berger Paints, and Akzo
Nobel—collectively holding 70% of the market. These companies have leveraged extensive distribution networks and the
rise of Colour Dispensing Systems at dealer levels to fortify their market dominance. The remaining 30% of the market
comprises nearly 3,000 small and medium manufacturers, whose market share has been declining as organized players
expand.
The interior decorative paint market is highly organized with 76% (INR 2,13,162 million) market share and is projected
to grow at a CAGR of 14.2% to reach a market share of 80% (INR 4,13,407 billion) by Fiscal 2029.
Decorative Paints Market Segmentation – Organized Vs Unorganized (%) (Fiscal)
_______
Source: Technopak Analysis, Secondary Research
Key growth drivers/trends of decorative paint segment:
Shorter Repainting Cycles:
The frequency of home renovations and repainting has increased significantly, driven by rising consumer awareness and
aspirations for modern home aesthetics. This has shortened the average repainting cycle to 5-7 years from the earlier
average of 8-10 years. As consumers increasingly view their homes as a reflection of personal style, the demand for quick,
easy-to-apply, and high-quality decorative finishes has surged. Brands have also introduced innovative services like
express painting, making the repainting process more convenient, thereby encouraging more frequent refurbishing.
146Rural and Tier-II, Tier -III Market Expansion:
With increased government focus on rural electrification, better infrastructure, and housing schemes, rural areas and
smaller towns are becoming significant growth drivers for the decorative paints industry. Rising disposable incomes in
these regions have facilitated the adoption of branded products that were once predominantly used in urban centers.
Furthermore, regional aspirations for improved housing aesthetics, combined with accessible pricing strategies by large
paint manufacturers, have expanded the consumer base in these underserved markets. Entry-level paints, supported by
micro-distribution networks, play a crucial role in this expansion.
Sustainability and Innovation:
The global shift towards sustainability is influencing consumer preferences in India as well. There is a growing demand
for eco-friendly, low-VOC, and water-based paints, which are perceived as healthier and environmentally responsible.
This shift is not only regulatory-driven but also consumer-led, as awareness about the harmful effects of traditional
solvent-based paints increases. Major players are investing heavily in R&D to create sustainable solutions that cater to
both premium and mid-market segments, further accelerating the adoption of these innovations. Additionally, energy-
efficient manufacturing processes and recyclable packaging are becoming important differentiators in a competitive
market.
2. Wallpapers
Wallpapers are decorative materials used primarily to cover and enhance the visual appeal of interior walls. Although
traditionally considered a niche product in India, primarily influenced by western decor trends, wallpapers are increasingly
gaining traction in both residential and commercial projects. Their ability to create unique patterns, textures, and design
accents on walls sets them apart from traditional paint, making them a popular choice for feature walls or to highlight
specific areas in a room. Despite their growing popularity, the wallpaper segment still holds a smaller market share
compared to decorative paints, as many consumers in India prefer to use them for selective walls rather than full-room
coverage.
The wallpaper market in India was valued at INR 12,250 million in Fiscal 2018, at a CAGR of 8.0%, reaching INR 18,000
million by Fiscal 2023. In Fiscal 2024, the market's growth rate slowed to 4%, with a market size of INR 18,720 million,
primarily driven by competition from alternative wall décor categories, such as wall panels. The market further reached
a size of INR 19,506 million in Fiscal 2025 and going forward, it is projected to expand to INR 24,466 million by Fiscal
2029, with a forecasted CAGR of 5.8%.
Indian Wallpaper Market Size by Value (₹ million) (Fiscal)
_______
Source: Technopak Analysis, Secondary Research
The wallpaper industry is also experiencing a shift from the unorganized to the organized sector, with the later expected
to grow from its current value of INR 13,104 million in Fiscal 2024 to INR 17,616 million in Fiscal 2029, a CAGR of
6.1%. In contrast, the unorganised sector is expected to grow from INR 5,616 million in Fiscal 2024 to INR 6,851 million
in Fiscal 2029, a CAGR of 4.1%.
147Wallpaper Market Segmentation – Organized Vs Unorganized (%) (Fiscal)
_______
Source: Technopak Analysis, Secondary Research
Key Features and Properties of Wallpaper
• Design Versatility: Wallpapers provide an array of patterns, textures, and colors, allowing for personalized and
unique interior designs that are often difficult to achieve with paint.
• Customizable Digital Prints: Enabled by digital printing technology, these wallpapers allow for bespoke
designs, such as photographic murals.
• Durability and Maintenance: Wallpapers, particularly vinyl types, offer high durability and are easy to clean,
making them suitable for both residential and commercial spaces.
• Eco-friendly Options: With growing demand for sustainable home decor, many manufacturers now offer non-
toxic and eco-friendly wallpapers, reducing VOC emissions and promoting the use of recyclable materials.
Types of wallpaper:
• Vinyl-based: Durable, washable, and suitable for high-traffic areas, vinyl wallpapers hold the largest market
share.
• Non-woven: Popular for DIY projects due to their easy application and removal, non-woven wallpapers are
gaining traction.
• Fabric/Texture-based: These high-end options offer luxurious finishes, often used in premium residential and
commercial spaces.
Key Trends in the Wallpaper Market:
Growth in Customization and Digital Printing:
The rise of digital printing technology has revolutionized the wallpaper industry by offering customized designs to meet
individual tastes and preferences. Consumers can now opt for personalized murals, bespoke patterns, and even
photographic wallpapers, making their interiors truly unique. This trend is especially gaining momentum in high-end
residential and luxury commercial spaces like hotels and boutique offices.
Shift Towards Premium and Luxury Segments:
Wallpapers, though generally more expensive than paints, are increasingly being preferred in high-end markets due to
their luxurious appeal. Global brands like Versace Home and Roberto Cavalli offer exclusive collections tailored to
premium clientele. In India, this trend is evident in metropolitan areas, where homeowners and businesses seek to
differentiate their spaces with opulent designs.
148Do-it-yourself (DIY)
The growing trend of DIY home improvement is pushing the demand for easy-to-install wallpapers, especially peel-and-
stick varieties. These options are particularly popular among millennial consumers looking for quick, affordable interior
solutions.
Focus on Sustainability:
As consumers become more environmentally conscious, demand for sustainable, non-toxic wallpapers has risen. This
includes the use of natural fibers like bamboo and recycled materials, aligning with the global trend towards eco-friendly
home decor.
While both decorative paints and wallpapers have been popular options in the past, they require frequent maintenance
cycles. As a result, there is a demand in the market for durable and cost-effective alternatives, and companies such as
Euro Pratik are catering to this demand with laminates and non-wood wall panel-based products.
3. Wall Decorative Laminates
Wall Decorative Laminates are composite materials made by pressing together layers of paper or fabric with resins,
creating a durable surface. Decorative laminates are an ideal way to add both style and functionality to interior surfaces.
These laminates enhance the look of walls by offering a wide range of textures, colours, and patterns that replicate natural
materials like wood and stone, creating a stylish and polished finish. Decorative laminates are widely used for wall
cladding to add visual interest and texture to interior spaces. They can transform plain walls into focal points with a variety
of finishes, such as wood grain, stone, or abstract patterns, making them ideal for living rooms, bedrooms, and commercial
spaces. While less luxurious than veneers, laminates are preferred for their ease of maintenance and resistance to wear,
making them a popular choice in both residential and commercial settings.
The wall decorative laminate market was valued at INR 12,425 million in Fiscal 2018 and grew at a CAGR of 8.0%,
reaching INR 18,256 million by Fiscal 2023. In Fiscal 2024, the market grew by 6.0%, reaching INR 19,351 million and
is expected to grow by 8.5% in Fiscal 2025 to reach INR 20,996 million. The market is further projected to grow at a
CAGR of 11.6% over the next four years, reaching INR 32,068 million by Fiscal 2029.
Indian Wall Decorative Laminates Market Size by Value (₹ million) (Fiscal)
_______
Source: Technopak Analysis, Secondary Research
The Indian wall decorative laminates industry is witnessing a transition from the unorganized to the organized sector. The
organized segment is projected to expand from its present value of INR 12,191 million in Fiscal 2024 to INR 22,826
million by Fiscal 2029, reflecting a CAGR of 13.4%. In comparison, the unorganized sector is expected to grow from
INR 7,160 million in Fiscal 2024 to INR 9,782 million by Fiscal 2029, with a slower CAGR of 6.4%.
149Indian Wall Decorative Laminates Segmentation – Organized Vs Unorganized (%) (Fiscal)
_______
Source: Technopak Analysis, Secondary Research
Key Features in Laminates Market:
• Durability: Laminates are highly regarded for their scratch resistance, making them suitable for areas with heavy
foot traffic or frequent use, such as kitchens, offices, and commercial spaces.
• Customization: Available in a wide range of textures, colors, and patterns, laminates can replicate more
expensive materials like wood or marble at a fraction of the cost.
• Types: High-Pressure Laminates (HPL) and Low-Pressure Laminates (LPL) are the most common, with HPL
being more durable and suitable for heavy use.
Key Trends in the Laminates Market:
• Sustainability: There is growing demand for eco-friendly laminates made with low formaldehyde emissions,
driven by environmental concerns.
• Digital Printing: Advanced digital printing technologies are enabling more realistic designs and customization
options.
• Expansion in Tier-II and Tier-III Markets: As urbanization spreads, laminates are becoming increasingly
popular in smaller cities where consumers seek affordable yet stylish interior solutions.
4. Interior Decorative Wall Panels
A wall panel is used to cover and enhance the aesthetics of interior or exterior walls. These panels are designed to improve
both the visual appeal and functionality of a space by offering a wide range of decorative styles, textures, and materials.
The decorative wall panel market in India has been experiencing significant growth, driven by increasing consumer
preference for aesthetic interior solutions, rapid urbanization, and evolving design trends in both residential and
commercial spaces. Wall panels, known for their versatility, durability, and ease of installation, are widely adopted as an
alternative to traditional wall finishes like paint or wallpaper. These panels come in a range of materials, including wood,
PS (Polystyrene), PVC (Polyvinyl Chloride), WPC (Wood Plastic Composite), and acrylic, catering to diverse aesthetic
and functional needs.
Growing awareness about sustainable and eco-friendly materials, as well as a shift towards easy-to-install, ready-made
solutions, is further fuelling the adoption of decorative wall panels. With increased competition from both organized and
unorganized sectors, the market is expected to see innovations in design, textures, and material composition. Furthermore,
increased investment in home renovation and real estate development, combined with the rise of DIY projects, is projected
to drive the market's expansion in the coming years.
The decorative wall panel market was valued at INR 9,701 million in Fiscal 2018 and grew at a CAGR of 16.7%, reaching
INR 21,026 million by Fiscal 2023. In Fiscal 2024, the market grew by 15.0%, reaching INR 24,180 million and grew by
15017.5% to reach INR 28,412 million in Fiscal 2025. The market is further projected to grow at a CAGR of 18.0% over the
next four years, reaching INR 55,069 million by Fiscal 2029.
Indian Decorative Wall Panel Market Size by Value (₹ million) (Fiscal)
_______
Source: Technopak Analysis, Secondary Research
Note: For the purpose of the report, we are covering only “Non-Wood” Decorative Wall Panel Market
The Indian wall decorative panel industry is experiencing a shift from the unorganized to the organized sector. The
organized segment is projected to expand from INR 17,071 million in Fiscal 2024 to INR 41,302 million by Fiscal 2029,
registering a CAGR of 19.33%. In comparison, the unorganized sector is expected to grow from INR 7,109 million in
Fiscal 2024 to INR 13,767 million by Fiscal 2029, with a comparatively lower CAGR of 14.13%. This shift underscores
a growing demand for high-quality, standardized products. For example, Euro Pratik is one of India’s leading Decorative
Wall Panel brands and has emerged as one of the largest organized wall panel brands with a market share of 15.87% by
revenue in the organized Decorative Wall Panels and their total revenue from the Decorative Wall Panels sold during
Fiscal 2023 being INR 1,742.89 million. Other players in the organized wall panel market with a presence in the decorative
wall panels segment include Vivre Panels, which caters to the wall panel segment through its product offerings of louvers
and profiles, has an overall revenue of ₹1,315.91 million from all its product categories. Similarly, Meraki Laminates and
Mystic Mann have a total revenue of ₹ 704.91 million and ₹ 319.11 million respectively. Additionally, other smaller
brands such as Rang Décor, Decmore, Marley Décor, and Living Plus are also present in this segment, with revenues
estimated to be less than ₹650 million, based on market visits, primary research, and stakeholder interviews. Euro Pratik
has pioneered introduction of products such as Louvers, Chisel and Auris in India's Decorative Wall Panels and Decorative
Laminates industries which has helped them position themselves as product innovators among the selected set of peers
for certain products and design as recognised at the India Coverings Expo from 2019 to 2022.
Decorative Wall Panel Market Segmentation – Organized Vs Unorganized (%) (Fiscal)
_______
Source: Technopak Analysis, Secondary Research
Decorative Wall Panel Market – Material Wise Segmentation
151The Indian Decorative Wall Panel Market is primarily composed of Polystyrene (PS), Polyvinyl Chloride (PVC), Wood
Plastic Composite (WPC), and Acrylic wall panels.
The market for PS wall panels is projected to grow from its current value of INR 15,475 million in Fiscal 2024 to INR
33,041 million by Fiscal 2029, representing a CAGR of 16.4%. PVC wall panels also exhibit strong demand, expected to
increase from INR 6,190 million in Fiscal 2024 to INR 15,419 million in Fiscal 2029, with a CAGR of 20.0%.
Other types of wall panels, including WPC and Acrylic, currently have a market size of INR 2,515 million in Fiscal 2024
and are anticipated to grow to INR 6,608 million by Fiscal 2029, reflecting an expected CAGR of 21.3%.
Indian Decorative Wall Panel Market Segmentation by Material (Fiscal)
INR 970 Mn INR 2,103 Mn INR 2,418 Mn INR 2,841 Mn INR 5,507 Mn
CAGR PS Wall Panel PVC Wall Panel Others
Fiscal 2018-2023 15.7% 18.7% 19.2%
Fiscal 2023-2024 13.2% 17.8% 19.6%
Fiscal 2024-2025 16.2% 19.3% 20.9%
Fiscal 2024-2029P 16.4% 20.2% 21.4%
_______
Source: Technopak Analysis, Secondary Research
Others include WPC and Acrylic Wall Panels
Key Difference between Laminates and PS Wall Panels
Feature Laminates Polystyrene (PS) Wall Panels
Material Layers of kraft paper or fabric, topped with a decorative layer,
High-density polystyrene extruded or expanded to
Composi impregnated with phenolic resin. Manufactured under high
form panels.
tion pressure.
Thicknes
0.6mm – 3 mm 4mm – 25mm
s
Durabilit Highly resistant to wear, scratches, stains, and moisture. Highly durable and impact resistant. Excellent for
y Particularly effective for high-traffic areas. areas exposed to moisture and extreme conditions.
Installati Easy DIY installation using adhesives or clips.
Requires professional installation. Needs to be glued onto
on Lightweight and easy to handle, making it suitable
surfaces like MDF, plywood, furniture, or cabinets.
for quick wall applications.
Customi Available in a wide range of colors, patterns, and textures,
Available in various textures and patterns like wood,
zation including wood, stone, and abstract designs. Can mimic
stone, metal, leather, fabric.
expensive materials at a lower cost.
Cost Moderate to high, depending on the quality and finish. Moderate to high. PS panels are cost-effective in
Laminates are generally cheaper but higher-end laminates can comparison to veneers and laminates, especially for
be costly. large surfaces.
152Feature Laminates Polystyrene (PS) Wall Panels
Eco- Can use recycled paper in the core layer. However, production
Low eco-friendliness. Made from non-biodegradable
friendlin involves resins and chemicals, which can have environmental
plastic but can be recycled if properly managed.
ess impacts.
Mainten Very low maintenance. Resistant to mold and
Very easy to clean and maintain. Requires just a wipe with a
ance mildew. Just requires regular dusting or wiping
damp cloth. No polishing or re-sealing required.
down.
Weight Relatively lightweight. Laminates do not add much weight to
Extremely lightweight. Easy to transport and install.
surfaces and are easy to handle during installation.
Lifespan 10-20 years with proper care. Laminates are durable but may 15-25 years. Can be easily replaced or upgraded.
show signs of wear after extended use, particularly in high- Durable and long-lasting in both interior and exterior
traffic areas. applications.
Moisture Good resistance to moisture, making laminates ideal for Excellent moisture resistance. Polystyrene is
Resistan kitchens and bathrooms. However, water can seep into edges if inherently water-resistant, making it ideal for damp
ce not sealed properly. areas like bathrooms.
Surface Available in glossy, matte, high-gloss, textured, and soft-touch
Available in smooth, textured, or patterned finishes.
Finish finishes. Some laminates mimic natural materials like stone or
Some can mimic brick, tile, or other materials.
leather.
Acoustic Moderate soundproofing capabilities due to the foam
Provides basic sound insulation. Some specialized laminates
Insulatio core, which absorbs sound. Ideal for reducing noise
come with soundproofing layers.
n in interiors.
Environ Moderate. The production of laminates involves chemicals such
Polystyrene is not biodegradable, but it is recyclable
mental as formaldehyde, though some eco-friendly options are
and hence sustainable.
Impact available.
Applicati Suitable for both horizontal and vertical surfaces: walls, Suitable for interior walls, and furniture. Highly
on Areas cabinets, countertops, flooring, furniture. versatile for both residential and commercial spaces.
Recyclab Can be recycled but depends on the materials and adhesives
Polystyrene foam can be recycled.
ility used.
Key Stakeholders of Interior Fixtures in India
The wall interior fixtures market in India is supported by a diverse range of stakeholders, each contributing to different
stages of the product lifecycle, from design to installation. This interconnected network ensures that the market functions
efficiently and caters to the diverse needs of consumers, be it homeowners, businesses, or commercial projects.
(Remainder of this page has been intentionally left blank)
153Value Chain of Wall Fixture Market in India
_______
Source: Technopak Analysis, Secondary Research
Designers: are key players at the beginning of the process. Industrial designers, architects, and R&D teams are responsible
for creating innovative wall interior solutions that meet market trends and customer preferences. Their designs reflect
global and local trends, with an emphasis on aesthetics, functionality, and sustainability. They play a crucial role in
ensuring that the products appeal to a wide range of customers, whether in the residential or commercial sector.
Manufacturing/Sourcing: In terms of production, manufacturers form a vital group, but their role extends beyond just
fabrication. Manufacturers in India use advanced machinery, such as CNC technology, to cut, shape, and finish wall
panels and fixtures. The increasing trend toward automation ensures that these manufacturers can meet high standards of
precision and scale production to meet demand. However, not all products are produced locally. Many manufacturers also
engage in sourcing, importing finished or semi-finished products, such as decorative panels, laminates, and wall moldings,
from international suppliers. This enables them to offer a wider variety of products to consumers, providing both locally
manufactured and globally sourced options, depending on market demand and material availability.
Suppliers: They play a key role in this ecosystem by providing the necessary raw materials, whether sourced domestically
or imported. They ensure that manufacturers have access to high-quality materials such as wood, metal, and composite
materials, which are critical to produce wall fixtures. Additionally, some suppliers specialize in the direct importation of
finished goods, which are then sold to retailers or distributors without any additional manufacturing. This approach allows
suppliers to tap into global markets and offer a range of products that may not be produced locally but are in demand
among Indian consumers.
Distributors and Retailers: They act as the bridge between the production and the consumer markets. Distributors
manage the logistics of getting products from manufacturers and importers to retail outlets or directly to consumers.
Retailers, whether operating physical stores or online platforms, showcase these products, offering a range of solutions to
suit various consumer needs. This group is instrumental in making wall interior fixtures easily accessible across India’s
vast geography, including urban and rural areas.
Service: Installation professionals and contractors are also essential stakeholders, ensuring that the products are installed
correctly and according to design specifications. Whether it's a residential project or a large commercial installation, these
154professionals bring the technical expertise required to execute the installation process smoothly. While professional
services are widely preferred, the rise of DIY culture has also introduced more customer-driven installations, especially
in urban areas where homeowners prefer to personalize their spaces.
End consumers: Homeowners, businesses, and interior designers - are the driving force behind this industry. Their
demand for aesthetically pleasing, functional, and durable wall interior fixtures influences the offerings in the market.
These consumers typically rely on designers, contractors, and retailers to guide their purchasing decisions but ultimately
seek products that align with their personal or business preferences in terms of style, quality, and cost.
Analysis of PVC, PS Wall Panel and Decorative Laminates Market in India
Wall panels and decorative laminates are emerging as essential components within the broader wall decorative fixture
market, as consumers increasingly seek stylish, durable, and functional wall solutions. These products provide a modern
alternative to traditional finishes like paint and wallpaper, catering to the growing demand for aesthetic and premium
interior solutions.
The Decorative Wall Panels and Decorative Laminates industries are valued at INR 28,411.71 million and INR 102051.04
million in Fiscal 2025, respectively, and are expected to expand at a CAGR of 17.99% from Fiscal 2025 to Fiscal 2029,
reaching a value of INR 55,068.18 million by Fiscal 2029 and 9.38% from Fiscal 2024 to Fiscal 2029, reaching a value
of INR 1,46,063.42 million by Fiscal 2029, respectively. This growth is driven by factors such as rising disposable
incomes, urbanization, and a preference for premium products. Player such as Euro Pratik held a 15.87% market share in
the organized Decorative Wall Panels industry in India in Fiscal 2023, based on their revenue for that year.
The PVC and PS wall panel industry in India is positioned for considerable growth, with the market size expected to reach
approximately INR 48,460 million by Fiscal 2029, growing at a CAGR of 17.6%. This remarkable growth is facilitated
by key tailwinds including rapid urbanization, government initiatives such as Smart Cities Mission and Housing for All
and rising consumer demand for durable interior decor products.
Indian PVC and PS Decorative Wall Panel Market Size by Value (₹ million) (Fiscal)
_______
Source: Technopak Analysis, Secondary Research
PVC and PS wall panels serve a wide variety of use cases across residential, commercial and industrial spaces due to their
versatility, durability and aesthetic appeal, making them one of the fastest growing segments in this space. Some of factors
driving their growth include -
1. Easy installation: PS wall panels are extremely lightweight, making them easy to handle and install. This helps
reduce both labor costs and installation time. A typical PS wall panel installation takes 4-5 hours, compared to
wood-based alternatives which can take over a month to install.
2. Durability and low maintenance - PS wall panels are durable and capable of withstanding wear and tear due to
their termite and water-resistant properties. Moreover, PS wall panels do not require frequent re-polishing, and
can maintain their original look and feel for 20-25 years with minimal maintenance.
1553. Insulative properties: Both PVC and PS wall panels possess insulative properties and are resistant to moisture
making them suitable for use in cold storage facilities where it is necessary to maintain temperature-controlled
environments.
4. Moisture and bacteria resistant: PVC panels are resistant to moisture and bacteria and easy to clean, making them
a preferred choice for operating rooms, patient rooms and corridors in hospitals and clinics.
Distribution Channels in the Indian Decorative PVC & PS wall panel Industry
Similar to laminates the PVC and PS wall panel industry in India currently relies on a physical B2B model with
participation from importers, branded players, distributors and wholesalers, retailers, influencers and end consumers.
However, the role of importers, particularly Chinese and South Korean ones is much more pronounced in case of the PVC
and PS wall panel industry, as there manufacturing is heavily automated with very little human involvement and therefore
carried out in technologically advanced countries like China and South Korea.
The key distribution channels in this market include:
Role of E-commerce in the Indian Decorative PVC & PS Wall Panel Industry
Both B2B and B2C e-commerce channels are currently underdeveloped in the PVC and PS decorative wall panel industry.
However, the demand for B2B e-commerce platforms is expected to pick up as government initiatives such as
demonetization and GST implementation are compelling distributors and retailers to embrace digitalization. Rising
internet penetration in India is enabling even the smaller retailers and contractors to adopt online B2B marketplaces. The
demand for B2C online e-commerce platforms is expected to stay muted, as consumers prefer physically examining the
product to better understand its touch and feel, which is harder to achieve using digital platforms. Also, PVC and PS wall
panels are infrequent purchase item with a high purchase amount, mainly used in home renovations or new construction
156projects. Most end consumers do not regularly purchase these products unlike FMCG products. This makes it unfeasible
for B2C platforms to attract repeat buyers and build a sustainable customer base.
Key market trends in the Indian PVC & PS Decorative Wall Panel Industry
1. Rising green building initiatives: Growing emphasis on green building certifications in India such as LEED and
GRIHA have led to an increase in demand of sustainable wall panel options such as PVC and PS wall panels.
2. Increasing technological advancements: Surge in technological innovations has enabled manufacturers to
develop highly customized and intricate designs for PVC and PS wall panels, resulting in more choices for end
consumers.
3. Growing demand for quick installation amongst consumers - Compared to other decorative wall panel options,
PVC and PS wall panels provide a faster and hassle-free installation process, enabling a quick turnaround time
during residential and commercial renovations.
Import Data (PVC & PS Wall Panel)
PVC and PS wall panels imports in India grew at a CAGR of 6.3% from CY 2019 to 2024. China and South Korea were
the leading exporters of these products for India in 2023, as they possess the advanced technological innovation
required for manufacturing of these goods.
Total PVC and PS Wall Panels Imported by India in USD million (CY) – By Value
_______
Source - ITC Trade Map and Technopak Analysis.
HS Code for PVC and PS Wall Panels – 3920,3921, 3925, 3926
Export Data (PVC & PS Wall Panel):
PVC and PS wall exports from India grew at a CAGR of 4.9%. The USA, UK and UAE were amongst the major importers
for Indian PVC and PS wall panels. The push towards sustainability is driving the increase in USA markets, whereas
increasing number of tourism hotels and growth in the construction industry is creating demand for these materials in the
Middle East (UAE).
(Remainder of this page has been intentionally left blank)
157Total PVC and PS Wall Panels Exported by India in USD million (CY) – By Value
_______
Source - ITC Trade Map and Technopak Analysis.
HS Code for PVC and PS Wall Panels – 3920,3921, 3925, 3926
Overview of the Decorative Laminates Industry in India
The decorative laminates industry in India is poised for significant growth, with the market size projected to reach
approximately INR 1,46,063 million by Fiscal 2029. The industry is forecasted to expand at a CAGR of around 9.0%
through Fiscal 2029. This strong growth is primarily driven by several key factors, including rapid urbanization, rising
disposable incomes, and increasing consumer demand for modern, aesthetically appealing interior designs.
Indian Decorative Laminates Market Size by Value (₹ million) (Fiscal)
_______
Source: Technopak Analysis, Secondary Research
Laminates are widely used across various applications due to their durability, low maintenance, and design versatility.
Decorative Laminates are widely used in furniture and cabinetry, countertops, and wall coverings, offering a stylish finish
while providing protection against wear and tear. The most common uses include:
1) Furniture and Cabinetry: Popular for residential and commercial furniture due to their aesthetic appeal and resistance
to wear and tear.
2) Decorative wall laminates: Decorative wall laminates are a versatile choice for augmenting interior design. They are
comprised of thin sheets made from layers of paper or fabric, impregnated with resins and bonded together under
high pressure and heat. They are present in a wide range of finishes, colours, textures and designs, making them
suitable for a wide range of aesthetic preferences.
The Indian laminates industry is experiencing a period of strong growth, supported by favorable economic conditions,
rising consumer spending, and large-scale government infrastructure projects. As consumer preferences shift towards
high-quality and durable interior solutions, the laminates market is well-positioned to expand further in the coming years.
Distribution Channels in the Indian Decorative Laminates Industry
158The decorative laminates industry in India largely relies on traditional distribution channels, with manufacturers,
distributors, wholesalers, and retailers playing the main roles. However, the gradual emergence of e-commerce platforms
suggests a potential shift toward a more digitized supply chain in the future. The government’s focus on smart cities and
real estate has given rise to various institutional customers in the industry as well such as builders of large-scale residential
complexes. These institutional customers purchase via both distributors and by directly dealing with the manufacturers.
The key distribution channels in this market include:
Role of E-commerce in the Indian Decorative Laminates Industry
E-commerce in the laminates industry is still underdeveloped but has significant growth potential. Most trade is currently
conducted through traditional networks, but small-scale online marketplaces are emerging, especially in the B2B sector.
As businesses increasingly shift to digital platforms, online laminate sales are expected to rise, driven by the digitalization
of SMEs and government policies such as GST, which are encouraging formalization and digital adoption.
Key market trends in the Indian decorative laminates industry:
1) Growing Demand for Aesthetic Designs: Increasing consumer preference for stylish and customizable laminate
designs.
2) Technological Advancements: Adoption of new manufacturing technologies and digital printing for enhanced
product offerings.
3) Sustainability Focus: Growing emphasis on eco-friendly and sustainable laminate options.
4) Government Policies: Influence of policies like GST and support for digital adoption driving industry
formalization.
5) Increased Market Penetration: Expansion into smaller cities and rural areas, broadening market reach.
Import Data (Laminates):
India’s laminate imports grew at a CAGR of 11.9% from 2019 to 2024, driven by urbanization, increasing government
focus on real estate and rising disposable income enabling customers to spend more on aesthetics and latest designs. China
was the largest exporter of laminates in CY 2023 contributing to 28.9% of total Indian laminate imports. China’s large
scale manufacturing capabilities enable it to leverage economies of scale to produce laminates in bulk, reducing the per-
unit costs and provide lower prices to its importers.
Total Decorative Laminates Imported by India in USD million (CY) – By Value
159_______
Source - ITC Trade Map and Technopak Analysis.
HS Code for Laminates - 4823
Key Countries from which India Imported Laminates in CY 2024
_______
Source - ITC Trade Map and Technopak Analysis.
HS Code for Laminates -4823
Export Data (Laminates)
India’s laminate exports grew at a CAGR of 10.1% from 2019 to 2024, however saw a slight decline of 2.5% from 2022
to 2023, mirroring the decline in overall exports of laminates worldwide during that time. There was an increase in prices
of raw materials used for production of laminates such as paper which contributed to the subdued demand in 2023. United
Arab Emirates was the largest importer for Indian laminates in 2023, attributed to rapid urbanization, and large-scale real
estate developments in the region, particularly in cities such as Dubai and Abu Dhabi.
Total Laminates Exported by India in USD million (CY) – By Value
Source - ITC Trade Map and Technopak Analysis.
160HS Code for Laminates - 4823
Key Countries to which India Exported Laminates in CY 2024
_______
Source - ITC Trade Map and Technopak Analysis.
HS Code for Laminates - 4823
Key Growth Drivers and Opportunities
Key growth drivers and opportunities in the wall panel industry, including decorative laminates, PVC, and PS panels, are
driven by several factors:
• Urbanization and Real Estate Development: Rapid urbanization and expansion of residential and commercial
spaces are fuelling demand for interior solutions, including wall panels. As cities grow, there is a consistent need
for renovation and construction, driving sales in the sector.
• Rising Disposable Income and Lifestyle Changes: Increasing per capita income and a shift toward more
luxurious, aesthetically pleasing interiors have created a willingness to spend on premium products, allowing
players to offer value-added or high-end options with better margins. The Decorative Wall Panels and Decorative
Laminates industries is expected to benefit from the increasing use by consumers of premium and technologically
advanced products, which are characterized by relatively higher pricing and higher growth potential. The demand
for decorative wall panels and decorative laminates in India is expected to grow at a CAGR of approximately
17.89% and 9.00% respectively in value over Fiscal 2024 to Fiscal 2029 period to reach INR 55,069.73 million
and INR 1,46,063.42 million respectively by Fiscal 2029, driven by an increase in the disposable income of
individuals and families, and factors such as urbanisation, preference for premium and durable products. The global
Decorative Wall Panels and Decorative Laminates industries is expected to follow a similar trend.
• Focus on Aesthetic Appeal and Customization: Consumers are increasingly prioritizing unique, personalized
interior designs, creating opportunities for players offering customized laminates, and wall panels. This focus on
individuality enhances demand for premium, bespoke solutions.
• Sustainability and Eco-friendly Materials: Growing awareness of environmental impact is leading to higher
demand for eco-friendly and sustainable materials, such as recyclable PVC panels. Manufacturers offering green-
certified products have a competitive advantage.
• Technological Advancements: Innovations in manufacturing processes, such as digital printing and advanced
coating techniques, are enabling the production of high-quality, durable wall panels. These advancements open up
opportunities for differentiation and market expansion.
• Government Policies and Infrastructure Development: Government initiatives promoting housing for all, smart
city projects, and infrastructure development are driving the construction industry, indirectly benefiting the wall
panel segment.
• Growth in Hospitality and Commercial Sectors: The expansion of hotels, offices, retail spaces, and other
commercial establishments is boosting demand for aesthetically pleasing and durable interior solutions, providing
a strong growth avenue for wall panel products.
161These drivers present a significant opportunity for growth, positioning the industry to capitalize on evolving consumer
preferences, technological advancements, and infrastructure expansion.
Key Challenges in the industry
The laminate and PVC, and PS wall panel industry faces several key challenges:
• Reliance on Traditional Distribution Networks: The industry's heavy dependence on distributors, wholesalers,
and retailers for sales limits direct engagement with consumers. This reliance can increase distributors' bargaining
power, potentially squeezing margins for manufacturers. It also creates vulnerability if relationships with key
distributors weaken.
• Limited E-commerce Adoption: The industry has been slow to embrace e-commerce, particularly in comparison
to other sectors. This lack of digital presence limits companies' ability to reach broader audiences and tap into online
B2B or B2C sales channels, missing out on potential growth opportunities in an increasingly digital marketplace.
• Cyclical Demand Linked to Real Estate: Demand for wall panels is closely tied to the health of the real estate
sector, which is highly cyclical and influenced by macroeconomic conditions like interest rates, housing demand,
and construction activity. Economic downturns or unfavourable policies, such as demonetization or high borrowing
costs, can sharply reduce demand.
• Dependence on Imported Raw Materials: The industry relies heavily on imported raw materials, particularly from
China, Korea, Japan and the USA. This makes manufacturers vulnerable to supply chain disruptions, geopolitical
tensions, and fluctuating trade policies, which can lead to price volatility and material shortages.
• Competition from Alternative Materials: Decorative Wall Panels and Decorative Laminates industries face
competition from alternative materials and interior solutions, such as decorative paints, wallpaper, and other types
of wall finishes. These options are often marketed as more affordable and convenient drawing customers away from
Decorative Wall Panels and Decorative Laminates.
• Environmental Regulations: Increasing global and local environmental regulations are creating pressure for
companies to adopt sustainable practices and use eco-friendly materials. This can increase operational costs and
require investment in greener technologies, especially as consumers and governments demand more sustainable
products.
• Lack of Technological Integration: Compared to other industries, the wall panel sector lags in adopting cutting-
edge technologies such as AI, AR/VR, and data analytics. This slow adoption hampers the ability to offer customized
solutions, optimize production processes, or enhance customer engagement, all of which are critical for staying
competitive in a modern market.
• Price Sensitivity and Competitive Pressure: While high-end consumers may show less price sensitivity, many
segments of the market are cost-conscious, especially in the face of rising input costs. Intense competition from both
domestic and international players can further compress margins, making it difficult for companies to maintain
profitability in the Decorative Wall Panels and Decorative Laminates industries.
• Supply Chain and Logistic Challenges: Inefficiencies in logistics and supply chain management, exacerbated by
infrastructure challenges in certain regions, can delay deliveries and increase costs. As the industry continues to
expand, these bottlenecks can limit growth and reduce overall competitiveness.
Operational Benchmarking
Evolution of Wall fixtures Industry
The wall fixtures industry in India has undergone significant transformation, moving from a fragmented and unorganized
market to a more structured and organized sector. Initially characterized by small-scale local players, the industry has
grown due to advancements in manufacturing technologies and increased demand for quality, durable, and aesthetically
appealing interior solutions. The rise in urbanization, disposable incomes, and the shift towards eco-friendly and
sustainable products have further fuelled its growth. The industry has faced significant challenges in recent years, with
the COVID-19 pandemic disrupting business operations and rising raw material costs worsening the situation. However,
the real estate sector is gradually recovering, with demand steadily increasing. There is also a noticeable shift away from
162the unorganized sector, creating opportunities for the growth of organized players. Today, the industry plays a crucial
role in the construction, real estate, and interior design markets, both domestically and internationally.
Evolution of Wall fixtures Industry
Till 1994 1994-2000 2001-2007 2008-2016 2016 – Present
Dominance of Local Initiation of Growth of Emergence of Supply Side and
Manufacturers Organized Players Organized Retail Industry Leaders Technological Reforms
______
Sources: Technopak research & analysis, Company Websites, Annual Report
Key Players and Categories Present
The wall fixtures and laminates industry in India offers a broad range of product categories that cater to the diverse needs
of the construction, interior design, and furniture markets. This industry includes traditional wood products like plywood
and veneer, as well as engineered products like MDF and particle boards. Additionally, modern decorative options like
decorative laminates, and non-wood products such as PS, PVC wall panels are gaining traction. Several prominent players
shape this market, each with a unique product mix and market focus. For instance, Asian Paints and Berger Paints are
known for their extensive range of painting services and wall panels, alongside additional offerings like waterproofing
solutions and interior design services, allowing them to serve comprehensive interior and exterior design needs. VIVRE
Panels provides a selection of decorative panels, OSB (Oriented Strand Board), and PVC boards, focusing on engineered
and composite materials for versatile applications. Meanwhile, Greenlam and Merino compete in the decorative laminates
and compact laminate segments, offering high-pressure laminates (HPL) suited for both interior and exterior applications.
Euro Pratik operates in the Decorative Wall Panel and Decorative Laminates industry as a seller, and marketer of
Decorative Wall Panels and Decorative Laminates. As of 31st March, 2025, Euro Pratik offered their consumers a wide
range of products across multiple catalogues, designs, configuration and SKUs with options offered in 30 product varieties
and over 3,000 designs. Their products are anti-bacterial, anti-fungal, free from certain heavy metals such as lead and
mercury, and are made from recycled and eco-friendly materials, offering greater environment consciousness than the
substitutes in the Indian market such as wood and paint products. It is important to note that the certifications for anti-
bacterial, anti-fungal properties, and absence of heavy metals are provided by contract manufacturers of Euro Pratik,
reflecting their commitment to source high-quality and sustainable materials.
(Remainder of this page has been intentionally left blank)
163Below is an overview of the key categories present in the industry:
Key Players and categories present
Key Plywood Laminate Veneer Particle Medium Wall Paints Others
Players Board Density Panels
Fibrewood
Euro - - - - Wall Panels, Profiles,
Pratik Translucent Panels,
Highlighters, Adhesive,
Premium Interior Films,
Louvers
Direct Competition
Asian - - - - - - Painting Services, Interior
Paints and Exterior Design
Services, Waterproofing
Solutions, Wood Panels,
Kitchen Designing Services
(Sleek Kitchen)
Berger - - - - - - Water Proofing Services
Paints
VIVRE - - - Decorative Panels, Oriented
Panels Strand Board, Insulated
Softboard, PVC Boards and
Marbles, Aluclads,
Woodclads (Exterior),
Louvers
Meraki - - - - - - PVC Marble Panels, Interior
Laminates Clads, Wood Plastic
Composite Exterior Clads
Elementto - - - - - - - Wallpapers
Life Styles
Marshalls - - - - - - - Wallcoverings & Murals
Enterprise
Mystic - - - - - - Acrylic Sheets, Alabasters,
Mann Cane Webbing, Charcoal
Panels, Louvers
Indirect Competition
Greenlam - - - Restroom Cubicles
&Lockers
Merino - - - HPL Laminates (Interior and
Exterior Laminates)
Stylam - - - - - - Acrylic Solid Surface,
Compact Laminates
(Prelaminated MDF Boards,
Exterior Wall Clads,
Restroom Cubicles and
Lockers)
_______
Sources: Technopak research & analysis, Company Websites, Annual Report
Manufacturing Facilities and Capacity
The Indian wall fixtures and laminates industry has significantly enhanced its manufacturing capabilities over the past
few decades, driven by technological advancements, increased demand for premium products, and a focus on
sustainability. The industry’s ability to scale and innovate in production processes has positioned India as a key player in
both domestic and international markets.
The adoption of state-of-the-art technologies such as automated presses, digital printing, hot coating, and anti-bacterial
surface treatments has greatly improved the efficiency, quality, and durability of Indian wall fixtures and laminates. Key
players have invested heavily in modern manufacturing facilities equipped with cutting-edge machinery that enhances
precision and allows for the production of high-quality laminates, veneers, and panels at competitive costs.
164Key Players and their manufacturing capabilities
Key Manufacturing facilities Manufacturing capacity
Players
Direct Competition
Asian • Manufacturing facilities (in-house): 10 • In-house installed decorative, paint
Paints capacity: 1,850,000 KL/Annum
Ankleshwar (Gujarat), Patancheru, Kasna, Sriperumbudur,
Rohtak,Khandala,Mysuru,Vizag, Cuddalore, Taloja
• Processing centres (Outsourced): 28
Berger • Manufacturing facilities (in-house): 15(Excluding • Total Paint Capacity: ~1.50 million KL
Paints Subsidaries)
Jammu (3), Sandila, Howrah, Rishra, Naltali. Puducherry,
Hindupur (2), Goa, Jejuri, Taloja
Marshalls • Manufacturing facilities (in-house):1 • Capacity of printing wallcoverings: 2
Enterprise million+ sqft annually
Navi Mumbai (Maharastra)
Indirect Competition
Greenlam • Plywood facilities (1): Tamil Nadu • Plywood: ~18.9 million sqm
Laminates
• Laminate facility (4): Andra Pradesh, Gujarat, Himachal • Laminate: ~24.5 million sheets
Pradesh, Rajasthan* (Flooring, Decorative Veneers, Door
& Frames) • Flooring: ~1 million sqm
• Decorative veneers: 4.2 million sqm
• Doors & Frames: 1,20,000 per annum
Merino • Hapur (UP), Rohad (Haryana), Hosur (TN) & Dahej Total capacity of ~47 million sqm
(Gujarat)
Stylam Panchkula, Haryana Total capacity ~20 million sheets of laminates
annually
_______
Sources: Technopak research & analysis, Company Websites, Annual Report
*Greenlam Rajasthan facility also manufacture Flooring, Decorative Veneers, Door & Frames
Financial Highlights
The table below presents a comparative analysis of the key financial performance indicators (KPIs) of major players in
India's wall fixtures industry, highlighting metrics such as revenue, profit margins, EBITDA, and market share for each
company. This comparison provides insights into the financial health and market positioning of the top companies in the
sector.
(Remainder of this page has been intentionally left blank)
165Financial KPIs of Key players (Fiscal 2025)
Key Players Revenue from Gross EBITDA EBITDA PAT PAT ROE ROCE Working Debt/Equity Net Debt/ Inventory
Operation Margin Margin Margin Capital EBITDA Turnover
(₹ million) (₹ million) (₹ million) Days
Euro Pratik
2,842.27 45.47% 1,101.01 38.74% 764.40 26.08% 39.18% 44.58% 167.62 0.01 - 2.95
(Restated)
Asian Paints 3,39,056.20 42.44% 67,195.30 19.82% 37,097.10 10.76% 18.79% 27.47% 48.71 0.04 - 5.05
Berger Paints 1,15,447.10 41.43% 19,859.30 17.20% 11,828.10 10.16% 20.47% 27.09% 26.90 0.02 - 4.88
Indigo Paints 13,406.73 46.02% 2,519.81 18.80% 1,421.65 21.64% 14.71% 19.31% 2.92 0.01 - 8.73
Vivre Panels* 1,392.74 43.08% 266.52 19.14% 171.89 12.27% 44.51% 37.45% 93.05 0.42 0.38 5.03
Meraki
1,087.85 30.21% 168.52 15.49% 125.22 11.47% 97.57% 45.94% - 0.83 0.64 16.34
Laminates*
Element to Life
292.28 38.05% 9.95 3.40% 4.77 1.62% 13.85% 19.60% - 0.12 - 18.17
Styles*
Marshalls
249.15 58.68% 8.86 3.56% -2.80 -1.12% -5.24% 2.98% 112.13 1.97 11.37 1.78
Enterprise*
Mystic Mann* 451.17 24.40% 75.23 16.67% 53.37 11.83% 88.42% 37.72% 112.47 1.23 1.25 4.35
Greenlam 25,693.40 52.26% 2,855.90 11.12% 683.50 2.65% 6.21% 7.86% 1.61 0.96 3.61 3.87
Merino 22,518.27 45.90% 2,637.28 11.71% 1,215.37 5.26% 9.32% 9.14% 54.83 0.53 - 3.82
Stylam 10,250.90 45.62% 1,926.81 19.95% 1,218.13 11.80% 20.41% 14.79% - 0.07 - 5.53
_______
Sources: Technopak research & analysis, Company Websites, Annual Report
Revenue from Operations, EBITDA and PAT are ₹ million; Net Debt/Equity, Net Debt/EBITDA and Inventory turnover are in times
Companies marked with “*” pertain to Fiscal 24 Figures.
(Remainder of this page has been intentionally left blank)
166Revenue Breakdown across various Business Segments
The revenue streams in the Indian wall fixtures and laminates industry are diversified across product categories, market
segments, and geographic regions. The industry, driven by both domestic consumption and exports, sees significant
contributions from core products like plywood, laminates, veneers, and medium-density fiberboards (MDF), as well
as newer, high-value offerings such as specialized surface materials, eco-friendly products, and ready-to-assemble
(RTA) furniture solutions.
Revenue Breakdown across various Business Segments (Fiscal 2024)
Key Players Plywood Laminates Veneers Particle Medium Wall Paints Others
Boards Density Panels
Fibreboard
Euro Pratik 0% 26% 0% 0% 0% 66% 0% 8%
Asian Paints 0% 0% 0% 0% 0% 0% 91% 9%
Berger Paints 0% 0% 0% 0% 0% 0% 100% 0%
Elementto Life Styles* 0% 0% 0% 0% 0% 0% 0% 100%
Marshalls Enterprise* 0% 0% 0% 0% 0% 0% 0% 100%
Greenlam 3% 88% 9% 0% 0% 0% 0% 0%
Merino 0% 71% 0% 0% 0% 19%** 0% 10%
Stylam 0% 100% 0% 0% 0% 0% 0% 0%
_______
For Greenlam Fiscal 25 : Plywood :6%, Laminates allied products:85%, Veneers:5%, Others :4%
Sources: Technopak research & analysis, Company Websites, Annual Report
NA: Not Available
Companies marked with “*” pertain to Fiscal 23 figures
*Note- Merino’s share of 19% includes panel products and future.
Domestic Vs Exports Revenue
The Indian wall fixtures and laminates industry generates revenue from both the domestic and international markets,
with a distinct split between these two segments. While the domestic market remains the primary revenue driver,
exports have seen significant growth, contributing to the industry's overall expansion and global presence. The Indian
wall fixtures and laminates industry generates revenue from both the domestic and international markets, with a
distinct split between these two segments. While the domestic market remains the primary revenue driver, exports
have seen significant growth, contributing to the industry's overall expansion and global presence.
Revenue Breakdown into Domestic vs Exports (Fiscal 2025)
Key Players Revenue Domestic Exports
(₹ million)
Euro Pratik 2842.3 97.4% 2.6%
Direct Competition
Asian Paints** 3,39,056.2 99.1% 0.7%
Berger Paints 1,15,447.1 91.9% 7.3%
Vivre Panels* 1,392.7 100.0% 0.0%
Meraki Laminates* 1,087.9 0.0% 100%
Elementto Life Styles* 292.3 NA NA
Marshalls Enterprise* 249.1 NA NA
Mystic Mann* 451.2 NA NA
Indirect Competition
Greenlam 25,693.4 54.0% 43.5%
Merino 22,518.3 70.7% 29.3%
Stylam 9,140.8 33.2% 66.8%
_______
Sources: Technopak research & analysis, Company Websites, Annual Report
Note: 1 USD = ₹80
NA: Not Available
Companies marked with “*” pertain to Fiscal 23 figures, Asian Paints revenue includes operating revenue
167Design Capabilities, Sourcing tie-ups and Distribution reach
Key players in India's wall fixtures industry have forged strong sourcing partnerships with both domestic and
international suppliers to secure high-quality materials like timber and laminates, often collaborating with vendors
from countries such as Canada, Korea, and Europe. For e.g., for players like Euro Pratik, their contract manufacturing
partners include global players such as Shinil Frame Co., Limited (“Miga, Korea”), a company engaged in wall panels
and interior mouldings that has been operating across markets for over 30 years and has multiple patents including
design and utility registrations. Miga, South Korea also possess the technology and know-how to manufacture the
designs of Euro Pratik. These companies heavily invest in R&D to drive innovation, focusing on aesthetically
appealing and functional products like decorative and eco-friendly laminates. Advanced technologies, including
digital printing and 3D laminates, are frequently employed to offer cutting-edge designs.
Consumer preferences tend to drive change in the Decorative Wall Panel and Decorative Laminates industries, and as
technology evolves and sustainability continues to be a key factor to consumers. These players’ distribution network
spans across urban and rural areas, utilizing direct sales, distributors, and e-commerce platforms, while many also
export to over 100 countries, supported by robust logistics and strategically placed warehouses.
Design Capabilities, Sourcing tie-ups and Distribution reach of Key industry players
Key Players Design Capabilities Sourcing Tie-ups Distribution Reach
Euro Pratik Euro Pratik offers over 2000 Wall panels are mainly Euro Pratik manages the
diversified product varieties and sourced from Korea and distribution of its products through
leads in wall panel market China, followed by an established, extensive
featuring eco-friendly options Thailand, Myanmar, distribution network across 116
crafted from recycled materials. Indonesia, China, Russia, cities in India, which is distributed
Italy, Spain, Portugal, predominantly across Metros,
As of March 31, 2025, they offered Malaysia, USA, Turkey, Mini metros, Tier-I, Tier-II and
products across multiple Netherlands and Vietnam. Tier-III cities enabling them to
catalogues, designs, configurations reach a broad spectrum of
and SKUs with options offered in consumers and markets
30 different product varieties and
over 3,000 designs. As of March 31, 2025, they
managed a distribution network of
Interior decorative finished panels 180 distributors across 25 states
(IDFP). and 5 union territories in India,
who connect us with several Retail
Touchpoints**
Direct Competition
Asian Paints Offers 2200+ shades of colour NA Number of retail touchpoints:
1,60,000
Berger Paints Added 8,000 color bank machines Achieved self-sufficiency Number of retail touchpoints:
in Fiscal 2023-2024 in emulsion 64,000
manufacturing, a key raw
material for water-based
paints. Also established a
joint venture with a
Sweden based firm for
manufacturing coil
coatings
Vivre Panels Vivre Panels provides a range of Raw materials sourced NA
products, particularly engineered from Asia, Europe, Africa
wood panels, suitable for and more
residential and commercial
projects
Meraki Laminates Meraki manufactures PVC NA NA
laminates in various styles and
designs
Elementto Life Styles Designs are comprised of woven Collaborated with 18+ NA
and non-woven fabrics, international brands from
embroidery, silk, velvet, leather, USA and India, operates
and vinyl. It also incorporates 300+ franchises in India
168natural materials like wood,
bamboo, and mica, along with
digital designs, 3D elements,
washable items, mother of pearl,
gold and silver leafing, handmade
pieces, and glass beads.
Marshalls Enterprise Their collection features over NA NA
10,000 European designs
Mystic Mann NA NA NA
Indirect Competition
Greenlam Greenlam designs are influenced Raw material like resin is Number of distributors, dealers
by European trends and patterns, sourced from in- house and retailers: 30,000
which complement both classic eucalyptus plantation
and modern interiors
Merino Merino offers customized designs NA Number of dealers: 1,283
with unique patterns and images on
laminates
Stylam Stylam Industries offers over 1,200 NA • Number of dealers ~6000
laminate designs with advanced
finishes which are suited for • Number of distributors: 300
furnitures, cladding, partitions, and
restroom solutions.
_______
Sources: Secondary research, Company Websites, Annual Report
• Metro and Mini metros include Delhi NCR, Mumbai, Bangalore, Pune, Hyderabad, Kolkata, Ahmedabad and Chennai
• Tier-I Cities: All State Capitals excluding Metros and Mini metro cities
• Tier-II Cities: Cities with a Census Population >1 million and not Tier-I cities.
• Tier-III Cities: Towns with a Census Population >0.2 million or Towns with a Census Population between 0.1 million and 0.2 million and
District headquarters
NA: Not Available
** For the purpose of the Technopak Report, Retail Touchpoints are defined as the physical points of interaction where end consumers engage
with products and services. These include retail stores, showrooms, dealer outlets, and other consumer-facing platforms that facilitate product
browsing, selection, and purchase.
Sustainability Initiatives and Recycling abilities
Key players in India's wood fixtures industry are adopting sustainability initiatives like zero liquid discharge, emission
reductions, renewable energy, and biofuels. Efforts include water recycling, rainwater harvesting, and reusing waste
materials to conserve resources and reduce carbon footprints, aligning with eco-friendly and circular economy
principles.
Sustainability Initiatives, Recycling Abilities of Key players
Key Players Sustainability Initiatives Recycling Abilities
Euro Pratik • Incorporated use of 96.4% of recycled raw materials with
respect to PS wall Panels
• Products are eco-friendly and free from hazardous materials
like formaldehyde
NA
• A majority of their products are termite, borer and water
resistant and are made from recycled and eco-friendly
materials, offering greater environment consciousness than
the substitutes in the Indian market such as wood and paint
products.
Direct Competition
Asian Paints • 599.9MT of solvent is reused in products and zero liquid Asian paints recycled more than
discharge is ensured Fiscal 2022-2023 99% of non-hazardous waste 43%
hazardous waste. Additionally,
169• Ensured reduction of 20,390 T of greenhouse gas emissions 195% of water harvesting potential
has been created and 382% of
• 62.2% electricity need is met via renewable energy and freshwater consumed is replenished
6.4% of raw materials used is renewable in Fiscal 2022-2023
Berger Paints • Environment Monitoring Plan is incorporated to study Berger Paints ensures that generated
aspect and impact of all processes waste is responsibly collected and
recycled through co-processing in
• Volatile organic compounds (VOC) emissions minimized cement plants, promoting
using closed charging and extraction systems and uses sustainability
biofuel for thermic fluid heaters
• Zero liquid discharge is maintained
Vivre Panels • Evowood range sources wood from ecologically sustainable NA
forests
Meraki • PVC Products by Meraki is made up of non-toxic and NA
Laminates sustainable material.
Elementto Life NA NA
Styles
Marshalls NA NA
Enterprise
Mystic Mann NA NA
Indirect Competition
Greenlam • Ensures zero liquid discharge with solvent-free products, Greenlam adheres to "Reduce, reuse,
reducing emissions and waste recycle." Real-time monitoring has
drastically cut waste and costs, while
• Products are devoid of hazardous materials like asbestos, recycling paper waste has saved over
heavy metals, urea, urea-formaldehyde, and carcinogens 8,000 trees in Fiscal2022-2023
• Uses vehicles that are fuel-efficient and emit low levels of
gas
Merino • Over 72% energy needs are met through renewable sources. Merino Laminates recycled 742MT of
Laminates process wastes including steel,
• Produced 215 MT bio-manure, 295 MT compost, and 95 aluminium, plastic and wooden waste
MT vermicompost from organic waste to support in Fiscal2022-2023
sustainable agriculture in Fiscal 2022-2023
Stylam • Implemented various initiatives to reduce greenhouse gas Stylam is striving for recycling with
emissions, release of toxic chemicals focus on plastic packaging and has
recycled 418MT of kraft paper in
• Launched initiatives to foster education, healthcare, elderly Fiscal 2022-2023
care, sports, disaster management, and animal welfare
• Aims to cut freshwater use, optimize energy, boost
renewable energy
_______
Sources: Secondary research, Company Websites, Annual Report
NA: Not Available
Key innovations and Technology
India's wood fixtures industry is witnessing a surge in innovation and technological advancements. Key trends include
a shift towards engineered wood products like MDF, HDF, and OSB, offering superior strength and dimensional
stability. Automation and robotics are streamlining production processes, enhancing efficiency and precision.
Additionally, the industry is embracing sustainable practices by utilizing recycled wood and optimizing resource
consumption. For example, companies like Asian Paints are leveraging automation, including automated fulfillment
systems and AI for demand forecasting, to optimize their supply chain and distribution. Berger Paints has incorporated
170advanced rail-analysis techniques and fluoropolymer coatings from Japanese technology to enhance durability and
corrosion resistance. Meanwhile, indirect competitors like Greenlam have introduced technologies such as Mikasa Ply
with DecaEdge, ensuring a smooth finish, durability, and anti-fungal properties, while Merino Laminates' Armour
cladding reduces energy consumption by 20%, demonstrating a strong commitment to both innovation and
sustainability. Similarly, as the developer of first-to-market Wall Panel products, including Louvers, Chisel and Auris
in India, Euro Pratik enjoys an early mover’s advantage in the markets they are present in which has allowed them to
set pricing terms for these products, leading to higher margins and a strong competitive edge in the industry. Euro
Pratik has also developed differentiated design templates for their decorative wall panels and decorative laminates
products which are tailored to meet the contemporary architectural and interior design trends, resulting in their
identification as product innovators for products like Louvres, Chisel and Auris at India Coverings Expo from 2019
to 2022.
Key Innovations & Technology
Key Players Key Innovation Technology
Euro Pratik • As product innovators for Louvers, Chisel and Auris in India's
decorative Wall Panels and Decorative Laminates industries,
they introduced first-to-market products by identifying and
understanding consumer and industry trends.
NA
• They have also introduced novel designs and finish-concepts
such as textured feel, rattan, fabric, leather and metallic into
their Decorative Wall Panels and Decorative Laminates
product portfolio
Asian Paints • Introduced automated fulfilment system to prioritizes Advanced artificial
dispatches critical SKUs as well as automatic truck loading intelligence and machine
system learning algorithm
• Leveraged AI for demand forecasting and supply chain
management
Berger Paints Innovated advanced rail- analysis to reduce frequent painting Used fluoropolymer coatings
cycles enhancing corrosion and weather resistance as per JIS Japanese
Technology
Elementto Life Styles NA NA
Marshalls Enterprise NA NA
Vivre Panels NA NA
Meraki Laminates NA NA
Mystic Mann NA NA
Indirect Competition
Greenlam Introduction of MikasaPly with DecaEdge technology ensuring Vacuum Pressure Chemical
smooth finish, enhanced longevity and durability with anti-bacterial Treatment and High-Impact
and anti-fungal properties Resistant Technology
Merino Laminates Merino Armour cladding reduces energy use by 20%, improving NA
insulation
Stylam Introduction of hot coating process, PU+ Lacquer coating enabling NA
high gloss and anti-fingerprint laminates in India
_______
Sources: Secondary research, Company Websites, Annual Report, Technopak Research
NA: Not Available
Price Range across various business segments
Price range of key players in Indian wall fixtures industry across various business segments
Key Players Category Price Range (₹)
Euro Pratik PS Panel 110 to 500 per sq. feet
Decorative Laminates 35 to 200 per sq. feet
Highlighters/ mosaics/ velvet pane/ backlight panel 150 to 1,000 per sq. feet
Direct Competition
171Asian Paints Exterior Painting 161 to 720 per litre
Interior Painting 70 to 1,200 per kg
Tile Painting 252 per litre
Floor Painting 321 per litre
Berger Paints Metal Paints 206 to 272 per litre
Interior Paints 142 to 465 per litre
Wood Paints 262 to 1,000 per litre
Undercoats 103 to 186 per litre
Exterior Paints 180 to 206 per litre
Vivre Panels Panels 1,499-4,399 per piece
Meraki Laminates Panels 2,399-2,499 per piece
Laminates 1,780-5,600 per sheet
Marshalls Enterprise Wallcoverings 39 to 115 per sq. feet
Elementto Life Styles Wallpapers NA
Mystic Mann Panels 199 to 47,200 per piece
Laminates 1,078 to 41,999 per sheet
Edgebands 43 to71 per metre
Indirect Competition
Greenlam Laminate 1,175-2,075 per sheet
Merino Block Board 105-160 per sq. feet
Plywood 48-111 per sq. feet
Stylam Laminates 1,043-35,399 per sheet
HPL sheets 13,216-21,063 per sheet
_______
Sources: Technopak research & analysis, Company Websites, Annual Report
Price range provided in the exhibit is of all products across all sizes offered by the players as at September 2024. Prices are subject to change
over time and may vary accordingly.
Financial Benchmarking
Revenue from Operations
Revenue from operations serves as the primary indicator for assessing a company's financial performance.
Revenue from Operations
Key Players Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025 CAGR
(₹ million) 2020-2025
Euro Pratik
982.69 1,127.98 2,119.15 2,635.84 2,216.98 2,842.27 23.67%
(restated)
Direct Competition
Asian Paints 2,02,112.50 2,17,127.90 2,91,012.80 3,44,885.90 3,54,947.30 3,39,056.20 10.90%
Berger Paints 63,658.20 68,175.90 87,617.80 1,05,678.40 1,11,989.20 1,15,447.10 12.64%
Indigo Paints 6,247.92 7,233.25 9,059.75 10,733.34 13,060.86 13,406.73 16.50%
Vivre Panels* 96.53 93.45 311.00 1,315.91 1,392.74 NA 94.90%
Meraki
0.00 0.00 190.04 704.91 1,087.85 NA 139.26%
Laminates*
Elementto Life
142.36 106.51 191.79 320.58 292.28 NA 19.70%
Styles*
Marshalls
282.59 166.02 237.00 265.99 249.15 NA -3.10%
Enterprise*
Mystic Mann NA NA 11.66 319.11 451.17 NA 522.04%
Indirect Competition
Greenlam 13,205.85 11,995.91 17,034.04 20,259.58 23,063.49 25,693.40 14.24%
Merino* 14,737.22 12,968.83 17,435.94 21,755.02 22,518.27 NA 11.18%
Stylam 4,621.48 4,795.35 6,593.47 9,521.34 9,140.83 10,250.90 17.27%
_______
Source: Annual Reports, Secondary Research, Technopak Analysis, MCA reports
Figures for Asian Paints, Berger Paints, Indigo Paints(Fiscal 2023 & Fiscal 2024), Greenlam, Stylam, Vivre Panels and Euro Pratik
(Restated)(Fiscal 2023, Fiscal 2024, H1 Fiscal 2025) are consolidated, and rest of the figures are standalone.
Euro Pratik Figures also include earnings of Glorio (their 2nd brand).
172NA: Not Available, Na (1): Can’t be calculated due to unavailability, negative numerator, denominator or both.
CAGR for companies marked with “*” is calculated for the Fiscals 20-24 rest is calculated till Fiscal 25.
The financial information of Euro Pratik is sourced from its Restated Consolidated Financial Information. While financial statements of rest of the
companies is sourced from publicly available company annual reports.
EBITDA and EBITDA Margin
EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) assesses a company's operational
performance by excluding expenses not related to its core activities.
EBITDA
Key Players Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal CAGR 2020-
2020 2021 2022 2023 2024 2025 2025
(₹ million)
Euro Pratik(restated) 286.07 318.56 621.63 836.35 890.02 1,101.01 30.94%
Direct Competition
Asian Paints 45,168.20 51,872.50 52,151.90 67,401.70 84,059.40 67,195.30 8.27%
Berger Paints 11,212.10 12,338.60 13,995.20 15,256.00 19,660.20 19,859.30 12.11%
Indigo Paints 926.31 1,261.10 1,468.77 1,915.99 2,522.85 2,519.81 22.16%
Vivre Panels* 12.76 19.69 52.67 234.23 266.52 NA 113.78%
Meraki Laminates* Na(1) Na(1) 14.85 84.30 168.52 NA 236.87%
Elementto Life
6.58 5.16 8.79 15.86 9.95 NA 10.89%
Styles*
Marshalls Enterprise* 13.35 -6.19 12.70 13.12 8.86 NA -9.74%
Mystic Mann NA NA 2.73 43.53 75.23 NA 424.95%
Indirect Competition
Greenlam 1,826.64 1,560.48 1,943.02 2,508.35 3,163.21 2,855.90 9.35%
Merino* 2,389.51 2,517.78 2,511.73 2,696.25 2,637.28 NA 2.50%
Stylam 960.08 1,002.24 1,118.79 1,562.51 1,890.87 1,926.81 14.95%
_______
Source: Annual Reports, Secondary Research, Technopak Analysis, MCA reports.
EBITDA= (Finance Cost + D&A + PBT)
Figures for Asian Paints, Berger Paints, Indigo Paints(Fiscal 2023 & Fiscal 2024 & Fiscal 2025), Greenlam, Stylam, Vivre Panels and Euro Pratik
(Restated)(Fiscal 2023, Fiscal 2024, H1 Fiscal 2025) are consolidated, and rest of the figures are standalone.
Euro Pratik Figures also include earnings of Glorio (their 2nd brand).
NA: Not Available, Na (1): Can’t be calculated due to unavailability, negative numerator, denominator or both.
CAGR for companies marked with “*” is calculated for the Fiscals 20-24 rest is calculated till Fiscal 25.
The financial information of Euro Pratik is sourced from its Restated Consolidated Financial Information. While financial statements of rest of the
companies is sourced from publicly available company annual reports.
EBITDA Margin (%)
Key Players Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025
Euro Pratik(restated) 29.11% 28.24% 29.33% 31.73% 40.15% 38.74%
Direct Competition
Asian Paints 22.35% 23.89% 17.92% 19.54% 23.68% 19.82%
Berger Paints 17.61% 18.10% 15.97% 14.44% 17.56% 17.20%
Indigo Paints 14.83% 17.43% 16.21% 17.85% 19.32% 18.80%
Vivre Panels 13.22% 21.07% 16.94% 17.80% 19.14% NA
Meraki Laminates Na(1) Na(1) 7.81% 11.96% 15.49% NA
Elementto Life Styles 4.62% 4.84% 4.59% 4.95% 3.40% NA
Marshalls Enterprise 4.73% -3.73% 5.36% 4.93% 3.56% NA
Mystic Mann NA NA 23.44% 13.64% 16.67% NA
Indirect Competition
Greenlam 13.83% 14.04% 11.25% 12.38% 13.72% 11.12%
Merino* 16.21% 19.41% 14.41% 12.39% 11.71% NA
Stylam 17.48% 20.90% 16.97% 16.41% 20.81% 18.80%
_______
Source: Annual Reports, Secondary Research, Technopak Analysis, MCA reports.
EBITDA Margin = EBITDA before exceptional items/Revenue from operations.
Euro Pratik Figures also include earnings of Glorio (their 2nd brand).
Note: NA: Not Available, Na (1): can’t be calculated due to one of the figures being 0, unavailability, negative numerator, denominator or both.
173The financial information of Euro Pratik is sourced from its Restated Consolidated Financial Information. While financial statements of rest of the
companies is sourced from publicly available company annual reports.
PAT and PAT Margin
Profit After Tax (PAT) and PAT margin are crucial metrics for gauging a company's profitability after all operational
and overhead expenses have been considered. These metrics provide a transparent perspective on the company's
efficiency in managing its operations and producing net income.
PAT
Key Players Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal 2025 CAGR 2020-
2020 2021 2022 2023 2024 2025
(₹ million)
Euro Pratik
201.83 230.51 445.23 595.66 629.06 764.40 30.52%
(restated)
Direct Competition
Asian Paints 27,791.40 32,067.50 30,848.10 41,953.30 55,576.90 37,097.10 5.95%
Berger Paints 6,561.00 7,197.20 8,329.50 8,604.00 11,698.20 11,828.10 12.51%
Indigo Paints 478.15 708.50 840.48 1,319.38 1,488.28 1,421.65 24.35%
Vivre Panels* 8.23 18.68 40.64 160.68 171.89 NA 113.78%
Meraki Laminates* 0.00 0.00 7.95 57.22 125.22 NA 296.87%
Elementto Life
0.50 0.63 3.15 8.57 4.77 NA 75.75%
Styles*
Marshalls
2.27 -17.27 1.48 3.12 -2.80 NA Na(1)
Enterprise*
Mystic Mann NA NA 2.03 31.54 53.37 NA 412.74%
Indirect Competition
Greenlam 866.73 736.85 905.82 1,285.08 1,380.08 683.50 -4.64%
Merino* 1,294.35 1,318.58 1,313.68 1,176.45 1,215.37 NA -1.56%
Stylam 188.69 552.50 611.07 959.80 1,284.40 1,218.13 45.21%
_______
Source: Annual Reports, Secondary Research, Technopak Analysis, MCA reports.
Figures for Asian Paints, Berger Paints, Indigo Paints(Fiscal 2023 & Fiscal 2024 & Fiscal 2025), Greenlam, Stylam, Vivre Panels and Euro Pratik
(Restated)(Fiscal 2023, Fiscal 2024, H1 Fiscal 2025) are consolidated, and rest of the figures are standalone.
Note: NA: Not Available, Na (1): can’t be calculated due to one of the figures being 0, unavailability, negative numerator, denominator or both.
Euro Pratik Figures also include earnings of Glorio (their 2nd brand).
CAGR for companies marked with “*” is calculated for the years Fiscals 2020-2024 rest is calculated till Fiscal 25.
The financial information of Euro Pratik is sourced from its Restated Consolidated Financial Information. While financial statements of rest of the
companies is sourced from publicly available company annual reports.
PAT Margin (%)
Key Players Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal2025
Euro Pratik (restated) 20.25% 20.00% 20.64% 22.18% 27.34% 26.08%
Direct Competition
Asian Paints 13.55% 14.57% 10.46% 12.03% 15.36% 10.76%
Berger Paints 10.20% 10.48% 9.44% 8.10% 10.39% 10.16%
Indigo Paints 7.63% 9.75% 9.17% 12.18% 20.75% 21.64%
Vivre Panels 8.18% 18.42% 12.67% 12.06% 12.27% NA
Meraki Laminates NA NA 4.17% 8.09% 11.47% NA
Elementto Life Styles 0.35% 0.60% 1.64% 2.66% 1.62% NA
Marshalls Enterprise 0.80% -10.40% 0.62% 1.17% -1.12% NA
Mystic Mann NA NA 17.41% 9.88% 11.83% NA
Indirect Competition
Greenlam 6.54% 6.10% 5.29% 6.29% 5.93% 2.65%
Merino* 8.67% 9.85% 7.33% 5.33% 5.26% NA
Stylam 4.07% 11.50% 9.16% 10.07% 13.96% 11.80%
_______
Source: Annual Reports, Secondary Research, Technopak Analysis, MCA reports.
PAT Margin= PAT/ Revenue from Operations
Euro Pratik Figures also include earnings of Glorio (their 2nd brand).
Note: NA: Not Available, Na (1): can’t be calculated due to one of the figures being 0, unavailability, negative numerator, denominator or both.
174The financial information of Euro Pratik is sourced from its Restated Consolidated Financial Information. While financial statements of rest of the
companies is sourced from publicly available company annual reports.
Return on Equity
Return on Equity (ROE) assesses a company's profitability by measuring its ability to generate profit from
shareholders' equity. This ratio is calculated by dividing Profit After Tax (PAT) by shareholders' equity. ROE offers
critical insights into how well a company leverages investor funds to produce earnings and is a significant indicator
of financial performance and management effectiveness.
Return on Equity (%)
Key Players Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025
Euro Pratik(restated) 48.07% 36.24% 45.70% 47.70% 44.03% 39.18%
Direct Competition
Asian Paints 27.84% 27.96% 23.18% 28.15% 30.99% 18.79%
Berger Paints 25.69% 23.84% 22.81% 20.43% 23.65% 20.47%
Indigo Paints 24.26% 18.63% 13.85% 18.51% 17.74% 14.71%
Vivre Panels 12.99% 23.29% 35.66% 73.85% 44.51% NA
Meraki Laminates NA NA 159.79% 152.44% 97.57% NA
Elementto Life Styles 2.56% 3.17% 14.37% 30.84% 13.85% NA
Marshalls Enterprise 3.42% -29.33% 2.90% 5.86% -5.24% NA
Mystic Mann NA NA 190.61% 176.19% 88.42% NA
Indirect Competition
Greenlam 18.65% 13.71% 14.74% 15.93% 13.56% 6.21%
Merino 15.18% 13.60% 12.05% 9.83% 9.32% NA
Stylam 9.68% 23.83% 21.23% 26.36% 27.09% 20.41%
_______
Source: Annual Reports, Technopak Analysis
Return on Equity= Profit after Tax (PAT)/Average Shareholder’s Equity
Figures for Asian Paints, Berger Paints, Indigo Paints(Fiscal 2023 & Fiscal 2024 & Fiscal 2025), Greenlam, Stylam, Vivre Panels and Euro Pratik
(Restated)(Fiscal 2023, Fiscal 2024, Fiscal 2025) are consolidated, and rest of the figures are standalone.
The financial information of Euro Pratik is sourced from its Restated Consolidated Financial Information. While financial statements of rest of the
companies is sourced from publicly available company annual reports.
Note: NA: Not Available, Na (1): can’t be calculated due to one of the figures being 0, unavailability, negative numerator, denominator or both.
Return on Capital Employed
Return on capital employed (ROCE) evaluates a company's profitability and efficiency in utilizing its capital. It is
calculated by dividing operating profit by capital employed, which encompasses both equity and debt. ROCE offers
insight into how effectively a company is generating profits from its total capital, highlighting overall financial
performance and operational efficiency.
Return on Capital Employed (%)
Key Players Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
2020 2021 2022 2023 2024 2025
Euro Pratik(restated) 48.36% 40.72% 50.54% 61.42% 55.17% 44.58%
Direct Competition
Asian Paints 34.88% 32.70% 29.58% 33.96% 37.74% 27.47%
Berger Paints 31.38% 29.11% 26.88% 25.09% 30.61% 27.09%
Indigo Paints 34.39% 18.86% 18.43% 20.91% 23.23% 19.31%
Vivre Panels 13.35% 19.75% 11.39% 39.39% 37.45% NA
Meraki Laminates NA NA 13.23% 32.09% 45.94% NA
Elementto Life Styles 9.96% 7.82% 18.11% 35.34% 19.60% NA
Marshalls Enterprise 6.98% -7.58% 7.80% 7.05% 2.98% NA
Mystic Mann NA NA 127.94% 30.20% 37.72% NA
Indirect Competition
Greenlam 17.09% 13.71% 13.62% 12.32% 11.08% 7.86%
Merino 15.82% 15.91% 12.85% 10.91% 9.14% NA
Stylam 19.37% 24.70% 22.82% 29.92% 31.37% 14.79%
_______
175Source: Annual Reports, Technopak Analysis
Return on Capital Employed= EBIT (EBITDA-Depriciation) / Capital Employed
Capital Employed= Net Worth -Intangible Assets- Deferred Tax Asset + Deferred Tax Liability + Current Borrowings +Non-Current Borrowings
Figures for Asian Paints, Berger Paints, Indigo Paints(Fiscal 2023 & Fiscal 2024 & Fiscal 2025), Greenlam, Stylam, Vivre Panels and Euro Pratik
(Restated)(Fiscal 2023, Fiscal 2024, H1 Fiscal 2025) are consolidated, and rest of the figures are standalone.
The financial information of Euro Pratik is sourced from its Restated Consolidated Financial Information. While financial statements of rest of the
companies is sourced from publicly available company annual reports.
Note: NA: Not Available, Na (1): can’t be calculated due to one of the figures being 0, unavailability, negative numerator, denominator or both.
Working Capital Cycle
The working capital cycle denotes the duration required for a company to transform its current assets into cash to meet
its short-term liabilities. This metric evaluates the efficiency of a company’s operations and its capacity to manage
cash flow effectively, impacting its liquidity and overall financial stability.
Working Capital Days (Fiscal)
Key Players Fiscal Fiscal Fiscal 2022 Fiscal Fiscal Fiscal 2025
2020 2021 2023 2024
Euro Pratik(restated) 148.19 Na(1) 118.00 119.00 139.00 167.62
Direct Competition
Asian Paints 21.24 16.85 36.29 43.35 42.59 48.71
Berger Paints 11.39 12.61 26.80 22.94 18.14 26.90
Indigo Paints NA - - - - 2.92
Vivre Panels 79.68 - 175.00 63.11 93.05 NA
Meraki Laminates NA NA - Na(1) Na(1) NA
Elementto Life Styles 38.23 50.10 24.84 Na(1) Na(1) NA
Marshalls Enterprise 62.23 72.06 99.18 86.46 112.13 NA
Mystic Mann NA NA - 68.22 112.47 NA
Indirect Competition
Greenlam 53.77 38.24 40.51 26.51 12.60 1.61
Merino 64.04 42.42 38.32 50.24 54.83 NA
Stylam 69.93 57.16 68.97 69.45 Na(1) -
_______
Source: Annual Reports, Technopak Analysis
Working Capital Cycle= Inventory Days+ Receivable Days – Payable Days
Figures for Asian Paints, Berger Paints, Indigo Paints(Fiscal 2023 & Fiscal 2024), Greenlam, Stylam, Vivre Panels and Euro Pratik
(Restated)(Fiscal 2023, Fiscal 2024, H1 Fiscal 2025) are consolidated, and rest of the figures are standalone.
The financial information of Euro Pratik is sourced from its Restated Consolidated Financial Information. While financial statements of rest of
the companies is sourced from publicly available company annual reports.
Note: NA: Not Available, Na (1): can’t be calculated due to one of the figures being 0, unavailability, negative numerator, denominator or both.
Net Debt-EBITDA Ratio
The Net Debt-EBITDA ratio is a key financial metric used to assess a company's ability to pay off its debt. It compares
a company's net debt to its earnings before interest, taxes, depreciation, and amortization (EBITDA).
Net Debt-EBITDA Ratio
Key Players Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025
Euro Pratik(restated) - - - - - -
Direct Competition
Asian Paints 0.06 - - - - -
Berger Paints 0.28 - 0.23 0.33 - -
Vivre Panels 0.36 - - - 0.38 NA
Meraki Laminates 1.01 - 5.18 1 0.64 NA
Elementto Life Styles NA NA 5.48 - - NA
Marshalls Enterprise 2.53 2.01 - 5.54 11.37 NA
Mystic Mann 4.46 - 5.46 2.31 1.25 NA
Indirect Competition
Greenlam 1.25 1.36 1.70 2.21 3.05 3.61
Merino 0.67 0.55 0.82 2.02 2.66 NA
Stylam 0.92 0.27 0.5 0.06 - -
176_______
Source: Annual Reports, Technopak Analysis
Net Debt = Current Borrowings + Noncurrent borrowings - Cash and Cash Eq - Other bank balances
Debt Equity Ratio= Net Debt/EBITDA
The financial information of Euro Pratik is sourced from its Restated Consolidated Financial Information. While financial statements of rest of
the companies is sourced from publicly available company annual reports.
Figures for Asian Paints, Berger Paints, Indigo Paints(Fiscal 2023 & Fiscal 2024 & Fiscal 2025), Greenlam, Stylam, Vivre Panels and Euro
Pratik (Restated)(Fiscal 2023, Fiscal 2024, H1 Fiscal 2025) are consolidated, and rest of the figures are standalone.
(Remainder of this page has been intentionally left blank)
177OUR BUSINESS
In this Red Herring Prospectus, unless specified otherwise, any reference to “the Company” or “our Company” refers to Euro
Pratik Sales Limited, on a standalone basis, and a reference to “we”, “us” or “our” is a reference to our Company on a
consolidated basis, as applicable, for the relevant periods. Additionally, please refer to “Definitions and Abbreviations” on page
2 for certain capitalised terms used in this section. Further, names of certain distributors and contract manufacturers or suppliers
have not been included in this Red Herring Prospectus either because relevant consents for disclosure of their names were not
available or in order to preserve confidentiality.
Unless otherwise stated, or the context otherwise requires, the financial information used in this section is derived from our
Restated Consolidated Financial Information disclosed in “Restated Consolidated Financial Information” on page 251. To obtain
a complete understanding of our Company, prospective investors should read this section in conjunction with “Risk Factors”,
“Industry Overview” and “Management’s Discussions and Analysis of Financial Condition and Results of Operations”, on pages
30, 120, and 346, respectively.
Our financial year commences on April 1 and ends on March 31 of the subsequent year, and references to a particular financial
year are to the 12 months ended March 31 of that year.
We have undertaken certain Recent Acquisitions during the Fiscal 2025. See “Risk Factors—16—Our Restated Consolidated
Financial Information as at and for Fiscal 2025, which includes the effect of the Recent Acquisitions on our financial performance
and financial condition, may not be comparable to our Restated Consolidated Financial Information in respect of prior periods.”,
“—Recent Acquisitions”, “History and Certain Corporate Matters—Details regarding Material Acquisitions or Divestments of
Business/ Undertakings, Mergers, Amalgamation, any Revaluation of Assets, etc. in the last 10 Years” and “Management’s
Discussions and Analysis of Financial Condition and Results of Operations—Basis of Presentation—Recent Acquisitions” on
pages 40, 220, and 368, respectively.
In evaluating our business, we consider and use certain key performance indicators that are presented herein as supplemental
measures to review and assess our operating performance and are not required by, or presented in accordance with, Ind AS. We
present these key performance indicators because they are used by our management to evaluate our operating performance. These
key performance indicators have limitations as analytical tools and should not be considered in isolation or as a substitute for
financial information presented in accordance with Ind AS. These key performance indicators may not fully reflect our financial
performance, liquidity, profitability or cash flows. Further, these key performance indicators may differ from similar information
used by other companies, including peer companies, and hence their comparability may be limited. See “Risk Factors—47—This
Red Herring Prospectus includes certain non-GAAP measures and financial and operational performance indicators related to
our operations and financial performance. The non-GAAP measures and financial and operational performance indicators may
vary from any standard methodology that is applicable across the Decorative Wall Panel and Decorative Laminates industries
and, therefore, may not be comparable with financial or industry related statistical information of similar nomenclature computed
and presented by other companies.” on page 62.
This Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and uncertainties
and other factors, many of which are beyond our control and may affect our business, financial condition or results of operations.
Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors,
including but not limited to the considerations described below and elsewhere in this Red Herring Prospectus. For details, see
“Forward-Looking Statements” on page 28.
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled “Report on Wall
Panel Industry in India” dated August 22, 2025 (the “Technopak Report”), exclusively prepared and issued by Technopak
Advisors Private Limited (“Technopak”), who were appointed by our Company pursuant to a letter of authorisation dated August
20, 2024 and the Technopak Report has been commissioned by and paid for by our Company in connection with the Offer. The
Technopak Report is available on the website of our Company at http://www.europratik.com/investors from the date of this Red
Herring Prospectus until the Bid/Offer Closing Date and has also been included in “Material Contracts and Documents for
Inspection—Material Documents” on page 472. While the data included herein includes excerpts from the Technopak Report that
may have been re-ordered or re-classified by us for the purposes of presentationin this Red Herring Prospectus, there are no parts,
data or information which may be relevant for the proposed Offer and that have been left out or changed in any manner. Unless
otherwise indicated, all financial, operational, industry and other related information derived from the Technopak Report and
included herein with respect to any particular year refers to such information for the relevant financial year. See “Risk Factors—
25—Industry information included in this Red Herring Prospectus has been derived from the Technopak Report, which was
prepared by Technopak and exclusively commissioned and paid for by our Company for the purposes of the Offer, and any reliance
on information from the Technopak Report for making an investment decision in the Offer is subject to inherent risks” on page 48.
OVERVIEW
We operate in the decorative wall panel and decorative laminates industry as a seller and marketer of Decorative Wall
Panels and Decorative Laminates. According to the Technopak Report, we are one of India’s leading Decorative Wall
Panel brands and have established ourselves as one of the largest organized Wall Panel brands with a market share of
17815.87% by revenue in the organized Decorative Wall Panels industry and our total revenue from the Decorative Wall
Panels sold during Fiscal 2023 was ₹1,742.89 million (Source: Technopak Report). For further details see, “Industry
Overview—Overview of Wall Decorative Industry—Interior Decorative Wall Panels—Indian Decorative Wall Panel
Market Size by Value” on page 151.
We develop differentiated design templates for our Decorative Wall Panels and Decorative Laminates which are
tailored to meet contemporary architectural and interior design trends, resulting in our identification as product
innovators for products like Louvres, Chisel and Auris at India Coverings Expo from 2019 to 2022 (Source:
Technopak Report). We study, identify and understand industry trends, the potential product requirements of our
consumers and focus on delivering a compelling product portfolio that resonates with diverse market segments. We,
together with our Promoters, have created our “Euro Pratik” and “Gloirio” brands. Our merchandising approach
focuses on meeting the requirements of our consumers while being cognizant of our product design, placement and
marketing capabilities.
We believe that our growth is, and will be, driven by our ability to make available an assortment of quality products.
Over the last seven years, we have introduced a diversified product portfolio which has enabled us to create a distinct
market in the Decorative Wall Panels and Decorative Laminates industries catering to various segments, including
residential, and commercial applications. As at March 31, 2025, we offered our consumers a wide range of products
in India, with over 30 product categories and over 3,000 designs (Source: Technopak Report). We believe that we
operate as a fast-fashion brand in the Decorative Wall Panels and Decorative Laminates industries in India with over
113 product catalogues (involving a combination of products and designs) launched in the last four years.
We offer a quality and eco-friendly alternative to traditional wall decoration products such as wallpaper, wood and
paint. Our range of products competes with wallpaper products and premium wall paints in the Indian market by
offering a durable and cost-effective product range (Source: Technopak Report.). Our products are anti-bacterial, anti-
fungal, free from certain heavy metals such as lead and mercury, and are made from recycled and eco-friendly
materials, offering greater environment consciousness than the substitutes in the Indian market such as wood and paint
products (Source: Technopak Report).
We manage the distribution of our products through an established, extensive distribution network across 116 cities
in India, as at March 31, 2025, which is distributed predominantly across Metros, Mini metros, Tier-I, Tier-II and
Tier-III cities, enabling us to reach a broad spectrum of consumers and markets. As at March 31, 2025, we managed
a distribution network of 180 distributors across 25 states and five union territories in India, who connect us with
several Retail Touchpoints(Source: Technopak Report). To create demand for our products, we undertook strategic
product placement and comprehensive marketing efforts by initially tapping into Metro cities, where we established
our brand equity and created an extensive distribution network which we leveraged to engage with new distributors
in other locations. Further, our distribution system enables reliable delivery of our products to our distributors and
consumers across India and other countries. Our warehouses spread across approximately 194,877.50 square feet in
Bhiwandi, Maharashtra, aid the stability of our operations. Our warehouses are located near the Nhava Sheva port in
Mumbai, which helps us with delivery of our products to our distributors. See “—Our Property” on page 206.
To further strengthen our brands, we have engaged Hrithik Roshan, an established actor, as the brand ambassador for
the products under the “Euro Pratik” brand. In similar vein, our Subsidiary Gloirio has engaged Kareena Kapoor Khan
an established actress, as the brand ambassador for the products offered under the “Gloirio” brand.
We operate on an asset-light business model by outsourcing manufacturing processes to our contract manufacturing
partners and have long-term arrangements with select global manufacturers which assists us in offering unique
products. Once our manufacturing partners receive our design templates, they produce the finished products in
compliance with our specifications and quality standards. We believe, this approach enables our products to
incorporate the latest designs. During the Fiscal 2025, we worked with 36 contract manufacturers across countries
including India, South Korea and China. See “—Product Development—Contract Manufacturing” on page 198.
Our management team has domain knowledge in the Decorative Wall Panels and Decorative Laminates industries.
Two of our Promoters, Pratik Gunvantraj Singhvi and Jai Gunvantraj Singhvi, who also serve as our Chairman and
Managing Director and the Executive Director and Chief Financial Officer, respectively, have over 19 and 13 years
of experience in the Decorative Wall Panels and Decorative Laminates industries and have been associated with our
Company since 2017. Their experience has been instrumental in us developing and implementing our business
strategies, anticipating and addressing market trends and changes in consumer preferences, managing and growing
179our business operations and maintaining and leveraging relationships with our contract manufacturers and distributors.
See “Our Management—Brief Biographies of our Directors” on page 229.
We have increased our scale of operations during the reported periods, on account of growth in sales in Fiscal 2023
and an increase in our profitability in Fiscal 2024 and consolidation of similar businesses in Fiscal 2025 which was
driven primarily by our Recent Acquisitions (see “—Recent Acquisitions” on page 180). As at March 31, 2025, we
sold our products to 180 distributors across 25 states and five union territories in India (Source: Technopak Report).
In Fiscal 2024, we also began exporting our products to over six countries across Asia and Europe and are actively
sourcing and delivering products in Singapore, UAE, Australia, Bangladesh, Burkina Faso and Nepal. In order to
continue to increase the scale of our business, we will keep exploring organic or inorganic expansion into new markets
with favorable demographics, market size and growth potential.
Recent Acquisitions
We have completed the Recent Acquisitions in Fiscal 2025 (majority of which were with related parties) in order to
further diversify our product range, access a wider distributor channel and expand into new markets and geographies
while consolidating our business operations. Set forth below are brief details. For details of our related party
transactions, see Note 42 to the Restated Consolidated Financial Information included in “Restated Consolidated
Financial Information” and “Offer Document Summary—Summary of related party transactions” on pages309 and
19, respectively.
• Vougue Decor: Our Subsidiary, Gloirio, acquired the business of Vougue Decor, a partnership firm (a related
party of our Company), which sold its products under the “Gloirio” brand, on a going concern basis by means of
a slump sale through a business transfer agreement dated June 18, 2024. Vougue Decor was engaged in the
business of interior wall cladding and interior decorative panels.
• Euro Pratik Laminate LLP: Our Company acquired the business of Lamage Decor which was owned by Euro
Pratik Laminate LLP (a related party of our Company), on a going concern basis by means of a slump sale through
a business transfer agreement dated May 2, 2024. Euro Pratik Laminate LLP is a marketer and seller of wall
panels, louvers, designer laminates and other furniture materials.
• Millenium Decor: Our Company acquired the business of Millenium Decor, a partnership firm (a related party of
our Company), on a going concern basis by means of a slump sale through a business transfer agreement dated
May 28, 2024. Millenium Decor was engaged in the business of interior wall cladding and interior decorative
panels.
• EuroPratik Intex LLP: Our Company acquired controlling interest in Europratik Intex LLP (a related party of our
Company) with a 53.00% capital contribution through a supplementary limited liability partnership agreement
dated August 12, 2024. EuroPratik Intex LLP is a marketer and seller of exterior wall panels and other exterior
furnishing materials.
• Euro Pratik USA, LLC: Our Subsidiary, Euro Pratik C Corp Inc. acquired a controlling interest of 50.10% in our
Step-Down Subsidiary, Euro Pratik USA, LLC through an amended and restated operating agreement dated June
24, 2024. Euro Pratik USA, LLC is a marketer and seller of wall panels, louvers and designer laminates.
See “History and Certain Corporate Matters—Details regarding Material Acquisitions or Divestments of Business/
Undertakings, Mergers, Amalgamation, any Revaluation of Assets, etc. in the last 10 Years”, “Risk Factors—16—Our
Restated Consolidated Financial Information as at and for Fiscal 2025, which includes the effect of the Recent
Acquisitions on our financial performance and financial condition, may not be comparable to our Restated
Consolidated Financial Information in respect of prior periods.”, “Risk Factors—24—We have made strategic
acquisitions or investments in order to grow our business and may continue to enter into further acquisitions or
investments that we consider necessary or desirable. Any failure to achieve the anticipated benefits from these
strategic acquisitions or investments could adversely affect our business, results of operations and financial
condition”, “Risk Factors—9—We enter into certain related party transactions in the ordinary course of our business
and we cannot assure you that such transactions will not adversely affect our results of operations and financial
condition” and “Management’s Discussions and Analysis of Financial Condition and Results of Operations—Basis of
Presentation—Recent Acquisitions” on pages 220,40, 47, 37 and 346 respectively.
180Financial Highlights
The table below sets forth a breakdown of our revenue from operations across our key product categories.
Fiscals
Product 2025 2024 2023
(₹ million) (%)* (₹ million) (%)* (₹ million) (%)*
Decorative Wall Panels 1,879.57 66.13 1,696.80 76.54 1,742.89 66.12
Decorative Laminates 728.68 25.64 428.21 19.31 754.14 28.61
Others# 234.02 8.23 91.98 4.15 138.82 5.27
Revenue from sale of products 2,842.27 100 2,216.98 100.00 2,635.84 100.00
__________
*Percentage of total revenue from operations
#Other products include interior films, adhesives, catalogues and other miscellaneous products.
The table below sets forth certain key financial and operational performance indicators and accounting ratios as at the
dates, and for the periods, indicated below.
Financial Metrics
As at and for the financial year ended March 31,
Particulars
2025 2024 2023
GAAP Metrics:
Revenue from operations (₹ million)(1) 2,842.27 2,216.98 2,635.84
Profit after tax (₹ million)(2) 764.40 629.07 595.65
Non-GAAP Metrics:
EBITDA (3)(₹ million) 1,101.01 890.02 836.34
EBITDA Margin (4)(%) 38.74 40.15 31.73
Gross margin(%) or Gross Profit Margin (5) 45.47 43.05 36.02
Return on Equity (6)(%) 39.18 44.03 47.70
Return on Capital Employed (7)(%) 44.58 55.17 61.42
Debt to Equity Ratio (8)(in times) 0.01 - 0.02
Net Debt to EBITDA Ratio (9) (in times) - - -
Working Capital Days (days) (10) 168.00 139.00 119.00
__________
Notes:
(1) Revenue from operations refers to revenue generated from the sale of our products.
(2) Profit after tax refers to profits earned by us after deducting all our operational and non-operational expenses and taxes.
(3) EBITDA is defined as earnings before interest, taxes, depreciation and amortization.
(4) EBITDA Margin is defined as our EBITDA during a given period as a percentage of revenue from operations during that period.
(5) Gross Margin measures our gross profit compared to our revenues as a percentage and is calculated by subtracting our Cost of Goods Sold
(“COGS”) from our Net Sales divided by our revenue from operations. COGS refers to the direct costs such as cost of materials consumed,
that we incur for producing our finished goods. Net Sales refers to our total revenue from operations after deducting any returns, allowances
and discounts on our finished goods.
(6) Return on Equity or RoE is calculated by dividing our profit for the year by the average total equity (sum of opening and closing divided by
two) during that year and is expressed as a percentage.
(7) Return on Capital Employed or RoCE is calculated by dividing our EBIT (i.e., earnings before interest and taxes) during a given period by
Capital Employed (i.e., sum of tangible net worth, total debt and deferred tax liability), and is expressed as a percentage. Tangible net worth
is calculated by reducing total liabilities, intangible assets (including intangible assets under development) and deferred tax assets (net) from
the total assets).
(8) Debt to Equity Ratio is calculated by dividing our total borrowings (i.e., our total non-current borrowings and current maturities of long
term-borrowings) by our total equity (i.e., our total assets minus our total liabilities).
(9) Net Debt to EBITDA Ratio is calculated by our net debt (i.e., our total non-current borrowings and current maturities of long term-borrowings
less cash and cash equivalents and other bank balances (current and non-current)) divided by our operating EBITDA.
(10) Working capital days is calculated as inventory days plus trade receivable days minus trade payable days. Inventory days is calculated as
average inventory divided by revenue from operations multiplied by 365 days. Trade receivable days is calculated as average trade
receivables divided by revenue from operations multiplied by 365 days. Trade payable days is calculated as average trade payables divided
by purchases of stock in trade multiplied by 365 days
Operational Metrics
181As at March 31,
Particulars
2025 2024 2023
Number of SKUs 3,438 3,047 2,810
Number of Distributors 180 97 97
Number of states in India with presence 25 23 24
OUR COMPETITIVE STRENGTHS
One of India’s leading and largest organized wall panel brands in the organized Decorative Wall Panel industry
We are one of India’s leading decorative wall panel brands and have established ourselves as one of the largest
organized Wall Panel brands in India with a market share of 15.87% by revenue in the organized Decorative Wall
Panels industry and our total revenue from the Decorative Wall Panels sold during Fiscal 2023 was ₹1,742.89 million,
according to the Technopak Report. For further details see, “Industry Overview—Overview of Wall Decorative
Industry—Interior Decorative Wall Panels—Indian Decorative Wall Panel Market Size by Value” on page 151. This,
we believe, is testament to our business model and strategic market approach. With our experience in the Decorative
Wall Panels and Decorative Laminates industries, we, together with our Promoters, have created our “Euro Pratik”
and “Gloirio”brands through our insights and understanding of the requirements of our consumers, in-house design
capabilities and by leveraging the market recognition of our products and brands.
Our status as one of India’s leading decorative wall panel brands (Source: Technopak Report) is driven by our
approach to design. By integrating global design trends, we continuously meet the evolving needs of the market and
capture new opportunities for expansion. Over the years, we have grown through brand building and have kept our
commitment to quality, reliability, innovation and distributor and consumer satisfaction at the center of our business
operations which, we believe, has reinforced our reputation as one of India’s leading decorative wall panel brands
(Source: Technopak Report). This brand equity supports our competitive position and fosters ongoing distributor and
consumer loyalty. For further details see, “Industry Overview—Overview of Wall Decorative Industry—Interior
Decorative Wall Panels—Indian Decorative Wall Panel Market Size by Value” on page 151.
We have increased the scale of our operations the past three years, on account of consolidation of similar businesses
which was driven primarily through inorganic expansion. It was bolstered by our Recent Acquisitions which has
diversified our product range, and provided access to a wider distributor channel and expansion into new markets and
geographies. See “—Recent Acquisitions” on page 180.
The diverse product range offered by Millenium Decor and Euro Pratik Laminate LLP are now separate verticals of
our Company and we have also acquired a controlling interest in Europratik Intex LLP. Further, Vougue Decor has
been integrated as a separate vertical of our Subsidiary, Gloirio. Millennium Decor was founded in 2021 with a unique
product with translucent panels and it currently offers a range of multipurpose products for walls and ceilings in both
home and commercial spaces. Vougue Decor and Euro Pratik Laminate LLP commenced operations in 2018 and 2020,
respectively. Gloirio was incorporated in 2024 with the vision of commitment to quality and constant innovation; with
the absorption of the business of Vougue Decor, Gloirio possessed a wide range of products, catering to 180
distributors across India, as at March 31, 2025. In similar vein, we acquired a controlling interest in Europratik Intex
LLP in 2024 with the aim of specializing in interior and exterior surface solutions while maintaining the functionality
and aesthetic appeal of our products.
We, along with our Promoters, have continuously invested in increasing brand awareness of and developing the “Euro
Pratik” and “Gloirio” brands. Our continued focus on building brand equity has allowed us to offer a wider range of
products, increase our consumer base and enhance the appeal for our products by highlighting their bespoke nature.
To improve brand recall, we have engaged in targeted marketing campaigns with our Brand Ambassadorsto increase
the visibility of the “Euro Pratik” and “Gloirio” brands. We promote our products across various media including
posts on social media platforms, broadcasting on network channels, digital advertisements and trade shows in India
and abroad. Our distribution network is also well integrated with our marketing and promotional activities and helps
in strengthening our brand image. To build brand visibility and engagement with our distributors, we liaise with them
to display boards of our products and carry out in-shop branding at their outlets. By increasing our brand recall, we
aim to further strengthen loyalty towards the “Euro Pratik” and “Gloirio” brands.
The Decorative Wall Panels and Decorative Laminates industries are valued at ₹28,411.71 million and ₹102,051.04
million in Fiscal 2025, respectively, and are expected to expand further driven by factors such as rising disposable
incomes, urbanization, and a preference for premium products (Source: Technopak Report). The Decorative Wall
182Panels and Decorative Laminates industries is expected to benefit from the increasing use by consumers of premium
and technologically advanced products, which are characterized by relatively higher pricing and higher growth
potential. (Source: Technopak Report) With our market share and leadership position and experience in the Decorative
Wall Panels and Decorative Laminates industries, we believe that we are well positioned to benefit from growth trends
in the Decorative Wall Panels and Decorative Laminates industries. For details in relation to the projected growth
trends for the Decorative Wall Panels and Decorative Laminates industries, see “Industry Overview—Analysis of PVC,
PS Wall Panel and Decorative Laminates Market in India” on page 155.
Comprehensive product portfolio across various categories
As at March 31, 2025, we offered a range of over 30 product categories and over 3,000 designs and as product
innovators for Louvers, Chisel and Auris in India’s decorative Wall Panels and Decorative Laminates segment
industries we introduced first-to-market products by identifying and understanding consumer and industry trends
(Source: Technopak Report). Over the last seven years, we have continuously expanded our product offerings by
leveraging the “Euro Pratik” and “Gloirio” brand. By diversifying our product range, we aim to stay at the forefront
of industry trends and technological advancements.
Our product portfolio includes a variety of Decorative Wall Panel products with decorative and functional options
catering to diverse architectural and design needs. For instance, our Chisel range of products ease functionality as they
are created with a simplified system and are easier to install compared to traditional interlocking systems. We also
offered over 11 Decorative Laminates products, as at March 31, 2025. Some of our key products in Decorative
Laminates are Saphhire, Acroglass, Aster, Corriano, Icore, Docore and Mirage. Our products also include other
decorative products such as profiles, mouldings, translucent panels, highlighters, interior films and exterior claddings.
Several of our product offerings offer a variety of attributes such as being, among other things, durable, sturdy, eco-
friendly, anti-bacterial, anti-fungal, free from certain heavy metals such as lead and mercury, moisture resistant, light
weight, and are available at different price points in a variety of finishes and effects. As the developer of first-to-
market Wall Panel products, including Louvers, Chisel and Auris in India, we believe that we enjoy an early mover
advantage in the markets we are present in which has allowed us to set pricing terms for our products, leading to higher
margins and a strong competitive edge in the industry (Source: Technopak Report).
Our ability to offer a broad spectrum of products allows us to meet varied consumer requirements across residential
and commercial applications. We believe that this diversity enables us to address different aesthetic preferences,
functional demands and provides us with greater ability to influence consumer purchase decisions. Our diverse product
range offers tailored solutions that match the unique needs of consumers, providing greater flexibility and choice and
further strengthens our market proposition. We further believe that with our extensive range of products across various
categories, we can attract a diverse range of consumers and cater to their varied preferences and needs. In our
experience, this not only helps deepen consumer penetration but also positions us for potential growth. Owing to our
presence across categories, we believe that we are well positioned to grow our market share and continue to establish
ourselves as one of the leading Decorative Wall Panel brands in India. For further details see, “Industry Overview—
Overview of Wall Decorative Industry—Interior Decorative Wall Panels—Indian Decorative Wall Panel Market Size
by Value” on page 151.
Staying ahead of market trends with our merchandising capabilities and a key focus on product novelty and new
designs
The Decorative Wall Panels and Decorative Laminates industries continue to evolve and are characterized by rapidly
changing technologies, price competition, evolving industry standards, growing awareness and changing preferences
from consumers and consequent demands from distributors and customers. (Source: Technopak Report.) With our
experience in the Decorative Wall Panels and Decorative Laminates industries, we believe that we have the ability to
perceive and understand these trends and maintain pace with evolving consumer sentiments and preferences. Our
commitment to innovation enables our offerings to remain relevant and competitive. We believe that we operate as a
fast-fashion brand in the Decorative Wall Panels and Decorative Laminates industries in India with over 113 product
catalogues (involving a combination of products and designs) launched in the last four years.
We engage with distributors to gain insights into their preferences, challenges, and requirements and undertake market
research and analyze emerging styles, materials and technologies. This engagement involves gathering feedback
through distributors and direct consultations with stakeholders in the construction industry, which forms our product
development strategy and helps us tailor our offerings to better meet market demands. We develop a particular product
183range by evaluating the success of our existing products in the market and then enhancing them by creating new
iterations that eventually evolve into a product series. This approach focuses on continuous innovation and keeps our
product offerings relevant in the market. For example, we launched our product “Cassa” in the year 2020. After its
launch, we analyzed market feedback and developed new iterations of the product with different features and created
the “Cassa” Series (Cassa 1 through 6) to which we periodically added new versions. We implement a similar paybook
across our product range to develop and continuously update our products.
Our design capabilities are the cornerstone of our business, setting us apart in the competitive landscape. Our product
portfolio is developed keeping in mind the various cultural and social nuances of the different regions in India we are
present in and the demographics and characteristics of our target consumers. We market our products to our
distributors based on colour or style preferences of our consumers from different regions in India. We believe and
structure our market efforts on the basis that, users in certain Indian regions may prefer brighter and more vibrant
colour palettes, whereas users in other Indian regions may prefer subtler tones. We blend creativity with technical
expertise to develop designs that are not only visually striking but also practical and adaptable to various environments.
Our design process focuses on undertaking an analysis of consumer feedback, drawing inspiration from other
comparable interior decor products such as tiles, fabrics, marble and stone and creating value-addition through
discovery of new design categories by building upon existing designs. We assess and understand the design
developments in other interior decor products and replicate the trends in our product categories aiming to create
affordable and quality products which are in line with the developments and trends in the interior decor space in India
and abroad. Our designing capabilities have been demonstrated with our DecoLouvers range of products. For instance,
after the launch of our Louvers category of products, we came in with a concept of amalgamation of our Decolite
designs with integrated lines of our Louvers designs by launching the DecoLouvers range.
We are distinctly aware that the introduction of new products and designs at regular intervals is key to maintaining
our competitive advantage. The turnaround time from conception of a product or a design to its development and
commercialization is based primarily on market and consumer analysis which determines the pipeline of our new
products or designs. Since April 1, 2021, we have introduced several products in our portfolio that offer differentiated
value proposition such as Chisel, Louvers, Thermolite, Weavers, Bezel, Dazzle, Stellar Flute, Jade, Ignis, Emporio,
Miga Edge, Styro Edge, Zink and Wave. As at March 31, 2025, we had a pipeline of nine new products with over 308
designs under development which will enable us to cater to market demand. This proactive approach allows us to
introduce designs that capture contemporary consumer preferences while meeting the demands of the industry. Our
Company has pioneered in introduction of Decorative Wall Panel products, including Louvers, Chisel and Auris in
India, and have also developed differentiated design templates for our Decorative Wall Panels and Decorative
Laminates products which are tailored to meet contemporary architectural and interior design trends, resulting in our
identification as product innovators for products like Louvres, Chisel and Auris at the India Coverings Expo from
2019 to 2022 (Source: Technopak Report). We have also introduced novel designs and finish-concepts into our
Decorative Wall Panels and Decorative Laminates products such as textured feel, rattan, fabric, leather and metallic
in our product portfolio (Source: Technopak Report).
As at March 31, 2025, we had a dedicated market research and design team of three employees supported by our
advisory panel comprising architects Yatin Dedhia and Hiral Jobalia. The market research and design team works on
the design, innovation, market analysis and review of new designs and execution of final designs for new products.
We also work closely with our global manufacturing partners to integrate their expertise and insights into our product
development process which enables us to leverage advancements from around the world.
Our merchandising strategy focuses on identifying key market segments and positioning our products where they are
most likely to resonate with target audiences. We employ a multifaceted marketing approach that includes digital
advertising and marketing, participation in international and national trade shows, social media campaigns, and
collaborations with interior designers and architects. This integrated strategy helps us build brand awareness, drive
consumer interest, and foster relationships with both consumers and trade professionals. We believe that, with our
merchandising and design capabilities, we will be able to further expand our product offerings and deliver design-led
and consumer-oriented product innovation.
Asset-light business model with global long-term partnerships
We operate an asset-light business model with a focus on product design and development. While we develop and sell
our products, we outsource our manufacturing processes to our contract manufacturing partners. Our contract
184manufacturing partners include global players such as Miga, South Korea, who possess the technology and know-how
to manufacture our designs. By outsourcing manufacturing, we minimize the requirement for substantial capital
investment in production facilities and equipment. As at March 31, 2025, we worked with 36 contract manufacturers
in India and abroad including countries such as South Korea, China, the United States, Romania, Turkey, Indonesia
and Portugal.
The table below sets forth the region-wise details of our contract manufacturers for the periods indicated.
Region Number of Contract Manufacturers
Fiscal %* %# Fiscal 2024 %* %# Fiscal %* %#
2025 2023
Within India
East (1) - - - - - - - - -
North (2) 9 3.63 4.90 - - - 1 - -
South (3) - - - - - - - - -
West (4) 6 3.32 4.48 1 0.59 1.06 1 0.62 0.96
Central (5) 1 0.03 0.04 - - - - - -
Outside India
Asia 20 40.46 54.59 10 50.19 90.45 12 56.62 87.40
(excluding
India)(6)
Europe(7) - - - - - - 2 0.06 0.09
USA - - - 1 0.27 0.49 1 0.34 0.52
Total 36 47.45 64.02^ 12 51.05 92.00 17 57.64 88.98
________
* Percentage of total revenue from operations
# Percentage of total purchases of stock in trade
^ Our total purchases in Fiscal 2025 also include stock-in-trade acquired through slump sales resulting from our Recent Acquisitions.
(1) Eastern region includes the states of Arunachal Pradesh, Assam, Bihar, Chhattisgarh, Jharkhand, Manipur, Meghalaya, Mizoram, Nagaland,
Odisha, Sikkim and West Bengal.
(2) Northern region includes the states of Delhi, Haryana, Himachal Pradesh, Punjab, Rajasthan, Uttar Pradesh and Uttarakhand and the union
territories of Chandigarh and Jammu and Kashmir.
(3) Southern region includes the states of Telangana, Tamil Nadu, Kerala, Karnataka, Andhra Pradesh and the union territories of Pondicherry
and Andaman Nicobar Islands.
(4) Western region includes the states of Goa, Gujarat and Maharashtra and the union territory of Dadra and Nagar Haveli.
(5) Central region includes the state of Madhya Pradesh.
(6) Asia includes South Korea, China, Vietnam, Indonesia and Turkey.
(7) Europe includes Romania and Portugal.
Our partnerships with different contract manufacturers across the globe allows us the flexibility to choose and
accordingly plan our product development process with a particular contract manufacturer depending on factors such
as product design and requirement of a particular technology. This asset-light business model allows us to allocate
resources in areas such as design, branding, merchandising, consumer service and market expansion. Further, our
focus on strategic areas such as product design, distribution and innovation allows us to drive growth and maintain
our pace of design-led product development.
We partner with select global manufacturers identified through an evaluation, selection and quality control process.
We evaluate our manufacturing partners based on factors such as (a) technical and manufacturing capability, (b) lead-
time needed in satisfying our orders and delivery schedules, (c) price, (d) quality and ability to comply with our
standards, and (e) results of our on-site inspections. We review our arrangements with our manufacturing partners at
regular intervals, taking into account factors such as product quality, performance, defects, services and
responsiveness as well as price competitiveness and other commercial terms offered to us. This, we believe, enables
us to offer unique products that are not available through other channels in India. For instance, we have enjoyed a
partnership of over 10 years with Miga, South Korea, a company engaged in wall panels and interior mouldings. Miga,
South Korea, is engaged in the business of wall panels and interior mouldings and has been operating across markets
for over 30 years and have multiple patents including design and utility registrations. Miga, South Korea also possess
the technology and know-how to manufacture our designs (Source: Technopak Report).
Additionally, we do not have a requirement of maintaining retail stores which further contributes to our asset-light
business operations. This allows us to focus on merchandising, marketing and inventory management and avoid
185occurrence of incidents of product shortage caused due to operation of stores, thereby increasing our operating
efficiency. Moreover, our asset-light business model reduces our operational costs, raw material carrying cost,
manufacturing overheads, labour and maintenance costs. This cost efficiency contributes to improved profitability and
allows us to offer competitive pricing while maintaining high product standards.
Pan-India presence with a well-established distribution network
Our well-established distribution network is our key strength which enhances our market presence and operational
efficiency across India. Our well-established distribution system is instrumental in delivery of our products to diverse
regions throughout the country. As at March 31, 2025, we had a distribution network of 180 distributors across 25
states and five union territories in India (Source: Technopak Report). We have spent considerable resources to develop
our distribution network and to increase the visibility and reach of our products through direct distribution.
The table below sets forth geographical break-down of our revenue from operations from our distribution network in
the 25 states and five union territories in India in which we operate, as at the dates and for the periods indicated.
Region in India Number of Revenue from Operations
Distributors as As at and for the financial year ended March 31,
at March 31, 2025 2024 2023
2025 Amount %* Amount %* Amount %*
(₹ million) (%) (₹ million) (%) (₹ million) (%)
East (1) 38 281.66 9.91 177.83 8.02 195.92 7.43
North (2) 55 508.82 17.90 429.74 19.38 474.15 17.99
South (3) 48 758.54 26.69 406.72 18.35 399.84 15.17
West (4) 28 501.51 17.64 244.71 11.04 285.26 10.82
Central (5) 11 97.03 3.41 61.20 2.76 56.20 2.13
Total 180 2147.56 75.56 1,320.20 59.55 1,411.37 53.54
________
* Percentage of total revenue from operations
(1) Eastern region includes the states of Arunachal Pradesh, Assam, Bihar, Chhattisgarh, Jharkhand, Manipur, Meghalaya, Mizoram, Nagaland,
Odisha, Sikkim and West Bengal.
(2) Northern region includes the states of Delhi, Haryana, Himachal Pradesh, Punjab, Rajasthan, Uttar Pradesh and Uttarakhand and the union
territories of Chandigarh and Jammu and Kashmir.
(3) Southern region includes the states of Telangana, Tamil Nadu, Kerala, Karnataka, Andhra Pradesh and the union territories of Pondicherry and
Andaman Nicobar Islands.
(4) Western region includes the states of Goa, Gujarat and Maharashtra and the union territory of Dadra and Nagar Haveli.
(5) Central region includes the state of Madhya Pradesh.
We have established our distribution network gradually and strategically through a top-down approach with prudent
use of time, cost and resources. Our arrangements with most of our distributors are on an exclusive basis. Additionally,
our distribution network is well integrated with our marketing and promotional activities and helps in strengthening
our brand image.
We engage with architects, interior designers and furniture manufacturers which are looking to expand their portfolio.
We also assist our distributors in setting up dedicated sections for our products in their respective distribution outlets
and stores. For instance, in 2021, one of our key distributors launched ‘Palette’, an interior studio in Mumbai where
we displayed our products. Similarly, in 2023, another key distributor launched ‘Show Space’, an interior studio in
Navi Mumbai where we displayed our products.
Our distribution network spans across Metros, Mini metros, Tier-I, Tier-II and Tier-III cities, enabling us to reach a
broad spectrum of consumers and markets (Source: Technopak Report).This extensive reach allows our products to
be readily available for our consumers regardless of their location.
(Remainder of this page has been intentionally left blank)
186The map below sets forth the areas in which we have our distributors, warehouses and head office in India:
Further, our distribution network is complemented by a dedicated support team that assists distributors and consumers
with order processing, delivery tracking, and after-sales service. Our support team also attends to distributor and
consumer queries across digital and social media platforms, which enables a seamless experience and helps in fostering
relationships with our distributors and consumers. We believe that our pan-India distribution network is a key strength
that allows us to achieve deeper consumer penetration and further increase the sale of our products.
Experienced Promoters and management team
We are driven by experienced Promoters and a management team with extensive domain knowledge in the Decorative
Wall Panels and Decorative Laminates industries and experience across business development, marketing, finance,
governance and administration. Pratik Gunvantraj Singhvi, our Chairman and Managing Director, who is also one of
our Promoters, has over 19 years of experience in the wall decor industry, and has been associated with our Company
since 2017. Jai Gunvantraj Singhvi, our Executive Director and Chief Financial Officer, who is also one of our
Promoters, has over 13 years of experience in the wall decor industry and has been associated with our Company since
2017. Kulmeet Sarup Saggu, Chief Operating Officer, has over 11 years of experience in the printing and designing
industry and has been associated with our Company since 2018. Alpesh Vinaychandra Sangoi, our Finance Controller,
has been associated with our Company since 2024. Their experience has been instrumental in us developing and
implementing our business strategies, anticipating and addressing market trends, managing and growing our business
operations, maintaining and leveraging relationships with our suppliers and distributors and responding to changes in
consumer preferences. We will continue to leverage the experience of our management team and their understanding
of the Decorative Wall Panels and Decorative Laminates industries to further grow our operations. See “Our
187Management—Brief Biographies of our Directors” and “Our Management—Senior Management of our Company”
on pages 229 and 243, respectively.
Our Board consists of six Directors with a diverse mix of experience in various sectors, and in particular, the wall
decor industry, sales, architecture and finance. Our Board level committees, i.e., the Audit Committee, the Risk
Management Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee
and the Corporate Social Responsibility Committee, work in tandem and supervise the activities of our executive
leadership. Our Board has three Independent Directors who constitute a half of our Board. In addition, we are
supported by our committed employee base which has been growing over the years. As at March 31, 2025, we had
195 employees, including 93 permanent employees and 102 contractual employees, with approximately 21.00% of
our workforce being associated with us for more than six years, as at that date. Our attrition rate for Fiscals 2025,
2024, and 2023 was 4.80%, 4.41%, and 12.00% respectively. For further details, see “—Human Resources” on page
205.
Proven track record of robust financial performance and low leverage levels
We have a proven track record of robust financial performance, which positions us well for growth and diversification.
Over the last three Fiscals, we have witnessed a significant growth in our EBITDA from ₹836.34 million in Fiscal
2023 to ₹890.02 million in Fiscal 2024 and to ₹1,101.01 million in Fiscal 2025, while our EBITDA Margin was
31.73%, 40.15%, and 38.74% in Fiscals 2023, 2024 and 2025 respectively. Our profit after tax for the year has grown
significantly from ₹595.65 million in Fiscal 2023, to ₹629.07 million in Fiscal 2024 and further to ₹764.40 million in
Fiscal 2025.
As at March 31, 2025 we had a total equity of ₹2,344.91 million and low leverage levels, with borrowings (current
and non-current) of ₹26.82 million, which only comprised working capital facilities. As at March 31, 2025, our Debt
to Equity Ratio was 0.01 and our Net Debt to EBITDA Ratio was (0.10).
OUR STRATEGIES
Our strategies set forth below have been adopted by our Board pursuant to their resolution dated August 22, 2025.
Expand into new markets
We have gained experience in promoting our products under the “Euro Pratik” and “Gloirio” brands in India. As we
grow our consumer base in India, we also aim to explore international markets and will continue to selectively assess
growth opportunities through organic or inorganic expansion. The key criteria for our expansion into international
markets include favorable demographics, market size and growth potential, competition in relevant product categories,
and scope of scaling up the business to provide a multi-channel experience to our consumers in these countries. We
intend to conduct research to identify potential markets based on economic indicators such as availability of credit,
disposable income levels, growth of commercial and residential construction industry, demand for our products, and
prioritize markets with focus on infrastructure development and increasing construction activities. We have also
incorporated Euro Pratik C Corp Inc. and Euro Pratik Trade FZCO, UAE as our Subsidiaries in 2023 and 2024 in
furtherance of our strategy to expand into select international markets. We seek to repeat similar playbooks in other
jurisdictions and further bolster our brand awareness. For the Fiscals 2025, 2024 and 2023 our substantial revenue has
been generated from sales of our products in India. Going forward, we will continue our focus on increasing our sales
outside India which will help us to diversify our revenue stream and minimize potential revenue risks.
Continue to expand our distribution network and undertake measures to improve our inventory management
systems
While we enjoy the benefit of a well-established distribution network of 180 distributors across 25 states and five
union territories in India (Source: Technopak Report), we intend to expand our distribution network by further
leveraging our existing relationships to create new distribution and logistics network. The table below sets forth the
number of our distributors for the periods indicated along with a year-on-year comparison.
Particulars Fiscal 2025 Change from Fiscal 2024 Change from Fiscal 2023
prior Fiscal prior Fiscal
(%) (%)
Number of Distributors 180 85.57* 97 - 97
188* The number of distributors for Fiscal 2025 are not directly comparable with Fiscal 2024 since the number of distributors for Fiscal 2025 also
include the distributors of the Acquired Businesses which have been consolidated in the distributor network of the Company.
We will deepen relationships with key partners, including contract manufacturers, logistics providers and our
distributors. By negotiating favorable terms and communication, we can streamline our operations, reduce lead-time
and improve the reliability on our partners. This will enable us to better meet the demands of our distributors and
respond to market needs.
In particular, we intend to focus on expansion in small cities in addition to Metro and Mini-metro cities in India and
on certain specific international markets where we have received positive feedback on our product range. Further,
while our range of products is well accepted in residential interior decor markets, we seek to further tap into expanding
our consumer base into larger commercial projects such corporate offices.
We intend to implement new inventory management systems to reduce stockouts or overstock situations. By
employing real-time tracking, we can maintain optimal inventory levels, for timely fulfillment of our orders and
minimizing disruptions. Further, we will invest in improving our logistics and delivery infrastructure to support the
growing demands of our distributors and consumers. This includes expanding our warehousing facilities, optimizing
delivery routes, and leveraging technology for order processing and tracking. Enhanced logistics capabilities enable
reliable delivery, contributing to higher distributor and consumer satisfaction.
We will further continue to strengthen our relationships with our contract manufacturing partners through cooperation
and closer coordination; expand and upgrade our existing warehouses (distribution centers) to improve our inventory
and supply management; continue to open new warehouses (distribution centers) in strategic locations and closely
monitor and absorb best industry practices to increase our distribution and logistics network.
Continue to improve our brand equity and consciousness
We believe that the industry in which we operate, brand awareness and recognition are integral to growth and success.
The table below sets forth our advertisement and business promotion-related expenses for the periods indicated.
Particulars Advertisement and business promotion expenses
For the financial year ended March 31,
2025 2024 2023
Amount % * %# Amount % * %# Amount % * %#
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Advertisement and publicity expenses 26.76 0.94 1.39 7.86 0.35 0.54 21.95 0.83 1.17
Samples design and display charges 14.32 0.50 0.75 11.68 0.53 0.81 12.91 0.49 0.69
Brand endorsement fees 11.50 0.40 0.59 12.00 0.54 0.83 9.38 0.36 0.50
Business promotion expenses 7.46 0.26 0.39 2.14 0.10 0.15 4.90 0.19 0.26
Total 60.04 2.11 3.12 33.68 1.52 2.32 49.14 1.86 2.61
________
* Percentage of total revenue from operations.
# Percentage of total expenses.
We intend to further develop and increase our brand awareness by advertising in traditional media such as news
channels, newspapers, magazines and through targeted digital media advertisements. We will leverage digital channels
to reach a broader audience and enhance our online visibility. This includes investing in targeted online advertising
campaigns, search engine optimization, and content marketing to drive traffic to our website and increase brand
awareness. Social media platforms will also play a crucial role in engaging with distributors and consumers,
showcasing our products, and promoting brand stories.
We believe that marketing is important for future revenue growth, enhancing the visibility of the “Euro Pratik” and
“Gloirio” brands, establishing relationships with targeted markets and selling our products in a competitive and cost-
effective manner. To this end, we have been actively participating in trade shows in India and abroad to increase our
brand consciousness on a global level. We will continue to participate and engage at international platforms to gain
visibility of consumer and market sentiment for our products. For instance, we recently participated in tradeshows in
Johannesburg, Milan, Singapore, Australia and Dubai among others. Further, we intend to deepen and leverage the
relationships with our Brand Ambassadors to increase consumer penetration and increase our brand recall and
visibility.
189We constituted an advisory panel comprising architects Yatin Dedhia and Hiral Jobalia in April, 2023 and seek to
leverage their industry experience to further create brand awareness and brand equity. We seek to forge partnerships
with key stakeholders, including architects, interior designers, and construction firms, to enhance our market presence
and drive referrals. Collaborating with influencers and industry experts will also amplify our brand message and
expand our reach to new audiences.
Further, we intend to leverage our distributor channels to boost product penetration and enhance brand awareness. To
this end, we intend to create targeted marketing campaigns tailored to the specific needs and interests of each product
segment, increase our social media presence with content, including case studies, product features, and industry
insights. We intend to also undertake to list our products on online platforms and further update our website with
features like detailed product catalogs and a streamlined inquiry system. By leveraging targeted marketing, optimizing
digital channels, building strategic partnerships, participating in industry events, and enhancing our product offerings,
we believe that we can increase our product penetration and brand awareness.
Continue to focus on product innovation in response to evolving consumer preferences and further expand our
product portfolio
We intend to continue to focus on our ability to customize our products according to the specific requirements of our
consumers and broaden our portfolio through product innovation. We will continue to focus on improving the existing
parameters and introducing new designs while offering products that are oriented to enhance the overall experience
for our consumers.
We endeavour to stay ahead of the market in terms of introduction of new designs by analyzing consumer feedback,
emerging styles, materials and technologies. Before introducing new brands or products, we will continue to endeavor
to understand consumer feedback, current trends, consumer needs and competitive dynamics. We believe such
research will help us identify gaps in the market, validate product concepts and refine our strategies to meet target
consumer demands. We will also continue to engage with distributors and the interior decor community (which,
according to the Technopak Report, includes contractors, architects, interior designers and other vendors, among
others) through our sales team to understand the demand dynamics for various Decorative Wall Panel and Decorative
Laminate products in the market.
We endeavor to introduce new designs at regular intervals in order to maintain our competitive advantage. Over Fiscals
2025, 2024 and 2023, we have introduced Chisel, Classic Louvers, Thermolite, Weavers, Dazzle, Miga Edge, Zink
and Wave in our product portfolio. Additionally, we expanded our product portfolio with the introduction of new
products such as clay wall tiles, aluminium wall panels, Miga Edge, Zink and Weavers. As at March 31, 2025, we had
a pipeline of nine new products with over 308 designs under development which will enable us to cater to the existing
and new consumers and markets. Our product development approach involves introducing new products on a pilot
basis in a few geographical regions and gathering consumer and market feedback. Based on the feedback received,
we endeavour to further develop and introduce the fully developed products in other geographical regions. Our market
research and design team, along with our advisory panel, provides product designs to our contract manufacturers, who
in turn are responsible for development of the products, and the costs in relation to such product development are
typically borne by the contract manufacturers. Accordingly, we do not incur any expenditure towards product
development. Our market research and design expenses are primarily in nature of the remuneration and incentives
paid to our market research and design team. The table below sets forth the details of our market research and design
expenses for the periods indicated.
Particulars Fiscal 2025 %* Fiscal 2024 %* Fiscal 2023 %*
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Market research and designing 2.13 0.11 2.14 0.15 1.20 0.06
expenses
* Percentage of total expenses
We believe this product development approach will continue to allow us to gather preliminary consumer and market
feedback and tailor our products to meet their needs and specifications.
We will continue to identify potential product development opportunities in the market and focus on developing
products that cater to distinct requirements in the Indian and international markets. We will continue to focus on
innovation of designs and products to keep our offerings relevant and competitive in a rapidly evolving market. We
190also seek to enter into newer segments in the Decorative Wall Panels and Decorative Laminates industries to further
expand our product portfolio and achieve growth in our revenue. We propose catering to consumers across new
industry segments and in new geographies to increase our market share. We believe such steps would enable us to
offer higher value addition products, augment our sales, generate higher margins and increase our profitability.
Integrate our recent acquisitions and continue to expand our business through strategic inorganic growth
opportunities
Although we intend to continue to grow organically, we believe that inorganic growth opportunities act as an enabler
for growing our businesses. We have recently completed a series of acquisitions to further consolidate and augment
our business operations. Our Recent Acquisitions include the acquisition of the business of Euro Pratik Laminate LLP
and Millenium Decor by our Company. Additionally, our Company has also acquired a controlling interest in
Europratik Intex LLP. Further, Gloirio, one of our Subsidiaries, has acquired the business of Vougue Decor and our
Subsidiary, Euro Pratik C Corp Inc., has acquired a controlling interest in our Step-Down Subsidiary, Euro Pratik
USA, LLC. See “—Recent Acquisitions” and “History and Certain Corporate Matters—Details regarding Material
Acquisitions or Divestments of Business/ Undertakings, Mergers, Amalgamation and Revaluation of Assets etc. in the
last 10 years” on pages 180 and 220, respectively.
We seek to further diversify our product range, access a wider distributor channel and expand into new markets and
geographies through our Recent Acquisitions. We will continue to take steps towards the integration of our new
businesses, including integration of employees and uniformity of business processes to achieve benefits of economies
of scale. We intend to continue to evaluate, and selectively pursue, inorganic opportunities where products, resources,
capabilities, operations and strategies are complementary to our business and that will diversify our product portfolio,
provide us access to a wider distribution network, help us expand into new markets and geographies and consolidate
our existing capabilities. These opportunities could be by way of strategic alliances, acquisitions, joint ventures,
technological collaborations, partner tie-ups and other strategic and business combinations. See “Risk Factors—24—
We have made strategic acquisitions or investments in order to grow our business and may continue to enter into
further acquisitions or investments that we consider necessary or desirable. Any failure to achieve the anticipated
benefits from these strategic acquisitions or investments could adversely affect our business, results of operations and
financial condition.” on page 47.
Leverage market position to capitalize on favourable industry trends
The Decorative Wall Panels and Decorative Laminates industries are valued at ₹24,180.18 million and ₹94,931.20
million in Fiscal 2024, respectively, and are expected to expand further driven by factors such as rising disposable
incomes, urbanization, and a preference for premium products. We held a 15.87% market share by revenue in the
organized Decorative Wall Panels industry in India in Fiscal 2023, based on our revenue for that year. (Source:
Technopak Report).
Being a well-recognized player in the Decorative Wall Panels and Decorative Laminates industries with geographical
distribution capabilities and global presence, an experienced management, understanding of the consumer and industry
trends, a comprehensive product portfolio, competitive pricing and product quality, we believe that we are well-
positioned to leverage the opportunities in the Decorative Wall Panels and Decorative Laminates industries in order
to capitalize on the trends and enhance our focus on sustained growth.
We believe that with our experience and track record of supplying quality products in the Decorative Wall Panels and
Decorative Laminates industries, we are well positioned to take advantage of the favourable trends in the industry.
We believe that our growth in recent periods is the result of growth in our share of business with our existing
distributors and consumers, gaining new distributors and consumers, expansion of our product portfolio and
geographic expansion of our business, among others. We believe that these factors, combined with our favourable
market position, will enhance our ability to respond to emerging industry trends towards more customized products.
We plan to continue to leverage our market position and diverse product offerings in order to capitalize on these
industry trends. We also intend to continue enhancing our operational efficiencies, to increase economies of scale,
better absorb our fixed costs, reduce our other operating costs and strengthen our competitive position.
DESCRIPTION OF OUR BUSINESS
191We operate on a consumer-focused asset-light model which leverages the feedback from our distributors and
consumers to develop products that resonate with the market. By analyzing trends and consumer requirements, we
anticipate market needs and plan our product portfolio which we execute with the help of our contract manufacturers.
Our consumer and asset-light centric approach allows us to prioritize consumer satisfaction by identifying their needs
and providing solutions, ultimately driving innovation and growth in our product lines at optimum margins and low
operating costs.
OUR CORPORATE STRUCTURE
We conduct our operations through our Subsidiaries (one Indian Subsidiary, two Subsidiaries outside India, two Step-
Down subsidiaries, outside India) and three other entities. For details in relation to our corporate history as well as in
relation to our Subsidiaries, see “History and Certain Corporate Matters—Subsidiaries” on page 221.
The chart below sets forth our corporate structure as at the date of this Red Herring Prospectus.
Entity Description
Subsidiary
Our wholly owned Subsidiary, Gloirio is engaged in the business of in the business of interior
Gloirio Decor Private Limited
wall cladding and interior decorative panels.
Our Subsidiary, Euro Pratik Trade FZCO, UAE is a marketer and seller of wall panels,
Euro Pratik Trade FZCO, UAE
louvers and designer laminates.
Our Subsidiary, Euro Pratik C Corp Inc. is an investment arm of our Company which holds
Euro Pratik C Corp Inc.
a shareholding interest in our Step-Down subsidiary Euro Pratik USA, LLC.
Our Step-Down subsidiary, Euro Pratik USA, LLC is a marketer and seller of wall panels,
Euro Pratik USA, LLC
louvers and designer laminates.
Our Step-Down subsidiary, Euro Pratik EUd.o.o., Croatia is a marketer and seller of wall
Euro Pratik EU d.o.o., Croatia
panels, louvers and designer laminates.
Other Entities
Europratik Intex LLP is a marketer and seller of exterior wall panels and other exterior
Europratik Intex LLP
furnishing materials.
Euro Pratik Star LLP Euro Pratik Star LLP is a marketer and seller of wall panels, louvers and designed laminates.
Euro Pratik Craft LLP Euro Pratik Craft LLP is a marketer and seller of wall panels, louvers and designed laminates.
The table below sets forth the details of our revenue for the periods indicated from our Subsidiaries and other entities.
192Fiscals
2025 2024 2023
Name of the Entity
Amount %* Amount % * Amount % *
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Subsidiary
Gloirio Decor Private Limited 860.84 30.29 - - - -
Euro Pratik Trade FZCO, UAE 46.22 1.63 - - - -
Euro Pratik C Corp Inc. - - - - - -
Euro Pratik USA, LLC 26.95 0.95 - - - -
Euro Pratik EU d.o.o., Croatia - - - - - -
Other Entities#
Europratik Intex LLP 32.82 1.15 - - - -
________
* Percentage of total revenue from operations
# Details for Euro Pratik Star LLP and Euro Pratik Craft LLP have not been included since they have been formed in Fiscal 2026.
OUR PRODUCTS
As at March 31, 2025, we offered our consumers 30 product categories and over 3,000 designs (Source: Technopak
Report). We offer our products primarily across: (i) Decorative Wall Panels and (ii) Decorative Laminates. As product
innovators for certain designs and products, we have introduced certain first-to-market products by identifying and
understanding consumer and industry trends. (Source: Technopak Report)
Decorative Wall Panels
We specialize in offering Decorative Wall Panels, that enhance both the aesthetic and functional aspects of interior
and exterior spaces. Decorative Wall Panels are used for a variety of purposes, including insulation, soundproofing,
and decorative finishes, making them ideal for residential homes and commercial buildings. Our Decorative Wall
Panels are available in a range of materials to meet diverse needs of our consumers. Further, the easy installation
process of our Wall Panels is quick, cost-effective and hassle-free. We provide quality and durable products in our
Decorative Wall Panels category which enables long-term use with minimal repair cost for our consumers. As at
March 31, 2025, we offered 19 range of products in our Decorative Wall Panels category. Our key range in this
category includes Chisel series, Decolite and Miga Edge. Each of our range in our Decorative Wall Panels category
offers a differentiated value proposition as sought by our consumers.
The table below sets forth the details of our revenue for the periods indicated from our product offerings in our
Decorative Wall Panels products category.
Fiscals
2025 2024 2023
Product Category
Amount %* Amount %* Amount %*
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Revenue from sale of Decorative Wall 1,879.57 66.13 1,696.80 76.54 1,742.89 66.12
Panels
________
* Percentage of total revenue from operations
Decorative Laminates
Decorative Laminates are composite materials made by pressing together layers of paper or fabric with resins, creating
a durable surface. Decorative laminates are an ideal way to add both style and functionality to interior surfaces.
(Source: Technopak Report) Decorative Laminates enhance the look of walls by offering a wide range of textures,
colours, and patterns that replicate natural materials like wood and stone, creating a stylish and polished finish.
(Source: Technopak Report)
We offer quality Decorative Laminates, which are versatile surface materials designed to enhance the durability
(Source: Technopak Report). Decorative Laminates are widely used in furniture and, cabinetry, countertops, and wall
coverings, offering a stylish finish while providing protection against wear and tear (Source: Technopak Report). We
offer an extensive range of Decorative Laminates made from various materials, including PVC, known for its moisture
resistance and durability. Our Decorative Laminates are used for both residential and commercial projects. As at
193March 31, 2025, we offered 11 range of products in our Decorative Laminates category. Our key range in this category
includes Sapphire, Acroglass and Mirage.
The table below sets forth the details of our revenue for the periods indicated from our product offerings in our
Decorative Laminates products category.
Fiscals
2025 2024 2023
Product Category
Amount %* Amount %* Amount %*
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Revenue from sale of Decorative 728.68 25.64 428.21 19.31 754.14 28.61
Laminates
________
* Percentage of total revenue from operations.
Set forth below are our key product offerings in the Decorative Wall Panels and Decorative Laminates product
categories.
Product Name and Product Introduction Year Number of designs as at March 31,
Category 2025
Decoclay
We offered 14 designs in our Decoclay
(Decorative Wall September, 2024
range.
Panel)
Styro Edge
June, 2024 We offered 30 designs in our Styro edge
(Decorative Wall
range.
Panel)
Miga Edge
We offered 36 designs in our Miga Edge
(Decorative Wall April, 2024
range.
Panel)
Flexo
(Decorative Wall January, 2024 We offered 5 designs in our Flexo range
Panel)
194Product Name and Product Introduction Year Number of designs as at March 31,
Category 2025
Pluto We offered 53 designs in our Pluto
November, 2023
(Interior films) range.
Iris
We offered over 100 designs in our Iris
(Decorative Wall December, 2022
range.
Panel)
Chisel We offered over 160 designs in our
(Decorative Wall October, 2022 Chisel range (including Chisel, Chisel 2
Panel) and Chisel 3 ranges).
LAMage Designer
We offered over 225 designs in our
(Decorative July, 2021
LAMage designer range.
Laminates)
Jade
We offered over 50 designs in our Jade
(Decorative Wall May, 2021
range.
Panel)
Acroglass
We offered over 80 designs in our
(Decorative February, 2021
Acroglass range.
Laminates)
195Product Name and Product Introduction Year Number of designs as at March 31,
Category 2025
Allure We offered over 140 designs in our
(Decorative Wall June, 2020 Allure range (include Allure, Allure4
Panel) and Allure5 ranges)
Sapphire
We offered over 160 designs in our
(Decorative February, 2019
Sapphire range.
Laminates)
Decolite
We offered over 60 designs in our
(Decorative Wall July, 2017
Decolite range.
Panel)
Styro
We offered over 70 designs in our Styro
(Decorative Wall June, 2016
range.
Panel)
BUSINESS PROCESS
Market Brand
Warehousing
and Design and Product Transportation Quality Building
and Inventory
Consumer Innovation Development and Logistics Control and
Management
Analysis Marketing
Product Design
Product design serves as the foundational and a critical phase in our product development process. We believe that it
not only establishes the blueprint for functionality and aesthetics but also influences consumer experience, market
viability, and overall success. By prioritizing thoughtful and novel design, our products meet the needs and
expectations of our consumers, distributors laying the groundwork for development through contract-manufacturing,
procurement, and market introduction.
196Market and Consumer analysis
The Decorative Wall Panels and Decorative Laminates industries is highly consumer centric and consumer preferences
drive product design, innovation and development (Source: Technopak Report). The demand for Decorative Wall
Panels and Decorative Laminates in India is increasing due to rapid urbanization, changing consumer preferences, and
a growing emphasis on aesthetic and sustainable building materials (Source: Technopak Report).
We analyze consumer feedback to identify emerging trends, including customization options and contemporary
designs. With our experience in the Decorative Wall Panels and Decorative Laminates industries, we understand the
importance of catering to consumer preferences and believe that we have been able to produce a product portfolio that
caters to the varied needs of our consumers. We believe that we will be able to customise our product offerings and
tailor our designs to meet the unique aesthetic preferences of the markets we operate in and resonate with our
consumers, enhancing the appeal of our products and driving user satisfaction. We believe that such insight has
contributed to development of our know-how in the Decorative Wall Panels and Decorative Laminates industries.
Additionally, sector specific information and distributor insight also help us develop a specific range of products. We
assess the requirements and needs of our consumers to create specific products that cater to both these segments.
Design and Innovation
We engage in analysis of consumer feedback and design innovation for development of new products and creation of
new designs. These designs are informed and based on various factors including, cost-effective replacement of natural
products, demographics, region, culture, consumer purchasing power, seasonal, global and industry trends. We have
been able to identify such factors that inform our design activities based on our experience and have used this market
knowledge to develop and procure new designs. Additionally, to cater to the changing consumer and industry
preferences, we continuously introduce new designs at short time-intervals which is enabled by the inputs and work
of our market research and designing team.
As at March 31, 2025, we had a market research and design team of three employees with support from our advisory
panel comprising architects Yatin Dedhia and Hiral Jobalia. Our market research and design team comprise industry
experts who bring innovation and creativity to the forefront by focusing on product development. Our market research
and design team works on the design, development and review of new designs and execution of final designs for new
products.
Some of the products developed by the market research and design team in the recent past include, among others,
Chisel, Classic Louvers, Mirage, Weavers, Dazzle, Miga Edge, Zink and Wave. As at March 31, 2025, we had a
pipeline of nine new products with over 308 designs under development which will enable us to cater to the existing
and new consumer and markets.
The table below sets forth the details of the products and sub-products introduced during the periods indicated.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total
New products and 8 14 12 7 41 2 8 9 7 26 7 5 8 7 27
sub-products
introduced
Also see “Risk Factors—21—Our operations are dependent on our market research and design activities. Our failure
to derive the desired benefits from our product development efforts or to identify or respond to evolving trends in the
Decorative Wall Panel and Decorative Laminates industries and our consumers’ preferences or expectations could
adversely affect our business, results of operations and financial condition.” on page 44.
Product Development
Our product development process involves a careful selection of and integration with our contract manufacturing
partners. We understand the importance that technology plays in any product manufacturing process. To capitalize on
the technologies available for production we enter into partnerships and arrangements with certain global
manufactures. This strategic outsourcing enables us to induce cost efficiencies and leverage capabilities of our
manufacturing partners while maintaining quality standards.
197Contract Manufacturing
As an asset-light company, we have set up a contract manufacturing model for manufacturing our products. During
the Fiscal 2025 we worked with 36 contract manufactures in India and abroad.
The table below sets forth the region-wise details of our contract manufacturers for the periods indicated.
Region Number of Contract Manufacturers
Fiscal 2025 Fiscal 2024 Fiscal 2023
Within India
East (1) - - -
North (2) 9 - 1
South (3) - - -
West (4) 6 1 1
Central (5) 1 - -
Outside India
Asia (excluding India) 20 10 12
Europe - - 2
Middle East - - -
North America - 1 1
Total 36 12 17
________
* Percentage of total revenue from operations.
(1) Eastern region includes the states of Arunachal Pradesh, Assam, Bihar, Chhattisgarh, Jharkhand, Manipur, Meghalaya, Mizoram, Nagaland,
Odisha, Sikkim and West Bengal.
(2) Northern region includes the states of Delhi, Haryana, Himachal Pradesh, Punjab, Rajasthan, Uttar Pradesh and Uttarakhand and the union
territories of Chandigarh and Jammu and Kashmir.
(3) Southern region includes the states of Telangana, Tamil Nadu, Kerala, Karnataka, Andhra Pradesh and the union territories of Pondicherry and
Andaman Nicobar Islands.
(4) Western region includes the states of Goa, Gujarat and Maharashtra and the union territory of Dadra and Nagar Haveli.
(5) Central region includes the state of Madhya Pradesh.
The table below sets forth our cost of products purchased from our largest contract manufacturer, top five contract
manufacturers and top 10 contract manufacturers, for the periods indicated.
Details of Contract Manufacturers For the financial year ended March 31,
2025 2024 2023
Amount %* Amount %* Amount %*
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Largest manufacturer 506.11 24.03 868.06 70.56 959.24 56.18
Top five manufacturers 878.87 41.72 1,081.84 87.94 1,438.67 84.26
Top 10 manufacturers 1112.09 52.79 1,127.72 91.66 1,500.42 87.88
________
*Percentage of total purchases.
We select a prospective contract manufacturer after a careful selection process considering various parameters, such
as costing, capability, quality, delivery time and industry experience. Additionally, we also undertake due diligence
of the raw materials used by our contract manufacturers, technology suppliers and machinery suppliers of our contract
manufacturers to verify that they depend on reliable suppliers for their operations. Additionally, the selection process
of our contract manufacturers starts with manufacturer-specific review, visiting their manufacturing facilities, sample
testing and reviewing their capabilities. We evaluate our contract manufacturers based on factors (a) technical and
manufacturing capability, (b) lead-time needed in satisfying our orders and delivery schedules, (c) price, (d) quality
and ability to comply with our standards, and (e) results of our on-site inspections.
We typically place the purchase orders once the samples provided to us meet our specifications and clears the testing
phase. We invest in securing new manufacturer relationships through this selection process, as it enables us to better
understand our manufacturing partners. We review our arrangements with our manufacturing partners at regular
intervals, taking into account factors such as product quality, performance, defects, reliable delivery, turnaround time,
services and responsiveness as well as price competitiveness, warranties and other commercial terms offered to us.
198We have entered into long-term agreements with some of our contract manufacturers. For instance, we have enjoyed
a relationship of over 10 years with Miga, South Korea.
Designing
As a second step after design, we supply the selected designs to our contract manufacturing partners who then
implement our designs and produce the sample of the finished product. Even through the production process, our
product development team constantly liaises with our contract manufacturers providing input on the product design,
quality and durability. See “Risk Factors—19—We do not have any intellectual property protection for a majority of
the designs used in our products. Any failure to protect and use our designs and other intellectual property rights
could adversely affect our competitive position, business, financial condition and results of operations” on page 43.
Our focus on designing helps us to introduce new products with new specifications, colours, designs and raw materials
at the faster pace with no capital expenditure on production. Our market research and design team regularly visits
exhibitions to understand the upcoming design and industry trends. We then design the new products by applying
prevailing and successful cross segment designs from other building material segments. Once the new design is
developed, the process of product development is accelerated by outsourcing these designs to different contract
manufacturers. The expertise of different manufacturing technologies deployed by our contract manufacturers reduces
the lead time for development of new products. Further, we believe that the flexibility of contract manufacturing gives
us an upper edge by identifying various suppliers who have expertise and in-depth knowledge to produce more
accurate design with best finish.
Quality Assurance
Once a contract manufacturing partner is selected by us, our market research and design team continuously engage
with them to guide the manufacturing process based on the specifications for a particular product. We set out quality
control standards that is to be implemented by all our contract manufacturers. We perform quality inspections and
testing procedures of the finished goods produced by all our contract manufacturers. Our sample evaluation process
is based on the criteria of quality, design precision, look and feel factor, aesthetic appeal and other parameters.
Transportation and Logistics
Transportation and logistics management is a key step in our business operations. Transportation and logistics
management of our finished products from our contract manufacturers to our warehouses and then onwards to our
distributors becomes key to deliver consistent quantity of products to meet market demand. Certainty and ease of
delivery of our finished product help develop distributor confidence and reliability on the “Euro Pratik” and “Gloirio”
brands.
Our logistics team of six personnel handles supplies of our products to our distributors. This team is responsible for
end-to-end coordination with distributors, the production planning team and the dispatch team.
We rely on domestic and international third-party transportation, logistics and service providers for the delivery of our
products through various forms of transport, such as sea-borne freight and road. For our operations in India, we
typically move raw materials and finished goods by road. For our operations outside India, we generally export our
products through sea shipments. Our freight forwarders co-ordinate with the shipping line to file and release the
necessary bills of lading or waybills.
The table below sets forth our transportation charges for the periods indicated.
Particulars As at and for the year ended March 31,
2025 2024 2023
Amount % * %# Amount % * %# Amount %* %#
(₹ million) (%) (%) (₹ million) (%) (%) (₹ million) (%) (%)
Transportation Charges 10.53 0.37 0.55 5.52 0.25 0.38 5.05 0.19 0.27
________
* Percentage of total revenue from operations.
# Percentage of total expenses.
As with our relationships with our contract manufacturers we also enjoy long-standing relationships with our key
third-party service providers. Further, we do not execute contracts with most of our third-party service providers. We
sell our products on an ex-warehouse basis (i.e., the sale is considered complete once the goods are dispatched from
199our warehouses) to our distributors, and we also give the added facility of delivering goods to the logistical partner of
our distributors.
Also see “Risk Factors—27—We depend on our third-party logistics and service providers for the transportation and
delivery of our products and unsatisfactory services provided by them or failure to maintain relationships with them
could disrupt our operations” on page 49.
Warehousing
Warehousing management is crucial for optimizing storage, reducing operating costs and delivery. We have
warehouses in Bhiwandi, Maharashtra, over approximately 194,877.50 square feet located near the Nhava Sheva port
in Mumbai which help us deliver of our products to our distributors. See “—Our Property” and “Risk Factors—30—
Our Registered and Corporate Office and some of our warehouses are situated on properties which we have obtained
through lease arrangements. Any non-renewal of such lease arrangements may disrupt our operations and could
adversely affect our business and results of operations” on pages 206 and52, respectively.
Our warehouses are located close to a major port and industrial clusters and serve as our delivery centre to certain
distributors enabling us to meet their delivery schedules, drive economies of scale and increase logistical efficiencies
for our distributors insulating them from supply disruptions and enhances our engagement with them. Our
warehousing arrangements are flexible in nature and therefore storage space can be increased or decreased depending
on our requirements. Also see “Risk Factors—1—On April 26, 2025, a fire incident occurred at our largest warehouse
located in Swagat Complex, Rahanal Village, Bhiwandi, Mumbai, Maharashtra, which resulted in, among other
things, destruction of our inventories amounting to ₹335.94 million. Such accidents could adversely affect our
business, results of operations and financial condition.” on page 31.
Inventory Management
We design our products considering the product preferences of our consumers and accordingly manage our inventory
to align with the regional demand for our products. This enables us to cater to different consumer needs, optimize
stock levels, and allow availability of products that resonate with each market. We make periodic adjustments to the
procurement schedule and volumes based on actual orders received. We accordingly coordinate with our contract
manufacturers to adjust production volumes.
We assess our inventory levels at regular intervals and our interactions with our distributors give us feedback on the
market acceptance and demand of our products. Based on our assessment post-launch of a new range of products, we
supervise our daily inventory levels to maintain suitable levels of products to meet demand. We respond to slow-
moving inventory by assessing the market and consumer response and the gross margin on our products gives us the
head room to dispose of any slow-moving inventory. Once a product is launched, we assess our distributors’ response
for the launched product and assess sales patterns of such product. Typically, products which are not sold and do not
gain market acceptance for more than 12 months are identified as slow-moving products. In certain instances, the
assessment period can exceed 15 months. We dispose of our slow-moving inventory in primarily two ways, first, by
disposing off the slow-moving inventory at a discounted price to our distributors, which is still above the cost of the
product and second, returning the slow-moving inventory to our contract manufacturers, in the event we are unable to
sell our inventory of slow-moving products to our distributors. These slow-moving products are returned to the
contract manufacturers and are recorded as sales by us. For instance, we returned slow moving inventory of ₹5.01
million, ₹7.05 million and ₹16.10 million to Miga, South Korea, one of our top contract manufacturers in Fiscals 2025,
2024 and 2023, respectively. In those periods, our overall return-sales of slow-moving inventory accounted for ₹20.81
million, ₹22.84 million, ₹33.44 million, respectively, which constituted 0.73%, 1.03%, and 1.27% , respectively of
our total sales during such periods.
We typically keep three months of inventory of our products at our warehouses to manage the risk of delay in
supply. These inventory levels are planned based on contractual quantities and expected orders, which are confirmed
due to our long-standing relationships with distributors. We maintain a lead-time requirement planning system and
utilize our inventory management systems to manage our levels of inventory on a real-time basis.
Also see “Risk Factors—29—Our inability to accurately manage inventory and forecast demand for particular
products in specific markets could adversely affect our business, results of operations and financial condition” on
page 51.
200Distribution Network
As at March 31, 2025, we had a distribution network of 180 distributors across 25
states and five union territories in India (Source: Technopak Report). We operate on
a direct distribution model where majority of our products are sold directly through
distributors. The chart alongside sets forth our region wise distributor presence (in
percentage) across the 25 states and five union territories in India in which we
operate as at March 31, 2025.
The table below sets forth the geographical break-down of our revenue from
operations from our distribution network in the 25 states and five union territories in
India in which we operate, as at the dates and for the periods indicated.
Region in India Number of Revenue from Operations
Distributors as As at and for the financial year ended March 31,
at March 31, 2025 2024 2023
2025 Amount %* Amount %* Amount %*
(₹ million) (%) (₹ million) (%) (₹ million) (%)
East (1) 38 281.66 9.91 177.83 8.02 195.92 7.43
North (2) 55 508.82 17.90 429.74 19.38 474.15 17.99
South (3) 48 758.54 26.69 406.72 18.35 399.84 15.17
West (4) 28 501.51 17.64 244.71 11.04 285.26 10.82
Central (5) 11 97.03 3.41 61.20 2.76 56.20 2.13
Total 180 2147.56 75.56 1,320.20 59.55 1,411.37 53.54
________
* Percentage of total revenue from operations.
(1) Eastern region includes the states of Arunachal Pradesh, Assam, Bihar, Chhattisgarh, Jharkhand, Manipur, Meghalaya, Mizoram, Nagaland,
Odisha, Sikkim and West Bengal.
(2) Northern region includes the states of Delhi, Haryana, Himachal Pradesh, Punjab, Rajasthan, Uttar Pradesh and Uttarakhand and the union
territories of Chandigarh and Jammu and Kashmir.
(3) Southern region includes the states of Telangana, Tamil Nadu, Kerala, Karnataka, Andhra Pradesh and the union territories of Pondicherry and
Andaman Nicobar Islands.
(4) Western region includes the states of Goa, Gujarat and Maharashtra and the union territory of Dadra and Nagar Haveli.
(5) Central region includes the state of Madhya Pradesh.
We believe that our distribution network, market knowledge and time required to build such an extensive distribution
network present an entry barrier for competition. We also believe that our diverse product portfolio, brand recognition
and extensive marketing campaigns have enabled us to further strengthen our relationship with our distributors.
The table below sets forth our revenue from our largest distributor, top five distributors, top 10 distributors and top 30
distributors, for the periods indicated.
Details of Fiscal 2025 Fiscal 2024 Fiscal 2023
Distributors Amount %* x̄# Amount %* x̄# Amount %* x̄#
(₹ million) (%) (year (₹ million) (%) (years) (₹ million) (%) (years)
s)
Largest distributor 323.90 11.40 7.74 125.57 5.66 6.74 152.57 5.79 5.66
Top five distributors 736.37 25.91 6.32 466.94 21.06 6.60 532.79 20.21 4.93
Top 10 distributors 1,026.52 36.12 6.77 714.10 32.21 6.27 803.57 30.49 5.27
Top 30 distributors 1,632.51 57.44 4.98 1,100.86 49.66 4.96 1,196.22 45.38 4.42
________
* Percentage of total revenue from operations
While we do not enter into definite term-agreements with our distributors, we have enjoyed long-standing relationships
with our distributors. The average duration of our relationship with our distributors is more than five years. Our sales
team manages our distributor relationships and works closely with them to understand consumer preferences and
obtain feedback on our products to further align our sales, marketing and pricing strategies with market demand.
201Also see “Risk Factors—6—Our inability to expand or manage our growing distribution network, or any disruptions
in our distribution chain could adversely affect our business, results of operations and financial condition”on page
35.
Quality Control
Our continuous emphasis on innovation and technology helps us maximize quality control and reduce the amount of
inventory and storage. We believe that maintaining quality in our operations is critical to our growth and success. Our
products undergo a qualification process throughout the entire value chain. We require our contract manufacturers to
implement quality control systems that cover the full product lifecycle from process innovation, analysis of consumer
feedback and design, through the stages of product development and sales as well as management systems for quality
and safety of our products such as through obtaining ISO certifications. We also conduct manufacturer quality
evaluation processes and our inspection team inspects that finished products received from our contract manufacturers
also comply with our internal standards and specifications.
The table below sets forth our total return or rejection of our products purchases, category-wise for the periods
indicated.
Name of the category of products purchases Fiscal 2025 Fiscal 2024 Fiscal 2023 Average
across
periods
DecorativeWall Panels 2.09 1.37 0.99 1.48
Decorative Laminates 1.77 0.01 0.02 0.60
Others 0.15 0.09 0.02 0.09
Value of total products returned or rejected back to the 4.01 1.47 1.02 2.17
contract manufacturers (₹ million)
Total products returned or rejected back to the contract 0.14 0.07 0.04 0.08
manufacturers, as a percentage of our revenue from
operations (%)
Service and Engagement
To actively engage with our distributors and consumers and gather their feedback, we engage in distributor meetings,
regular participation in exhibitions and regular visits by our management to our distributors. Our product development
team regularly visits our distributors to get the feedback on the new products and sub-products introduced.
Additionally, members of our management directly visit distributors in the respective territory to get their feedback.
In addition, we also prioritize gathering feedback on various aspects of our products. By actively engaging with our
distributors and consumers, we foster a distributor and consumer-centric approach. Our aim is to make our distributors
and consumers feel valued and further refine our product offerings based on their feedback to better meet their needs
and expectations.
Pricing
We determine the prices for our products based on various parameters, including market demand, inventory levels and
volume. We have a uniform pricing model for all our distributors considering their association, brand loyalty and
volume of orders with us. As we follow the fixed pricing model for all our distributors, only once the order
confirmation is received from the distributor, the sales transaction is processed along with the delivery schedule.
Our pricing model is based on maintaining optimum margins on each of our products while also offering sufficient
discounts to our distributors in order to retain them. The discounts to our distributors are based on factors including
bulk volume orders, delivery commitment and credit terms. Our pricing model is decided based on the landed cost of
the products, perceived value by consumers, unique selling proposition, competitive landscape and product potential.
Health, Safety and Environment
We aim to comply with applicable health and safety regulations and other requirements in our operations. We have
implemented work safety measures including regular training of employees on safety measures and conducting safety
awareness programs at regular intervals.
202Further, our commitment to environment and safety are also reflected in our product range. Our products are an
alternative to the traditional wood-based products and are made of sustainable and recycled material. Further, we avoid
usage of raw material components such as formaldehyde which is an ingredient in paints, coatings and paint thinners
and is harmful to humans. Additionally, certain of our products are anti-bacterial, anti-fungal and are devoid heavy
metals such lead and mercury.
Brand Building
We have invested significantly in the promotion of the “Euro Pratik” and “Gloirio” brands. The table below sets forth
our advertisement and business promotion-related expenses for the periods indicated.
Particulars Advertisement and business promotion expenses
For the financial year ended March 31,
2025 2024 2023
Amount % * %# Amount % * %# Amount % * %#
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Advertisement and publicity expenses 26.76 0.94 1.39 7.86 0.35 0.54 21.95 0.83 1.17
Samples design and display charges 14.32 0.50 0.75 11.68 0.53 0.81 12.91 0.49 0.69
Brand endorsement fees 11.50 0.40 0.59 12.00 0.54 0.83 9.38 0.36 0.50
Business promotion expenses 7.46 0.26 0.39 2.14 0.10 0.15 4.90 0.19 0.26
Total 60.04 2.11 3.12 33.68 1.52 2.32 49.14 1.86 2.61
________
* Percentage of total revenue from operations
# Percentage of total expenses
We have engaged Hrithik Roshan, an established actor as the brand ambassador for the products under the “Euro
Pratik” brand since November 1, 2019. Further, our association with Hrithik Roshan has been extended for a period
of three years from January 1, 2025, to December 31, 2027. Additionally, our Subsidiary, Gloirio, has also engaged
Kareena Kapoor Khan an established actress, as the brand ambassador for the products offered under the “Gloirio”
brand since September 1, 2022. Gloirio’s association with Kareena Kapoor Khan has also been extended for a further
period of twenty-eight months, from September 1, 2024, to December 31, 2026.
We promote our products across various media including posts on social media platforms, broadcasting on network
channels, digital advertisements and trade shows in India and abroad. Our distribution network is also well integrated
with our marketing and promotional activities and helps in strengthening our brand image. We also look to localise
our advertising campaigns by adapting our advertisements to local languages and customs in order to appeal to more
targeted and relevant demographics within specific markets.
We believe the investment in advertising and promotion of our brands is one of the key factors that has enabled us to
build awareness, grow our network of distributors and expand successfully across multiple regions, and that we will
continue to benefit from these historical investments in brand building as we execute our future growth plans.
Sales and Marketing
We have an in-house sales and marketing team of 28 personnel as at March 31, 2025 that focuses on building
distributor relationships, business development and supporting our management team. The business development team
is responsible for identifying new distributors, new markets, new technologies and forging local and global
partnerships. Additionally, to increase our reach, we also mandate some of our distributors to keep a dedicated sales
team to promote our products. We consider the cost of employees appointed by the distributors as part of such sales
team while determining our pricing model.
Our sales and marketing team regularly interacts with consumers and key distributors to discuss concerns and
expectations from them. Our sales and marketing team participates in various trade shows across the globe, staying at
the forefront of industry developments which allows us to understand the industry trends. Our marketing strategy
involves early engagement with distributors to increase the probability of new business avenues, strengthen our
existing relationships and marketing through website, digital media, social media, online publishing etc.
203Intellectual Property
We believe that securing intellectual property protection in respect of our brand is important to strengthen our business
and competitive position. We also believe that our future performance will depend, in part, on our ability to obtain
and maintain intellectual property registrations, to protect confidential information and trade secrets and to avoid
infringing third party intellectual property rights. We, along with our Promoters, protect our brand through a
combination of intellectual property rights, such as trademarks, designs and putting in place procedures to guard the
security of confidential information.
Our brand name “Euro Pratik: An Opus of Products” is registered in the name of one of our Promoters, Pratik
Gunvantraj Singhvi. We have been permitted to use the Euro Pratik Mark, which is a part of our corporate name,
pursuant to a registered user agreement dated September 2, 2024, between our Company and Pratik Gunvantraj
Singhvi (“Registered User Agreement”). Under the Registered User Agreement, our Company and our Subsidiaries
have been granted an exclusive, perpetual, non-assignable right to use the Euro Pratik Mark globally for a
consideration of ₹0.10 million.
Further, the brand name “Gloirio Style your Interior” is registered in the name of Prakash Suresh Rita. Our Subsidiary,
Gloirio has entered into a deed of assignment dated October 3, 2024, with Prakash Suresh Rita to transfer of rights,
title and interest in the Gloirio Mark to our Subsidiary, Gloirio (“Deed of Assignment I”). Further, pursuant to the
Deed of Assignment I the Gloirio Mark has been assigned and transferred to our subsidiary, Gloirio for a consideration
of ₹0.10 million.
Further, a total of 14 designs used in our products, are registered in the name of our Promoter, Jai Gunvantraj Singhvi.
Our Company, has entered into a deed of assignment dated October 30, 2024, with Jai Gunvantraj Singhvi pursuant
to which such designs have assigned and transferred to our Company (“Deed of Assignment II”). Further, pursuant
to the Deed of Assignment II the 14 designs have been assigned and transferred to our Company for a consideration
of ₹0.03 million. For further details, see, “History and Certain Corporate Matters—Material Agreements” on page
225.
Also see “Risk Factors—12—We do not own the brand name “Euro Pratik” which is crucial for our operations. Any
failure to use, protect and leverage our “Euro Pratik” brand could materially and adversely affect our competitive
position, business, results of operations and financial condition” on page 39.
Information Technology
We believe that an appropriate information technology infrastructure is important in order to support the growth of
our business. We have made efforts to upgrade our systems to reduce redundancies. The key functions of our IT team
include network and system administration, desktop support, maintaining IT infrastructure, IT support to users and
managing software updates. We have implemented a software called Busy UC Online in order to track complete
business function which is being used by our Company on a right-to-use basis.
Also see “Risk Factors—42—Any disruption or failure of our technology systems could adversely affect our business
and operations. Additionally, challenges in the implementation of new technologies for our operations could be
significant.” on page 60.
Competition
The market for Decorative Wall Panels and Decorative Laminate products is highly competitive and requires constant
innovation (Source: Technopak Report). The demand for Decorative Wall Panels and Decorative Laminates in India
is increasing due to rapid urbanization, changing consumer preferences, and a growing emphasis on aesthetic and
sustainable building materials (Source: Technopak Report). Important factors affecting competition in the Decorative
Wall Panels and Decorative Laminates industries include performance, reliability, reputation, safety record, product
quality, technical ability, industry experience, past performance, technology, price and the portfolio and quality of
products (Source: Technopak Report). Additionally, Decorative Wall Panels and Decorative Laminates industries face
competition from alternative materials and interior solutions, such as decorative paints, wallpaper, and other types of
wall finishes (Source: Technopak Report). Further, while high-end consumers may show less price sensitivity, many
segments of the market are cost-conscious, especially in the face of rising input costs (Source: Technopak Report).
Intense competition from both domestic and international players can further compress margins, making it difficult
204for companies to maintain profitability in the Decorative Wall Panels and Decorative Laminates industries (Source:
Technopak Report). See “Industry Overview” on page 120.
We believe that our ability to create new products and compete successfully in various sub-markets is based on our
in-depth understanding of consumers, vertical integration, innovation from our design activities and our ability to
tailor products to consumers’ needs. To stay ahead of our competitors, we regularly update our existing product
portfolio. We aim to keep our costs of procurement low to maintain our competitive advantage and our profit margins.
We aim to have a first mover advantage to remain ahead of competition and continuously seek to introduce new
products and engage in marketing to increase the reach of our products.
We believe that our products enjoy preference over other traditional products due to their characteristic of prefinished,
ready to use, easy to install and anti-bacterial, anti-fungal, free from certain heavy metals such as lead and mercury
properties. The market for supply of our products continues to evolve and is characterized by rapidly changing
technologies, price competition, industry standards and changing demands from consumers and distributors. Also see
“Risk Factors—23—We operate in a highly competitive industry and our failure to compete in the competitive
Decorative Wall Panel and Decorative Laminates industries could adversely affect our business, results of operations,
cash flows and financial condition” on page 46.
Human Resources
We recognize the importance and contribution of human resources for our continued growth and development. Our
work force is a critical factor in maintaining quality which strengthens our competitive position. Our personnel policies
are aimed towards recruiting talented individuals, facilitating their integration, and promoting the development of their
skills. Recruitment of personnel in different categories is carried out by our human resources department.
We recognize that our employees form the foundation of our operations and, accordingly, we prioritize their health,
safety, and well-being by endeavouring to create a nurturing and secure work environment. We aim to comply with
applicable health, safety and environmental regulations and other requirements in our operations. We have developed
a health and safety framework that is aimed at optimizing our operations and process standards to meet our
commitment towards health and safety of our stakeholders and sustainable performance of our business operations.
As at March 31, 2025, we had: (i) 195 employees out of which 93 were permanent employees; and (ii) 102 were
contractual. As at March 31, 2025, 94.62% of the employees were located in India. The table below sets forth a
breakdown of our permanent employees as at March 31, 2025 by functions they perform.
Division/Function Number of Employees as at March 31, 2025
Accounts and Finance 14
Administration 6
Business Development 2
Customs 1
Environment, Health and Safety 1
Human Resources 2
Information Technology 1
Legal and Secretarial 2
Management 6
Packaging 8
Procurement and Costing 5
Quality Control and Assurance 2
Market Research and Design 3
Sales and Marketing 28
Logistics 6
Warehouses 6
Total 93
The table below sets forth certain details in relation to the contract labourers of the Company:
Particulars Fiscal 2025
Number of contract labourers employed in our warehouses 102
Expenses incurred towards contract labourers (₹million) 21.56
205Brief terms of contractor agreement The contractor shall provide skilled, semi-skilled and unskilled
manpower to the Company and shall ensure that the personnel
supplied are qualified, competent and comply with all applicable
laws, regulations and company policies.
Expiry of the contractor agreement Agreement with third-party for a period of five years from August
1, 2024 to July 31, 2029
Our attrition rate in Fiscal 2025, 2024, and 2023 was 4.80%, 4.41%, and 12.00%, respectively, with respect to our
total workforce.
Our employees are not unionized into any labour or workers’ unions and we have not experienced any major work
stoppages due to labour disputes or work stoppages during the Fiscal 2025, 2024, and 2023.
Our Property
Our registered and corporate office is located at 601-602, 6th Floor, Peninsula Heights, C.D. Barfiwala Lane, Andheri
(West), Mumbai, Mumbai City, Maharashtra, 400058, India. The table below sets forth the details of our key
properties.
Purpose Location Area Details of Lease Arrangements Whether a
Related
Party
Transaction
or not
(square (Yes/ No)
feet)
Company
1,815.00 Leased from Dipty Pratik Singhvi, a member of the Yes
Promoter Group and Pratik Gunvantraj Singhvi,
601, 6th floor,
Promoter
Peninsula Heights,
Tenure: Five years
C.D. Barfiwala
Monthly lease rent:
Lane, Andheri
• ₹0.36 million per month (July, 2024 – June, 2025)
(West), Mumbai –
• ₹0.38 million per month (July, 2025 – June, 2026)
400 058,
• ₹0.40 million per month (July, 2026 – June, 2027)
Registered Maharashtra, India
• ₹0.42 million per month (July, 2027 – June, 2028)
and
• ₹0.44 million per month (July, 2028 –June, 2029)
Corporate
1,915.00 Leased from Nisha Jai Singhvi, a member of the Yes
Office
602, 6th floor, Promoter Group and Jai Gunvantraj Singhvi, Promoter
Peninsula Heights, Tenure: Five years
C.D. Barfiwala Monthly lease rent:
Lane, Andheri • ₹0.40 million per month (July, 2024 – June, 2025)
(West), Mumbai – • ₹0.42 million per month (July, 2025 – June, 2026)
400 058, • ₹0.44 million per month (July, 2026 – June, 2027)
Maharashtra, India • ₹0.47 million per month (July, 2027 – June, 2028)
• ₹0.49 million per month (July, 2028 –June, 2029)
Godown No. 1, 2, 3, 30,000.00 Leased from Jai Gunwantraj Singhvi HUF, Promoter Yes
ground, 1st, 2nd and Tenure: Five years
3rd floor, Swagat Monthly lease rent:
Complex Phase-2, • ₹0.55 million per month (July, 2024 – June, 2025)
Warehouse*
Near Lalji Mulji • ₹0.58 million per month (July, 2025 – June, 2026)
Transport, Rahanal, • ₹0.61 million per month (July, 2026 – June, 2027)
Bhiwandi, Thane, • ₹0.64 million per month (July, 2027 – June, 2028)
Maharashtra, India • ₹0.67 million per month (July, 2028 –June, 2029)
Godown No. 4 and 20,000.00 Leased from Pratik Singhvi Gunwantraj HUF, Promoter Yes
5, Ground, First, Tenure: Five years
Second, Third Monthly lease rent:
Warehouse* Floors, M Swagat • ₹0.37 million per month (July, 2024 – June, 2025)
Complex Phase 2, • ₹0.39 million per month (July, 2025 – June, 2026)
Near Lalji Mulji • ₹0.41 million per month (July, 2026 – June, 2027)
Transport, Rahanal • ₹0.43 million per month (July, 2027 –June, 2028)
206Purpose Location Area Details of Lease Arrangements Whether a
Related
Party
Transaction
or not
(square (Yes/ No)
feet)
Village, Bhiwandi, • ₹0.45 million per month (July, 2028 – June, 2029)
Thane, Maharashtra,
India
11,000.00 Leased from Nisha Jai Singhvi, a member of the Yes
Promoter Group
Ground, First,
Tenure: Five years
Second, Third
Monthly lease rent:
Floors, Mouji,
Warehouse • ₹0.20 million per month (July, 2024 – June, 2025)
Rahanal Village,
• ₹0.21 million per month (July, 2025 – June, 2026)
Bhiwandi, Thane,
• ₹0.22 million per month (July, 2026 – June, 2027)
Maharashtra, India
• ₹0.24 million per month (July, 2027 – June, 2028)
• ₹0.25 million per month (July, 2028 –June, 2029)
4,250.00 Leased from Rajendra Patil Ragunath No
Tenure: Five years
Monthly lease rent:
Gala No. 1, 2, • ₹0.04 million per month (September, 2024 – August,
Ground Floor, 2025)
Swagat Complex, • ₹0.04 million per month (September, 2025 – August,
Warehouse Building No. K, 2026)
Rahanal Village, • ₹0.04 million per month (September, 2026 – August,
Bhiwandi, Thane, 2027)
Maharashtra, India • ₹0.05 million per month (September, 2027 – August,
2028)
• ₹0.05 million per month (September, 2028 – August,
2029)
500.00 Leased from Swagat Construction No
Tenure: Five years
Monthly lease rent:
• ₹0.03 million per month (September, 2024 – August,
Godown No. 1589, 2025)
Swagat Complex, • ₹0.03 million per month (September, 2025 – August,
Warehouse Rahanal Village, 2026)
Bhiwandi, Thane, • ₹0.03 million per month (September, 2026 – August,
Maharashtra, India 2027)
• ₹0.03 million per month (September, 2027 – August,
2028)
• ₹0.03 million per month (September, 2028 – August,
2029)
11,000.00 Leased from Prakash Suresh Rita HUF Yes
Ground, First, Tenure: Five years
Second, Third Monthly lease rent:
Floors, Mouji, • ₹0.20 million per month (July, 2024 – June, 2025)
Warehouse
Rahanal Village, • ₹0.21 million per month (July, 2025 – June, 2026)
Bhiwandi, Thane, • ₹0.22 million per month (July, 2026 – June, 2027)
Maharashtra, India • ₹0.24 million per month (July, 2027 – June, 2028)
• ₹0.25 million per month (July, 2028 –June, 2029)
Building-B, 3300.00 Leased from Shyam Sunder S Agrawal (HUF) No
Godown Number 3, Tenure: Five years
Swagat Monthly lease rent:₹0.05 million per month (August 1,
Warehouse Complex Phase-1, 2024 – July 31, 2029)
Inside Munisuvarat
Compound, Rahanal
Village, Bhiwandi,
207Purpose Location Area Details of Lease Arrangements Whether a
Related
Party
Transaction
or not
(square (Yes/ No)
feet)
Thane – 421 302,
Maharashtra, India
2,250.00 Leased from Rajendra Raghunath Patil No
Tenure: Five years
Monthly lease rent:
Godown No. 101,
• ₹0.01 million per month (September, 2024 – August,
First Floor, Swagat
2025)
Complex, Inside
• ₹0.01 million per month (September, 2025 – August,
Munisuvarat
Warehouse 2026)
Compound, Rahanal
• ₹0.01 million per month (September, 2026 – August,
Village, Bhiwandi,
2027)
Thane, Maharashtra,
• ₹0.02 million per month (September, 2027 – August,
India
2028)
• ₹0.02 million per month (September, 2028 – August,
2029)
2,250.00 Leased from Kumar Raghunath Patil No
Tenure: Five years
Monthly lease rent:
Godown No. 102,
• ₹0.01 million per month (September, 2024 – August,
First Floor, Swagat
2025)
Complex, Inside
• ₹0.01 million per month (September, 2025 – August,
Munisuvarat
Warehouse 2026)
Compound, Rahanal
• ₹0.01 million per month (September, 2026 – August,
Village, Bhiwandi,
2027)
Thane, Maharashtra,
• ₹0.02 million per month (September, 2027 – August,
India
2028)
• ₹0.02 million per month (September, 2028 – August,
2029)
Godown No. 2, 3,150.00 Leased from Madhavi Murlidhar Gajanan No
Swagat Complex Tenure: Five years
Phase-1, Inside Monthly lease rent: ₹0.05 million per month
Munisuvarat
Warehouse
Compound, Rahanal
Village, Bhiwandi,
Thane, Maharashtra,
India
Building A, 3,150.00 Leased from Madhavi Vijendra Vilas No
Godown No. 1, Tenure: Five years
Swagat Complex Monthly lease rent: ₹0.05 million per month
Phase-1, Inside
Warehouse Munisuvarat
Compound, Rahanal
Village, Bhiwandi,
Thane, Maharashtra,
India
Warehouse KH. No. 64./19/2 1,800.00 Leased from Poonam Agarwal No
and 64/29/1, G/F, Tenure: 11 months
Mundka Industrial Monthly lease rent: ₹0.03 million per month
Area Village,
Mundka, Delhi 110
041, India
Office No. 339/2, Gala 100.00 Leased from: Mukesh Gala No
House, 3rd floor, Tenure: 11 months
Ananthramaiah, Monthly lease rent: ₹0.01 million per month
208Purpose Location Area Details of Lease Arrangements Whether a
Related
Party
Transaction
or not
(square (Yes/ No)
feet)
Woolen factory
compound, opposite
Satellite bus stand,
Bapujinagar,
Mysore Road,
Bangalore 560 026,
Karnataka, India
Warehouse Municipal 424.00 Leased from: M A Venkatesh No
Corporation No. Tenure: 15 months
339/1, Monthly lease rent: 0.02 million per month
Anantharamaiah
Woolen factory
compound, Mysore
Road, Bapujinagar,
Bangalore 560 026,
Karnataka, India
Godown No. Gala 12,769.00 Leased from Khan Shahab Shoyaib No
No. 1, Bldg – N, Tenure: Three years
Swagat Complex Monthly lease rent:
Phase No II, C.T.S. • ₹0.23 million per month (May, 2025 – April, 2026)
Warehouse Number Road, Nr • ₹0.24 million per month (May, 2026 – April, 2027)
Bidi Kamgar Soc, • ₹0.25 million per month (May, 2027 – April, 2028)
Rahanal, Bhiwandi,
Thane, Maharashtra,
India
Godown No. 9, Bldg 1,200.00 Leased from: Khan Sarfaraz Shoyaib No
No. L, Ground floor, Tenure: Three years
Swagat Complex Monthly lease rent:
Warehouse
Phase II, Rahanal, • ₹0.02 million per month (May, 2025 – April, 2026)
Bhiwandi, Thane, • ₹0.02 million per month (May, 2026 – April, 2027)
Maharashtra, India • ₹0.02million per month (May, 2027 –April, 2028)
Godown No. H 13,044.50 Leased from: Khan Shahzad Shoyaib No
1825, Gala 101 to Tenure: Three years
107, first floor, Monthly lease rent:
Swagat Complex • ₹0.16 million per month (June, 2025 – May, 2026)
Warehouse
Phase II, Bldg N, • ₹0.16 million per month (June, 2026 – May, 2027)
Rahanal, Bhiwandi, • ₹0.17 million per month (June, 2027 – May, 2028)
Thane, Maharashtra,
India
Godown No. H, Leased from: Vora Sejal Viral No
1651/1, Gala No 3- Tenure: Three years
4, Swagat Complex Monthly lease rent:
Warehouse 5,910.00
Phase II, Rahanal, • ₹0.12 million per month (May, 2025 – April, 2026)
Bhivandi, Thane, • ₹0.12 million per month (May, 2026 – April, 2027)
Maharashtra, India • ₹0.13million per month (May, 2027 –April, 2028)
Godown No. H, Leased from: Shah Rachit Manoj No
1651/1, Gala No 2, Tenure: Three years
Swagat Complex Monthly lease rent:
Warehouse 3,270.00
Phase II, Rahanal, • ₹0.07 million per month (May, 2025 – April, 2026)
Bhivandi, Thane, • ₹0.07 million per month (May, 2026 – April, 2027)
Maharashtra, India • ₹0.07million per month (May, 2027 –April, 2028)
Godown No. H, Leased from: Shah Manoj Ramniklal No
Warehouse 1651/1, Swagat 3,270.00 Tenure: Three years
Complex Phase II, Monthly lease rent:
209Purpose Location Area Details of Lease Arrangements Whether a
Related
Party
Transaction
or not
(square (Yes/ No)
feet)
Rahanal, Bhivandi, • ₹0.07 million per month (May, 2025 – April, 2026)
Thane, Maharashtra, • ₹0.07 million per month (May, 2026 – April, 2027)
India • ₹0.07 million per month (May, 2027 –April, 2028)
Gloirio Decor Private Limited
701, 702, 703, 7th 3,851.00 Leased from Rubi Ventures Private Limited No
Floor, S S House, Tenure: Four years
Nehru Road, Town Monthly lease rent: ₹0.20 million per month
Registered
Planning Scheme,
Office
Vile Parle East,
Mumbai – 400 057,
Maharashtra, India
12,656.00 Leased from Prakash Suresh Rita HUF Yes
Gala No. 7, 8, First,
Tenure: Five years
Second, Third
Monthly lease rent:
Floors, Mouji,
• ₹0.23 million per month (July, 2024 – June, 2025)
Warehouse Rahanal Village,
• ₹0.25 million per month (July, 2025 – June, 2026)
Bhiwandi, Thane –
• ₹0.26 million per month (July, 2026 – June, 2027)
421 302,
• ₹0.27 million per month (July, 2027 – June, 2028)
Maharashtra, India
• ₹0.28 million per month (July, 2028 –June, 2029)
Building No. 3, Gala 12,656.00 Leased from Pratik Gunwantraj Singhvi HUF, Promoter Yes
No. 1, 2, Ground, Tenure: Five years
First, Second, Third Monthly lease rent:
Floors, Mouji, • ₹0.23 million per month (July, 2024 – June, 2025)
Warehouse
Rahanal Village, • ₹0.25 million per month (July, 2025 – June, 2026)
Bhiwandi, Thane – • ₹0.26 million per month (July, 2026 – June, 2027)
421 302, • ₹0.27 million per month (July, 2027 – June, 2028)
Maharashtra, India • ₹0.28 million per month (July, 2028 –June, 2029)
Building No. 3, Gala 12,656.00 Leased from Jai Gunwantraj Singhvi HUF, Promoter Yes
No. 3, 4, Ground, Tenure: Five years
First, Second, Third Monthly lease rent:
Floors, Mouji, • ₹0.23 million per month (July, 2024 – June, 2025)
Warehouse
Rahanal Village, • ₹0.25 million per month (July, 2025 – June, 2026)
Bhiwandi, Thane – • ₹0.26 million per month (July, 2026 – June, 2027)
421 302, • ₹0.27 million per month (July, 2027 – June, 2028)
Maharashtra, India • ₹0.28 million per month (July, 2028 –June, 2029)
12,656.00 Leased from Suresh Panchalal Rita HUF Yes
Gala No. 5, 6, First,
Tenure: Five years
Second, Third
Monthly lease rent:
Floors, Mouji,
• ₹0.23 million per month (July, 2024 – June, 2025)
Warehouse Rahanal Village,
• ₹0.25 million per month (July, 2025 – June, 2026)
Bhiwandi, Thane –
• ₹0.26 million per month (July, 2026 – June, 2027)
421 302,
• ₹0.27 million per month (July, 2027 – June, 2028)
Maharashtra, India
• ₹0.28 million per month (July, 2028 –June, 2029)
Godown No R2 B1, 3,470.00 Leased from: Agarwal Vishal Vasudeo No
Ground floor, Tenure: Three years
Swagat Complex, Monthly lease rent:
Warehouse
Rahanal road, • ₹0.07 million per month (April, 2025 – March, 2026)
Bhiwandi, Thane, • ₹0.07 million per month (April, 2026 – March, 2027)
Maharashtra, India • ₹0.07 million per month (April, 2027 –March, 2028)
Godown No. A6, 3,400.00 Leased from: Agrawal Balram Shrinathdas No
Ground floor, Tenure: Three years
Warehouse
Swagat Complex, Monthly lease rent:
Rahanal road, • ₹0.06million per month (April, 2025 –March, 2026)
210Purpose Location Area Details of Lease Arrangements Whether a
Related
Party
Transaction
or not
(square (Yes/ No)
feet)
Bhivandi, Thane, • ₹0.06 million per month (April, 2026 – March, 2027)
Maharashtra, India • ₹0.07million per month (April, 2027 –March, 2028)
Office No. 186, 200.00 Leased from: Jain Mahavir Prakashchand No
Ground floor, Tenure: Two years
Swadeshi market, Monthly lease rent: ₹0.01 million per month
plot number
Warehouse
316/326, Kalbadevi
road, Girgaon,
Mumbai,
Maharashtra, India
Godown No. R2 B2, 3,470.00 Leased from: Agarwal Priti V No
Ground floor, Tenure: Three years
Swagat Complex, Monthly lease rent:
Warehouse
Rahanal road, • ₹0.07 million per month (April, 2025 – March, 2026)
Bhiwandi, Thane, • ₹0.07 million per month (April, 2026 – March, 2027)
Maharashtra, India • ₹0.07million per month (April, 2027 –March, 2028)
Godown No. A7, 3,400.00 Leased from: Agrawal Dongre Renu N (HUF) No
Ground floor, Tenure: Three years
Swagat Complex. Monthly lease rent:
Warehouse
Rahanal road, • ₹0.06 million per month (April, 2025 – March, 2026)
Bhivandi, Thane, • ₹0.06 million per month (April, 2026 – March, 2027)
Maharashtra, India • ₹0.07 million per month (April, 2027 –March, 2028)
* This warehouse was affected from the fire incident that occurred on April 26, 2025. As a result, our lease payments to the lessors
under the respective lease agreements have currently been paused until the completion of repairs and renovation while the
agreements remain in force. For further details, see “Risk Factors—1—On April 26, 2025, a fire incident occurred at our largest
warehouse located in Swagat Complex, Rahanal Village, Bhiwandi, Mumbai, Maharashtra, which resulted in, among other things,
destruction of our inventories amounting to ₹335.94 million. Such accidents could adversely affect our business, results of
operations and financial condition” on page 31.
All related party transactions disclosed above have been undertaken in compliance with the Companies Act and other
applicable laws.
Also see “Risk Factors—30—Our Registered and Corporate Office and some of our warehouses are situated on
properties which we have obtained through lease arrangements. Any non-renewal of such lease arrangements may
disrupt our operations and could adversely affect our business and results of operations” and “Risk Factors—9—We
enter into certain related party transactions in the ordinary course of our business and we cannot assure you that
such transactions will not adversely affect our results of operations and financial condition” on pages 52 and 37,
respectively.
Insurance
Our business is subject to various risks inherent in Decorative Wall Panels and Decorative Laminates industries such
as risk of defects in products, fire, theft, riots, strikes, explosions, loss-in-transit for our products, accidents, damage
to property and equipment and natural disasters. Our insurance coverage includes insurance of our stock and materials
stored in godowns from risks arising out of fire. The table below sets forth details of our insurance coverage as at
March 31, 2025:
S. Policy Details Nature Term Consideration Coverage (in ₹
No. paid to the million)
insurer as at
March 31,
2025
(in ₹million)
2111. Euro Pratik Sales Limited – Policy Fire 12 months from 0.99 350.00
1 November 27,
2024
2. Euro Pratik Sales Limited – Policy Fire 12 months from 0.13 40.00
2 August 31, 2024
3 Euro Pratik Sales Limited- Policy 3 Fire 12 months from 0.16 150.00
October 5, 2024
4. Euro Pratik Sales Limited – Policy Burglary 12 months from 0.01 50.00
4 December 25,
2024
5. Euro Pratik Sales Limited – Policy Fire 12 months from 0.05 50.00
5 December 25,
2024
4. Gloirio Decor Private Limited – Fire 12 months from 0.59 320.00
Policy 6 February 1, 2025
Our total insurance coverage as at March 31, 2025 was ₹960.00 million and the total consideration payable to the
Insurers under our insurance policies was ₹1.93 million. As at March 31, 2025 we had paid ₹1.93 million to the
insurers under the Insurance Policies.
Also see “Risk Factors—43—Our insurance coverage may not be adequate to protect us against all material risks”
on page 60.
Corporate Social Responsibility
We are committed to the economic social growth of the underprivileged in an equitable and sustainable manner. We
primarily focus on environmental sustainability, ethical business practices, and community engagement and
development which includes supporting local education, healthcare and social welfare programmes. To achieve the
above goals, we undertake our CSR activities in multiple ways, both independently and jointly with trusts, societies
and non-governmental organizations.
Our Board has constituted a corporate social responsibility committee (“CSR Committee”) and we have adopted a
corporate social responsibility policy (“CSR Policy”), pursuant to which we have undertaken, and continue to
undertake, CSR initiatives in order to contribute to the communities in which we participate. Our CSR activities are
primarily focused on eradicating hunger, poverty and malnutrition, providing special education and employment
enhancing skills to differently abled people and promoting healthcare. During the Fiscal 2025, 2024, and 2023, our
expenditure on CSR aggregated to ₹15.25 million, ₹10.93 million, and ₹8.05 million, respectively.Also see “Our
Management—Committees of our Board” on page 235.
212KEY REGULATIONS AND POLICIES
The following is an indicative summary of certain relevant industry specific laws, regulations and policies in India which are
applicable to our business and operations. The information available in this section has been obtained from publications available
in public domain. The description of laws and regulations set out below may not be exhaustive and is only intended to provide
general information to the investors and are neither designed nor intended to substitute for professional legal advice. The
statements below are based on the current provisions of the Indian law, which are subject to amendments or modification by
subsequent legislative actions, regulatory, administrative, quasi-judicial, or judicial decisions. Changing laws, rules and
regulations and legal uncertainties, adverse application or interpretation of corporate and tax laws, may adversely affect our
business, prospects and results of operations.
Under the provisions of various Central Government and State Government statutes and legislations, we are required to obtain
and regularly renew certain licenses or registrations and to seek statutory permissions to conduct our business and operations.
For details of such licenses and registration required to be obtained by our Company, see “Government and Other Approvals”
beginning on page 392.
A. Laws in relation to our business
The Consumer Protection Act, 2019 and rules made thereunder
The Consumer Protection Act, 2019 (the “Consumer Protection Act”), which repeals the Consumer Protection Act,
1986, was enacted with the aim to provide better protection of interests of consumers and facilitate efficient resolution
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 engaged in offline or online transactions through electronic means or by tele-
shopping or direct-selling or multi-level marketing. It further enumerates the situations where a claim for
compensation would be available for harm including, (i) damage to any property other than the product itself; (ii)
personal injury, illness or death; (iii) mental agony or emotional distress, etc. caused by a defective product
manufactured by a product manufacturer or serviced by a product service provider or sold by a product seller. The
Consumer Protection Act broadly lists down six consumer rights, which include, among others, the right to be
protected against marketing of goods products or services which are hazardous to life and property, right to be
informed about quality and standard of goods, products and services in order to protect the consumer against unfair
trade practices, right to seek redress against unfair or restrictive trade practices or unscrupulous exploitation of
consumers as well as the right to consumer awareness. The scope of unfair trade practices has been expanded to
include representations or statements by means of electronic record. The Consumer Protection Act further provides
for the establishment of consumer protection councils, a central consumer protection authority, and consumer disputes
redress commissions, and lays down scope of powers and responsibilities of all such bodies. It also provides for
mediation as an alternate dispute resolution mechanism for the resolution of consumer disputes.
The Consumer Protection Act provides for punishment of offences including non-compliance by any person with
directions of the central consumer protection authority, or for false or misleading advertisement or for offences in
relation to, among others, the manufacture, sale and storage of adulterants or spurious goods. Offences under the
Consumer Protection Act are punishable with fines as well as imprisonment.
Information Technology Act, 2000 and the rules made thereunder
The Information Technology Act, 2000 (the “IT Act”) has been enacted with the intention of providing legal
recognition to transactions that are undertaken electronically. The IT Act facilitates electronic commerce by
recognizing contracts concluded through electronic means, protects intermediaries in respect of third party information
made available to or hosted by them and creates liability for failure to protect sensitive personal data. The IT Act has
created a mechanism for authenticating electronic documentation by means of digital signatures, and provides for civil
and criminal liability including fines and imprisonment for various offences. By means of an amendment in 2008, the
IT Act legalized the validity of contracts formed through electronic means. The IT Act prescribes various offences,
including those offences relating to unauthorized access of computer systems, unauthorized disclosure of confidential
information and frauds emanating from computer applications.
213Digital Personal Data Protection Act, 2023
The Digital Personal Data Protection Act, 2023 (the “DPDP Act”) was notified on August 11, 2023 and had not come
into effect. It replaces the existing data protection provision, as contained in Section 43A of the IT Act. The DPDP
Act shall come into force on such date as the Central Government may, by notification in the Official Gazette, appoint
and different dates may be appointed for different provisions of the DPDP Act. The DPDP Act seeks to balance the
rights of individuals to protect their digital personal data with the need to process personal data for lawful and other
incidental purposes. The DPDP Act provides that personal data may be processed only for a lawful purpose after
obtaining the consent of the individual. A notice must be given before seeking consent, except in case of legitimate
uses as provided under the DPDP Act. 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) intimate 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. The DPDP Act imposes certain additional obligations on a significant data fiduciary, such as appointment
of a data protection officer, appointment of an independent data auditor and undertaking of other measures namely,
periodic data protection impact assessment, periodic audit and such other measures as may be prescribed under the
DPDP Act.
Bureau of Indian Standards Act, 2016
The Bureau of Indian Standards Act, 2016 (the “BIS Act”) provides for the establishment of the Bureau of Indian
Standards (the “BIS”) for the harmonious development of the activities of standardisation, conformity assessment and
quality assurance of goods, articles, processes, systems and services. The BIS Act for the functions of the BIS which
includes, among others, (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) undertake testing of samples
for purposes other than for conformity assessment and (d) undertake activities related to legal metrology. The BIS Act
empowers the Central Government in consultation with the BIS to order compulsory use of standard mark for any
goods or process if it finds it expedient to do so in public interest. The BIS Act also provides the penalties in case
there is a contravention of the provisions of the BIS Act.
B. Laws relating to intellectual property
The Trademarks Act, 1999 (“Trademarks Act”) and Trademark Rules, 2017 (“Trademarks Rules”), the Copyright
Act, 1957 (“Copyright Act”), and the Patents Act, 1970 (“Patents Act”), are the three main statutes governing
intellectual property protection in India.
Trademarks Act
The Trademarks Act provides for the application and registration of trademarks in India. The purpose of the
Trademarks Act is to register trademarks applied for in India and to provide for better protection of trademark for
goods and services and also to prevent fraudulent use of the mark. Application for the registration of trademarks has
to be made to 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 of intention to use a trademark in
the future. The Trademarks Act prohibits any registration of deceptively similar trademarks or chemical compound
among others. It also provides for penalties for infringement, falsifying and falsely applying trademarks and using
them to cause confusion among the public.
C. Laws relating to Environment
The three major statutes in India which seek to regulate and protect the environment against pollution related activities
in India are the Water (Prevention and Control of Pollution) Act 1974, the Air (Prevention and Control of Pollution)
Act, 1981 and the Environment Protection Act, 1986, each as amended from time to time.
D. Laws relating to Employment
Our operations are subject to compliance with certain additional labour and employment laws in India. These include,
but are not limited to, the following:
• Relevant state specific shops and commercial establishment legislations;
214• Contract Labour (Regulation and Abolition) Act, 1970;
• Employee’s Compensation Act, 1923;
• Employees’ Provident Funds and Miscellaneous Provisions Act, 1952;
• Employees’ State Insurance Act, 1948;
• Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959;
• Equal Remuneration Act, 1976;
• Industrial Disputes Act, 1947;
• Minimum Wages Act, 1948;
• Payment of Bonus Act, 1965;
• Payment of Gratuity Act, 1972;
• Payment of Wages Act, 1936;
• Child Labour (Prohibition and Regulation) Act, 1986;
• Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;
• Maternity Benefit Act, 1961;
• Trade Unions Act, 1926;
• Occupational Safety, Health and Working Conditions Code, 2020(1);
• Code on Social Security, 2020(2);
• Industrial Relations Code, 2020(3); and
• Code on Wages, 2019(4).
________________
(1) The Occupational Safety, Health and Working Conditions Code, 2020 (enacted by the Parliament of India and assented to by
the President of India) will come into force on such date as may be notified in the official gazette by the Central Government
and different dates may be appointed for different provisions of the Occupational Safety, Health and Working Conditions
Code, 2020. Once effective, it will subsume, inter alia, the Factories Act, 1948, the Inter-State Migrant Workmen (Regulation
of Employment and Conditions of Service) Act, 1979, the Building and Other Construction Workers (Regulation of
Employment and Conditions of Service) Act, 1996 and the Contract Labour (Regulation & Abolition) Act, 1970.
(2) The Government of India enacted ‘The Code on Social Security, 2020’ which received the assent of the President of India.
The provisions of this code will be brought into force on a date to be notified by the Central Government, with certain of the
provisions thereunder notified already. The code proposes to subsume, inter alia, 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 and the Payment of Gratuity Act, 1972. The Ministry of Labour and Employment, Government of
India has notified the draft rules relating to Employee’s Compensation under the Code on Social Security, 2020 on June 3,
2021, inviting objections and suggestions, if any, from the stakeholders. Further, draft rules under the Code on Social Security,
2020 were notified on November 13, 2020. The draft rules propose to subsume, inter alia, the Employees’ State Insurance
(Central) Rules, 1950 and the Payment of Gratuity (Central) Rules, 1972. Pursuant to notifications dated May 3, 2023, certain
provisions of the Code on Social Security, 2020 have been brought into force.
(3) The Industrial Relations Code, 2020 received the assent of the President of India on September 28, 2020, and it proposes to
subsume 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 will be brought into force on a date to be notified by
the Central Government.
(4) The Government of India enacted ‘The Code on Wages, 2019’ which received the assent of the President of India. The code
proposes to subsume the Equal Remuneration Act, 1976, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and
the Payment of Wages Act, 1936. The provisions of this code will be brought into force on a date to be notified by the Central
Government, with certain of the provisions thereunder notified already. In pursuance of the code, the Code on Wages (Central
Advisory Board) Rules, 2021 have been notified, which prescribe, inter alia, the constitution and functions of the Central
Advisory Board set up under the Code on Wages, 2019.
215E. Foreign Ownership of Indian Securities
Foreign Investment in India
The foreign investment in India is governed, among others, by the Foreign Exchange Management Act, 1999, the
Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (“FEMA Rules”) and the FDI Policy issued by
the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of
India (earlier known as the Department of Industrial Policy and Promotion) (“FDI Policy”), each as amended. Further,
the Reserve Bank of India has enacted the Foreign Exchange Management (Mode of Payment and Reporting of Non-
Debt Instruments) Regulations, 2019 on October 17, 2019, which regulates mode of payment and remittance of sale
proceeds, among others.
The FDI Policy and the FEMA Rules prescribe inter alia the method of calculation of total foreign investment (i.e.,
direct foreign investment and indirect foreign investment) in an Indian company. The FDI Policy and the FEMA Rules
include restrictions on pricing, issue, transfer, valuation of shares and sources of funding for such investments, and
require prior notice to or approval of the Government of India in certain cases.
The Foreign Trade (Development and Regulation) Act, 1992
Foreign Trade (Development and Regulation) Act, 1992 (the “Foreign Trade Act”) empowers the Government of
India to: (a) make provisions for development and regulation of foreign trade; (b) prohibit, restrict or otherwise
regulate exports and imports; (c) formulate a foreign trade policy; and (d) appoint a Director General of Foreign Trade
for the purpose of administering foreign trade and advising the Central Government in formulating and implementing
the foreign trade policy. The Foreign Trade Act mandates that every importer and exporter shall obtain an ‘importer
exporter code number’ from the Director General of Foreign Trade or from any other duly authorized officer.
F. Other laws
In addition to the above, our Company is also required to comply with other applicable laws and regulations imposed
by the central and state governments and other authorities for its day-to-day operations, including the Companies Act
and rules framed thereunder, municipal laws and fire safety laws, to the extent applicable. Our Company is also
amenable direct and indirect tax-related legislations, property laws, and other applicable laws.
(Remainder of this page has been intentionally left blank)
216HISTORY AND CERTAIN CORPORATE MATTERS
Brief History of our Company
Our Company was incorporated as ‘Better Life Mission Multitrade Private Limited’ as a private limited company at
Mumbai under the Companies Act, 1956 pursuant to a certificate of incorporation dated January 19, 2010 issued by
the RoC. Subsequently, the name of our Company was changed to ‘Euro Pratik Sales Private Limited’ pursuant to a
Board resolution dated April 10, 2017 and a special resolution adopted by our Shareholders in the EGM held on April
14, 2017, and a fresh certificate of incorporation consequent upon change of name was issued to our Company by the
RoC on May 2, 2017. Our Company was then converted into a public limited company under the Companies Act
pursuant to a Board resolution dated August 12, 2024 and a special resolution adopted by our Shareholders in the
EGM held on August 22, 2024, consequent to which, the name of our Company was changed to ‘Euro Pratik Sales
Limited’ and a fresh certificate of incorporation, consequent upon change of name, was issued to our Company by the
Registrar of Companies, Central Processing Centre on October 11, 2024.
Changes in Registered Office
The registered office of our Company is currently situated at 601-602, 6th Floor, Peninsula Heights, C.D. Barfiwala
Lane, Andheri (West), Mumbai City, Mumbai – 400 058, Maharashtra, India.
There has been no change in the registered office of our Company since its incorporation other than as set forth below.
Date of change of From To Reasons for
registered office change
February 21, 2011 A/201, Ambika Darshan, Chitabhai 2nd Floor, 315 Kalbadevi Road, Mumbai Administrative
Patel Road, Kandivali (East), Mumbai – 400 002, Maharashtra, India. efficiency
–400101, Maharashra, India
May 1, 2017 2nd Floor, 315 Kalbadevi Road, B/101, Universal Paradise, Nanda Patkar Administrative
Mumbai – 400 002, Maharashtra, Road, Vile Parle (East), Mumbai – 400 efficiency
India 057, Maharashtra, India.
January 11, 2019 B/101, Universal Paradise, Nanda 601-602, 6th Floor, Peninsula Heights, Administrative
Patkar Road, Vile Parle (East), C.D. Barfiwala Lane, Andheri (West), efficiency
Mumbai – 400 057, Maharashtra, Mumbai City, Mumbai – 400 058,
India to Maharashtra, India.
Main Object of our Company
The main object of our Company contained in the Memorandum of Association is as disclosed below.
1. “To carry on the business as importers, exporters, producers, manufacturers of and dealers, wholesalers,
retailers, commission agents in polystyrene panels, interior mouldings, PVC & acrylic plastic sheets, cork
products, fiber cement & allied products, wall papers, plywood, decorative plywood, commercial plywood,
plywood boards, veneer, decorative veneer, commercial veneered boards, veneers paper board, block board,
teak wood, teak boards, teak plywood, hardboard, paste board, card board, straw board, pulp board,
laminates of all kinds including metallic and other types and kinds of laminates, timber, timber logs, lumbers
and woods of all kinds and/or any products of timber and wood and/or all kinds of furniture, furniture
accessories, hardware's and articles of all kinds made up of metals, timber, plastics and other materials,
floorings of wooden and/or plastics and other types of floorings and any other product used in decorative
segment for exterior and interior use.”
The objects clause as contained in the Memorandum of Association enables our Company to carry on the business
presently being carried out.
217Amendments to the Memorandum of Association in last 10 years
The amendments to the Memorandum of Association of our Company in the 10 years immediately preceding the date
of this Red Herring Prospectus are as set forth below.
Date of Amendment/
Shareholders’ Nature of Amendment
Resolution
The name “Better Life Mission Multitrade Private Limited” wherever it appeared in the Memorandum
of Association was substituted with “Euro Pratik Sales Private Limited”.
Our main object set out in Clause III (A) of the Memorandum of Association was replaced to include
the following:
“1. To carry on the business as importers, exporters, producers, manufacturers of and dealers,
wholesalers, retailers, commission agents in polystyrene panels, interior mouldings, PVC & acrylic
plastic sheets, cork products, fibre cement & allied products, wall papers, plywood, decorative
April 14, 2017
plywood, commercial plywood, plywood boards, veneer, decorative veneer, commercial veneered
boards, veneers paper board, block board, teak wood, teak boards, teak plywood, hardboard, paste
board, card board, straw board, pulp board, laminates of all kinds including metallic and other types
and kinds of laminates, timber, timber logs, lumbers and woods of all kinds and/or any products of
timber and wood and/or all kinds of furniture, furniture accessories, hardware's and articles of all
kinds made up of metals, timber, plastics and other materials, floorings of wooden and/or plastics and
other types of floorings and any other product used in decorative segment for exterior and interior
use.”
Clause V of the Memorandum of Association was amended to reflect the increase of the authorized
September 28, 2017 share capital of our Company from ₹100,000 divided into 10,000 equity shares of face value ₹10 each
into ₹5,000,000 divided into 500,000 equity shares of face value ₹10 each.
Clause V of the Memorandum of Association was amended to reflect the increase of the authorized
January 19, 2019 share capital of our Company from ₹5,000,000 divided into 500,000 equity shares of face value ₹10
each into ₹7,500,000 divided into 750,000 equity shares of face value ₹10 each.
The following sub-clauses were added to our incidental objects set out in Clause III(B) of the
Memorandum of Association:
“48. To carry on the business of trading in agricultural products, metals including precious metals
precious stones. diamonds, petroleum and energy products and all other commodities and securities
in spot markets and in futures and all kinds of derivatives of all the above commodities and securities.
49. To carry on business as brokers, sub brokers market makers, arbitrageurs, investors and/or hedgers
in agricultural products, metals including precious metals, precious stones, diamonds, petroleum and
September 20, 2022 energy products and all other commodities and securities, in spot markets and in futures and all kinds
of derivatives of all the above commodities and securities permitted under the laws of India.
50. To become members and participate in trading settlement and other activities of commodity
exchanges in India (including national multi-commodity exchange/s) facilitating for itself or for
clients trades and clearing/settlement of trades in spots in futures and in derivatives of all the above
commodities permitted under the laws of India.”
Further, Clause III (C) of the Memorandum of Association was altered and re-numbered as Clause
No. 51 to 104 instead of Clause No. 48 to 101 in continuation of Clause III (B).
Clause V of the Memorandum of Association was amended to reflect the increase of the authorized
December 8, 2023 share capital of our Company from into ₹75,00,000 divided into 750,000 equity shares of face value
₹10 each into ₹20,500,000 divided into 2,050,000 equity shares of face value ₹10 each.
Clause V of the Memorandum of Association was amended to reflect the increase of the authorized
April 2, 2024 share capital of our Company from 2,05,00,000 divided into 20,50,000 equity shares of face value
₹10 each into ₹200,000,000 divided into 20,000,000 equity shares of face value ₹10
In order to align with the provisions of the Companies Act, 2013, our incidental or ancillary objects
set out in Clause III (C) of the Memorandum of Association were omitted.
August 22, 2024 Clause I of the Memorandum of Association was amended to reflect the change in the name of our
Company from ‘Euro Pratik Sales Private Limited’ to ‘Euro Pratik Sales Limited’ pursuant to
conversion into a public limited company.
218Date of Amendment/
Shareholders’ Nature of Amendment
Resolution
Clause V of the Memorandum of Association was amended to reflect the sub-division of the
authorized share capital of our company from ₹200,000,000 divided into 20,000,000 equity shares of
face value ₹10 each into ₹200,000,000 divided into 200,000,000 equity shares of face value ₹1 each
Major Events
Set forth below are some of the major events in the history of our Company.
Calendar
Event
Year
2010 Incorporated under the name of ‘Better Life Mission Multitrade Private Limited’
2017 Started wall panels operations
2023 Expansion of business to the United Statesby incorporating our subsidiary Euro PratikC CorpInc.
Incorporation of our Subsidiary, Gloirio Decor Private Limited
Acquisition of business of Vougue Decor by our Subsidiary, Gloirio Decor Private Limited
Acquisition of business of Millenium Decor by our Company
Acquisition of business of Euro Pratik Laminate LLP by our Company
2024
Acquisition of controlling interest in Europratik Intex LLP by our Company
Expansion of business to UAE by incorporating our subsidiary Euro Pratik Trade FZCO, UAE
Expansion of business to Europeby incorporating our subsidiary,Euro Pratik EUd.o.o., Croatia
Our Company was converted into a public limited company.
2025 Expansion of businessinto new products by formationof Euro Pratik Star LLP
Expansion of businessinto new products by formationof Euro Pratik Craft LLP
Key Awards, Accreditations and Recognitions
Set forth below are some of the awards, accreditations, certifications and recognitions received by us.
Calendar Awards and Accreditations
Year
Our Company received a certificate of appreciation at the ICE India Coverings Expo from ICE Exhibition &
2019
Conferences for ‘New Product of the Year-2019’ forLouvers (PS Panels)’
Our Company received a certificate of appreciation at the ICE India Coverings Expo from ICE Exhibitions
2021
and Conferencesfor ‘Most Engaging & Innovative Product of the Year’for’Auris Wall Panel’
Our Company received a certificate of appreciation at the ICE India Coverings Expo from ICE Exhibitions
2022
and Conferences for ‘Innovative Product of the Year –Chisel PS Panel’
Other Details Regarding our Company
Significant Financial and Strategic Partners
Our Company does not have any financial and strategic partners as at the date of this Red Herring Prospectus.
Defaults or Rescheduling of Borrowings from Financial Institutions/Banks
No defaults or rescheduling/restructuring have occurred in relation to any borrowings availed by our Company from
any financial institutions or banks.
Time and Cost Overruns
Our Company has not experienced any instances of time and cost overruns in respect of our business operations, as at
the date of this Red Herring Prospectus, except in the ordinary course of business.
Introduction of key products or services, entry into new geographies or exit from existing markets, capacity/ facility
creation or location of plants
For details of key products introduced by our Company, entry into new geographies or exit from existing markets to
the extent applicable, see “Our Business—Description of our Business—Our Products” and “—Major events” on
pages 193 and 219, respectively.
219Details regarding Material Acquisitions or Divestments of Business/ Undertakings, Mergers, Amalgamation,
any Revaluation of Assets, etc. in the last 10 Years
Except as disclosed below, our Company has not made any material acquisitions or divestments of any
business/undertaking, and has not undertaken any merger, amalgamation or any revaluation of assets in the 10 years
preceding the date of this Red Herring Prospectus.
Acquisition of business of Vougue Decor
Our Subsidiary, Gloirio Decor Private Limited, entered into a business transfer agreement dated June 18, 2024 with
Vougue Decor, a partnership firm (the “Vougue Decor BTA”). Under the terms of the Vougue Decor BTA, Vougue
Decor through its partners, namely Jai Gunvantraj Singhvi (one of our Promoters, and Executive Director and Chief
Financial Officer) and Prakash Suresh Rita (member of our Senior Management), transferred the entire decorative
panel business of Vougue Decor on a going concern basis to our Subsidiary, Gloirio Decor Private Limited, in a slump
sale, which included its movable assets, book debts, all liabilities, technical information, among others, for a
consideration of ₹352.16 million. In this regard, a valuation report dated August 25, 2024 has been obtained from
Rajesh Mundra, Chartered Accountants, a registered valuer. This valuation report has been included as a material
document for inspection by the public in the section “Material Contracts and Documents for Inspection” on page 472.
Acquisition of business of Millenium Decor
Our Company entered into a business transfer agreement dated May 28, 2024 with Millenium Decor, a partnership
firm (the “Millenium Decor BTA”). Under the terms of the Millenium Decor BTA, Millenium Decor through its
partners, namely Pratik Gunvantraj Singhvi (one of our Promoters, and Chairman and Managing Director), Seemant
Hemkumar Sacheti and Abhinav Sacheti (our Executive Director)transferred the entire decorative panel business of
Millenium decor on a going concern basis to our Company in a slump sale, which included its movable assets, book
debts, all liabilities, technical information, among others, for a consideration of ₹127.85 million. In this regard, a
valuation report dated August 25, 2024 has been obtained from Rajesh Mundra, Chartered Accountants, a registered
valuer. This valuation report has been included as a material document for inspection by the public in the section
“Material Contracts and Documents for Inspection” on page 472.
Acquisition of business of Euro Pratik Laminate LLP
Our Company entered into a business transfer agreement dated May 2, 2024 with Euro Pratik Laminate LLP, a limited
liability partnership (the “Euro Pratik Laminate BTA”). Under the terms of the Euro Pratik Laminate BTA, Euro
Pratik Laminate LLP through its partners, namely Pratik Gunvantraj Singhvi (one of our Promoters, and Chairman
and Managing Director), Jai Gunvantraj Singhvi (one of our Promoters, and Executive Director and Chief Financial
Officer), Kulmeet Sarup Saggu (member of our Senior Management) and Nidhi Seemant Sacheti (member of our
Promoter Group), transferred the entire decorative panel business of Euro Pratik Laminate LLP on a going concern
basis to our Company in a slump sale, which included its movable assets, book debts, all liabilities, technical
information, among others, for a consideration of ₹48.47 million. In this regard, a valuation report dated August 25,
2024 has been obtained from Rajesh Mundra, Chartered Accountants, a registered valuer. This valuation report has
been included as a material document for inspection by the public in the section “Material Contracts and Documents
for Inspection” on page 472.
Acquisition of controlling interest in Europratik Intex LLP
Our Company entered into a supplementary limited liability partnership agreement with Amit Dhannalal Jalan, Vedant
Jalan (both the continuing partners of Europratik Intex LLP and members of our Senior Management) and Jai
Gunvantraj Singhvi (retiring partner of Europratik Intex LLP and one of our Promoters, and Executive Director and
Chief Financial Officer) dated August 12, 2024 (the “Supplementary LLP Agreement”). Under the terms of the
Supplementary LLP Agreement, our Company has been admitted as a partner, with a capital contribution of ₹26,500,
constituting 53.00% of the share in profit and loss of Europratik Intex LLP. Europtatik Intex LLP is engaged in
business of, among other things, acting as importers, exporters, traders in market items/ products of interior decoration
/ finishing, tiles, carpets, panel rods, laminates, plywood doors.
220Acquisition of controlling interest in Euro Pratik USA, LLC
Our Subsidiary, Euro Patik C Corp Inc. entered into an amended and restated operating agreement with K2 Marketing,
LLC and Eola Builders, LLC on June 24, 2024 (the “Amended and Restated Operating Agreement”). Under the
terms of the Amended and Restated Operating Agreement, Euro Pratik C Corp Inc. was admitted as an incoming
member, with an initial capital contribution of $50.10, constituting 50.10% of the share in profit and loss of Euro
Pratik USA, LLC.
Holding Company, Associates and Joint Ventures
As at the date of this Red Herring Prospectus, our Company does not have a holding company, associates and joint
ventures.
Subsidiaries
As at the date of this Red Herring Prospectus, our Company has the following subsidiaries:
I. Subsidiaries incorporated in India
Gloirio Decor Private Limited
Corporate Information
Gloirio Decor Private Limited was incorporated on June 14, 2024 under the Companies Act, 2013 and is authorized
under the provisions of its memorandum of association to engage in the business of, among other things, polystyrene
panels, interior mouldings, PVC and acrylic plastic sheets, decorative plywood, commercial plywood, plywood
boards, veneer, decorative veneer, commercial veneered boards, veneer paper board, block board, teak wood.
Capital Structure
The authorized share capital of Gloirio Decor Private Limited is ₹1,500,000 divided into 150,000 equity shares of ₹10
each. The issued, subscribed and paid-up share capital of Gloirio Decor Private Limited is ₹100,000 divided into
10,000 equity shares of ₹10 each.
Shareholding Pattern
The shareholding pattern of Gloirio Decor Private Limited is as follows:
Percentage of total shareholding
S. No. Name of shareholder No. of equity shares of face value ₹10 each
(%)
1. Euro Pratik Sales Limited 9,999 99.99
2. Jai Gunvantraj Singhvi* 1 Negligible
Total 10,000 100.00
_______
*Nominee of our Company
Financial Information
Particulars As at and for the Financial Year ended March 31,
2025 2024 2023
(₹ million, except per share data)
Equity share capital 0.01 - -
Net worth 164.85 - -
Total revenue from operations 860.84 - -
Restated Profit for the year 164.75 - -
Earnings per equity share –Basic (₹/ share) 16,474.84 - -
Earnings per equity share –Diluted (₹/ share) 16,474.84 - -
Net asset value per Equity Share 16,485.84 - -
Total Borrowings 540.20 - -
_______
Gloirio Decor Private Limited was incorporated on June 14, 2024.
221II. Subsidiaries incorporated outside India
1. Euro Pratik Trade FZCO, UAE
Corporate Information
Euro Pratik Trade FZCO was incorporated as a subsidiary company under the DIEZA Implementing Regulations 2023
on February 2, 2024. It is engaged in the business of management consultancies, doors, windows and other plastic
building products, trade decoration materials and partitions trading wall decor.
Capital Structure
The authorized share capital of Euro Pratik Trade FZCO is AED 50,000 divided into 50 ordinary shares of a nominal
or par value of AED 1,000 each. The issued, subscribed and paid-up share capital of Euro Pratik Trade FZCO is AED
50,000 divided into 50 ordinary shares of AED 1,000 each. Our Company has subscribed to 50 equity shares of AED
1,000 each (aggregating to ₹1.15 million) of Euro Pratik Trade FZCO, UAE during Fiscal 2024 towards the initial
subscription in order to incorporate Euro Pratik Trade FZCO in UAE and the relevant payment of ₹1.15 million has
been made during Fiscal 2025.
Shareholding Pattern
The shareholding pattern of Euro Pratik Trade FZCO, UAE is as follows:
No. of equity shares of face value AED Percentage of total shareholding
S. No. Name of shareholder
1,000 each (%)
1. Euro Pratik Sales Limited 50 100.00
Total 50 100.00
Financial Information
Particulars As at and for the Financial Year ended March 31,
2025 2024 2023
(₹ million, except per share data)
Equity share capital 1.15 - -
Net worth 7.42 - -
Total revenue from operations 46.22 - -
Restated Profit for the year 7.32 - -
Earnings per equity share –Basic (₹/ share) 146,400 - -
Earnings per equity share –Diluted (₹/ share) 146,400 - -
Net asset value per Equity Share 148,400 - -
Total Borrowings 148,400 - -
_______
Euro Pratik Trade FZCO, UAE was incorporated on February 2, 2024.
2. Euro Pratik C Corp Inc.
Corporate Information
Euro Pratik C Corp Inc. was incorporated as a corporation under the Delaware General Corporation Law on July 13,
2023 and is engaged in the business of wall panels.
Capital Structure
The authorized share capital of Euro Pratik C Corp Inc. is USD 357,140 divided into 3,571,400 ordinary shares of
USD 0.10 each. The issued, subscribed and paid-up share capital of Euro Pratik C Corp Inc. is USD 357,140 divided
into 3,571,400 ordinary shares of USD 0.10 each.
Shareholding Pattern
The shareholding pattern of Euro Pratik C Corp Inc. is as follows:
222Percentage of total shareholding
S. No. Name of shareholder No. of ordinary shares of USD 0.10 each
(%)
1. Euro Pratik Sales Limited 3,000,000 84.00
2. Mehmaa Saggu 571,400 16.00
Total 3,571,400 100.00
Financial Information
Particulars As at and for the Financial Year ended March 31,
2025 2024 2023
(₹ million, except per share data)
Equity share capital 31.77 20.82 -
Net worth 14.15 20.65 -
Total revenue from operations - - -
Restated Profit for the year (0.08) (0.19) -
Earnings per equity share –Basic (₹/ share) (3.49) (0.08) -
Earnings per equity share –Diluted (₹/ share) (3.49) (0.08) -
Net asset value per Equity Share 3.72 8.26 -
Total Borrowings - - -
_______
Euro Pratik C Corp Inc. was incorporated on June 13, 2023.
III. Step-Down Subsidiaries
1. Euro Pratik EU d.o.o., Croatia
Corporate Information
Euro Pratik EU d.o.o., Croatia was incorporated as a limited liability company under Commercial court in Pazin on
July 12, 2024 and is engaged in the business of wall panels, wholesale trade in wood, building materials as authorized
under the objects clause of its memorandum of association.
Capital Structure
The members capital of Euro Pratik EU d.o.o., Croatia is Euro 3,000.
Ownership Pattern
The ownership pattern of Euro Pratik EU d.o.o., Croatia is as follows:
Amount of Contribution Percentage of total ownership
S. No. Name of member
(Euro) (%)
1. Euro Pratik Trade FZCO, United Arab Emirates 1,510 50.10
2. Kay2 Marketing FZCO, United Arab Emirates 890 29.90
3. Igor Popovic 600 20.00
Total 3,000 100.00
Financial Information
Particulars As at and for the Financial Year ended March 31,
2025 2024 2023
(₹ million, except per share data)
Equity share capital - - -
Net worth - - -
Total revenue from operations - - -
Restated Profit for the year - - -
Earnings per equity share –Basic (₹/ share) - - -
Earnings per equity share –Diluted (₹/ share) - - -
Net asset value per Equity Share - - -
Total Borrowings - - -
_______
223Euro Pratik EU d.o.o., Croatia was incorporated on July 12, 2024.
2. Euro Pratik USA, LLC
Corporate Information
Euro Pratik USA, LLC was incorporated as a limited liability company under the laws of the state of Florida on July
3, 2023 and is authorized under the objects clause of its memorandum of association to engage in the business of wall
decor, louvers, designer laminates and other furniture materials.
Capital Structure
The members’ contribution of Euro Pratik USA, LLC is USD100.
Ownership Pattern
The ownership pattern of Euro Pratik USA, LLC is as follows:
Percentage of total ownership
S. No. Name of member Members’ capital of USD1 each
(%)
1. Euro Pratik C Corp Inc 50.10 50.10
2. K 2 Marketing LLC 34.90 34.90
3. Eola Builders LLC 15.00 15.00
Total 100.00 100.00
Financial Information
Particulars As at and for the Financial Year ended March 31,
2025 2024 2023
(₹ million, except per share data)
Members capital 0.01 0.01 -
Net worth (0.35) (0.07) -
Total revenue from operations 26.95 8.92 -
Restated Profit for the year (26.36) (10.72) -
Net asset value per Equity Share - - -
Total Borrowings 25.57 31.49 -
_______
Euro Pratik USA, LLC was incorporated on July 3, 2023.
Accumulated profits or losses
As at the date of this Red Herring Prospectus, there are no accumulated profits or losses by our Subsidiaries, which
are not accounted for by our Company.
Common Pursuits
Our Subsidiaries are in similar line of business as our Company and accordingly there are certain common pursuits
between our Subsidiaries and our Company. However, as the result of such common pursuits, there is no conflict of
interest between our Subsidiaries and our Company, as their business is synergistic with the business of our Company.
Business interest between our Company and our Subsidiaries
Except as stated in “Our Business” and “Financial Information” on pages 178 and 251, our Subsidiaries do not have
any business interest in our Company.
Other Confirmations
Our Subsidiaries are not listed on any stock exchange in India or abroad. Further, neither have the Subsidiaries been
refused listing in the last ten years by any stock exchange in India or abroad, nor have our Subsidiaries failed to meet
the listing requirements of any stock exchange in India or abroad.
224Material Agreements
Except as disclosed below, there are no arrangements or agreements, deeds of assignment, acquisition agreements,
shareholders’ agreements, inter se agreements, any agreements between our Company, our Promoters and
Shareholders, agreements of like nature or agreements comprising any clauses/ covenants in relation to the securities
of our Company which are material to our Company, and which are required to be disclosed, or the non-disclosure of
which may have a bearing on the investment decision of prospective investors in the Offer. Further, there are no
clauses/ covenants that are adverse or prejudicial to the interest of the minority and public shareholders of our
Company, or which may have a bearing on any investment decision.
As at the date of this Red Herring Prospectus, none of our Promoters, Key Management Personnel, Senior
Management, Directors or any other employee of our Company have entered into an agreement, 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 the dealings of the securities of our Company.
Further, as on the date of this Red Herring Prospectus, there are no agreements with our Shareholders, our Promoters,
members of our Promoter Group, our related parties, our Directors, our Key Managerial Personnel, our employees or
our Subsidiaries’ employees, entered into among themselves or with our Company or with a third party, solely or
jointly, which either directly or indirectly or potentially or whose purpose and effect is to, impact the management or
control of our Company or impose any restriction or create any liability upon our Company.
As on the date of this Red Herring Prospectus, there are no agreements entered into by our Company pertaining to the
primary and secondary transactions of securities of the Company.
Registered user agreement dated September 2, 2024 between our Company and one of our Promoters, Pratik
Gunvantraj Singhvi
Pursuant to the registered user agreement dated September 2, 2024 between our Company and one of our Promoters,
Pratik Gunvantraj Singhvi (the “Registered User Agreement”), one of our Promoters and our Chairman and
Managing Director, Pratik Gunvantraj Singhvi, has granted an exclusive, perpetual, non-assignable right to our
Company and our Subsidiaries (including the right to sub-license to our associates, joint ventures, sub-contractors
and/or suppliers) to use the trademarks set forth below in relation to our business which includes various wall panels,
wall claddings, products used in interior and exterior decorative segment, in India or outside (together, the
“Trademarks”) in consideration for a one-time non-refundable fee of ₹0.10 million.
S. No. Trademark Registration number Type of trademark Class
1. Euro Pratik (Device of Flower) An Opus of Products 2361018 Device Mark Class 19
2. Euro Pratik (Device of Flower) 2361019 Device Mark Class 17
Our Company is permitted to (i) use the Trademarks in connection with any goods or services other than as described
in the certificates of registration of Trademarks for each of the Trademarks; (ii) grant sub-licenses in respect of the
Trademarks to our associates, joint ventures, sub-contractors and/or suppliers, as may be required in connection with
our business and as may be considered expedient by our board of directors; and (iii) grant sub-licenses in respect of
the Trademarks to third parties (other than to our subsidiaries, joint ventures, associates, sub-contractors and/or
suppliers), only with prior approval of our Company’s board of directors and after prior consultation with Pratik
Gunvantraj Singhvi.
Also see “Risk Factors—12—We do not own the brand name “Euro Pratik” which is crucial for our operations. Any
failure to use, protect and leverage our “Euro Pratik” brand could materially and adversely affect our competitive
position, business, results of operations and financial condition” on page 39.
Deed of assignment dated October 3, 2024 between our Subsidiary, Gloirio Decor Private Limited and Prakash
Suresh Rita
Pursuant to the deed of assignment dated October 3, 2024 between our Subsidiary, Gloirio Decor Private Limited and
Prakash Suresh Rita (“Deed of Assignment I” or “Gloirio DoA”), Prakash Suresh Rita (a member of our Senior
Management) assigned and transferred absolutely all his present and future right, title and interest in, to, over and
upon the trademark set forth below, along with good will attached on a royalty-free, assignable, sub-licensable basis,
225absolutely, irrevocably, exclusively, perpetually and with worldwide rights to our Subsidiary, Gloirio Decor Private
Limited in consideration for a one-time, non-refundable fee of ₹0.10 million.
S. No. Trademark Registration number Type of trademark Class
1. Gloirio style your interior 3193141 Device Mark Class 19
Deed of assignment dated October 30, 2024 between our Company and our Promoter, Jai Gunvantraj Singhvi
Pursuant to the deed of assignment dated October 30, 2024 between our Company and our Promoter, Jai Gunvantraj
Singhvi (“Deed of Assignment II” or “Company DoA”), one of our Promoters and our Executive Director and Chief
Financial Officer, Jai Gunvantraj Singhvi, has assigned and transferred, irrevocably and absolutely all his present and
future right, title and interest in, to, over and upon the 14 designs set forth below, along with all goodwill attached to
each of the designs on a worldwide, assignable, licensable basis and without any limitations and disclaimers to our
Company in consideration for a one-time, non-refundable fee of ₹0.03 million.
S. No. Design No. Date Class Certificate No. Certificate Date
1 321098-001 August 28, 2019 05-06 (Plastic Moulding and Wall Panels) 81757 October 9, 2019
2 321098-006 August 28, 2019 05-06 (Plastic Moulding and Wall Panels) 81543 September 30, 2019
3 321098-007 August 28, 2019 05-06 (Plastic Moulding and Wall Panels) 81758 October 9, 2019
4 321098-008 August 28, 2019 05-06 (Plastic Moulding and Wall Panels) 81714 October 9, 2019
5 323288-001 November 4, 2019 05-06 (Wall Panels) 118447 November 17, 2022
6 323289-001 November 4, 2019 05-06 (Wall Panels) 118559 November 17, 2022
7 323290-001 November 4, 2019 05-06 (Wall Panels) 91352 September 21, 2020
8 323292-001 November 4, 2019 05-06 (Wall Panels) 118229 November 10, 2022
9 323294-001 November 4, 2019 05-06 (Wall Panels) 90868 September 3, 2020
10 323295-001 November 4, 2019 05-06 (Wall Panels) 118022 November 1, 2022
11 323296-001 November 4, 2019 05-06 (Wall Panels) 119811 December 9, 2022
12 323355-001 November 6, 2019 05-06 (Wall Panels) 118228 November 10, 2022
13 332199-001 August 21, 2020 05-06 (Wall Panels) 96202 March 2, 2021
14 320821-002 August 19, 2019 05-06 (Wall Panels) 135462 May 16, 2023
Limited Liability Partnership Agreement dated July 9, 2025, between our Company and MRM Ply Lam LLP
Our Company entered into a limited liability partnership agreement dated July 9, 2025 with MRM Ply Lam LLP
pursuant to which Euro Pratik Craft LLP was incorporated (“Euro Pratik CraftLLP Agreement”). Pursuant to the
terms of the Euro Pratik Craft LLP Agreement, our Company has made a capital contribution of ₹0.06 million,
constituting 55.00% of the total contribution in Euro Pratik Craft LLP, the remaining 45.00% of the total capital
contribution has been made by MRM Ply Lam LLP. Pursuant to the Euro Pratik Craft LLP Agreement, our Company
has granted Euro Pratik Craft LLP the right to use the brand name “Euro Pratik” in its official communications and
business activities subject to the terms and conditions specified in the Euro Pratik Craft LLP Agreement.
Limited Liability Partnership Agreement dated April 28, 2025, between our Company, Sudharm Baxi and Vandana
Baxi
Our Company entered into a limited liability partnership agreement dated April 28, 2025 with Sudharm Baxi and
Vandana Baxi pursuant to which Euro Pratik Star LLP was incorporated (“Euro Pratik Star LLP Agreement”).
Pursuant to the terms of the Euro Pratik Star LLP Agreement, our Company has made a capital contribution of ₹0.06
million, constituting 55.00% of the total profit sharing ratio in Euro Pratik Star LLP, out of the remaining, both
Sudharm Baxi and Vandana Baxi have each contributed 22.50% of the total capital contribution constituting 22.50%
of the profit sharing ratio held by each of them. Pursuant to the Euro Pratik StarLLP Agreement, our Company has
granted Euro Pratik Star LLP the right to use the brand name “Euro Pratik” in its official communications and business
activities subject to the terms and conditions specified in the Euro Pratik StarLLP Agreement.
226Agreements with Key Managerial Personnel, Senior Management, Directors, Promoters, or any other employee
Our Company has not entered into any agreements with Key Managerial Personnel, Senior Management, Directors,
Promoters, or any other employee with regard to compensation or profit sharing in connection with dealings in the
securities of our Company.
Details of guarantees given to third parties by our Promoter Selling Shareholder
Our Promoter Selling Shareholders have not given any guarantee to third parties.
(Remainder of this page has been intentionally left blank)
227OUR MANAGEMENT
Board of Directors
In accordance with the Companies Act and our Articles of Association, our Company is required to have not less than
three Directors and not more than 15 Directors.As at the date of this Red Herring Prospectus, our Board comprises
six Directors, of which three are Executive Directors and three are Independent Directors (including one independent
woman director). The table below sets forth details regarding our Board as at the date of this Red Herring Prospectus.
Name, DIN, Designation, Address, Occupation, Period of Age Other Directorships
Directorship, Term and Date of Birth (years)
Name: Pratik Gunvantraj Singhvi 42 Indian Companies:
DIN:00371660 • JGS Finvest Services Private Limited
Designation: Chairman andManaging Director • Gloirio Decor Private Limited
Address: 901, Liva Roca Gulmohar Cross Road No. 12, Juhu, VTC, Foreign Companies:
Mumbai 400 049 Maharashtra, India
• Euro Pratik C Corp Inc.
Occupation: Business
• Euro Pratik Trade FZCO, UAE
Current term: Five years with effect from September 2, 2024 and
not liable to retire by rotation
Period of directorship: Director since April 6, 2017
Date of birth:October 16, 1982
Name: Jai Gunvantraj Singhvi 41 Indian Companies:
DIN:00408876 • Gloirio Decor Private Limited
Designation: Executive Director and Chief Financial Officer Foreign Companies:
Address: 801, Liva Roca Gulmohar Cross Road No. 12, Juhu, • Euro Pratik Trade FZCO, UAE
VTC, Mumbai – 400 049 Maharashtra, India
Occupation: Business
Current term: Five years with effect from September 2, 2024 and
liable to retire by rotation
Period of directorship: Director since April 6, 2017
Date of birth:March 26, 1984
Name: Abhinav Sacheti 38 Indian Companies:Nil
DIN:10832940 Foreign Companies:Nil
Designation: Executive Director and Chief Marketing Officer
(Millenium Decor division)
Address: Flat No 1202, Tower 2, Rustomjee Ozone, Goregaon
Mulund Link Road, Goregaon West, Mumbai – 400 104,
Maharashtra, India
Occupation: Business
Current term: Five years with effect from November 11, 2024 and
liable to retire by rotation
Period of directorship: Director since November 11, 2024
Date of birth:October 8, 1986
Name: Dhruti Apurva Bhagalia 47 Indian Companies:Nil
DIN:10818872 Foreign Companies:Nil
Designation: Independent Director
Address: Flat no – 2605, Tower – 3, Crescent Bay, Jerbai Wadia
Road, Parel, Bhoiwada, Mumbai, Mumbai City – 400 012,
Maharashtra, India
228Name, DIN, Designation, Address, Occupation, Period of Age Other Directorships
Directorship, Term and Date of Birth (years)
Occupation: Professional
Current term: Five years with effect from November 1, 2024 to
October 31, 2029 and not liable to retire by rotation
Period of directorship: Director since November 1, 2024
Date of birth:March 31, 1978
Name: Mahendra Hastimal Kachhara 60 Indian Companies:
DIN:00384393 • Gloirio Decor Private Limited
Designation: Independent Director Foreign Companies:Nil
Address: B-1604, Bhagtani Krishaang, Near S M Shetty School,
Powai, Mumbai, Mumbai Suburban – 400 076, Maharashtra, India
Occupation: Chartered accountant
Current term: Five years with effect from November 1, 2024 to
October 31, 2029 and not liable to retire by rotation
Period of directorship: Director since November 1, 2024
Date of birth:February 3, 1965
Name: Manish Kailash Ramuka 40 Indian Companies:Nil
DIN:10820876 Foreign Companies:Nil
Designation: Independent Director
Address: A-503, Hercules, Vasant Galaxy, M.G. Road, Bangur
Nagar, Goregaon West, Motilal Nagar, Mumbai – 400 104,
Maharashtra, India
Occupation: Professional
Current term: Five years with effect from November 1, 2024 to
October 31, 2029 and not liable to retire by rotation
Period of directorship: Director since November 1, 2024
Date of birth:October 20, 1984
Brief Biographies of our Directors
Pratik Gunvantraj Singhvi is the Chairman and Managing Director of our Company. He has been a Director since
April 6, 2017. He holds a bachelor’s degree in commerce with specialization in business management from the
Mumbai University, Maharashtra. He has over 19 years of experience in the wall decor industry. He was previously
associated with (i) Euro Pratik Solid Surfaces as a partner from July 9, 2011 until March 31, 2016; and (ii) Euro Pratik
Sales Corporation as a partner from March 15, 2005 until March 31, 2013 and subsequently, as a proprietor from April
1, 2013 until July 1, 2019.
Jai Gunvantraj Singhvi is an Executive Director and Chief Financial Officer of our Company. He has been a Director
since April 6, 2017. He holds a bachelor’s degree in engineering (information technology) from University of Mumbai,
Maharashtra and a master’s degree in science from Georgia State University, United States and master of business
administration (with major in finance) from Georgia State University, United States. He has over 13 years of
experience in the wall decor industry. Prior to joining our Company, he was associated with (i) Infosys Technologies
Limited as a software engineer from July 24, 2006 until July 25, 2007; (ii) Euro Pratik Solid Surfaces as a partner
from July 9, 2011 to March 31, 2016; and (iii) Euro Pratik Sales Corporation as a partner from June 30, 2012 to March
31, 2013.
Abhinav Sacheti is an Executive Director and Chief Marketing Officer (Millenium Decor division) of our Company
and has been associated with our Company since July 1, 2024. He was appointed as an Executive Director of our
Board on November 11, 2024. He is responsible for marketing of Millenium Decor division in the Company. He holds
a bachelor’s degree in commerce from Jiwaji University, Madhya Pradesh. He has over 16 years of experience in
managing sales. Prior to joining our Company, he was previously associated with (i) Sentiments, as head of sales from
2292008 to 2017; and (ii) Millenium Decor, as head of sales from 2017 to 2021 and subsequently, as a partner since
September 1, 2021.
Dhruti Apurva Bhagalia is the Independent Director of our Company. She has been a Director since November 1,
2024. She holds a diploma in architecture from Maharashtra State Board of Technical Education. She has over 16
years of experience in architecture. She is also associated with Beyond Architecture & Interiors as an architect since
October 10, 2008.
Mahendra Hastimal Kachhara is the Independent Director of our Company. He has been a Director since November
1, 2024. He has passed the final examination for the bachelor’s degree in commerce from the University of Rajasthan,
Rajasthan. He is certified to practice as a chartered accountant by the Institute of Chartered Accountants of India. He
has over 36 years of experience in financial reporting, auditing, tax planning, financial advisory services, regulatory
compliance and governance. He is also associated with M.H. Kachhara & Co., Chartered Accountants as its proprietor
and a chartered accountant since December 12, 1988.
Manish Kailash Ramuka is the Independent Director of our Company. He has been a Director since November 1,
2024. He holds a bachelor’s degree in engineering (information technology) from the University of Mumbai,
Maharashtra and a master’s degree in business administration from Syracuse University, United States. He has over
two years of experience in the IT industry and three years of experience in financial services industry. Further, he has
over nine years of experience in education industry.He was previously associated with Infosys Technologies Limited
as a software engineer from July 24, 2006 to June 30, 2008, Morgan Stanley Advantage Services Private Limited as
a senior associate in the research division from August 9, 2010 to October 31, 2012, Evalueserve.com Private Limited
as a manager from November 1, 2012 to April 1, 2014, and has been associated with ‘CFA with Manish Ramuka’,
coaching institute as an educator since March, 2015.
Relationship between our Directors and Key Managerial Personnel and Senior Management
Except as disclosed below, none of our Directors are related to each other or to any of our Key Managerial Personnel
or Senior Management.
Name Relationship Designation
Pratik Gunvantraj Singhvi Jai Gunvantraj Singhvi (brother) Executive Director and Chief Financial Officer
Jai Gunvantraj Singhvi Pratik Gunvantraj Singhvi (brother) Chairman and Managing Director
Arrangements or understanding with major shareholders, customers, suppliers or others
None of our Directors have been presently appointed or selected as a director or member of senior management
pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others.
Service Contracts with Directors
Except the statutory benefits upon termination of their employment in our Company or superannuation, none of the
Directors are entitled to any other benefit upon retirement or termination of employment or superannuation. There are
no service contracts entered into with any Directors, which provide for benefits upon retirement or termination of
employment.
Borrowing Powers of our Board of Directors
In accordance with our Articles of Association and pursuant to a resolution dated September 2, 2024 passed by our
Board and a special resolution dated September 11, 2024 passed by the Shareholders, our Board has been authorized
to borrow monies from time to time, whether as rupee loans, foreign currency loans, debentures, bonds and/ or other
instruments or non-fund based facilities or in any other form (apart from temporary loans obtained or to be obtained
from the Company’s bankers in the ordinary course of business) from the banks, financial institutions, investment
institutions, mutual funds, trusts, other bodies corporate or from any other source, located in India or abroad, whether
unsecured or secured, which may exceed the aggregate of the paid-up capital, free reserves and securities premium of
the Company, however such aggregate outstanding shall not exceed, ₹5,000 million at any point of time.
Terms of appointment of and remuneration paid to Directors
1. Terms of appointment of our Executive Directors
230(i) Pratik Gunvantraj Singhvi
Pratik Gunvantraj Singhvi was appointed as the Chairman and Managing Director of our Company pursuant to a
Board resolution dated September 2, 2024 and Shareholders’ resolution September 11, 2024. He has been a
Director since April 6, 2017.
Pursuant to an agreement dated September 2, 2024 entered into between our Company and Pratik Gunvantraj
Singhvi, read with the Board resolution dated October 26, 2024 and Shareholders’ resolution dated October 30,
2024, he is entitled to receive a remuneration of ₹0.50 million per month with effect from September 2, 2024,
with such annual increments/increases as may be decided by the Board from time to time.
In addition to the fixed remuneration, Pratik Gunvantraj Singhvi is also entitled to the following perquisites:
(1) Company’s contribution to provident fund and superannuation fund to the extent these either singly or put
together are not taxable under the Income tax Act;
(2) Unavailed leave during the month would not be eligible for carry forward or allowed to be cashable;
(3) Reimbursement of actual travelling expenses for proceeding on leave from Mumbai to any place in India
and return therefrom once a year in respect of himself and family;
(4) Reimbursement of membership fees for clubs in India or abroad, including any admission/life membership
fees;
(5) Personal accident insurance policy in accordance with the scheme applicable to senior employees;
(6) Cost of insurance cover against the risk of any financial liability or loss because of any error of judgment,
or such other reason as may be approved by the Board of Directors from time to time;
(7) Reimbursement of entertainment expenses incurred in the course of business of the company;
(8) Free use of Company's car for Company's work along with driver;
(9) Telephone, tele-fax and other communication facilities at Company's cost; and
(10) Subject to any statutory ceiling/s, the Executive Director may be given any other allowances, perquisites,
benefits and facilities as the Board of Directors from time to time may decide.
(ii) Jai Gunvantraj Singhvi
Jai Gunvantraj Singhvi was appointed as the Executive Director and Chief Financial Officer of our Company
pursuant to a Board resolution dated September 2, 2024 and Shareholders’ resolution dated September 11, 2024.
Pursuant to an agreement dated September 2, 2024 entered into between our Company and Jai Gunvantraj
Singhvi, read with the Board resolution dated October 26, 2024, and Shareholders’ resolution dated October 30,
2024, he is entitled to receive a remuneration of ₹0.50 million per month with effect from September 2, 2024,
with such annual increments/increases as may be decided by the Board from time to time.
In addition to the fixed remuneration, Jai Gunvantraj Singhvi is entitled to the following perquisites:
(1) Company’s contribution to provident fund and superannuation fund to the extent these either singly or put
together are not taxable under the Income tax Act;
(2) Unavailed leave during the month would not be eligible for carry forward or allowed to be cashable;
(3) Reimbursement of actual travelling expenses for proceeding on leave from Mumbai to any place in India
and return therefrom once a year in respect of himself and family;
(4) Reimbursement of membership fees for clubs in India or abroad, including any admission/life membership
fees;
(5) Personal accident insurance policy in accordance with the scheme applicable to senior employees;
231(6) Cost of insurance cover against the risk of any financial liability or loss because of any error of judgment,
or such other reason as may be approved by the Board of Directors from time to time;
(7) Reimbursement of entertainment expenses incurred in the course of business of the company;
(8) Free use of Company's car for Company's work along with driver;
(9) Telephone, tele-fax and other communication facilities at Company's cost; and
(10) Subject to any statutory ceiling/s, the Executive Director may be given any other allowances, perquisites,
benefits and facilities as the Board of Directors from time to time may decide.
(iii) Abhinav Sacheti
Abhinav Sacheti was appointed as the Executive Director and Chief Marketing Officer (Millenium Decor
division) of our Company pursuant to a Board resolution dated November 11, 2024 and Shareholders’ resolution
dated November 18, 2024.
Pursuant to an agreement dated July 1, 2024 entered into between our Company and Abhinav Sacheti, read with
the Board resolution dated November 11, 2024, and Shareholders’ resolution dated November 18, 2024, he is
entitled to receive a remuneration of ₹2.4 million per annum with effect from November 11, 2024, with such
annual increments/increases as may be decided by the Board from time to time.
In addition to the fixed remuneration, Abhinav Sacheti is entitled to the following perquisites:
(1) Performance incentive of 6% of profits before tax of the Millenium Decor division of our Company,
calculated and payable after the approval of audited annual accounts of the Company by Board of Directors.
However, the salary paid for the relevant period would be reduced from performance incentive. Further,
the performance incentive shall not be payable in case the resulting figure after reducing the salary as
mentioned hereinabove, works out to be negative. The profits of the Millenium Decor division shall be
calculated on standalone basis considering the reasonable apportionment of common expenses, if any, to
the division.
(2) Company’s contribution to provident fund and superannuation fund to the extent these either singly or put
together are not taxable under the Income tax Act.
(3) Un-availed leave during the financial year would not be eligible for carry forward or allowed to be
cashable.
(4) Cost of insurance cover against the risk of any financial liability or loss because of any error of judgment,
or such other reason as may be approved by the Board of Directors from time to time.
(5) Reimbursement of entertainment expenses incurred in the course of business of the Company.
(6) Subject to any statutory ceiling/s, Abhinav Sacheti may be given any other allowances, perquisites, benefits
and facilities as the Board of Directors from time to time may decide.
2. Remuneration details of our Executive Directors
Except as stated below, none of our Executive Directors were paid any remuneration in Fiscal 2025 by our
Company.
S. Name Designation Total remuneration paid
No. (₹ million)
1. Pratik Gunvantraj Singhvi Chairman and Managing Director 6.51
2. Jai Gunvantraj Singhvi Executive Director and Chief Financial Officer 6.51
3. Abhinav Sacheti Executive Director and Chief Marketing Officer 1.88
(Millenium Decor Division)
232None of our Directors have been paid any remuneration by our Subsidiaries, including contingent or deferred
compensation accrued for the year during Fiscal 2025.
3. Remuneration details for our Independent Directors
Pursuant to resolution dated October 26, 2024 passed by our Board, each Independent Director is entitled to
receive sitting fees of ₹10,000.00 for attending each meeting of the Board. Further, no sitting fee is payable for
attending meetings of the committees of the Board. Except as stated below, none of our Independent Directors
were paid any sitting fees in Fiscal 2025 by our Company:
S. Name Total sitting fees paid
No. (₹ million)
1. Dhruti Apurva Bhagalia 0.08
2. Mahendra Hastimal Kacchara 0.08
3. Manish Kailash Ramuka 0.08
Contingent and deferred compensation payable to our Directors
Except as disclosed in this section under “—Terms of appointment of and remuneration paid to Directors” on page
230, there is no contingent or deferred compensation payable by our Company or Subsidiaries, as the case may be to
our Directors.
Bonus or profit-sharing plan for Directors
Except as disclosed below, our Company does not have any performance linked bonus or a profit-sharing plan for our
Directors.
Pursuant to an agreement dated July 1, 2024, Abhinav Sacheti, our Executive Director and Chief Marketing Officer
(Millenium Decor division), is entitled to a performance incentive equivalent to 6% of the profits before tax of the
Millenium Decor division of our Company. For Fiscal 2025, the performance incentive payable to Abhinav Sacheti
was ₹2.29 million. For further details, see “—Terms of appointment of and remuneration paid to Directors—Terms of
appointment of our Executive Directors—(iii) Abhinav Sacheti” on page 232.
Shareholding of our Directors in our Company
Our Articles of Association do not require our Directors to hold any qualification shares.
Except as provided under “Capital Structure—Details of the Shareholding of our Promoters, members of our
Promoter Group, Directors, Key Managerial Personnel and Senior Management” on page 102, none of our Directors
hold any Equity Shares in our Company.
Interest of our Directors
All of our Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings
of the Board or a committee thereof as well as to the extent of other remuneration, bonus and reimbursement of
expenses, if any, payable to them.
Certain Directors may be deemed to be interested to the extent of Equity Shares, held by them in our Company and
its Subsidiaries, and any dividend and other distributions payable in respect of such Equity Shares.
Further, certain directors are also interested in our Company to the extent of the lease rentals payable to them and their
relatives by our Company. For further details, see “—Interest in Property” on page 233 and “Our Promoters and
Promoter Group—Interest in property, land, construction of building and supply of machinery” on page 248.
Interest in promotion or formation of our Company and its Subsidiaries
Except for Pratik Gunvantraj Singhvi and Jai Gunvantraj Singhvi, who are the Promoters of our Company, none of
our Directors have any interest in the promotion or formation of our Company or its Subsidiaries as at the date of this
Red Herring Prospectus.
Interest in property
233Except as stated in Note 42 to the Restated Consolidated Financial Information included in “Restated Consolidated
Financial Information” on page 309, none of our Directors are interested in any property acquired by our Company
or proposed to be acquired by it. Further, our Registered and Corporate Office and some of our warehouses are situated
on properties that have been obtained pursuant to lease arrangements, including certain lease arrangements entered
into by us with our Directors, Pratik Gunvantraj Singhvi, and Jai Gunvantraj Singhvi. For further details, see “30–Our
Registered and Corporate Office and some of our warehouses are situated on properties which we have obtained
through lease arrangements. Any non-renewal of such lease arrangements may disrupt our operations and could
adversely affect our business and results of operations” on page 52.
Other than as disclosed in Note 42 to the Restated Consolidated Financial Information included in “Restated
Consolidated Financial Information” on page 309, our Company has not entered into any contract, agreements or
arrangements during the preceding two years from the date of this Red Herring Prospectus in which our Directors are
directly or indirectly interested and no payments have been made to our Directors in respect of the contracts,
agreements or arrangements which are proposed to be made with our Directors other than in the normal course of
business.
Confirmations
Our Directors are not, and have not, during the five years preceding the date of this Red Herring Prospectus, been on
the board of any listed company whose shares have been or were suspended from being traded on any stock
exchange(s) during their tenure as a director of such company.
None of our Directors have been or are directors on the board of any listed companies which have been or were delisted
from any stock exchange(s) during their tenure as a director of such company.
None of our Directors are interested as a member of a firm or company, and no sum has been paid or agreed to be paid
to our Directors or to such firm or company in cash or shares or otherwise by any person either to induce him/her to
become, or to help him/her qualify as a Director, or otherwise for services rendered by him/her or by the firm or
company in which he/she is interested, in connection with the promotion or formation of our Company.
Changes in our Board of Directors during last three years
The changes in our Board during the three years immediately preceding the date of this Red Herring Prospectus are
as follows:
Name of Director Date of Change Designation (at the time of Reason
appointment/cessation)
Pratik Gunvantraj Singhvi September 2, 2024 Managing Director Re-appointment
Jai Gunvantraj Singhvi September 2, 2024 Executive Director and Chief Re-appointment
Financial Officer
Nidhi Seemant Sacheti August 12, 2024 Executive Director Appointment
Dhruti Apurva Bhagalia November 1, 2024 Independent Director Appointment
Mahendra Hastimal November 1, 2024 Independent Director Appointment
Kachhara
Manish Kailash Ramuka November 1, 2024 Independent Director Appointment
Nidhi Seemant Sacheti November 4, 2024 Executive Director Resignation due to personal reasons
Abhinav Sacheti November 11, 2024 Executive Director Appointment
Pratik Gunvantraj Singhvi November 11, 2024 Chairman Appointment
_______
(1) This table does not include changes such as regularization of appointments.
Corporate Governance
The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations, with respect to corporate
governance, will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock
Exchanges. Our Company is in compliance with the requirements of the applicable requirements for corporate
governance in accordance with the SEBI Listing Regulations, and the Companies Act, 2013, including those pertaining
to the constitution of the Board and committees thereof.
234Committees of our Board
In addition to the committees of our Board described below, our Board has constituted (i) a Corporate Social
Responsibility Committee in accordance with the Companies Act; (ii) an IPO Committee; and may constitute
committees for various functions from time to time in terms of the SEBI Listing Regulations and the provisions of the
Companies Act.
Audit Committee
The members of our Audit Committee are:
(a) Manish Kailash Ramuka (Independent Director) – Chairman;
(b) Mahendra Hastimal Kachhara (Independent Director) – Member; and
(c) Jai Gunvantraj Singhvi (Executive Director and Chief Financial Officer) – Member.
Our Audit Committee was constituted by our Board, and the terms of reference were approved by our Board pursuant
to resolutions dated November 4, 2024.
The scope and functions of the Audit Committee are in accordance with Section 177 of the Companies Act and
Regulation 18 of the SEBI Listing Regulations and its terms of reference are as disclosed below:
(a) overseeing the Company’s financial reporting process and disclosure of its financial information to ensure
that the financial statements are correct, sufficient and credible;
(b) recommending to the Board the appointment, re-appointment, removal and replacement, remuneration and
the terms of appointment of the auditors of the Company, including fixing the audit fees;
(c) reviewing and monitoring the statutory auditors independence and performance and the effectiveness of audit
process;
(d) approving payments to the statutory auditors for any other services rendered by statutory auditors;
(e) reviewing, with the management, the annual financial statements and the auditors report thereon before
submission to the Board for approval, with particular reference to:
(i) matters required to be stated in the Directors’ responsibility statement to be included in the Board’s
report in terms of Section 134(3)(c) of the Companies Act;
(ii) changes, if any, in accounting policies and practices and reasons for the same;
(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) qualifications and modified opinions in the draft audit report.
(f) reviewing, with the management, the quarterly financial statements before submission to the Board for
approval;
(g) scrutinizing inter-corporate loans and investments;
(h) undertaking or supervising valuation of undertakings or assets of the Company, wherever it is necessary;
(i) evaluation of internal financial controls and risk management systems;
(j) formulating a policy on related party transactions, which shall include materiality of related party
transactions;
(k) approving transactions of the Company with related parties, or any subsequent modification thereof and
omnibus approval for related party transactions proposed to be entered into by the Company subject to such
conditions as may be prescribed;
235(l) reviewing, at least on a quarterly basis, the details of related party transactions entered into by the Company
pursuant to each of the omnibus approvals given;
(m) approve the disclosure of the key performance indicators to be disclosed in the documents in relation to the
initial public offering of the equity shares of the Company;
(n) reviewing along with the management, the statement of uses/ application of funds raised through an issue
(public issue, rights 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 issue or rights issue or preferential issue or qualified
institutions placement, and making appropriate recommendations to the Board to take up steps in this matter.;
(o) establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;
(p) reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the
internal control systems;
(q) 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;
(r) discussing with internal auditors any significant findings and follow up thereon;
(s) 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;
(t) discussing 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;
(u) looking 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;
(v) approving the appointment of the chief financial officer or any other person heading the finance function or
discharging that function after assessing the qualifications, experience and background, etc. of the candidate;
(w) reviewing the functioning of the whistle blower mechanism;
(x) ensuring that an information system audit of the internal systems and process is conducted at least once in
two years to assess operational risks faced by the Company;
(y) formulating, reviewing and making recommendations to the Board to amend the Audit Committee charter
from time to time;
(z) reviewing the utilization of loans and/ or advances from/investment by the holding company in any subsidiary
exceeding ₹100 crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans
/ advances / investments;
(aa) considering and commenting on the rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the Company and its shareholders; and
(bb) investigating any activity within its terms of reference, seeking information from any employee, obtaining
outside legal or other professional advice and securing attendance of outsiders with relevant expertise, if it
considers necessary;
(cc) reviewing compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as may be amended from time to time at least once in a financial year and verify
that systems for internal control are adequate and are operating effectively;
(dd) Reviewing:
(i) Any show cause, demand, prosecution and penalty notices against the Company or its Directors which
are materially important including any correspondence with regulators or government agencies and any
published reports which raise material issues regarding the Company’s financial statements or
accounting policies;
236(ii) Any material default in financial obligations by the Company;
(iii) Any significant or important matters affecting the business of the Company.
(ee) performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing
Regulations, Companies Act or other applicable law
The Audit Committee shall have powers, including the following:
(a) to investigate any activity within its terms of reference;
(b) to seek information from any employees;
(c) to obtain outside legal or other professional advice;
(d) to secure attendance of outsiders with relevant expertise, if it considers necessary; and
(e) to have such powers as may be prescribed under the Companies Act and the SEBI Listing Regulations.
The Audit Committee shall mandatorily review the following information:
(a) management’s discussion and analysis of financial condition and result of operations;
(b) management letters/letters of internal control weaknesses issued by the statutory auditors;
(c) internal audit reports relating to internal control weaknesses;
(d) the appointment, removal and terms of remuneration of the chief internal auditor;
(e) statement of deviations, including:
(i) quarterly statement of deviation(s), including report of monitoring agency, if applicable, submitted
to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; and
(ii) annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.
(f) the financial statements, in particular, the investments made by any unlisted subsidiary.
The Audit Committee is required to meet at least four times in a financial year with a maximum interval of 120 days
between two consecutive meetings in accordance with the SEBI Listing Regulations. The quorum shall be either two
members or one third of the members of the Audit Committee whichever is greater, but there should be a minimum
of two independent directors present. The Audit Committee has the authority to investigate into any matter in relation
to the items specified under the terms of reference or such other matter as may be referred to it by our Board for such
purpose.
Nomination and Remuneration Committee
The members of our Nomination and Remuneration Committee are:
(a) Manish Kailash Ramuka (Independent Director) – Chairman;
(b) Dhruti Apurva Bhagalia (Independent Director) – Member; and
(c) Mahendra Hastimal Kachhara (Independent Director) – Member
The Nomination and Remuneration Committee was constituted by our Board, and the terms of reference were
approved by our Board pursuant to resolutions dated November 4, 2024.
The scope and functions of the Nomination andRemuneration Committee are in accordance with Section 178 of the
Companies Act, 2013, Regulation 19 of the SEBI Listing Regulations and other applicable law and its terms of
reference include the following:
(a) identifying and nominating, for the approval of the Board and ultimately the shareholders, candidates to fill
Board vacancies as and when they arise as well as putting in place plans for succession, in particular with
respect to the Chairperson of the Board and the Chief Executive Officer;
237(b) formulating the criteria for determining qualifications, positive attributes and independence of a director and
recommending to the Board, a policy relating to the remuneration of the directors, key managerial personnel
and other employees;
(c) while formulating the above policy, ensuring that:
(i) the level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate
directors of the quality required to run the Company successfully;
(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(iii) remuneration to directors, key managerial personnel and senior management involves a balance between
fixed and incentive pay reflecting short and long term performance objectives appropriate to the working
of the Company and its goals.
(d) formulating criteria for evaluation of independent directors and the Board;
(e) devising a policy on diversity of the Board;
(f) evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an independent director, for every appointment of
an independent director. Ensuring that the person recommended to the Board for appointment as an independent
director has the capabilities identified in such description. Further, for the purpose of identifying suitable
candidates, the Nomination and Remuneration Committee may:
(i) use the services of an external agencies, if required;
(ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and
(iii) consider the time commitments of the candidates;
(g) identifying persons, who are qualified to become directors or who may be appointed in senior management in
accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying
out evaluation of every director’s performance and specifying the manner for effective evaluation of
performance of Board, 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 reviewing its
implementation and compliance. The Company shall disclose the remuneration policy and the evaluation
criteria in its annual report;
(h) 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;
(i) recommending remuneration of executive directors and any increase therein from time to time within the limit
approved by the members of the Company;
(j) recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the
Board and its committees, remuneration for other services, commission on profits;
(k) recommending to the Board, all remuneration, in whatever form, payable to senior management;
(l) performing 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, as
amended;
(m) administering the employee stock option scheme/plan approved by the Board and shareholders of the Company
in accordance with the terms of such scheme/plan (“ESOP Scheme”) including the following:
(i) determining the eligibility criteria and selection of employees to participate under the ESOP Scheme;
(ii) determining the quantum of option to be granted under the ESOP Scheme per employee and in aggregate;
(iii) date of grant;
(iv) determining the exercise price of the option under the ESOP Scheme;
(v) the conditions under which option may vest in employee and may lapse in case of termination of
238employment for misconduct;
(vi) the exercise period within which the employee should exercise the option and that option would lapse on
failure to exercise the option within the exercise period;
(vii) the specified time period within which the employee shall exercise the vested option in the event of
termination or resignation of an employee;
(viii)the right of an employee to exercise all the options vested in him at one time or at various points of time
within the exercise period;
(ix) re-pricing of the options which are not exercised, whether or not they have been vested if stock option are
rendered unattractive due to fall in the market price of the equity shares;
(x) the grant, vesting and exercise of option in case of employees who are on long leave;
(xi) the vesting and exercise of option in case of grantee who has been transferred or whose services have
been seconded to any other entity within the group at the instance of the Company;
(xii) allowing exercise of unvested options on such terms and conditions as it may deem fit;
(xiii)the procedure for cashless exercise of options;
(xiv) forfeiture/ cancellation of options granted;
(xv) arranging to get the shares issued under the ESOP Scheme listed on the stock exchanges on which the
equity shares of the Company are listed or maybe listed in future.
(xvi) formulating and implementing the procedure for making a fair and reasonable adjustment to the number
of options and to the exercise price in case of corporate actions such as rights issues, bonus issues, merger,
sale of division and others. In this regard following shall be taken into consideration:
a. the number and the price of the option shall be adjusted in a manner such that total value of the option
to the employee remains the same after the corporate action;
b. for this purpose, global best practices in this area including the procedures followed by the derivative
markets in India and abroad may be considered; and
c. the vesting period and the life of the option shall be left unaltered as far as possible to protect the
rights of the employee who is granted such option.
(n) construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations of the
Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules
and regulations relating to the administration of the ESOP Scheme;
(o) engaging the services of any consultant/professional or other agency for the purpose of recommending
compensation structure/policy;
(p) analyzing, monitoring and reviewing various human resource and compensation matters;
(q) reviewing and approving compensation strategy from time to time in the context of the then current Indian
market in accordance with applicable laws;
(r) framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable
laws in India or overseas, including:
(i) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as
amended; or
(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
(s) performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing
Regulations, the Companies Act, or other applicable law.
The Nomination and Remuneration Committee is required to meet at least once in a financial year in accordance with
the SEBI Listing Regulations. The quorum for a meeting of the Nomination and Remuneration Committee shall be
239either two members or one third of the members of the committee whichever is greater, but there should be a minimum
of one independent director present.
Stakeholders’ Relationship Committee
The members of our Stakeholders’ Relationship Committee are:
(a) Manish Kailash Ramuka (Independent Director) – Chairman;
(b) Dhruti Apurva Bhagalia (Independent Director) – Member; and
(c) Jai Gunvantraj Singhvi (Executive Director and Chief Financial Officer) – Member.
The Stakeholders’ Relationship Committee was constituted and the terms of reference of the Stakeholders’
Relationship Committee were approved by our Board pursuant to a resolution dated November 4, 2024.
The scope and functions of the Stakeholders’ Relationship Committee are in accordance with Section 178 of the
Companies Act, 2013, Regulation 20 of the SEBI Listing Regulations and other applicable law and its terms of
reference include the following:
(a) redressal of grievances of the shareholders, debenture holders and other 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. and assisting with quarterly reporting
of such complaints;
(b) reviewing measures taken for effective exercise of voting rights by the shareholders;
(c) investigating complaints relating to allotment of shares, approving transfer or transmission of shares, debentures
or any other securities; reviewing adherence to the service standards adopted by the Company in respect of various
services being rendered by the registrar and share transfer agent and recommending measures for overall
improvement in the quality of investor services;
(d) reviewing 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;
(e) formulating procedures in line with the statutory guidelines to ensure speedy disposal of various requests received
from shareholders from time to time;
(f) approving, registering, refusing to register transfer or transmission of shares and other securities;
(g) giving effect to dematerialisation of shares and re-materialisation of shares, sub-dividing, consolidating and/or
replacing any share or other securities certificate(s) of the Company, compliance with all the requirements related
to shares, debentures and other securities from time to time;
(h) issuing duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s)
of the Company;
(i) resolving grievances of debenture holders related to creation of charge, payment of interest/ principal,
maintenance of security cover and other covenants; and
(j) performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing
Regulations and the Companies Act or other applicable law.
The Stakeholders’ Relationship Committee is required to meet at least once in a financial year or at such higher
frequency as may be required under applicable law. The quorum for the Stakeholders’ Relationship Committee will
be two members.
Risk Management Committee
The members of the Risk Management Committee are:
240(a) Pratik Gunvantraj Singhvi (Chairman and Managing Director) – Chairperson;
(b) Manish Kailash Ramuka (Independent Director) – Member; and
(c) Jai Gunvantraj Singhvi (Executive Director and Chief Financial Officer) – Member.
The Risk Management Committee was constituted by our Board, and the terms of reference were approved by our
Board pursuant to resolutions dated November 4, 2024.
The scope and functions of the Risk Management Committee are in accordance with Regulation 21 of the SEBI Listing
Regulations and its terms of reference include the following:
(a) To formulate a detailed risk management policy which shall include:
(i) A framework for identification of internal and external risks specifically faced by the Company, in particular
including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber
security risks or any other risk as may be determined by the risk management committee;
(ii) Measures for risk mitigation including systems and processes for internal control of identified risks; and
(iii) Business continuity plan.
(b) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;
(c) To monitor and oversee implementation of the risk management policy of the Company, including evaluating the
adequacy of risk management systems;
(d) To periodically review the risk management policy of the Company, at least once in two years, including by
considering the changing industry dynamics and evolving complexity;
(e) To keep the board of directors informed about the nature and content of its discussions, recommendations and
actions to be taken;
(f) To set out risk assessment and minimization procedures and the procedures to inform the Board of the same;
(g) To frame, implement, review and monitor the risk management policy for the Company and such other functions,
including cyber security;
(h) To review the status of the compliance, regulatory reviews and business practice reviews;
(i) To review and recommend the Company’s potential risk involved in any new business plans and processes;
(j) To review the appointment, removal and terms of remuneration of the chief risk officer, if any; and
(k) To perform such other activities as may be delegated by the Board and/or prescribed under any law to be attended
to by the Risk Management Committee.
The Risk Management Committee shall coordinate its activities with other committees, in instances where there is
any overlap with activities of such committees, as per the framework laid down by the Board.
The Risk Management Committee is required to meet at least twice in a financial year and the gap between two
consecutive meetings shall not be more than 210 days and the quorum for a meeting of the Risk Management
Committee shall be either two members or one-third of the members of the committee whichever is greater, but there
should be a minimum of one member of the Board present.
(Remainder of this page has been intentionally left blank)
241MANAGEMENT ORGANISATION STRUCTURE
(Remainder of this page has been intentionally left blank)
242Key Managerial Personnel of our Company
In addition to (i) our Chairman and Managing Director, Pratik Gunvantraj Singhvi; (ii) our Executive Director and Chief
Financial Officer, Jai Gunvantraj Singhvi; and (iii) our Executive Director and Chief Marketing Officer (Millenium Decor
division), Abhinav Sacheti, whose details are provided in “—Brief Biographies of our Directors” on page 229, the details
of our other Key Managerial Personnel as at the date of this Red Herring Prospectus are set out below:
Shruti Kuldeep Shukla is the Company Secretary and Compliance Officer of our Company. She was appointed as
Company Secretary on September 2, 2024, and was appointed as the Compliance Officer of our Company on November
4, 2024. She is responsible for the secretarial compliance in the Company. She holds a bachelor’s degree in commerce
from the Rajasthan University, Rajasthan and a master’s degree in commerce from University of Rajasthan, Jaipur. She is
an associate member of the Institute of Company Secretaries of India. She has over four years of experience in the
secretarial field. Prior to joining our Company, she worked with La Tim Metal & Industries Limited as company secretary
and compliance officer and with Shubh Media Private Limited as company secretary. In Fiscal 2025, she was paid a total
remuneration of ₹0.63 million by our Company.
Senior Management of our Company
In addition to Shruti Kuldeep Shukla, the Company Secretary and Compliance Officer whose details are provided in “—
Key Managerial Personnel of our Company” on page 243, the details of other members of our Senior Management in terms
of SEBI ICDR Regulations, as at the date of this Red Herring Prospectus are set out below:
Kulmeet Sarup Saggu is the Chief Operating Officer of our Company and has been associated with our Company since
June 1, 2018. He was appointed as the Chief Operating Officer of our Company on July 1, 2024. He is responsible for
innovation and designing of products in our Company. He holds a bachelor’s degree in electronics and industrial electronics
from University of Poona, Pune, Maharashtra. He is associated with Show House Concepts & Designs LLP (a partnership
firm) as a partner and has 11 years of experience in the printing and designing industry. In Fiscal 2025, he was paid a total
remuneration of ₹3.40 million by our Company.
Prakash Suresh Rita is the Managing Director of Gloirio Decor Private Limited, the subsidiary of our Company. He has
been associated with Gloirio Decor Private Limited since June 14, 2024. He was appointed the Managing Director of
Gloirio Decor Private Limited with effect from October 1, 2024 for a period of five years. He has passed the higher
secondary certificate examination of the Maharashtra State Board of Secondary and Higher Secondary Examination, Pune,
Maharashtra. He has over 16 years of experience in the ply and decorative industry. Prakash Suresh Rita is associated with
Vougue Decor as a partner (a partnership firm). Prior to joining Gloirio Decor, he was associated with Parle Plywood. In
Fiscal 2025, he was paid ₹1.80 million by way of profit sharing in Vougue Decor* and ₹6.78 million by way of profit
sharing in Gloirio Decor Private Limited.
_____
* Our subsidiary, Gloirio, acquired the business of Vogue Decor, which sold its products under the “Gloirio” brand, on a going concern basis by means
of slump sale through a business transfer agreement dated June 18, 2024. For details in relation to our recent acquisitions, see “History and Certain
Corporate Matters—Details regarding Material Acquisitions or Divestments of Business/ Undertakings, Mergers, Amalgamation, any Revaluation of
Assets, etc. in the last 10 Years” on page 220..
Alpesh Vinaychandra Sangoi is the Finance Controller of our Company and has been associated with our Company since
June 1, 2024. He is currently responsible for, inter alia, leading our Company’s short and long-term strategy and setting
strategic goals, treasury operations. He holds a bachelor’s degree in commerce from the University of Mumbai,
Maharashtra. He is a fellow of the Institute of Chartered Accountants of India. He is working as a management consultant
and financial advisor for corporates. He is also associated with Premium Polyalloys Limited as an independent director. In
Fiscal 2025, he was paid a total remuneration of ₹2.00 million by our Company.
Amit Dhannalal Jalan is Chief Operating Officer of Europratik Intex LLP and one of the partners of Europratik Intex
LLP. He has been associated with Europratik Intex LLP since September 1, 2023 as a partner. He has been the Chief
Operating Officer of Europratik Intex LLP since August 2, 2024. He is responsible for the operations of Europratik Intex
LLP. He holds a bachelor’s degree in commerce from the University of Delhi and a master’s degree in business
administration from Pittsburg State University, United States. He is also associated with Mamta Texdyes Private Limited
as a director. In Fiscal 2025, he was not paid any remuneration by our Company/Europratik Intex LLP.
Vedant Jalan is Chief Marketing Officer of Europratik Intex LLP and one of the partners of Europratik Intex LLP. He has
been associated with Europratik Intex LLP since September 1, 2023 as a partner. He has been the Chief Marketing Officer
of Europratik Intex LLP since August 8, 2024. He is responsible for marketing of all products of Europratik Intex LLP. He
holds a bachelor’s degree in business and a master’s degree in business management (marketing) from the University of
South Australia, Australia. He is also associated with Mamta Texdyes Private Limited as a director. In Fiscal 2025, he was
not paid any remuneration by our Company/Europratik Intex LLP.
243Status of Key Managerial Personnel and Senior Management
Except for Amit Dhannalal Jalan and Vedant Jalan who are partners of EuroPratik Intex LLP, and Alpesh Vinaychandra
Sangoi who is engaged by our Company on a retainer basis, all our Key Managerial Personnel and Senior Management are
permanent employees of our Company.
Shareholding of Key Managerial Personnel and Senior Management in our Company
Except as provided under “Capital Structure—Details of the Shareholding of our Promoters, members of our Promoter
Group, Directors, Key Managerial Personnel and Senior Management” on page 102, none of our Key Managerial
Personnel and Senior Management hold any Equity Shares in our Company.
Interest of Key Managerial Personnel and Senior Management of our Company
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 part their terms of appointment and reimbursement of expenses incurred by them
during the ordinary course of their service. Further, some of our Key Managerial Personnel are interested to the extent of
certain lease rentals provided by them and their relatives to our Company. For details see “—Interest of our Directors” on
page 233.
Further, some of our Key Managerial Personnel are interested to the extent of Equity Shares held by them. For details, see
“—Shareholding of Key Managerial Personnel and Senior Management in our Company” on page 244.
Bonus or Profit-Sharing Plans of the Key Managerial Personnel and Senior Management
Except as disclosed in this section under “—Terms of appointment of and remuneration paid to Directors” on page 230,
none of our Key Managerial Personnel or Senior Management are entitled to any bonus (excluding performance linked
incentive which is part of their remuneration) or profit-sharing plans of our Company.
Relationship among Key Managerial Personnel and Senior Management
Except as disclosed below and in “—Relationship between our Directors and Key Managerial Personnel and Senior
Management” on page 244, none of our Key Managerial Personnel and Senior Management are related to each other.
Name Relationship Designation
Amit Dhannalal Jalan Vedant Jalan (Nephew) Chief Operating Officer of Europratik Intex LLP
Vedant Jalan Amit Dhannalal Jalan(Uncle) Chief Marketing Officer of Europratik IntexLLP
Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management
There is no contingent or deferred compensation accrued for Fiscal 2025 and payable to our Key Managerial Personnel
and Senior Management.
Arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which our
Key Managerial Personnel and Senior Management have been appointed as a Key Managerial Personnel and Senior
Management, respectively
None of our Key Managerial Personnel and Senior Management have been appointed pursuant to any arrangement or
understanding with major shareholders, customers, suppliers or others.
Service contracts with Key Managerial Personnel and Senior Management
Except for statutory benefits upon termination of their employment in our Company or retirement, no Key Managerial
Personnel and Senior Management has entered into a service contract with our Company pursuant to which they are entitled
to any benefits upon termination of employment.
Changes in Key Managerial Personnel and Senior Management
For details on changes in our Key Managerial Personnel who are also Directors, see “—Changes in our Board of Directors
during last three years” on page 234.
The changes in other Key Managerial Personnel and Senior Management in the three years preceding the date of this Red
Herring Prospectus are set forth below.
Name Designation Date of Change Reason
AlpeshVinaychandraSangoi Finance Controller June 1, 2024 Appointment
Abhinav Sacheti Chief Marketing Officer, Millenium Decor division July 1, 2024 Appointment
244Name Designation Date of Change Reason
Kulmeet Sarup Saggu Chief Operating Officer July 1, 2024 Appointment
Amit Dhannalal Jalan Partner in Europratik Intex LLP* September 1, 2023 Appointment
Vedant Jalan Partner in Europratik Intex LLP# September 1, 2023 Appointment
Shruti Kuldeep Shukla Company Secretary September 2, 2024 Appointment
Prakash Suresh Rita Managing Director of Gloirio Decor Private Limited October 1, 2024 Appointment
_______
* Appointed as Chief Operating Officer of Europratik Intex LLP on August 2, 2024
# Appointed as Chief Marketing Officer of Europratik Intex LLP on August 2, 2024
Attrition rate of Key Managerial Personnel
None of our Key Managerial Personnel have resigned from their position or otherwise ceased to be associated with our
Company in Fiscals 2025, 2024 and 2023.
Payment or benefit to Key Managerial Personnel and Senior Management
No non-salary amount or benefit has been paid or given to any officer of our Company including Key Managerial Personnel
or Senior Management, within the two years preceding the date of this Red Herring Prospectus or is intended to be paid or
given, other than in the ordinary course of their employment or any employee stock options, for services rendered as
officers of our Company, dividend that may be payable in their capacity as Shareholders.
Employee Stock Option Scheme
As at the date of this Red Herring Prospectus, our Company does not have an employee stock option scheme.
(Remainder of this page has been intentionally left blank)
245OUR PROMOTERS AND PROMOTER GROUP
Pratik Gunvantraj Singhvi, Jai Gunvantraj Singhvi, Pratik Gunwantraj Singhvi HUF and Jai Gunwantraj Singhvi HUF are
the Promoters of our Company.
As at the date of this Red Herring Prospectus, our Promoters’ shareholding in our Company is as follows:
S. Percentage of the pre-Offer issued, subscribed and
Name of the Promoter Number of Equity Shares
No. paid-up Equity Share capital (%)
1. Pratik Gunvantraj Singhvi 5,283,500 5.17
2. Jai Gunvantraj Singhvi 5,216,000 5.10
3. Pratik GunwantrajSinghvi HUF 29,326,500 28.70
4. Jai GunwantrajSinghvi HUF 29,326,500 28.70
5. Total 69,152,500 67.67
For further details in relation to the build-up of the shareholding of our Promoters in our Company, see “Capital Structure—
Details of Build-up, Contribution and Lock-in of Promoters’ Shareholding and Lock-in of other Equity Shares” on page
92.
Pratik Gunvantraj Singhvi
Pratik Gunvantraj Singhvi, aged 42 years, is one of the Promoters of
our Company, and is the Chairman and Managing Director of our
Company.
Date of Birth: October 16, 1982
Address: 901, Liva Roca, Gulmohar Cross Road No. 12, Juhu, VTC,
Mumbai – 400 049, Maharashtra, India
Pratik Gunvantraj Singhvi’s PAN is AQNPS5698H
For the complete profile of Pratik Gunvantraj Singhvi, along with
details of his educational qualifications, professional experience,
position/posts held in the past, directorships held, special
achievements and business and financial activities, see “Our
Management—Board of Directors” and “Our Management—Brief
Biographies of our Directors” on pages 228 and 229, respectively.
Other than as disclosed in “—Promoter Group” and “Our
Management” on pages 248 and 228, respectively, Pratik Gunvantraj
Singhvi is not involved in any other venture.
Jai Gunvantraj Singhvi
Jai Gunvantraj Singhvi, aged 41 years, is one of the Promoters of our
Company and is also an Executive Director and Chief Financial
Officer of our Company.
Date of Birth: March 26, 1984
Address: 801, Liva Roca, Gulmohar Cross Road No. 12, Juhu, VTC,
Mumbai – 400 049, Maharashtra, India
Jai Gunvantraj Singhvi’s PAN is AQSPS1185N
For the complete profile of Jai Gunvantraj Singhvi, along with details
of his educational qualifications, professional experience,
position/posts held in the past, directorships held, special
achievements and business and financial activities, see “Our
Management—Board of Directors” and “Our Management—Brief
Biographies of our Directors” on pages 228 and 229, respectively.
Other than as disclosed in “—Promoter Group” and “Our
Management” on pages 248 and 228, respectively, Jai Gunvantraj
Singhvi is not involved in any other venture.
246Pratik Gunwantraj Singhvi HUF
Pratik Gunwantraj Singhvi HUF came into existence on March 11, 2007 and Pratik Gunvantraj Singhvi is its Karta with Dipty Pratik
Singhvi, Advita Singhvi and Aadhya Singhvi as its member.
Pratik Gunwantraj Singhvi HUF’s PAN is AAMHP0845A
Address: 901, Liva Roca, Gulmohar Cross Road No. 12, Juhu, VTC, Mumbai – 400 049, Maharashtra, India
Jai Gunwantraj Singhvi HUF
Jai Gunwantraj Singhvi HUF came into existence on January 28, 2011 and Jai Gunvantraj Singhvi is its Karta with Nisha Jai Singhvi
and Naavya Singhvi as its member.
Jai Gunwantraj Singhvi HUF’s PAN is AAFHJ9893M
Address: 801, Liva Roca, Gulmohar Cross Road No. 12, Juhu, VTC, Mumbai – 400 049, Maharashtra, India
Our Company confirms that the permanent account number, bank account number, passport number, Aadhaar card number
and driving license number of the Individual Promoters, and permanent account number and bank account number of our
HUF Promoters weresubmitted to the Stock Exchanges at the time of filing of the Draft Red Herring Prospectus.
Change in control of our Company
Our Promoters are not the original Promoters of our Company. The initial subscribers to our Memorandum of Association,
Jitendra Lalchand Shah and Janki Shah held 9,900 and 100 equity shares of face value ₹10 each. Out of 9,900 equity shares
of face value ₹10 held by Jitendra Lalchand Shah, 4,900 equity shares of face value ₹10 were transferred to Janki Shah on
August 30, 2010 and the remaining 5,000 equity shares of face value ₹10 were transferred to Vijay Kumar Jirawala on
February 21, 2011, and 5,000 equity shares of face value ₹10 held by Janki Shah were transferred to Rajul Kumar Jirawala
on February 21, 2011. Further, 5,000 equity shares held by Vijay Kumar Jirawala were transferred to Pratik Gunvantraj
Singhvi on April 10, 2017, and 5,000 equity shares held by Rajul Kumar Jirawala were transferred to Jai Gunvantraj
Singhvi on April 10, 2017. For details in relation to the initial subscription to the Memorandum of Association, see “Capital
Structure—Share Capital History of our Company—Equity Share Capital” on page 87.
Further, Pratik Gunwantraj Singhvi HUF and Jai Gunwantraj Singhvi HUF were allotted 165,000 equity shares of face
value ₹10 each on November 30, 2017 pursuant to a rights issue undertaken by our Company under which Pratik
Gunvantraj Singhvi and Jai Gunvantraj Singhvi renounced 165,000 equity shares of face value ₹10 each to Pratik
Gunwantraj Singhvi HUF and Jai Gunwantraj Singhvi HUF, respectively. For further details, see “Capital Structure—
Details of Build-up, Contribution and Lock-in of Promoters’ Shareholding and Lock-in of other Equity Shares—Build-up
of Promoters’ equity shareholding in our Company” on page 93.
There has not been any change in control of our Company in the five years immediately preceding the date of this Red
Herring Prospectus. However, pursuant to a resolution dated March 25, 2024 adopted by the Board of Directors, Pratik
Gunvantraj Singhvi, Jai Gunvantraj Singhvi, Pratik Gunwantraj Singhvi HUF and Jai Gunwantraj Singhvi HUF have been
identified as promoters of our Company with effect from March 25, 2024.
Interests of our Promotersin promotion of our Company
Our Promoters are interested in our Company: (i) to the extent that they have promoted our Company; and (ii) to the extent
of their shareholding and the shareholding of their relatives in our Company and the dividend payable upon such
shareholding and any other distributions in respect of their shareholding in our Company or the shareholding of their
relatives. For further details of shareholding of our Promoters and the Promoter Group, see “Capital Structure—Details of
shareholding of our Promoters, members of the Promoter Group, Directors, Key Managerial Personnel and Senior
Management” on page 102. Additionally, they may be interested in transactions entered into by our Company with them,
their relatives or other entities (i) in which they hold shares, or (ii) which are controlled by them.
Our Promoters may also be deemed to be interested to the extent of being the Chairman and Managing Director (Pratik
Gunvantraj Singhvi) and Executive Director and Chief Financial Officer (Jai Gunvantraj Singhvi) and the remuneration,
benefits, reimbursement of expenses, sitting fees and commission payable to them. For further details, see “Our
Management—Terms of appointment of and remuneration paid to Directors”, and “Our Management—Senior Management
of our Company” on pages 230 and 243, respectively. Further for details of interest of our Promoters as Directors (Pratik
Gunvantraj Singhvi and Jai Gunvantraj Singhvi) of our Company, see “Our Management—Interest of our Directors” and
“Our Management—Interest of Key Managerial Personnel and Senior Management of our Company” on pages 233 and
244, respectively.
247Our Promoters are not interested as a member of a firm or a company, and no sum has been paid or agreed to be paid to
our Promoters or to such firm or company in which our Promoters is interested as a member, in cash or shares or otherwise
by any person either to induce any such person to become, or qualify him as a director, or otherwise for services rendered
by such person or by such firm or company in connection with the promotion or formation of our Company.
Further, our Promoters are also directors on the boards, or shareholders, members or partners of certain entities forming
part of the Promoter Group and may be deemed to be interested to the extent of the payments made by our Company, if
any, to such entities forming part of the Promoter Group.
Interest in property, land, construction of building and supply of machinery
Other than as disclosed in “Our Management—Interest of our Directors” and Note 42 to the Restated Consolidated
Financial Information included in “Restated Consolidated Financial Information” on pages 233 and 309, respectively, our
Promoters do not have any interest in any property acquired by our Company in the three years preceding the date of this
Red Herring Prospectus or proposed to be acquired by our Company or in any transaction by our Company with respect to
the acquisition of land, construction of building or supply of machinery. For details in relation to properties leased from
our Promoters, see “Risk Factors—30—Our Registered and Corporate Office and some of our warehouses are situated on
properties which we have obtained through lease arrangements. Any non-renewal of such lease arrangements may disrupt
our operations and could adversely affect our business and results of operations” and “Our Business—Our Property” on
pages 52 and 206, respectively.
Companies or firms with which our Promoters have disassociated in the last three years
Except as disclosed below, our Promoters have not disassociated themselves from any other company or firm in the three
years preceding the date of this Red Herring Prospectus.
Name of company or firm from Name of Promoter Reasons and circumstances Date of disassociation
which Promoters have disassociated leading to disassociation
Element Decor Jai Gunvantraj Singhvi Ceased to be a partner, due to April 1, 2024
pre-occupation in the business of
Euro Pratik Sales Limited
The Lam Inc Jai Gunvnatraj Singhvi Ceased to be a partner, due to August 1, 2024
pre-occupation in the business of
Euro Pratik Sales Limited
Euro Pratik Intex LLP Jai Gunvantraj Singhvi Ceased to be a partner, due to August 12, 2024
pre-occupation in the business of
Euro Pratik Sales Limited
Payment or benefits to Promoters or Promoter Group
Except as stated in “Our Management—Terms of appointment of and remuneration paid to Directors” and Note 42 to the
Restated Consolidated Financial Information included in “Restated Consolidated Financial Information” at pages 230 and
309, respectively, there has been no payment or benefit 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
or give any benefit to our Promoters or Promoter Group as at the date of this Red Herring Prospectus.
Material guarantees given by our Promoters with respect to the Equity Shares
As at the date of this Red Herring Prospectus, our Promoters have not given any material guarantee to any third party with
respect to the Equity Shares.
Promoter Group
The individuals and entities that form a part of the Promoter Group of our Company (excluding our Promoters and
Subsidiaries) in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations are set out below:
Natural persons who are part of the Promoter Group
The natural persons who are part of the Promoter Group, other than our Promoters, are as follows:
S. No. Name of the individual Relationship with the Promoter
Pratik Gunvantraj Singhvi
1. Dipty Pratik Singhvi Spouse of Pratik Gunvantraj Singhvi
2. Gunwantraj Manekchand Singhvi Father of Pratik Gunvantraj Singhvi
3. Nidhi Seemant Sacheti Sister of Pratik Gunvantraj Singhvi
4. AdvitaPratikSinghvi Daughter of Pratik Gunvantraj Singhvi
248S. No. Name of the individual Relationship with the Promoter
5. Aadhya Pratik Singhvi Daughter of Pratik Gunvantraj Singhvi
6. Uttam Bhurmal Jain Father of the spouse of Pratik Gunvantraj Singhvi
7. Kala Uttam Jain Mother of the spouse of Pratik Gunvantraj Singhvi
8. Kunal Uttam Jain Brother of the spouse of Pratik Gunvantraj Singhvi
9. Pooja Rajkumar Jain Sister of the spouse of Pratik Gunvantraj Singhvi
Jai Gunvantraj Singhvi
10. Gunwantraj Manekchand Singhvi Father of Jai Gunvantraj Singhvi
11. Nidhi Seemant Sacheti Sister of Jai Gunvantraj Singhvi
12. Nisha JaiSinghvi Spouse of Jai Gunvantraj Singhvi
13. Naavya Singhvi Daughter of Jai Gunvantraj Singhvi
14. Suresh Kanakraj Lodha Father of the spouse of Jai Gunvantraj Singhvi
15. Chandrika Suresh Lodha Mother of the spouse of Jai Gunvantraj Singhvi
16. Siddharth Suresh Lodha Brother of the spouse of Jai Gunvantraj Singhvi
17. Rashi Suresh Lodha Sister of the spouse of Jai Gunvantraj Singhvi
Entities forming part of the Promoter Group
The entities forming part of our Promoter Group are as follows
Sr. No. Name of the entities
1. JGS Finvest Services Private Limited
2. Avalon Investment Private Limited
3. Kamla Avalon Ventures Private Limited
4. Euro Pratik Laminate LLP
5. Niraj Intex LLP
6. Mirage Intex LLP
7. Nasa Enterprises
8. Metplus Laminate LLP
9. PetalTouch LLP
10. SLKBuildcon Private Limited
11. K.Raj Constructions Private Limited
12. KSL Home Maker Private Limited
13. Stepbuck Technologies Private Limited
14. Gunwantraj ManekchandSinghvi HUF
15. Millenium Decor
16. Vougue Decor
17. Shri Anand Mangal Shwetamber Murti Pujak TapagachJain Trust
18. Gunwantraj & Co. HUF
19. Uttamchand Bhurmal HUF
20. Kunal Uttam Jain HUF
21. Shri Kalyanvardhak Swetambar Murtipujak Tapgachha Jain Sangh Trust
22. Suresh Lodha Constructions Private Limited
23. Ramnik Commercial Private Limited
24. S.R.L. Finvest Private Limited
25. SU-NA-RA Trading And Investment Private Limited
26. N.S.L. Impex Private Limited
27. SLK Housing Development Private Limited
28. Bolt Finvest Private Limited
29. Kanak-Raj Estate Private Limited
30. K.S.L.Finance & Investment Private Limited
31. Suresh Kanakraj Lodha HUF
32. Element Decor
33. Shelf Gang Productions
Other Confirmations
Our Promoters and members of the Promoter Group have not been debarred from accessing the capital markets or debarred
from buying, selling or dealing in securities under any order or direction passed by the SEBI or any securities market
regulator in any other jurisdiction or any other authority/court.
249DIVIDEND POLICY
The dividend policy of our Company was adopted and approved by our Board in their meeting held on November 4, 2024
(“Dividend Policy”). The declaration and payment of dividends on the Equity Shares will be recommended by the Board
and approved by the Shareholders at their discretion, subject to the provisions of the Articles of Association and applicable
law, including the Companies Act.
Our Company has not declared dividends in the last three Financial Years and during the period commencing from April
1, 2025 until the date of this Red Herring Prospectus.
The quantum of dividend, if any, and our ability to pay dividends in the future will depend on a number of factors, including
but not limited to, our Company’s profits, expected future capital/ expenditure requirements of our Company, organic
growth plans, liquidity, our earnings outlook, general financial conditions, general economic conditions, any statutory or
contractual obligations and restrictions.
The amount of dividend paid in the past is not necessarily indicative of the dividend policy of our Company or dividend
amounts, if any, in the future. There is no guarantee that any dividends will be declared or paid in the future on the Equity
Shares. For details of risks in relation to our capability to pay dividend, see “Risk Factors—49—Our ability to pay dividends
in the future will depend on our earnings, financial condition, working capital requirements, capital expenditures and
restrictive covenants of our financing arrangements”on page 64.
250SECTION V: FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL INFORMATION
(Remainder of this page has been intentionally left blank)
251Monika Jain & Co C N K & Associates LLP
Chartered Accountants Chartered Accountants
Office No 808, 8th Floor, 5th Floor, Narain Chambers
Topiwala Centre, M.G. Road,
Goregaon (West) Vile Parle (East)
Mumbai – 400104 Mumbai – 400057
INDEPENDENT AUDITORS’ EXAMINATION REPORT ON RESTATED CONSOLIDATED
FINANCIAL INFORMATION
The Board of Directors
Euro Pratik Sales Limited
(Formerly known as Euro Pratik Sales Private Limited)
601-602, 6th Floor, Peninsula Heights
C.D. Barfiwala Lane, Andheri (West)
Mumbai – 400 058, Maharashtra, India
Dear Sirs,
1. We, M/s Monika Jain & Co, Chartered Accountants (“MJCO”) and C N K & Associates LLP, Chartered
Accountants (“CNK”) (“MJCO” and “CNK” together referred to herein as “Joint Auditors”, and individually
referred to herein as “one of the Joint Auditors”) have examined the Restated Consolidated Financial
Information of Euro Pratik Sales Limited (formerly known as Euro Pratik Sales Private Limited) (the
“Company” or “Issuer”) and its subsidiaries (the Company and its subsidiaries together referred to as the
“Group”) and its associate, comprising the following:
(a) Restated Consolidated Statement of Assets and Liabilities as at March 31, 2025 and March 31, 2024,
the Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income),
Restated Consolidated Statement of Changes in Equity, Restated Consolidated Statement of Cash
Flows for the year ended March 31, 2025 and March 31, 2024, including a summary of material
accounting policies and other explanatory information.
(b) Restated Standalone Statement of Assets and Liabilities as at March 31, 2023, the Restated
Standalone Statement of Profit and Loss (including Other Comprehensive Income), Restated
Standalone Statement of Changes in Equity, Restated Standalone Statement of Cash Flows for the
year ended March 31, 2023, including a summary of material accounting policies and other
explanatory information.
The above are (collectively, referred to as the “Restated Consolidated Financial Information”) and have been
approved by the Board of Directors of the Company at their meeting held on August 21, 2025, and annexed
to this Report for the purpose of inclusion in the updated draft red herring prospectus, red herring prospectus
and prospectus (collectively, the “Offer Documents”), as prepared by the Management of the Company (the
“Management”) 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”), read with relevant rules issued
thereunder, each as amended;
(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 from time to time (the “Guidance Note”).
Management Responsibility:
2. The Company’s Management and the Board of Directors are responsible for the preparation of the Restated
Consolidated Financial Information for the purpose of inclusion in the Offer Documents to be filed with
Securities and Exchange Board of India (“SEBI”), National Stock Exchange of India Limited, BSE Limited
(collectively, the “Stock Exchanges”) and Registrar of Companies, Maharashtra at Mumbai (“ROC”) in
connection with the proposed IPO. The Restated Consolidated Financial Information has been prepared by
the Management as stated in note 2.1 to the Restated Consolidated Financial Information. The respective
252Management and the Board of Directors of the entities included in the “Group” and that of its associate are
responsible for designing, implementing and maintaining adequate internal controls relevant to the
preparation and presentation of the respective restated financial statements which have been used for
preparation of the Restated Consolidated Financial Information. The Management and the Board of
Directors are also responsible for identifying and ensuring that the Company complies with the Act, the
SEBI ICDR Regulations and the Guidance Note.
Auditors Responsibility:
3. We have jointly examined the aforesaid Restated Consolidated Financial Information taking into
consideration:
(a) The terms of reference and terms of our engagement agreed upon with you in accordance with
Engagement Letter dated October 28, 2024 in connection with the proposed IPO of equity shares of the
Issuer
(b) The Guidance Note which also requires that we comply with the ethical requirements of the Code of
Ethics issued by the ICAI;
(c) Concept of test checks and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated Consolidated Financial Information; and
(d) The requirements of section 26 of the Act and the SEBI ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance
with the Act, the SEBI ICDR Regulations and the Guidance Note in connection with the IPO.
4. These Restated Consolidated Financial Information have been compiled by the Management from:
(a) Audited Consolidated Ind AS Financial Statements of the Company as at and for the year ended March
31, 2025 prepared in accordance with recognition and measurement principles of Indian Accounting
Standards as prescribed under section 133 of the Act read with Companies (Indian Accounting Standards)
Rules 2015, as amended (“Ind AS”), and other accounting principles generally accepted in India, read
with note 50.6. These Audited Consolidated Ind AS Financial Statements have been approved by the
Board of Directors at their meeting held on August 21, 2025, on which the Joint Auditors have expressed
an unmodified opinion.
(b) Audited Special Purpose Consolidated Ind AS Financial Statements of the Company as at and for the
year ended March 31, 2024, prepared in accordance with recognition and measurement principles of
Indian Accounting Standards, as prescribed under section 133 of the Act, read with Companies (Indian
Accounting Standards) Rules 2015, as amended (“Ind AS”), and other accounting principles generally
accepted in India. These Audited Special Purpose Consolidated Ind AS Financial Statements have been
approved by the Board of Directors at their meeting held on January 1, 2025, on which one of the Joint
Auditors, i.e., MJCO, have expressed an unmodified opinion.
(c) Audited Special Purpose Standalone Ind AS Financial Statements of the Company as at and for the year
ended March 31, 2023 prepared in accordance with Ind AS and other accounting principles generally
accepted in India. These Audited Special Purpose Standalone Ind AS Financial Statements for the years
ended March 31, 2023 have been approved by the Board of Directors at their meeting held on January 1,
2025, on which one of the Joint Auditors, i.e. MJCO, have expressed an unmodified opinion
5. For the purpose of our examination, we have relied on:
(a) Auditors’ report dated August 21, 2025, issued by Joint Auditors on the Audited Consolidated Ind AS
Financial Statements of the Company as at and for the year ended March 31, 2025, as referred in
paragraph 4a above; and
(b) Auditors’ reports issued by one of the Joint Auditors, i.e., MJCO, dated January 1, 2025, on the Audited
Special Purpose Consolidated Ind AS Financial Statements of the Company as at and for the year ended
March 31, 2024, as referred in paragraph 4b above; and
253(c) Auditors’ Report dated January 1, 2025, issued by one of the Joint Auditors, i.e., MJCO, on the Audited
Special Purpose Standalone Ind AS Financial Statements of the Company as at and for the year ended
March 31, 2023, as referred in paragraph 4c above.
Other Matters
6. As indicated in Other Matters section of our audit report on the Audited Consolidated Ind AS Financial
Statements of the Company for the year ended March 31, 2025:
(i) These Audited Consolidated Ind AS financial statements include audited financial results/
information of one subsidiary which reflect total assets (before consolidation adjustments)
of ₹ 865.78 million as at March 31, 2025, total revenues (before consolidation adjustments)
of ₹ 864.76 million, total net profit after tax (before consolidation adjustments) of ₹ 164.75
million, and total comprehensive profit (before consolidation adjustments) of ₹ 164.75
million and net cash inflow/(outflow) of ₹ 51.09 million for year ended March 31, 2025, as
considered in the Audited Consolidated Ind AS Financial Statements. These financial
statements of the subsidiary have been audited by one of the joint auditors, i.e., CNK. Our
opinion on the Audited Consolidated Ind AS Financial Statements, in so far as it relates to
the amounts and disclosures included in respect of this subsidiary and our report in terms of
sub-sections (3) and (11) of section 143 of the Act in so far as it relates to the aforesaid
subsidiary, is based solely on the reports of the said joint auditors, i.e., CNK.
(ii) These Audited Consolidated Ind AS financial statements include audited special purpose
financial results/ information of three subsidiaries which reflect total assets (before
consolidation adjustments) of ₹ 63.53 million as at March 31, 2025, total revenues (before
consolidation adjustments) of ₹ 73.83 million, total net profit after tax (before consolidation
adjustments) of ₹ (5.97) million, and total comprehensive income (before consolidation
adjustments) of ₹ (5.75) million and net cash inflow/(outflow) of ₹ 0.47 million for year
ended March 31, 2025, as considered in the Audited Consolidated Ind AS Financial
Statements. The special purpose financial statements of these subsidiaries have been audited
by one of the joint auditors, i.e., MJCO. Our opinion on the Audited Consolidated Ind AS
Financial Statements, in so far as it relates to the amounts and disclosures included in respect
of these subsidiaries and our report in terms of sub-sections (3) and (11) of section 143 of
the Act in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of
the said joint auditors, i.e., MJCO.
(iii) These Audited Consolidated Ind AS financial statements include audited special financial
results/ information of one limited liability partnership where control exists, which reflect
total assets (before consolidation adjustments) of ₹ 75.02 million as at March 31, 2025, total
revenues (before consolidation adjustments) of ₹ 32.84 million, total net profit after tax
(before consolidation adjustments) of ₹ Nil million, and total comprehensive profit (before
consolidation adjustments) of ₹ Nil million and net cash inflow/(outflow) of ₹ 1.36 million
for year ended March 31, 2025, as considered in the Audited Consolidated Ind AS Financial
Statements. The financial statements of limited liability partnership have been audited by
other auditor. Our opinion on the Audited Consolidated Ind AS Financial Statements, in so
far as it relates to the amounts and disclosures included in respect of limited liability
partnership and our report in terms of sub-sections (3) and (11) of section 143 of the Act in
so far as it relates to the aforesaid Limited liability partnership is based solely on the reports
of the other auditor.
(iv) Our opinion on the Audited Consolidated Ind AS Financial Statements above is not modified
in respect of the above matters with respect to our reliance on the work done and the reports
of the other joint auditors and other auditors.
7. As indicated in Other Matters section of our audit report on the Audited Special Purpose Consolidated
Ind AS Financial Statements of the Company for the period ended March 31, 2024:
i. The Audited Special Purpose Consolidated Ind AS Financial Statements includes unaudited
financial statements /information of one subsidiary, which has not been audited, whose financial
254statements reflect total assets (before consolidation adjustments) of ₹ 20.65 million, total
revenues (before consolidation adjustments) of ₹ 0.00 million, total net profit after tax (before
consolidation adjustments) of ₹ (0.19) million, total comprehensive income (before
consolidation adjustments) of ₹ (0.17) million and net cash inflow/(outflow) of ₹ 2.03 million
for the year ended March 31, 2024, as considered in those Audited Special Purpose
Consolidated Ind AS Financial Statements. This unaudited financial statement/financial
information has been approved and furnished to us by the Management. Our opinion, in so far
as it relates to the amounts and disclosures included in respect of the aforesaid subsidiary and
our report in terms of sub-sections (3) and (11) of section 143 of the Act in so far as it relates to
the aforesaid subsidiary is based solely on such unaudited financial statements and other
unaudited financial information duly certified by the Management. According to the
information and explanations given to us by the Management, these financial statements/
information are not material to the Group.
ii. These Audited Special Purpose Consolidated Ind AS Financial Statements also includes the
Group's share of net profit after tax of ₹ (4.56) million for the year ended March 31, 2024, in
respect of one associate based on their financial statements and information as certified by the
Management, which has not been audited. According to the information and explanation given
to us by the Management, these financial statements/ information are not material to the Group.
iii. Our opinion on the Audited Special Purpose Consolidated Ind AS Financial Statements above
is not modified in respect of the above matters with respect to our reliance on the financial
statements and other financial information certified by the Management.
Conclusion
8. Based on our examination and according to the information and explanations given to us for the respective
years, we report that:
a. the Restated Consolidated Financial Information has been prepared after incorporating adjustments for
the changes in accounting policies, material errors and regrouping / reclassifications retrospectively in
the financial years ended March 31, 2024, and March 31, 2023, to reflect the same accounting treatment
as per the accounting policies and grouping / classifications followed as at and for the year ended March
31, 2025.
b. There are no qualifications in the auditor’s reports on financial statements included which require any
adjustments to the Restated Consolidated Financial Information; and
c. the Restated Consolidated Financial Information has been prepared in accordance with the Act, the
SEBI ICDR Regulations and the Guidance Note
9. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1,
Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other
Assurance and Related Services Engagements.
10. The Restated Consolidated Financial Information does not reflect the effects of events that occurred
subsequent to the respective dates of the reports on the audited special purpose financial statements, as
mentioned in paragraph 4 above.
11. This examination report should not in any way be construed as a reissuance or re-dating of any of the audit
reports issued by us individually or jointly nor should this examination report be construed as a new opinion
on any of the financial statements referred to herein.
12. We have no responsibility to update our report for events and circumstances occurring after the date of this
report.
255Restriction on use
13. Our examination report is intended solely for use of the Board of Directors for inclusion in the Offer
Documents to be filed with the SEBI, the Stock Exchanges and ROC, as applicable in connection with the
proposed IPO. Our examination 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 towards any other person relying on the same without our prior consent in writing.
For Monika Jain & Co. For C N K & Associates LLP
Chartered Accountants Chartered Accountants
Firm Registration No. 130708W Firm’s Registration No. 10196W/W-100036
Ronak Gandhi Hiren Shah
Partner Partner
Membership No. 169755 Membership No. 100052
UDIN: 25169755BMHVIW5297 UDIN: 25100052BMHUTW6475
Place: Mumbai Place: Mumbai
Date: August 21, 2025 Date: August 21, 2025
256Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Restated Consolidated Statement of Asset and Liabilities
(Amount in Millions except per share data or as otherwise stated)
CONSOLIDATED STANDALONE
Note As at As at As at
Particulars
No. March 31, 2025 March 31, 2024 March 31, 2023
I. ASSETS
Non-current assets
(a) Property, Plant and Equipment 3 30.67 14.77 16.92
(b) Right of Use Assets 4 159.86 117.34 135.05
(c) Intangible Assets 5 0.31 - -
(d) Investment Property 6 109.57 120.46 132.47
(e) Financial Assets
(i) Loans 7 12.50 26.57 -
(ii) Other financial assets 8 17.82 36.50 35.20
(f) Deferred Tax Assets (Net) 9 20.58 6.46 7.37
(g) Other Non Current Assets 10 53.13 2.46 2.82
Total Non Current Assets 4 04.44 324.56 329.83
Current Assets
(a) Inventories 11 962.08 355.69 387.95
(b) Financial Assets
(i) Investments 12 80.81 344.47 55.25
(ii) Trade receivables 13 958.29 443.65 604.89
(iii) Cash and cash equivalents 14 139.71 104.55 62.60
(iv) Bank Balances other than (iii) above 15 - 75.00 61.00
(v) Other Financial Assets 16 75.24 54.63 56.81
(c) Current Tax Assets (Net) 17 8.73 - -
(d) Other current assets 18 109.13 42.37 32.87
Total current assets 2 ,333.99 1 ,420.36 1 ,261.37
TOTAL ASSETS 2 ,738.43 1 ,744.92 1 ,591.20
II. EQUITY AND LIABILITIES
Equity
(a) Equity Share Capital 19 102.20 19.83 5.06
(b) Other Equity 20 2,238.84 1,537.50 1,295.12
(c) Non Controlling Interest 3.87 - -
Total Equity 2 ,344.91 1 ,557.33 1 ,300.18
Liabilities
Non Current Liabilities
(a) Financial liabilities
(i) Borrowings 21 11.53 - -
(ii) Lease Liabilities 22 137.28 121.04 134.57
(iii) Other financial liabilities 23 1.26 1.18 4.50
(b) Provisions 24 6.58 7.31 5.58
(c) Other non-current liabilities 25 0.24 0.31 -
Total non current liabilities 1 56.89 129.84 144.65
Current liabilities
(a) Financial liabilities
(i) Borrowings 26 15.29 - 30.00
(ii) Lease Liabilities 22 30.19 13.52 12.13
(iii) Trade Payables 27
(A) Total outstanding dues of micro enterprises and small enterprises; 0.68 - -
a (nBd) Total outstanding dues of creditors other than micro enterprises and
small enterprises. 78.22 2.07 55.63
257Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Restated Consolidated Statement of Asset and Liabilities
(Amount in Millions except per share data or as otherwise stated)
CONSOLIDATED STANDALONE
Note As at As at As at
Particulars
No. March 31, 2025 March 31, 2024 March 31, 2023
(iv) Other Financial Liabilities 28 - - 0.14
(b) Other current liabilities 29 111.37 38.96 45.72
(c) Provisions 30 0.88 2.49 1.84
(d) Current Tax Liabilities (Net) 31 - 0.71 0.91
Total Current Liabilities 236.63 57.75 146.37
Total Liabilities 393.52 187.59 291.02
TOTAL EQUITY AND LIABILITIES 2 ,738.43 1 ,744.92 1 ,591.20
Material Accounting Policy Information 2 - - -
The accompanying material accounting policy information and notes forming part of the Restated Consolidated Financial I nformation
As per our attached report of even date For and on behalf of the Board of Directors of
Euro Pratik Sales Limited
For C N K & Associates LLP For Monika Jain & Co. Pratik Singhvi Jai Singhvi
Chartered Accountants Chartered Accountants Managing Director Director & Chief Financial Officer
Firm Registration No.:101961W/W-100036 Firm Registration No.:130708W DIN: 00371660 DIN: 00408876
Hiren Shah Ronak Gandhi Abhinav Sacheti Shruti Shukla
Partner Partner Whole-Time Director Company Secretary
Membership No.: 100052 Membership No.: 169755 DIN: 10832940 Membership No.: A60044
Place: Mumbai Place: Mumbai Place: Mumbai Place: Mumbai
Date: August 21, 2025 Date: August 21, 2025 Date: August 21, 2025 Date: August 21, 2025
258Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Restated Consolidated Statement of Profit and Loss
(Amount in Millions except per share data or as otherwise stated)
CONSOLIDATED STANDALONE
Note For the year ended For the year ended For the year ended
Particulars
No. March 31, 2025 March 31, 2024 March 31, 2023
I. Revenue from Operations 32 2,842.27 2,216.98 2,635.84
II. Other income 33 72.97 84.07 49.67
III. Total Income (I+II) 2,915.24 2 ,301.05 2 ,685.51
IV. Expenses
Purchase of stock-in-trade 34 2,106.49 1,230.27 1,707.39
Changes in inventories of stock-in-trade 35 (556.49) 32.26 (20.87)
Employee Benefits Expenses 36 90.74 59.13 60.98
Finance costs 37 40.04 9.81 10.92
Depreciation and Amortization Expenses 38 53.11 34.41 23.93
Other Expenses 39 187.67 84.81 101.67
Total Expenses (IV) 1,921.56 1,450.69 1,884.02
V. Profit/ (Loss) before Share of Profit / (Loss) from associate, Exceptional 993.68 850.36 801.49
items and Tax (III-IV)
VI. Share of Profit / (Loss) from associate 14.18 (4.56) -
VII. Profit before Tax (V-VI) 1,007.86 845.80 801.49
VIII. Tax expense: 40
1. Current Tax 259.54 215.70 208.09
2. Deferred Tax (15.22) 1.03 (4.56)
3. Excess/short provision of tax relating to earlier years (0.86) - 2.31
IX. Profit (Loss) for the period from continuing operations (VII-VIII) 764.40 629.07 595.65
X. Profit/(loss) for the period 764.40 629.07 595.65
XI. Other comprehensive income 3.50 (0.34) 0.32
A. Items that will not be reclassified to profit or loss
i) Remeasurement of net defined benefit obligation 4.38 (0.49) 0.43
ii) Income tax relating to above (1.10) 0.12 (0.11)
B. Items that will be reclassified to profit or loss
i) Foreign Currency Translation Reserve 0.22 0.03 -
XII. Total comprehensive income for the period (X+XI) (Comprising Profit/ 767.90 628.73 595.97
(Loss) and Other Comprehensive Income for the period/year)
Profit for the year attributable to
Owners of the Parents 767.20 629.07 -
Non-Controlling Interest (2.80) - -
Other Comprehensive income for the year attributable to
Owners of the Parents 3.55 (0.34) -
Non-Controlling Interest (0.05) - -
259Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Restated Consolidated Statement of Profit and Loss
(Amount in Millions except per share data or as otherwise stated)
CONSOLIDATED STANDALONE
Note For the year ended For the year ended For the year ended
Particulars
No. March 31, 2025 March 31, 2024 March 31, 2023
Total Comprehensive income for the year attributable to
Owners of the Parents 770.75 628.73 -
Non-Controlling Interest (2.85) - -
XIII. Earnings per equity share (Face Value of share of Rs. 1 each) 41
1. Basic 7.53 6.19 5.85
2. Diluted 7.53 6.19 5.85
Material Accounting Policy Information 2
The accompanying material accounting policy and notes forming part of the Restated Consolidated Financial I nformation
As per our attached report of even date For and on behalf of the Board of Directors of
Euro Pratik Sales Limited
For C N K & Associates LLP For Monika Jain & Co. Pratik Singhvi Jai Singhvi
Chartered Accountants Chartered Accountants Managing Director Director & Chief Financial Officer
Firm Registration No.:101961W/W-100036 Firm Registration No.:130708W DIN: 00371660 DIN: 00408876
Hiren Shah Ronak Gandhi Abhinav Sacheti Shruti Shukla
Partner Partner Whole-Time Director Company Secretary
Membership No.: 100052 Membership No.: 169755 DIN: 10832940 Membership No.: A60044
Place: Mumbai Place: Mumbai Place: Mumbai Place: Mumbai
Date: August 21, 2025 Date: August 21, 2025 Date: August 21, 2025 Date: August 21, 2025
260Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Restated Consolidated Statement of Cash flows
(Amount in Millions except per share data or as otherwise stated)
CONSOLIDATED STANDALONE
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit Before Exceptional Items and Tax 993.68 850.36 801.49
Adjustments for :
Share of Loss of Associate 14.18 (4.56) -
Depreciation/ Amortization 53.11 34.41 23.93
Interest Income (11.00) (30.64) (27.91)
Dividend Income on Investments (0.53) (0.50) (0.21)
Gain/Loss on Fair Valuation of Investments 15.54 (24.00) 7.21
Finance cost 40.04 9.81 10.92
Gain on termination of lease liabilities (18.81) - -
Bad Debts 0.83 - -
Provision for Expected credit loss allowance 16.03 (0.12) (0.05)
Remeasurement of net defined benefit obligation 4.38 (0.49) 0.43
Operating profit before working capital changes 1,107.45 834.27 815.81
Changes in working capital:
Adjustment for (increase)/decrease in operating assets
(Increase)/ Decrease in trade receivables (531.50) 161.36 (150.28)
(Increase)/ Decrease in inventories (606.39) 32.26 (20.87)
(Increase)/ Decrease in other current assets (66.76) (9.50) 58.33
(Increase)/ Decrease in other non current assets (50.67) 0.36 0.33
(Increase)/ Decrease in other financial assets- non current (12.32) (0.30) (0.21)
(Increase)/ Decrease in other financial assets- current (25.29) 5.23 7.94
Adjustment for increase/(decrease) in operating liabilities
Increase/ (Decrease) in trade payables 76.83 (53.56) 52.90
Increase/ (Decrease) in other financial liabilities 0.08 (3.32) 0.08
Increase/ (Decrease) in other liabilities 72.34 (6.45) 14.01
Increase/ (Decrease) in provisions (2.34) 2.38 1.03
Cash (used in) / generated from operating activities (38.57) 962.73 779.07
Income taxes refunded / (paid), net (267.93) (215.94) (208.13)
Net cash (used in) / generated from operating activities (306.50) 746.79 570.94
B. CASH FLOW FROM INVESTING ACTIVITIES
(Purchase)/sale of Property Plant and Equipment (net) (23.96) (2.54) (124.70)
Proceeds/(Purchase) of Investment (net) 248.12 (265.22) (10.61)
(Loans given)/received back during the year ( net) 14.07 (26.57) -
Interest Income 15.68 27.59 26.15
Dividend Income 0.53 0.50 0.21
(Investment) /Redemption in Fixed Deposit (net) 106.00 (15.00) 11.54
Net cash (used in) / generated from investing activities 360.44 (281.24) (97.41)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds/(Repayment) of Long term borrowings (net) 1 1.53 - -
Proceeds/(Repayment) of Short term borrowings (net) 1 5.29 (30.00) 30.00
Proceeds from rights issue 1 2.96 - -
Proceeds from share issue 6 .77 - -
Buyback of shares including tax on buyback - (371.58) (492.95)
Interest Paid (26.41) (1.51) (1.81)
Payment for Lease Liability (38.92) (20.51) (19.21)
Net cash (used in) / generated financing activities (18.78) (423.60) (483.97)
261Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Restated Consolidated Statement of Cash flows
(Amount in Millions except per share data or as otherwise stated)
CONSOLIDATED STANDALONE
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS 35.16 41.95 (10.44)
Cash and cash equivalents at the beginning of the period 1 04.55 6 2.60 73.04
Cash and cash equivalents at the end of the period 139.71 104.55 62.60
Reconciliation of Cash and Cash Equivalents as per cash flow statement
Cash and Cash Equivalents Note no. 14 139.71 104.55 62.60
Balance of Cash and Cash equivalents as per statement of Cash flows 139.71 104.55 62.60
Note:
The Restated Statement of Cash Flow has been prepared under the ‘Indirect Method’ set out in Ind AS 7 ‘Statement of Cash Flows’.
Material Accounting Policy Information
The accompanying material accounting policy information and notes forming part of the Restated Consolidated Financial I nformation
As per our attached report of even date For and on behalf of the Board of Directors of
Euro Pratik Sales Limited
For C N K & Associates LLP For Monika Jain & Co. Pratik Singhvi Jai Singhvi
Chartered Accountants Chartered Accountants Managing Director Director & Chief Financial Officer
Firm Registration No.:101961W/W-100036 Firm Registration No.:130708W DIN: 00371660 DIN: 00408876
Hiren Shah Ronak Gandhi Abhinav Sacheti Shruti Shukla
Partner Partner Whole-Time Director Company Secretary
Membership No.: 100052 Membership No.: 169755 DIN: 10832940 Membership No.: A60044
Place: Mumbai Place: Mumbai Place: Mumbai Place: Mumbai
Date: August 21, 2025 Date: August 21, 2025 Date: August 21, 2025 Date: August 21, 2025
262Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Restated Consolidated Statement of Changes in Equity
(Amount in Millions except per share data or as otherwise stated)
A. Equity Share Capital
As at March 31, 2025
Balance as at Changes in Equity Share Capital Restated balance as Changes in equity Balance as at
April 1, 2024 due to prior period errors at April 1, 2024 share capital March 31, 2025
during the period
19.83 - 19.83 82.37 102.20
As at March 31, 2024
Balance as at Changes in Equity Share Capital Restated balance as Changes in equity Balance as at
April 1, 2023 due to prior period errors at April 1, 2023 share capital March 31, 2024
during 2023-24
5.06 - 5.06 14.77 19.83
As at March 31, 2023
Balance as at Changes in Equity Share Capital Restated balance as Changes in equity Balance as at
April 1, 2022 due to prior period errors at April 1, 2022 share capital March 31, 2023
during 2022-23
6.06 - 6.06 (1.00) 5.06
B. Other Equity
As at March 31, 2025
Reserves and Surplus
Capital Other
Particulars Securities Total
Redemption Retained Earnings comprehensive
Premium
Reserve income
Balance as at April 1, 2024 - 43.21 1,494.31 (0.02) 1,537.50
Changes in accounting policy or prior - - - - -
period errors
Restated balance as at April 1, 2024 - 43.21 1,494.31 (0.02) 1,537.50
Profit for the Period - - 767.20 - 767.20
Add: Reserve on acquisition - 0.00 - -
Remeasurement of defined benefit plan - - - 3.28 3.28
Foreign Currency Translation Reserve - - - 0.26 0.26
Capital redemption reserve on account of 1.67 - (1.67) - -
Buy-back of shares
Issue of Bonus Shares - (43.21) (26.19) - (69.40)
Balance as on March 31, 2025 1.67 - 2,233.65 3.52 2,238.84
263Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Restated Consolidated Statement of Changes in Equity
(Amount in Millions except per share data or as otherwise stated)
As at March 31, 2024
Reserves and Surplus
Capital Other
Particulars Securities Total
Redemption Retained Earnings comprehensive
Premium
Reserve income
Balance as at April 1, 2023 - 59.61 1,235.19 0.32 1,295.12
Changes in accounting policy or prior - - - - -
period errors
Restated balance as at April 1, 2023 - 59.61 1,235.19 0.32 1,295.12
Profit for the year - - 629.07 - 629.07
Remeasurement of defined benefit plan - - - (0.37) (0.37)
Foreign Currency Translation Reserve - - - 0.03 0.03
Buyback of Shares - - (300.83) - (300.83)
Shares Forfeiture - - 0.96 - 0.96
Tax Paid on Buy back of Shares - - (70.08) - (70.08)
Issue of Bonus Shares - (16.40) - - (16.40)
Balance as on March 31, 2024 - 43.21 1,494.31 (0.02) 1,537.50
As at March 31, 2023
Reserves and Surplus
Capital Other
Particulars Securities Total
Redemption Retained Earnings comprehensive
Premium
Reserve income
Balance as at April 1, 2022 - 59.61 1,131.49 - 1,191.10
Changes in accounting policy or prior - - - - -
period errors
Restated balance as at April 1, 2022 - 59.61 1,131.49 - 1,191.10
Profit for the year - 595.65 - 595.65
Remeasurement of defined benefit plan - - - 0.32 0.32
Buy Back Shares - - (399.00) - (399.00)
Tax Paid on Buy back of Shares - - (92.95) - (92.95)
Balance as on March 31, 2023 - 59.61 1,235.19 0.32 1,295.12
Refer Note 20.1 for nature and purpose of reserves
The accompanying material accounting policy information and notes forming part of the Restated Consolidated Financial I nformation
As per our attached report of even date For and on behalf of the Board of Directors of
Euro Pratik Sales Limited
For C N K & Associates LLP For Monika Jain & Co. Pratik Singhvi Jai Singhvi
Chartered Accountants Chartered Accountants Managing Director Director & Chief Financial Officer
Firm Registration No.:101961W/W-100036 Firm Registration No.:130708W DIN: 00371660 DIN: 00408876
Hiren Shah Ronak Gandhi Abhinav Sacheti Shruti Shukla
Partner Partner Whole-Time Director Company Secretary
Membership No.: 100052 Membership No.: 169755 DIN: 10832940 Membership No.: A60044
Place: Mumbai Place: Mumbai Place: Mumbai Place: Mumbai
Date: August 21, 2025 Date: August 21, 2025 Date: August 21, 2025Date: August 21,
264Euro Pratik Sales Limited
(Formerly known as Euro Pratik Sales Private Limited)
CIN: U74110MH2010PLC199072
Notes forming part of the Restated Consolidated Financial Information
1. Corporate Information
Euro Pratik Sales Limited (the “Company”) with CIN U74110MH2010PLC199072 (Formerly known
Euro Pratik Sales Private Limited) was originally incorporated on January 19, 2010 at Maharashtra, India
as ‘Better Life Mission Multitrade Private Limited’, a private limited company under the Companies Act,
1956. Subsequently, the name of the Company was changed to ‘Euro Pratik Sales Private Limited’ on
May 2, 2017. The Company was converted into a public limited company under the Companies Act,
2013, consequent to which, the name of our Company was changed to ‘Euro Pratik Sales Limited’ and a
fresh certificate of incorporation, consequent upon change of name, was issued to the Company by the
Registrar of Companies, Central Processing Centre on October 11, 2024.
The Company is engaged in the business of creative design and trading in decorative panel products.
The Restated Consolidated Financial Information includes financial information the Company and its
subsidiaries (the Company and its subsidiaries together referred to as the “Group”) and its associate.
2. Material Accounting Policies
2.1 Basis of preparation:
The Restated Consolidated Financial Information of the Company comprises,
a. Restated Consolidated Statement of Assets and Liabilities as at March 31, 2025 and March 31, 2024,
the Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income),
Restated Consolidated Statement of Changes in Equity, Restated Consolidated Statement of Cash
Flows for the year then ended, including a summary of material accounting policies and other
explanatory information.
b. Restated Standalone Statement of Assets and Liabilities as at March 31, 2023, the Restated
Standalone Statement of Profit and Loss (including Other Comprehensive Income), Restated
Standalone Statement of Changes in Equity, Restated Standalone Statement of Cash Flows for the
years then ended, including a summary of material accounting policies and other explanatory
information.
The Financial Statements referred to in para a to b above are collectively referred to as “Restated
Consolidated Financial Information”
This Restated Consolidated Financial Information has been prepared by the management of the Company
(the “Management”) as required under the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended (‘the “SEBI ICDR Regulations”) issued by the
Securities and Exchange Board of India (“SEBI”), in pursuance of the Securities and Exchange Board of
India Act, 1992, for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”), Red Herring
Prospectus (“RHP”) and Prospectus (collectively, the “Offer Documents”) in connection with the
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”), read with relevant rules
issued thereunder, each as amended;
b) 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 from time to time (the “Guidance Note”).
265Euro Pratik Sales Limited
(Formerly known as Euro Pratik Sales Private Limited)
CIN: U74110MH2010PLC199072
Notes forming part of the Restated Consolidated Financial Information
The Restated Consolidated Financial Information of the Group has been prepared to comply in all
material respects with the Ind AS, presentation requirements of Division II of Schedule III to the Act, as
applicable to the consolidated financial statements and other relevant provisions of the Act.
The Restated Consolidated Financial Information has been compiled by the Management from:
a. Audited Consolidated Ind AS Financial Statements of the Company as at and for the year ended
March 31, 2025, prepared in accordance with recognition and measurement principles of Indian
Accounting Standard as prescribed under section 133 of the Act read with Companies (Indian
Accounting Standards) Rules 2015, as amended (“Ind AS”), and other accounting principles
generally accepted in India, read with note 50.6. These Audited Consolidated Ind AS Financial
Statements have been approved by the Board of Directors at their meeting held on August 21, 2025,
on which the Joint Auditors have expressed an unmodified opinion.
b. Audited Special Purpose Consolidated Ind AS Financial Statements of the Company as at and for
the year ended March 31, 2024, prepared in accordance with recognition and measurement
principles of Indian Accounting Standards, as prescribed under section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules 2015, as amended (“Ind AS”), and other
accounting principles generally accepted in India. These Audited Special Purpose Consolidated Ind
AS Financial Statements, have been approved by the Board of Directors at their meeting held on
January 1, 2025, on which one of the Joint Auditors, i.e., M/s. Monika Jain & Co. Chartered
Accountants (“MJCO”), have expressed an unmodified opinion.
c. Audited Special Purpose Standalone Ind AS Financial Statements of the Company as at and for the
year ended March 31, 2023, prepared in accordance with Ind AS and other accounting principles
generally accepted in India. These Audited Special Purpose Standalone Ind AS Financial
Statements, have been approved by the Board of Directors at their meeting held on January 1, 2025,
on which one of the Joint Auditors, i.e. MJCO, have expressed an unmodified opinion.
The financial statements of the companies and entities included within the Group for the years ended
March 31, 2024, March 31, 2023 were originally prepared by the respective companies and entities
included within the Group in accordance with the accounting standards prescribed under section 133 of
the Act read with the relevant rules issued thereunder (“Indian GAAP”), and other accounting principles
generally accepted in India and were approved by the Board of Directors at their meeting held on
September 2, 2024, and September, 6, 2023, respectively, on which the erstwhile auditors have expressed
an unmodified opinion vide their reports of even date.
For the purpose of inclusion in Offer Documents, the Audited Special Purpose Ind AS Financial
Statements have been prepared, considering the transition date as April 1, 2021. Accordingly, the
Company has applied the same accounting policies (both mandatory exceptions and optional exemptions
availed as per Ind AS 101, as applicable) as on April 1, 2021, for these Audited Special Purpose Ind AS
Financial Statements, read with note 50.6. The accounting policies have been consistently applied by the
Company in preparation of the Audited Special Purpose Ind AS Financial Statements.
As such, Audited Standalone/Consolidated Ind AS Financial Statements are prepared considering the
accounting principles stated in Ind AS, as adopted by the Group and described in subsequent paragraphs.
These Audited Standalone/Consolidated Ind AS Financial Statements have been prepared solely for the
purpose of preparation of Restated Consolidated Financial Information which will be included in Offer
Documents in relation to the proposed Initial Public Offer, which requires financial statements of all the
periods included, to be presented under Ind AS. As such, these Audited Standalone/Consolidated Ind AS
Financial Statements are not suitable for any other purpose other than for the purpose of preparation of
Restated Consolidated Financial Information and are also not financial statements prepared pursuant to
266Euro Pratik Sales Limited
(Formerly known as Euro Pratik Sales Private Limited)
CIN: U74110MH2010PLC199072
Notes forming part of the Restated Consolidated Financial Information
any requirements under section 129 of the Act. These Audited Standalone/Consolidated Ind AS Financial
Statements have been prepared after incorporating adjustments for the changes in accounting policies,
material errors and regrouping/reclassifications retrospectively in the years ended March 31, 2024, and
March 31, 2023. The accounting policies have been consistently applied by the Group in preparation of
the Audited Standalone/Consolidated Ind AS Financial Statements.
These Audited Standalone/Consolidated Ind AS Financial Statements do not reflect the effects of events
that occurred subsequent to the respective dates of board meeting for adoption of the audited financial
statements for the years ended March 31, 2024 and March 31, 2023.
The Audited Standalone/Consolidated Ind AS Financial Statements have been prepared on a historical
cost basis, except
Certain financial assets and financial liabilities measured at fair value.
Defined benefit plans where plan assets measured at fair value.
Investments in equity instruments, other than investments in subsidiary & associates, measured at
fair value through profit & loss account (FVTPL)
The group’s presentation and functional currency is Indian rupees. All amounts in these Audited
Standalone/Consolidated Ind AS Financial Statements, except per share amounts and unless as stated
otherwise, have been rounded off to two decimal places and have been presented in Millions.
Basis of Consolidation
The Restated Consolidated Financial Information comprises the financial information in respect of the
below entities
Name of the Entity Nature of relationship March 31, 2025 March 31, 2024
Gloirio Décor Private Subsidiary 100.00% -
Limited (w.e.f. June 14, 2024)
Euro Pratik C Corp Inc Subsidiary 78.95% 100.00%
Euro Pratik USA LLC Step down Subsidiary 50.10% 42.50%
(Associate until March 31,
2024)
Euro Pratik Trade FZCO Subsidiary 100.00% -
Euro Pratik E U d.o.o Step Down Subsidiary 50.10% -
Euro Pratik Intex LLP Limited Liability Partnership 53.00% -
where control exists
(w.e.f. August 13, 2024)
The company did not have any investments in subsidiaries, associates, or joint ventures during or as of
the end of the financial years ending March 31, 2023. Therefore, it was not required to prepare
Consolidated Financial Statements. As a result, the amounts presented in the Restated Consolidated
Financial Information for these years are based on the Standalone Financial Statements.
Subsidiaries:
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or
has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power over the entity. The financial statements of subsidiaries are included in the
consolidated financial statements from the date on which control commences until the date on which
control ceases.
267Euro Pratik Sales Limited
(Formerly known as Euro Pratik Sales Private Limited)
CIN: U74110MH2010PLC199072
Notes forming part of the Restated Consolidated Financial Information
Transaction eliminated on consolidation:
The Group combines the financial statements of the Company and its subsidiary line by line adding
together like items of assets, liabilities, equity, income and expenses. Intragroup transactions, balances
and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting
policies of subsidiary has been changed where necessary to ensure consistency with the policies adopted
by the group.
Non-Controlling Interests
Non-controlling interests in the net assets of consolidated subsidiaries is identified and presented in the
consolidated balance sheet separately within equity.
Non-controlling interests in the net assets of consolidated subsidiaries consists of:
(a) The amount of equity attributable to non-controlling interests at the date on which investment in a
subsidiary is made; and
(b) The non-controlling interests share of movements in equity since the date parent subsidiary
relationship came into existence.
Investment in Associate
An associate is an entity over which the Group has significant influence and that is neither a subsidiary
nor an interest in a joint venture. Significant influence is the power to participate in the financial and
operating policy decisions of the investee but is not control or joint control over those policies. An
investment in an associate is accounted for using the equity method from the date on which the investee
becomes an associate. On acquisition of the investment in an associate, any excess of the cost of the
investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the
investee is recognised as goodwill, which is included within the carrying amount of the investment. Any
excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of
the investment, after reassessment, is recognised immediately in capital reserve in the period in which the
investment is acquired.
2.2 Use of Judgment and Estimates
The preparation of Restated Consolidated Financial Information in conformity with Ind AS requires
judgments, estimates and assumptions to be made that affect the reported amount of assets and liabilities,
disclosure of contingent liabilities on the date of the Restated Consolidated Financial Information and the
reported amount of assets and liabilities, disclosure of contingent liabilities on the date of the Restated
Consolidated Financial Information and the reported amount of revenues and expenses during the
reporting period. Difference between the actual results and estimates are recognized in the period in which
the results are known/ materialized.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised prospectively.
Judgments
Information about judgments made in applying accounting policies that have the most significant effects
on the amounts recognised in the Restated Consolidated Financial Information is included in the
following notes:
i) Determining the amount of Impairment loss
268Euro Pratik Sales Limited
(Formerly known as Euro Pratik Sales Private Limited)
CIN: U74110MH2010PLC199072
Notes forming part of the Restated Consolidated Financial Information
ii) Determining the amount of expected credit loss on financial assets (including trade receivables)
iii) Identification of performance obligation in revenue recognition
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a
material adjustment is included in the following notes:
i) Estimate of useful life used for the purposes of depreciation and amortisation on property plant and
equipment, investment properties and intangible assets.
ii) Valuation of inventories
iii) Revenue recognition and provision for onerous contracts.
iv) Recognition of deferred tax assets: availability of future taxable profit against which tax losses
carried forward can be used
v) Measurement of defined benefit obligations; key actuarial assumption
vi) Impairment of financial and non-financial assets
vii) Recognition and measurement of provisions and contingencies; key assumptions about the
likelihood and magnitude of an outflow of resources
viii) Determination of incremental borrowing rate for leases
Operating cycle
Based on the nature of products and the time between the acquisition of assets for processing and their
realisation in cash and cash equivalents and for classification of assets and liabilities into current and non-
current, operating cycle has been considered as 12 months.
2.3 Property Plant and Equipment:
Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated
impairment losses, if any. The cost of an item of property, plant and equipment comprises its purchase
price and non-refundable purchase taxes, any directly attributable costs of bringing the asset to its working
condition for its intended use and estimated costs of dismantling and removing the item and restoring the
item and restoring the site on which it is located.
Subsequent expenditure related to an item of property, plant and equipment is capitalised only if it is
probable that future economic benefits associated with the item will flow to the group and the cost can
be reliably measured.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in statement of
profit and loss.
Transition to Ind AS
Upon transition to Ind AS, the Company has elected to continue with the carrying value of all of its
property, plant and equipment recognised as of April 1, 2021 (transition date) measured as per the
previous GAAP and use that carrying value as its deemed cost as of the transition date.
Depreciation
Depreciation is provided on a written down value method based on their estimated useful lives as
prescribed in Schedule II of the Companies Act.
For certain items of Property, Plant and Equipment, the group depreciates over estimated useful life which
are different from the useful lives prescribed under Schedule II to the Companies Act, 2013 which is
based upon technical assessment and management estimate. The management believes that these
estimated useful lives are realistic and reflect fair approximation of the period over which the assets are
likely to be used.
269Euro Pratik Sales Limited
(Formerly known as Euro Pratik Sales Private Limited)
CIN: U74110MH2010PLC199072
Notes forming part of the Restated Consolidated Financial Information
The estimated useful lives and residual values are reviewed at the end of each reporting period, with the
effect of any change in estimate accounted for on a prospective basis.
The estimated useful lives are as mentioned below:
Type of Asset Estimated Useful Life
Buildings 60 Years
Furniture & Fixtures 10 Years
Vehicles 8 Years
Plant & Equipment 5 - 15 Years
Electrical Installations 10 Years
Computers 3 Years
Depreciation on property, plant and equipment which are added / disposed of during the year, is provided
on pro-rata basis with reference to the date of addition / deletion.
Derecognition
The carrying amount of an item of property, plant and equipment is derecognized on disposal or when no
future economic benefits are expected from its use or disposal. The consequential gain or loss is measured
as the difference between the net disposal proceeds and the carrying amount of the item and is recognized
in the statement of profit and loss.
2.4 Intangible Assets
Recognition
Intangible assets are carried at cost net of accumulated amortization and accumulated impairment losses,
if any.
Amortization
Intangible assets are Amortised over their estimated useful lives (5 years) using the written down value
method. Amortisation method, useful lives and residual values are reviewed at the end of each reporting
date and adjusted if appropriate.
2.5 Investment Property
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial
recognition, investment properties are stated at cost less accumulated depreciation and accumulated
impairment loss if any.
Transition to Ind AS
Upon transition to Ind AS, the Company has elected to continue with the carrying value of all of its
property, plant and equipment recognised as of April 1, 2021 (transition date) measured as per the
previous GAAP and use that carrying value as its deemed cost as of the transition date.
Depreciation is recognised using the written down value method so as to write off the cost of the
investment property less their residual value over their useful lives specified in Schedule II to the
Companies Act, 2013, or in the case of assets where the useful life was determined by technical
evaluation, over the useful life so determined. Depreciation method is reviewed at each financial year end
to reflect the expected pattern of consumption of the future benefit embodied in the investment property.
The estimated useful life and residual values are also reviewed at each financial year end and the effect
of any change in the estimates of useful life/residual value is accounted on prospective basis.
270Euro Pratik Sales Limited
(Formerly known as Euro Pratik Sales Private Limited)
CIN: U74110MH2010PLC199072
Notes forming part of the Restated Consolidated Financial Information
Investment properties are derecognised either when they have been disposed off and no future economic
benefit is expected from their disposal.
The difference between the net disposal proceeds and the carrying amount of the asset is recognised in
profit or loss in the period of derecognition.
2.6 Business Combination
Business Combinations are accounted for using the acquisition method as prescribed in Ind AS 103
Business Combinations of accounting, except for common control transactions which are accounted using
the pooling of interest method that is accounted at carrying values.
The cost of an acquisition is measured at the fair value of the assets transferred, equity instruments issued,
and liabilities assumed at their acquisition date i.e. the date on which control is acquired. Contingent
consideration to be transferred is recognized at fair value and included as part of cost of acquisition.
Transaction-related costs are expensed in the period in which the costs are incurred.
Goodwill arising on business combination is initially measured at cost, being the excess of the aggregate
of the consideration transferred and the amount recognized for non-controlling interests, and any previous
interest held, over the fair value of net identifiable assets acquired and liabilities assumed.
2.7 Impairment of Non-Financial Assets
Non-financial assets other than inventories and deferred tax assets are reviewed at each Balance Sheet
date to determine whether there is any indication of impairment. If any such indication exists, or when
annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount.
The recoverable amount is higher of the assets or Cash-Generating Units (CGU’s) fair value less costs of
disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset
does not generate cash inflows that are largely independent of those from other assets or group of assets.
When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount.
2.8 Leases
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset
for a period of time in exchange for consideration.
As a lessee
(A) Lease Liability
At the commencement date, the Group measures the lease liability at the present value of the lease
payments that are not paid at that date. The lease payments shall be discounted using incremental
borrowing rate.
(B) Right-of-use assets
Initially recognized at cost, which comprises the initial amount of the lease liability adjusted for
any lease payments made at or prior to the commencement date of the lease plus any initial direct
costs less any lease incentives.
271Euro Pratik Sales Limited
(Formerly known as Euro Pratik Sales Private Limited)
CIN: U74110MH2010PLC199072
Notes forming part of the Restated Consolidated Financial Information
Subsequent measurement
(A) Lease Liability
Group measures the lease liability by (a) increasing the carrying amount to reflect interest on the
lease liability; (b) reducing the carrying amount to reflect the lease payments made; and (c)
remeasuring the carrying amount to reflect any reassessment or lease modifications.
(B) Right-of-use assets
Subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use
assets are depreciated from the commencement date on a straight line basis over the shorter of the
lease term and useful life of the under lying asset.
Short term lease:
Short term lease is that, at the commencement date, has a lease term of 12 months or less. A lease that
contains a purchase option is not a short-term lease. If the group elected to apply short term lease, the
lessee shall recognize the lease payments associated with those leases as an expense on either a straight-
line basis over the lease term or another systematic basis. The lessee shall apply another systematic basis
if that basis is more representative of the pattern of the lessee's benefit.
As a lessor
Leases for which the Group is a lessor is classified as a finance or operating lease. Whenever the terms
of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is
classified as a finance lease. All other leases are classified as operating leases.
Lease income is recognized in the statement of profit and loss on straight line basis over the lease term.
Transition to Ind AS:
Upon transition to Ind AS group has opted for exemption to assess whether a contract or arrangement
contains a lease as per Ind AS 116 on the basis of facts and circumstances existing at the date of transition
as per Ind AS 101.
The Group has opted to apply the practical exemption to not to recognize a right of use asset and a
corresponding lease liability in respect of leases where the lease term ends within 12 months from the
date of transition. In cases where the lease term ends beyond a period of 12 months from the date of
transition, the Group has applied modified retrospective approach and measured its lease liability at the
present value of the remaining lease payments discounted using the Group's incremental borrowing rate
at the date of transition to Ind AS.
2.9 Investment in subsidiaries
The Group has elected to recognize its investments in Subsidiary Company at Cost in accordance with
the option available in Ind AS 27 ‘Separate Financial Statements’.
2.10 Inventories
• Inventories are measured at the lower of cost and net realisable value. The cost of inventories
includes expenditure incurred in acquiring the inventories, and other costs incurred in bringing
them to their present location and condition.
• Net realisable value is the estimated selling price in the ordinary course of business, less the
estimated selling expenses.
272Euro Pratik Sales Limited
(Formerly known as Euro Pratik Sales Private Limited)
CIN: U74110MH2010PLC199072
Notes forming part of the Restated Consolidated Financial Information
2.11 Revenue Recognition
Sale of products
Revenue is recognised upon transfer of control of promised products to customers in an amount that
reflects the consideration which the Company expects to receive in exchange for those products.
Revenue from the sale of products is recognised at the point in time when control is transferred to the
customer, which generally coincides with the delivery of goods to customers, based on contracts with the
customers. Export sales are recognized on the issuance of Bill of Lading/ Airway bill by the carrier.
Revenue is measured based on the transaction price, which is the consideration, adjusted for volume
discounts, price concessions, incentives, and returns, if any, as specified in the contracts with the
customers.
Revenue excludes taxes collected from customers on behalf of the government. Accruals for
discounts/incentives and returns are estimated (using the most likely method) based on accumulated
experience and underlying schemes and agreements with customers.
Dividend income
Dividend income is accounted for when the right to receive the same is established, which is generally
when shareholders approve the dividend.
Interest income
Interest income is recognized using the effective interest rate (EIR) method.
Insurance Claims
Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the
extent that the amount recoverable can be measured reliably and it is reasonable to expect ultimate
collection.
Other Income
Other income is accounted for on accrual basis except where the receipt of income is uncertain in which
case it is accounted for on receipt basis.
2.12 Employee benefits
(i) Short term Employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed
as the related service is provided. A liability is recognised for the amount expected to be paid, if
the group has a present legal or constructive obligation to pay this amount as a result of past service
provided by the employee, and the amount of obligation can be estimated reliably.
(ii) Post Employee benefits
Defined Contribution Plan
Defined contribution plans are Provident Fund, Employee State Insurance Scheme and Pension
Scheme for all applicable employees.
Recognition and measurement of defined contribution plans:
The Group recognises contribution payable to a defined contribution plan as an expense in the
Statement of Profit and Loss when the employees render services.
273Euro Pratik Sales Limited
(Formerly known as Euro Pratik Sales Private Limited)
CIN: U74110MH2010PLC199072
Notes forming part of the Restated Consolidated Financial Information
Defined-benefit plans
For defined benefit retirement plans, the cost of providing benefits is determined using the
Projected Unit Credit Method, with actuarial valuation being carried out at each balance sheet date.
Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling
(if applicable) and the return on plan assets (excluding net interest), is reflected immediately in the
balance sheet with a charge or credit recognized in other comprehensive income in the period in
which they occur. Remeasurement recognized in other comprehensive income is reflected
immediately in retained earnings and is not reclassified to statement of profit and loss. Past service
cost is recognized as an expense when the plan amendment or curtailment occurs or when any
related restructuring costs or termination benefits are recognized, whichever is earlier. The service
cost, net interest on the net defined benefit liability/ (asset) is treated as a net expense within
employment cost. The retirement benefit obligation recognized in the balance sheet represents the
present value of the defined-benefit obligation as reduced by the fair value plan assets.
2.13 Foreign Currency Transactions
Monetary Items
Transactions in foreign currencies are initially recorded at their respective exchange rates at the date the
transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at exchange rates
prevailing on the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognized in Statement
of Profit and Loss either as profit or loss on foreign currency transaction and translation or as borrowing
costs to the extent regarded as an adjustment to borrowing costs.
Non – Monetary items
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated
using the exchange rates at the dates of the initial transactions.
Translation of financial statements of foreign entities
On consolidation, the assets and liabilities of foreign operations are translated into ₹ (Indian Rupees) at
the exchange rate prevailing at the reporting date and their statements of profit and loss are translated at
exchange rates prevailing at the dates of the transactions. For practical reasons, the group uses an average
rate to translate income and expense items, if the average rate approximates the exchange rates at the
dates of the transactions.
The exchange differences arising on translation for consolidation are recognised in Consolidated
Statement of OCI. On disposal of a foreign operation, the component of OCI relating to that particular
foreign operation is reclassified to Consolidated Statement of Profit and Loss.
2.14 Provisions, Contingent Liabilities and Contingent Assets
The Group estimates the provisions that have present obligations as a result of past events, and it is
probable that outflow of resources will be required to settle the obligations. These provisions are reviewed
at the end of each reporting period and are adjusted to reflect the current best estimates.
The Group uses significant judgements to assess contingent liabilities. Contingent liabilities are disclosed
when there is a 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 Group or a present obligation that arises from past events where it is either not probable
that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount
274Euro Pratik Sales Limited
(Formerly known as Euro Pratik Sales Private Limited)
CIN: U74110MH2010PLC199072
Notes forming part of the Restated Consolidated Financial Information
cannot be made. Contingent assets are neither recognised nor disclosed in the Audited Consolidated Ind
AS Financial Statements.
2.15 Fair Value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based
on the presumption that the transaction to sell the asset or transfer the liability takes place either:
In the principal market for the asset or liability, or
In the absence of a principal market, in the most advantageous market which can be accessed by
the Group for the asset or liability.
The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their economic best
interest.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing
the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed, are categorized within the fair
value hierarchy, described as follows, based on the lowest level input that is significant to the fair value
measurement as a whole:
Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable
Level 3 Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable
For assets and liabilities that are on a recurring basis, the Group determines whether transfers have
occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input
that is significant to the fair value measurement as a whole) at the end of each reporting period.
2.16 Financial Assets
Initial recognition and measurement
All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded
at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial
asset.
Subsequent measurement
Subsequent measurement is determined with reference to the classification of the respective financial
assets. Based on the business model for managing the financial assets and the contractual cash flow
characteristics of the financial asset, the Group classifies financial assets as subsequently measured at
amortized cost, fair value through other comprehensive income or fair value through profit and loss.
Debt instruments at amortized cost
Debt instruments such as trade and other receivables, security deposits and loans given are measured at
the amortized cost if both the following conditions are met:
The asset is held within a business model whose objective is to hold assets for collecting contractual
cash flows, and
275Euro Pratik Sales Limited
(Formerly known as Euro Pratik Sales Private Limited)
CIN: U74110MH2010PLC199072
Notes forming part of the Restated Consolidated Financial Information
Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of
principal and interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortized cost using the
effective interest rate (EIR) method. Amortized cost is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is
included in finance income in the profit or loss. The losses arising from impairment are recognized in the
profit or loss.
Debt instruments at Fair value through Other Comprehensive Income (FVOCI)
A ‘debt instrument’ is classified as at the FVTOCI if both of the following criteria are met:
The objective of the business model is achieved both by collecting contractual cash flows and
selling the financial assets, and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest (SPPI) on the principal amount outstanding
Debt instruments included within the FVTOCI category are measured initially as well as at each reporting
date at fair value. Fair value movements are recognized in the other comprehensive income (OCI).
Debt instruments at Fair value through Profit or Loss (FVTPL)
FVTPL is a residual category for debt instruments excluding investments in subsidiary companies. Any
debt instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI,
is classified as at FVTPL.
After initial measurement, any fair value changes including any interest income, foreign exchange gain
and losses, impairment losses and other net gains and losses are recognized in the Statement of Profit and
Loss.
Equity investments
All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are
held for trading are classified as at Fair value through Profit and Loss (FVTPL). The Group makes such
election on an instrument-by-instrument basis. The classification is made on initial recognition and is
irrevocable.
Equity instruments included within the FVTPL category are measured at fair value with all changes
recognized in the Profit or loss.
De-recognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial
assets) is primarily derecognized (i.e. removed from the Group's Balance Sheet) when
The rights to receive cash flows from the asset have expired, or the Group has transferred its rights
to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in
full without material delay to a third party under a 'pass-through' arrangement; and either:
The Group has transferred substantially all the risks and rewards of the asset, or
The Group has neither transferred nor retained substantially all the risks and rewards of the asset
but has transferred control of the asset.
On de-recognition, any gains or losses on all debt instruments (other than debt instruments measured at
FVTOCI) and equity instruments (measured at FVTPL) are recognized in the Statement of Profit and
Loss. Gains and losses in respect of debt instruments measured at FVTOCI and that are accumulated in
OCI are reclassified to profit or loss on de-recognition. Gains or losses on equity instruments measured
276Euro Pratik Sales Limited
(Formerly known as Euro Pratik Sales Private Limited)
CIN: U74110MH2010PLC199072
Notes forming part of the Restated Consolidated Financial Information
at FVTOCI that are recognized and accumulated in OCI are not reclassified to profit or loss on de-
recognition.
2.17 Impairment of financial assets
The Group applies expected credit loss (ECL) model for measurement and recognition of impairment
loss on the following financial assets and credit risk exposure:
a. Financial assets that are debt instruments, and are measured at amortized cost e.g., loans, debt
securities, deposits, trade receivables and bank balance.
b. Financial assets measured at fair value through other comprehensive income.
In case of other assets (listed as a) above), the group determines if there has been a significant increase
in credit risk of the financial asset since initial recognition. If the credit risk of such assets has not
increased significantly, an amount equal to 12-month ECL is measured and recognized as loss allowance.
However, if credit risk has increased significantly, an amount equal to lifetime ECL is measured and
recognized as loss allowance.
2.18 Financial Liabilities
Initial recognition and measurement
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings including bank
overdrafts.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial Liabilities at Fair Value through Profit or Loss (FVTPL)
Financial liabilities at fair value through profit or loss include financial liabilities designated upon initial
recognition as at fair value through profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated
at the initial date of recognition, and only if the criteria in Ind-AS 109 are satisfied. For liabilities
designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk is recognized in
OCI. These gains/ losses are not subsequently transferred to profit or loss. However, the group may
transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are
recognized in the statement of profit or loss.
Financial Liabilities at amortized cost
Financial liabilities classified and measured at amortized cost such as loans and borrowings are initially
recognized at fair value, net of transaction cost incurred. After initial recognition, financial liabilities are
subsequently measured at amortized cost using the Effective interest rate (EIR) method. Gains and losses
are recognized in profit or loss when the liabilities are derecognized as well as through the EIR
amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or
costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement
of profit and loss.
277Euro Pratik Sales Limited
(Formerly known as Euro Pratik Sales Private Limited)
CIN: U74110MH2010PLC199072
Notes forming part of the Restated Consolidated Financial Information
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the de-recognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognized in the statement of profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset, and the net amount is reported in the Consolidated
balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is
an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously. The
legally enforceable right must not be contingent on future events and must be enforceable in the normal
course of business and in the event of default, insolvency or bankruptcy of the group, or the counterparty.
2.19 Borrowings
Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortized cost. Any differences between the proceeds (net of transaction costs)
and the redemption amount is recognized in Profit or loss over the period of the borrowing using the
effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction
costs of the loan to the extent that it is probable that some or all of the facilities will be drawn down. In
this case, the fee is deferred until the drawdown occurs.
The borrowings are removed from the Balance sheet when the obligation specified in the contract is
discharged, cancelled or expired. The difference between the carrying amount of the financial liability
that has been extinguished or transferred to another party and the consideration paid including any
noncash asset transferred or liabilities assumed, is recognized in profit or loss as other gains/(losses).
Borrowings are classified as current liabilities unless the group has an unconditional right to defer
settlement of the liability of at least 12 months after the reporting period. Where there is a breach of a
material provision of a long-term loan arrangement on or before the end of the reporting period with the
effect that the liability becomes payable on demand on the reporting date, the entity does not classify the
liability as current, if the lender agreed, after the reporting period and before the approval of the
Consolidated Financial Statement for issue, not to demand payment as a consequence of the breach.
2.20 Borrowing Cost
Borrowing costs directly attributable to the construction or production of a qualifying asset are capitalized
during the period of time that is required for the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as
part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur.
Borrowing costs consist of interest and other costs (including exchange differences relating to foreign
currency borrowings to the extent that they are regarded as an adjustment to interest costs) that an entity
incurs in connection with the borrowing of funds.
2.21 Taxes on Income
Current and Deferred Tax
Current tax is the amount of tax payable determined in accordance with the applicable tax rates and
provisions of the Income Tax Act, 1961 and other applicable tax laws.
278Euro Pratik Sales Limited
(Formerly known as Euro Pratik Sales Private Limited)
CIN: U74110MH2010PLC199072
Notes forming part of the Restated Consolidated Financial Information
Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the
Balance sheet and the corresponding tax bases used in the computation of taxable profit and are accounted
for using the liability method. Deferred tax liabilities are generally recognized for all taxable temporary
differences, and deferred tax assets are generally recognized for all deductible temporary differences,
carry forward tax losses and allowances to the extent that it is probable that future taxable profits will be
available against which those deductible temporary differences, carry forward tax losses and allowances
can be utilized. Deferred tax assets and liabilities are measured at the applicable tax rates. Deferred tax
assets and deferred tax liabilities are off set, and presented as net.
Current and deferred taxes relating to items directly recognized in reserves are recognized in reserves and
not in the Statement of Profit and Loss.
2.22 Earnings per share
Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post-tax effect
of extraordinary items, if any) by the weighted average number of equity shares outstanding during the
year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post-
tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense
or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted
average number of equity shares considered for deriving basic earnings per share and the weighted
average number of equity shares which could have been issued on the conversion of all dilutive potential
equity shares.
2.23 Cash and Cash equivalents
For the purpose of presentation in statement of cash flows, cash and cash equivalents includes cash on
hand, deposit held at call with financial institution, other short term, highly liquid investments with
original maturities of 3 months or less that are readily convertible to known amounts of cash and which
are subject to an insignificant risk of changes in value, and bank overdrafts. Bank Overdrafts are shown
within borrowings in current liabilities in Balance sheet.
2.24 Cash Flows
Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and
tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or
future cash receipts or payments. The cash flows from operating, investing and financing activities of the
group are segregated based on the available information.
2.25 Dividend
Final dividend on shares is recorded as a liability on the date of approval by the shareholders and Interim
dividends are recorded as a liability on the date of declaration by the Company’s Board of Directors.
2.26 Segment Reporting
Segment reporting Operating segments are reported in a manner consistent with the internal reporting
provided to the Chief Operating Decision Maker (CODM) of the Company. The CODM is responsible
for allocating resources and assessing performance of the operating segments of the Company.
279Euro Pratik Sales Limited
(Formerly known as Euro Pratik Sales Private Limited)
CIN: U74110MH2010PLC199072
Notes forming part of the Restated Consolidated Financial Information
2.27 Recent Pronouncements:
The Ministry of Corporate Affairs ("MCA") has vide notification dated August 12, 2024 notified the Ind
AS 117, Insurance Contracts vide Companies (Indian Accounting Standards) Amendment Rules, 2024
and are effective on or after April 1, 2024 and its supersedes Ind AS 104, Insurance Contracts. Ind AS
117 shall be applicable to entities having (a) insurance contracts, including reinsurance contracts, it issues;
(b) reinsurance contracts it holds; and (c) investment contracts with discretionary participation features it
issues, provided the entity also issues insurance contracts.
Further, the MCA has notified the Companies (Indian Accounting Standards) Second Amendment Rules,
2024, which amend Ind AS 116, Leases, with respect to Lease Liability in a Sale and Leaseback. The
amendment specifies the requirements for a seller-lessee in measuring the lease liability arising from a
sale and leaseback transaction. It ensures that the seller-lessee does not recognize any amount of the gain
or loss related to the right of use it retains. This notification came into force with effect from the date of
their publication in the official gazette i.e. September 9, 2024.
Subsequently, the MCA notified the Companies (Indian Accounting Standards) Third Amendment Rules,
2024, to provide relief to the insurers or insurance companies. As per the notification, the insurers or
insurance companies may provide their financial statements prepared in accordance with Ind AS 104 to
their parent, investor, or venturer for preparation consolidated financial statements by the parent/ investor/
venturer, until the Insurance Regulatory and Development Authority notifies Ind AS 117. Additionally,
Ind AS 104 has been reissued for use by the insurers or insurance companies. This Notification came into
force with effect from the date of their publication in the official gazette i.e. September 28, 2024.
The Group has assessed the impact of the amendments and the same are not expected to have a material
impact on the Group.
280Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
3 Property, plant and equipment
Furniture & Plant & Computers & Electrical
Particulars Buildings Vehicles Total
Fixtures Equipment Peripherals Installations
I. Cost/ Deemed Cost
As at March 31, 2022 3.57 4.10 10.92 3.49 0.41 0.50 22.99
Additions - - 3.00 0.26 0.24 - 3.50
Deletions - - - - - - -
As at March 31, 2023 3.57 4.10 13.92 3.75 0.65 0.50 26.49
Additions - - 2.45 0.01 0.04 0.04 2.54
Deletions - - - - - - -
As at March 31, 2024 3.57 4.10 16.37 3.76 0.69 0.54 29.03
Additions - 11.51 3.86 7.45 0.70 - 23.52
Deletions - - - - - - -
As at March 31, 2025 3.57 15.61 20.23 11.21 1.39 0.54 52.55
II. Accumulated Depreciation
As at March 31, 2022 0.17 1.00 2.92 0.60 0.19 0.13 5.01
Additions 0.17 0.80 2.69 0.55 0.21 0.14 4.56
Deletions - - - - - - -
As at March 31, 2023 0.34 1.80 5.61 1.15 0.40 0.27 9.57
Additions 0.16 0.60 3.18 0.47 0.18 0.10 4.69
Deletions - - - - - - -
As at March 31, 2024 0.50 2.40 8.79 1.62 0.58 0.37 14.26
Additions 0.15 2.47 2.65 1.90 0.35 0.09 7.60
Deletions - - - - - - -
As at March 31, 2025 0.65 4.87 11.44 3.52 0.93 0.46 21.87
III. Net Carrying amount
At March 31, 2023 3.23 2.30 8.31 2.60 0.25 0.23 16.92
As at March 31, 2024 3.07 1.70 7.58 2.14 0.11 0.17 14.77
As at March 31, 2025 2.92 10.74 8.79 7.69 0.46 0.08 30.67
Notes:
(i)TheGrouphaselectedtocontinuewiththecarryingvalueofitsproperty,plantandequipmentrecognisedasofApril1,2021(transitiondate)measuredasperthepreviousGAAPand
use that carrying value as the deemed cost as of the date of transition.
(ii) The Group has not revalued its property, plant and equipment during the periods mentioned.
(iii) Title deeds of all immovable properties comprising of buildings which are freehold are in the name of the respective companies included in the Group.
(iv)TheGrouphasassessedrecoverableamountofProperty,PlantandEquipmentbyestimatingitsValueinUse.Basedonaforementionedassessmentithasbeenconcludedthatthe
recoverable amount is higher than the respective carrying amount.
(v) The Group does not have any Benami property, where any proceeding has been initiated or pending against the group for holding any Benami property.
(vi) For details of assets acquired under business combination, refer note 49.
281Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
4 Right of Use Asset 5 Intangible Assets
Particulars Total Particulars Trademark Software Total
I. Cost I. Cost
As at March 31, 2022 159.83 As at March 31, 2022 - - -
Additions 4.86 Additions - - -
Deletions - Deletions - - -
Ind AS adjustments - Ind AS adjustments - - -
As at March 31, 2023 164.69 As at March 31, 2023 - - -
Additions - Additions - - -
Deletions - Deletions - - -
Ind AS adjustments - Ind AS adjustments - - -
As at March 31, 2024 164.69 As at March 31, 2024 - - -
Additions 194.36 Additions 0.10 0.34 0.44
Deletions - Deletions - - -
Adjustments on account of Termination of Lease (166.36) Ind AS adjustments - - -
As at March 31, 2025 192.69 As at March 31, 2025 0 .10 0.34 0.44
II. Accumulated Depreciation II. Accumulated Depreciation
As at March 31, 2022 12.27 As at March 31, 2022 - - -
Additions 17.37 Additions - - -
Deletions - Deletions - - -
Ind AS adjustments - Ind AS adjustments - - -
As at March 31, 2023 29.64 As at March 31, 2023 - - -
Additions 17.71 Additions - - -
Deletions - Deletions - - -
As at March 31, 2024 47.35 As at March 31, 2024 - - -
Additions 34.49 Additions 0.02 0.11 0.13
Deletions - Deletions - - -
Adjustments on account of Termination of Lease (49.01) Ind AS adjustments - - -
As at March 31, 2025 32.83 As at March 31, 2025 0.02 0.11 0.13
III. Net Carrying amount III. Net Carrying amount
As at March 31, 2023 135.05 As at March 31, 2023 - - -
As at March 31, 2024 117.34 As at March 31, 2024 - - -
As at March 31, 2025 159.86 As at March 31, 2025 0 .08 0.23 0.31
(i) Refer note 47 for disclosures under Ind AS 116 - Leases (i) The Group has not revalued its intangible assets during the periods mentioned.
(ii) TheGroup hasassessed recoverableamount ofIntangible Assetsbyestimatingits Valuein
Use.Basedonaforementionedassessmentithasbeenconcludedthat therecoverable amountis
higher than the respective carrying amount.
(iii) The Group does not have any intangible assets under development
(iv) For details of assets acquired under Business Combination, refer Note 49.
282Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
6 Investment Property
Particulars Total
I. Cost
As at March 31, 2022 13.95
Additions 121.20
Deletions -
As at March 31, 2023 135.15
Additions -
Deletions -
As at March 31, 2024 135.15
Additions -
Deletions -
As at March 31, 2025 135.15
II. Accumulated Depreciation
As at March 31, 2022 0.68
Additions 2.00
Deletions -
Ind AS adjustments
As at March 31, 2023 2.68
Additions 12.01
Deletions -
Ind AS adjustments -
As at March 31, 2024 14.69
Additions 10.89
Deletions -
As at March 31, 2025 25.58
III. Net Carrying amount
As at March 31, 2023 132.47
As at March 31, 2024 120.46
As at March 31, 2025 109.57
283Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
6.1 Amounts recognised in profit and loss:
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
(a) rental income from investment property 6.05 5.76 5.30
(b) direct operating expenses (including repairs and 1.25 0.07 0.06
maintenance) arising from investment property that
generated rental income during the period
6.2 Fair value of investment properties determined based on Independent valuers report are as disclosed below
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Gala No A-19, Shanti Complex, Sonale Village, Bhiwandi 52.52 52.52 50.42
Residential Flat 141.83 141.83 131.70
6.3 Notes:
(i) The Group has elected to continue with the carrying value of its Investment Property recognised as of April 1, 2021 (transition
date) measured as per the previous GAAP and use that carrying value as the deemed cost as of the date of transition date.
(ii) Title deeds of all investment Properties are held in the name of the respective companies in the Group.
(iii) The Group has assessed recoverable amount of Investment Property by estimating its Value in Use. Based on aforementioned
assessment it has been concluded that the recoverable amount is higher than the respective carrying amount.
(iv) The Group does not have any Benami property, where any proceeding has been initiated or pending against the Group for
holding any Benami property.
(v) The fair value of Investment Property as on March 31, 2025 is based on the most recent valuation as of March 31, 2024. No
additionalvaluationhasbeen conductedforthe periodended March31, 2025,asthefair valueisconsideredto beconsistent withthe
value as on March 31, 2024.
(vi) The Group has not revalued its Investment property during the periods mentioned.
(vii) For details of Investment property given on operating lease, refer note 47.
284Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
7 Loans (at amortised cost)
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Considered Good- Secured - - -
Considered Good- Unsecured
Loan to related parties # (Refer Note 42) - 14.07 -
Loan to others 12.50 12.50 -
Less: Loss Allowance - -
Total 12.50 26.57 -
Loan Receivable which have a significant increase in
credit risk - - -
Loans Receivables - Credit Impaired - - -
Less: Loss Allowance - - -
Total 12.50 26.57 -
# Loan balance is after adjustment of loss of associate company
(i) The Loans to others is repayable within 48 Months from date of the loan. Interest of 18% per annum is accrued and
received annually.
Loansoradvancesinthenatureofloansaregrantedtopromoters,directors,KMPs,andtherelatedparties,either
severally or jointly with any other person :
As at March 31, 2025 As at March 31, 2024
Amount of loan or % of total loans and Amount of loan or % of total loans
advance in nature advances in nature advance in nature and
Type of Borrower
of loan outstanding of of loan outstanding advances in
loans nature of
loans
Loans to Related Party (Associate) - - 14.07 52.95%
Loans to Others 12.50 100% 12.50 47.05%
Total 12.50 26.57
As at March 31, 2023
Amount of loan or % of total loans and
advance in nature advances in nature
Type of Borrower
of loan outstanding of
loans
Loans to Related Party (Associate) - -
Loans to Others - -
Total -
8 Other Financial Assets
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Unsecured considered good unless otherwise stated
Security Deposits * 17.68 5.50 5.20
Other Deposits 0.14
Bank deposits with more than 12 months maturity 0.00 31.00 30.00
Total 17.82 36.50 35.20
285Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
* Refer Note 42 for Related Party Transactions
(i)Outofthetotalfixeddeposits,depositamountingtoRs.Nil(asonMarch31,2024:Rs.10.00Million;March31,2023:Nil) has
been pledged as collateral for the overdraft facility availed by the group.
(ii) The Group exposure to financial risk and fair value measurement related to these financial instruments is disclosed in note 43.
9 Deferred tax (Asset)/Liabilities
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Deferred Tax Asset
Right-to-use assets and leases liabilities (1.91) (4.34) (2.93)
Other financials assets (0.77) (0.66) (0.74)
Allowance for expected credit losses (10.31) (0.43) (0.46)
Provision on employee benefits (1.84) (2.47) (1.87)
Property, plant and equipment (6.95) (3.64) (0.50)
Other current liabilities - (0.08) -
Other non current liabilities (0.06) - -
Investment measured at fair value - - (1.58)
Total Deferred Tax Asset (21.84) (11.62) (8.08)
Deferred Tax Liability
Other current assets 0.00 0.62 0.71
Other non current assets 0.79 - -
Other non current financial assets 0.02 - -
Other financial liabilities 0.06 0.08 -
Investment measured at fair value 0.39 4.46 -
Property, plant and equipment - - -
Total Deferred Tax Liability 1.26 5.16 0.71
Net Deferred Tax (Asset) / Liability (20.58) (6.46) (7.37)
(i) Refer Note 40 for movement in deferred tax
10 Other Non-current Assets
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Prepaid Lease Rentals 3.13 2.46 2.82
Capital Advances (Refer Note 44) 48.00 - -
Rent Advances 2.00 - -
Total 53.13 2.46 2.82
11 Inventories
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
At Lower of cost and net realisable value
Stock in trade 962.08 355.69 387.95
Total 962.08 355.69 387.95
(i)TherearegoodsintransitamountingtoRs.3.04millionattheMarch31,2025(Rs.NilasatMarch31,2024andMarch
31, 2023).
(ii)TheGrouphasnotwritten-downinventorytonetrealisablevalueAsatMarch31,2025,March31,2024andMarch31,
2023.
286Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
12 Current Investments
CONSOLIDATED STANDALONE
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Units Amount Units Amount Units Amount
Investments measured at Fair Value through Profit and Loss account
a) Investments in Equity Instruments (Quoted)
Aarti Industries Ltd Fv Of Rs. 5/- 316 0 .12 - - - -
Aarti Pharmlabs Limited Fv Of Rs. 5/- 505 0 .38 - - - -
ABB India Limited Fv Of Rs. 2/- - - 13 0 .08 9 0 .03
Abbott India Limited Fv Of Rs. 10/- - - 5 0 .14 4 0 .09
AdaniEnergySolutionsLimitedFvOfRs.10/-(FormerlyKnownAsAdani
Transmission Limited) - - 1,000 1 .03 6 00 0 .60
Adani Enterprises Limited Fv Of Rs. 1/- - - 892 2 .85 1 ,550 2 .71
Adani Ports And Special Economic Zone Limited Fv Of Rs. 2/- - - 1,111 1 .49 3 ,650 2 .31
Adani Power Limited Fv Of Rs. 10/- - - - - 1 4,350 2 .75
Adani Total Gas Limited Fv Of Rs. 1/- - - 1,650 1 .53 2 00 0 .17
Aditya Birla Capital Ltd Fv Of Rs. 10/- 1 ,798 0.40 - - - -
Aditya Birla Real Estate Ltd Fv Of Rs. 10/- (FormerlyKnown As Century
Textiles And Industries Limited) 92 0 .18 - - - -
Ajanta Pharma Limited Fv Of Rs. 2/- - - 29 0 .06 3 4 0 .04
Akzo Nobel India Ltd Fv Of Rs. 10/- 61 0 .22 - - - -
Alkem Laboratories Ltd Fv Of Rs. 2/- 5 3 0 .26 - - - -
Ambuja Cements Limited Fv Of Rs. 2/- - - 318 0 .19 8 34 0 .30
Asian Paints Limited Fv Of Rs. 1/- - - 14 0 .04 1 4 0 .04
Astral Limited Fv Of Rs. 1/- - - 9 0 .02 3 0 0 .04
AU Small Finance Bank Limited Fv Of Rs. 10/- - - 26 0 .01 - -
AWL Agri Business Ltd Fv Of Rs. 1/- (formerly known as Adani Wilmar
Limited) - - 6,850 2 .20 4 ,050 1 .64
Axis Bank Limited Fv Of Rs. 2/- - - - - 6 6 0 .06
Bajaj Finance Limited Fv Of Rs. 2/- - - 7 0 .05 5 0 .03
Bajaj Finserv Limited Fv Of Rs. 1/- - - 70 0 .12 8 57 1 .09
Balkrishna Industries Limited Fv Of Rs. 2/- - - 30 0 .07 2 1 0 .04
BEML Limited Fv Of Rs. 10/- - - 7 0 .02 2 1 0 .03
Bhansali Engineering Polymers Limited Fv Of Rs. 1/- - - - - 1 2,504 1 .23
Bharat Electronics Limited Fv Of Rs. 1/- - - 392 0 .08 - -
Bharti Airtel Pp Ltd Fv Of Rs. 5/- 4 42 0 .57 - - - -
Birla Corporation Ltd Fv Of Rs. 10/- 1 58 0 .17 - - - -
BSE Limited Fv Of Rs. 2/- - - 11 0 .03 - -
Campus Activewear Limited Fv Of Rs. 5/- - - - - 3 8 0 .01
Cello World Limited Fv Of Rs. 5/- - - 23 0 .02 - -
CG Power And Industrial Solutions Limited Fv Of Rs. 2/- - - 250 0 .14 1 69 0 .05
Cholamandalam Investment And Finance Company Limited Fv Of Rs. 2/- - - 72 0 .11 1 77 0 .13
Cholamandalam Financial Holdings Limited Fv Of Rs. 1/- - - 75 0 .05 - -
Cipla Limited Fv Of Rs. 2/- - - 40 0 .06 4 6 0 .04
CMS Info Systems Limited Fv Of Rs. 10/- - - 51 0 .02 - -
Coforge Limited Fv Of Rs. 10/- - - 22 0 .12 2 0 0 .08
Computer Age Management Services Limited Fv Of Rs. 10/- - - 52 0 .15 8 0 .02
Confidence Petroleum India Limited Fv Of Rs. 1/- - - 25,000 2.10 - -
Container Corporation Of India Limited Fv Of Rs. 5/- - - - - 3 8 0 .02
Craftsman Automation Limited Fv Of Rs. 5/- - - 6 0 .03 8 0 .03
CSB Bank Limited Fv Of Rs. 10/- - - 87 0 .03 - -
Cummins India Ltd Fv Of Rs. 2/- 1 34 0 .41 - - - -
Data Patterns India Limited Fv Of Rs. 2/- - - 15 0 .04 1 8 0 .02
DCM Shriram Ltd Fv Of Rs. 2/- 1 67 0 .18 - - - -
DCW Limited Fv Of Rs. 2/- - - 72,000 3.70 - -
Dr Lal Pathlabs Limited Fv Of Rs. 10/- - - 23 0 .05 1 7 0 .03
Dreamfolks Services Limited Fv Of Rs. 2/- - - 826 0 .40 - -
Eicher Motors Limited Fv Of Rs. 1/- 287 - - - - 1 9 0 .06Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
12 Current Investments
CONSOLIDATED STANDALONE
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Units Amount Units Amount Units Amount
Eureka Forbes Limited Fv Of Rs. 10/- - - 42 0 .02 - -
Five-Star Business Finance Limited Fv Of Rs. 1/- - - 121 0 .09 6 1 0 .03
Flair Writing Industries Limited Fv Of Rs. 5/- - - 7,500 1 .88 - -
FSN E-Commerce Ventures Limited Fv Of Rs. 1/- - - 309 0 .05 1 79 0 .02
Gail (India) Limited Fv Of Rs. 10/- - - - - 3 ,318 0 .35
Globus Spirits Limited Fv Of Rs. 10/- - - 2,400 1 .60 - -
GMM Pfaudler Limited Fv Of Rs. 2/- - - - - 3 00 0 .44
Godrej Consumer Products Limited Fv Of Rs. 1/- - - 34 0 .04 - -
Godrej Properties Limited Fv Of Rs. 5/- - - - - 1 ,500 1 .55
Gokaldas Exports Limited Fv Of Rs. 5/- - - 28 0 .02 - -
Grindwell Norton Limited Fv Of Rs. 5/- - - 33 0 .06 3 2 0 .06
Gujarat State Fertilizers & Chemicals Limited Fv Of Rs. 2/- - - 1,200 0 .23 - -
HCL Technologies Ltd Fv Of Rs. 2/- 2 91 0 .46 - - - -
HDFC Bank Limited Fv Of Rs. 1/- 318 0 .58 2,134 3 .09 2 03 0 .33
HDFC Life Insurance Company Limited Fv Of Rs. 10/- - - 77 0 .05 2 6 0 .01
Hindalco Industries Limited Fv Of Rs. 1/- - - 1,421 0 .80 1 ,371 0 .56
Hindustan Aeronautics Limited Fv Of Rs. 5/- (Fy 22-23 - Fv Of Rs. 10/-) - - 20 0 .07 8 0 .02
Hindustan Zinc Limited Fv Of Rs. 2/- - - 4,600 1 .34 6 00 0 .18
Honeywell Automation India Limited Fv Of Rs. 10/- - - 1 0 .04 - -
Housing And Urban Development Corporation Limited Fv Of Rs. 10/- - - 4,000 0 .75 - -
ICICI Bank Limited Fv Of Rs.2/- - - 403 0 .44 3 59 0 .31
ICICI Lombard General Insurance Company Limited Fv Of Rs. 10/- - - - - 1 2 0 .01
ICICI Prudential Life Insurance Company Limited Fv Of Rs. 10/- - - 73 0 .04 - -
IDFC First Bank Limited Fv Of Rs. 10/- 2 ,595 0.14 233 0 .02 - -
IIFL Finance Limited Fv Of Rs. 2/- 1 ,039 0.34 - - 5 7 0 .03
Imagicaaworld Entertainment Limited Fv Of Rs. 10/- - - 5,000 0 .39 - -
Indiamart Intermesh Limited Fv Of Rs. 10/- - - 12 0 .03 5 0 .03
Indus Towers Limited Fv Of Rs. 10/- 888 0 .30 2,000 0 .58 - -
Info Edge India Limited Fv Of Rs. 10/- - - 27 0 .15 1 4 0 .05
Infosys Limited Fv Of Rs. 5/- - - 800 1 .20 1 39 0 .20
Intellect Design Arena Limited Fv Of Rs. 5/- - - 45 0 .05 - -
Interglobe Aviation Limited Fv Of Rs. 10/- - - 19 0 .07 - -
Ipca Laboratories Limited Fv Of Rs. 1/- - - - - 3 2 0 .03
Ircon International Limited Fv Of Rs. 2/- - - 5,000 1 .10 - -
Jindal Saw Limited Fv Of Rs. 2/- - - 200 0 .09 - -
Jindal Stainless Ltd Fv Of Rs. 2/- 7 00 0 .41 - - - -
Jindal Steel And Power Ltd Fv Of Rs. 1/- 4 33 0 .40 - - - -
Jio Financial Services Limited Fv Of Rs. 10/- - - 3,950 1 .40 - -
Kaynes Technology India Limited Fv Of Rs. 10/- - - 30 0 .09 - -
Kotak Mahindra Bank Limited Fv Of Rs. 5/- - - 264 0 .47 5 9 0 .10
Krishna Institute Of Medical Sciences Limited Fv Of Rs. 10/- - - 21 0 .04 - -
KSB Limited Fv Of Rs. 10/- - - 9 0 .03 - -
L&T Technology Services Limited Fv Of Rs. 2/- - - - - 2 0 .01
Larsen And Toubro Limited Fv Of Rs. 2/- 142 0 .50 45 0 .17 5 7 0 .12
Lemon Tree Hotels Limited Fv Of Rs. 10/- - - 213 0 .03 - -
Life Insurance Corporation Of India Limited Fv Of Rs. 10/- - - 1,608 1 .47 4 ,808 2 .56
LTI Mindtree Limited Fv Of Rs. 1/- - - 150 0 .74 1 55 0 .74
Lux Industries Limited Fv Of Rs. 2/- - - 1,970 2 .12 6 70 0 .78
Magellanic Cloud Limited Fv Of Rs. 10/- 3 3,000 2.04 8,600 4 .10 - -
Mahindra And Mahindra Limited Fv Of Rs. 5/- - - 1,145 2 .20 - -
Mankind Pharma Limited Fv Of Rs. 1/- - - 28 0 .06 - -
Maruti Suzuki India Limited Fv Of Rs. 5/- - - 6 0 .08 1 1 0 .09
Mastek Limited Fv Of Rs. 5/- 113 0 .25 - - 2 50 0 .39
Max Financial Services Ltd Fv Of Rs. 2/- 4 81 0 .55 - - - -
Navin Fluorine International Limited Fv Of Rs. 2/- 288 - - 11 0 .03 1 3 0 .06Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
12 Current Investments
CONSOLIDATED STANDALONE
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Units Amount Units Amount Units Amount
Nestle India Limited Fv Of Rs. 1/- (Fv Rs. 10/- on April 1, 2023) - - 82 0 .22 7 0 .14
NHPC Limited Fv Of Rs. 10/- - - 24,000 2.15 - -
NOCIL Limited Fv Of Rs. 10/- - - 2,500 0 .63 - -
NTPC Ltd Fv Of Rs. 10/- 1,391 0.50 - - - -
One 97 Communications Limited Fv Of Rs. 1/- - - 1,000 0 .40 - -
One Point One Solutions Ltd Fv Of Rs. 2/- 6 0,629 2.86 - - - -
Page Industries Limited Fv Of Rs. 10/- - - - - 1 0 .04
Pakka Limited Fv Of Rs. 10/- - - 1,071 0 .31 - -
Persistent Systems Limited Fv Of Rs. 10/- - - 20 0 .08 1 7 0 .08
Piramal Pharma Limited Fv Of Rs. 10/- - - 12,500 1.61 - -
Poly Medicure Limited Fv Of Rs. 5/- - - 26 0 .04 2 3 0 .02
Polycab India Limited Fv Of Rs. 10/- 43 0 .22 600 3 .04 - -
Power Finance Corporation Limited Fv Of Rs. 10/- - - 116 0 .05 - -
QMS Medical Allied Services Limited Fv Of Rs. 10/- - - 8,000 0 .94 - -
Rainbow Childrens Medicare Limited Fv Of Rs. 10/- - - 65 0 .08 5 7 0 .04
Raymond Limited Fv Of Rs. 10/- - - 200 0 .36 - -
Reliance Industries Limited Fv Of Rs. 10/- - - 1,200 3 .57 6 00 1 .40
RHI Magnesita India Limited Fv Of Rs. 1/- - - 59 0 .03 2 5 0 .02
Saregama India Limited Fv Of Rs. 1/- - - 143 0 .05 1 04 0 .03
SBI Life Insurance Company Limited Fv Of Rs. 10/- - - - - 4 -
Sobha Limited Fv Of Rs. 10/- - - 18 0 .03 - -
Sonata Software Limited Fv Of Rs. 1/- - - 102 0 .07 - -
SRF Limited Fv Of Rs. 10/- - - 200 0 .51 - -
Srivasavi Adhesive Tapes Limited Fv Of Rs. 10/- - - 3,000 0 .31 - -
Standard Capital Markets Limited Fv Of Rs. 1/- - - 1,00,000 0.16 - -
State Bank Of India Fv Of Rs. 1/- 6 16 0 .48 340 0 .26 - -
Subex Limited Fv Of Rs. 5/- - - 54,000 1.62 - -
Sun Pharmaceutical Industries Ltd Fv Of Rs. 1/- 2 82 0 .49 - - - -
Syngene International Limited Fv Of Rs. 10/- - - 63 0 .04 5 6 0 .03
Tata Consultancy Services Limited Fv Of Rs. 1/- - - 362 1 .40 2 00 0 .64
Tata Steel Limited Fv Of Rs. 1/- - - 468 0 .07 3 03 0 .03
Tech Mahindra Limited Fv Of Rs. 5/- - - 700 0 .87 3 00 0 .33
The Indian Hotels Company Limited Fv Of Rs. 1/- - - 142 0 .08 - -
The Phoenix Mills Limited Fv Of Rs. 2/- - - 20 0 .06 3 3 0 .04
Titan Company Limited Fv Of Rs. 1/- - - 52 0 .20 4 8 0 .12
Torrent Pharmaceuticals Limited Fv Of Rs. 5/- - - 15 0 .04 - -
Trent Limited Fv Of Rs. 1/- - - 573 2 .26 - -
Tube Investments Of India Limited Fv Of Rs. 1/- - - 17 0 .06 1 2 0 .03
Unichem Laboratories Limited Fv Of Rs. 2/- - - - - 1 ,500 0 .43
Varun Beverages Limited Fv Of Rs. 5/- - - 56 0 .08 - -
Vedant Fashions Limited Fv Of Rs. 1/- - - 36 0 .03 2 9 0 .03
Vedanta Limited Fv Of Rs. 1/- 864 0 .40 1,750 0 .48 1 ,750 0 .48
Voltas Limited Fv Of Rs. 1/- - - - - 6 00 0 .49
VST Industries Limited Fv Of Rs. 10/- - - 239 0 .85 2 00 0 .63
Wipro Limited Fv Of Rs. 2/- - - - - 1 ,700 0 .62
Yes Bank Limited Fv Of Rs. 2/- - - - - 2 0,000 0 .30
Zee Entertainment Enterprises Limited Fv Of Rs. 1/- - - 9,000 1 .25 - -
Zomato Limited Fv Of Rs. 1/- - - 674 0 .12 - -
Subtotal (a) 1 3.81 68.76 2 8.72
b) Investments in debentures and bonds (Quoted)
U.P. Power Corporation Limited Sr-Ii-I 10.15 Bd 20Jn28 FV Rs 10 Lac
Bond Fv Of Rs. 10,00,000/- - - 1 1 .06 1 1 .07
289Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
12 Current Investments
CONSOLIDATED STANDALONE
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Units Amount Units Amount Units Amount
Nirmal Bang Securities Private Limited 10.75 Ncd 22My25 FV Rs1 Lac
Debenture Fv Of Rs. 1,00,000/- - - 100 1 0.10 - -
Nirmal Bang Securities Private Limited Br Ncd 14Dc24 FV Rs1 Lac
Debenture Fv Of Rs. 1,00,000/- - - 10 1 .00 - -
Subtotal (b) - 1 2.16 1 .07
c) Investments in debentures or bonds (Unquoted)
Manipal Education And Medical Group India Private Limited FV of Rs.
10,00,000/- - - 15 1 5.00 - -
L&T FINANCE LIMITED SR III OPT 2 9.25 LOA 13MR24
FVRS1000Debenture FV of Rs. 1,000/- - - - - 5 04 0 .52
Subtotal (c) - 1 5.00 0 .52
d) Investments in Mutual Funds ( Unquoted)
Aditya Birla Sun Life Short Term Fund - Growth Regular Plan - - 7,06,190 30.39 - -
Axis Liquid Fund - - - - 3 0 0 .07
Axis Mid Cap Fund - Regular Growth - - 45,868 4.17 2 1,936 1 .41
Axis Ultra Short Term Fund - Regular Growth - - 23,513 0.32 - -
Bandhan Liqquid Fund 801 2 .51 - - - -
Canara Robeco Flexi Cap Fund - Regular Growth - - 12,683 3.68 6 ,606 1 .43
Canara Robeco Liquid Fund - - - - 2 8 0 .07
Canara Robeco Ultra Short Term Fund - Regular Growth 3 0 .01 53 0 .18 - -
DSP Liquid Fund 677 2 .51 - - - -
Edelweiss Mid Cap Fund - Regular Plan Growth 9 ,697 0.87 4,034 0 .31 - -
Franklin India Liquid Fund 1 ,286 5.01 - - - -
HDFC Business Cycle Fund Regular Growth - - 99,995 1.30 9 9,995 0 .96
HDFC Focused 30 Fund - IDCW 1 1,864 0.36 - - - -
Helios Flexi Cap Fund - Regular Growth - - 2,49,988 2.98 - -
ICICI Prudential Overnight Fund - Direct Plan Growth - - - - 8 76 1 .06
ICICI Prudential Ultra Short Term Fund - Growth - - 12,88,480 32.61 - -
InvescoIndia-InvescoEQQQNASDAQ-100ETFFundofFund-Regular
Plan Growth 2,44,323 3.70 4,96,352 7.02 - -
Invesco India Flexi Cap Fund - Regular Plan Growth - - 2,37,857 3.57 2 ,37,857 2 .43
KotakEquityOpportunitiesFund-Growth(RegularPlan) (ErstwhileKotak
Opportunities) 11,107 3.45 13,791 3.95 4 ,792 0 .97
Kotak Liquid Fund - - - - 1 1 0 .05
Kotak Savings Fund - Growth (Regular Plan) (Erstwhile Kotak Treasury
Adv.) - - 10,134 0.40 - -
NIPPON INDIA ARBITRAGE FUND - GROWTH PLAN - - 41,22,196 100.57 - -
NIPPON INDIA NIFTY SMALLCAP 250 INDEX FUND - GROWTH
PLAN - - 1,76,213 4.90 - -
SBI Focused Equity Fund Regular Growth 6 ,568 2.14 13,198 3.86 5 ,779 1 .26
SBI Liquid Fund - - - - 6 5 0 .23
SBI Magnum Ultra Short Duration Fund Regular Growth - - 49 0 .27 - -
SBI Overnight Fund 1,810 7.52 - - - -
SUNDARAM MULTI ASSET ALLOCATION FUND - REGULAR
GROWTH - - 4,99,975 5.19 - -
UTI Flexi Cap Fund (Formerly UTI Equity Fund) - Regular Plan 5 ,445 1.63 14,216 3.85 8 ,364 1 .89
UTI Liquid Fund 1,178 5.00 - - 1 3 0 .05
UTI Nifty 50 Index Fund - Regular Plan - - 83,548 1 2.63 - -
UTI Nifty Next 50 Index Fund - Regular Plan - - 3,63,082 7.83 - -
UTI Ultra Short Duration Fund (Formerly UTI Ultra Short Term Fund) -
Regular Plan - - 49 0 .19 - -
290Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
12 Current Investments
CONSOLIDATED STANDALONE
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Units Amount Units Amount Units Amount
WOC Flexi Cap Fund Regular Plan - Growth - - 7,61,838 10.82 7 ,61,838 7 .56
WOC Large Cap Fund Regular Plan - Growth - - 6,05,327 7.56 6 ,05,327 5 .50
Subtotal (d) 3 4.71 2 48.55 2 4.94
e) Investments in Others
360 One Special Opportunities Fund Series 13 Category II Class B 9 ,74,951 10.76 - - - -
SBI Emergent India Fund - Class A7.2 1 ,910 2 1.53 - - - -
Subtotal (e) 3 2.29 - -
TOTAL (a + b + c + d + e) 8 0.81 3 44.47 5 5.25
Aggregate amount of quoted investments and Market Value thereof
Book Value 13.81 80.92 2 9.79
Market Value 13.81 80.92 2 9.79
Aggregate amount of unquoted investments (Book Value) 67.00 2 63.55 2 5.46
Aggregate amount of impairment in value of investments - - -
12.1 (i) Refer Note 43(ii) for information about fair value measurement and Note 43(iii) for credit risk and market risk of investments.
(ii)TheGrouphasavailedPortfolioManagementServices(PMS)andhaspledgeditssecuritiescostingRs.Nil(ForFY2023-24Rs.26.64million;FY22-
23 Rs. 14.36 million) as margin money with PMS.
(iii)Investmentsinmutualfunds(unquoted)arevaluedatfairvaluethroughprofitorloss(FVTPL)usingthenetassetvalue(NAV)attheendofthe
reporting year.
13 Trade Receivables
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Trade receivables
Unsecured, considered good (Refer Note 42) 884.67 443.65 604.89
Unsecured, which have significant increase in credit risk 91.37 1.72 1.84
Less: Expected credit loss allowance (17.75) (1.72) (1.84)
Total 958.29 443.65 604.89
13.1 Movement in the expected credit loss allowance
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Balance at the beginning of the period 1.72 1.84 1.89
Add: Movement in expected credit loss allowance 16.03 (0.12) (0.05)
Balance at the end of the period 17.75 1.72 1.84
(i) The credit period on sales of goods varies with business segments/ markets and generally ranges between 60 to 90 days.
(ii) Refer note 43(iii)(a) & 43(iii)(b) for information about credit risk and market risk of trade receivables respectively.
291Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
13.2 Trade Receivables Ageing Schedule
As at March 31, 2025
Outstanding for following periods from due date of payment
Particulars Less than 6 6 months - More than Total
Not Due 1-2 Years 2-3 years
months 1 year 3 years
Undisputed
- considered good 261.27 623.40 - - - - 884.67
- which have significant increase in credit risk - - 88.80 0.94 - 1.63 91.37
- credit impaired - - - - - - -
Less: Expected Credit Loss Allowance - - (15.18) (0.94) - (1.63) (17.75)
Disputed
- considered good - - - - - - -
- which have significant increase in credit risk - - - - - - -
- credit impaired - - - - - - -
Less: Expected Credit Loss Allowance - - - - - - -
Total 261.27 623.40 73.62 - - - 958.29
As at March 31, 2024
Outstanding for following periods from due date of payment
Particulars Less than 6 6 months - More than Total
Not Due 1-2 Years 2-3 years
months 1 year 3 years
Undisputed
- considered good - 443.28 0.37 - - - 443.65
- which have significant increase in credit risk - - 0.09 - - 1.63 1.72
- credit impaired - - - - - - -
Less: Expected Credit Loss Allowance - - (0.09) - - (1.63) (1.72)
Disputed
- considered good - - - - - - -
- which have significant increase in credit risk - - - - - - -
- credit impaired - - - - - - -
Less: Expected Credit Loss Allowance - - - - - - -
Total - 2 9 2 443.28 0.37 - - - 443.65Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
As at March 31, 2023
Outstanding for following periods from due date of payment
Particulars Less than 6 6 months - More than Total
Not Due 1-2 Years 2-3 years
months 1 year 3 years
Undisputed
- considered good - 604.04 0.85 - - - 604.89
- which have significant increase in credit risk - - 0.21 - - 1.63 1.84
- credit impaired - - - - - - -
Less: Expected Credit Loss Allowance - - (0.21) - - (1.63) (1.84)
Disputed
- considered good - - - - - - -
- which have significant increase in credit risk - - - - - - -
- credit impaired - - - - - - -
Less: Expected Credit Loss Allowance - - - - - - -
Total - 604.04 0.85 - - - 604.89
(i) There are no unbilled trade receivables, hence the same are not disclosed in the ageing schedule
(ii) Ageing of Trade Receivables is considered based on Bill dates.
293Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
14 Cash and cash equivalents
As at As at As at
Particulars
March 31, March 31, March 31,
Balances with banks
- In current Accounts 138.98 34.37 62.30
- In Bank deposits with original maturity of less than three - 70.00 -
months
Cash on hand 0.73 0.18 0.30
Total 139.71 104.55 62.60
15 Bank Balances other than cash and cash equivalents
As at As at As at
Particulars
March 31, March 31, March 31,
Bank deposits with original maturity of more than three months
but less than twelve months - 75.00 61.00
Total - 75.00 61.00
16 Other Financial Assets
As at As at As at
Particulars
March 31, March 31, March 31,
Considered Good- Secured - - -
Considered Good- Unsecured
Other Advances 2.44 47.47 50.20
Other dues receivable 70.32
Deposits (Refer note no.42) - - 2.50
Accrued interest on Fixed Deposits - 6.77 4.11
Accrued Interest on Loan given (Refer Note No. 7) 2.48 0.39 -
Total 75.24 54.63 56.81
(i)Otheradvances include advancepayments madeto serviceproviders forwhich therelated services are
yet to be received.
(ii) Other dues receivable includes the reimbursement of Rs. 70.02 million, to be received from the
selling shareholders, on account of expenses paid bythe companyin relation to the compny's first public
issue through an Offer for Sale.
294Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
17 Current tax Assets
As at As at As at
Particulars
March 31, March 31, March 31,
Taxes paid (Net of provisions for tax) 8.73 - -
Total 8.73 - -
18 Other Current Assets
As at As at As at
Particulars
March 31, March 31, March 31,
Considered Good- Secured - - -
Considered Good- Unsecured
Other Receivables 0.80 0.05 0.65
Balances With Government Authorities 19.75 2.78 4.91
Advances to suppliers 52.23 20.71 7.08
Advances to Employees 2.59 1.23 2.73
Other Current Assets 33.76 17.60 17.50
Total 109.13 42.37 32.87
295Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
19 Equity share capital
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Authorised equity share capital
Equity share Capital
20,00,00,000 Equity Shares of Rs.1 each
(March 31, 2024: 20,50,000 Equity Shares of Rs.10 each,
March 31, 2023:7,50,000 Equity Shares of Rs.10 each) 200.00 20.50 7.50
Total 200.00 20.50 7.50
Issued, subscribed and paid-up capital
Equity shares
10,22,00,000 Equity Shares of Rs.1 each fully paid up
(March 31, 2024: 19,83,000 Equity Shares of Rs.10 each,
March 31, 2023: 4,10,000 Equity Shares of Rs.10 each) 102.20 19.83 4.10
SUBTOTAL (A) 102.20 19.83 4.10
Issued, subscribed but not fully paid
Equity shares
Nil (March 31, 2024: Nil, March 31, 2023: 1,92,330 Equity
Shares of Rs.10 each Rs.5 Paid up) - - 0.96
SUBTOTAL (B) - - 0.96
Total 102.20 19.83 5.06
19.1 Reconciliation of the number of equity shares outstanding at the beginning and at the end of the reporting period
For the period ended March 31, 2025 For the year ended March 31, 2024
Particulars
No. of shares Amount No. of shares Amount
Opening Balance 19,83,000 19.83 6,02,330 5.06
Add: Issue of Bonus shares 69,40,500 69.40 16,40,000 16.40
Add: Shares issued under Rights issue 1,29,65,000 12.97 - -
Less: Bought Back during the year - - 67,000 0.67
Less: Share Forfeiture - - 1,92,330 0.96
Add: Share Split 8,03,11,500 - - -
Add: Call Money Received - - - -
Closing Balance 10,22,00,000 102.20 19,83,000 19.83
For the year ended March 31, 2023
Particulars
No. of shares Amount
Opening Balance 7,02,330 6.06
Add: Issue of Bonus shares - -
Add: Shares issued under Rights issue - -
Less: Bought Back during the year 1,00,000 1.00
Less: Share Forfeiture - -
Add: Share Split - -
Add: Call Money Received - -
Closing Balance 6,02,330 5.06
296Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
19.2 Terms and Rights Attached to Equity Shares
TheHoldingCompanyhasonlyoneclassofEquityShareshavingaparvalueofRe.1pershare(March31,2024:Rs.10pershare,March31,
2023: Rs. 10 per share). Each holder of Equity share is entitled to one vote per Equity share.
The Holding Company declares and pays dividend in Indian Rupees .
In the event of liquidation of the Holding Company, the holders of Equity shares will be entitled to receive, remaining assets of the Holding
Company after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity shares held by the
shareholders.
19.3 TheBoardofDirectorsoftheHoldingCompanyattheirmeetingheldonAugust12,2024hadconsideredandapprovedtheStockSplitofevery
1 equity share of the Face value of 10/- each into 10 equity shares of the Face value of 1/- each and the same has been approved by the
shareholdersoftheHoldingCompanyattheExtraOrdinaryGeneralMeetingheldonAugust22,2024.Postrecorddate,equitysharesincreased
from 89,23,500 shares to 8,92,35,000 shares. AccordinglyNumber of EquityShares as on March 31, 2025 has been restated. The Authorised
Share Capital is increased to Rs. 200 million (20,00,00,000 equity shares of Rs.1 each) to give the effect to above.
19.4 The Board of Directors at its meeting held on September 28, 2024 allotted 1,29,65,000 Equity shares to the Shareholders of the Holding
Company through Rights Issue at issue price of Re. 1 per share
19.5 Details of shareholders holding more than 5% shares in the Holding Company:
As at M arch 31, 2025 As at March 31, 2024
Name of the Shareholder
No. of shares % held No. of shares % held
Pratik Gunvantraj Singhvi 5 2,83,500 5.17% 1 ,70,000 8.57%
Jai Gunvantraj Singhvi 5 2,16,000 5.10% 1 ,68,500 8.50%
Pratik Gunvantraj Singhvi HUF 2,93,26,500 28.70% 6 ,51,500 32.85%
Jai Gunvantraj Singhvi HUF 2,93,26,500 28.70% 6 ,51,500 32.85%
Dipty Pratik Singhvi 76,59,000 7.49% 1 ,70,000 8.57%
Nisha Jai Singhvi 76,59,000 7.49% 1 ,70,000 8.57%
Chandrakant Pranjivan Vora - - - -
Total 8,44,70,500 82.65% 1 9,81,500 99.91%
As at March 31, 2023
Name of the Shareholder
No. of shares % held
Pratik Gunvantraj Singhvi 3 5,000 5.81%
Jai Gunvantraj Singhvi 3 4,700 5.76%
Pratik Gunvantraj Singhvi HUF 1 ,35,000 22.41%
Jai Gunvantraj Singhvi HUF 1 ,35,000 22.41%
Dipty Pratik Singhvi 3 5,000 5.81%
Nisha Jai Singhvi 3 5,000 5.81%
Chandrakant Pranjivan Vora 3 5,200 5.84%
Total 4 ,44,900 73.85%
19.6 For the period of five years immediately preceding the date as at which the Balance Sheet is prepared:
(a) No shares have been allotted as fully paid up pursuant to the contracts without payments being received in cash
(b) Aggregate number and class of shares allotted as fully paid up by way of bonus shares
(i) The Holding Companyallotted 16,40,000 equitysharesas fullypaid up bonus sharesbycapitalisation of profits transferred fromsecurities
premiumaccountamountingtoRs.16.40millionintheyearendedMarch31,2024,pursuanttotheresolutionpassedatExtraOrdinaryGeneral
Meeting dated December 8, 2023.
(ii) TheHoldingCompanyallotted 69,40,500equitysharesasfullypaid upbonus sharesbycapitalisationof profitstransferred fromsecurities
premiumaccount amounting to Rs. 43.21 million and Retained Earnings amounting to Rs. 26.19 million in the period ended March 31, 2025,
pursuant to the resolution passed at Extra Ordinary General Meeting dated April 2, 2024.
(c) Aggregate number and class of shares bought back :
(i) The Holding Company bought back 1,00,000 equity shares for an aggregate amount of Rs. 400 million being 19.61% of the total paid up
equity share capital at Rs. 4,000 per equity share. The equity shares bought back were extinguished on March 4, 2023.
(ii) The Holding Companybought back67,000 equityshares for an aggregate amount of Rs.301.50 million being 16.34% of the total paid up
equity share capital at 4,500 per equity share. The equity shares bought back were extinguished on March 14, 2024.
297Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
19.7 Details regarding Shares forfeited by the Holding Company
The Board of Directors of the Holding Company at its meeting held on July 24, 2023 approved forfeiture of 1,92,330 Partly
paid-up Equity shares, on which the holders thereof have failed to pay the balance call money of Rs. 200/- per share in pursuant
to the Final Reminder-Cum-Forfeiture Notice dated June 26, 2023.
19.8 Details of shares held by promoters in the holding company:
As at M arch 31, 2025
Promoter Name % Change during
No. of Shares % of total shares
the year
Pratik Gunvantraj Singhvi 52,83,500 5.17% 3007.94%
Jai Gunvantraj Singhvi 52,16,000 5.10% 2995.55%
Pratik Gunvantraj Singhvi HUF 2,93,26,500 28.70% 4401.38%
Jai Gunvantraj Singhvi HUF 2,93,26,500 28.70% 4401.38%
As at March 31, 2024
Promoter Name % Change during
No. of Shares % of total shares
the year
Pratik Gunvantraj Singhvi 1,70,000 8.57% 385.71%
Jai Gunvantraj Singhvi 1,68,500 8.50% 385.59%
Pratik Gunvantraj Singhvi HUF 6,51,500 32.85% 382.59%
Jai Gunvantraj Singhvi HUF 6,51,500 32.85% 382.59%
As at March 31, 2023
Promoter Name % Change during
No. of Shares % of total shares
the year
Pratik Gunvantraj Singhvi 35,000 5.81% (22.22%)
Jai Gunvantraj Singhvi 34,700 5.76% (22.37%)
Pratik Gunvantraj Singhvi HUF 1,35,000 22.41% (18.18%)
Jai Gunvantraj Singhvi HUF 1,35,000 22.41% (18.18%)
Data is based on Audited Financial Statements as on March 31, 2025, including the comparative years.
20 Other Equity
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Reserve and Surplus:
(i) Capital Redemption Reserve 1.67 - -
(ii) Securities Premium - 43.21 59.61
(iii) Retained Earnings 2,233.65 1,494.31 1,235.19
(iv) Other Comprehensive Income 3.52 (0.02) 0.32
Total 2,238.84 1,537.50 1,295.12
298Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
20.1 Nature and Purpose of Reserves
(i) Capital Redemption Reserve :
This reserve is created by the Company when it redeems or buys back its own shares, as per the requirements of the Companies Act,
2013. It represents the amount of share capital redeemed and is not available for distribution as dividends.
(ii) Securities Premium:
Securitiespremiumisusedtorecordpremiumreceivedonissueofshares.Thisreservewillbeutilizedinaccordancewiththeprovisions
of the Act.
(iii) Retained Earnings :
This reserve represents undistributed accumulated earnings of the Company as on the balance sheet date.
(iv) Other Comprehensive Income :
This includes Actuarial Gain/(loss) on Employee benefit Obligations and tax impact thereon.
ThisalsoincludeExchangedifferencesrelatingtothetranslationoftheresultsandnetassetsoftheGroup’sforeignoperationsfromtheir
functional currencies to the Group’s presentation currency (i.e. Rs) and accumulated in the foreign currency translation reserve.
20.2 Movement in Other Equity
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
(i) Capital Redemption Reserve
Balance at the beginning of the period - - -
Add : Amount transferred from Retained Earnings on Buy Back 1.67 - -
Less : Utilised for issuance of Bonus Shares - - -
Balance at the end of the period 1.67 - -
(ii) Securities Premium
Balance at the beginning of the period 43.21 59.61 59.61
Add: Securities premium credited on share issue - - -
Less : Utilised for issuance of Bonus Shares (43.21) (16.40) -
Less : Income distribution tax - - -
Balance at the end of the period - 43.21 59.61
(iii) Retained Earnings
Balance at the beginning of the period 1,494.31 1,235.19 1,131.49
Add : Net Profit/(Loss) for the Current period 767.20 629.07 595.65
Add: Reserve on acquisition - - -
Less: Buyback of Shares - (300.83) (399.00)
Less : Tax Paid on Buy back of Shares - (70.08) (92.95)
Add: Shares Forfeited - 0.96 -
Less : Utilised for issuance of Bonus Shares (26.19) - -
Less : Amount transferred to Capital Redemption Reserve on
Buy Back of Shares (1.67) - -
Balance at the end of the period 2,233.65 1,494.31 1,235.19
(iv) Other Comprehensive Income
Balance at the beginning of the period (0.02) 0.32 -
Add: for the period 3.28 (0.37) 0.32
Foreign Currency Translation Reserve 0.26 0.03 -
Balance at the end of the period 3.52 (0.02) 0.32
299Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
21 Borrowings
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Unsecured - at Amortised Cost
Loan from Related parties (Refer Note 42) 11.53 - -
Loan from Others - - -
Total 11.53 - -
The Loans from Directors, related parties are repayable within 3 years from date of the loan. Interest @ 12% per annum is
accrued and payable annually. The said loans have been availed for the purposes of working capital funding to the
Subisidiaries.
22 Lease Liabilities
22.1 Lease Liabilities
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Non Current* (Refer Note 47) 137.28 121.04 134.57
Total 137.28 121.04 134.57
*Lease liabilities under non-current liabilities represent principal amount of such lease liability payable (as recognised and
measured in accordance with Ind AS 116, Leases) beyond a period of 12 months from the reporting date.
22.2 Lease Liabilities
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Current (Refer Note 47) 30.19 13.52 12.13
Total 30.19 13.52 12.13
23 Other Financial Liabilities
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Security Deposit 1.26 1.18 4.50
Total 1.26 1.18 4.50
24 Provisions
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Provision for employee benefits (Refer Note 45) 6.58 7.31 5.58
Total 6.58 7.31 5.58
25 Other non-current liabilities
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Advance Rent received 0.24 0.31 -
Total 0.24 0.31 -
300Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
26 Current Borrowings
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Unsecured - at Amortised Cost
Loans from related parties (refer note 42) 15.29 - 30.00
Total 15.29 - 30.00
The Group has borrowed unsecured loan from Related Party at a Interest rate of 12 % per annum for a period of 6 months.
27 Trade Payables
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Trade Payables
(A) Total outstanding dues of micro enterprises and small
enterprises; and 0.68 -
(B) Total outstanding dues of creditors other than micro
enterprises and small enterprises. 78.22 2.07 55.63
Total 78.90 2.07 55.63
(i) The average credit period on goods purchased or services received ranges between 45 to 60 days.
(ii)UndertheMirco,SmallandMediumEnterprisesDevelopmentAct,2006("MSMEDAct"),certaindisclosuresarerequired
to be made relatingto MSME. On the basis of the information and recordsavailable with the Company'smanagement, duesto
MSME have been determined to the extent such parties have been identified on the basis of information collected till the
reportingdateandhasbeenrelieduponbytheStatutoryAuditors.TheManagementhasnotprovidedforinterestdue(ifany)to
these MSME parties basis, no claim being made for the same and management representation that the same would be waived.
The disclosures as required by Section 22 of the MSMED Act are given below.
(iii) The Group exposure to financial risk and fair value measurement related to these financial instruments is disclosed in note
43
27.1 DISCLOSURE UNDER THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENTA CT, 2006
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
(i) Principal amount due and remaining unpaid 0.68 - -
(ii) Interest due and unpaid on the above amount - - -
(iii) Interest paid by the Company in terms of section 16 of the
Micro, Small and Medium enterprises Act, 2006 - - -
(iv) Payment made beyond the appointed day during the year - - -
(v) Interest due and payable for the period of delay - - -
(vi) Interest accrued and remaining unpaid - - -
(vii) Amount of further interest remaining due and payable - - -
301Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
27.2 Trade Payables Ageing Schedule
As at March 31, 2025
Outstanding for following periods from due date of payment
Particulars Less than 1 More than 3 Total
Not Due 1-2 years 2-3 years
year years
Undisputed
- MSME 0.68 - - - - 0.68
- Others 5.35 72.87 . - - 78.22
Disputed
- MSME - - - - - -
- Others - - - - - -
Total 6.03 72.87 - - - 78.90
As at March 31, 2024
Outstanding for following periods from due date of payment
Particulars Less than 1 More than 3 Total
Not Due 1-2 years 2-3 years
year years
Undisputed
- MSME - - - - - -
- Others - 2.07 - - - 2.07
Disputed
- MSME - - - - - -
- Others - - - - - -
Total - 2.07 - - - 2.07
As at March 31, 2023
Outstanding for following periods from due date of payment
Particulars Less than 1 More than 3 Total
Not Due 1-2 years 2-3 years
year years
Undisputed
- MSME - - - - - -
- Others - 55.63 - - - 55.63
Disputed
- MSME - - - - - -
- Others - - - - - -
Total - 3 0 2 55.63 - - - 55.63Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
28 Other Current Financial Liabilities
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Interest accrued but not due on borrowings - - 0.14
Total - - 0.14
29 Other Current Liabilities
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Other Advances
(i)Advance from Customers 31.32 3.01 3.63
Others
(i) Statutory dues payable 24.55 13.05 14.51
(ii) Sundry Creditors for expenses 55.50 22.90 27.58
Total 111.37 38.96 45.72
30 Current Provisions
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Provision for employee benefits ( Refer Note 45) 0.71 2.19 1.84
Provision for Bonus 0.17 0.30 -
Total 0.88 2.49 1.84
31 Current tax liabilities
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Provision for Tax (Net of taxes paid in advance) - 0.71 0.91
Total - 0.71 0.91
303Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
32 Revenue from operations
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Sale of Goods (Refer Note 48) 2,842.27 2,216.98 2,635.84
Total 2,842.27 2,216.98 2,635.84
33 Other Income
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Interest Income
(i) Interest income on others 10.08 30.33 27.62
(ii) Interest income on security deposits 0.92 0.31 0.29
Dividend Income on Investments 0.53 0.50 0.21
Exchange Fluctuation ( Net) 12.49 12.13 13.13
Rent Income 6.13 5.84 5.38
Gain on sale of Investments measured at Fair value through Profit and Loss 52.05 10.84 10.20
Fair value gain/(loss) on financial instruments at fair value through Profit and
Loss (15.54) 24.00 (7.21)
Gain on termination of rent agreement 18.81 - -
Credit impairment for Trade Receivables in earlier years written back (16.03) 0.12 0.05
Other Income 3.53 - -
Total 72.97 84.07 49.67
34 Purchase of Stock-in-trade
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Purchase of Stock-in-trade 2,106.49 1,230.27 1,707.39
Total 2,106.49 1,230.27 1,707.39
35 Changes in inventories of stock-in-trade
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
(a) Opening Stock
Stock-in-trade 355.69 387.95 367.08
Add: Acquired through acquisition of subsidiary 49.90 - -
Total Opening Stock 405.59 387.95 367.08
(b) Closing Stock
Stock-in-trade 962.08 355.69 387.95
Total Closing Stock 962.08 355.69 387.95
Total (556.49) 32.26 (20.87)
36 Employee Benefit Expenses
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Salary, Wages and Bonus 64.14 38.14 27.98
Remuneration to Directors (Refer note 42) 22.76 17.00 29.10
Contribution to Provident and other funds 0.61 0.99 0.88
Gratuity Expenses (Refer note 45) 2.17 1.58 1.46
Staff Welfare expenses 1.06 1.42 1.56
Total 90.74 59.13 60.98
304Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
37 Finance Costs
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Interest (Refer note 42)
(i) Interest cost on financial liabilities measured at amortized cost 25.25 1.21 1.73
(ii) Interest on lease liability 13.56 8.37 8.89
(iii) Interest on Security Deposits 0.07 0.07 0.08
Other borrowing costs 1.16 0.16 0.22
Total 40.04 9.81 10.92
38 Depreciation and Amortization Expenses
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Depreciation of property, plant and equipment (Refer note 3) 7.60 4.69 4.56
Amortization of right-of-use assets (Refer note 4) 34.49 17.71 17.37
Amortization of Intangible Assets (Refer note 5) 10.89 - -
Depreciation of Investment Property (Refer note 6) 0.13 12.01 2.00
Total 53.11 34.41 23.93
39 Other Expenses
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Selling and Distribution Expenses
Packing, Delivery & Handling Charges 3.00 3.07 3.67
Transportation Charges 10.53 5.52 5.05
Advertisement and Publicity 26.76 7.86 21.95
Samples & Designs Display 14.32 11.68 12.91
Discount 3.72 2.94 5.46
Business Promotion expenses 7.46 2.14 4.90
Brand Endorsement Fees 11.50 12.00 9.38
Other Expenses
Rent (Refer note 42) 11.36 1.28 1.81
Insurance 2.11 1.33 3.75
Courier Charges 1.63 1.27 0.40
Travelling expenses 7.63 7.62 3.75
Legal and Professional Charges 16.50 7.78 11.34
Labour Charges 21.56 - -
Auditor's Remuneration (refer note below) 1.63 0.20 0.08
Corporate Social Responsibility 15.07 10.91 7.88
Donations 0.40 1.93 0.99
Commission 1.79 2.05 1.14
Office expenses 6.12 0.57 0.31
Membership Fees & Charges 0.21 0.10 4.87
Bad Debts 0.83 - -
Repairs and Maintenance 5.59 0.56 -
Miscellaneous expense 17.95 4.00 2.03
Total 187.67 84.81 101.67
Note:
For the year ended For the year ended For the year ended
Auditor's remuneration comprises:
March 31, 2025 March 31, 2024 March 31, 2023
As auditor 1.62 0.20 0.08
For taxation matters - - -
For other matters 0.01 - -
Total 1.63 0.20 0.08
AuditFees(amountingtoRs. 3.90million)pertainingtoInitialPublicOffer(IPO)process throughOfferForSalemechanism,havebeengrouped underOther
Receivables and the same is recoverable from selling shareholders.
305Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
40 Tax Expenses
40.1 Amounts recognized in profit and loss
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Current tax expense
In respect of Current period 259.54 215.70 208.09
Total Current tax expense 259.54 215.70 208.09
Deferred tax expense
In respect of current period (15.22) 1.03 (4.56)
Total deferred tax (15.22) 1.03 (4.56)
Total income tax expense recognised in the reporting period 244.32 216.73 203.53
40.2 Amount recognised in other comprehensive income
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Deferred tax
Remeasurement (gain)/loss on defined benefit plans (1.10) 0.12 (0.11)
Total (1.10) 0.12 (0.11)
40.3 Reconciliation of income tax expense and the accounting profit multiplied by Company’s domestic tax rate
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Profit before tax 1,007.86 845.80 801.49
Income Tax Rate 25.17% 25.17% 25.17%
Income Tax using the Company’s domestic tax rate 253.66 212.87 201.72
Tax :
Items deductible / Considered in Other heads of Income (23.08) (13.84) (6.06)
Expenses not deductible for tax purposes 24.48 14.14 13.09
Depreciation as per Income tax rules 1962 (6.26) (1.06) (1.04)
Deferred tax (15.22) 1.03 (4.56)
Capital gain tax 9.46 1.78 0.80
Admissible Deduction (0.45) (0.43) (0.40)
Others 1.73 2.24 (0.02)
Income tax expense recognised in Statement of Profit and Loss 244.32 216.73 203.53
40.4 Movement in deferred tax
As at M arch 31, 2025
Net balance Recognized in profit Recognized Net balance
Particulars
April 1, 2024 or loss in OCI March 31, 2025
Deferred tax (Asset)/Liabilities
Property, plant and equipment (3.64) (3.31) - (6.95)
Right-to-use assets and leases liabilities (4.34) 2.43 - (1.91)
Investment measured at fair value 4.46 (4.07) - 0.39
Other non current liabilities - (0.06) - (0.06)
Other financials assets (0.66) (0.11) - (0.77)
Other non current financial assets - 0.02 - 0.02
Other current assets 0.62 (0.62) - 0.00
Other non current assets - 0.79 - 0.79
Allowance for expected credit losses (0.43) (9.88) - (10.31)
Other Financial liabilities 0.08 (0.02) - 0.06
Other current liabilities (0.08) 0.08 - -
Provision on employee benefits (2.47) (0.47) 1.10 (1.84)
Net Deferred Tax (Asset)/Liabilities (6.46) (15.22) 1.10 (20.58)
306Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
As at March 31, 2024
Particulars Net balance Recognized in profit Recognized Net balance
April 1, 2023 or loss in OCI March 31, 2024
Deferred tax (Asset)/Liabilities
Property, plant and equipment (0.50) (3.14) - (3.64)
Right-to-use assets and leases liabilities (2.93) (1.41) - (4.34)
Investment measured at fair value (1.58) 6.04 - 4.46
Other financials assets (0.74) 0.08 - (0.66)
Other current assets 0.71 (0.09) - 0.62
Allowance for expected credit losses (0.46) 0.03 - (0.43)
Other Financial liabilities 0.00 0.08 - 0.08
Other current liabilities 0.00 (0.08) - (0.08)
Provision on employee benefits (1.87) (0.48) (0.12) (2.47)
Net Deferred Tax (Asset)/Liabilities (7.37) 1.03 (0.12) (6.46)
As at March 31, 2023
Particulars Net balance Recognized in profit Recognized Net balance
April 1, 2022 or loss in OCI March 31, 2023
Deferred tax (Asset)/Liabilities
Property, plant and equipment 0.11 (0.61) - (0.50)
Right-to-use assets and leases liabilities (1.16) (1.77) - (2.93)
Investment measured at fair value 0.24 (1.82) - (1.58)
Other financials assets (0.81) 0.07 - (0.74)
Other current assets 0.79 (0.08) - 0.71
Allowance for expected credit losses (0.48) 0.02 - (0.46)
Other Financial liabilities 0.02 (0.02) - -
Other current liabilities (0.02) 0.02 - -
Provision on employee benefits (1.61) (0.37) 0.11 (1.87)
Net Deferred Tax (Asset)/Liabilities (2.92) (4.56) 0.11 (7.37)
40.5 The tax rate of 25.17% (22% + surcharge @10% and cess @4%) used for the reporting period ended March 31, 2025 and March 31, 2024 and March 31, 2023
is the corporate tax rate applicable on taxable profits under the Income-tax Act, 1961.
307Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
41 Earnings per share
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Net Profit after Tax available for Equity Shareholders 767.20 629.07 595.65
Number of equity shares at the end (numbers) 1 0,22,00,000 19,83,000 6,02,330
Weighted average equityshares for the purpose of calculating 10,18,73,901 10,16,37,537 10,18,11,901
basic earnings per share
Effect of dilutive equity shares - - 78,502
Weighted average equityshares for the purpose of calculating 10,18,73,901 10,16,37,537 10,18,90,403
basic earnings per share
Earnings per share :
- Basic Face Value of Equity Share of Rs. 1/- each (Rs.) 7.53 6.19 5.85
- Diluted face value of Equity Share of Rs. 1/- each (Rs.) 7.53 6.19 5.85
41.1 Totheextentthatpartlypaidsharesarenotentitledtoparticipateindividendduringtheperiodthataretreatedastheequivalentofwarrantsor
optionsinthecalculationofdilutedearningspershare.Theunpaidbalanceisassumedtorepresentproceedsusedtopurchaseordinaryshares.
The number of shares included in diluted earnings per share is different between the number of shares subscribed and the number of shares
assumed to be purchased.
41.2 (i)DuringtheyearendedMarch31,2023,theHoldingCompanyhadboughtback1,00,000equitysharesonMarch4,2023(Refernote19.6(c)).
DuringtheyearMarch31,2024,theHoldingCompanyhadforfeitedthepartlypaidsharesonJuly24,2023.TheHoldingCompanyalsoissued
16,40,000 bonus equity shares on January 10, 2024 (the "Bonus issues") (Refer note 19.6(b)), and the Holding Company also bought back
67,000equitysharesonMarch12,2024(Refernote19.6(c))pursuanttowhichtheissued,paid-upandsubscribedsharecapitaloftheHolding
CompanystandsatRs.19.83millionsconsistingof19,83,000equitysharesoffacevalueofRs.10each.AsrequiredunderIndAS33“Earnings
per share” the effect of such Split and Bonus issues has been adjusted retrospectively for all the periods presented.
(ii)DuringtheperiodendedMarch31,2025,TheHoldingCompanyissued69,40,500bonusequitysharesonApril2,2024(the"Bonusissues")
(Refernote19.6(b)).OnAugust22,2024,theHoldingCompanyundertookasharesplit,convertingeachshareofRs.10eachinto10sharesof
Rs. 1 each (Refer note 19.3). This resulted in an increase in the number of shares outstanding from 89,23,500 Equity Shares to 8,92,35,000
EquityShares.On September28, 2024the HoldingCompanyannounceda rights issue of1,29,65,000 sharesataprice ofRs. 1pershare.As
required under Ind AS 33 “Earnings per share” the effect of such Shares Split and Bonus issues has been adjusted retrospectivelyfor all the
periods presented.
41.3 The Holding Company does not have any partly paid up shares as on March 31, 2025.
308Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
42 Related party disclosures :
42.1 Name of Related Party and nature of relationship
(i) Associate
Euro Pratik USA, LLC (Associate of Euro Pratik C Corp INC upto March 31, 2024)
(ii) Limited Liability Partnership where control exists
Euro Pratik Intex LLP (w.e.f August 13, 2024)
(iii) Key Management Personnel
Pratik Gunvantraj Singhvi (Managing Director)
Jai Gunvantraj Singhvi (CFO & Executive Director)
Abhinav Sacheti (Whole- Time Director w.e.f. November 11, 2024)
Shruti Kuldeep Shukla (Company Secretary and Compliance Officer)
Nidhi Seemant Sacheti (Director - appointed on August 12, 2024 and resigned on November 4, 2024)
Prakash Suresh Rita (Managing Director of Subsidiary)
Mahendra Kachhara (Director - Appointed on 1st November, 2024)
Dhruti Apurva Bhagalia (Director- Appointed on 1st November, 2024)
Manish Kailash Chandra Ramuka (Director- Appointed on 1st November, 2024)
(iv) Entities over which key managerial personnel or their relatives are able to exercise significant Influence
Millenium Décor (Director is a Partner)
Vougue Décor (Director is a Partner)
Element Décor (Director is a Partner w.ef. retired on April 1 2024)
NASA Enterprise (Director is a Partner)
Euro Pratik Laminate LLP (Director is a Partner)
Mirage Intex LLP (Director is a Partner)
Niraj Intex LLP (Director is a Partner)
Parle Plywood (Subsidiary Director is a Relative)
Pratik Gunwantraj Singhvi HUF
Jai Guntwantraj Singhvi HUF
Gunwantaraj Manakchand Singhvi HUF
Suresh Panchalal Rita HUF
Prakash Suresh Rita HUF
Abhinav Sacheti HUF (W.e.f from 11th November, 2024)
(v) Relatives of Key Management Personnel
Nisha Jai Singhvi
Dipty Pratik Singhvi
Gunwantraj Manekchand Singhvi
Nidhi Seemant Sacheti
Seemant Hemkumar Sacheti (From August 12, 2024 to November 4, 2024)
Vimla Suresh Rita
Devika Vidit Nisar
Maitri Prakash Rita
Suresh Panchalal Rita
309Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
42.2 Enterprise over which the Key Managerial Personnel have significant influence
(i) Details of transactions with related parties during the year
I. Associates
For the year ended For the year ended For the year ended
Nature of Transactions
March 31, 2025 March 31, 2024 March 31, 2023
Unsecured Loan given
Euro Pratik USA, LLC - 1 8.62 -
Unsecured Loan repaid
Euro Pratik USA, LLC ( Share of loss amounting Rs. 4.51 - 4.56 -
million adjusted against Loan)
II. Key Managerial Personnel and their relatives
For the year ended For the year ended For the year ended
Nature of Transactions
March 31, 2025 March 31, 2024 March 31, 2023
Interest Expenses on Unsecured Loan
Jai Gunvantraj Singhvi 4 .68 - -
Pratik Gunvantraj Singhvi 1 .38 - -
Vimla Suresh Rita 0.19 - -
Gunwantraj Manekchand Singhvi 2 .41 - -
Prakash Suresh Rita 2.73 - -
Rent Paid
Pratik Gunvantraj Singhvi 1 .35 - 0.60
Nisha Jai Singhvi 6 .95 5.81 5.54
Dipty Pratik Singhvi 4 .76 5.74 5.47
Salary
Gunwantraj Manekchand Singhvi 0 .10 3.60 3.60
Dipty Pratik Singhvi 0 .48 0.30 0.15
Nidhi Seemant Sacheti 0.90 1.20 1.20
Nisha Jai Singhvi 0 .48 0.30 0.15
Shruti Kuldeep Shukla 0 .63 - -
Maitri Prakash Rita 0 .45 - -
Seemant Hemkumar Sacheti 2.70 - -
Director Remuneration
Pratik Gunvantraj Singhvi 6 .00 8.50 15.90
Jai Gunvantraj Singhvi 6 .00 8.50 13.20
Nidhi Seemant Sacheti 0.30 - -
Prakash Suresh Rita 1.80 - -
Abhinav Sacheti 1.00 - -
Sitting Fees
Manish Ramuka 0 .08 - -
Dhruti Bhagalia 0.08 - -
Mahendra Kachhara 0 .08 - -
310Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
Performance Incentive
Abhinav Sacheti 2.29 - -
Seemant Hemkumar Sacheti 1.39 - -
Prakash Suresh Rita 6.78 - -
Reimbursement of Expenses
Abhinav Sacheti 0.81 - -
Seemant Hemkumar Sacheti 0.06 - -
Fees Paid
Pratik Gunvantraj Singhvi 0 .10 - -
Unsecured Loan taken
Jai Gunvantraj Singhvi 2 41.44 - -
Pratik Gunvantraj Singhvi 4 5.00 - -
Prakash Suresh Rita 2 99.24 - -
Gunwantraj Manekchand Singhvi 3 6.14 - -
Vimla Suresh Rita 24.55 - -
Unsecured Loan repaid
Prakash Suresh Rita 299.24 - -
Vimla Suresh Rita 24.55 - -
Gunwantraj Manekchand Singhvi 36.14 - -
Jai Gunvantraj Singhvi 2 41.44 - -
Pratik Gunvantraj Singhvi 4 5.00 - -
Purchase consideration paid on Business Acquisition
On Acquisition of Euro Pratik Laminate LLP
Pratik Gunvantraj Singhvi 7.65 - -
Jai Gunvantraj Singhvi 1.96 - -
Nidhi Seemant Sacheti 1.97 - -
On Acquisition of Millenium Décor
Pratik Gunvantraj Singhvi 16.39 - -
On Acquisition of Vougue Décor
Prakash Suresh Rita 298.72 - -
Jai Gunvantraj Singhvi 53.44 - -
Securities Deposit given
Dipty Pratik Singhvi 2 .18 - -
Nisha Jai Singhvi 3 .38 - -
Jai Gunvantraj Singhvi 0.12 - -
Securities Deposit Received back
Dipty Pratik Singhvi 3.00 - -
Nisha Jai Singhvi 3 .05 - -
Purchase of property, plant and equipment
Prakash Suresh Rita 0.10 - -
311Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
III. Enterprise over which the Key Managerial Personnel/Relatives have significant influence
For the year ended For the year ended For the year ended
Nature of Transactions
March 31, 2025 March 31, 2024 March 31, 2023
Sales
Euro Pratik Laminate LLP 0.29 0.23 0.39
Element Décor - 1 03.69 153.16
Vougue Décor 99.73 573.45 757.64
Millenium Décor 3.21 68.30 76.22
Parle Plywood 1.89 - -
Interest Income on unsecured loan
Millenium Décor - - 5.26
Interest Expenses on Unsecured Loan
NASA Enterprise 5.27 0.61 0.17
Prakash Suresh Rita HUF 0 .10 - -
Suresh Panchalal Rita HUF 0 .34 - -
Gunwantraj Mankchand Singhvi HUF 1 .58 - -
Rent Paid
Pratik Gunvantraj Singhvi HUF 6 .41 3.80 3.53
Jai Gunvantraj Singhvi HUF 8 .16 4.13 3.61
Suresh Panchalal Rita HUF 2 .11 - -
Prakash Suresh Rita HUF 3 .94 - -
Purchases
Euro Pratik Laminate LLP 28.89 0.15 0.08
Vougue Décor 18.20 9.77 1.80
Millenium Décor 143.38 11.63 13.82
Element Décor - 1.93 0.47
Parle Plywood 0.18 - -
Unsecured Loan taken
NASA Enterprise 361.38 - 3 0.00
Abhinav Sacheti HUF 2.90 - -
Prakash Suresh Rita HUF 1 3.63 - -
Suresh Panchalal Rita HUF 1 6.23 - -
Gunwantaraj Manakchand Singhvi HUF 2 1.24 - -
Unsecured Loan repaid
NASA Enterprise 361.38 30.00 -
Gunwantraj Manakchand Singhvi HUF 2 1.24 - -
Prakash Suresh Rita HUF 1 3.63 - -
Suresh Panchalal Rita HUF 1 6.23 - -
Abhinav Sacheti HUF 2.90 - -
Securities Deposit given
Jai Gunvantraj Singhvi HUF 4 .74 - -
Pratik Gunvantraj Singhvi HUF 3 .63 - -
Prakash Suresh Rita HUF 2 .22 - -
Suresh Panchalal Rita HUF 1 .41 - -
Securities Deposit Received back
Jai Gunvantraj Singhvi HUF 1 .12 - -
Pratik Gunvantraj Singhvi HUF 0.80 - -
Purchase of Intangible Assets
312
Parle Plywood 0.42 - -Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
(ii) Outstanding balances with related parties:
I. Associates
As at As at As at
Nature of Transactions
March 31, 2025 March 31, 2024 March 31, 2023
Unsecured Loans Given
Euro Pratik USA, LLC - 14.07 -
II. Key Managerial Personnel and their relatives
As at As at As at
Nature of Transactions
March 31, 2025 March 31, 2024 March 31, 2023
Assets
Car Deposit
Pratik Gunvantraj Singhvi - - 2.50
Security Deposit
Nisha Jai Singhvi 2.18 2.05 1.93
Dipty Pratik Singhvi 2 .18 1.91 1.80
Advance Rent
Jai Gunvantraj Singhvi 0 .39 - -
Pratik Gunvantraj Singhvi 0 .39 - -
Prakash Suresh Rita 0.39 - -
Suresh Panchal Rita 0.39 - -
Performance Incentive Payable
Abhinav Sacheti 2.29 - -
Seemant Sacheti 1.39 - -
Prakash Suresh Rita 6.78 - -
Sitting Fees Payable
Manish Ramuka 0 .04 - -
Dhruti Bhagalia 0.04 - -
Mahendra Kachhara 0 .04 - -
Sundry Creditors for Expenses
Abhinav Sacheti 0.02 - -
Jai Gunvantraj Singhvi 0 .10 0.27 0.27
313Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
III. Enterprise over which the Key Managerial Personnel/Relatives have significant influence
As at As at As at
Nature of Transactions
March 31, 2025 March 31, 2024 March 31, 2023
Assets
Security Deposit
Pratik Gunvantraj Singhvi HUF 3 .22 0.54 0.51
Jai Gunvantraj Singhvi HUF 4 .33 0.69 0.65
Suresh Panchalal Rita HUF 1 .00 - -
Prakash Suresh Rita HUF 1 .00 - -
Trade Receivables
Element Décor - 58.23 87.17
Vougue Décor - 54.62 115.66
Euro Pratik Laminate LLP - - 0.01
Parle Plywood 1.53 - -
Liabilities
Advance from Customers
Euro Pratik Laminate LLP - 0.15 -
Unsecured Loans Payable
NASA Enterprise - - 30.00
Interest payable on unsecured loans
NASA Enterprise - - 0.15
314Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
42.3 Listoftherelatedpartiesandallrelatedpartytransactionsoftheconsolidatedentitieseliminatedonconsolidation,whichrequire
disclosure underIndAS 24and/orcoveredundersection 188(2)of the CompaniesAct, 2013(asamended),asdisclosedinthe
separate financial statement of the consolidated entities, should be disclosed in the restated consolidated financial information"
List of Entities eliminated upon Consolidation
Subsidiaries
Gloirio Décor Private Limited ( wef June 14, 2024)
Euro Pratik C Corp INC, USA
Euro Pratik USA LLC ( Subsidiary of Euro Pratik C Corp INC wef April 1, 2024)
Euro Pratik Trade FZCO, UAE
Euro Pratik Intex LLP
Euro Pratik EU d.o.o.
(i) Details of transactions with above parties
Nature of For the year ended For the year ended
Nature of Related Party
Transactions March 31, 2025 March 31, 2024
Gloirio Décor Private Limited Sale of Goods 3 00.21 -
Purchase of Goods 9.17 -
Interest Income 44.51 -
Loan received back 90.50 -
Loans given 630.70 -
Euro Pratik Intex LLP Interest Income 0.79 -
Purchase of Goods 0.07 -
Share in Loss 1.13 -
Loan given 39.00 -
Loan received back 1.63 -
Euro Pratik USA LLC Share in Loss 1 3.20 -
Euro Pratik USA, LLC Sale of Goods 9 .47 -
(ii) Outstanding balances with related parties:
Nature of As at As at
Nature of Related Party
Transactions March 31, 2025 March 31, 2024
Gloirio Décor Private Limited Loans and Advances giv e n 540.20 -
Trade Receivables 40.15 -
Interest Receivable 40.06
Euro Pratik Intex LLP Loans and Advances
given 37.37 -
Trade Payable 0.06 -
Interest Receivable 0.71 -
Euro Pratik C Corp INC, USA Loans and advances 14.04 -
given (loan given to
Euro Pratik USA,
LLC)
315
42.4 All transactions with related party at undertaken at arms length price.Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
43 Financial Instruments
(i) Capital Management
The Group’s capital management is intended to create value for shareholders by facilitating the meeting of long-term and short-term goals of the Group.
TheGroupdeterminestheamountofcapitalrequiredonthebasisofannualoperatingplansandlong-termproductandotherstrategicinvestmentplans.Thefunding
requirementsaremetthroughequityandotherlong-term/short-termborrowingsandinternalsurplusfunds.TheGroup’spolicyisaimedatcombinationofshort-term
borrowingsandutilizationofinternalfunds.TheGroupmonitorsthecapitalstructureonthebasisoftotaldebttoequityratio.Totalborrowingsincludesallshort-
term borrowings as disclosed in notes 21 and 26 to the financial statements.
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Debt 26.82 - 30.00
Less: Cash and cash equivalent including short term deposits 139.71 179.55 123.60
Net debt (A) - - -
Total equity (B) 2,344.91 1,557.33 1,300.18
Debt Equity Ratio (A/B) - - -
(ii) Categories of financial instruments
Calculation of Fair Values
Thefairvaluesofthefinancialassetsandliabilitiesaredefinedasthepricethatwouldbereceiveduponsaleofanassetorpaidtotransferaliabilityinanorderly
transaction between market participants at the measurement date. The following methods and assumptions were used to estimate the fair values of financial
instruments:
a) The fair values of investment in quoted investments/units of mutual fund schemes are based on market price/net asset value as at the reporting date.
b)Cashandcashequivalents,tradereceivables,otherfinancialassets,tradepayables,andotherfinancialliabilitieshavefairvaluesthatapproximatetotheircarrying
amounts due to their short-term nature.
As at M arch 31, 2025 As at March 31, 2024
Particulars
Carrying value Fair value Carrying value Fair value
Financial Assets
Financial assets measured at fair value
Investments measured at (FVTPL) 80.81 80.81 344.47 344.47
Financial assets measured at amortized cost
Trade Receivables 958.29 - 44 3 . 6 5 -
Cash and cash equivalents 139.71 - 10 4 . 5 5 -
Bank balances other than cash and cash equivalents - - 7 5 . 0 0 -
Loans 12.50 - 2 6 . 5 7 -
Other financial assets 93.06 - 9 1 . 1 3 -
Total 1 ,284.37 8 0.81 1 ,085.37 344.47
Financial Liabilities
Financial liabilities measured at amortized cost
Borrowings 26.82 - - -
Lease Liabilities 167.47 - 13 4 . 5 6 -
Trade and other payables 78.90 - 2 . 0 7 -
Other financial liabilities 1.26 - 1 . 1 8 -
Total 2 74.45 - 1 37.81 -
As at March 31, 2023
Particulars
Carrying value Fair value
Financial Assets
Financial assets measured at fair value
Investments measured at (FVTPL) 55.25 55.25
Financial assets measured at amortized cost
Investments - -
Trade Receivables 604.89 -
Cash and cash equivalents 62.60 -
Bank balances other than cash and cash equivalents 61.00 -
Loans - -
Other financial assets 92.01 -
Total 8 75.75 5 5.25
316Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
As at March 31, 2023
Particulars
Carrying value Fair value
Financial Liabilities
Financial liabilities measured at amortized cost
Borrowings 30.00 -
Lease Liabilities 146.70 -
Trade and other payables 55.63 -
Other financial liabilities 4.64 -
Total 2 36.97 -
(i)Thecarryingamountsoftradereceivables,tradepayables,cashandcashequivalentsandotherbankbalancesareconsideredtobethesameastheirfairvalues,
due to their short term nature.
(ii) The management believes the carrying amounts of financial assets and financial liabilities measured at amortised cost approximate their fair values.
Fair value measurements recognized in the balance sheet:
Thefollowingtableprovidesananalysisoffinancialinstrumentsthataremeasuredsubsequenttoinitialrecognitionatfairvalue,groupedintoLevels1to3basedon
the degree to which the fair value is observable.
-Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
-Level2fairvaluemeasurementsarethosederivedfrominputsotherthanquotedpricesincludedwithinLevel1thatareobservablefortheassetorliability,either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
-Level3fairvaluemeasurementsarethosederivedfromvaluationtechniquesthatincludeinputsfortheassetorliabilitythatarenotbasedonobservablemarketdata
(unobservable inputs).
Particulars Level 1 Level 2 Level 3 Total
As at March 31, 2025
Assets at fair value
Investments measured at
Fair value through profit and loss 80.81 - - 80.81
As at March 31, 2024
Assets at fair value
Investments measured at
Fair value through profit and loss 344.47 - - 344.47
As at March 31, 2023
Assets at fair value
Investments measured at
Fair value through profit and loss 55.25 - - 55.25
TherewerenotransfersbetweenLevel1andLevel2fairvaluemeasurements,andnotransferintoandoutofLevel3fairvaluemeasurementsfortheyearsended
March 31, 2025, March 31, 2024 and March 31, 2023.
(iii) Financial risk management objectives:
TheGroup’s principalfinancial liabilities compriseof loan from banks and Loans from related parties and tradepayables. Themain purposeof thesefinancial
liabilitiesistoraisefinancefortheGroup’soperations.TheGrouphasvariousfinancialassetssuchastradereceivables,cashandshorttermdeposits,whicharise
directly from its operations.
The main risks arising from Group’s financial instruments are foreign currency risk, credit risk, market risk, interest raterisk and liquidity risk. The Board of
Directors review and agree policies for managing each of these risks.
(a) Credit risk:
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financialinstrument fails to meet its contractual obligations, and arises
principallyfromtheGrouptradeandotherreceivables,cashandcashequivalentsandotherbankbalances.Themaximumexposuretocreditriskincaseofallthe
financial instruments covered below is restricted to their respective carrying amount.
Trade and Other receivables
Customer credit is managed by management subject to the Holding Company's established policies, procedures and control relating to customer credit risk
management.Tradereceivablesarenon-interestbearingandaregenerallyonaverage60to90dayscreditterm.Creditlimitsareestablishedforallcustomersas
decided by the management. Outstanding customer receivables are regularly monitored.
TheGroup measures theexpected credit loss of tradereceivables based on historicaltrend, industry practices and thebusiness environment in which theentity
operates. Loss rates are based on actual credit loss experience and past trends.
AtMarch31,2025,theHoldingCompany’stopthreecustomersaccountedforRs.569.33millionofthetradereceivablescarryingamount(March31,2024:120.33
Millions), (March 31, 2023 : Rs. 259.01 Millions).
317Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
Expected credit loss assessment for customers:
The following table provides information about the exposure to credit risk and ECLs for trade receivables:
Gross carrying Weighed average
As at M arch 31, 2025 Loss allowance
amount loss rate - range
0 to 180 days 8 84.67 0% -
181 to 365 days 8 8.80 10% - 20% 1 5.18
1 to 2 Years 0 .94 100% 0 .94
2 to 3 Years - 100% -
More than 3 Years 1 .63 100% 1 .63
Total 9 76.04 1 7.75
Gross carrying Weighed average
As at M arch 31, 2024 Loss allowance
amount loss rate - range
0 to 180 days 443.28 0% -
181 to 365 days 0.46 20% 0.09
1 to 2 Years - 100% -
2 to 3 Years - 100% -
More than 3 Years 1.63 100% 1.63
Total 4 45.37 1 .72
Gross carrying Weighed average
As at M arch 31, 2023 Loss allowance
amount loss rate - range
0 to 180 days 604.04 0% -
181 to 365 days 1.06 20% 0.21
1 to 2 Years - 100% -
2 to 3 Years - 100% -
More than 3 Years 1.63 100% 1.63
Total 6 06.73 1 .84
Other financial assets
The Group maintains exposure in cash and cash equivalents, term deposits with banks.
TheGroupheldcashandcashequivalentsofRs.139.71millionatMarch31,2025(March31,2024:Rs.104.55Millions),(March31,2023:Rs
62.60 Millions). Cash and cash equivalents are held with reputable and credit-worthy banks.
Individualrisklimitsaresetforeachcounter‐partybasedonfinancialposition,creditratingandpastexperience.Creditlimitsandconcentrationof
exposures are actively monitored by the Management of the Holding Company.
Other than trade and other receivables, the Group has no other financial assets that are past due but not impaired.
(b) Market risk:
MarketRiskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketprices.Marketriskcomprises
three types of risk: currency risk, interest rate risk and price risk.
(I) Foreign currency risk
TheGroup isexposed tocurrencyrisk on account of itsoperatingactivities. Thefunctionalcurrencyof theGroup isIndian Rupee. Group'sexposureismainly
denominatedinU.S.dollars(USD),EuroandCNY.TheUSD,Euro&CNYexchangeratehaschangedsubstantiallyinrecentperiodsandmaycontinuetofluctuate
substantially in the future. The Group has put in place a Financial Risk Management Policy to identify the most effective and efficient ways of managing the
currency risks. The Group uses EEFC Account to mitigate the risk of changes in foreign currency exchange rate.
The Group do not use derivative financial instruments for trading or speculative purposes.
The carrying amounts of the Group’s financial assets and financial liabilities denominated in foreign currencies at the reporting date are as follows:
As at M arch 31, 2025 As at March 31, 2024
Particulars Financial assets Financial liabilities Financial assets Financial
liabilities
United States Dollars (US$) 0.36 - 20.82 -
Currencies other than INR & US$ 1.74 1.40 - -
Total 2.10 1.40 20.82 -
As at March 31, 2023
Particulars
Financial assets Financial liabilities
United States Dollars (US$) 3.40 57.06
Currencies other than INR & US$ - -
Total 3.40 57.06
318Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
The following table details the Group’s sensitivity to a 5% increase and decrease in the functional currency against the relevant foreign currencies of all the
companiesintheGroup.5%isthesensitivityrateusedwhenreportingforeigncurrencyriskinternallytokeymanagementpersonnelandrepresentsmanagement’s
assessmentofthereasonablypossiblechangeinforeignexchangerates.Thesensitivityanalysisincludesonlyoutstandingforeigncurrencydenominatedmonetary
itemsandadjuststheirtranslationattheperiodendfora5%changeinforeigncurrencyrates.Apositivenumberbelowindicatesanincreaseinprofitandother
equitywheretherespectivefunctionalcurrencystrengthensby5%againsttherelevantforeigncurrency.Fora5%weakeningofthefunctionalcurrencyagainstthe
relevant currency, there would be an equal and opposite impact on the profit and other equity, and the balances below would be negative.
Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
Impact on profit before tax
USD 0.02 1.04 (2.68)
Currencies other than INR & US$ 0.02 - -
Total 0.04 1.04 (2.68)
(II) Interest rate risk:
Interestrateriskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketinterestrates.TheGroup's
doesnothaveanyexposuretotheriskofchangesinmarketinterestratesastheborrowingsofthecompaniesarefromrelatedpartiesandotherpartiesareatfixed
interest rate.
(III) Liquidity risk:
TheGroupfollowsaconservativepolicyofensuringsufficientliquidityatalltimesthroughastrategyofprofitablegrowth,efficientliquidityatalltimesthrougha
strategyofprofitablegrowth,efficientworkingcapitalmanagementaswellasprudentcapitalexpenditure.TheGrouphasaoverdraftfacilitywithbankstosupport
any temporary funding requirements.
TheGroupbelievesthatcurrentcashandcashequivalents,tiedupborrowinglinesandcashflowthatisgeneratedfromoperationsissufficienttomeetrequirements.
Accordingly, liquidity risk is perceived to be low.
Liquidity table:
ThefollowingtablesdetailtheGroup’sremainingcontractualmaturityforitsfinancialliabilities.Thetableshavebeendrawnupbasedonthecashflowsoffinancial
liabilities based on the earliest date on which the Group can be required to pay:
Particulars As at M arch 31, 2025
Within One Year One to five years More than five Total
years
Financial instruments:
Borrowings 15.29 11.53 - 26.82
Trade and other payables 78.90 - - 78.90
Lease Liability 171.54 581.08 - 752.62
Other Financial Liabilities - 1.26 - 1.26
Total financial liabilities 265.73 593.87 - 859.60
Particulars As at March 31, 2024
Within One Year One to five years More than five Total
years
Financial instruments:
Borrowings - - - -
Trade and other payables 2.07 - - 2.07
Lease Liability 21.13 92.40 52.62 166.15
Other Financial Liabilities - 1.18 - 1.18
Total financial liabilities 23.20 93.58 52.62 169.40
Particulars As at March 31, 2023
Within One Year One to five years More than five Total
years
Financial instruments:
Borrowings 30.00 - - 30.00
Trade and other payables 55.63 - - 55.63
Lease Liability 20.51 88.74 77.42 186.67
Other Financial Liabilities 0.14 4.50 4.64
Total financial liabilities 106.28 93.24 77.42 276.94
319Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
(IV) Other price risk:
TheGroupisnotexposedtoanysignificantequitypricerisksarisingfromequityinvestments,asonMarch31,2025,March31,2024andMarch31,2023.Equity
investments (current) are held for trading purposes. The Group does not actively trade these investments.
Equity price sensitivity analysis:
There is no exposure to equity price risks as at the reporting date or as at the previous reporting date.
44 Contingent Liabilities and commitments
(i) Contingent Liabilities
The Group does not have any contingent liabilities and accordingly not paid any amount under protest.
The Group has not taken over Contingent liabilities of the Transferor under business combination.
(ii) Commitments
a) The Group has commitment to acquire 50.10% stake in Euro Pratik EU d.o.o.
b) Gloirio Décor Private Limited (Subsidiary) has Estimated amount of contracts of Rs 105.11 million remaining to be executed on capital account and not provided for
(net of advances).
c) Amount uncalled on the investments as mentioned below for the year as indiacted:
As at March 31, As at March 31, As at March 31,
Sr Particulars
2025 2024 2023
1 360 One Special Opportunities Fund Series- 13 5.25 - -
2 SBI Emergent India Fund Class A7.2 30.00 - -
(iii) The Holding Company has not declared or paid any dividend during the periods mentioned.
45 Disclosures required as per Ind AS 19 Employee Benefits
Defined Contribution Plans
TheGroup makes provident fund Employees StateInsuranceSchemeand Pension Schemecontributions to defined contribution retirement benefit plans for eligible
employees.Undertheschemes,theGroupisrequiredtocontributeaspecifiedpercentage/fixedamountofthepayrollcoststofundthebenefits.Thecontributionsas
specified under the law are paid to the provident fund set up by the government authority.
Defined benefit plans - Gratuity
TheGroupoperatesunfundedgratuityplanforqualifyingemployees.Undertheplan,theemployeesareentitledtoretirementbenefitsdependinguponthenumberof
yearsofservicerenderedbythemsubjecttominimumspecifiednumberofyearsofservice.Theactuarialvaluationofplanassetsandthepresentvalueofdefinedbenefit
obligationwerecarriedoutfortheyearspresentedbythecertifiedactuarialvaluer.Thepresentvalueofthedefinedbenefitobligationrelatedcurrentservicecostandpast
service cost were measured using the projected unit credit method.
A) Defined contribution plans
ContributiontoDefinedContributionPlan,recognisedasanexpenseandincludedin“EmployeeBenefitsExpense”-Note36intheStatementof
profit and loss are as under :
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Employers contribution to Provident Fund 0 .21 0.25 0.22
Employers contribution to Pension Scheme 0.27 0.48 0.41
Employers contribution to Employees State Insurance Scheme 0 .13 0.26 0.25
Total 0 .61 0.99 0.88
B) Defined Benefit Plans
I Change in present value of defined benefit obligation during the year :
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Present value of defined benefit obligation at the beginning of the period 9.50 7.42 6.40
Interest cost 0.67 0.54 0.44
Current service cost 1.50 1.05 1.01
Past service cost - (Non Vested Benefits) - - -
Past service cost - (Non Vested Benefits) - - -
Benefits paid - - -
Contributions by Plan Participants - - -
Business Combinations - - -
Curtailments - - -
Settlements - - -
Actuarial (gains) / losses on obligations (4.38) 0.49 (0.43)
Present value of defined benefit obligation at the end of the year 7.29 9.50 7.42
320Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
II Net Liability
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Present value of defined benefit obligation at the beginning of the period 9.50 7.42 6.40
Fair value of the Assets at beginning report - - -
Net Liability 9.50 7.42 6.40
III Net Interest
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Interest Expenses 0.67 0.54 0.44
Interest Income - - -
Net Interest 0.67 0.54 0.44
IV Actuarial (Gain)/loss on obligation
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Due to Demographic Assumption - - -
Due to Financial Assumption 0.25 0.14 (0.19)
Due to Experience (4.63) 0.35 (0.24)
V Amounts to be recognised in the balance sheet
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Present value of defined benefit obligation at the end of the year 7.29 9.50 7.42
Fair Value of Plan Assets at end of period - - -
Funded Status - - -
Net (Asset)/ Liability recognised in the balance sheet 7.29 9.50 7.42
VI Expenses recognised in the statement of profit and loss for the year
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Current service cost 1.50 1.05 1.01
Interest cost 0.67 0.54 0.44
Past Service Cost - (non vested benefits) - - -
Past Service Cost - (vested benefits) - - -
Curtailment Effect - - -
Settlement Effect - - -
Unrecognised Past Service Cost - non vested benefits - - -
Actuarial (Gain)/ Loss recognised for the period - - -
Expense recognised in the statement of profit and loss 2.17 1.59 1.45
321Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
VIIRecognised in other comprehensive income for the year
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Actuarial (gains) / losses recognized for the period (4.38) 0.49 (0.43)
Asset limit effect - - -
Return on Plan assets excluding net interest - - -
Unrecognised Actuarial (Gain)/Loss from previous period - - -
Total Actuarial (Gain)/Loss recognised in (OCI) (4.38) 0.49 (0.43)
VIIIMovements in the liability recognised in Balance Sheet
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Opening Net Liability 9.50 7.42 6.40
Adjustment to opening balance - - -
Expenses as above 2.17 1.59 1.45
Contribution paid - - -
Other Comprehensive Income (OCI) (4.38) 0.49 (0.43)
Closing Net Liability 7.29 9.50 7.42
IX Net liability disclosed in the balance sheet :
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Current liability 0.71 2.19 1.84
Non-Current liability 6.58 7.31 5.58
X Actuarial assumptions
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Mortality IALM (2012-14) Ult. IALM (2012-14) Ult. IALM (2012-14) Ult.
Interest/ Discount rate 6.58% 7.06% 7.29%
Rate of Increase in Compensation 10.00% 10.00% 10.00%
Annual Increase in healthcare costs - - -
Future Changes in maximum state healthcare benefits - - -
Expected average remaining service 7.29 Years 8.09 Years 7.16 Years
Retirement Age 65 Years 70 Years 70 Years
Employee Attrition Rate Age: 0 to 65 : 10% Age: 0 to 70 : 10% Age: 0 to 70 : 10%
XI Sensitivity Analysis
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Projected benefit obligation on current assumptions
Rate of discounting
Impact of +1% change 6.76 8.93 7.04
Impact of -1% change 7.91 10.15 7.87
Rate of salary increase
Impact of +1% change 7.64 9.82 7.65
Impact of -1% change 6.97 9.20 7.22
45 Assumptions
i) The discount rate are based on the benchmark yields available on government Bonds at the valuation date with terms matching that of the liabilities.
ii) The salary increase rates takes into account inflation, seniority, promotion and other relevant factors.
iii)ThepresentvalueofthedefinedbenefitobligationwerecarriedoutatMarch31,2025,March31,2024andMarch31,2023.Thepresentvalueof
the defined benefit obligation and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.
322Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
46 Analytical Ratios
46.1 Current Ratio = Current assets divided by Current liabilities
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Current Assets 2,333.99 1,420.36 1,261.37
Current Liabilities 236.63 57.75 146.37
Ratio (in times) 9.86 24.59 8.62
% Change from previous year (59.90%) 185.40% (64.89%)
Reason for change more than 25%:
March 31, 2025: The Group acquired a new business during the year, leading to a substantial increase in both current assets
andcurrentliabilities.However,theincreaseincurrentliabilitieswasproportionatelyhigher,therebyreducingthecurrentratio
as compared to the previous year.
March 31, 2024: The Companyhas introduced the new designs, products and increasing basket of product offerings. This has
resulted in increase in inventories, Receivables and has resulted in increase in Current Ratio.
March 31, 2023: Current Liabilities has increased due to increased in business operations and hence there is change in current
ratio.
46.2 Debt Equity ratio = Total debts divided by Total Equity
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Total Debt ( Long Term and Short term Borrowings) 26.82 - 30.00
Total Equity 2,344.91 1,557.33 1,300.18
Ratio (in times) 0.01 - 0.02
% Change from previous year 100.00% (100.00%) 100.00%
Reason for change more than 25%:
March 31, 2025: The increase in the ratio is primarily driven by working capital financing undertaken by our subsidiaries to
support operational requirements.
March31,2024:TheGroup hasrobustearningswhichhasapplied forrepaymentofDebtandtheCompanybecameDebtfree.
This has resulted in improvement of Debt Equity ratio.
March 31, 2023: The Companyhas taken short term loan in FY 2023 and hence there is a change in Debt EquityRatio in FY
2023.
46.3 Debt service coverage ratio = Earnings available for debt services divided by Debt Service
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Earnings available for debt services 857.55 673.29 630.50
Debt Service 78.94 30.32 30.13
Ratio (in times) 10.86 22.21 20.93
% Change from previous year (51.08%) 6.12% (6.87%)
Reason for change more than 25%:
March 31, 2025: The increase in debt duringthe year led to higher debt servicing obligations. Despite growth in earnings, the
rise in debt service costs led to a decline in the debt service coverage ratio.
323Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
46.4 Return on Equity Ratio = Net profit after tax divided by average equity
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Net profit after tax 764.40 629.07 595.65
Average equity 1,951.12 1,428.76 1,248.67
Ratio 39.18% 44.03% 47.70%
% Change from previous year (11.02%) (7.70%) 4.31%
46.5 Inventory Turnover Ratio = Turnover divided by average inventory
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Turnover 2,842.27 2,216.98 2,635.84
Average inventory 658.89 371.82 377.52
Ratio (in times) 4.31 5.96 6.98
% Change from previous year (27.65%) (14.60%) 3.90%
Reason for change more than 25%:
March 31, 2025: The business acquisition resulted in a substantial increase in inventory levels, which outpaced the growth in
turnover. This led to a decline in the inventory turnover ratio compared to the previous year.
46.6 Trade Receivables turnover ratio = Turnover divided by average trade receivables
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Turnover 2,842.27 2,216.98 2,635.84
Average trade receivables 700.97 524.27 529.73
Ratio (in times) 4.05 4.23 4.98
% Change from previous year (4.11%) (15.01%) (9.18%)
46.7 Trade payables turnover ratio = Purchase divided by average trade payables
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Purchases 2,106.49 1,230.27 1,707.39
Average trade payables 40.49 28.85 29.18
Ratio (in times) 52.03 42.64 58.51
% Change from previous year 22.01% (27.12%) (45.94%)
Reason for change more than 25%:
March31,2024:TheGroup hasreducedthePurchasesandfocussedonhigh margin Productsand hencethere ischangeinthe
Trade Payable Turnover Ratio.
March 31, 2023: There was growth in the business operations which has resulted in the increase in Purchases and hence there
is change in the Tade Payable Turnover Ratio.
46.8 Net Capital Turnover Ratio = Turnover divided by Net Working capital
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Turnover 2,842.27 2,216.98 2,635.84
Net Working capital 2,097.36 1,362.61 1,115.00
Ratio (in times) 1.36 1.63 2.36
% Change from previous year (16.71%) (31.18%) 20.08%
Reason for change more than 25%:
March31,2024:TheGrouphas focussedonhighmarginProductswhichhasresultedinreducedTurnover,andhencethereis
change in the Net Capital Turnover Ratio.
324Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
46.9 Net profit ratio = Net profit after tax divided by Turnover
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Net profit after tax 764.40 629.07 595.65
Turnover 2,842.27 2,216.98 2,635.84
Ratio 26.89% 28.38% 22.60%
% Change from previous year (5.22%) 25.56% 7.56%
Reason for change more than 25%:
March 31, 2024: The Group has focussed on high margin Products which has resulted in reduced Turnover but increase in
Profit after tax , and hence there is change in the Net Profit Ratio.
46.10 Return on Capital employed (pre -tax) = Earnings before interest and taxes (EBIT) divided by Capital Employed
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
EBIT 1,047.90 855.61 812.41
Capital Employed 2,350.84 1,550.87 1,322.81
Ratio 44.58% 55.17% 61.42%
% Change from previous year (19.20%) (10.17%) 21.52%
46.11 Return on investment = Average Income on Investments divided by Average Investments
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Income on Investments 47.12 65.67 30.82
Average Investments 300.64 333.36 176.32
Ratio 15.67% 19.70% 17.48%
% Change from previous year (20.44%) 12.70% 72.07%
Reason for change more than 25%:
March31,2023:TheCompanyhasinvestedinternalaccrualsinBankFixedDepositsandotherinvestmentswhichhasresulted
in the income on Investments. Hence, there is a change in ratio in FY 2023.
Note:
The Ratios for March 31, 2025 and March 31, 2024 are not comparable with ratios for March 31, 2023 as the March 25 and
March 2024 ratios are calculated on the basis of Consolidated Financial Statements and the ratios for March 31, 2023 are on
the basis of Standalone financial Statements.
325Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
47 Ind AS 116 Leases
(I) As Lessee
The Group has acquired Offices and Godowns under operating lease with tenure ranging from 1 to 5
Years and more than 5 Years for its operations. The Said agreements are non cancellable agreements.
47.1 Carrying value of right of use assets at the end of the reporting period by class
Particulars Total
Balance at March 31, 2022 147.56
Additions/ deletions 4.86
Amortization for the period 17.37
Balance at March 31, 2023 135.05
Additions/ deletions -
Amortization for the period 17.71
Balance at March 31, 2024 117.34
Additions/ deletions 28.00
Amortization for the period (14.52)
Balance at March 31, 2025 159.86
47.2 Movement in lease liabilities
Particulars Amount
Balance at March 31, 2022 152.16
Recognised during the year 4.86
Finance cost accrued during the year 8.89
Derecognised during the year
Payment of lease liabilities 19.21
Balance at March 31, 2023 146.70
Recognised during the year
Finance cost accrued during the year 8.37
Derecognised during the year
Payment of lease liabilities 20.51
Balance at March 31, 2024 134.56
Recognised during the year 194.35
Finance cost accrued during the year 13.56
Derecognised during the year 135.98
Payment of lease liabilities 39.02
Balance at March 31, 2025 167.47
326Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
Classification of lease liabilities
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Non Current 137.28 121.04 134.57
Current 30.19 13.52 12.13
Total 167.47 134.56 146.70
47.3 Maturity analysis of lease liabilities
Maturity analysis – As at As at As at
contractual undiscounted cash flows March 31, 2025 March 31, 2024 March 31, 2023
Less than one year 171.54 21.13 20.51
One to five years 581.08 92.40 88.74
More than five years - 52.62 77.42
Total undiscounted lease liabilities at period end 752.62 166.15 186.67
Lease liabilities included in the statement of financial position at period end 167.47 134.56 146.70
47.4 Amounts recognised in profit or loss
Particulars For the year For the year For the year
ended ended ended
March 31, 2025 March 31, 2024 March 31, 2023
Interest expense on lease liabilities 13.56 8.37 8.89
Amortization of right-of-use assets 34.49 17.71 17.37
Income from sub-leasing right-of-use assets - (1.17)
Expenses relating to short-term leases 0.66 0.42 0.39
Expenses relating to leases of low-value assets, excluding short-term leases of low
value assets - - -
47.5 Amounts recognised in the statement of cash flows
Particulars For the year For the year For the year
ended ended ended
March 31, 2025 March 31, 2024 March 31, 2023
Total cash outflow for leases 38.90 20.51 19.21
Total 38.90 20.51 19.21
47.6 TheGroupdoesnotfaceasignificantliquidityriskwithregardtoitsleaseliabilitiesasthecurrentassetsaresufficienttomeettheobligations
related to lease liabilities as and when they fall due.
(II) AS a Lessor
47.7 (A) Operating Lease
The Group has entered into operating leases on its office buildings and premises. These leases have terms of 5 years . The Rental Income
received bycompanyduringthe year ended March 31, 2025 was Rs. 6.05 million (March 31, 2024 : Rs. 5.76 million,March 31, 2023 : Rs.
6.48million).TherentalincomerecognisedbythecompanyduringtheperiodendedMarch31,2025wasRs.6.13million(March31,2024:
Rs. 5.84 million, March 31, 2023 : Rs. 5.38 million).
327Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
48 Ind AS 115 Revenue from Contracts with Customers
48.1 Disaggregation of Revenue
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Revenue
Sale of Products 2,842.27 2,216.98 2,635.84
Total Revenue from Contracts with Customers 2,842.27 2,216.98 2,635.84
Geographical Revenues
-India 2,768.20 2,188.15 2,563.72
-Outside India 74.07 28.83 72.12
Total Revenue from Contracts with Customers 2,842.27 2,216.98 2,635.84
Timing of Revenue
Goods and service transferred at a point in time 2,842.27 2,216.98 2,635.84
Goods and service transferred over time - - -
Total Revenue from Contracts with Customers 2,842.27 2,216.98 2,635.84
48.2 Contract Balances
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Trade Receivables 958.29 443.65 604.89
Contract Assets - - -
Contract Liabilities 31.32 3.01 3.63
48.3 Total amount of revenue of Rs. 323.90 Millions fromone major customer for year ended March 31, 2025; Rs. 573.45 Millions fromone major customer forthe
yearendedMarch31,2024;andRs.757.61MillionsfromonemajorcustomerfortheyearendedMarch31,2023;eachexceeding10%ofthetotalrevenueofthe
Group.
328Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
49 Business Combination
a PursuanttoabusinesstransferagreementdatedMay28,2024,theGrouphadacquireditsentirebusinessofMilleniumDecorwitheffectfromJuly
1,2024asagoingconcernonslumpsalebasis,barringcertainassets&liabilities,foracashconsiderationofRs.127.85million.Theassetsand
liabilities have been transferred at their fair values as on July 1, 2024. As a result, the transaction has been accounted in accordance with
“Acquisition Method” laid down by Indian Accounting Standard 103 (Ind AS 103), notified under the Companies Act, 2013.
b PursuanttoabusinesstransferagreementdatedMay2,2024,theGrouphadacquireditsentirebusinessofEuroPratikLaminateLLP witheffect
from July 7, 2024 as a going concern on slump sale basis, barring certain assets & liabilities, for a cash consideration of Rs. 48.47 million The
Group had 76% ownership of Euro Pratik Laminate LLP through common controlled by shareholders. The assets and liabilities have been
transferredattheirbookvaluesasonJuly7,2024.Asaresult,thetransactionhasbeenaccountedinaccordancewith“PoolingofInterestMethod”
laiddownbyAppendixC(BusinessCombinationsofEntitiesunderCommonControl)ofIndianAccountingStandard103(IndAS103),notified
under the Companies Act, 2013.
c PursuanttoabusinesstransferagreementdatedJune18,2024, GrouphadacquiredtheTradingbusinessofVougeDecor witheffectfromJuly1,
2024asagoingconcernonslumpsalebasis,itsentirebusiness,barringcertainassets&liabilities,foracashconsiderationofRs.352.16million.
TheassetsandliabilitieshavebeentransferredattheirfairvaluesasonJuly1,2024.Asaresult,thetransactionhasbeenaccountedinaccordance
with “Pooling of Interest Method” laid down by Indian Accounting Standard 103 (Ind AS 103), notified under the Companies Act, 2013.
Nature of Business Combination Transferee Transferor Date Note
Slump Sale - Other than Common Control Euro Pratik Sales Private Millenium Decor July 1, 2024 a
Limited
Slump Sale - Common Control Euro Pratik Sales Private Euro Pratik Laminate LLP July 7, 2024 b
Limited
Slump Sale - Common Control Gloirio Decor Private Limited Vougue Decor July 1, 2024 c
Assets acquired and liabilities assumed :
Particulars Millenium Decor Euro Pratik Laminate LLP Vougue Decor
ASSETS
Property, Plant & Equipment 1.12 4 .75 6 .81
Intangible Assets - - 0 .01
Non Current Financial Assets - Loans and - 0 .45 -
Advances
Other Non Current Financial Assets 2.55 - -
Inventories 1 27.99 28.87 2 92.20
Trade Receivables 1 74.28 33.41 3 35.61
Cash and Bank Balances 1 .61 4 .31 2 7.34
Other Current Assets 2 2.08 2 3.83 8 7.07
Total Assets 329.63 95.62 7 49.04
LIABILITIES
Financial Liabilities Borrowings 1 94.32 45.94 3 74.24
Trade Payables 6.33 0 .41 2 0.49
Other Current Liabilities 1 .13 0 .80 2 .15
Total equity & liabilities 201.78 47.15 3 96.88
NET ASSETS 1 27.85 48.47 3 52.16
Purchase Consideration paid 1 27.85 48.47 3 52.16
Goodwill / Capital Reserve - - -
329Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
50 Disclosure required by IND AS 101- Translation from IGAAP to IND AS for Offer Documents
50.1 Transition to Ind AS
TheseFinancialStatementsfortheyearendedMarch31,2024andMarch31,2023aretranslatedtoIndASfromIGAAPforthepurposeofOfferDocuments
aspertheSecuritiesandExchangeBoardofIndia(IssueofCapitalDisclosureRequirements)Regulations,2018,asamended(the“SEBIICDRRegulations”).
For all previous periods including the year ended March 31, 2024, the Holding Company had prepared its financial statements in accordance with the
Accounting Standards notified under section 133 of the Companies Act, 2013 read with Rule 7 of Companies (Accounting Standards) Rules,2014 (as
amended) and other relevant provisions of the Act (hereinafter referred to as ‘Previous GAAP’) used for its statutory reporting requirement in India.
TheaccountingpoliciessetoutinNote2havebeenappliedinpreparingthefinancialstatementsforyearendedMarch31,2025,March31,2024andMarch
31, 2023 presented and in the preparation of an opening Ind AS balance sheet at April 1, 2021 (the Company's date of transition to Ind AS).
An explanation of how the transition from previous GAAP to Ind-AS has affected the Financial Position, Financial Performance and Cash Flows of the
Company is set out in the following notes and tables.
Explanation for transition to Ind AS
In preparing the financial statements, the Management has applied the below mentioned optional exemptions and mandatory exceptions.
Ind AS optional exemptions
Companies are required to analyse all mandatory exceptions and optional exemptions available under Ind AS 101 on case to case basis for the first-time
adoption (including comparatives) and accordingly need to make restatement adjustments in line with the same in the Restated financial statements.
IndAS101permitstoelecttocontinuewiththecarryingvalueforallofitsProperty,PlantandEquipment(PPE),InvestmentPropertyasrecognizedinthe
financialstatementsasatthedateoftransitiontoIndAS,measuredasperthepreviousGAAPandusethatasitsdeemedcostasatthedateoftransition.This
exemption canalsobeusedforintangibleassets coveredbyIndAS38IntangibleAssets.Accordingly, theCompanyhaselected tomeasureallof itsPPE,
Investment property (After Reclassification) at their previous GAAP at its carrying value.
IndAS101permitstooptforexemptiontoassesswhetheracontractorarrangementcontainsaleaseasperIndAS116onthebasisoffactsandcircumstances
existingatthedateoftransition.TheGrouphasoptedtoapplythepracticalexemptiontonottorecognizearightofuseassetandacorrespondingleaseliability
inrespectofleaseswheretheleasetermendswithin12monthsfromthedateoftransition.Incaseswheretheleasetermendsbeyondaperiodof12months
fromthedateoftransition,theGrouphasappliedmodifiedretrospectiveapproachandmeasureditsleaseliabilityatthepresentvalueoftheremaininglease
payments discounted using the Group's incremental borrowing rate at the date of transition to Ind AS.
Ind AS Mandatory exceptions
Estimates
Anentity’sestimatesinaccordancewithIndASsatthedateoftransitiontoIndASshallbeconsistentwithestimatesmadeforthesamedateinaccordance
withpreviousGAAP(afteradjustmentstoreflectanydifferenceinaccountingpolicies),unlessthereisobjectiveevidencethatthoseestimateswereinerror.
Ind AS estimates as at April 1, 2021 are consistent with the estimates as at the date i.e March 31, 2021 made in conformity with previous GAAP.
De-recognition of financial assets and liabilities
IndAS101requirestoapplythede-recognitionprovisionsofIndAS109prospectivelyfortransactionsoccurringonorafterthedateoftransitiontoIndAS.
However,IndAS101allowsafirsttimeadoptertoapplythederecognitionrequirementsinIndAS109retrospectivelyfromadateoftheentity’schoosing,
providedthattheinformationneededtoapplyIndAS109tofinancialassetsandfinancialliabilitiesderecognizedasaresultofpasttransactionswasobtained
atthetimeofinitiallyaccountingforthosetransactions.TheGrouphaselectedtoapplythede-recognitionprovisionsofIndAS109prospectivelyfromthedate
of transition to Ind AS.
Classification and measurement of financial assets
IndAS101requiresanentitytoassessclassificationandmeasurementoffinancialassetsonthebasisofthefactsandcircumstancesthatexistatthedateof
transition to Ind AS.
50.2 Reconciliation between previous GAAP to IND AS
ThefollowingtablerepresentsthereconciliationoftheBalancesheet,totalEquity,TotalComprehensiveIncomeandcashflowsfromPreviousGAAPtoInd
AS
330Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
I Reconciliation of Balance Sheet previously reported under IGAAP to Ind AS as at March 31, 2023
Particulars Note No. Amount as per Effects of Amount as per Ind
IGAAP Transitions to Ind AS
AS
I. ASSETS
Non-current assets
(a) Property, Plant and Equipment 3 150.74 (133.82) 16.92
(b) Right of Use Assets 4 - 135.05 135.05
(c) Intangible Assets 5 - -
(d) Investment Property 6 - 132.47 132.47
(e) Financial Assets - - -
(i) Loans 7 - - -
(ii) Other financial assets 8 - 35.20 35.20
(f) Deferred Tax Assets (Net) 9 0.15 7.22 7.37
(g) Other Non Current Assets 10 10.63 (7.81) 2.82
Total non current assets 161.52 168.31 329.83
Current Assets
(a) Inventories 11 387.95 - 387.95
(b) Financial Assets - - -
(i) Investments 12 62.18 (6.93) 55.25
(ii) Trade receivables 13 606.73 (1.84) 604.89
(iii) Cash and cash equivalents 14 157.71 (95.11) 62.60
(iv) Bank Balances other than (iii) above 15 - 61.00 61.00
(v) Other Financial Assets 16 60.01 (3.20) 56.81
(c) Current Tax Assets (Net) 17 - - -
(d) Other current assets 18 229.60 (196.73) 32.87
Total current assets 1,504.18 (242.81) 1,261.37
TOTAL ASSETS 1,665.70 (74.50) 1,591.20
II. EQUITY AND LIABILITIES
Equity
(a) Equity Share Capital 19 5.06 - 5.06
(b) Other Equity 20 1,342.60 (47.48) 1,295.12
Total Equity 1347.66 (47.48) 1,300.18
Liabilities
Non Current Liabilities
(a) Financial liabilities
(i) Borrowings 21 - - -
(ii) Lease Liabilities 22 - 134.57 134.57
(iii) Other financial liabilities 23 - 4.50 4.50
(b) Provisions 24 - 5.58 5.58
(c) Other non-current liabilities 25 4.50 (4.50) -
(d) Deferred tax liabilities (net) 9 - - -
Total non current liabilities 4.50 140.15 144.65
Current liabilities
(a) Financial liabilities
(i) Borrowings 26 30.15 (0.15) 30.00
(ii) Lease Liabilities 22 - 12.13 12.13
(iii) Trade Payables 27
(A) Total outstanding dues of micro enterprises and small
enterprises; and - - -
(B) Total outstanding dues of creditors other than micro
enterprises and small enterprises. 55.63 - 55.63
(iv) Other Financial Liabilities 28 - 0.14 0.14
(b) Other current liabilities 29 45.71 0.01 45.72
(c) Provisions 30 - 1.84 1.84
(d) Current Tax Liabilities (Net) 31 182.05 (181.14) 0.91
Total Current liabilities 313.54 (167.17) 146.37
Total liabilities 318.04 (27.02) 291.02
TOTAL EQUITY AND LIABILITIES 1,665.70 (74.50) 1,591.20
331Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
II Reconciliation of Balance Sheet previously reported under IGAAP to Ind AS as at March 31, 2024
Particulars Note No. Amount as per Effects of Amount as per Ind
IGAAP Transitions to Ind AS
AS
I. ASSETS
Non-current assets
(a) Property, Plant and Equipment 3 147.98 (133.21) 14.77
(b) Right of Use Assets 4 - 117.34 117.34
(c) Intangible Assets 5 - - -
(d) Investment Property 6 - 120.46 120.46
(e) Financial Assets -
(i) Loans 7 - 26.57 26.57
(ii) Other financial assets 8 - 36.50 36.50
(f) Deferred Tax Assets (Net) 9 2.90 3.56 6.46
(g) Other Non Current Assets 10 26.75 (24.29) 2.46
Total non current assets 177.63 146.93 324.56
Current Assets
(a) Inventories 11 355.69 - 355.69
(b) Financial Assets
(i) Investments 12 326.79 17.68 344.47
(ii) Trade receivables 13 445.37 (1.72) 443.65
(iii) Cash and cash equivalents 14 217.31 (112.76) 104.55
(iv) Bank Balances other than (iii) above 15 - 75.00 75.00
(v) Other Financial Assets 16 82.30 (27.67) 54.63
(c) Current Tax Assets (Net) 17 - -
(d) Other current assets 18 235.38 (193.01) 42.37
Total current assets 1,662.84 (242.48) 1,420.36
TOTAL ASSETS 1,840.47 (95.55) 1,744.92
II. EQUITY AND LIABILITIES
Equity
(a) Equity Share Capital 19 19.83 - 19.83
(b) Other Equity 20 1,552.62 (15.12) 1,537.50
(c) Non Controlling Interest - - -
Total Equity 1,572.45 (15.12) 1,557.33
Liabilities
Non Current Liabilities
(a) Financial liabilities
(i) Borrowings 21 - - -
(ii) Lease Liabilities 22 - 121.04 121.04
(iii) Other financial liabilities 23 - 1.18 1.18
(b) Provisions 24 7.31 - 7.31
(c) Other non-current liabilities 25 1.50 (1.19) 0.31
(d) Deferred tax liabilities (net) 9 - - -
Total non current liabilities 8.81 121.03 129.84
Current liabilities
(a) Financial liabilities
(i) Borrowings 26 - - -
(ii) Lease Liabilities 22 - 13.52 13.52
(iii) Trade Payables 27
(A) Total outstanding dues of micro enterprises and small
enterprises; and - - -
(B) Total outstanding dues of creditors other than micro
enterprises and small enterprises. 2.07 - 2.07
(iv) Other Financial Liabilities 28 - - -
(b) Other current liabilities 29 38.95 0.01 38.96
(c) Provisions 30 2.49 - 2.49
(d) Current Tax Liabilities (Net) 31 215.70 (214.99) 0.71
Total Current liabilities 259.21 (201.46) 57.75
Total liabilities 268.02 (80.43) 187.59
TOTAL EQUITY AND LIABILITIES 1,840.47 (95.55) 1,744.92
332Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
III Reconciliation of statement of Profit and Loss for the year ended March 31, 2023
Particulars Note No. Amount as per Effects of Amount as per
IGAAP Transitions to Ind AS
Ind AS
I. Revenue from Operations 32 2,635.84 - 2,635.84
II. Other income 33 56.46 (6.79) 49.67
III. Total Income (I+II) 2,692.30 (6.79) 2,685.51
IV. Expenses
Purchase of stock-in-trade 34 - 1,707.39 1,707.39
Changes in inventories of stock-in-trade 35 1,686.51 (1707.38) (20.87)
Employee Benefits Expenses 36 57.95 3.03 60.98
Finance costs 37 1.95 8.97 10.92
Depreciation and Amortization Expenses 38 5.20 18.73 23.93
Other Expenses 39 217.35 (115.68) 101.67
Total Expenses (IV) 1,968.96 (84.94) 1,884.02
V. Profit/ (Loss) before Exceptional items and Tax (III-
IV) 723.34 78.15 801.49
VI. Profit before Tax 723.34 78.15 801.49
VII. Tax expense: 40
1. Current Tax 182.05 26.04 208.09
2. Deferred Tax (0.26) (4.30) (4.56)
3. Excess/short provision of tax relating to earlier years - 2.31 2.31
VIII. Profit (Loss) for the period from continuing 541.55 54.10 595.65
operations (VI-VII)
IX. Profit/(loss) for the period 541.55 54.10 595.65
X. Other comprehensive income (A+B) - 0.32 0.32
A. Items that will not be reclassified to profit or loss
- -
i) Remeasurement of net defined benefit liability - 0.43 0.43
ii) Income tax relating to above - (0.11) (0.11)
B.(i) Items that will be reclassified to profit or loss - - -
i) Foreign Currency Translation Reserve - - -
XI. Total comprehensive income for the period (IX + 541.55 54.42 595.97
X) (Comprising Profit/ (Loss) and Other
Comprehensive Income for the period)
XII. Earnings per equity share (for continuing 41
operation)
1. Basic 1,069.92 5.85
2. Diluted 1,069.92 5.85
333Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
IV Reconciliation of statement of Profit and Loss for the year ended March 31, 2024
Particulars Note No. Amount as per Effects of Amount as per
IGAAP Transitions to Ind AS
Ind AS
I. Revenue from Operations 32 2,216.98 - 2,216.98
II. Other income 33 59.58 24.49 84.07
III. Total Income (I+II) 2,276.56 24.49 2,301.05
IV. Expenses
Purchase of stock-in-trade 34 - 1,230.27 1,230.27
Changes in inventories of stock-in-trade 35 1,262.55 (1230.29) 32.26
Employee Benefits Expenses 36 65.62 (6.49) 59.13
Finance costs 37 1.37 8.44 9.81
Depreciation and Amortization Expenses 38 5.30 29.11 34.41
Other Expenses 39 106.33 (21.52) 84.81
Total Expenses (IV) 1,441.17 9.52 1,450.69
V. Profit/ (Loss) before Exceptional items and Tax (I-
IV) 835.39 14.97 850.36
VI. Share of Profit / (Loss) from associate - (4.56) (4.56)
VII. Profit before Tax (V-VI) 835.39 10.41 845.80
VIII. Tax expense: 40
1. Current Tax 215.70 - 215.70
2. Deferred Tax (2.74) 3.77 1.03
3. Excess/short provision of tax relating to earlier years 26.06 (26.06) -
IX. Profit (Loss) for the period from continuing 596.37 32.70 629.07
operations (VII-VIII)
X. Profit/(loss) for the period 596.37 32.70 629.07
XI. Other comprehensive income (A+B) - (0.34) (0.34)
A. Items that will not be reclassified to profit or loss
i) Remeasurement of net defined benefit liability - (0.49) (0.49)
ii) Income tax relating to above - 0.12 0.12
B. Items that will be reclassified to profit or loss - - -
i) Foreign Currency Translation Reserve - 0.03 0.03
XII. Total comprehensive income for the period (X + 596.37 32.36 628.73
XI) (Comprising Profit/ (Loss) and Other
Comprehensive Income for the period)
XIII. Earnings per equity share (for continuing 41
operation)
1. Basic 253.42 6.19
2. Diluted 253.42 6.19
334Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
50.3 The Holding Company does not have a significant impact on the cashflow statement as on March 31, 2024 and March 31, 2023.
50.4 Reconciliation of Equity as on March 31, 2024 and March 31, 2023
Particulars As at As at
March 31, 2024 March 31, 2023
Share Capital as per previous GAAP 19.83 5.06
Other Equity as per previous GAAP 1,552.62 1,342.60
Equity as per previous GAAP 1,572.45 1,347.66
Impact of Lease Accounting ( As per Ind AS 116) (5.62) (7.13)
Provision for Expected credit loss 0.12 0.05
Gain/Loss on Fair Valuation of Investments 24.00 (7.21)
Provision for Gratuity 7.42 (1.03)
Fair value adjustments of security deposits - -
Deffered Tax (3.66) 4.20
Current Tax 26.04 (26.04)
Depreciation on Investment Property (11.39) (1.36)
Share of Profit / (Loss) from associate (4.56) -
Opening Adjustments (47.47) (8.96)
Equity as per Ind AS 1,557.33 1,300.18
Reconciliation of Total Comprehensive Income for the period ended as on March 31, 2024 and March 31, 2023
Particulars As at As at
March 31, 2024 March 31, 2023
I. Profit after tax as per IGAAP 596.37 541.55
II. Ind AS Adjustments:
Expected credit allowance on trade receivables 0.12 0.05
Fair value Gain/(Loss) on Investments 24.00 (7.21)
Gratuity impact as per valuation 7.86 (1.46)
Depreciation and interest on ROU asset and lease liability (5.62) (7.13)
Depreciation on Investment Property (11.39) (1.36)
Tax impact (3.77) 4.30
Current Tax Adjustment 26.06 (26.04)
Reclassification of Tax paid on buy back from P&L to
other equity - 92.95
Share of Profit / (Loss) from associate (net of Tax) (4.56) -
Total Ind AS Adjustment to profit or loss 32.70 54.10
III. Profit after tax under Ind AS (I+II) 629.07 595.65
IV. Other comprehensive income
A. Items that will not be reclassified to profit or loss
i) Remeasurement of net defined benefit obligation (0.49) 0.43
ii) Income tax relating to above 0.12 (0.11)
B. Items that will be reclassified to profit or loss
i) Foreign Currency Translation Reserve 0.03 0.00
Total Other comprehensive income (0.34) 0.32
Total comprehensive income under Ind AS (III+IV) 628.73 595.97
335Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
50.5 Notes
1 Property Plant and Equipment:
On Restatement of Financial Statements from IGAAP to Ind AS, the company has opted to Recognise the Property plant and
EquipmentatdeemedcostandInvestmentpropertywhichispartofPPEasperIGAAPisreclassifiedtoInvestmentpropertyatthe
transition date i.e. April 1, 2021.
2 Investment Property:
On Restatement of Financial Statements from IGAAP to Ind AS, the company has opted to Recognise the Investment Property at
deemedcostandInvestmentpropertywhichispartofPPEasperIGAAPisreclassifiedtoInvestmentpropertyatthetransitiondate
i.e. April 1, 2021.
3 Trade Receivables
OntransitiontoIndAS,theCompanyhasrecognisedimpairmentlossontradereceivablesbasedontheexpectedcreditlossmodel
(using simplified approach) as required by Ind AS 109. Consequently, trade receivables have been reduced with a corresponding
decreaseinretainedearningsasonApril1,2021byRs.2.78million.Theprovisionforexpectedcreditlossontradereceivableshas
reduced byRs.0.89 million for the year ended March 31, 2022 and has furtherreduced byRs. 0.05million as at March31, 2023 ,
andhasfurtherreducedbyRs.0.12millionasatMarch31,2024andhasincereasedbyRs.16.03millionasatMarch31,2025and
resulting in corresponding decrease/increase in carrying amount of Trade receivables.
4 Provision for Employee Benefits
On Transition to Ind AS , the Company has recognised the actuarial gains and losses on remeasurement of Employee benefit
liabilities in thestatementof Profitand loss andOthercomprehensiveincome. Consequently, the tax effect of items recognised in
OthercomprehensiveincomehasalsobeenrecognisedinOtherComprehensiveIncomeunderIndASinsteadofStatementofProfit
and Loss.
5 Other Comprehensive Income
Under Ind AS, all items of income and expense recognized in a period should be included in Statement of Profit and Loss for the
period, unless astandardrequires orpermits otherwise.Items ofincomeandexpensethatarenotrecognizedinStatement ofProfit
and Loss but are shown in the Statement of Profit and Loss as “Other Comprehensive Income”, includes remeasurement of
Employee Benefit obligation and Income tax relating to these items. The concept did not exist under the previous GAAP.
6 Deferred Tax
IndianGAAPrequiresdeferredtaxaccountingusingtheincomestatementapproach,whichfocusesondifferencesbetweentaxable
profits and accounting profits for the period. Ind-AS 12 requires entities to account for deferred taxes using the balance sheet
approach, which focuses on temporarydifferences between the carrying amount of an asset or liabilityin the balancesheet and its
taxbase.TheapplicationofInd-AS12approachhasresultedinrecognitionofdeferredtax/deferredTaxliabilityonnewtemporary
differences which was required/not required under Indian GAAP.
7 Fair valuation of investments:
UnderIndian GAAP, theCompanyaccounted forlongterminvestments atcostless provision for otherthan temporarydiminution
in the value of investments. Under Ind AS, the Company has designated such investments as FVTPL , which are measured at fair
value. At the date of transition to Ind AS, difference between the instruments’ fair value and Indian GAAP carrying amount has
been recognised in the statement of profit and loss.
8 Interest free deposit & Advance rent
As per Ind AS 109, all financial assets and liabilities are to be measured at fair value on initial recognition. Accordingly, security
deposits placed / collected in relation to arrangements which are non-cancellable for limited periods, are to be recognised at their
respectivefairvalues andthedifferencebetweenfairvalueand transaction priceis recognised in opening reserves at thetransition
date and changes thereafter have to be recognised in statement of profit and loss.
336Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
9 Leases
UnderpreviousGAAP,theleasepaymentmadeforthepropertiestakenonleaseisrecognisedasRentExpensesintheStatementof
Profit and Loss for the period. Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosureof
leases for both lessees and lessors. It introduces a single, on-balance sheet lease accounting model for lessees. Under Ind AS, the
Group has recognise right-to-use asset (ROU asset) and lease liability for the properties taken on lease using the modified
retrospectiveapproach subjecttoexemptionprovidedintheIndAS116.OnapplicationofIndAS116,thenatureof expenseshas
changedfromleaserentto depreciationcost fortheright-to-useasset, andfinancecostforinterestaccruedonleaseliability.There
is no change in accounting by the lessor.
10 Retained Earnings
Accumulated Reserves as of April 1, 2021 has been adjusted consequent to the above Ind AS adjustments.
11 Reclassification
The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.
50.6 For the purpose of Restated Consolidated Financial Information the Audited Special Purpose Financial Statements for the years
ended March 31, 2024 and March 31, 2023 of the company, the transition date is considered as April 01, 2021, which is different
fromthetransitiondatewhichwillbeadoptedbytheCompanyatthetimeoffirsttimetransitiontoIndAS(i.e.April01,2023)for
the purpose of preparation of the StatutoryFinancial Statements as required under the Act. Accordingly, theCompanyhas applied
the same accounting policyand accounting policychoices (both mandatory exceptions and optional exemptions availed as per Ind
AS 101, as applicable) as on April 01, 2021 for the Audited Special Purpose Financial Statements, as adopted on transition date,
i.e., April 01, 2023
Further,sincethestatutorydateoftransitiontoIndASisApril01,2023,andthattheAuditedSpecialPurposeFinancialStatements
fortheyearsendedMarch,312024andMarch31,2023 forthepurposeofRestatedConsolidatedFinancialInformationhavebeen
prepared considering a transition date of April 01, 2021, the closing balances of items included in the Audited Special Purpose
BalanceSheetasatMarch31,2023,maybedifferentfromthebalancesconsideredonthestatutorydateoftransitiontoIndASon
April 01, 2023, due to such early application of Ind AS principles with effect from April 01, 2021 as compared to the date of
statutory transition.
337Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
51 Expenditure on Corporate Social Responsibility (CSR) Activities:
Corporate Social Responsibility expenses As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
(i) Gross amount required to be spent by the Group during the 15.07 10.91 7.88
year
(ii) Amount of expenditure incurred 15.25 10.93 8.05
(iii) Shortfall/(Excess) Spent at the end of the year (0.18) (0.02) (0.17)
(iv) Total of previous years shortfall/(Excess) - - -
(v) Reason for shortfall Not Applicable Not Applicable Not Applicable
(vi) Nature of CSR activities The Company supports poverty alleviation, combats
malnutrition, and promotes animal welfare also supports
child education and upliftment of blind people. It also
focuses on providing clean water, improving maternal and
child health, and enhancing healthcare with medical
equipment.
(vii) Details of related party transactions, e.g., contribution to a
trust controlled by the Group in relation to CSR expenditure as Not Applicable Not Applicable Not Applicable
per relevant Accounting Standard
52 Ind AS 10 Events after the reporting period
52.1 TheHoldingCompany'sshareinitssubsidiaryEuroPratikCCorp,INChasbeenincreasedfrom78.95%to84%onaccountofsubscriptionto
the fresh issue of shares made by the subsidiary company after the period ended March 31, 2025.
52.2 On April26, 2025, oneofthe HoldingCompany's Godown located atBuildingNo.M, SwagatComplex, Phase-2,RahanalVillage,Bhiwandi,
Maharashtra,havingcarryingvalueofinventoriesofRs.335.94millionandcarryingvalueofPPEofRs.1.08million,wasdamagedbyfire.This
eventhasbeenintimatedtotheinsurancecompanyie.TheOrientalInsuranceCompanyLimited.TheHoldingCompanyhasfiledtheclaimofRs.
321.68millionwithInsuranceCompany.TheHoldingCompany hasdebitedinputtaxcreditunderGSTon thelossofInventoryamountingto
Rs. 60.25 million to Profit & Loss Account.
Further, considering the nature ofbusiness and financial position of theHolding Company, this incident will nothave materialimpact on the
Going Concern of the Company.
53 Additional regulatory information as required by Schedule III to the Companies Act, 2013
53.1 The Group has not traded or invested in Crypto currency or Virtual Currency during each reporting period.
53.2 There is no Scheme of Arrangements entered by the group during each reporting period, approved by the Competent Authority in terms of
sections 230 to 237 of the Companies Act, 2013.
53.3 Relationship with Struck off Companies
TheCompanyEVMDecorPrivateLimitedwasofficiallystruckoffasacompanyeffectivefromJuly28,2022,inaccordancewiththeCompanies
Act, 2013. EVM Decor Private Limited and Holding Company are related parties, as they share a common director on the Board of both
companies. The Holding Company conducted transactions with EVM Decor Private Limited prior to its strike-off date of July 28, 2022. No
transactions were conducted, and no balances remained outstanding with EVM Decor Private Limited at the date of struck off July 28, 2022.
53.4 Utilisation of Borrowed funds and share premium
a) In the opinion of the management of the Group and to the best of their knowledge and belief, no funds have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Group to or in any other person(s) or
entity(ies),includingforeign entities(“Intermediaries”),withthe understanding,whether recordedin writingorotherwise,thattheIntermediary
shall,whether,directlyorindirectlylendorinvestinotherpersonsorentitiesidentifiedinanymannerwhatsoeverbyoronbehalfoftheGroup
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
b)IntheopinionofthemanagementoftheGroupandtothebestoftheirknowledgeandbelief, nofundshavebeenreceivedbytheGroupfrom
anyperson(s)orentity(ies),includingforeignentities(“FundingParties”),withtheunderstanding,whetherrecordedinwritingorotherwise,that
the Group shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
53.5 TheGrouphasnosuch transactionwhich isnot recordedin thebooksofaccounts thathasbeensurrendered ordisclosedasincomeduringthe
yearinthetaxassessmentsundertheIncomeTaxAct,1961(suchas,searchorsurveyoranyotherrelevant provisionsoftheIncomeTaxAct,
1961.
338Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
53.6 The Group has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
53.7 The Group does not have any Loans or advances to promoters, directors, KMPs and related parties , either severallyor jointlywith anyother
person, that are repayable on demand or without specifying any terms or period of repayment
53.8 The Group does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.
53.9 The Group doesn't have any investments through more than two layers of investment companies as per section 2(87) (d) and section 186 of
Companies Act, 2013 during the year ended March 31, 2025, March 31, 2024 and March 31, 2023.
53.10 Disclosure as per Section 186 of The Companies Act, 2013
Thedetailsofloans,guaranteesandinvestmentsunderSection186oftheCompaniesAct,2013readwiththeCompanies(MeetingsofBoardand
its Powers) Rules, 2014 are as follows :
(i) Details of Investments made are given in Note 12.
(ii) Details of Loans given by the Company are given in Note 7.
(iii) There are no guarantees issued/ given by the Company as at March 31, 2025, March 31, 2024 and March 31, 2023.
339Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
54 Additional Information :
Information as at and for the year ended March 31, 2025
Net Assets i.e., total assets minus total Share in profit or loss
liabilities
Name of the entity in Group As % of consolidated Amount As % of Amount
net assets consolidated
net assets
Parent Group
Euro Pratik Sales Limited 93.17% 2,184.83 79.35% 606.53
Subsidiary Group
Gloirio Décor 7.03% 164.85 21.55% 164.75
Euro Pratik Intex LLP 0.00% 0.05 0.00% 0.00
Euro Pratik USA LLC (0.01%) (0.35) 0.00% 0.00
Euro Pratik C Corp INC 0.37% 8.57 0.96% 7.32
Euro Pratik Trade FZCO 0.60% 14.15 (1.37%) (10.49)
Non Controlling Interest 0.17% 3.87 (0.37%) (2.80)
Inter Group Adjustment/set off/Elimination (1.33%) (31.06) (0.12%) (0.91)
Share in other comprehensive income Share in total comprehensive income
As % of consolidated Amount As % of Amount
Name of the entity in Group
net assets consolidated
net assets
Parent Group
Euro Pratik Sales Limited 93.71% 3.28 79.41% 609.81
Subsidiary Group
Gloirio Décor - - 21.45% 164.75
Euro Pratik Intex LLP - - 0.00% 0.00
Euro Pratik USA LLC (4.00%) (0.14) (0.02%) (0.14)
Euro Pratik C Corp INC 2.86% 0.10 (1.33%) (10.18)
Euro Pratik Trade FZCO 8.86% 0.31 0.97% 7 .42
Non Controlling Interest (1.43%) -0.05 (0.37%) (2.85)
Inter Group Adjustment/set off/Elimination - - (0.12%) (0.91)
Information as at and for the year ended March 31, 2024
Net Assets i.e., total assets minus total Share in profit or loss
liabilities
Name of the entity in Group As % of consolidated Amount As % of Amount
net assets consolidated
net assets
Parent Group
Euro Pratik Sales Limited 100.30% 1,562.06 100.76% 633.82
Subsidiary Group
Gloirio Décor - - - -
Euro Pratik Intex LLP - - - -
Euro Pratik USA LLC - - - -
Euro Pratik C Corp INC 1.33% 20.65 (0.03%) (0.19)
Euro Pratik Trade FZCO - - - -
Inter Group Adjustment/set off/Elimination (1.63%) (25.38) (0.72%) (4.56)
Share in other comprehensive income Share in total comprehensive income
As % of consolidated Amount As % of Amount
Name of the entity in Group
net assets consolidated
net assets
Parent Group
Euro Pratik Sales Limited 108.82% (0.37) 100.75% 633.44
Subsidiary Group
Gloirio Décor - - - -
Euro Pratik Intex LLP - - - -
Euro Pratik USA LLC - - - -
Euro Pratik C Corp INC (8.82%) 0.03 (0.02%) (0.15)
Euro Pratik Trade FZCO - - - -
Inter Group Adjustment/set off/Elimination 3 4- 0 - (0.73%) (4.56)Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
Details regarding subsidiary / related parties where control exists
Proportion of ownership interest and
voting power held by the Group
Nature of subsidiary Country of Incorporation Principal activity
As at As at
March 31, 2025 March 31, 2024
Gloirio Décor Private Limited India 100.00% 0.00%
Euro Pratik Intex LLP India Creative design 53.00% 0.00%
Euro Pratik USA LLC USA and trading in 50.10% 42.50%
Euro Pratik C Corp INC USA design panel 78.95% 100.00%
Euro Pratik Trade FZCO UAE products 100.00% 0.00%
Euro Pratik EU d.o.o Craotia 50.10% 50.10%
55 Non Controlling Interest
The following table comprises the information relating to Group Subsidiary Co. Euro Pratik Sales Limited that has material Non - Controlling
interests before any intra group eliminations:
For the year endedM arch 31, 2025
Particulars Europratik Intex Euro Pratik USA Euro Pratik C
LLP LLC Corp Inc
NCI% 47.00% 49.90% 21.05%
Non- Current Assets 0 .94 - 1 4.04
Current Assets 74.08 3 5.93 0 .11
Non- Current Liabilities - 2 5.57 -
Current Liabilities 74.97 1 0.71 -
Net Assets 0.05 (0.35) 14.15
Net Assets Attributable to NCI 0.02 (0.17) 2.98
Revenue 3 2.82 2 6.95 -
Profit - - (13.29)
Other Comprehensive Income - - -
Total Comprehensive Income - 0.27 (12.90)
Cash Flow from Operating activities (45.72) 9.83 (12.91)
Cash Flow from investing activities (1.00) (1.76) -
Cash Flow from financing activities 4 8.08 (6.39) 1 0.95
Net Increase/(decrease) in cash and cash equivalents 1.36 1 .68 (1.96)
Dividend paid to NCI - - -
56 Investment in Associate and Profit/(Loss) from Associate
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Share of Profit / (Loss) from associate - (4.56) -
Adjustment against:
(i) Investment in associate* - 0.00 -
Share of Profit / (Loss) from associate - 0.00 -
Net investments in associate - - -
(ii) Loan given to associate - 1 8.63 -
Share of Profit / (Loss) from associate - (4.56) -
Net loan balance - 14.07 -
* Investment in associate is Rs. 3,513.83
57 Segmental Reporting
OperatingsegmentsarereportedinamannerconsistentwiththeinternalreportingprovidedtotheChiefOperatingDecisionMaker(“CODM”)
oftheCompany.TheManagingdirectoroftheCompanyactsasthe(CODM).TheCompanyoperatesonlyinonebusinesssegmenti.e.tradingin
decorative panel products. Hence, the Company does not have any separate reportable segments as per Ind AS 108 “Operating Segments”.
341Euro Pratik Sales Limited
(formerly known as Euro Pratik Sales Private Limited)
(CIN: U74110MH2010PLC199072)
Notes to the Restated Consolidated Financial Information
(Amount in Millions except per share data or as otherwise stated)
58 Reconciliation of Restatement Adjustments to Audited Consolidated Financial Statements
58.1 Reconciliation between total equity as per Audited Consolidated Financial Statements and Restated Consolidated Financial Information
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Total Equity as per Audited Consolidated Financial Statements 2,344.91 1,557.33 1,300.18
Material Restatement Adjustmemnts:
(i) Audit Qualification - - -
(ii) Other Material Adjustments - - -
- Change in Accounting Policies - - -
- Other Adjustments - - -
Total Equity as per Restated Consolidated Financial Information 2,344.91 1,557.33 1,300.18
58.2 Reconciliation between Audited Total Comprehensive Income and Restated Total Comprehensive Income
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Total Comprehensive Income as per Audited Consolidated Financial 767.90 628.73 595.97
Statements
Material Restatement Adjustmemnts:
(i) Audit Qualification - - -
(ii) Other Material Adjustments - - -
- Change in Accounting Policies - - -
- Other Adjustments - - -
Total Comprehensive Income as per Restated Consolidated Financial 767.90 628.73 595.97
Information
58.3 Material Regrouping
Appropriateregrouping/reclassificationhavebeenmadeintheRestatedConsolidatedStatementofAssetsandLiabilities,RestatedConsolidatedStatementofProfit
andLoss,whereverrequired,byreclassificationofthecorrespondingitemsofincome,expenses,assetsandliabilities,inordertoalignwiththeaccountingpolicies/
currentclassification/disclosurestoconformwiththeclassificationsaspertherestatedconsolidatedfinancialinformationoftheGroupfortheyearendedMarch31,
2025, March31,2024andMarch31,2023preparedinaccordancewithScheduleIIIofCompaniesAct,2013,requirementsofIndAS1-'Presentationoffinancial
statements'andotherapplicableIndASprinciplesandtherequirementsoftheSecuritiesandExchangeBoardofIndia(IssueofCapital&DisclosureRequirements)
Regulations, 2018, as amended.
58.4 Non Adjusting Events
There are no audit qualification in auditor's report for financial year ended March 31, 2025, March 31, 2024 and March 31 2023 which require any adjustment in
the restated consolidated financial information.
As per our attached report of even date For and on behalf of the Board of Directors of
Euro Pratik Sales Limited
For C N K & Associates LLP For Monika Jain & Co. Pratik Singhvi Jai Singhvi
Chartered Accountants Chartered Accountants Managing Director Director & Chief Financial Officer
Firm Registration No.:101961W/W-100036 Firm Registration No.:130708W DIN: 00371660 DIN: 00408876
Hiren Shah Ronak Gandhi Abhinav Sacheti Shruti Shukla
Partner Partner Whole-Time Director Company Secretary
Membership No.: 100052 Membership No.: 169755 DIN: 10832940 Membership No.: A60044
Place: Mumbai Place: Mumbai Place: Mumbai Place: Mumbai
Date: August 21, 2025 Date: August 21, 2025 Date: August 21, 2025Date: August 21, 2025
342OTHER FINANCIAL INFORMATION
The accounting ratios derived from the Restated Consolidated Financial Information as required under Clause 11 of Part
A of Schedule VI of the SEBI ICDR Regulations are given below:
Particulars As at and for the financial year ended March 31,
2025 2024 2023
Earnings per share of face value of ₹1 each:
- Basic, computed on the basis of profit attributable 7.53 6.19 5.85
to equity holders (₹)
- Diluted, computed on the basis of profit attributable 7.53 6.19 5.85
to equity holders(₹)
RoNW (%) 39.18 44.03 47.70
Net asset value per Equity Share (₹) 22.94 785.34 2,158.58
EBITDA (₹ million) 1,101.01 890.02 836.34
___________
* Not annualized.
Notes: The ratios have been computed as under:
1. Basic EPS = Basic earnings per share are calculated by dividing the net restated profit or loss for the year attributable to equity shareholders by
the weighted average number of Equity Shares outstanding during the year.
2. Diluted EPS = Diluted earnings per share are calculated by dividing the net restated profit or loss for the year attributable to equity shareholders
by the weighted average number of Equity Shares outstanding during the year as adjusted for the effects of all dilutive potential Equity Shares
outstanding during the year.
3. Return on Net Worth (%) = net restated profit or loss for the year attributable to equity shareholders divided by average equity at the end of the
year derived from Restated Consolidated Financial Information.
4. Net Asset Value per share = Total Equity derived from the Restated Consolidated Financial Information divided by number of equity shares
outstanding as at the end of year. Equity Shares on fully diluted basis is considered for the purpose of calculation of NAV.
5. EBITDA = Earnings before interest, tax, depreciation and amortisation
In accordance with the SEBI ICDR Regulations, the standalone audited financial statements of our Company as at and for
the Fiscals 2025, 2024 and 2023 and the reports thereon (collectively, the “Audited Financial Statements”) are available
on our website at www.europratik.com/investors. The definitions of turnover, net-worth and profits before tax have the
same meaning as ascribed to them in the Companies Act, 2013.
Gloirio Decor Private Limited has been identified as a Material Subsidiary of our Company for the requirements under the
SEBI ICDR Regulations and applicable provisions of SEBI Listing Regulations. Since our Material Subsidiary, Gloirio
Decor Private Limited, was incorporated on June 14, 2024, its standalone audited financial statements for Fiscal 2024 and
Fiscal 2023 are not available as at the date of this Red Herring Prospectus. As a result, only the annual standalone audited
financial statements of our Material Subsidiary for Fiscal 2025 are made available on our website.
Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI ICDR
Regulations. The Audited Financial Statements do not constitute, (i) a part of this Red Herring Prospectus; or (ii) a
prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement, an offer
or a solicitation of any offer or an offer document or recommendation or solicitation to purchase or sell any securities under
the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere. The Audited Financial
Statements should not be considered as part of information that any investor should consider subscribing for or purchase
any securities of our Company and should not be relied upon or used as a basis for any investment decision.
None of our Company or any of its advisors, nor BRLMs nor any of their respective employees, directors, affiliates, agents
or representatives accept any liability whatsoever for any loss, direct or indirect, arising from any information presented or
contained in the Audited Financial Statements, or the opinions expressed therein.
343CAPITALIZATION STATEMENT
The following table sets forth our Company’s capitalization as at March 31, 2025, derived from Restated Consolidated
Financial Information, and as adjusted for the Offer.
This table should be read in conjunction with the sections “Risk Factors”, “Restated Consolidated Financial Information”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 30,
251 and 346, respectively.
Particulars Pre-Offer as at March Adjusted for the
31, 2025 proposed Offer(2)
(₹million, unless indicated otherwise)
Borrowings
Current borrowings(1)(A) 15.29
Non-current borrowings(1) (including current maturity and interest 11.53
accrued and due on borrowings)(B)
Total Borrowings (C = A + B) 26.82
Equity
Equity share capital(1) 102.20 Refer notes below
Other equity(1) 2,238.84
Non-Controlling Interest 3.87
Total Equity (D) 2,344.91
Total Capital (C + D) 2,371.73
Ratio: Non-current borrowings (B) / Total equity (D) (%) 0.49
Ratio: Total borrowings (C) / Total equity (D) (%) 1.14
___________
Notes:
1) These terms carry the same meaning as per Schedule III of the Companies Act, 2013.
(2) There will be no change after the Offer since it is an initial public offering by way of an Offer for Sale by the Promoter Selling Shareholders and
Promoter Group Selling Shareholders.
344FINANCIAL INDEBTEDNESS
Our Company and our Subsidiaries avail certain credit facilities for their business requirements. Our Board is empowered
to borrow monies as may be required for the purpose of the business of our Company, in accordance with applicable laws
and our Articles of Association. For details regarding the borrowing powers of our Board, see “Our Management—
Borrowing Powers of our Board of Directors” on page 230.
Set forth below is a brief summary of our aggregate borrowings (on a consolidated basis) as at July 31, 2025.
Category of borrowing Sanctioned/Initial Amount* Outstanding Amount*
(₹ million)
Fund Based
Term loan - -
Working Capital - -
Unsecured# 166.27 48.92
Non-Fund Based - -
Total 166.27 48.92
_________
Notes:
* As certified by M/s. C N K & Associates LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s. Monika Jain & Co.,
Chartered Accountants, firm registration number 130708W, Joint Statutory Auditors, pursuant to their certificate dated September 5, 2025.
# Principal terms of our unsecured borrowings are set forth below.
(a) Term: Three years.
(b) Interest Rate: The interest rate in respect of our borrowings is 12% per annum on reducing balance on the actual amount disbursed. The interest
accrues on the last date of each financial year for the period of the financial year on the funds actually borrowed net of repayment and is paid
within 60 days from the last date of the financial year.
(c) Security: Unsecured.
(d) Repayment: The loans are repayable at the notice of one day and can be re-paid in part or full.
(e) Purpose: Working capital loan.
For risks in relation to the financial and other covenants required to be complied with in relation to our borrowings, see
“Risk Factors—36—Our Step-Down Subsidiary, Euro Pratik USA, LLC, and another consolidated entity, Euro Pratik Intex
LLP, have obtained unsecured loans from members of our Promoter Group and other third partes, which may be recalled
at any time, and we may not have adequate funds to make timely payments or at all. Our inability to obtain further financing
or meet our obligations could adversely affect our cash flows, financial condition, business and results of operations” on
page 57.
345MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
In this Red Herring Prospectus, unless specified otherwise, any reference to “the Company” or “our Company” refers to Euro Pratik
Sales Limited, on a standalone basis, and a reference to “we”, “us” or “our” is a reference to our Company on a consolidated basis,
as applicable, for the relevant periods. Additionally, please refer to “Definitions and Abbreviations” on page 2 for certain capitalised
terms used in this section. Further, names of certain distributors and contract manufacturers or suppliers have not been included in this
Red Herring Prospectus either because relevant consents for disclosure of their names were not available or in order to preserve
confidentiality.
The following discussion and analysis is intended to convey the management’s perspective on our financial condition and results of
operations as at and for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023. The following information is
qualified in its entirety by, and should be read together with, the more detailed financial and other information included in this Red
Herring Prospectus, including the information contained in “Risk Factors”, “Industry Overview”, “Our Business”, and “Restated
Consolidated Financial Information” beginning on pages 30, 120, 178, and 251, respectively, as well as financial and other information
contained in this Red Herring Prospectus as a whole.
Unless otherwise stated, or the context otherwise requires, the financial information used in this section is derived from our Restated
Consolidated Financial Information disclosed in “Restated Consolidated Financial Information” on page 251. Our financial year ends
on March 31 of each year, and references to a particular Financial Year or Fiscal are to the 12-month period ended March 31 of that
year, unless the context indicates otherwise.
We have undertaken certain Recent Acquisitions during the financial year ended March 31, 2025. See “Risk Factors—16—Our Restated
Consolidated Financial Information as at and for the financial year ended March 31, 2025, which includes the effect of the Recent
Acquisitions on our financial performance and financial condition, may not be comparable to our Restated Consolidated Financial
Information in respect of prior periods.”, “Our Business—Recent Acquisitions”, “History and Certain Corporate Matters—Details
regarding Material Acquisitions or Divestments of Business/ Undertakings, Mergers, Amalgamation, any Revaluation of Assets, etc. in
the last 10 Years” and “—Basis of Presentation—Recent Acquisitions” on pages 40, 180, 220 and 368, respectively.
We have also included various financial and operational performance indicators in this Red Herring Prospectus, some of which have
not been derived from the Restated Consolidated Financial Information. The manner of calculation and presentation of some of the
financial and operational performance indicators, and the assumptions and estimates used in such calculations, may vary from that used
by other companies in India and other jurisdictions. Also see “Risk Factors—47—This Red Herring Prospectus includes certain non-
GAAP measures and financial and operational performance indicators related to our operations and financial performance. The non-
GAAP measures and financial and operational performance indicators may vary from any standard methodology that is applicable
across the Decorative Wall Panel and Decorative Laminates industries and, therefore, may not be comparable with financial or industry
related statistical information of similar nomenclature computed and presented by other companies” on page 62.
Ind AS differs in certain respects from Indian GAAP, IFRS and U.S. GAAP and other accounting principles with which prospective
investors may be familiar. We have not attempted to quantify the impact of the IFRS or U.S. GAAP on the financial information included
in this Red Herring Prospectus, nor do we provide a reconciliation of our financial information to IFRS or U.S. GAAP. Also see “Risk
Factors—55—Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which
investors may be more familiar with and may consider them materials to their assessment of our financial condition” on page 66.
Some of the information in this section, including information with respect to our plans and strategies, contain forward-looking
statements that involve risks and uncertainties. Given these risks and uncertainties, prospective investors are cautioned not to place
undue reliance on such forward-looking statements. You should read “Forward-Looking Statements” and “Risk Factors” beginning on
pages 28 and 30, respectively, for a discussion of the risks and uncertainties related to those statements that may affect our business,
financial condition or results of operations.
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled “Report on Wall Panel
Industry in India” dated August 22, 2025 (the “TechnopakReport”), exclusively prepared and issued by Technopak Advisors Private
Limited (“Technopak”), who were appointed by our Company pursuant to a letter of authorisation dated August 20, 2024 and the
Technopak Report has been commissioned by and paid for by our Company in connection with the Offer. The Technopak Report is
available on the website of our Company at http://www.europratik.com/investors from the date of this Red Herring Prospectus until the
Bid/Offer Closing Date and has also been included in “Material Contracts and Documents for Inspection—Material Documents” on
page 472. While the data included herein includes excerpts from the Technopak Report that may have been re-ordered or re-classified
by us for the purposes of presentationin this Red Herring Prospectus, there are no parts, data or information which may be relevant for
the proposed Offer and that have been left out or changed in any manner.
Unless stated otherwise, industry and market data used in this section have been extracted from the Technopak Report, which was
prepared and issued by Technopak Advisors Private Limited (“Technopak”), which was exclusively commissioned and paid for by our
Company for the purposes of the Offer. The industry related data included in this section may have been re-ordered by us for the purposes
of presentation, however, there are no parts, data or information (which may be relevant for the Offer) that has been left out in any
manner. A copy of the Technopak Report will be available on the Company’s website at www.europratik.com/investors from the date of
this Red Herring Prospectus until the Bid/Offer Closing Date. Also see “Certain Conventions, Presentation of Financial, Industry and
Market Data and Currency of Presentation—Industry and Market Data” on page 27.
346OVERVIEW
We operate in the decorative wall panel and decorative laminates industry as a seller and marketer of Decorative Wall
Panels and Decorative Laminates. According to the Technopak Report, we are one of India’s leading Decorative Wall
Panel brands and have established ourselves as one of the largest organized Wall Panel brands with a market share of
15.87% by revenue in the organized Decorative Wall Panels industry and our total revenue from the Decorative Wall
Panels sold during Fiscal 2023 was ₹1,742.89 million (Source: Technopak Report). For further details see, “Industry
Overview—Overview of Wall Decorative Industry—Interior Decorative Wall Panels—Indian Decorative Wall Panel
Market Size by Value” on page 151.
We develop differentiated design templates for our Decorative Wall Panels and Decorative Laminates which are tailored
to meet contemporary architectural and interior design trends, resulting in our identification as product innovators for
products like Louvres, Chisel and Auris at India Coverings Expo from 2019 to 2022 (Source: Technopak Report). We
study, identify and understand industry trends, the potential product requirements of our consumers and focus on delivering
a compelling product portfolio that resonates with diverse market segments. We, together with our Promoters, have created
our “Euro Pratik” and “Gloirio” brands. Our merchandising approach focuses on meeting the requirements of our
consumers while being cognizant of our product design, placement and marketing capabilities.
We believe that our growth is, and will be, driven by our ability to make available an assortment of quality products. Over
the last seven years, we have introduced a diversified product portfolio which has enabled us to create a distinct market in
the Decorative Wall Panels and Decorative Laminates industries catering to various segments, including residential, and
commercial applications. As at March 31, 2025, we offered our consumers a wide range of products in India, with over 30
product categories and over 3,000 designs (Source: Technopak Report). We believe that we operate as a fast-fashion brand
in the Decorative Wall Panels and Decorative Laminates industries in India with over 113 product catalogues (involving a
combination of products and designs) launched in the last four years.
We offer a quality and eco-friendly alternative to traditional wall decoration products such as wallpaper, wood and paint.
Our range of products competes with wallpaper products and premium wall paints in the Indian market by offering a
durable and cost-effective product range (Source: Technopak Report.). Our products are anti-bacterial, anti-fungal, free
from certain heavy metals such as lead and mercury, and are made from recycled and eco-friendly materials, offering
greater environment consciousness than the substitutes in the Indian market such as wood and paint products (Source:
Technopak Report).
We manage the distribution of our products through an established, extensive distribution network across 116 cities in
India, as at March 31, 2025, which is distributed predominantly across Metros, Mini metros, Tier-I, Tier-II and Tier-III
cities, enabling us to reach a broad spectrum of consumers and markets. As at March 31, 2025, we managed a distribution
network of 180 distributors across 25 states and five union territories in India, who connect us with several Retail
Touchpoints(Source: Technopak Report). To create demand for our products, we undertook strategic product placement
and comprehensive marketing efforts by initially tapping into Metro cities, where we established our brand equity and
created an extensive distribution network which we leveraged to engage with new distributors in other locations. Further,
our distribution system enables reliable delivery of our products to our distributors and consumers across India and other
countries. Our warehouses spread across approximately 194,877.50 square feet in Bhiwandi, Maharashtra, aid the stability
of our operations. Our warehouses are located near the Nhava Sheva port in Mumbai, which helps us with delivery of our
products to our distributors. See “Our Business—Our Property” on page 206.
To further strengthen our brands, we have engaged Hrithik Roshan, an established actor, as the brand ambassador for the
products under the “Euro Pratik” brand. In similar vein, our Subsidiary Gloirio has engaged Kareena Kapoor Khan an
established actress, as the brand ambassador for the products offered under the “Gloirio” brand.
We operate on an asset-light business model by outsourcing manufacturing processes to our contract manufacturing
partners and have long-term arrangements with select global manufacturers which assists us in offering unique products.
Once our manufacturing partners receive our design templates, they produce the finished products in compliance with our
specifications and quality standards. We believe, this approach enables our products to incorporate the latest designs.
During the Fiscal 2025, we worked with 36 contract manufacturers across countries including India, South Korea and
China. See “Our Business —Product Development—Contract Manufacturing” on page 198.
Our management team has domain knowledge in the Decorative Wall Panels and Decorative Laminates industries. Two of
our Promoters, Pratik Gunvantraj Singhvi and Jai Gunvantraj Singhvi, who also serve as our Chairman and Managing
Director and the Executive Director and Chief Financial Officer, respectively, have over 19 and 13 years of experience in
the Decorative Wall Panels and Decorative Laminates industries and have been associated with our Company since 2017.
Their experience has been instrumental in us developing and implementing our business strategies, anticipating and
addressing market trends and changes in consumer preferences, managing and growing our business operations and
347maintaining and leveraging relationships with our contract manufacturers and distributors. See “Our Management—Brief
Biographies of our Directors” on page 229.
We have increased our scale of operations during the reported periods, on account of growth in sales in Fiscal 2023 and an
increase in our profitability in Fiscal 2024 and consolidation of similar businesses in Fiscal 2025 which was driven
primarily by our Recent Acquisitions (see “Our Business —Recent Acquisitions” on page 180). As at March 31, 2025, we
sold our products to 180 distributors across 25 states and five union territories in India (Source: Technopak Report). In
Fiscal 2024, we also began exporting our products to over six countries across Asia and Europe and are actively sourcing
and delivering products in Singapore, UAE, Australia, Bangladesh, Burkina Faso and Nepal. In order to continue to
increase the scale of our business, we will keep exploring organic or inorganic expansion into new markets with favorable
demographics, market size and growth potential.
FINANCIAL METRICS
The tables below sets forth certain financial and operational metrics as at the dates, and for the periods, indicated below.
Financial Metrics
As at and for the financial year ended March 31,
Particulars
2025 2024 2023
GAAP Metrics:
Revenue from operations (₹ million)(1) 2,842.27 2,216.98 2,635.84
Profit after tax (₹ million)(2) 764.40 629.07 595.65
Non-GAAP Metrics:
EBITDA (3)(₹ million) 1,101.01 890.02 836.34
EBITDA Margin (4)(%) 38.74 40.15 31.73
Gross margin(%) or Gross Profit Margin (5) 45.47 43.05 36.02
Return on Equity (6)(%) 39.18 44.03 47.70
Return on Capital Employed (7)(%) 44.58 55.17 61.42
Debt to Equity Ratio (8)(in times) 0.01 - 0.02
Net Debt to EBITDA Ratio (9) (in times) - - -
Working Capital Days (days) (10) 168.00 139.00 119.00
__________
Notes:
(1) Revenue from operations refers to revenue generated from the sale of our products.
(2) Profit after tax refers to profits earned by us after deducting all our operational and non-operational expenses and taxes.
(3) EBITDA is defined as earnings before interest, taxes, depreciation and amortization.
(4) EBITDA Margin is defined as our EBITDA during a given period as a percentage of revenue from operations during that period.
(5) Gross Margin measures our gross profit compared to our revenues as a percentage and is calculated by subtracting our Cost of Goods Sold
(“COGS”) from our Net Sales divided by our revenue from operations. COGS refers to the direct costs such as cost of materials consumed, that we
incur for producing our finished goods. Net Sales refers to our total revenue from operations after deducting any returns, allowances and discounts
on our finished goods.
(6) Return on Equity or RoE is calculated by dividing our profit for the year by the average total equity (sum of opening and closing divided by two)
during that year and is expressed as a percentage.
(7) Return on Capital Employed or RoCE is calculated by dividing our EBIT (i.e., earnings before interest and taxes) during a given period by Capital
Employed (i.e., sum of tangible net worth, total debt and deferred tax liability), and is expressed as a percentage. Tangible net worth is calculated
by reducing total liabilities, intangible assets (including intangible assets under development) and deferred tax assets (net) from the total assets).
(8) Debt to Equity Ratio is calculated by dividing our total borrowings (i.e., our total non-current borrowings and current maturities of long term-
borrowings) by our total equity (i.e., our total assets minus our total liabilities).
(9) Net Debt to EBITDA Ratio is calculated by our net debt (i.e., our total non-current borrowings and current maturities of long term-borrowings less
cash and cash equivalents and other bank balances (current and non-current)) divided by our operating EBITDA.
(10) Working capital days is calculated as inventory days plus trade receivable days minus trade payable days. Inventory days is calculated as average
inventory divided by revenue from operations multiplied by 365 days. Trade receivable days is calculated as average trade receivables divided by
revenue from operations multiplied by 365 days. Trade payable days is calculated as average trade payables divided by purchases of stock in trade
multiplied by 365 days
(1) 365 days. Trade payable days is calculated as average trade payables divided by purchases of stock in trade multiplied by 365 days
Operational Metrics
As at March 31,
Particulars
2025 2024 2023
Number of SKUs 3,438 3,047 2,810
Number of Distributors 180 97 97
Number of states in India with presence 25 23 24
NON-GAAP FINANCIAL MEASURES
348We use certain supplemental non-GAAP measures and certain operational performance indicators to review and analyze
our financial and operating performance from period to period, to evaluate our business, and for forecasting purposes.
Although these non-GAAP measures and operational performance indicators are not a measure of performance calculated
in accordance with applicable accounting standards, our management believes that they are useful to an investor in
evaluating our business because they are widely used measures to evaluate a company’s operating and financial
performance. Further, our management believes that when taken collectively with financial measures prepared in
accordance with Ind AS, these non-GAAP measures and operational performance indicators may be helpful to investors
because they provide an additional tool for investors to use in evaluating our ongoing results and trends. Presentation of
these non-GAAP measures and operational performance indicators should not be considered in isolation from, or as a
substitute for, analysis of our historical financial performance, as reported and presented in our Restated Consolidated
Financial Information set forth in this Red Herring Prospectus.
These non-GAAP measures and operational performance indicators are not defined under, or presented in accordance with,
Ind AS and have limitations as analytical tools. For instance, these non-GAAP measures and operational performance
indicators, among other things, do not reflect our cash expenditures or future requirements for capital expenditure or
contractual commitments; changes in, or cash requirements for, our working capital needs; and our finance cost, or cash
requirements. Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized
will often have to be replaced in the future, and these measures do not reflect any cash requirements for such replacements.
These non-GAAP measures and operational performance indicators may differ from similar titled information used by
other companies, including peer companies, who may calculate such information differently and hence their comparability
with those used by us may be limited. Therefore, these non-GAAP measures and operational performance indicators should
not be viewed as substitutes for performance or profitability measures under Ind AS or as indicators of our operating
performance, financial condition, cash flows, liquidity or profitability.
Set forth below are definitions of, and reconciliation to, GAAP measures pertaining to, certain key non-GAAP measures
presented in this Red Herring Prospectus, along with a brief explanation of their calculation. Also see “Risk Factors—47—
This Red Herring Prospectus includes certain non-GAAP measures and financial and operational performance indicators
related to our operations and financial performance. The non-GAAP measures and financial and operational performance
indicators may vary from any standard methodology that is applicable across the Decorative Wall Panel and Decorative
Laminates industries and, therefore, may not be comparable with financial or industry related statistical information of
similar nomenclature computed and presented by other companies” on page 62.
EBIT, EBITDA and EBITDA Margin
“EBIT” is defined as earnings before interest and taxes. “EBITDA” is defined as earnings before interest, taxes,
depreciation and amortization. “EBITDA Margin” is an indicator of the operational efficiency of our business calculated
as EBITDA as a percentage of total income; it is defined as our EBITDA during a given period as a percentage of revenue
from operations during that period.
The table below reconciles our profit for the year to EBITDA, for the periods indicated, and sets forth our EBITDA Margin,
for the periods indicated.
For the financial year ended March 31
Particulars 2025 2024 2023
(₹ million,unless otherwise specified)
Profit/ (loss) for the year (A) 764.40 629.07 595.65
Add:
Finance cost, net 40.04 9.81 10.92
Income tax expense 243.46 216.73 205.84
EBIT (B) 1,047.90 855.61 812.41
Add:
Depreciation and amortization expense 53.11 34.41 23.93
EBITDA (C) 1,101.01 890.02 836.34
Revenue from operations (D) 2,842.27 2,216.98 2,635.84
EBITDA Margin (C/D) (%) 38.74 40.15 31.73
Change in basis points (bps) from previous year (%) (141.30) 842 240
Percentage increase/(decrease) from previous year (%)(1) (3.52) 26.52 8.17
________
(1) Our EBITDA Margin decreased by 3.52% to 38.74% in Fiscal 2025 from 40.15% in Fiscal 2024 primarily due to increase in operating expenses.
Further, our EBITDA Margin increased by 26.52% to 40.15% in Fiscal 2024 from 31.73% in Fiscal 2023 primarily due to our increased focus on high
margin products.
Gross Margin
349“Gross margin” measures our Company’s financial health and efficiency and generally used to identify areas for cost-
cutting and improvement and is calculated by subtracting our Cost of Goods Sold (“COGS”) from our Net Sales divided
by our revenue from operations. COGS refers to the direct costs such as cost of materials consumed, that we incur for
producing our finished goods. Net Sales refers to our total revenue from operations after deducting any sales returns,
allowances and discounts on our finished goods.
The table below sets forth our Gross Margin, for the periods indicated.
For the financial year ended March 31,
Particulars 2025 2024 2023
(₹ million, unless otherwise specified)
Revenue from operations 2,842.27 2,216.98 2,635.84
Less:
Sales returns, allowances and discounts on our finished goods# - - -
Net Sales (A) 2,842.27 2,216.98 2,635.84
Total expenses 1,921.56 1,450.69 1,884.02
Less:
Finance costs 40.04 9.81 10.92
Depreciation and amortization expense 53.11 34.41 23.93
Employee Benefit Expenses 90.74 59.13 60.98
Other expenses 187.67 84.81 101.67
Cost of Goods Sold (COGS) (B) 1,550.00 1,262.53 1,686.52
Gross Profit (C = A – B) 1,292.27 954.45 949.32
Gross Margin (C/A) 45.47 43.05 36.02
Percentage increase/(decrease) from previous year (%)(1) 5.61 19.54 8.49
________
(1) Our Gross Margin increased by 5.61% to 45.47% in Fiscal 2025 from 43.05% in Fiscal 2024 primarily due to our increased focus on high margin
products. Further, our Gross Margin increased by 19.54% to 43.05% in Fiscal 2024 from 36.02% in Fiscal 2023 primarily due to our increased focus
on high margin products.
# The Company did not have any sales returns (i.e., products returned by the distributors) during the relevant reporting periods (i.e., in Fiscals 2025,
2024 and 2023).
Return on Equity
Return on equity (“RoE”) measures how efficiently our Company generates profits from shareholders’ funds and is
calculated by dividing our profit for the year/ period by the average total equity (sum of opening and closing divided by
two) during that year/ period and is expressed as a percentage.
The table below sets forth the reconciliation of our RoE to our profit for the year, for the periods indicated.
For the financial year ended, March 31
Particulars 2025 2024 2023
(₹ million, unless otherwise specified)
Profit for the year (A) 764.40 629.07 595.65
Average equity (B) 1,951.12 1,428.76 1,248.67
RoE (A/B) (%) 39.18 44.03 47.70
Percentage increase/(decrease) from previous year (%)(1) (11.02) (7.70) 4.31
________
(1) Our RoE decreased by 11.02% to 39.18% in Fiscal 2025 from 44.03% in Fiscal 2024 primarily due to increase in the average equity on account of
issuance of Equity Shares during the year. For further details see, “Capital Structure—Share Capital History of our Company” on page 87. Further, our
RoE decreased by 7.70% to 44.03% in Fiscal 2024 from 47.70% in Fiscal 2023 primarily due to reduction in our revenue from operations, an increase
in our total equity and marginal growth in our profits.
Return on Capital Employed
Return on capital employed (“RoCE”) measures how efficiently we can generate profits from our capital employed and is
calculated by dividing our earnings before interest and taxes (“EBIT”) during a given period by Capital Employed (i.e.,
sum of tangible net worth, total debt and deferred tax liability), and is expressed as a percentage. Tangible net worth is
calculated by reducing total liabilities, intangible assets (including intangible assets under development) and deferred tax
assets (net) from the total assets). The table below sets forth the reconciliation of our RoCE to our EBIT, for the periods
indicated
As at and for the financial year ended, March 31
Particulars 2025 2024 2023
(₹ million, unless otherwise specified)
EBIT (A) 1,047.90 855.61 812.41
350As at and for the financial year ended, March 31
Particulars 2025 2024 2023
(₹ million, unless otherwise specified)
Capital Employed (B = C + D + E) 2,350.84 1,550.87 1,322.81
RoCE (A/B) (%) 44.58 55.17 61.42
Tangible Net Worth {C = C1 –(C2 + C3)} 2,324.02 1,550.87 1,292.81
Net Worth (C1) 2,344.91 1,557.33 1,300.18
Less:
Intangible Asset (C2) 0.31 - -
Deferred Tax Asset (C3) 20.58 6.46 7.37
Total Debt (D) 26.82 - 30.00
Deferred Tax Liabilities (E) - - -
Percentage increase/(decrease) from previous year (%)(1) (19.20) (10.17) 21.52
________
(1) Our RoCE decreased by 19.20% to 44.58% in Fiscal 2025 from 55.17% in Fiscal 2024 primarily due to increase in the capital employed due to the
Recent Acquisitions. Further, our RoCE decreased by 10.17% to 55.17% in Fiscal 2024 from 61.42% in Fiscal 2023 primarily due to a significant
increase in our Capital Employed as compared to growth in our EBIT, as our business experienced effects of a shift from low-margin products to high
margin products and consequent reduction in our revenue from operations.
Debt to Equity Ratio and Net Debt to EBITDA Ratio
Debt to Equity ratio helps us evaluate our financial leverage and compares our total debt to our shareholder equity. Debt
to Equity ratiomeasures the proportion of debt used to finance our assets relative to our equity.We calculate Debt to Equity
ratio by dividing our total borrowings (i.e., our total non-current borrowings and current maturities of long-term-borrowings)
by our total equity (i.e., our total assets minus our total liabilities). The Net Debt to EBITDA ratio is a measure of the extent
to which our Company can cover our debt and represents our debt position in comparison to our profitability. The Net Debt
to EBITDA ratio also helps us evaluate our financial leverage. We calculate the Net Debt to EBITDA ratio by our Net Debt
(i.e., our total non-current borrowings and current maturities of long term-borrowings less cash and cash equivalents and
other bank balances (current and non-current)) divided by our operating EBITDA.
The table below sets forth the calculation of our Debt to Equity and Net Debt to EBITDA ratios, as at the dates and for the
periods indicated below.
As at and for the financial year ended March 31,
Particulars 2025 2024 2023
(₹ million, unless otherwise specified)
Total non-current borrowings (A) 11.53 - -
Current maturities of long term-borrowings (B) 15.29 - 30.00
Total Debt (C = A +B) 26.82 - 30.00
Less:
Cash and cash equivalents 139.71 104.55 62.60
Bank balances other than cash and cash equivalents - 106.00 91.00
Net Debt (D) (112.89) (210.55) (123.60)
Total assets (E) 2,738.43 1,744.92 1,591.20
Total liabilities (F) 393.52 187.59 291.02
Total equity (G = E – F) 2,344.91 1,557.33 1,300.18
EBITDA (H) 1,101.01 890.02 836.34
Debt to Equity Ratio (C)/(G) 0.01 - 0.02
Percentage increase/(decrease) from previous year (%)(1) 100.00 (100.00) 100.00
Net Debt to EBITDA Ratio (D)/(H) - - -
Percentage increase/(decrease) from previous year (%) - - -
________
(1) Our Debt to Equity Ratio increased by 100% to 0.01 in Fiscal 2025 from Nil in Fiscal 2024 primarily on account of increase in debt of our Subsidiaries
on account of working capital facilities availed by them. Further, our Debt to Equity Ratio decreased by 100.00% to nil in Fiscal 2024 from 0.02 in
Fiscal 2023 primarily on account of no outstanding indebtedness.
Working Capital Days
Working capital days describes the number of days it takes for us to convert our working capital into revenue and manage
cash flows and is calculated as inventory days plus trade receivable days minus trade payable days. Inventory days is
calculated as average inventory divided by revenue from operations multiplied by 365 days. Trade receivable days is
calculated as average trade receivables divided by revenue from operations multiplied by 365 days. Trade payable days is
calculated as average trade payables divided by purchases of stock in trade multiplied by 365 days.
The table below sets forth our Working Capital Days, for the periods indicated.
351As at and for the financial year ended March 31,
Particulars 2025 2024 2023
(₹ million, unless otherwise specified)
Average Inventory (A) 658.89 371.82 377.52
Revenue from operations (B) 2,842.27 2,216.98 2,635.84
Inventory Days {C = (A) / (B) x 365} (days) 85 61 52
Average trade receivables (D) 700.97 524.27 529.73
Revenue from operations (E) 2,842.27 2,216.98 2,635.84
Trade Receivable Days {F = (D) / (E) x 365} (days) 90 86 73
Average trade payables (G) 40.49 28.85 29.18
Purchases of Stock in Trade (H) 2,106.49 1,230.27 1,707.39
Trade Payable Days {I = (G) / (H) x 365} (days) 7 9 6
Working Capital Days 168.00 139.00 119.00
{J = (C + F) – I} (days)
Percentage increase/(decrease) from previous year (%)(1) 20.86 16.81 0.85
________
(1) Our Working Capital Days increased by 20.86% to 168 days in Fiscal 2025 from 139 days in Fiscal 2024 primarily on account of the Recent
Acquisitions, which resulted in higher inventory levels and trade receivables, thereby increasing the working capital cycle. Further, our Working Capital
Days increased by 16.81% to 139 days in Fiscal 2024 from 119 days in Fiscal 2023 primarily due to a decrease in our revenue from operations.
KEY OPERATIONAL PERFORMANCE INDICATORS
The tables below set forth certain key operational performance indicators as at and for the periods indicated.
Primary reasons for the changes, increases or Historic use of the KPIs to
As at March 31, decrease in key operational performance analyse and monitor our
Particulars
indicator operational performance
2025 2024 2023
3,438 3,047 2,810 Our number of SKUs increased by 12.83% in Fiscal We use SKUs and our
2025, increased by 8.43% in Fiscal 2024 and increased distributors in order to analyse,
by 10.41% in Fiscal 2023 primarily due to an increase in track or monitor our business
our business activity and in the number of customers, the and operational performance as
Number of SKUs
demand for our products and an overall increase in size our revenue from operations is
of the Indian Wall Panel and Decorative Laminates primarily dependent on the
industries prompted by an increase in construction number of SKUs and the
activity in India. number of distributors during a
180 97 97 Our number of distributors increased by 85.57% in Fiscal particular period. SKUs are
2025, primarily due to an increase in our business activity also used to track the number of
Number of and the consolidation of our business pursuant to the distinct varieties and options of
Distributors Recent Acquisitions. Our number of distributors did not products that we are able to
vary significantly in Fiscal 2024 compared to Fiscal offer to our customers and
2023. consumers.
Number of states 25 23 24 Our number of states in India with presence did not vary
in India with significantly during the relevant periods.
presence
SIGNIFICANT FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our results of operations and financial condition are subject to various risks and uncertainties, including those discussed
in “Risk Factors” on page 30. Set forth below are certain important factors that have affected, and which may continue to
affect, our results of operations and financial condition.
General and Indian economic conditions
General global and Indian economic conditions impact the demand for our products and our business. Our performance
and growth will depend to a large extent on the health of the economies in which we operate. While our Company is
incorporated in India, our contract manufacturers operate in other regions, including South Korea, China, the United States,
Romania, Turkey, Indonesia and Portugal. Additionally, we are also developing and further expanding our operations in
other countries including the United States, Europe and the UAE. We are, therefore, dependent on economic condition of
the domestic, regional and global markets in which we operate or intend to operate. According to the Technopak Report,
on the back of continued fiscal and monetary stimuli across countries, the global GDP is forecasted to grow from USD
113.8 trillion in 2025 to USD 144.6 trillion by 2030, thus growing at a CAGR of 4.9% during the forecasted period. India’s
352nominal GDP has grown at a CAGR of 10.2% between Fiscal 2015 and Fiscal 2025 and is expected to continue this trend
by registering a CAGR of ~11.2% for the 5-year time-period from Fiscal 2025 to Fiscal 2030. (Source: Technopak Report)
Our business and results of operations may be influenced by factors such as inflation, disposable income levels, interest
rates, level of infrastructure development and construction activity, access to capital and borrowing costs, trade policies in
terms of tariff and non-tariff barriers, India’s trade deficit, fluctuations in global commodity prices and fluctuations in
India’s foreign exchange reserves or currency exchange rates, among others. Stronger macro-economic conditions
generally support higher levels of commercial and residential real estate demand and spending while weaker macro-
economic conditions tend to adversely affect demand for commercial and residential real estate. Therefore, stable economic
conditions and growing investment in real estate leads to an increase in the demand for Decorative Wall Panels and
Decorative Laminates, and conversely, instability or unfavorable economic conditions lead to a reduction in demand for
Decorative Wall Panels and Decorative Laminates. Accordingly, the demand for Decorative Wall Panels and Decorative
Laminates, which was the largest contributor to our revenue from operations, is dependent on the level of economic activity
and macro-economic conditions globally and in our key geographical markets.
Performance of, and market trends in the Decorative Wall Panel and Decorative Laminates industries
The Decorative Wall Panels and Decorative Laminates industries are highly consumer centric and consumer preferences
drive product design, innovation and development. The demand for Decorative Wall Panels and Decorative Laminates in
India is increasing due to rapid urbanization, changing consumer preferences, and a growing emphasis on aesthetic and
sustainable building materials. The Decorative Wall Panels and Decorative Laminates industries are valued at ₹24,180.18
million and ₹94,931.20 million in Fiscal 2024, respectively, and are expected to expand at a CAGR of 17.89% from Fiscal
2024 to Fiscal 2029, reaching a value of ₹55,068.18 million by Fiscal 2029 and 9.00% from Fiscal 2024 to Fiscal 2029,
reaching a value of ₹146,063.42 million by Fiscal 2029, respectively. This growth is driven by factors such as rising
disposable incomes, urbanization and a preference for premium products. The Decorative Wall Panels and Decorative
Laminates industries is expected to benefit from the increasing use by consumers of premium and technologically advanced
products, which are characterized by relatively higher pricing and higher growth potential. The demand for decorative wall
panels and decorative laminates in India is expected to grow at a CAGR of approximately 17.89% and 9.00%, respectively,
in value over Fiscal 2024 to Fiscal 2029 period to reach ₹55,069.73 million and ₹146,063.42 million, respectively, by
Fiscal 2029, driven by an increase in the disposable income of individuals and families, and factors such as urbanisation,
preference for premium and durable products. (Source: Technopak Report)
The success of our business depends largely on our ability to anticipate, identify and respond promptly to the evolving
trends in demographics, preferences, consumer expectations, needs and demands, and develop new/differentiated products
to meet these requirements. Our success is also dependent on our ability to identify and respond to the economic, social,
and other trends that affect our consumers in the different regions where we operate. In particular, adapting to the taste,
preferences and needs of the different demographics we cater to is critical for us to remain relevant in the eyes of our
consumers and produce a constantly evolving set of products.
The table below sets forth the details of growth in our revenue from operations, for the periods indicated.
Particulars Fiscal
2025 2024 2023
Amount Change from Amount Change from Amount Change from
prior Fiscal prior Fiscal prior Fiscal
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Revenue from operations 2,842.27 28.20 2,216.98 (15.89) 2,635.84 24.38
Relationships with our existing and new contract manufacturers
As an asset-light company, we follow a contract manufacturing model for manufacturing our products. Our ability to
continue and maintain our relationships with existing contract manufacturers and develop relationships with new contract
manufacturers is an important factor that impacts our operational efficiency, cost structure and overall business
performance. To enable continuity of supply, we focus on building long-term relationships with our contract manufacturers
and align our expectations on product costs, quality, delivery timelines and inventory requirements. During the financial
year ended March 31, 2025 we worked with 36 contract manufactures including India, South Korea and China.The table
below sets forth the region-wise details of our contract manufacturers for the periods indicated.
Region Number of Contract Manufacturers
Fiscal %* %# Fiscal %* %# Fiscal %* %#
2025 2024 2023
Within India
East (1) - - - - - - - - -
353North (2) 9 3.63 4.90 - - - 1 - -
South (3) - - - - - - - - -
West (4) 6 3.32 4.48 1 0.59 1.06 1 0.62 0.96
Central (5) 1 0.03 0.04 - - - - - -
Outside India
Asia (excluding 20 40.46 54.59 10 50.19 90.45 12 56.62 87.40
India)(6)
Europe(7) - - - - - - 2 0.06 0.09
USA - - - 1 0.27 0.49 1 0.34 0.52
Total 36 47.45 64.02 12 51.05 92.00 17 57.64 88.98
________
* Percentage of total revenue from operations
# Percentage of total purchases of stock in trade
(1) Eastern region includes the states of Arunachal Pradesh, Assam, Bihar, Chhattisgarh, Jharkhand, Manipur, Meghalaya, Mizoram, Nagaland, Odisha,
Sikkim and West Bengal.
(2) Northern region includes the states of Delhi, Haryana, Himachal Pradesh, Punjab, Rajasthan, Uttar Pradesh and Uttarakhand and the union territories
of Chandigarh and Jammu and Kashmir.
(3) Southern region includes the states of Telangana, Tamil Nadu, Kerala, Karnataka, Andhra Pradesh and the union territories of Pondicherry and
Andaman Nicobar Islands.
(4) Western region includes the states of Goa, Gujarat and Maharashtra and the union territory of Dadra and Nagar Haveli.
(5) Central region includes the state of Madhya Pradesh.
(6) Asia includes South Korea, China, Indonesia, Vietnam and Turkey.
(7) Europe includes Romania and Portugal.
The table below sets forth our cost of products purchased from our largest contract manufacturer, top five contract
manufacturers and top 10 contract manufacturers, for the periods indicated.
Details of Contract For the financial year ended March 31,
Manufacturers 2025 2024 2023
Amount %# %* %∞ Amount %# %* %∞ Amount %# %* %∞
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Largest manufacturer 506.11 24.03 17.81 26.12 868.06 70.56 39.16 59.84 959.24 56.18 36.39 50.91
Top five manufacturers 878.87 41.72 30.92 45.36 1,081.84 87.94 48.80 74.57 1,438.67 84.26 54.58 76.36
Top 10 manufacturers 1112.09 52.79 39.13 57.40 1,127.72 91.66 50.87 77.74 1,500.42 87.88 56.92 79.64
________
Notes:
# Percentage of total purchases.
* Percentage of total revenue from operations.
∞ Percentage of total expenses.
We are focused on expanding our contract manufacturer base to reduce reliance on any single contract manufacturer and
to build a diversified supply chain, thereby safeguarding us against potential supply disruptions and providing flexibility
in managing production costs and delivery timelines. However, our ability to maintain our existing relationships or create
new relationships with contract manufacturers could be affected by several factors, including (i) unfavorable price
negotiation for our products; (ii) disagreements with our contract manufacturers; (iii) contract manufacturers not meeting
the quality standards; and (iv) inability to procure products from a contract manufacturer due to political or economic
instability in the regions in which they operate. Our inability to maintain relationships with our existing contract
manufacturers may lead to disruption in our supply chain, if not suitably replaced with new contract manufacturers.
Our brand image
Our key focus is to attract new consumers to our products. During periods prior to Fiscal 2024, increased sales volumes of
our products have contributed to an increase in our revenue from operations. The table below sets forth the details of our
sales volumes, for the periods indicated#.
Particulars Fiscal
2025 2024 2023
No. of units delivered (million) 2.64 2.40 3.27
Change in volume from prior Fiscal (%) 10.00 (26.65) 44.81
______
# Our sales volume increased by 10.00% to 2.64 million units in Fiscal 2025 from 2.40 million units in Fiscal 2024. Further, our sales volume decreased
by 26.65% to 2.40 million units in Fiscal 2024 from 3.27 million units in Fiscal 2023 primarily on account of Company’s focus on high margin products
as a part of our business strategy in Fiscal 2024. The decrease in sales is aligned with the decrease in Company’s revenue from operations by 15.89%
to ₹2,216.98 million in Fiscal 2024 from ₹2,635.84 million in Fiscal 2023. For further details, see “—Our Results of Operations—Fiscal 2024 compared
to Fiscal 2023” on page 374.
We aim to further grow our sales volumes by attracting new consumers. In order to expand our consumer base, it is
important for us to maintain the quality of our products and continue to innovate and develop new product
354categories/varieties. Our ability to continue to attract new consumers depends on, among other things, our ability to
successfully communicate our product propositions to our consumers. Moreover, our overall performance also depends on
our ability to augment our reach across markets in India and overseas and increase awareness of our products. We depend
on our “Euro Pratik” and “Gloirio” brands and their brand equity in our endeavours to deepen our relationships with our
consumers and expand our access to new markets. We promote our products across various media including posts on social
media platforms, broadcasting on network channels, digital advertisements and trade shows in India and abroad. Our
distribution network is also well integrated with our marketing and promotional activities and helps in strengthening our
brand image. Additionally, to further strengthen our brands, we have engaged Hrithik Roshan, an established actor, as the
brand ambassador for the products under the “Euro Pratik” brand. In similar vein, our Subsidiary Gloirio has engaged
Kareena Kapoor Khan an established actress, as the brand ambassador for the products offered under the “Gloirio” brand.
We intend to leverage the brand recall of our “Euro Pratik” and “Gloirio” brands to grow and further expand our operations
and believe that the strength of our “Euro Pratik” and “Gloirio” brands is in-turn based on our reputation for providing
quality products with distinctive product designs. Accordingly, a significant part of our success has been dependent on,
and will continue to depend on, our ability to maintain the image of our “Euro Pratik” and “Gloirio” brands.
Designing, developing and offering new product categories or varieties
Designing, developing and offering new product categories or varieties are key to our growth. In order to continue offering
our consumers new and varied product categories or varieties, we are required to further improve our existing products and
conceptualize new products across existing product categories or varieties, as well as design and develop new product
categories or varieties, that can be included in our overall product portfolio.
We engage in analysis of consumer feedback and design innovation for development of new products and creation of new
designs. These designs are informed by, and based on, various factors including cost-effective replacement of natural
products, demographics, region, culture, consumer purchasing power as well as seasonal or global industry trends.
Additionally, to cater to the changing consumer and industry preferences, we introduce new designs at short time-intervals
which is enabled by the inputs and work of our market research and design team. As at March 31, 2025, we had a market
research and design team of three employees. Set forth below are details of products introduced by us which have
commenced sale, during the periods indicated.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total
New products and sub-products 8 14 12 7 41 2 8 9 7 26 7 5 8 7 27
introduced
See “Our Business—Product Design” on page 196.
We offer our consumers a variety of products ranging from Decorative Wall Panels to Decorative Laminates and other
products and believe that our diverse product offering has contributed to the growth of our revenues in prior periods, as
consumers view us as a comprehensive platform for Decorative Wall Panel and Decorative Laminates products. As at
March 31, 2025, we offered our consumers 30 product varieties, with over 3,000 designs. (Source: Technopak Report) We
aim to stay at the forefront of industry trends and technological advancements. Our ability to offer a broad spectrum of
product varieties allows us to meet varied consumer requirements across residential and commercial applications. We
believe that with our extensive range of products across various categories, we can attract a diverse range of consumers
and cater to their varied preferences and needs.
Distribution network and market penetration
As at March 31, 2025, we had a distribution network of 180 distributors across 25 states and five union territories in India.
(Source: Technopak Report) We operate on a direct distribution model where majority of our products are serviced directly
through our distributors.
The table below sets forth geographical break-down of our revenue from operations from our distribution network in the
25 states and five union territories in India in which we operate, as at the dates and for the periods indicated.
Region in Number of Revenue from Operations
India Distributors As at As at and for the financial year ended March 31,
and for the financial 2025 2024 2023
year ended March 31, Amount %* Amount %* Amount %*
2025 (₹ million) (%) (₹ million) (%) (₹ million) (%)
East (1) 38 281.66 9.91 177.83 8.02 195.92 7.43
North (2) 55 508.82 17.90 429.74 19.38 474.15 17.99
South (3) 48 758.54 26.69 406.72 18.35 399.84 15.17
West (4) 28 501.51 17.64 244.71 11.04 285.26 10.82
355Central (5) 11 97.03 3.41 61.20 2.76 56.20 2.13
Total 180 2147.56 75.56 1,320.20 59.55 1,411.37 53.55
________
* Percentage of total revenue from operations.
(1) Eastern region includes the states of Arunachal Pradesh, Assam, Bihar, Chhattisgarh, Jharkhand, Manipur, Meghalaya, Mizoram, Nagaland, Odisha,
Sikkim and West Bengal.
(2) Northern region includes the states of Delhi, Haryana, Himachal Pradesh, Punjab, Rajasthan, Uttar Pradesh and Uttarakhand and the union territories
of Chandigarh and Jammu and Kashmir.
(3) Southern region includes the states of Telangana, Tamil Nadu, Kerala, Karnataka, Andhra Pradesh and the union territories of Pondicherry and
Andaman Nicobar Islands.
(4) Western region includes the states of Goa, Gujarat and Maharashtra and the union territory of Dadra and Nagar Haveli.
(5) Central region includes the state of Madhya Pradesh.
Our ability to expand and grow our product reach depends significantly on the reach of our distribution network and its
management. We seek to increase the penetration of our products by appointing new distributors to create a wide
distribution network targeted at different consumer groups and regions. While we enjoy the benefit of a well-established
distribution network, we intend to expand our distribution network by further leveraging our existing relationships to create
a new distribution network. We will continue to invest into our existing markets and expand into new markets to further
consolidate our position and relationships with our distributors. See “Our Business—Distribution Network” on page 201.
The table below sets forth our revenue from our largest distributor, top five distributors, top 10 distributors and top 30
distributors, based on their contribution to our revenue from operations, for the periods indicated.
Details of Distributors Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount %* Amount %* Amount %*
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Largest distributor 323.90 11.40 125.57 5.66 152.57 5.79
Top five distributors 736.37 25.91 466.94 21.06 532.79 20.21
Top 10 distributors 1,026.52 36.12 714.10 32.21 803.57 30.49
Top 30 distributors 1,632.51 57.44 1,100.86 49.66 1,196.22 45.38
* Percentage of total revenue from operations
Our inability to maintain relationships with these key distributors or any significant reduction in the volume of business
with such distributors could affect our revenue from operations.
Employee benefits expenses and advertisement and business promotion expenses
Our ability to improve our cost competitiveness is largely dependent on the efficient management of our expenses,
including employee benefits expense and advertisement and business promotion expenses.
Employee benefit expenses constituted 3.11%, 2.57% and 2.27% of total income in Fiscals 2025, 2024 and 2023,
respectively. Our work force is a critical factor in maintaining quality and safety, which strengthen our competitive position.
Our employee benefits expenses generally comprise (i) salary, wages and bonus; (ii) remuneration to directors; (iii)
contribution to provident and other funds; (iv) provision for gratuity and (v) staff welfare expenses. Our ability to manage
our employee benefits expense and retain members of our workforce is a critical factor to enable our sustained business
operations. Additionally, since our workforce requirements are dependent upon our sales volumes, the use of temporary
workers allows us the flexibility to expand or reduce our workforce depending upon business volumes.
The table below sets forth the details of our permanent employees, warehouse employees (employed on a temporary basis)
and our contractual workers, as at the dates indicated.
Particulars As at March 31,
2025 2024 2023
Permanent employees 93 32 27
Warehouse employees - 40 37
Contractual workers 102 - -
Total 195 72 64
Notes:
(1) We have outsourced the management of the warehouse operations to third-party contractual workers with effect from July 10, 2024.
Further, to continue to grow our business, we intend to continue to invest in marketing through our advertisement and
business promotion activities, which may likely lead to higher brand recall and expansion of our consumer base. See “Our
Business—Human Resources” on page 205. It is important for us to maintain reasonable costs for our marketing efforts
and that are relative to the value we expect to derive from our consumers. We expect to continue investing in advertising
and business promotion activities such as television advertising, celebrity endorsements, influencer and digital marketing,
to increase awareness about our brands in order to achieve higher brand recall and improved consumer conversion. Our
356expenses towards advertising and business promotion include expenses towards Advertisement and publicity expenses,
samples design and display charges, brand endorsement fees and business promotion expenses. The table below sets forth
our advertisement and business promotion expenses, for the periods indicated.
Particulars Advertisement and business promotion expenses
For the financial year ended March 31,
2025 2024 2023
Amount % * %# Amount % * %# Amount % * %#
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Advertisement and publicity expenses 26.76 0.94 1.38 7.86 0.35 0.54 21.95 0.83 1.17
Samples design and display charges 14.32 0.50 0.74 11.68 0.53 0.81 12.91 0.49 0.69
Brand endorsement fees 11.50 0.40 0.59 12.00 0.54 0.83 9.38 0.36 0.50
Business promotion expenses 7.46 0.26 0.39 2.14 0.10 0.15 4.90 0.19 0.26
Total 60.04 2.11 3.10 33.68 1.52 2.32 49.14 1.86 2.61
________
* Percentage of total revenue from operations.
# Percentage of total expenses.
Integration and management of our Recent Acquisitions
In order to enhance our functional capabilities and to add complementary propositions to our platform of products, we have
pursued strategic acquisitions in the Decorative Wall Panel and Decorative Laminates industries in India. Through our
Recent Acquisitions, we seek to further diversify our product range, access a wider distributor channel and expand into
new markets and geographies. See “Our Business—Recent Acquisitions” and “History and Certain Corporate Matters—
History and Certain Corporate Matters—Details regarding Material Acquisitions or Divestments of Business/
Undertakings, Mergers, Amalgamation, any Revaluation of Assets, etc. in the last 10 Years” on pages 180 and 220,
respectively. We will continue to take steps towards the integration of our new businesses, including through (i) integration
of designs, products, uniform standards, procedures, controls, policies, culture and employees; (ii) manage costs associated
with our Recent Acquisitions and (iii) manage legal and accounting compliance costs to achieved uniformity of business
processes and benefits of economies of scale, however, we may be unable to integrate the acquired businesses and capitalize
on the Recent Acquisitions in the manner we currently estimate, or at all.
We continue to evaluate select acquisition opportunities, particularly to supplement our market position, product offerings
across price points, functional capabilities and channels. We intend to continue to evaluate inorganic growth opportunities,
in keeping with our strategy to grow and increase our market share in the Decorative Wall Panel and Decorative Laminates
industry and to add new product offerings. However, the costs associated with our strategic ventures could affect our
margins in the short term. Our margins can also be affected by the acquisition of entities with higher or lower overall
margins than us. As a result, our strategic investments and acquisitions may affect our future financial results.
Our international operations and new geographical markets
As a one of India’s leading decorative Wall Panel brands (Source: Technopak Report), we recognize the growing demand
for quality, sustainable, and cost-effective products in both developed and emerging markets worldwide. We have gained
experience in promoting our products under the “Euro Pratik” and “Gloirio” brands in India. As we grow our consumer
base in India, we also aim to explore international markets and will continue to selectively assess growth opportunities
through organic or inorganic expansion. For Fiscals 2025, 2024 and 2023 our revenue has been generated from sales of
our products in India, going forward, we will continue our focus on increasing our sales outside India which will help us
diversify our revenue streams and minimize potential concentration risks. We have also incorporated Euro Pratik C Corp
Inc. and Euro Pratik Trade FZCO, UAE as our Subsidiaries in 2023 and 2024, respectively, in furtherance to our strategy
to expand into select international markets. We believe that expanding our global footprint will enable us to capitalize on
growth opportunities and further strengthen our position within the competitive landscape. See “Our Business—Our
Strategies—Expand into new markets” and “Industry Overview—Overview of Wall Decorative Industry—Interior
Decorative Wall Panels—Indian Decorative Wall Panel Market Size by Value” on pages 188 and 151.
Operational risks such as accidents or damage to our warehousing facilities
Our operations are subject to certain operational risks such as accidents or damage to our warehousing facilities, the
breakdown of our equipment and accidents on account of employee injuries, manual handling injuries, fire and explosions,
etc. To cater to our distributors, we operate warehouses spread across approximately 194,877.50 square feet in Bhiwandi,
Maharashtra. See “Our Business—Business Process—Warehousing” and “Our Business—Our Property” on pages 200 and
206, respectively.
For instance, on April 26, 2025, a fire accident occurred at our largest warehouse located in Swagat Complex, Rahanal
Village, Bhiwandi, Mumbai, Maharashtra (the “Fire Incident”, and the affected warehouse, the “Affected Warehouse”),
357caused by electrical short circuit. The Fire Incident resulted in destruction of our inventories amounting to ₹335.94 million,
in respect of which we have submitted insurance claims of approximately ₹321.68 million.
As a result of the Fire Incident, we have incurred, and may incur, certain unplanned expenditure during the period
subsequent to March 31, 2025, including but not limited to the expenses towards repair of the warehousing facility and
reconstruction, incremental logistics and transportation costs and inventory loss. These additional expenditures, coupled
with the risk of ongoing disruptions to inventory flow and fulfillment timelines, may adversely affect our business, results
of operations and financial condition during the period subsequent to March 31, 2025. See “Financial Information—
Restated Consolidated Financial Information—Note 52—Ind AS 10 Events after the reporting period” on page 338.
The table below sets forth certain details in relation to our insurance coverage for the periods indicated.
Particulars As at and for the financial year ended March 31,
2025 2024 2023
Insurance claims receivable (₹ million) - - -
Insurance expenses (₹ million) 2.11 1.33 3.75
Insurance cover (₹ million) 960.00 330.00 250.00
Total assets (₹ million) 2,738.43 1,744.92 1,591.20
Insurance cover as a percentage of total assets (%) 35.06 18.91 15.71
For further details see, “Our Business—Insurance” and “Risk Factors—43—Our insurance coverage may not be adequate
to protect us against all material risks”on pages 211 and 60.
While as at March 31, 2025, our Company’s total insurance coverage was ₹960.00 million, we are yet to receive insurance
claims in relation to the Fire Incident. The timing and extent of such recoveries remain uncertain, and we may not be fully
reimbursed for all incurred losses incurred by us as a result of the Fire Incident, which could in turn affect our operating
income and cash flows during the period subsequent to March 31, 2025, and may consequently reduce our operating profits
during such periods.
CRITICAL ACCOUNTING POLICIES
The preparation of our financial statements in conformity with Ind AS requires our management to make judgments,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, the accompanying
disclosures and the disclosure of contingent liabilities. Although these estimates are based upon management’s best
knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes
requiring a material adjustment to the carrying amounts of assets or liabilities in future periods. Changes in estimates are
reflected in our financial statements in the period in which changes are made and if material, their effects are disclosed in
the notes to our financial statements.
Key accounting policies that are relevant and specific to our business and operations are described below. Our significant
accounting policies are described in the notes to the Restated Consolidated Financial Information in “Restated Consolidated
Financial Information” on page 251.
Basis of Consolidation
The Restated Consolidated Financial Information comprises the financial information in respect of the entities set forth
below.
Name of the Entity Nature of relationship Extent of holding
As at March 31, 2025 As at March 31, 2024
(%)
Gloirio Decor Private Limited Subsidiary* 100.00 -
Euro Pratik C Corp Inc.** Subsidiary$ 78.95 100.00
Euro Pratik USA LLC Step down Subsidiary# 50.10 42.50
Euro Pratik Trade FZCO, UAE Subsidiary 100.00 -
Euro Pratik EU d.o.o Step Down Subsidiary 50.10 -
Europratik Intex LLP Limited Liability Partnership where 53.00 -
control exists^
________
* With effect from June 14, 2024.
# Associate up to March 31, 2024.
^ With effect from August 12, 2024.
358$ Our Company’s shareholding in our Subsidiary, Euro Pratik C Corp Inc has reduced from 100.00% to 78.95%, on account of fresh issue of shares by
Euro Pratik C Corp Inc. See “—Significant Developments after March 31, 2025 that may affect our future results of operations” on page 384.
Our Company did not have any investments in subsidiaries, associates, or joint ventures during or as of the end of the
financial years ending March 31, 2023. Therefore, we were not required to prepare consolidated financial statements. As a
result, the amounts presented in the Restated Consolidated Financial Information for these years are based on the standalone
financial statements.
Subsidiaries
Subsidiaries are entities controlled by us. We control an entity when it is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial
statements of subsidiaries are included in the consolidated financial statements from the date on which control commences
until the date on which control ceases.
Transaction eliminated on consolidation
We combine the financial statements of our Company and our subsidiaries line by line adding together such as items of
assets, liabilities, equity, income and expenses. Intragroup transactions, balances and unrealised gains on transactions
between our consolidated entities are eliminated. Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the transferred asset. Accounting policies of subsidiary has been changed where necessary
to ensure consistency with the policies adopted by us.
Non-Controlling Interests
Non-controlling interests in the net assets of consolidated subsidiaries is identified and presented in the consolidated
balance sheet separately within equity.
Non-controlling interests in the net assets of consolidated subsidiaries consists of:
(a) The amount of equity attributable to non-controlling interests at the date on which investment in a subsidiary is
made; and
(b) The non-controlling interests share of movements in equity since the date parent subsidiary relationship came into
existence.
Investment in Associate
An associate is an entity over which we have significant influence and that is neither a subsidiary nor an interest in a joint
venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but
is not control or joint control over those policies. An investment in an associate is accounted for using the equity method
from the date on which the investee becomes an associate. On acquisition of the investment in an associate, any excess of
the cost of the investment over our share of the net fair value of the identifiable assets and liabilities of the investee is
recognised as goodwill, which is included within the carrying amount of the investment. Any excess of our share of the net
fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised
immediately in capital reserve in the period in which the investment is acquired.
Use of Judgment and Estimates
The preparation of Restated Consolidated Financial Information in conformity with Ind AS requires judgments, estimates
and assumptions to be made that affect the reported amount of assets and liabilities, disclosure of contingent liabilities on
the date of the Restated Consolidated Financial Information and the reported amount of assets and liabilities, disclosure of
contingent liabilities on the date of the Restated Consolidated Financial Information and the reported amount of revenues
and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period
in which the results are known/ materialized.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
prospectively.
Judgments
Information about judgments made in applying accounting policies that have the most significant effects on the amounts
recognised in the financial information is included in the following notes:
(a) Determining the amount of impairment loss
359(b) Determining the amount of expected credit loss on financial assets (including trade receivables)
(c) Identification of performance obligation in revenue recognition
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment
is included in the following notes:
(i) Estimate of useful life used for the purposes of depreciation and amortisation on property plant and equipment,
investment properties and intangible assets.
(ii) Valuation of inventories.
(iii) Revenue recognition and provision for onerous contracts.
(iv) Recognition of deferred tax assets: availability of future taxable profit against which tax losses carried forward can
be used.
(v) Measurement of defined benefit obligations; key actuarial assumption.
(vi) Impairment of financial and non-financial assets.
(vii) Recognition and measurement of provisions and contingencies; key assumptions about the likelihood and magnitude
of an outflow of resources.
(viii) Determination of incremental borrowing rate for leases.
Operating cycle
Based on the nature of products and the time between the acquisition of assets for processing and their realization in cash
and cash equivalents and for classification of assets and liabilities into current and non-current, operating cycle has been
considered as 12 months.
Property Plant and Equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if
any. The cost of an item of property, plant and equipment comprises its purchase price and non-refundable purchase taxes,
any directly attributable costs of bringing the asset to its working condition for its intended use and estimated costs of
dismantling and removing the item and restoring the item and restoring the site on which it is located.
Subsequent expenditure related to an item of property, plant and equipment is capitalised only if it is probable that future
economic benefits associated with the item will flow to us and the cost can be reliably measured.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in statement of profit and loss.
Transition to Ind AS:
Upon transition to Ind AS, we have elected to continue with the carrying value of all of our property, plant and equipment
recognised as at April 1, 2021 (transition date) measured as per the previous GAAP and use that carrying value as its
deemed cost as at the transition date.
Depreciation
Depreciation is provided on a written down value method based on their estimated useful lives as prescribed in Schedule
II of the Companies Act.
For certain items of Property, Plant and Equipment, we depreciate over estimated useful life which are different from the
useful lives prescribed under Schedule II to the Companies Act which is based upon technical assessment and management
estimate. We believe that these estimated useful lives are realistic and reflect fair approximation of the period over which
the assets are likely to be used.
The estimated useful lives and residual values are reviewed at the end of each reporting period, with the effect of any
change in estimate accounted for on a prospective basis. The estimated useful lives are as mentioned below:
Type of Asset Estimated Useful Life
Buildings 60 years
Furniture & Fixtures 10 years
360Vehicles 8 years
Plant & Equipment 5 -15 years
Electrical Installations 10 years
Computers 3 years
Depreciation on property, plant and equipment which are added / disposed of during the year, is provided on pro-rata basis
with reference to the date of addition / deletion.
Derecognition
The carrying amount of an item of property, plant and equipment is derecognized on disposal or when no future economic
benefits are expected from its use or disposal. The consequential gain or loss is measured as the difference between the net
disposal proceeds and the carrying amount of the item and is recognized in the statement of profit and loss.
Intangible Assets
Recognition
Intangible assets are carried at cost net of accumulated amortization and accumulated impairment losses, if any.
Amortization
Intangible assets are amortised over their estimated useful lives (5 years) using the written down value method.
Amortisation method, useful lives and residual values are reviewed at the end of each reporting date and adjusted if
appropriate.
Investment Property
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition,
investment properties are stated at cost less accumulated depreciation and accumulated impairment loss if any.
Transition to Ind AS
Upon transition to Ind AS, we have elected to continue with the carrying value of all of our property, plant and equipment
recognised as at April 1, 2021 (transition date) measured as per the previous GAAP and use that carrying value as its
deemed cost as at the transition date.
Depreciation is recognised using the written down value method so as to write off the cost of the investment property less
their residual value over their useful lives specified in schedule II to the Companies Act, or in the case of assets where the
useful life was determined by technical evaluation, over the useful life so determined. Depreciation method is reviewed at
each financial year end to reflect the expected pattern of consumption of the future benefit embodied in the investment
property. The estimated useful life and residual values are also reviewed at each financial year end and the effect of any
change in the estimates of useful life/residual value is accounted on prospective basis.
Investment properties are derecognised either when they have been disposed off and no future economic benefit is expected
from their disposal.
The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the
period of derecognition.
Business Combination
Business Combinations are accounted for using the acquisition method as prescribed in Ind AS 103 Business Combinations
of accounting, except for common control transactions which are accounted using the pooling of interest method that is
accounted at carrying values.
The cost of an acquisition is measured at the fair value of the assets transferred, equity instruments issued, and liabilities
assumed at their acquisition date i.e., the date on which control is acquired. Contingent consideration to be transferred is
recognized at fair value and included as part of cost of acquisition. Transaction-related costs are expensed in the period in
which the costs are incurred.
Goodwill arising on business combination is initially measured at cost, being the excess of the aggregate of the
consideration transferred and the amount recognized for non-controlling interests, and any previous interest held, over the
fair value of net identifiable assets acquired and liabilities assumed.
Impairment of Non-Financial Assets
361Non-financial assets other than inventories and deferred tax assets are reviewed at each Balance Sheet date to determine
whether there is any indication of impairment. If any such indication exists, or when annual impairment testing for an asset
is required, we estimate the asset’s recoverable amount. The recoverable amount is higher of the assets or Cash-Generating
Units (“CGUs”) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual
asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of
assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and
is written down to its recoverable amount.
Leases
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of
time in exchange for consideration.
As a lessee
a. Lease Liability
At the commencement date, we measure the lease liability at the present value of the lease payments that are not paid at
that date. The lease payments shall be discounted using incremental borrowing rate.
b. Right-of-use assets
Initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made
at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives.
Subsequent measurement
a. Lease Liability
We measures the lease liability by (i) increasing the carrying amount to reflect interest on the lease liability; (ii) reducing
the carrying amount to reflect the lease payments made; and (iii) remeasuring the carrying amount to reflect any
reassessment or lease modifications.
b. Right-of-use assets
Subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated
from the commencement date on a straight line basis over the shorter of the lease term and useful life of the under lying
asset.
Short-term lease
Short term lease is that, at the commencement date, has a lease term of 12 months or less. A lease that contains a purchase
option is not a short-term lease. If we elected to apply short term lease, the lessee shall recognize the lease payments
associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.
The lessee shall apply another systematic basis if that basis is more representative of the pattern of the lessee's benefit.
As a lessor
Leases for which we are a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer
substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other
leases are classified as operating leases.
Lease income is recognized in the statement of profit and loss on straight line basis over the lease term.
Transition to Ind AS:
Upon transition to Ind AS group has opted for exemption to assess whether a contract or arrangement contains a lease as
per Ind AS 116 on the basis of facts and circumstances existing at the date of transition as per Ind AS 101.
We have opted to apply the practical exemption to not to recognize a right of use asset and a corresponding lease liability
in respect of leases where the lease term ends within 12 months from the date of transition. In cases where the lease term
ends beyond a period of 12 months from the date of transition, we have applied modified retrospective approach and
measured its lease liability at the present value of the remaining lease payments discounted using our incremental borrowing
rate at the date of transition to Ind AS.
Investment in subsidiaries
362We have elected to recognize our investments in our Subsidiaries at cost in accordance with the option available in Ind AS
27 ‘Separate Financial Statements’.
Inventories
a. Inventories are measured at the lower of cost and net realisable value. The cost of inventories includes expenditure
incurred in acquiring the inventories, and other costs incurred in bringing them to their present location and condition.
b. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated selling expenses.
Revenue Recognition
Sale of products
Revenue is recognised upon transfer of control of promised products to customers in an amount that reflects the
consideration which we expect to receive in exchange for those products.
Revenue from the sale of products is recognised at the point in time when control is transferred to the customer, which
generally coincides with the delivery of goods to customers, based on contracts with the customers. Export sales are
recognized on the issuance of Bill of Lading/ Airway bill by the carrier.
Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, price
concessions, incentives, and returns, if any, as specified in the contracts with the customers.
Revenue excludes taxes collected from customers on behalf of the government. Accruals for discounts/incentives and
returns are estimated (using the most likely method) based on accumulated experience and underlying schemes and
agreements with customers.
Dividend income
Dividend income is accounted for when the right to receive the same is established, which is generally when shareholders
approve the dividend.
Interest income
Interest income is recognized using the effective interest rate (EIR) method.
Insurance Claims
Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that the
amount recoverable can be measured reliably and it is reasonable to expect ultimate collection.
Other Income
Other income is accounted for on accrual basis except where the receipt of income is uncertain in which case it is accounted
for on receipt basis.
Employee benefits
Short term Employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is
provided. A liability is recognised for the amount expected to be paid, if we have a present legal or constructive obligation
to pay this amount as a result of past service provided by the employee, and the amount of obligation can be estimated
reliably.
Post Employee benefits
Defined-benefit plans
For defined benefit retirement plans, the cost of providing benefits is determined using the Projected Unit Credit Method,
with actuarial valuation being carried out at each balance sheet date. Remeasurement, comprising actuarial gains and losses,
the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest), is reflected
immediately in the balance sheet with a charge or credit recognized in other comprehensive income in the period in which
they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and
is not reclassified to statement of profit and loss. Past service cost is recognized as an expense when the plan amendment
or curtailment occurs or when any related restructuring costs or termination benefits are recognized, whichever is earlier.
363The service cost, net interest on the net defined benefit liability/ (asset) is treated as a net expense within employment cost.
The retirement benefit obligation recognized in the balance sheet represents the present value of the defined-benefit
obligation as reduced by the fair value plan assets.
Foreign Currency Transactions
Monetary Items
Transactions in foreign currencies are initially recorded at their respective exchange rates at the date the transaction first
qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at exchange rates prevailing on the
reporting date.
Exchange differences arising on settlement or translation of monetary items are recognized in our statement of profit and
loss either as profit or loss on foreign currency transaction and translation or as borrowing costs to the extent regarded as
an adjustment to borrowing costs.
Non – Monetary items
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange
rates at the dates of the initial transactions.
Provisions, Contingent Liabilities and Contingent Assets
We estimate the provisions that have present obligations as a result of past events, and it is probable that outflow of
resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting period and
are adjusted to reflect the current best estimates.
We use significant judgements to assess contingent liabilities. Contingent liabilities are disclosed when there is a 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 our control or a present obligation that arises from past events where
it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the
amount cannot be made. Contingent assets are neither recognised nor disclosed in the Special Purpose Ind AS Financial
Statements.
Fair Value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:
(a) In the principal market for the asset or liability, or
(b)In the absence of a principal market, in the most advantageous market which can be accessed by us for the asset or
liability.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in their economic best interest.
We use valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure
fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed, are categorized within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
(a) Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities
(b) Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable
(c) Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable
For assets and liabilities that are on a recurring basis, we determine whether transfers have occurred between levels in the
hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement
as a whole) at the end of each reporting period.
364Financial Assets
Initial recognition and measurement
All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through
profit or loss, transaction costs that are attributable to the acquisition of the financial asset.
Subsequent measurement
Subsequent measurement is determined with reference to the classification of the respective financial assets. Based on the
business model for managing the financial assets and the contractual cash flow characteristics of the financial asset, we
classify financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair
value through profit and loss.
Debt instruments at amortized cost
Debt instruments such as trade and other receivables, security deposits and loans given are measured at the amortized cost
if both the following conditions are met:
(a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows,
and
(b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and
interest (“SPPI”) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest
rate (EIR) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or
costs that are an integral part of the EIR. The EIR amortization is included in finance income in the profit or loss. The
losses arising from impairment are recognized in the profit or loss.
Debt instruments at Fair value through Other Comprehensive Income (“FVOCI”)
A ‘debt instrument’ is classified as at the FVTOCI if both of the following criteria are met:
(a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial
assets, and
(b) the contractual terms of the financial asset give rise on specified dates to cash flows that are SPPI on the principal
amount outstanding.
Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value.
Fair value movements are recognized in the other comprehensive income (“OCI”).
Debt instruments at Fair value through Profit or Loss (“FVTPL”)
FVTPL is a residual category for debt instruments excluding investments in subsidiary companies. Any debt instrument,
which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.
After initial measurement, any fair value changes including any interest income, foreign exchange gain and losses,
impairment losses and other net gains and losses are recognized in the Statement of Profit and Loss.
Equity investments
All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading
are classified as at FVTPL. We make such election on an instrument-by-instrument basis. The classification is made on
initial recognition and is irrevocable.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Profit
or loss.
De-recognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily
derecognized (i.e., removed from our statement of assets and liabilities) when:
365(a) The rights to receive cash flows from the asset have expired, or we have transferred its rights to receive cash flows
from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third
party under a 'pass-through' arrangement; and either:
(b) We have transferred substantially all the risks and rewards of the asset, or
(c) We have neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control
of the asset.
On de-recognition, any gains or losses on all debt instruments (other than debt instruments measured at FVTOCI) and
equity instruments (measured at FVTPL) are recognized in the Statement of Profit and Loss. Gains and losses in respect of
debt instruments measured at FVTOCI and that are accumulated in OCI are reclassified to profit or loss on de-recognition.
Gains or losses on equity instruments measured at FVTOCI that are recognized and accumulated in OCI are not reclassified
to profit or loss on de-recognition.
Impairment of financial assets
We apply expected credit loss (“ECL”) model for measurement and recognition of impairment loss on the following
financial assets and credit risk exposure:
(a) Financial assets that are debt instruments, and are measured at amortized cost, e.g., loans, debt securities, deposits,
trade receivables and bank balance.
(b) Financial assets measured at fair value through other comprehensive income.
In case of other assets (listed as (a) above), we determine if there has been a significant increase in credit risk of the financial
asset since initial recognition. If the credit risk of such assets has not increased significantly, an amount equal to 12-month
ECL is measured and recognized as loss allowance. However, if credit risk has increased significantly, an amount equal to
lifetime ECL is measured and recognized as loss allowance.
Financial Liabilities
Initial recognition and measurement
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs. Our financial liabilities include trade and other payables, loans and borrowings
including bank overdrafts.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial Liabilities at Fair Value through Profit or Loss (FVTPL)
Financial liabilities at FVTPL include financial liabilities designated upon initial recognition as at FVTPL. Financial
liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of
recognition, and only if the criteria in Ind-AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses
attributable to changes in own credit risk is recognized in OCI. These gains/ losses are not subsequently transferred to
profit or loss. However, we may transfer the cumulative gain or loss within equity. All other changes in fair value of such
liability are recognized in the statement of profit or loss.
Financial Liabilities at amortized cost
Financial liabilities classified and measured at amortized cost such as loans and borrowings are initially recognized at fair
value, net of transaction cost incurred. After initial recognition, financial liabilities are subsequently measured at amortized
cost using the Effective interest rate (EIR) method. Gains and losses are recognized in profit or loss when the liabilities are
derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and loss.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original
366liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the
statement of profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset, and the net amount is reported in the Consolidated balance sheet if there
is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to
realize the assets and settle the liabilities simultaneously. The legally enforceable right must not be contingent on future
events and must be enforceable in the normal course of business and in the event of our default, insolvency or bankruptcy,
or that of our counterparty.
Borrowings
Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured
at amortized cost. Any differences between the proceeds (net of transaction costs) and the redemption amount is recognized
in Profit or loss over the period of the borrowing using the effective interest method. Fees paid on the establishment of loan
facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facilities will
be drawn down. In this case, the fee is deferred until the drawdown occurs.
The borrowings are removed from the Balance sheet when the obligation specified in the contract is discharged, cancelled
or expired. The difference between the carrying amount of the financial liability that has been extinguished or transferred
to another party and the consideration paid including any noncash asset transferred or liabilities assumed, is recognized in
profit or loss as other gains/(losses).
Borrowings are classified as current liabilities unless we have an unconditional right to defer settlement of the liability of
at least 12 months after the reporting period. Where there is a breach of a material provision of a long-term loan arrangement
on or before the end of the reporting period with the effect that the liability becomes payable on demand on the reporting
date, the entity does not classify the liability as current, if the lender agreed, after the reporting period and before the
approval of the Consolidated Financial Statement for issue, not to demand payment as a consequence of the breach.
Borrowing Cost
Borrowing costs directly attributable to the construction or production of a qualifying asset are capitalized during the period
of time that is required for the acquisition, construction or production of an asset that necessarily takes a substantial period
of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are
expensed in the period in which they occur. Borrowing costs consist of interest and other costs (including exchange
differences relating to foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs)
that an entity incurs in connection with the borrowing of funds.
Taxes on Income
Current and Deferred Tax
Current tax is the amount of tax payable determined in accordance with the applicable tax rates and provisions of the
Income Tax Act, 1961 and other applicable tax laws.
Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the Balance sheet and
the corresponding tax bases used in the computation of taxable profit and are accounted for using the liability method.
Deferred tax liabilities are generally recognized for all taxable temporary differences, and deferred tax assets are generally
recognized for all deductible temporary differences, carry forward tax losses and allowances to the extent that it is probable
that future taxable profits will be available against which those deductible temporary differences, carry forward tax losses
and allowances can be utilized. Deferred tax assets and liabilities are measured at the applicable tax rates. Deferred tax
assets and deferred tax liabilities are off set, and presented as net.
Current and deferred taxes relating to items directly recognized in reserves are recognized in reserves and not in the
Statement of Profit and Loss.
Earnings per share
Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post-tax effect of extraordinary
items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is
computed by dividing the profit / (loss) after tax (including the post-tax effect of extraordinary items, if any) as adjusted
for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential
equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the
367weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity
shares.
Cash and Cash equivalents
For the purpose of presentation in statement of cash flows, cash and cash equivalents includes cash on hand, deposit held
at call with financial institution, other short term, highly liquid investments with original maturities of three months or less
that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value,
and bank overdrafts. Bank Overdrafts are shown within borrowings in current liabilities in Balance sheet.
Cash Flows
Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted
for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments.
The cash flows from our operating, investing and financing activities are segregated based on the available information.
Dividend
Final dividend on shares is recorded as a liability on the date of approval by the shareholders and Interim dividends are
recorded as a liability on the date of declaration by our Company’s Board of Directors.
Segment Reporting
Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the Chief
Operating Decision Maker (“CODM”) of our Company. The CODM is responsible for allocating resources and assessing
performance of our operating segments.
Recent Pronouncements:
The Ministry of Corporate Affairs (“MCA”) has through its notification dated August 12, 2024 notified Ind AS 117,
Insurance Contracts vide Companies (Indian Accounting Standards) Amendment Rules, 2024 and are effective on or after
April 1, 2024 and its supersedes Ind AS 104, Insurance Contracts. Ind AS 117 shall be applicable to entities having (a)
insurance contracts, including reinsurance contracts, it issues; (b) reinsurance contracts it holds; and (c) investment
contracts with discretionary participation features it issues, provided the entity also issues insurance contracts.
Further, the MCA has notified the Companies (Indian Accounting Standards) Second Amendment Rules, 2024, which
amend Ind AS 116, Leases, with respect to lease liability in a sale and leaseback. The amendment specifies the requirements
for a seller-lessee in measuring the lease liability arising from a sale and leaseback transaction. It ensures that the seller-
lessee does not recognize any amount of the gain or loss related to the right of use it retains. This notification came into
force with effect from the date of their publication in the official gazette, i.e., September 9, 2024.
Subsequently, the MCA notified the Companies (Indian Accounting Standards) Third Amendment Rules, 2024, to provide
relief to the insurers or insurance companies. As per the notification, the insurers or insurance companies may provide their
financial statements prepared in accordance with Ind AS 104 to their parent, investor, or venturer for preparation
consolidated financial statements by the parent/ investor/ venturer, until the Insurance Regulatory and Development
Authority notifies Ind AS 117. Additionally, Ind AS 104 has been reissued for use by the insurers or insurance companies.
This notification came into force with effect from the date of their publication in the official gazette i.e., September 28,
2024.
We have assessed the impact of the amendments and these are not expected to have a material impact on us.
Changes in Accounting Policies
There have been no changes in our accounting policies during the last three financial years.
Basis of Presentation – Recent Acquisitions
We have completed the Recent Acquisitions in Fiscal 2025 in order to further diversify our product range, access a wider
distributor channel and expand into new markets and geographies while consolidating our business operations. Set forth
below are brief details of our Recent Acquisitions.
• Vougue Decor: Our Subsidiary, Gloirio, acquired the business of Vougue Decor, a partnership firm, which sold its
products under the “Gloirio” brand, on a going concern basis by means of a slump sale through a business transfer
agreement dated June 18, 2024. Vougue Decor was engaged in the business of interior wall cladding and interior
decorative panels.
368• Euro Pratik Laminate LLP: Our Company acquired the business of Lamage Decor which was owned by Euro Pratik
Laminate LLP on a going concern basis by means of a slump sale through a business transfer agreement dated May 2,
2024. Euro Pratik Laminate LLP is a marketer and seller of wall panels, louvers, designer laminates and other furniture
materials.
• Millenium Decor: Our Company acquired the business of Millenium Decor, a partnership firm, on a going concern
basis by means of a slump sale through a business transfer agreement dated May 28, 2024. Millenium Decor was
engaged in the business of interior wall cladding and interior decorative panels.
• EuroPratik Intex LLP: Our Company acquired controlling interest in Europratik Intex LLP with a 53.00% capital
contribution through a supplementary limited liability partnership agreement dated August 12, 2024. EuroPratik Intex
LLP is a marketer and seller of exterior wall panels and other exterior furnishing materials.
• Euro Pratik USA, LLC: Our Subsidiary, Euro Pratik C Corp Inc. acquired a controlling interest of 50.10% in our Step-
Down Subsidiary, Euro Pratik USA, LLC through an amended and restated operating agreement dated June 24, 2024.
EuroPratik USA, LLC is a marketer and seller of wall panels, louvers and designer laminates.
While our Restated Consolidated Financial Information as at and for the financial year ended March 31, 2025 convey the
impact of the Recent Acquisitions and consolidate the results of operations of the Acquired Businesses in respect of a
portion of the reporting periods, our Restated Consolidated Financial Information as at and for the financial years ended
March 31, 2024 and March 31, 2023 will not be able to convey the full impact of the Recent Acquisitions or include the
results of operations of the Acquired Businesses during those periods. As such, our Restated Consolidated Financial
Information as at and for the financial years ended March 31, 2024 and March 31, 2023 are not fully comparable with our
Restated Consolidated Financial Information as at and for the financial year ended March 31, 2025 and future financial
periods, and any such comparisons may not be meaningful, or may not be fully indicative of our financial performance
following the Recent Acquisitions.
Further, such limited period financial information may neither fully reflect any adjustments for potential synergies arising
from the Recent Acquisitions including employee cost, nor would it fully reflect the complete impact that the Recent
Acquisitions could have on our cash outflows once liabilities or sundry expenses such as re-branding and relabeling costs
arising from the Recent Acquisitions are accounted for in a complete financial year. Certain liabilities and related costs
may ultimately be recorded for costs associated with the Recent Acquisitions, and there can be no assurance that any
synergies will be achieved. Also see “Risk Factors—24—We have made strategic acquisitions or investments in order to
grow our business and may continue to enter into further acquisitions or investments that we consider necessary or
desirable. Any failure to achieve the anticipated benefits from these strategic acquisitions or investments could adversely
affect our business, results of operations and financial condition.” on page 47.
Accordingly, the degree of information that the Restated Consolidated Financial Information as at and for the financial
year ended March 31, 2025 will convey about the impact of the Recent Acquisitions on our results of operations in the
future periods or our future financial position should, therefore, be limited. Also see “Risk Factors—16—Our Restated
Consolidated Financial Information as at and for the financial year ended March 31, 2025, which includes the effect of
the Recent Acquisitions on our financial performance and financial condition, may not be comparable to our Restated
Consolidated Financial Information in respect of prior periods.”on page 40.
We have also had related party transactions with persons and entities related to the Acquired Businesses, including sale
and purchase of products. In accordance with our accounting policies, intragroup transactions, balances and unrealised
gains on transactions between our consolidated entities are eliminated, therefore, the related party transactions with the
Acquired Businesses have been eliminated in the Restated Consolidated Financial Information as at and for the financial
year ended March 31, 2025 upon consolidation of the Acquired Businesses in that period. For details of our related party
transactions and details of the transactions eliminated on consolidation, see Note 42 to the Restated Consolidated Financial
Information included in “Restated Consolidated Financial Information” on page 309. Also see “Risk Factors—9—We enter
into certain related party transactions in the ordinary course of our business and we cannot assure you that such
transactions will not adversely affect our results of operations and financial condition” on page 37.
PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS
Income
Our income comprises: (i) revenue from operations; and (ii) other income.
Revenue from operations
We generate revenue from our operations through (i) sale of goods and (ii) profit on sale of license. Set forth below is a
breakdown of our revenue from operations, for the periods indicated.
369Fiscal 2025 Fiscal 2024 Fiscal 2023
Percentage of Percentage of Percentage of
Particulars Amount Amount Amount
total revenue total revenue total revenue
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Sale of goods 2,842.27 100.00 2,216.98 100.00 2,635.84 100.00
Set forth below is a breakdown of our revenue from operations across our product categories.
Fiscal
Product 2025 2024 2023
(₹ million) (%)* (₹ million) (%)* (₹ million) (%)*
Decorative Wall Panels 1,879.57 66.13 1,696.80 76.54 1,742.89 66.12
Decorative Laminates 728.68 25.64 428.21 19.31 754.14 28.61
Others# 234.02 8.23 91.98 4.15 138.82 5.27
Revenue from sale of goods 2,842.27 100.00 2,216.98 100.00 2,635.84 100.00
__________
* Percentage of total revenue from operations
# Other products include interior films, adhesives and other miscellaneous products.
Other Income
Our other income comprises: (i) interest income; (ii) dividend income on investments; (iii) exchange fluctuation; (iv) rent
income; (v) gain on sale of investments measured at fair value through profit and loss; (vi) fair value gain on financial
instruments at fair value through profit and loss; (vii) gain on termination of rent agreement; (viii) credit impairment for
trade receivables in earlier years written back and (ix) other income.
Set forth below is a breakdown of our other income, for the periods indicated.
Fiscal
2025 2024 2023
Particulars
Amount %* Amount %* Amount %*
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Interest income 11.00 15.07 30.64 36.45 27.91 56.19
Dividend income on investments 0.53 0.73 0.50 0.59 0.21 0.42
Exchange fluctuation 12.49 17.12 12.13 14.43 13.13 26.43
Rent income 6.13 8.40 5.84 6.95 5.38 10.83
Gain on sale of investments measured at fair 52.05 71.33 10.84 12.89 10.20 20.54
value through profit and loss
Fair value gain on financial instruments at fair (15.54) (21.30) 24.00 28.55 (7.21) (14.52)
value through profit and loss
Gain on termination of rent agreement 18.81 25.78 - - - -
Credit impairment for trade receivables in (16.03) (21.97) 0.12 0.14 0.05 0.10
earlier years written back
Other Income 3.53 4.84 - - - -
Total 72.97 100.00 84.07 100.00 49.67 100.00
__________
* Percentage of other income
Expenses
Our expenses primarily comprise: (i) purchase of stock-in-trade; (ii) changes in inventories of stock-in-trade; (iii) employee
benefits expenses; (iv) finance costs; (v) depreciation and amortization expenses; (vi) other expenses.
Set forth below is a breakdown of our expenses, for the periods indicated.
Fiscal
2025 2024 2023
Particulars
Amount %* Amount %* Amount %*
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Purchase of stock-in-trade 2,106.49 109.62 1,230.27 84.81 1,707.39 90.62
Changes in inventories of stock-in-trade (556.49) (28.96) 32.26 2.22 (20.87) (1.11)
Employee benefits expenses 90.74 4.72 59.13 4.08 60.98 3.24
Finance costs 40.04 2.08 9.81 0.68 10.92 0.58
Depreciation and amortization expenses 53.11 2.76 34.41 2.37 23.93 1.27
Other expenses 187.67 9.77 84.81 5.85 101.67 5.40
370Fiscal
2025 2024 2023
Particulars
Amount %* Amount %* Amount %*
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Total 1,921.56 100.00 1,450.69 100.00 1,884.02 100.00
__________
* Percentage of total expenses
Purchase of stock-in-trade
Purchase of stock-in-trade includes our purchases.
Changes in inventories of finished goods, stock-in-trade and work-in-progress
Changes in inventories of finished goods, stock-in-trade and work-in-progress include opening stock less closing stock.
Employee benefit expenses
Employee benefit expenses include: (i) salary, wages and bonus; (ii) remuneration to directors; (iii) contribution to
provident and other funds; (iv) provision for gratuity; and (v) staff welfare expenses.
Finance costs
Finance costs include: (i) interest including (a) interest cost on financial liabilities measure at amortized cost, (b) interest
on lease liability, (c) interest on lease asset (security deposits); and (ii) other borrowing costs including (a) financial and
related services expenses and (b) bank charges.
Depreciation and amortization expenses
Depreciation and amortization expenses include (i) depreciation of property, plant and equipment, (ii) amortization of right-
of-use assets, (iii) amortization of intangible assets, and (iv) depreciation of investment property.
Other expenses
Other expenses primarily include: (i) selling and distribution expenses; (ii) rent; (iii) insurance; (iv) courier charges; (v)
travelling expenses; (vi) legal and professional charges; (vii) labor charges; (viii) auditor’s remuneration; (ix) corporate
social responsibility; (x) donations; (xi) commission; (xii) office expenses; (xiii) membership fees and charges; (xiv) bad
debts; (xv) repairs and maintenance; and (xvi) miscellaneous expense.
Tax expense
Our tax expense comprises current tax, deferred tax and adjustments in respect of earlier years. Set forth below is a
breakdown of our tax expenses for the periods indicated.
Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars Amount %* Amount %* Amount %*
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Tax Expenses
Current tax 259.54 106.60 215.70 99.52 208.09 101.10
Deferred tax (15.22) (6.25) 1.03 0.48 (4.56) (2.22)
Adjustments in respect of earlier years (0.86) (0.35) - - 2.31 1.12
Total 243.46 100.00 216.73 100.00 205.84 100.00
__________
* Percentage of tax expense
OUR RESULTS OF OPERATIONS
The table below sets forth, for the periods indicated, certain items from our consolidated statement of profit and loss, in
each case also stated as a percentage of our total income.
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of total % of total % of total
Particulars Amount Amount Amount
income income income
(₹ million) (%) (₹ million) (%) (₹ million) (%)
INCOME
Revenue from operations 2,842.27 97.50 2,216.98 96.35 2,635.84 98.15
Other income 72.97 2.50 84.07 3.65 49.67 1.85
371Fiscal 2025 Fiscal 2024 Fiscal 2023
% of total % of total % of total
Particulars Amount Amount Amount
income income income
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Total income 2,915.24 100.00 2,301.05 100.00 2,685.51 100.00
EXPENSES
Purchase of stock-in-trade 2,106.49 72.26 1,230.27 53.47 1,707.39 63.58
Changes in inventories of stock-in-trade (556.49) (19.09) 32.26 1.40 (20.87) (0.78)
Employee benefits expenses 90.74 3.11 59.13 2.57 60.98 2.27
Finance costs 40.04 1.37 9.81 0.43 10.92 0.41
Depreciation and amortization expenses 53.11 1.82 34.41 1.50 23.93 0.89
Other Expenses 187.67 6.44 84.81 3.69 101.67 3.79
Total Expenses 1,921.56 65.91 1,450.69 63.04 1,884.02 70.16
Profit/ (Loss) before Exceptional items and Tax 993.68 34.09 850.36 36.96 801. 49 29.84
Share of Profit/(Loss) from associate (net of tax) 14.18 0.49 (4.56) (0.20) - -
Profit before Tax 1,007.86 34.57 845.80 36.76 801.49 29.84
Tax expense:
Current Tax 259.54 8.90 215.70 9.37 208.09 7.75
Deferred Tax (15.22) (0.52) 1.03 0.04 (4.56) (0.17)
Excess/short provision of tax relating to earlier (0.86) (0.03) 0.00 0.00 2.31 0.09
years
Profit (Loss) for the period from continuing 764.40 26.22 629.07 27.34 595.65 22.18
operations
Profit/(loss) for the period 764.40 26.22 629.07 27.34 595.65 22.18
Other comprehensive income 3.50 0.12 (0.34) (0.01) 0.32 0.01
Items that will not be reclassified to profit or - - - - - -
loss
Remeasurement of net defined benefit 4.38 0.15 (0.49) (0.02) 0.43 0.02
obligation
Income tax relating to above (1.10) (0.04) 0.12 0.01 (0.11) -
Foreign Currency Translation Reserve 0.22 0.01 0.03 0.00 - -
Total comprehensive income for the period 767.90 26.34 628.73 27.32 595.97 22.19
(Comprising Profit/ (Loss) and Other
Comprehensive Income for the period)
Profit for the year attributable to
Owners of the Parents 767.20 26.32 629.07 27.34 - -
Non-Controlling Interest (2.80) (0.10) - - - -
Other Comprehensive income for the year attributable to
Owners of the Parents 3.55 0.12 (0.34) (0.01) - -
Non-Controlling Interest (0.05) 0.00 - - - -
Total Comprehensive income for the year attributable to
Owners of the Parents 770.75 26.44 628.73 27.32 - -
Non-Controlling Interest (2.85) (0.10) - - - -
Fiscal 2025 compared to Fiscal 2024
Income
Our total income increased by 26.69% to ₹2,915.24 million in Fiscal 2025 from ₹2,301.05 million in Fiscal 2024 primarily
due to increase in Revenue from operations.
Revenue from operations
Our revenue from operations increased by 28.20% to ₹2,842.27 million in Fiscal 2025 from ₹2,216.98 million in Fiscal
2024 primarily due to increase our sales by 10.00% to 2.64 million units in Fiscal 2025 from 2.40 million units in Fiscal
2024.
Other income
Our other income decreased by 13.20% to ₹72.97 million in Fiscal 2025 from ₹84.07 million in Fiscal 2024, which was
primarily due to a decrease in:
(i) interest income by 64.10% to ₹11.00 million in Fiscal 2025 from ₹30.64 million in Fiscal 2024; and
372(ii) gain/(loss) on fair valuation of investments by 164.75% to ₹15.54 million in Fiscal 2025 from ₹24.00 million in
Fiscal 2024.
The decrease in our other income was partially offset by a increase in (i) sundry balances written back by 13,458.33% to
₹16.03 in Fiscal 2025 from ₹0.12 million in Fiscal 2024; (ii) gain on sale of investments measured at fair value through
profit and loss by 380.17% to ₹52.05 million in Fiscal 2025 from ₹10.84 million in Fiscal 2024; (iii) dividend income on
investments by 6.00% to ₹0.53 million in Fiscal 2025 from ₹0.50 million in Fiscal 2024; (iv) exchange rate fluctuation by
2.97% to ₹12.49 million in Fiscal 2025 from ₹12.13 million in Fiscal 2024; (v) rent income by 4.97% to ₹6.13 million in
Fiscal 2025 from ₹5.84 million in Fiscal 2024; (vi) gain on termination of Rent Agreement by 100.00% to ₹18.81 million
in Fiscal 2025 from Nil in Fiscal 2024; and (vii) other income by 100.00% to ₹3.53 million in Fiscal 2025 from Nil in
Fiscal 2024.
Expenses
Our expenses increased by 32.46% to ₹1,921.56 million in Fiscal 2025 (representing approximately 65.91% of our total
income in that year) from ₹1,450.69 million in Fiscal 2024 primarily due to increase in our purchase of stock in trade;
employee benefits expenses; finance costs; depreciation and amortization expenses; and other expenses due to growth in
business operations.
Purchase of stock-in-trade and Changes in inventories of stock-in-trade
Our purchase of stock-in-trade increased by 71.22% to ₹2,106.49 million in Fiscal 2025 from ₹1,230.27 million primarily
due to increase in our purchase of products, in line with the growth in our business.
Our purchase of stock-in-trade represented approximately: (i) 72.26% of our total income in Fiscal 2025, compared with
53.47% in Fiscal 2024; and (ii) 109.62% of our total expenses in Fiscal 2025, compared with 84.81% in Fiscal 2024.
Our changes in inventories of stock-in trade decreased by 1,825.02% to ₹(556.49) million in Fiscal 2025 from ₹32.26
million in Fiscal 2024 primarily due to increase in closing inventories.
Our changed in inventories of finished goods, stock-in-trade and work-in-progress represented approximately: (i) (19.09)%
of our total income in Fiscal 2025, compared with 1.40% in Fiscal 2024; and (ii) (28.96)% of our total expenses in Fiscal
2025, compared with 2.22% in Fiscal 2024.
Employee Benefit Expenses
Our employee benefit expenses increased by 53.46% to ₹90.74 million in Fiscal 2025 from ₹59.13 million in Fiscal 2024
primarily due to increase in:
(i) salary, wages and bonus paid by 68.17% to ₹64.14 million in Fiscal 2025 from ₹38.14 million in Fiscal 2024 primarily
on account of increase in our employees to 93 in Fiscal 2025 from 62 in Fiscal 2024; and
(ii) remuneration paid to directors by 33.88% to ₹22.76 million in Fiscal 2025 from ₹17.00 million in Fiscal 2024 in
response to the increase in our sales and revenue from operations during this period.
Our employee benefit expenses represented approximately: (i) 3.11% of our total income in Fiscal 2025, compared with
2.57% in Fiscal 2024; and (ii) 4.72% of our total expenses in Fiscal 2025, compared with 4.08% in Fiscal 2024.
Finance Costs
Our finance costs increased by 308.15% to ₹40.04 million in Fiscal 2025 from ₹9.81 million in Fiscal 2024 primarily due
to increase (i) interest cost on financial liabilities measured at amortized cost by 1,986.78% to 25.25 million in Fiscal 2025
from ₹1.21 million in Fiscal 2024; (ii) interest on lease liability by 62.01% to ₹13.56 million in Fiscal 2025 from ₹8.37
million in Fiscal 2024.
Our finance costs represented approximately: (i) 1.37% of our total income in Fiscal 2025, compared with 0.43% in Fiscal
2024; and (ii) 2.07% of our total expenses in Fiscal 2025, compared with 0.68% in Fiscal 2024.
Depreciation and Amortization Expenses
Our depreciation and amortization expenses increased by 54.34% to ₹53.11 million in Fiscal 2025 from ₹34.41 million in
Fiscal 2024 primarily due to increase in (i) depreciation of property, plant and equipment by 62.05% to ₹7.60 million in
Fiscal 2025 from ₹4.69 million in Fiscal 2024; and (ii) depreciation of right-of-use assets by 94.75% to ₹34.49 million in
Fiscal 2025 from ₹17.71 million in Fiscal 2024.
373Our depreciation and amortization expenses represented approximately: (i) 1.81% of our total income in Fiscal 2025,
compared with 1.50% in Fiscal 2024; and (ii) 2.74% of our total expenses in Fiscal 2025, compared with 2.37% in Fiscal
2024.
Other expenses
Our other expenses increased by 121.28% to ₹187.67 million in Fiscal 2025 from ₹84.81 million in Fiscal 2024 primarily
due to increase in:
(i) labor charges by 100% to ₹21.56 million in Fiscal 2025 from ₹Nil in Fiscal 2024, which was attributable to
our warehouse management activity;
(ii) miscellaneous expenses by 315.00% to ₹16.60 million in Fiscal 2025 from ₹4.00 million in Fiscal 2024. Our
miscellaneous expenses comprised, among others, computer expenses, electricity expenses, printing and
stationary, etc;
(iii) advertisement and publicity expenses by 240.46% to ₹26.76 million in Fiscal 2025 from ₹7.86 million in
Fiscal 2024, which was attributable to increase in sales and income from operations;
(iv) rent expenses by 787.50% to ₹11.36 million in Fiscal 2025 from ₹1.28 million in Fiscal 2024, which was
attributable to increase in business operations;
(v) transportation charges by 90.76% to ₹10.53 million in Fiscal 2025 from ₹5.52 million in Fiscal 2024, which
was attributable to increase in business operations;
(vi) insurance expenses by 58.65% to ₹ 2.11 million in Fiscal 2025 to ₹1.33 million in Fiscal 2024 primarily due
to increase in business operations; and
(vii) business promotion expenses by 248.60% to ₹7.46 million in Fiscal 2025 from ₹2.14 million in Fiscal 2024,
primarily due to increase in business operations.
The overall increase in our other expenses was partially offset by a decrease in:
(i) packing, delivery and handling charges by 2.28% to ₹3.00 million in Fiscal 2025 from ₹3.07 million in Fiscal
2024, which was attributable to increase in business operations;
(ii) brand endorsement fees by 4.17% to ₹11.50 million in Fiscal 2025 from ₹12.00 million in Fiscal 2024, which
was attributable to increase in business operations;
(iii) commission by 12.68% to ₹1.79 million in Fiscal 2025 from ₹2.05 million in Fiscal 2024; and
(iv) donations expense by 79.27% to ₹0.40 million in Fiscal 2025 from ₹1.93 million in Fiscal 2024.
Our other expenses represented approximately: (i) 6.44% of our total income in Fiscal 2025, compared with 3.69% in
Fiscal 2024; and (ii) 9.77% of our total expenses in Fiscal 2025, compared with 5.85% in Fiscal 2024.
Profit before tax for the year
As a result of the factors outlined above, our profit before tax increased by 19.16% to ₹1,007.86 million in Fiscal 2025
from ₹845.80 million in Fiscal 2024. Our profit before tax as a percentage of our total income represented approximately
34.57% in Fiscal 2025 compared with 36.76% in Fiscal 2024.
Tax expenses
Our tax expenses increased by 12.33% to ₹243.46 million in Fiscal 2025 from ₹216.73 million in Fiscal 2024 primarily
due to increase in current tax by 20.32% to ₹259.54 million in Fiscal 2025 from ₹215.70 million in Fiscal 2024. The
corporate tax rate was 25.17% in both Fiscals 2025 and 2024.
Profit for the period
Our profit for the period increased by 21.51% to ₹764.40 million in Fiscal 2025 from ₹629.07 million in Fiscal 2024 on
account of an increase in our revenue from operations by 28.20% to ₹2,842.27 million in Fiscal 2025 from ₹2,216.98
million in Fiscal 2024 primarily due to increase our sales by 10.00% to 2.64 million units in Fiscal 2025 from 2.40 million
units Fiscal 2024.
Fiscal 2024 compared to Fiscal 2023
Income
Our total income decreased by 14.32% to ₹2,301.05 million in Fiscal 2024 from ₹2,685.51 million in Fiscal 2023 primarily
due to a decrease in our revenue from operations which was partially offset by an increase in our other income.
374Revenue from operations
Our revenue from operations decreased by 15.89% to ₹2,216.98 million in Fiscal 2024 from ₹2,635.84 million in Fiscal
2023 primarily due to a decrease in our sales by 26.65% to 2.40 million units in Fiscal 2024 from 3.27 million units in
Fiscal 2023 on account of our increased focus on high margin products as a part of our business strategy. Our strategic
focus on high margin products was aligned with the stagnant growth in wall decorative industry in Fiscal 2024, as wall
decorative industry grew only at a CAGR of 8.1%, from ₹342,728 million by Fiscal 2024 to ₹366,219 million in Fiscal
2025 (Source: Technopak Report).
Other income
Our other income increased by 69.26% to ₹84.07 million in Fiscal 2024 from ₹49.67 million in Fiscal 2023, which was
primarily due to:
(i) an increase in interest income on others by 9.81% to ₹30.33 million in Fiscal 2024 from ₹27.62 million in Fiscal
2023, which was attributable to an increased interest income from our investments;
(ii) an increase in fair value gain/(loss) on financial instruments at fair value through profit and loss by 432.87% to
₹24.00 million in Fiscal 2024 from ₹(7.21) million in Fiscal 2023, which was attributable to our sale of instruments
such as shares and securities;
(iii) an increase in gain on sale of investments measured at fair value through profit and loss by 6.27% to ₹10.84 million
in Fiscal 2024 from ₹10.20 million in Fiscal 2023, which was attributable to sale of our investments; and
(iv) an increase in rent income by 8.55% to ₹5.84 million in Fiscal 2024 from ₹5.38 million in Fiscal 2023, which was
attributable to rent escalations during Fiscal 2024.
The increase in our other income was partially offset by a decrease in exchange fluctuation by 7.62% to ₹12.13 million in
Fiscal 2024 from ₹13.13 million in Fiscal 2023, which was attributable to the marginal decrease in our foreign exchange
gains.
Expenses
Our expenses decreased by 23.00% to ₹1,450.69 million in Fiscal 2024 (representing approximately 63.04% of our total
income in that year) from ₹1,884.02 million in Fiscal 2023 primarily due to decrease in purchase of stock-in-trade, changes
in inventories of stock-in-trade, employee benefit expenses, finance costs and other expenses which was partially offset by
an increase in depreciation and amortization costs.
Purchase of stock-in-trade and Changes in inventories of stock-in-trade
Our purchase of stock-in-trade decreased by 27.94% to ₹1,230.27 million in Fiscal 2024 from ₹1,707.39 million in Fiscal
2023 primarily due to a decrease in our purchases on account of our increased focus on high margin products as part of our
business strategy.
Our purchase of stock-in-trade represented approximately: (i) 53.47% of our total income in Fiscal 2024, compared with
63.58% in Fiscal 2023; and (ii) 90.62% of our total expenses in Fiscal 2023, compared with 84.81% in Fiscal 2024.
Our changes in inventories of stock-in-trade increased by 254.58% to ₹32.26 million in Fiscal 2024 from ₹(20.87) million
in Fiscal 2023 primarily due to a decrease in the total closing stock which was partially offset by an increase total opening
stock, primarily due to the difference between our opening stock (being ₹387.95 million as at April 1, 2023) and closing
stock (being ₹355.69 million as at March 31, 2024). Our changes in inventories of finished goods, stock-in-trade and work-
in-progress represented approximately: (i) 1.40% of our total income in Fiscal 2024, compared with (0.78)% in Fiscal
2023; and (ii) 2.22% of our total expenses in Fiscal 2024, compared with (1.11)% in Fiscal 2023.
Employee Benefit Expenses
Our employee benefit expenses decreased by 3.03% to ₹59.13 million in Fiscal 2024 from ₹60.98 million in Fiscal 2023
primarily due to a decrease in:
(i) remuneration paid to directors by 41.58% to ₹17.00 million in Fiscal 2024 from ₹29.10 million in Fiscal 2023, in
response to the decrease in our sales and revenue from operations during this period; and
(ii) staff welfare expenses by 8.97% to ₹1.42 million in Fiscal 2024 from ₹1.56 million in Fiscal 2023.
Our employee benefit expenses were partially offset by an increase in:
375(i) salary, wages and bonus paid by 36.31% to ₹38.14 million in Fiscal 2024 from ₹27.98 million in Fiscal 2023, primarily
on account of increase in our employees to 72 in Fiscal 2024 from 64 in Fiscal 2023;
(ii) contribution to provident and other funds by 12.50% to ₹0.99 million in Fiscal 2024 from ₹0.88 million in Fiscal 2023,
on account of increase in our employees; and
(iii) gratuity expenses by 8.22% to ₹1.58 million in Fiscal 2024 from ₹1.46 million in Fiscal 2023, on account of increase
in our employees.
Our employee benefit expenses represented approximately: (i) 2.57% of our total income in Fiscal 2024, compared with
2.27% in Fiscal 2023; and (ii) 4.08% of our total expenses in Fiscal 2024, compared with 3.24% in Fiscal 2023.
Finance Costs
Our finance costs decreased by 10.16% to ₹9.81 million in Fiscal 2024 from ₹10.92 million in Fiscal 2023 primarily due
to decrease in our (i) other borrowing costs by 27.27% to ₹0.16 million in Fiscal 2024 from ₹0.22 million in Fiscal 2023
(ii) interest cost on financial liabilities measured at amortized cost by 30.06% to ₹1.21 million in Fiscal 2024 from ₹1.73
million in Fiscal 2023; (iii) interest on lease liability by 5.85% to ₹8.37 million in Fiscal 2024 from ₹8.89 million in Fiscal
2023 and (iv) interest on security deposit received by 12.50% to ₹0.07 million in Fiscal 2024 from ₹0.08 million in Fiscal
2023. Our finance costs represented approximately: (i) 0.43% of our total income in Fiscal 2024, compared with 0.41% in
Fiscal 2023; and (ii) 0.68% of our total expenses in Fiscal 2024, compared with 0.58% in Fiscal 2023.
Depreciation and Amortization Expenses
Our depreciation and amortization expensesincreased by 43.79% to ₹34.41 million in Fiscal 2024 from ₹23.93 million in
Fiscal 2023 primarily due to an increase in (i) depreciation of property, plant and equipment by 2.85% to ₹4.69 million in
Fiscal 2024 from ₹4.56 million in Fiscal 2023 (ii) depreciation of right-of-use assets by 1.96% to ₹17.71 million in Fiscal
2024 from ₹17.37 million in Fiscal 2023 and (iii) a significant increase in depreciation of investment property by 500.50%
to ₹12.01 million in Fiscal 2024 from ₹2.00 million in Fiscal 2023, the increase in depreciation of investment property is
consistent with the increase in our investment in properties. For further details in relation to investment property of our
Company, see Note 6 to our Restated Consolidated Financial Information included in “Restated Consolidated Financial
Information” on page 251.
Our depreciation and amortization expenses represented approximately: (i) 1.50% of our total income in Fiscal 2024,
compared with 0.89% in Fiscal 2023; and (ii) 2.37% of our total expenses in Fiscal 2024, compared with 1.27% in Fiscal
2023.
Other expenses
Our other expensesdecreased by 16.58% to ₹84.81 million in Fiscal 2024 from ₹101.67 million in Fiscal 2023 primarily
due to a decrease in:
(i) samples design and display charges by 9.53% to ₹11.68 million in Fiscal 2024 from ₹12.91 million in Fiscal 2023,
which was attributable to decrease in our sales;
(ii) advertisement and publicity expenses by 64.19% to ₹7.86 million in Fiscal 2024 from ₹21.95 million in Fiscal 2023,
which was attributable to the lower cost of our advertisements on account of the shift in our advertisement model
from television to social media;
(iii) legal and professional charges by 31.39% to ₹7.78 million in Fiscal 2024 from ₹11.34 million in Fiscal 2023.
(iv) packing, delivery and handling charges by 16.35% to ₹3.07 million in Fiscal 2024 from ₹3.67 million in Fiscal 2023,
which was attributable to decrease in our sales on account of decreased focus on low margin products and an
increased focus on high margin products as a part of our business strategy;
(v) discount expenses by 46.15% to ₹2.94 million in Fiscal 2024 from ₹5.46 million in Fiscal 2023 which was
attributable to the lower discounts offered during the period, commensurate with the decrease in our sales;
(vi) business promotion expenses by 56.33% to ₹2.14 million in Fiscal 2024 from ₹4.90 million in Fiscal 2023;
(vii) rent expenses by 29.28% to ₹1.28 million in Fiscal 2024 from ₹1.81 million in Fiscal 2023, which was attributable
to a decrease in our warehousing requirements; and
(viii) insurance expenses by 64.53% to ₹1.33 million in Fiscal 2024 from ₹3.75 million in Fiscal 2023.
376The overall decrease in our other expenses was partially offset by an increase in:
(i) brand endorsement fees by 27.93% to ₹12.00 million in Fiscal 2024 from ₹9.38 million in Fiscal 2023, which was
attributable to an increase in engagement with brand ambassador, including, Hrithik Roshan, as part of our marketing
strategy;
(ii) corporate social responsibility expenses by 38.45% to ₹10.91 million in Fiscal 2024 from ₹7.88 million in Fiscal
2023, which was attributable to our commitment towards corporate social responsibility initiatives, including our
contribution towards, among others Parag Charitable Trust, IWC of Mumbai Nariman Point Charitable Trust;
(iii) traveling expenses by 103.20% to ₹7.62 million in Fiscal 2024 from ₹3.75 million in Fiscal 2023, which was
primarily due to increase in travel expenses and travel frequency on account of our efforts towards business
expansion;
(iv) transportation charges by 9.31% to ₹5.52 million in Fiscal 2024 from ₹5.05 million in Fiscal 2023, which was
attributable primarily due to increased logistic expenses on account of our efforts towards business expenses;
(v) commission by 79.82% to ₹2.05 million in Fiscal 2024 from ₹1.14 million in Fiscal 2023;
(vi) miscellaneous expenses by 97.04% to ₹4.00 million in Fiscal 2024 from ₹2.03 million in Fiscal 2023. Our
miscellaneous expenses comprised, among others, computer expenses and service charges paid;
(vii) donations expense by 94.95% to ₹1.93 million in Fiscal 2024 from ₹0.99 million in Fiscal 2023;and
(viii) courier charges by 217.50% to ₹1.27 million in Fiscal 2024 from ₹0.40 million in Fiscal 2023.
Our other expenses represented approximately: (i) 3.69% of our total income in Fiscal 2024, compared with 3.79% in
Fiscal 2023; and (ii) 5.85% of our total expenses in Fiscal 2024, compared with 5.40% in Fiscal 2023.
Profit before tax for the year
As a result of the factors outlined above, our profit before taxincreased by 5.53% to ₹845.80 million in Fiscal 2024 from
₹801.49 million in Fiscal 2023. Our profit before tax as a percentage of our total income represented approximately 36.76%
in Fiscal 2024 compared with 29.84% in Fiscal 2023.
Tax expenses
Our tax expensesincreased by 5.29% to ₹216.73 million in Fiscal 2024 from ₹205.84 million in Fiscal 2023 primarily due
to an increase in the current tax by 3.66% to ₹215.70 million in Fiscal 2024 from ₹208.09 million in Fiscal 2023 and
deferred tax expense by 122.59% to ₹1.03 million in Fiscal 2024 from ₹(4.56) million in Fiscal 2023. The corporate tax
rate was 25.17% in both Fiscals 2024 and 2023.
Profit for the period
Our profit for the period increased by 5.61% to ₹629.07 million in Fiscal 2024 from ₹595.65 million in Fiscal 2023
primarily on account of the following:
(i) a decrease in our revenue from operations by 15.89% to ₹2,216.98 million in Fiscal 2024 from ₹2,635.84 million
in Fiscal 2023 primarily due to a decrease in our sales on account of our increased focus on high margin products
as a part of our business strategy; and
(ii) a decrease in our expenses by 23.00% to ₹1,450.69 million in Fiscal 2024.
The decrease of 23.00% in our expenses in Fiscal 2024 from Fiscal 2023 was not commensurate with the 15.89% decrease
in our revenue from operations in Fiscal 2024 from Fiscal 2023.
Selected Restated Statement of Assets and Liabilities
The following table shows selected financial data derived from our restated consolidated summary statement of assets and
liabilities as at the dates indicated.
Particulars As at March 31,
2025 2024 2023
(₹ million)
Total non-current assets 404.44 324.56 329.83
Total current assets 2,333.99 1,420.36 1,261.37
Total assets 2,738.43 1,744.92 1,591.20
Total equity 2,344.91 1,557.33 1,300.18
Total non-current liabilities 156.89 129.84 144.65
377Particulars As at March 31,
2025 2024 2023
(₹ million)
Total current liabilities 236.63 57.75 146.37
Total equity and liabilities 2,738.43 1,744.92 1,591.20
Assets
Our total assets increased by 9.66% from ₹1,591.20 million as at March 31, 2023 to ₹1,744.92 million as at March 31,
2024. Further, our total assets increased by 61.41% from ₹1,744.92 million as at March 31, 2024 to ₹2,738.43 million as
at March 31, 2025.
Current Assets
Inventories
Our inventories decreased by 8.32% from ₹387.95 million as at March 31, 2023 to ₹355.69 million as at March 31, 2024,
a decrease in our overall purchases in Fiscal 2024, on account of our declined focus on low margin products and an
increased focus on high margin products as a part of our business strategy. Further, our inventories increased by 170.48%
from ₹355.69 million as at March 31, 2024 to ₹962.08 million as at March 31, 2025, primarily on account of growth in
business operations and corresponding increase of our inventories. The increase also reflects the impact of our Recent
Acquisitions.
Investments
Our investments increased by 523.48% from ₹55.25 million as at March 31, 2023 to ₹344.47 million as at March 31, 2024,
primarily due to our increase in investments of the accrued surplus funds. Further, our investments decreased by 76.54%
from ₹344.47 million as at March 31, 2024 to ₹80.81 million as at March 31, 2025, primarily due to liquidation of certain
investments. For further in relation to our investments see Note 12 to our Restated Consolidated Financial Information
included in “Restated Consolidated Financial Information” on page 251.
Trade receivables
Our trade receivables decreased by 26.66% from ₹604.89 million as at March 31, 2023 to ₹443.65 million as at March 31,
2024, primarily due to an increase in our business activities. Further, our trade receivables increased by 116.00% from
₹443.65 million as at March 31, 2024 to ₹958.29 million as at March 31, 2025, primarily due to an increase in our working
capital days from 139 days during Fiscal 2024 to 168 days during the financial year ended March 31, 2025. The increase
also reflects the impact of our Recent Acquisitions.
Cash and cash equivalents
Our cash and cash equivalents increased by 67.01% from ₹62.60 million as at March 31, 2023 to ₹104.55 million as at
March 31, 2024, primarily due increase in bank deposits with maturity of less than three months by 100.00% to ₹70.00
million as at March 31, 2024 from nil as at March 31, 2023 on account of surplus funds on account internal accruals.
Further, our cash and cash equivalents increased by 33.63% from ₹104.55 million as at March 31, 2024 to ₹ 139.71 million
as at March 31, 2025 primarily due to increase in internal accruals and sale of investments.
Other Bank Balances
Our other bank balances assets increased by 22.95% from ₹61.00 million as at March 31, 2023 to ₹75.00 million as at
March 31, 2024, primarily due to surplus funds on account internal accruals. Further, our other bank balances assets
decreased by 100% from ₹75.00 million as at March 31, 2024 to Nil as at March 31, 2025 primarily due to redemption of
fixed deposits with banks original maturity of more than three months but less than twelve months.
Other Financial Assets
Our other financial assets decreased by 3.84% from ₹56.81 million as at March 31, 2023 to ₹54.63 million as at March 31,
2024, primarily due to a reduction in other advances from ₹50.20 as at March 31, 2023 to ₹47.47 as at March 31, 2024.
Our other financial assets increased by 37.73% from ₹54.63 million as at March 31, 2024 to ₹75.24 million as at March
31, 2025 primarily due to an increase in other receivables from Nil as at March 31, 2024 to ₹70.32 million as at March 31,
2025.
Liabilities
Current Liabilities
378Current Borrowings
Our current borrowings decreased by 100.00% from ₹30.00 million as at March 31, 2023 to nil as at March 31, 2024
primarily due to repayment of short term loan. Further, our current borrowings increased by 100.00% from nil as at March
31, 2024 to ₹15.29 million as at March 31, 2025. These changes are primarily attributable to unsecured loan availed by our
Step-Down Subsidiary, Euro Pratik USA LLC and Euro Pratik Intex LLP, a consolidated entity.
Lease liabilities
Our current lease liabilities increased by 11.46% from ₹12.13 million as at March 31, 2023 to ₹13.52 million as at March
31, 2024, in line with the growth of our business. Further, our current lease liabilities increased by 123.30% from ₹13.52
million as at March 31, 2024 to ₹ 30.19 million as at March 31, 2025, primarily due to additional warehouse leases on
account growth in business operations.
Trade payables
Our trade payables comprises total outstanding dues of micro enterprises and small enterprises and total outstanding dues
of creditors other than micro enterprises and small enterprises. Our total outstanding dues of micro enterprises and small
enterprises were nil as at March 31, 2023, and March 31, 2024. Further, our total outstanding dues of micro enterprises and
small enterprises increased by 100.00% from nil as at March 31, 2024 to ₹0.68 million as at March 31, 2025, primarily due
to our increase in sales and growth in our business operations.
Our total outstanding dues of creditors other than micro enterprises and small enterprises decreased by 96.28% from ₹55.63
million as at March 31, 2023 to ₹2.07 million as at March 31, 2024, primarily due to repayment of creditors. Our total
outstanding dues of creditors other than micro enterprises and small enterprises increased by 3678.74% from ₹2.07 million
as at March 31, 2024 to ₹78.22 million as at March 31, 2025, primarily due to increase in purchases of products on credit,
commensurate with the growth in our business operations.
LIQUIDITY AND CAPITAL RESOURCES
Historically, our primary liquidity requirements have been to finance our working capital requirements in connection with
our business operations. We met these requirements through cash flows from our operations and borrowings. Cash in the
form of cash on hand, balance with bank in current accounts and deposits with original maturity of less than three months
together represent our cash and cash equivalents.
As at March 31, 2025, we had ₹139.71million in cash and cash equivalents and nil as bank balances other than cash and
cash equivalents. We believe that our current cash flows provide us with sufficient liquidity to meet our present
requirements and anticipated requirements for working capital for 12 months following the date of this Red Herring
Prospectus. We do not anticipate any significant requirements towards capital expenditure in the near future.
Cash Flows based on Restated Consolidated Financial Information
The table below sets forth our cash flows for the periods indicated.
Fiscal
Particulars 2025 2024 2023
(₹ million)
Net cash flows generated from/(used in) operating activities (306.50) 746.79 570.94
Net cash flows generated from/(used in) investing activities 360.44 (281.24) (97.41)
Net cash flows generated from/(used in) financing activities (18.78) (423.60) (483.97)
Net increase/decrease in cash and cash equivalents 35.16 41.95 (10.44)
Cash and cash equivalents at the beginning of the year 104.55 62.60 73.04
Cash and cash equivalents at the end of the year 139.71 104.55 62.60
Financial year ended March 31, 2025
Cash flows from operating activities
The net cash flow used from operating activities for the financial year ended March 31, 2025, was ₹306.50 million, while
we had profit before tax of ₹993.68 million. The difference was primarily attributable to adjustments for: (i) depreciation
and amortisation expense of ₹53.11 million, (ii) finance cost of ₹40.04 million, (iii) provision for expected credit loss
allowance of ₹16.03 million, and (iv) bad debts of ₹0.83 million, (v) gain/(loss) on fair valuation of investments of ₹15.54
million (vi) share of loss of Associate ₹14.18 million and (vii) Retirement benefits of ₹4.38 million which was partially
offset by: (i) interest income of ₹11.00 million, and (ii) dividend income on investments of ₹0.53 million, (iii) Gain on
Termination of Rent ₹18.81 million.
379Further, there were also working capital changes primarily consisting of: (i) an increase in trade receivables of ₹531.50
million, (ii) an increase in inventories of ₹606.39 million, (iii) increase in other current financial assets of ₹25.29 million,
(iv) an increase in other non-current financial assets of ₹12.32 million (v) an increase in other current assets of ₹66.76
million, (vi) an increase in other non-current assets ₹ 50.67 million, (vii) an increase in trade payables of ₹76.83 million,
(viii) increase in other financial liabilities of ₹0.08 million, (ix) an increase in other liabilities of ₹72.34 million, and (x) a
decrease in provisions of ₹2.34 million, adjusted by payment of direct taxes of ₹267.93 million.
Cash flows from investing activities
Net cash flow generated in investing activities for the financial year ended March 31, 2025 was ₹360.44 million, which
was attributable to proceeds from of investments of ₹248.12 million, loan received back during the year by ₹14.07 million,
interest income of ₹15.68 million, dividend income of ₹0.53 million and a redemption of investment in fixed deposits of
₹106.00 million. This was partially offset by payment for purchase of property, plant and equipment of ₹23.96 million
Cash flows from financing activities
Net cash generated used in financing activities was ₹18.78 million for the financial year ended March 31, 2025, which was
attributable to payment of interest on loan taken of ₹26.41 million and lease rental payments of ₹38.92 million which was
partially offset by proceeds from issuance of share capital by way of a fresh issue ₹6.77 million and rights issue of ₹12.96
million, proceeds from long-term borrowings of ₹11.53 million and proceeds from short-term borrowings of ₹15.29
million.
Fiscal 2024
Cash flows from operating activities
The net cash flow generated from operating activities in Fiscal 2024 was ₹746.79 million, while we had profit before tax
of ₹850.36 million.
The difference was primarily attributable to: (i) interest income of ₹30.64 million, (ii) dividend income on investments of
₹0.50 million, (iii) gain on fair valuation of investments of ₹24.00 million, (iv) share of loss in associate ₹4.56 million, (v)
provision of expected credit loss allowance of ₹0.12 million, and (vi) remeasurement of net defined benefit obligation of
₹0.49 million, which was partially offset by adjustments for (i) depreciation and amortisation expense of ₹34.41 million
and (ii) finance cost of ₹9.81 million
Further, there were also working capital changes primarily consisting of: (i) a decrease in trade receivables of ₹161.36
million, (ii) a decrease in inventories of ₹32.26 million, (iii) an increase in other current assets of ₹9.50 million, (iv) a
decrease in non-current assets of ₹0.36 million, (v) an increase in other non-current financial assets by ₹0.30 million; (vi)
decrease in current financial assets of ₹5.23 million, (vii) a decrease in trade payables of ₹53.56 million, (viii) a decrease
in other financial liabilities of ₹3.32 million, (ix) a decrease in other liabilities of ₹6.45 million, and (x) an increase in other
provisions of ₹2.38 million, adjusted by payment of direct taxes of ₹215.94 million.
Cash flows from investing activities
Net cash flow used in investing activities in Fiscal 2024 was ₹281.24 million, which was attributable to payment for
purchase of property, plant and equipment of ₹2.54 million, purchase of investments of ₹265.22 million, loans given of
₹26.57 million and investment in fixed deposits of ₹15.00 million, partially offset by interest income of ₹27.59 million,
dividend income of ₹0.50 million.
Cash flows from financing activities
Net cash used in financing activities was ₹423.60 million in Fiscal 2024, which was attributable to repayment of short-
term borrowings of ₹30.00 million, buy-back of shares including tax on buyback of ₹371.58 million, interest paid of ₹1.51
million and payment of lease liability of ₹20.51 million.
Fiscal 2023
Cash flows from operating activities
The net cash flow generated from operating activities in Fiscal 2023 was ₹570.94 million, while we had profit before tax
of ₹801.49 million. The difference was attributable primarily to adjustments for: (i) depreciation and amortisation expense
of ₹23.93 million, (ii) loss on fair valuation of investments of ₹7.21 million, (iii) finance costs of ₹10.92 million and (iv)
remeasurement of net defined benefit obligation of ₹0.43 million which was partially offset by (i) interest income of ₹27.91
million, (ii) dividend income on investments of ₹0.21 million, and (iii) provision of expected credit loss allowance of ₹0.05
million.
380Further, there were also working capital changes primarily consisting of: (i) an increase in trade receivables of ₹150.28
million, (ii) an increase in inventories of ₹20.87 million, (iii) a decrease in other current assets of ₹58.33 million (iv) a
decrease in other non-current assets of ₹0.33 million, (v) an increase in other non-current financial assets of ₹ 0.21 million,
(vi) a decrease in other current financial assets of ₹7.94 million, (vii) an increase in trade payables of ₹52.90 million, (viii)
an increase in other financial liabilities of ₹0.08 million, (ix) an increase in other liabilities of ₹14.01 million, and (x) an
increase in other provisions of ₹1.03 million, adjusted by payment of direct taxes of ₹208.13 million.
Cash flows from investing activities
Net cash flow used in investing activities in Fiscal 2023 was ₹97.41 million, which was attributable to payment for purchase
of property, plant and equipment of ₹124.70 million, purchase of investments of ₹10.61 million, partially offset by interest
income of ₹26.15 million, dividend income of ₹0.21 million, redemption in fixed deposits of ₹11.54 million.
Cash flows from financing activities
Net cash used in financing activities in Fiscal 2023 was ₹483.97 million, which was attributable to buy-back of shares
including tax on buyback of ₹492.95 million, interest paid of ₹1.81 million and payment of lease liability of ₹19.21 million,
partially offset by receipt of short-term borrowings of ₹30.00 million.
Financial Indebtedness
Set forth below is a brief summary of our aggregate borrowings (on a consolidated basis) as at March 31, 2025.
Category of borrowing Sanctioned/Initial Amount* Outstanding Amount*
(₹ million)
Fund Based
Term loan - -
Working Capital - -
Unsecured# 166.27 48.92
Non-Fund Based
Total 166.27 48.92
_________
Notes:
*As certified by M/s. C N K & Associates LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s. Monika Jain & Co.,
Chartered Accountants, firm registration number 130708W, Joint Statutory Auditors, pursuant to their certificate dated September 5, 2025.
# Principal terms of our unsecured borrowings are set forth below.
(a) Term: Three years.
(b) Interest Rate: The interest rate in respect of our borrowings is 12% per annum on reducing balance on the actual amount disbursed. The interest
accrues on the last date of each financial year for the period of the financial year on the funds actually borrowed net of repayment and is paid
within 60 days from the last date of the financial year.
(c) Security: Unsecured.
(d) Repayment: The loans are repayable at the notice of one day and can be re-paid in part or full.
(e) Purpose: Working capital loan.
Also see “Risk Factors—36—Our Step-Down Subsidiary, Euro Pratik USA, LLC, and another consolidated entity, Euro
Pratik Intex LLP, have obtained unsecured loans from members of our Promoter Group and other third partes, which may
be recalled at any time, and we may not have adequate funds to make timely payments or at all. Our inability to obtain
further financing or meet our obligations could adversely affect our cash flows, financial condition, business and results
of operations” on page 57. Also see Note 42 to our Restated Consolidated Financial Information included in “Restated
Consolidated Financial Information” on page 309, and for details in relation to our indebtedness as at July 31, 2025, see
“Financial Indebtedness” on page 345.
Credit Ratings
As at the date of this Red Herring Prospectus, our Company has not obtained any credit ratings.
Contractual Obligations and Commercial Commitments
The table below sets forth our undiscounted contractual maturities of significant financial liabilities as at March 31, 2025.
These obligations primarily relate to our contractual maturities of significant financial liabilities such as borrowings,
trade payables and other financial liabilities. The amounts are on a gross basis and undiscounted contractual cash flow
includes contractual interest payment and excludes netting arrangements.
381Undiscounted contractual maturities of significant financial liabilities as at March 31, 2025
More than 5
Particulars On demand Less than 1 year 1 to 5 years Total
years
(₹ million)
Borrowings - - - - -
Trade and other payables - 78.90 - - 78.90
Lease Liabilities - 171.54 581.08 - 752.62
Total - 250.44 581.08 - 831.52
Contingent Liabilities and Commitments
Set forth below is a summary of our contingent liabilities and capital commitments as at March 31, 2025, derived from our
Restated Consolidated Financial Information:
We have a commitment to acquire a 50.10% stake in Euro Pratik EU d.o.o., Croatia. In addition, we have an estimated
amount of contracts of ₹105.11 million remaining to be executed on capital account and not provided for (net of advances).
Further, we have ₹35.25 million uncalled amount on some of our investments during Fiscal 2025.
For further details regarding our contingent liabilities and commitments, see Note 44 to the Restated Consolidated Financial
Information included in “Restated Consolidated Financial Information” on page 251. Also see “Risk Factors—38—We
have certain capital commitments which, if materialised, could adversely affect our financial condition” on page 58.
Off-Balance Sheet Commitments and Arrangements
Except as disclosed in our Restated Consolidated Financial Information included in this Red Herring Prospectus, there are
no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we believe
are material to investors. We do not enter into derivative instruments, swap transactions or relationships with affiliates or
other unconsolidated entities or financial partnerships that would have been established for the purpose of facilitating off-
balance sheet arrangements.
Related Party Transactions
We have engaged in the past, and may engage in the future, in transactions with related parties including our affiliates.
Such transactions are for, among others, unsecured loan given, rent, interest expenses on unsecured loan, salaries, director
remuneration, reimbursement of expenses, trademark license fee, interest received, sale of goods. In addition, we have
engaged in related party transactions with our Promoters, Key Managerial Personnel and their relatives, Senior
Management, Promoter Group and Subsidiaries which primarily relate to unsecured loan given, rent, interest expenses on
unsecured loan, salaries, director remuneration, reimbursement of expenses, trademark license fee, interest received, sale
of goods. Our related party transactions (excluding related party transactions eliminated during the year) for the Fiscals
2025, 2024 and 2023, constituted 102.40%, 39.01% and 41.43%, respectively, as a percentage of our revenue from
operations in those periods. For details, see Note 42 to our Restated Consolidated Financial Information included in
“Restated Consolidated Financial Information” and “Risk Factors—9—We enter into certain related party transactions in
the ordinary course of our business and we cannot assure you that such transactions will not adversely affect our results
of operations and financial condition” on pages 309 and 37, respectively.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk, interest rate risk, credit risk, liquidity risk, foreign currency risk and other price risk in the
normal course of our business. Our Board has overall responsibility for the establishment and oversight of our risk
management framework. Our risk management policies are established to identify and analyze the risks faced, to set
appropriate risk limits and controls and to monitor risks and adherence to limits. Our risk management policies and systems
are reviewed regularly to reflect changes in market conditions and our activities.
Credit risk
Credit risk is the risk of financial loss to the group if a distributor or counterparty to a financial instrument fails to meet its
contractual obligations. Credit risk arises principally from our trade and other receivables and cash and cash equivalents
and other bank balances. The maximum exposure to credit risk is equal to the carrying value of our financial assets. The
objective of managing counterparty credit risk is to prevent losses in financial assets. We assess the credit quality of our
counterparties, taking into account their financial position, past experience and other factors.
We limit our exposure to credit risk of cash held with banks by dealing with highly rated banks and institutions and retaining
sufficient balances in bank accounts required to meet a month’s operational costs. Our management reviews the bank
382accounts on a regular basis and fund drawdowns are planned to ensure that there is minimal surplus cash in bank accounts.
Distributor or counterparty credit is managed by the management subject to the established policies, procedures and control
relating to credit risk management. Trade receivables are non-interest bearing and are generally on average 60 days to 90
days credit term.
We evaluate the concentration of risk with respect to trade receivables and contract assets as low, as our distributors are
located in several jurisdictions. Of the trade receivables balance, ₹100.07 million in aggregate was due from our distributors
individually representing more than 5% of the total trade receivables balance as at March 31, 2025, which accounted for
approximately 10.25% of all the receivables outstanding as at March 31, 2025.
Credit risk is managed subject to our established policy, procedures and control relating to credit risk management.
Outstanding trade receivables are regularly monitored. Credit limits are established for all distributors and other
counterparties as decided by the management. We measure the expected credit loss of trade receivables based on historical
trends, industry practices and the business environment in which the counterparty operates. Loss rates are based on actual
credit loss experience and past trends and outstanding receivables are regularly monitored.
The table below sets forth our outstanding trade receivables for the periods indicated.
Particulars As at and for the year ended March 31,
2025 2024 2023
Amount %* Amount %* Amount %*
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Trade Receivables 958.29 33.72 443.65 20.01 604.89 22.95
________
* Percentage of total revenue from operations
Liquidity risk
Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial liabilities
that are settled by delivering cash or another financial asset. Our approach to managing liquidity is to ensure, as far as
possible, that we will have sufficient liquidity to meet our liabilities when they are due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. We follow a policy of
ensuring sufficient liquidity at all times through a strategy of profitable growth, efficient working capital management as
well as prudent capital expenditure. We have an overdraft facility with banks to support any temporary funding
requirements. See “—Liquidity and Capital Resources” and “—Contractual Obligations and Commercial Commitments”
on pages 379 and 381, respectively, for further details.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity
price risk.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. We do not have any exposure to the risk of changes in market interest rates.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in foreign exchange rates. Our exposure to the risk of changes in foreign exchange rates relates primarily to our
operating activities (when revenue or expense is denominated in a different currency from our functional currency). Our
management monitors the movement in foreign currency and our exposure to each foreign currency. As at March 31, 2025,
our unhedged net foreign currency exposure was ₹8.26 million. See “Risk Factors—2—Exchange rate fluctuations could
adversely affect our business, results of operations, cash flows and financial condition. In Fiscals 2025, 2024 and 2023,
our purchases in foreign currencies were ₹1,152.77 million, ₹1,134.60 million and ₹1,385.90 million, respectively,
constituting 54.72%, 92.22% and 81.17%, respectively, of our total purchases” on page 32.
Other price risk
383We are not exposed to any significant equity price risks arising from equity investments, as at March 31, 2025, March 31,
2024 and March 31, 2023. Our equity investments are held for strategic rather than trading purposes and we do not actively
trade these investments.
Other Qualitative Factors
Recent Accounting Changes
There have been no changes in the accounting policies of the Company during the last three Fiscals.
Unusual or infrequent events of transactions
Other than as described below and elsewhere in this Red Herring Prospectus, to our knowledge, there have been no other
events or transactions that, may be described as “unusual” or “infrequent” and which materially affect or are likely to affect
our revenue from operations.
Known trends or uncertainties
Our business has been affected and we expect will continue to be affected by the trends identified above in “—Significant
Factors Affecting Our Financial Condition and Results of Operations” and the uncertainties described in “Risk Factors”
on pages 352 and 30, respectively. To our knowledge, except as described or anticipated in this Red Herring Prospectus,
there are no known factors which we expect will materially and adversely affect our revenue from operations.
Future relationship between cost and income
Other than as described in this Red Herring Prospectus, to the knowledge of our management, there are no known factors
that might affect the future relationship between costs and revenues.
New products or business segments
Other than as described in “Our Business” beginning on page 178, there are no plans to introduce any new products or
business segments in the near future which are likely to materially affect our revenue from operations or profitability.
Significant dependence on a single or few distributors
While we have a wide distribution network, a significant portion of our revenue from operations are derived from certain
key distributors. See “Risk Factors—5—We depend on our top 30 distributors who contributed, in aggregate, to
57.44%,49.66%, and 45.38% of our revenue from operations in Fiscals 2025, 2024 and 2023, respectively. Any non-
performance by our distributors or a decrease in the revenue we earn from our distributors could adversely affect our
business, results of operations, cash flows and financial condition” on page 34.
Significant dependence on a single or few contract manufacturers
While we aim to build a diversified base of contract manufacturers, a significant portion of our products are procured from
one key contract manufacturer, and we are dependent on certain key contract manufacturers for the supply of our products.
See “Risk Factors—3—We are materially dependent on our largest contract manufacturer for manufacturing of our
products. In Fiscals 2025, 2024 and 2023, the total value of products purchased from our top contract manufacturer
constituted 24.03 %, 70.56%, and 56.18%, respectively. Loss of our top contract manufacturer could materially and
adversely affect our business, results of operations and financial condition.” on page 32.
Competition
For information on our competitive conditions and our competitors, see “Risk Factors—23—We operate in a highly
competitive industry and our failure to compete in the competitive Decorative Wall Panel and Decorative Laminates
industries could adversely affect our business, results of operations, cash flows and financial condition”, “Industry
Overview—Overview of the Decorative Laminates Industry in India—Key Growth Drivers and Opportunities” and “Our
Business—Competition” on pages 46, 161 and 204, respectively.
Seasonality of business
We do not face any major seasonality in our business and operations.
Statutory Auditors’ Qualifications or Observations
384There are no audit qualifications in the reports with respect to our audited financial statements as at and for the financial
years ended March 31, 2025, March 31, 2024 and March 31, 2023 that have not been given effect to in the Restated
Consolidated Financial Information.
Significant Developments after March 31, 2025 that may affect our future results of operations
Except as disclosed below and as disclosed elsewhere in this Red Herring Prospectus, to our knowledge, no circumstances
have arisen since March 31, 2025 that materially and adversely affect, or are likely to affect, our operations, trading or
profitability, or the value of our assets or our ability to pay our liabilities within the next 12 months.
The Company’s share in its Subsidiary Euro Pratik C Corp, Inc. has been increased from 78.95% to 84.00% on account of
subscription to the fresh issue of shares issued by the Subsidiary, Euro Pratik C Corp, Inc after the period ended March 31,
2025.
On April 26, 2025, the Company’s godown located at building No. M, Swagat Complex, Phase-2, Rahanal Village,
Bhiwandi, Maharashtra having inventories of ₹335.94 million and carrying value of plant, property and equipment of ₹1.08
million, was severely damaged by fire. This event has been intimated to the insurance company. The Company has filed
the claim of ₹321.68 million with the insurance company. The Company has debited input tax credit under GST on the
loss of inventory amount to ₹60.25 million to profit and loss account. Further, considering the nature of business and
financial position of the Company, this incident will not have material impact on the going concern of the Company.
385SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as stated below, there are no outstanding (i) criminal proceedings (including matters which are at the FIR stage where no
cognizance has been taken by any court), (ii) actions taken by statutory or regulatory authorities, involving our Company, our
Subsidiaries, our Promoters and our Directors (“Relevant Parties”) and its key managerial personnel and its members of senior
management (together, the “Company Personnel”) and (iii) claims related to direct or indirect taxation matters, (iv) litigation
proceedings (including arbitration or other civil proceedings) that are otherwise material, in each case, involving the Relevant Parties
and; (v) disciplinary actions including penalty imposed by the SEBI or stock exchanges against our Promoters in the last five Fiscals
including any outstanding action.
For the purpose of identification of material litigation in (iii) and (iv) above, our Board has considered and adopted the following policy
on materiality with regard to outstanding litigation involving the Relevant Parties to be disclosed by our Company in this Red Herring
Prospectus pursuant to their resolution dated August 21, 2025:
All outstanding litigation or arbitration proceedings, involving the Relevant Parties (other than criminal proceedings or actions taken
by statutory or regulatory authorities) shall be disclosed:
(a) if the value or expected impact in terms of value by or against the entity or person in any such pending proceeding exceeds the
lower of the following (i) 2% of the turnover, as per the last annual restated consolidated financial statements of the Company; (ii)
2% of the net worth, as per the last annual restated consolidated financial statements of the Company, except in case the arithmetic
value of the net worth is negative; or (iii) 5% of the average of the absolute value of the profit or loss after tax, as per the last three
annual restated consolidated financial statements of the Company being ₹33.15 million (i.e., lower of: (i) ₹56.85 million, being 2%
of the turnover of the Company; (ii) ₹46.90 million, being 2% of the net worth of the Company, each as per the last annual restated
consolidated financial statements of the Company; and (iii) ₹33.15 million, being 5% of the average of the absolute value of the
profit or loss after tax, as per the last three annual restated consolidated financial statements of the Company) (“Materiality
Amount”); or
(b) where the monetary liability is not quantifiable for any other outstanding litigation or arbitration proceedings, but the outcome of
any such pending proceedings may have a material bearing on the business, operations, performance, prospects or reputation of
the Company or where a decision in one case is likely to affect the decision in similar cases even though the amount involved in the
individual cases may not exceed the Materiality Amount.
In the event any tax matters involve an amount exceeding the Material Amount in relation to each of the Relevant Party, individual
disclosures of such tax matters will be included.
Pre-litigation notices received by the Relevant Parties from third parties (excluding notices from governmental, statutory, regulatory,
judicial, quasi-judicial, tax authorities or notices threatening criminal action) shall not be evaluated for materiality until the Relevant
Parties are impleaded as defendants or respondents in proceedings before any judicial forum, arbitrator, tribunal or governmental
authority.
Further, since there is no group company of our Company in terms of the SEBI ICDR Regulations, there are no litigation involving any
group company which may have a material impact on our Company.
Further, pursuant to a Board resolution dated January 1, 2025, our Board has considered and adopted a policy on materiality for the
purpose of disclosure of material creditors in this Red Herring Prospectus according to which all creditors of our Company to whom
the amount due from our Company exceeds 5% of the total trade payables of the Company as per the latest Restated Consolidated
Financial Information disclosed in this Red Herring Prospectus are material creditors (i.e., 5% of ₹78.90 million, which is ₹3.95 million
based on the Restated Consolidated Financial Information as at March 31, 2025).
Further, for outstanding dues to any party which is a micro, small or a medium enterprise (“MSME”), the disclosure will be based on
information available with our Company regarding status of the creditor as defined under Section 2 of the Micro, Small and Medium
Enterprises Development Act, 2006, as amended, as has been relied upon by the Joint Statutory Auditors.
Unless otherwise specified, the terms defined in the description of a particular litigation matter pertain to such matter only. Unless
otherwise specified, the information provided below is as at the date of this Red Herring Prospectus.
I. Litigation involving our Company
(a) Criminal proceedings involving our Company
(i) Criminal proceedings against our Company
As at the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated against our
Company:
(ii) Criminal proceedings by our Company
As at the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated by our
Company other than as disclosed below:
3861. Our Company has filed a complaint in April, 2023 against M/s Patil Container Lines Private Limited
(“Accused Company”) and Santosh Shripati Patil (“Accused Person”) before the Court of the Metropolitan
Magistrate Court, Andheri, Mumbai, Maharashtra under Section 200 of the Criminal Procedure Code, 1973
read with Sections 138 and 141 of the Negotiable Instruments Act, 1881 in relation to dishonour of a cheque
issued by the Accused Person as an authorized signatory of the Accused Company, amounting to ₹0.61
million towards discharge of debt owed to our Company under a loan agreement entered into by the Accused
Company with our Company. The matter is currently pending. The next date of hearing is November 20,
2025.
(iii) Other matters
1. Our Company received a notice dated October 1, 2024 (“Notice”) under section 160 of the Criminal
Procedure Code, 1973 from West Region Cyber Police Station, Crime Branch, Criminal Investigation
Department, Mumbai (the “Relevant Authority”) in relation to an FIR registered under provisions of the
Indian Penal Code, 1860. While our Company is not a party to the FIR, our Company was directed to be
present in the office of the Relevant Authority within five days from receipt of the Notice, as a witness, along
with certain documents in relation to Company’s dealings with Omkar Andh Apang Samajik Sanstha
(“Dealings”). Our Company filed a reply to the Notice on October 6, 2024 submitting that the Dealings were
donations as part of the Company’s corporate social responsibility activities. Our Company has not received
any further communication from the Relevant Authority in this regard.
(b) Actions and proceedings initiated by statutory/regulatory authorities involving our Company
As at the date of this Red Herring Prospectus, there are no outstanding actions and proceedings initiated by
statutory/regulatory authorities involving our Company.
(c) Material civil litigation against our Company
As at the date of this Red Herring Prospectus, there are no outstanding material civil proceedings initiated against
our Company.
(d) Material civil litigation by our Company
As at the date of this Red Herring Prospectus, there are no outstanding material civil proceedings initiated by our
Company other than as disclosed below:
1. Our Company and one of our Promoters and Executive Director and Chief Financial Officer, Jai Gunvantraj
Singhvi (together, the “Plaintiffs”) have filed a commercial intellectual property suit dated July 29, 2023
before the High Court of Bombay against R.J. Enterprises (“Defendant”) in relation to an alleged
unauthorised and illegal infringement by the Defendant of registered design number 332199-001 and
registered design number 320821-002 (“Registered Designs”) and passing off the same under the
Defendant’s name which are registered in the name of one of our Promoters and Executive Director and
Chief Financial Officer, Jai Gunvantraj Singhvi and exclusive rights over such design by way of license
agreements between our Company and Jai Gunvantraj Singhvi dated September 23, 2020 and May 18, 2023.
The Plaintiffs have prayed for, among others, (i) an order of injunction against the Defendants from
pirating/infringing Plaintiff’s Registered Designs; (ii) a perpetual order of injunction against marketing
and/or selling wall panels bearing the shape, configuration and design of the Registered Designs; (iii)
damages of ₹50.00 million as damages for acts of infringement and passing off; and (iv) destruction of all
products imitating the impugned designs along with the catalogues, labels and such other documents bearing
the impugned designs. In this regard, the Plaintiffs also filed an interim application on July 29, 2023 -
(“Interim Application”) alleging that several of the Plaintiffs’ registered designs, along with barely
distinguishable variations were being produced and marketed by the Defendant and have prayed, among
others, to pass (i) an order of interim injunction restraining Defendant, its dealers, its stockists, distributors,
agents, etc. from infringing or pirating the Plaintiffs’ designs of the wall panels; and (ii) an order of interim
injunction restraining Defendant, its dealers, its stockists, distributors, agents, etc. from manufacturing,
selling, marketing, retailing, exporting, distributing, trading, exhibiting, or advertising Plaintiffs’ registered
wall panels or any identical or distinguishable wall panel. Thereafter, the Defendant has filed a reply on
August 21, 2023 to the Interim Application denying the allegations made by the Plaintiffs. The matter is
currently pending.
2. Our Company and one of our Promoters and Executive Director and Chief Financial Officer, Jai Gunvantraj
Singhvi (together, the “Plaintiffs”) have filed a commercial intellectual property suit before the High Court
of Bombay against Bombay Decoratives (“Defendant”) in relation to an alleged infringement by the
387Defendant of registered design number 323294-001, 332199-001 and 320821-002 (“Registered Designs”)
and passing off the same under the Defendant’s name which are registered in the name of one of our
Promoters and Executive Director and Chief Financial Officer, Jai Gunvantraj Singhvi and exclusive rights
over such design by way of license agreements between our Company and Jai Gunvantraj Singhvi dated
September 23, 2020, March 4, 2021 and May 18, 2023. The Plaintiffs have prayed for, among others, (i) an
order of injunction against the Defendants from pirating/infringing Plaintiff’s Registered Designs; (ii) a
perpetual order of injunction against marketing and/or selling wall panels bearing the shape, configuration
and design of the Registered Designs; (iii) damages of ₹50.00 million as damages for acts of infringement
and passing off; and (iv) destruction of all products imitating the impugned designs along with the catalogues,
labels and such other documents bearing the impugned designs. In this regard, the Plaintiffs also filed an
interim application on June 9, 2023 (“Interim Application”) alleging that Plaintiffs’ registered designs
bearing nos. 323294-001, 332199-001 and 320821-002, along with barely distinguishable variations, were
being produced and marketed by the Defendant and have prayed, among others, to pass (i) an order of interim
injunction restraining Defendant, its dealers, its stockists, distributors, agents, etc. from infringing or pirating
the Plaintiffs’ designs of the wall panels; and (ii) an order of interim injunction restraining Defendant, its
dealers, its stockists, distributors, agents, etc. from manufacturing, selling, marketing, retailing, exporting,
distributing, trading, exhibiting, or advertising Plaintiffs’ registered wall panels or any identical or
distinguishable wall panel. Pursuant to this, an order was passed by the High Court of Bombay on July 24,
2023 (the “Order”) by which the reliefs sought by the Plaintiffs in the Interim Application was granted.
Thereafter, the Defendant has filed an interim application on August 8, 2023 and has prayed to set aside the
Order. The matter is currently pending.
II. Litigation involving our Subsidiaries
(a) Criminal proceedings against our Subsidiaries
As at the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated against our
Subsidiaries.
(b) Criminal proceedings by our Subsidiaries
As at the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated by any of
our Subsidiaries.
(c) Actions and proceedings initiated by statutory/regulatory authorities involving our Subsidiaries
As at the date of this Red Herring Prospectus, there are no outstanding actions or proceedings initiated by
statutory/regulatory authorities involving our Subsidiaries.
(d) Material civil litigation against our Subsidiaries
As at the date of this Red Herring Prospectus, there are no outstanding material civil proceedings initiated against
any of our Subsidiaries.
(e) Material civil litigation by our Subsidiaries
As at the date of this Red Herring Prospectus, there are no outstanding material civil proceedings initiated by any
of our Subsidiaries.
III. Litigation involving our Directors
(a) Criminal proceedings against our Directors
As at the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated against our
Directors.
(b) Criminal proceedings by our Directors
As at the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated by any of
our Directors.
(c) Actions and proceedings initiated by statutory/regulatory authorities involving our Directors
As at the date of this Red Herring Prospectus, there are no outstanding actions or proceedings initiated by
statutory/regulatory authorities involving any of our Directors.
388(d) Material civil litigation against our Directors
As at the date of this Red Herring Prospectus, there are no outstanding material civil proceedings initiated against
any of our Directors.
(e) Material civil litigation by our Directors
As at the date of this Red Herring Prospectus, other than as disclosed in “—Litigation involving our Company—
Material civil litigation by our Company” on page 387, there are no outstanding material civil proceedings
initiated by any of our Directors.
IV. Litigation involving our Promoters
(a) Criminal proceedings against our Promoters
As at the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated against any
of our Promoters.
(b) Criminal proceedings by our Promoters
As at the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated by any of
our Promoters.
(c) Actions and proceedings initiated by statutory/regulatory authorities involving our Promoters
As at the date of this Red Herring Prospectus, there are no outstanding actions or proceedings by
statutory/regulatory authorities involving any of our Promoters.
(d) Disciplinary actions including penalty imposed by the SEBI or stock exchanges against our Promoters in the last
five Fiscals including any outstanding action.
As at the date of this Red Herring Prospectus, there are no disciplinary actions imposed by SEBI or stock
exchanges against any of our Promoters in the last five Fiscals, other than as disclosed below.
Our Promoters, Pratik Gunvantraj Singhvi and Jai Gunvantraj Singhvi (the “Acquirers”) received a warning letter
from the SEBI on January 31, 2022 (the “SEBI Warning Letter”) in relation to delayed disclosures under the
SEBI Takeover Regulations. The SEBI Warning Letter stated that the inter-se transfer of equity shares of Pratik
Panels Limited between seven sellers and the Acquirers (the “Inter-se Transfers”) in Fiscal 2013 were in
violation of Regulations 10(5), 10(6), 10(7) and 29(2) of the SEBI Takeover Regulations. The SEBI noted that
the delay in disclosure in relation to the change in shareholding had deprived the shareholders of Pratik Panels
Limited of material information. Our Promoters, Pratik Gunvantraj Singhvi and Jai Gunvantraj Singhvi, were
advised by SEBI to exercise caution with respect to disclosures and filings under the SEBI Takeover Regulations.
Also see “Risk Factors—7—Our Promoters, Jai Gunvantraj Singhvi and Pratik Gunvantraj Singhvi, have in the
past received an administrative warning from the SEBI. Such proceedings, or any further regulatory actions
against our Promoters, could adversely affect our and our Promoter’s reputation or divert the time and attention
of our management and, accordingly, may adversely affect our business and results of operations” on page 36.
(e) Material civil litigation against our Promoters
As at the date of this Red Herring Prospectus, there are no outstanding material civil proceedings initiated against
any of our Promoters.
(f) Material civil litigation by our Promoters
As at the date of this Red Herring Prospectus, other than as disclosed in “—Litigation involving our Company—
Material civil litigation by our Company” on page 387, there are no outstanding material civil proceedings
initiated by any of our Promoters.
V. Litigation involving our Key Managerial Personnel
(a) Criminal proceedings against our Key Managerial Personnel
As at the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated against any
of our Key Managerial Personnel.
389(b) Criminal proceedings by our Key Managerial Personnel
As at the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated by any of
our Key Managerial Personnel.
(c) Actions and proceedings initiated by statutory/ regulatory authorities against our Key Managerial Personnel
As at the date of this Red Herring Prospectus, there are no outstanding actions or proceedings by statutory/
regulatory authorities involving any of our Key Managerial Personnel.
VI. Litigation involving our Senior Management
(a) Criminal proceedings against members of our Senior Management
Except as disclosed below, as at the date of this Red Herring Prospectus, there are no outstanding criminal
proceedings initiated against members of our Senior Management.
Bhavanji Kanji Vora (“Complainant”) has filed a complaint under Sections 500, 504 and 34 of the IPC in the
court of the Metropolitan Magistrate at Vikhroli, Mumbai, Maharashtra (“Complaint”) against Alpesh
Vinaychandra Sangoi, our Company’s Finance Controller and a member of our Senior Management and certain
other persons. (collectively, “Accused”) The Complainant and the Accused, together, are associated with the
Karaghoga Mumbai Mahajan Trust in various capacities, with Alpesh Vinaychandra Sangoi being associated as a
trustee and joint treasurer. The Complainant alleges that the Accused, with dishonest intention, replied to a letter
that he sent with defamatory words and also insulted him on a private messaging groups made for the purpose of
the trust. A written complaint was submitted by the Complainant to the Commissioner of Police and Cyber Crime,
Bandra Kurla branch dated April 1, 2022, however, the Complainant alleges that neither any legal action was
taken pursuant to said written complaint and nor was his statement recorded. Therefore, the Complainant filed the
Complaint. The matter is currently pending.
(b) Criminal proceedings by members of our Senior Management
As at the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated by members
of our Senior Management.
(c) Actions and proceedings initiated by statutory/ regulatory authorities against members of our Senior Management
As at the date of this Red Herring Prospectus, there are no outstanding actions or proceedings by statutory/
regulatory authorities involving any members of our Senior Management.
VII. Tax Proceedings involving our Company, Subsidiaries, Directors and Promoters
Details of outstanding tax proceedings involving our Company, Subsidiaries, Directors and Promoters as at the
date of this Red Herring Prospectus are set forth below.
Nature of Proceedings Number of Proceedings Amount involved *
(₹ million)
Direct Tax
Company Nil Nil
Subsidiaries Nil Nil
Directors** 2 2.47
Promoters 2 0.47
Sub-Total (A) 4 2.94
Indirect Tax
Company Nil Nil
Subsidiaries Nil Nil
Directors** Nil Nil
Promoters Nil Nil
Sub-Total (B) Nil Nil
TOTAL (A+B) 4 2.94
________
* To the extent quantifiable
390** Does not include Promoters who are Directors
VIII. Outstanding Dues to Creditors
In accordance with the SEBI ICDR Regulations, our Company, pursuant to a resolution dated January 1, 2025 of
our Board, considers all creditors to whom the amount due by our Company exceeds 5% of the total trade payables
as at the date of the latest statement of assets and liabilities included in the Restated Consolidated Financial
Information disclosed in this Red Herring Prospectus as material creditors (i.e., ₹3.95 million, which is 5.00% of
₹78.90 million based on the Restated Consolidated Financial Information as at March 31, 2025).
Details of outstanding dues owed to material creditors, MSME creditors and other creditors of our Company based
on such determination are set forth below.
Types of Creditors Number of Creditors Amount
(₹ million)
Dues to material creditors 6 63.79
Dues to MSME creditors 2 0.68
Dues to other creditors 16 14.43
Total 24 78.90
The details of the outstanding dues to our material creditors have been made available on the website of our
Company at www.europratik.com/investors. It is clarified that such details available on our website do not form
a part of this Red Herring Prospectus.
IX. Material Developments since the Last Balance Sheet
Other than as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations–Significant Developments after March 31, 2025 that may affect our future results of operations” on
page 385, in the opinion of our Board, no circumstances have arisen subsequent to March 31, 2025, being the date
of our last balance sheet as disclosed in this Red Herring Prospectus which materially and adversely affect, or are
likely to affect, our operations or profitability, or the value of our assets, or our ability to pay our liabilities within
the next 12 months.
X. Other Confirmations
Other than as disclosed in “—Litigation involving our Promoters—Actions and proceedings initiated by
statutory/regulatory authorities involving our Promoters” on page 389, as at the date of this Red Herring
Prospectus, there are no findings/observations of any of the inspections by SEBI or any other regulator which are
material and which needs to be disclosed or non-disclosure of which may have bearing on the investment decision.
391GOVERNMENT AND OTHER APPROVALS
We have set forth below a list of material approvals, consents, licenses and permissions from various governmental and
regulatory authorities required to be obtained by our Company and our Material Subsidiary which are considered material
and necessary for the purpose of undertaking our business activities and operations (such approvals, the “Material
Approvals”). While our Company and our Material Subsidiary has obtained all Material Approvals from various
governmental and regulatory authorities, required for the purpose of undertaking our business activities and operations,
certain of our Material Approvals may lapse in their normal course. Unless otherwise stated, Material Approvals as set
out below, are valid as at date of this Red Herring Prospectus.
For details of risk associated with not obtaining or delay in obtaining the requisite approvals, see “Risk Factors—39—We
may be unable to obtain or renew approvals, licenses, registrations and permits to operate our business in a timely manner,
or at all” on page 58. For further details in connection with the regulatory and legal framework within which we operate,
see “Key Regulations and Policies in India” on page 213.
I. Approvals in relation to the Offer
For details in relation to the approvals and authorizations in relation to the Offer, see “Other Regulatory and
Statutory Disclosures—Authority for the Offer” on page 396.
II. Approvals in relation to our Company and our Material Subsidiary
(a) Corporate approvals
1. Certificate of incorporation of our Company dated January 19, 2010 issued by the RoC.
2. Fresh certificate of incorporation of our Company dated May 2, 2017 issued by the RoC pursuant to the
change of our name from Better Life Mission Multitrade Private Limited to Euro Pratik Sales Private Limited.
3. Fresh certificate of incorporation of our Company dated October 11, 2024 issued by the Registrar of
Companies, Central Processing Centre upon conversion to a public limited company.
4. The corporate identity number of our Company is U74110MH2010PLC199072.
5. Certificate of incorporation of our Material Subsidiary dated June 2, 2024 issued by the Registrar of
Companies, Central Registration Centre.
6. The corporate identity number of our Material Subsidiary is U74102MH2024PTC427091.
(b) Tax Registrations
1. The permanent account number of our Company is AADCB9562A, issued by the Income Tax Department,
Government of India.
2. The tax deduction number of our Company is MUME11763D, issued by the Income Tax Department,
Government of India.
3. The tax deduction number of our Company (Lamage Decor division) is MUML14861A, issued by the Income
Tax Department, Government of India.
4. The tax deduction number of our Company’s (Millenium Decor division) is MUMM68993B, issued by the
Income Tax Department, Government of India.
5. The goods and services tax registration number of our Company (Maharashtra) is 27AADCB9562A1ZT.
6. The goods and services tax registration (ISD) number of our Company (Maharashtra) is
27AADCB9562A4ZQ.
7. The goods and services tax registration number of our Company (Karnataka) is 29AADCB9562A1ZP.
8. The goods and services tax registration number of our Company (New Delhi) is 07AADCB9562A1ZV.
9. The goods and services tax registration number of our Company (Telangana) is 36AADCB9562A1ZU.
10. The goods and services tax registration number of our Company (Lamage Decor division) is
27AADCB9562A3ZR.
39211. The goods and services tax registration number of our Company (Millenium Decor division) is
27AADCB9562A2ZS.
12. The permanent account number of our Material Subsidiary is AALCG3171A, issued by the Income Tax
Department, Government of India.
13. The tax deduction number of our Material Subsidiary is MUMG27070B, issued by the Income Tax
Department, Government of India.
14. The goods and services tax registration number of our Material Subsidiary is 27AALCG3171A1ZV.
III. Approvals in Relation to the business operations of our Company and our Material Subsidiary
(a) Our Company is required to obtain approvals in relation to the following:
1. The registration number obtained under Maharashtra Shops and Establishments Act, 1948 is 820378162.
2. The Udyam registration number of the Company is UDYAM-MH-18-0093108 issued by Ministry of Micro
Small and Medium Enterprises, Government of India.
3. The importer exporter code of the Company is 0317532618, issued by Directorate General of Foreign
Trade, Ministry of Commerce and Industry, Government of India.
4. Legal entity identifier issued by the LEI Register India Private Limited bearing number
335800F576OLERD8GA88 valid until June 26, 2028.
5. Certificate of registration as an importer under Rule 27 of Legal Metrology (Packaged Commodities) Rules,
2011 bearing number GOI/MH/2024/4116 issued by Ministry of Consumer Affairs, Food and Public
Distribution, Government of India.
6. Certificate of registration for importer under the Plastic Waste Management Rules, 2016 bearing number
IM-29-000-11-AADCB9562A-23 issued by Central Pollution Control Board, Ministry of Environment,
Forest and Climate Change, Government of India.
(b) Our Material Subsidiary is required to obtain approvals in relation to the following:
1. The registration number obtained under Maharashtra Shops and Establishments Act, 1948 is 820364676.
2. The importer exporter code of the Material Subsidiary is AALCG3171A, issued by Directorate General of
Foreign Trade, Ministry of Commerce and Industry, Government of India.
3. Certificate of registration as an imported under Rule 27 of Legal Metrology (Packaged Commodities)
Rules, 2011 bearing number GOI/MH/2024/5328 issued by Ministry of Consumer Affairs, Food and Public
Distribution, Government of India.
(c) Approvals under labour and employment laws
Our Company and Material Subsidiary are required to obtain the following approvals labour and employment
laws:
1. Registrations under the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952;
2. Registrations under the Employees’ State Insurance Act, 1948; and
3. Registrations under the Maharashtra State Tax on Professions, Trades, Callings and Employments Act,
1975.
IV. Material approvals or renewals applied for but not received
Nil
V. Material approvals expired and renewals yet to be applied for
Nil
VI. Material approvals required but yet to be obtained or applied for
Nil
393VII. Intellectual Property
For details in relation to intellectual property of our Company and our Material Subsidiary, see “Our
Business―Intellectual Property” and “History and Certain Corporate Matters—Material Agreements” on pages
204 and 225, respectively. Also see “Risk Factors―19—We do not have any intellectual property protection for
a majority of the designs used in our products. Any failure to protect and use our designs and other intellectual
property rights could adversely affect our competitive position, business, financial condition and results of
operations” on page 43.
394OUR GROUP COMPANIES
In terms of the SEBI ICDR Regulations, the term ‘group companies’, includes (i) such companies (other than the
subsidiary(ies) of the issuer company) with which the issuer company had related party transactions, during the period for
which financial information will be disclosed in the offer documents, as covered under the applicable accounting standards
and (ii) any other companies considered ‘material’ by the board of directors of the relevant issuer company.
Accordingly, for (i) above, all such companies with which there were related party transactions during the periods covered
in the Restated Consolidated Financial Information, as covered under the applicable accounting standards, shall be
considered as group companies in terms of the SEBI ICDR Regulations.
In addition, for the purposes of (ii) above, a company (other than companies categorized under (i) above) a company shall
be considered “material” and will be disclosed as a “group company” if such company forms part of the promoter group
in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations and with which the Company has had one or more
transactions in the most recent financial year or the relevant stub period, as applicable, which individually or in the
aggregate, exceed ₹284.23 million, i.e., 10% of the revenue from operations of the Company for the last completed fiscal
year as applicable, as per the Restated Consolidated Financial Information. In terms of the SEBI ICDR Regulations and
pursuant to the resolution adopted by our Board at its meeting held on January 1, 2025, our Company identified group
companies including companies with which there were related party transactions as per the Restated Consolidated Financial
Information included in this Red Herring Prospectus and such other companies as considered material by the Board.
Based on the above, as at the date of this Red Herring Prospectus, our Company does not have any group company.
395OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
Our Board has approved the Offer pursuant to a resolution dated December 13, 2024. The Draft Red Herring Prospectus
has been approved by our Board pursuant to the resolution dated January 20, 2025. This Red Herring Prospectus has been
approved by our Board pursuant to the resolution dated September 5, 2025.
The Offer for Sale has been authorized, severally and not jointly, by the Selling Shareholders as disclosed in “The Offer”
beginning on page 72.
Our Board has taken on record the participation of Selling Shareholders in the Offer for Sale, pursuant to a resolution dated
August 22, 2025.
The Equity Shares being offered by the Selling Shareholders in the Offer for Sale have been held by them for a period of
at least one year prior to the filing of the Draft Red Herring Prospectus and this Red Herring Prospectus with SEBI,
calculated in the manner as set out under Regulation 8 of the SEBI ICDR Regulations and are eligible for being offered in
the Offer for Sale.
The Equity Shares proposed to be offered by the Selling Shareholders in the Offer for Sale are free from any lien,
encumbrance, transfer restrictions or third-party rights:
Our Company has received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares pursuant
to letters, each dated April 3, 2025, respectively.
Prohibition by the SEBI or other Governmental Authorities
Our Company, the Promoters, members of Promoter Group, the Selling Shareholders and our Directors are not prohibited
from accessing the capital market or debarred from buying, selling or dealing in securities under any order or direction
passed by the SEBI or any securities market regulator in any other jurisdiction or any other authority/court.
None of the companies with which our Promoters and Directors are associated as promoters, directors or persons in control
have been debarred from accessing capital markets by the SEBI.
None of our Directors are associated with the securities market in any manner and no outstanding action has been initiated
against our Directors by SEBI in the five years preceding the date of this Red Herring Prospectus.
None of our Company or our Promoters or Directors have been identified as a Wilful Defaulter or Fraudulent Borrower.
There are no outstanding warrants, options or rights to convert debentures, loans or other instruments convertible into, or
which would entitle any person any option to receive Equity Shares, as at the date of this Red Herring Prospectus.
Confirmation under Companies (Significant Beneficial Owners) Rules, 2018
Our Company, Promoters, members of Promoter Group, Directors and each of the Selling Shareholders are in compliance
with the Companies (Significant Beneficial Owners) Rules, 2018, to the extent applicable, as at the date of this Red Herring
Prospectus.
Other confirmations
As at the date of this Red Herring Prospectus, there are no conflict of interest between the suppliers of raw materials and
third-party service providers (crucial for operations of the Company) and the Company, Promoters, Promoter Group, Key
Managerial Personnels, Directors, and Subsidiaries and its directors.
As at the date of this Red Herring Prospectus, except as disclosed in “Our Business—Our Property” on page 206, there are
no conflict of interest between the lessor of the immovable properties (crucial for operations of the Company) and the
Company, Promoters, Promoter Group, Key Managerial Personnels, Directors and Subsidiaries and its directors.
Eligibility for the Offer
Our Company is eligible for the Offer in accordance with Regulation 6(1) of the SEBI ICDR Regulations, as disclosed
below.
• Our Company has net tangible assets of at least ₹30 million, calculated on a restated and consolidated basis, in each
of the preceding three full years (of 12 months each) ended March 31, 2025, March 31, 2024, and March 31, 2023, of
396which not more than 50% are held in monetary assets.
• Our Company has an average operating profit of ₹150 million, calculated on a restated and consolidated basis, during
each of the preceding three years (of 12 months each ended March 31, 2025, March 31, 2024, and March 31, 2023,
with operating profit earned in each of these preceding three years.
• Our Company has a net worth of at least ₹10 million, in each of the preceding three full years (of 12 months each)
ended March 31, 2025, March 31, 2024, and March 31, 2023, calculated on a restated and consolidated basis; and
• Our Company has not changed its name in the immediately preceding year other than for deletion of the word “private”
consequent to the conversion from a private limited company to a public limited company.
Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible assets, operating
profit and net worth derived from the Restated Consolidated Financial Information included in this Red Herring Prospectus
as at, and for the three immediately preceding Financial Years are disclosed below.
Derived from the Restated Consolidated Financial Information
As at and for the period ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
(₹million)
Net tangible assets (A)(1) 2,324.02 1,550.87 1,292.81
Operating profit (B)(2) 974.93 771.54 762.74
Net worth (C)(3) 2,341.04 1,557.33 1,300.18
Monetary assets (D)(4) 139.71 104.55 62.60
Monetary assets as a percentage of the net
6.01 6.74 4.84
tangible assets (D)/(A)(5)
________
Source: Restated consolidated statement of assets and liabilities and restated consolidated statement of profit and loss of our Company
as included in this Red Herring Prospectus under the section “Restated Consolidated Financial Information”.
(1) Net tangible assets means the sum of all net assets of the Company excluding intangible assets (as per IND-AS- 38), defined under
the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian
Accounting Standards) Rules, 2015.
(2) Operating profit of the Company, on a restated basis, has been calculated as net profit before tax and exceptional items and finance
costs of the Company.
(3) Net worth of the Company means the aggregate value of the paid-up share capital and all reserves created out of the profits and
securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the
accumulated losses, miscellaneous expenditure not written off, as per restated balance sheet, but does not include reserves created
out of revaluation of assets, capital reserves on account of amalgamation, write-back of depreciation as at period/year end, as per
Restated Consolidated Financial Information.
(4) Monetary assets means cash in hand, balance with bank in current and deposit account (net of bank deposits with maturity of more
than 3 months not considered as cash and cash equivalent).
(5) Monetary assets, on a restated basis, as a percentage of the net tangible assets means monetary assets, as restated, divided by net
tangible assets, as restated, expressed as a percentage.
We are currently eligible to undertake the Offer as per Rule 19(2)(b) of the SCRR read with Regulations 6(1) of the SEBI
ICDR Regulations.
Our Company has operating profit in each of the Financial Years 2025, 2024 and 2023 as per the Restated Consolidated
Financial Information. Our average restated operating profit attributable to Parent (Euro Pratik Group) for Financial Years
2025, 2024 and 2023 is ₹836.40 million.
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company and each of the Selling
Shareholders shall ensure that the number of prospective Allottees to whom the Equity Shares will be Allotted shall not be
less than 1,000, failing which the entire application monies shall be refunded in accordance with the SEBI ICDR
Regulations and timelines specified under other applicable laws. None of the Selling Shareholders shall be liable to
reimburse our Company for any interest paid by it on behalf of the Selling Shareholders on account of any delay with
respect to Allotment of the respective portion of the Offered Shares offered by such Selling Shareholder in the Offer for
Sale, or otherwise, unless such delay is solely accountable to such Selling Shareholder.
Our Company is in compliance with conditions specified in Regulations 5 and 7(1) of the SEBI ICDR Regulations to the
extent applicable and will ensure compliance with Regulation 7(2) of the SEBI ICDR Regulations.
397(a) None of our Company, our Promoters, members of our Promoter Group, the Selling Shareholders or our Directors
are debarred from accessing the capital markets by the SEBI;
(b) None of our Promoters or Directors are promoters or directors of companies which are debarred from accessing the
capital markets by the SEBI;
(c) Neither our Company nor our Promoters or Directors are categorised as a Wilful Defaulter or a Fraudulent
Borrower;
(d) Neither our Promoters nor our Directors have 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 our Company as at the date of filing of this Red Herring Prospectus;
(f) Our Company, along with the Registrar to the Offer, has entered into tripartite agreements dated October 16, 2024
and October 24, 2024 with NSDL and CDSL, respectively, for dematerialization of the Equity Shares;
(g) The Equity Shares of our Company held by our Promoters are in dematerialised form;
(h) The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as at the date of filing of this Red
Herring Prospectus; and
(i) 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.
Disclaimer Clause of SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING
PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED TO MEAN 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 OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE
STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING PROSPECTUS. THE
BOOK RUNNING LEAD MANAGERS, BEING AXIS CAPITAL LIMITED AND DAM CAPITAL ADVISORS
LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT 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 FACILITATE INVESTORS TO TAKE AN INFORMED
DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS AND THE SELLING SHAREHOLDERS
ARE, SEVERALLY AND NOT JOINTLY, RESPONSIBLE ONLY FOR THE STATEMENTS SPECIFICALLY
CONFIRMED OR UNDERTAKEN BY THEM IN THE DRAFT RED HERRING PROSPECTUS IN RELATION
TO THEMSELVES FOR THE RESPECTIVE PORTION OF THE EQUITY SHARES BEING OFFERED BY
THEM IN THE OFFER FOR SALE, THE BOOK RUNNING LEAD MANAGERS ARE EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY AND THE SELLING SHAREHOLDERS
DISCHARGE THEIR RESPECTIVE RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND
TOWARDS THIS PURPOSE, THE BRLMS, BEING AXIS CAPITAL LIMITED AND DAM CAPITAL
ADVISORS LIMITED, HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED JANUARY
20, 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 THE DRAFT RED HERRING PROSPECTUS AND 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 OR OTHER
CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER. SEBI FURTHER
RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD
MANAGERS ANY IRREGULARITIES OR LAPSES IN THIS RED HERRING PROSPECTUS.
398All applicable legal requirements pertaining to the Offer have been complied with at the time of filing of this Red Herring
Prospectus with the RoC in terms of Section 32 of the Companies Act, 2013. All legal requirements pertaining to the Offer
will be complied with at the time of filing of the Prospectus with the RoC in terms of Sections 26, 32, 33(1) and 33(2) of
the Companies Act, 2013.
Caution - from our Company, Promoters, our Directors and the BRLMs
All information, to the extent required in relation to the Offer, shall be made available by our Company, the Selling
Shareholders and the BRLMs to the public and investors at large and no selective or additional information would be made
available by our Company, the Selling Shareholders and the BRLMs for a section of the investors in any manner whatsoever
including at road show presentations, in research or sales reports, at Bidding Centers or elsewhere.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters, the BRLMs
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 BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage in transactions
with, and perform services for, our Company, the Promoters, Promoter Group, and the Selling Shareholders, and their
respective directors and officers, affiliates, 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, the Promoter,
the Promoter Group, and the Selling Shareholders, and their respective directors and officers, affiliates, associates or third
parties, for which they have received, and may in the future receive, compensation.
Neither the delivery of this Red Herring Prospectus nor the offer of the Offered Shares shall, under any circumstances,
create any implication that there has been no change in the affairs of our Company since the date of this Red Herring
Prospectus or that the information contained herein is correct as at any time subsequent to this date.
Disclaimer from the Selling Shareholders
The Selling Shareholders 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.europratik.com, or the respective websites of any affiliate
of our Company or the Selling Shareholders would be doing so at his or her own risk. Each Selling Shareholder, its
directors, affiliates, associates, and officers accept no responsibility for any statements made in this Red Herring Prospectus
other than those specifically made or confirmed by such Selling Shareholder in relation to itself as a Selling Shareholder
or its Offered Shares.
Bidders will be required to confirm and will be deemed to have represented to each Selling Shareholder and its 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 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 Selling Shareholders and its respective directors, officers, agents, affiliates, and representatives accept no responsibility
or liability for advising any investor on whether such investor is eligible to acquire the Equity Shares.
Disclaimer in Respect of Jurisdiction
Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Mumbai, Maharashtra only.
Bidders eligible under Indian law to participate in the Offer
The Offer 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 authorised 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 with a minimum corpus of ₹250 million (subject
to applicable law) and pension funds (registered with the Pension Fund Regulatory and Development Authority established
under Section 3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, subject to applicable laws, with
minimum corpus of ₹250 million), National Investment Fund, 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 registered with
399the Insurance Regulatory and Development Authority of 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 to Equity Shares offered hereby, in any jurisdiction to any person
to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Red
Herring Prospectus comes is required to inform him or herself about, and to observe, any such restrictions.
Bidders are advised to ensure that any Bid from them should not exceed investment limits or the maximum number of
Equity Shares that could be held by them under Applicable Law.
Selling and Transfer Restrictions
Invitations to subscribe to or purchase the Equity Shares offered in the Offer will be made only pursuant to this Red Herring
Prospectus if the recipient is in India or the preliminary offering memorandum for the Offer, which comprises this Red
Herring Prospectus and the preliminary international wrap for the Offer, if the recipient is outside India. No person outside
India is eligible to Bid for Equity Shares offered in the Offer unless that person has received the preliminary offering
memorandum for the Offer, which contains the selling restrictions for the Offer outside India.
The Equity Shares offered in the Offer have not been and will not be registered, listed or otherwise qualified in any
jurisdiction except India and may not be offered or sold to persons outside of India except in compliance with the applicable
laws of each such jurisdiction. In particular, the Equity Shares offered in the Offer have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the
United States and may not be offered or sold in 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. The Equity
Shares offered in the Offer are being offered and sold only outside the United States in “offshore transactions” as defined
in and in reliance on Regulation S under the U.S. Securities Act (“Regulation S”).
Each purchaser of the Equity Shares offered in the Offer who does not receive a copy of the preliminary offering
memorandum shall be deemed torepresent, warrant and acknowledge to and agree with our Company, the Selling
Shareholders and the Members of the Syndicate that:
• It was outside the United States (as defined in Regulation S) at the time the offer of the Equity Shares was made to it
and it was outside the United States (as defined in Regulation S) when its buy order for the Equity Shares was
originated.
• It did not purchase the Equity Shares as a result of any “directed selling efforts” (as defined in Regulation S).
• It bought the Equity Shares for investment purposes and not with a view to the distribution thereof. If in the future it
decides to resell or otherwise transfer any of the Equity Shares, it agrees that it will not offer, sell or otherwise transfer
the Equity Shares except in a transaction complying with Rule 903 or Rule 904 of Regulation S or pursuant to any
other available exemption from registration under the U.S. Securities Act.
• It will not sell or transfer any Equity Shares or any economic interest therein, including any offshore derivative
instruments, such as participatory notes, issued against the Equity Shares, other than in accordance with applicable
laws.
• If it acquired any of the Equity Shares as fiduciary or agent for one or more investor accounts, it has sole investment
discretion with respect to each such account and that it has full power to make the foregoing representations,
warranties, acknowledgements and agreements on behalf of each such account.
• If it acquired any of the Equity Shares for one or more managed accounts, that it was authorized in writing by each
such managed account to subscribe to the Equity Shares for each managed account and to make (and it hereby makes)
the representations, warranties, acknowledgements and agreements herein for and on behalf of each such account,
reading the reference to “it” to include such accounts.
• It agrees to indemnify and hold the Company, the Selling Shareholders and the Members of the Syndicate harmless
from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in
connection with any breach of these representations, warranties or agreements. It agrees that the indemnity set forth in
this paragraph shall survive the resale of the Equity Shares.
It acknowledges that our Company, the Selling Shareholders, the Members of the Syndicate and others will rely upon the
truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
Disclaimer clause of BSE
As required, a copy of the Draft Red Herring Prospectus was submitted to the BSE. The disclaimer clause as intimated by
BSE to our Company, post scrutiny of the Draft Red Herring Prospectus pursuant to its in-principle approval dated April
3, 2025 is as follows:.
400“BSE Limited (“the Exchange”) has given vide its letter dated April 3, 2025, permission to this Company to use the
Exchange’s name in this offer document as one of the stock exchanges on which the company’s securities are proposed to
be listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding on the matter of
granting the aforesaid permission to this Company. The Exchange does not in any manner: -
a. warrant, certify or endorse the correctness or completeness of any of the consents of this offer document; or
b. warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or
c. 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 acquire 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 the NSE
As required, a copy of the Draft Red Herring Prospectus was submitted to the NSE. The disclaimer clause as intimated by
NSE to our Company, post scrutiny of the Draft Red Herring Prospectus pursuant to its in-principle approval dated April
3, 2025 is as follows:
“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/5156 dated April 03, 2025, permission to the Issuer to
use the Exchange’s name in this Offer Document as one of the Stock Exchanges on which the 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 granting 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.”
Listing
The Equity Shares issued through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges.
Application will be made to the Stock Exchanges for obtaining permission for listing and trading of the Equity Shares.
NSE will be the Designated Stock Exchange with which the Basis of Allotment will be finalised.
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/ Offer Closing Date
or within such other period as may be prescribed. Each of the Selling Shareholder confirms that it shall extend reasonable
support and co-operation (to the extent of its portions of the Offered Shares) as required by law for the completion of the
necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within three
Working Days from the Bid/Offer Closing Date, or within such other period as may be prescribed.
If our Company does not Allot the Equity Shares within two Working Days from the Bid/Offer Closing Date or within
such timeline as prescribed by SEBI, all amounts received in the Public Offer Accounts will be transferred to the Refund
Account and it shall be utilised to repay, without interest, all monies received from Bidders, failing which interest shall be
due to be paid to the Bidders as prescribed under applicable law.
Other than (i) the listing fees and audit fees of statutory auditors (to the extent not attributable to the Offer); and (ii) expenses
in relation to product or corporate advertisements, i.e. any corporate advertisements consistent with past practices of our
Company (other than the expenses relating to marketing and advertisements undertaken in connection with the Offer)
which shall be solely borne by our Company, all costs, charges, fees and expenses directly related to, and incurred in
connection with the Offer shall be borne by each of the Selling Shareholders in proportion to their respective Offered
Shares, except as may be prescribed by the SEBI or any other regulatory authority. All outstanding amounts payable to the
401BRLMs in accordance with the terms of the Fee Letter shall be payable directly from the Public Offer Account after transfer
of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account and immediately on receipt of
the final listing and trading approvals from the Stock Exchanges, in the manner set out in the Cash Escrow and Sponsor
Bank Agreement to be executed in relation to the Offer. It is further clarified that, except for amounts payable to the BRLMs
by the Selling Shareholders (in proportion to the number of Equity Shares transferred, which shall be payable directly from
the Public Offer Account in the manner set out in the Cash Escrow and Sponsor Bank Agreement, all expenses relating to
the Offer shall be paid by our Company in the first instance. Upon commencement of listing and trading of the Equity
Shares on the Stock Exchanges pursuant to the Offer, each Selling Shareholder shall, severally and not jointly, reimburse
our Company for any expenses in relation to the Offer paid by our Company on behalf of the respective Selling Shareholder
directly from the Public Offer Account, and in the event the Offer is withdrawn, postponed, abandoned or not completed
for any reason, , each Selling Shareholder shall, severally and not jointly, reimburse the Company for any expenses in
relation to the Offer which may have accrued up to the date of such postponement, withdrawn, abandonment or failure and
paid by the Company on behalf of the respective Selling Shareholder, in each case, in proportion to their respective Offered
Shares, except as may be prescribed by the SEBI or any other regulatory authority.
Consents
Consents in writing of: (a) the Selling Shareholders, our Directors, our Company Secretary and Compliance Officer, the
Joint Statutory Auditors of our Company, the Domestic Legal Counsel to our Company, the Bankers to our Company and
(b) the BRLMs, the Registrar to the Offer, the Practicing Company Secretary, Technopak, the Syndicate Member, the
Bankers to the Offer to act in their respective capacities, have been obtained and filed (as applicable) along with a copy of
this Red Herring Prospectus with the RoC as required under the Companies Act, 2013 and such consents that have been
obtained have not been withdrawn as at the date of this Red Herring Prospectus.
Experts
Our Company has not obtained any expert opinions other than as disclosed below.
Our Company has received written consent dated August 22, 2025 from our Joint Statutory Auditors, namely, M/s. C N K
& Associates LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s. Monika Jain & Co.,
Chartered Accountants, firm registration number 130708W, to include their respective names 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 Joint Statutory Auditors,
and in respect of their (i) examination report dated August 21, 2025 on the Restated Consolidated Financial Information;
and (ii) their report dated August 22, 2025 on the statement of special tax benefits available to our Company, the Material
Subsidiary, and its shareholders and such consent has not been withdrawn as at the date of this Red Herring Prospectus.
Our Company has received written consent dated August 22, 2025 from M/s. M Baldeva Associates, Company Secretaries,
to include their name in this Red Herring Prospectus and be named as an “expert” as defined under Section 2(38) of the
Companies Act, 2013 in connection with the Offer and such consent has not been withdrawn as at the date of this Red
Herring Prospectus.
Particulars regarding capital issues by our Company in the last five years
Our Company has not made any capital issues during the five years preceding the date of this Red Herring Prospectus.
Particulars regarding capital issues by our listed group companies, subsidiaries or associate entities during the last
three years
As at date of this Red Herring Prospectus, our Company does not have any listed subsidiaries, group companies or
associates.
Commission and Brokerage paid on previous issues of the Equity Shares in the last five years
Since this is the initial public offer of the Equity Shares, 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 in the five years
preceding the date of this Red Herring Prospectus.
Performance vis-à-vis Objects – Details of Public or Rights Issues by our Company
Our Company has not made any public issue or rights issue of Equity Shares during the five years immediately preceding
the date of this Red Herring Prospectus.
402Performance vis-à-vis Objects – Details of Public or Rights Issues by listed subsidiaries/listed Promoter of our
Company
As at the date of this Red Herring Prospectus, our Company does not have any listed subsidiary or any corporate promoter.
Price Information of Past Issues Handled by the BRLMs
1. Axis Capital Limited
1. Price information of past public issues (during the current Financial Year and the two Financial Years immediately
preceding the current Financial Year) handled by Axis Capital Limited:
Opening
price on +/- % change in closing +/- % change in closing +/- % change in closing
listing price, [+/- % change in price, [+/- % change in price, [+/- % change in
Sr. Issue size Issue date closing benchmark]- 30th closing benchmark]- 90th closing benchmark]- 180th
No. Issue name (₹ millions) price (₹) Listing date (in ₹) calendar days from listing calendar days from listing calendar days from listing
Bluestone Jewellery And Lifestyle - - -
1 15,406.50 517.00 19-Aug-25 510.00
Limited(2)
2 JSW Cement Limited*(2) 36,000.00 147.00 14-Aug-25 153.50 - - -
National Securities Depository +55.23%, [+0.22%] - -
3 40,109.54 800.00 06-Aug-25 880.00
Limited*(1)
4 Oswal Pumps Limited(2) 13,873.40 614.00 20-Jun-25 634.00 +17.96%, [-0.57%] - -
5 Schloss Bangalore Limited(2) 35,000.00 435.00 02-Jun-25 406.00 -6.86%, [+3.34%] -8.17%, [-1.17%] -
6 Belrise Industries Limited(2) 21,500.00 90.00 28-May-25 100.00 +14.08%, [+3.02%] +58.30%, [+0.87%] -
7 Ather Energy Limited$(2) 29,808.00 321.00 6-May-25 328.00 -4.30%, [+0.99%] +8.19%, [+0.76%] -
8 Carraro India Limited(2) 12,500.00 704.00 30-Dec-24 651.00 -27.73%, [-2.91%] -56.10%, [-0.53%] -38.17%, [+8.43%]
9 Ventive Hospitality Limited#(2) 16,000.00 643.00 30-Dec-24 716.00 +5.51%, [-2.91%] +10.80%, [-0.53%] +7.10%, [+8.43%]
10 Transrail Lighting Limited(1) 8,389.12 432.00 27-Dec-24 585.15 +24.45%, [-3.19%] +14.25%, [-1.79%] +48.37%, [+4.26%]
Source: www.nseindia.com and www.bseindia.com
(1)BSE as Designated Stock Exchange
(2)NSE as Designated Stock Exchange
* Offer Price was ₹ 724.00 per equity share to Eligible Employees
$ Offer Price was ₹ 291.00 per equity share to Eligible Employees
# Offer Price was ₹ 613.00 per equity share to Eligible Employees
Notes:
a. Issue Size derived from Prospectus/final post issue reports, as available.
b. The CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
c. Price on NSE or BSE is considered for all of the above calculations as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
d. In case 30th/90th/180th day is not a trading day, closing price of the previous trading day has been considered.
e. Since 30 calendar days, 90 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.
2. Summary statement of price information of past issues (during current financial year and two financial years
preceding the current financial year) handled by Axis Capital Limited.
Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at
discount on as on 30th premium on as on 30th discount as on 180th premium as on 180th
calendar days from calendar days from calendar days from calendar days from listing
listing date listing date listing date date
Total Total funds Between Less Between Less Between Less Between Less
Financial no. of raised Over 25%- than Over 25%- than Over 25%- than Over 25%- than
Year IPOs (₹ in Millions) 50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
2025-2026* 7 191,697.44 - - 2 1 - 2 - - - - - -
2024-2025 20 445,928.65 - 1 2 7 6 4 - 3 3 9 1 4
2023-2024 18 218,638.22 - - 4 2 6 6 - - 3 7 4 4
* The information is as on the date of the document
The information for each of the financial years is based on issues listed during such financial year.
Note: Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.
2. DAM Capital Advisors Limited
1. Price information of past issues (during current Financial Year and two Financial Years preceding the current Financial
Year) handled by DAM Capital Advisors Limited:
Sr. Issue name Issue size Issue Listing Opening +/- % change in closing +/- % change in closing +/- % change in
No. (₹ millions) price date price on price, [+/- % change in price, [+/- % change in closing price, [+/- %
(₹) listing date closing benchmark]- 30th closing benchmark]- 90th change in closing
(in ₹) calendar day from listing calendar day from listing benchmark]- 180th
calendar day from
listing
1 JSW Cement Limited(1) 36,000.00 147.00 August 14, 2025 153.50 NA NA NA
2 All Time Plastics 4,006.03 275.00** August 14, 2025 314.30 NA NA NA
Limited(2)
3 M & B Engineering 6,500.00 385.00& August 06, 2025 385.00 +6.71%, NA NA
Limited(1) [+0.65%]
4 Sanathan Textiles 5,500.00 321.00 December 27, 422.30 +6.32%, +13.86% +39.53%,
Limited(1) 2024 [-3.03%] [-1.37%] [+5.17%]
403Sr. Issue name Issue size Issue Listing Opening +/- % change in closing +/- % change in closing +/- % change in
No. (₹ millions) price date price on price, [+/- % change in price, [+/- % change in closing price, [+/- %
(₹) listing date closing benchmark]- 30th closing benchmark]- 90th change in closing
(in ₹) calendar day from listing calendar day from listing benchmark]- 180th
calendar day from
listing
5 One Mobikwik Systems 5,720.00 279.00 December 18, 440.00 +69.48%, -11.00% -4.34%,
Limited(1) 2024 [-3.67%] [-6.98%] [+2.15%]
6 Afcons Infrastructure 54,300.00 463.00^ November 4, 426.00 +6.56%, +2.03%, -9.29%,
Limited(1) 2024 [+1.92%] [-2.03%] [+1.46%]
7 Bansal Wire Industries 7,450.00 256.00 July 356.00 +37.40%, +61.17%, +76.88%,
Limited(1) 10, 2024 [-0.85%] [+1.94%] [-1.31%]
8 Le Travenues 7,401.02 93.00 June 135.00 +86.34%, +67.63%, +65.59%,
Technology Limited(2) 18, 2024 [+4.42%] [+7.23%] [+6.25%]
9 Entero Healthcare 16,000.00 1,258.00# February 16, 1,245.00 -19.65%, -19.84%, -2.19%,
SolutionsLimited(2) 2024 [+0.30%] [+0.77%] [+9.02%]
10 Capital Small Finance 5230.70 468.00 February 14, 435.00 -25.25%, -26.09%, -31.44%,
Bank Limited(2) 2024 [+1.77%] [+1.33%] [+10.98%]
________
Source: www.nseindia.com and www.bseindia.com
# A discount of ₹ 119 per equity share was provided to eligible employees bidding in the employee reservation portion
^ A discount of ₹ 44 per equity share was provided to eligible employees bidding in the employee reservation portion.
& A discount of ₹ 36 per equity share was provided to eligible employees bidding in the employee reservation portion.
** A discount of ₹ 26 per equity share was provided to eligible employees bidding in the employee reservation portion
(1) NSE was the designated stock exchange for the said issue.
(2) BSE was the designated stock exchange for the said issue.
Notes:
(a) Issue size derived from prospectus / basis of allotment advertisement, as applicable
(b) Price on NSE or BSE is considered for the above calculations as per the designated stock exchange disclosed by the respective issuer at the time of the issue, as applicable
(c) % of change in closing price on 30th / 90th / 180th calendar day from listing day is calculated vs issue price. % change in closing benchmark index is calculated based on closing index on
listing day vs closing index on 30th/ 90th / 180th calendar day from listing day.
(d) Wherever 30th/ 90th / 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered.
(e) The Nifty 50 or S&P BSE SENSEX index is considered as the benchmark index as per the designated stock exchange disclosed by the respective issuer at the time of the issue, as applicable
(f) Not applicable – Period not completed
2. Summary statement of price information of past issues (during current Financial Year and two Financial Years
preceding the current Financial Year) handled by DAM Capital Advisors Limited:
Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at
discount - as at 30th premium - as at 30th discount - as at 180th premium - as at 180th
Total
Total calendar days from calendar days from calendar days from calendar days from
Financial funds
no. of listing date listing date listing date listing date
Year raised
IPOs Between Less Between Less Between Less Between Less
(₹million) Over Over Over Over
25%- than 25%- than 25%- than 25%- than
50% 50% 50% 50%
50% 25% 50% 25% 50% 25% 50% 25%
2025-26 3 46,506.03 NA NA NA NA NA 1 NA NA NA NA NA NA
2024-25 5 80,371.02 - - - 2 1 2 - - 2 2 1 -
2023-24 9 87,066.85 - 1 5 - 1 2 - 2 1 1 - 5
________
Source: www.nseindia.com and www.bseindia.com
Notes:
a. The information is as at the date of this offer document
b. The information for each of the financial years is based on issues listed during such financial year.
c. Since 30 or 180 calendar days from listing date has not elapsed for few issues, hence data for same is not available.
Track record of past issues handled by the BRLMs
For details regarding the track record of the BRLMs, as specified in the SEBI circular dated January 10, 2012, bearing
reference number CIR/MIRSD/1/2012, see the websites of the BRLMs, as provided in the table below.
S. No. Name of the BRLM Website
1. Axis CapitalLimited www.axiscapital.co.in
2. DAM Capital AdvisorsLimited www.damcapital.in
Stock Market Data of Equity Shares
This being an initial public offer of Equity Shares of our Company, the Equity Shares are not listed on any stock exchange
as at the date of this Red Herring Prospectus, and accordingly, no stock market data is available for the Equity Shares.
Mechanism for Redressal of Investor Grievances
The Registrar Agreement provides for the retention of records with the Registrar to the Offer for a period of at least eight
years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges, to enable the
404investors to approach the Registrar to the Offer for redressal of their grievances.
In terms of the SEBI ICDR Master Circular and the SEBI RTA Master Circular, 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 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, the investors shall be compensated by the
SCSBs in accordance with UPI Circulars and the SEBI RTA Master Circular in the events of delayed unblock for
cancelled/withdrawn/deleted applications, blocking of multiple amounts for the same UPI application, blocking of more
amount than the application amount, delayed unblocking of amounts for non-allotted/partially-allotted applications, for the
stipulated period.
The following compensation mechanism shall be applicable for investor grievances in relation to Bids made through the
UPI Mechanism for public issues, for which the relevant SCSBs shall be liable to compensate the investor:
Scenario Compensation amount Compensation period
From the date on which the request for
Delayed unblock for cancelled cancellation / withdrawal / deletion is
₹100 per day or 15% per annum of the Bid Amount,
/ withdrawn/ deleted placed on the bidding platform of the
whichever is higher
applications Stock Exchanges till the date of actual
unblock
1. Instantly revoke the blocked funds other than the
Blocking of multiple amounts original application amount; and From the date on which multiple amounts
for the same Bid made through 2. ₹100 per day or 15% per annum of the total were blocked till the date of actual
the UPI Mechanism cumulative blocked amount except the original unblock
Bid Amount, whichever is higher
1. Instantly revoke the difference amount, i.e., the
From the date on which the funds to the
Blocking more amount than blocked amount less the Bid Amount; and
excess of the Bid Amount were blocked
the Bid Amount 2. ₹100 per day or 15% per annum of the difference
till the date of actual unblock
amount, whichever is higher
Delayed unblock for non – From the Working Day subsequent to the
₹100 per day or 15% per annum of the Bid Amount,
Allotted / partially Allotted finalisation of the Basis of Allotment till
whichever is higher
applications the date of actual unblock
In the event there is a delay in redressal of the investor grievance in relation to unblocking of amounts, beyond the date of
receipt of the complaint from the investor, for each day delayed, the BRLMs shall compensate the investors at the rate
higher of ₹100 per day or 15% per annum of the application amount, whichever is higher, in addition to the compensation
paid by the respective SCSBs, for the period of such delay
All Offer-related grievances may be addressed to the Registrar to the Offer 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 DP ID, Client ID, UPI 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.
Further, Bidders shall also enclose a copy of the Acknowledgment Slip or specify the application number duly received
from the Designated Intermediaries in addition to the documents/information mentioned hereinabove.
All grievances relating to Bids submitted with Registered Brokers may be addressed to the Stock Exchanges with a copy
to the Registrar to the Offer. The Registrar to the Offer shall obtain the required information from the SCSBs and the
Sponsor Banks for addressing any clarifications or grievances of ASBA Bidders. Our Company, the Selling Shareholders,
the BRLMs and the Registrar to the Offer accept no responsibility for errors, omissions, commission or any acts of SCSBs
or the Sponsor Banks including any defaults in complying with its obligations under applicable SEBI ICDR Regulations.
Our Company has also appointed Shruti Kuldeep Shukla, Company Secretary of our Company, as the Compliance Officer
for the Offer. For details, see “General Information” beginning on page 78.
The Selling Shareholders have, severally and not jointly, authorized the Company Secretary and Compliance Officer of
our Company, and the Registrar to the Offer to redress, on their behalf, any complaints or investor grievances received
from Bidders in respect of their respective portion of the Offered Shares.
Investors can contact our Company Secretary and Compliance Officer or the Registrar to the Offer in case of any pre-Offer
or post-Offer related problems such as non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in the
405respective beneficiary account, non-receipt of refund intimations and non-receipt of funds by electronic mode.
Anchor Investors are required to address all grievances in relation to the Offer to the BRLMs 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 Book Running Lead Managers where the Bid cum Application
Form was submitted by the Anchor Investor.
Disposal of Investor Grievances by Our Company
Our Company has obtained the authentication on the SCORES in terms of the SEBI circular no.
SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023 and the SEBI circular no.
SEBI/OIAE/IGRD/CIR/P/2023/183 dated December 1, 2023.
Our Company estimates that the average time required by our Company or the Registrar to the Offer or the relevant
Designated Intermediary for the redressal of routine investor grievances shall be five days from the date of receipt of the
complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company will seek
to redress these complaints as expeditiously as possible.
Our Company has not received any investor grievances during the three years preceding the date of this Red Herring
Prospectus and there are no investor complaints pending as at the date of this Red Herring Prospectus.
Our Company has constituted a Stakeholders’ Relationship Committee comprising, Manish Kailash Ramuka (Independent
Director and Chairman), Dhruti Apurva Bhagalia (Independent Director) and Jai Gunvantraj Singhvi (Executive Director
and Chief Financial Officer) as members to review and redress shareholder and investor grievances. See “Our
Management—Committees of the Board—Stakeholders’ Relationship Committee” on page 240.
Disposal of investor grievances by listed group companies and listed subsidiary
As at the date of this Red Herring Prospectus, we do not have any listed group companies or subsidiaries.
Exemption from complying with any provisions of securities laws granted by the SEBI
Our Company has not applied for, or received, any exemption from complying with any provisions of securities laws from
SEBI.
406SECTION VII: OFFER RELATED INFORMATION
TERMS OF THE OFFER
The Equity Shares being offered and Allotted pursuant to the Offer shall be subject to the provisions of the Companies Act,
the SEBI ICDR Regulations, the SCRA, the SCRR, our Memorandum of Association and our Articles of Association, the
SEBI Listing Regulations, the terms of this Red Herring Prospectus, the Prospectus, the abridged prospectus, the Bid cum
Application Form, the Revision Form, the CAN/Allotment Advice and other terms and conditions as may be incorporated
in the Allotment Advice and other documents/certificates that may be executed in respect of the Offer. The Equity Shares
shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the issue of capital,
offer for sale and listing and trading of securities issued from time to time by the SEBI, the Government of India, the Stock
Exchanges, the RBI, the RoC and/or any other authorities, as in force on the date of the Offer and to the extent applicable
or such other conditions as may be prescribed by the SEBI, the RBI, the Government of India, the Stock Exchanges, the
RoC and/or any other authorities while granting its approval for the Offer.
The Offer
The Offer comprises of an Offer for Sale by the Selling Shareholders. Expenses for the Offer shall be shared amongst our
Company and the Selling Shareholders in the manner specified in “Objects of the Offer—Offer Expenses” on page 104.
Ranking of the Equity Shares
The Equity Shares being Offered / Allotted pursuant to the Offer shall be subject to the provisions of the Companies Act,
the SEBI ICDR Regulations, the SEBI Listing Regulations, the SCRA, the SCRR, our Memorandum of Association and
our 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 and voting. The Allottees, upon Allotment of Equity Shares, will be entitled to dividend and
other corporate benefits, if any, declared by our Company after the date of Allotment. For further details, see “Description
of Equity Shares and Terms of the Articles of Association” beginning on page 438.
Mode of Payment of Dividend
Our Company shall pay dividends, if declared, to our Shareholders in accordance with the provisions of Companies Act,
our Memorandum of Association, our Articles of Association and provisions of the SEBI Listing Regulations and other
applicable law. Dividends, if any, declared by our Company after the date of Allotment (pursuant to the transfer of Equity
Shares from the Offer for Sale), will be payable to the Bidders who have been Allotted Equity Shares in the Offer, for the
entire year, in accordance with applicable law. For further details in relation to dividends, see “Dividend Policy” and
“Description of Equity Shares and Terms of the Articles of Association” beginning on pages 250 and438, respectively.
Face Value, Offer Price, Floor Price and Price Band
The face value of each Equity Share is ₹1 and the price at the lower end of the Price Band is ₹[●] per Equity Share (“Floor
Price”)and at the higher end of the Price Band is ₹[●] per Equity Share (“Cap Price”). The Offer Price is ₹[●] per Equity
Share. The Anchor Investor Offer Price is ₹[●] per Equity Share.
The Offer Price, Price Band and the minimum Bid Lot will be decided by our Company, in consultation with the BRLMs
and advertised in alleditions of the English and Hindi national daily newspaper, Business Standard, and the Mumbai edition
of the Marathi daily newspaper Navshakti (Marathi being the regional language of Maharashtra, where our Registered and
Corporate Office is located), each with wide circulation, at least two Working Days prior to the Bid/Offer Opening Date
and shall be made available to the Stock Exchanges for the purpose of uploading 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 available on the websites of the Stock Exchanges. The Offer Price shall be determined by our Company,
in consultation with the BRLMs, after the Bid/Offer Closing Date, on the basis of assessment of market demand for the
Equity Shares offered by way of the Book Building Process.
At any given point of time, there shall be only one denomination of Equity Shares.
Compliance with Disclosure and Accounting Norms
Our Company shall comply with all disclosure and accounting norms as specified by the SEBI from time to time.
Rights of Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, our Shareholders shall have
the following rights:
407• right to receive dividends, if declared;
• right to attend general meetings and exercise voting rights, unless prohibited by law;
• right to vote on a poll either in person or by proxy and e-voting, in accordance with the provisions of the Companies
Act;
• right to receive offers for rights Equity Shares and be allotted bonus Equity Shares, if announced;
• right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;
• right of free transferability, subject to applicable law; and
• such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the SEBI
Listing Regulations, our Articles of Association and other applicable laws.
For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend, forfeiture
and lien, transfer, transmission and/or consolidation/splitting, see “Description of Equity Shares and Terms of the Articles
of Association” beginning on page 438.
Allotment only in Dematerialized Form
Pursuant to Section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be allotted
only in dematerialized form. The trading of the Equity Shares shall only be in the dematerialized segment of the Stock
Exchanges. In this context, the following agreements have been signed among our Company, the respective Depositories
and the Registrar to the Offer:
• tripartite agreement dated October 16, 2024 among our Company, NSDL and the Registrar to the Offer; and
• tripartite agreement dated October 24, 2024 among our Company, CDSL and the Registrar to the Offer.
Market Lot and Trading Lot
Since trading of the Equity Shares is in dematerialized form, the tradable lot is one Equity Share. Allotment in the Offer
will be only in dematerialized form in multiples of [●] Equity Shares subject to a minimum Allotment of [●] Equity Shares.
For details of basis of allotment, see “Offer Procedure”on page 418.
Joint Holders
Subject to the provisions contained in our Articles of Association, where two or more persons are registered as the holders
of the Equity Shares, they shall be deemed to hold the same as joint tenants with benefits of survivorship.
Jurisdiction
Exclusive jurisdiction for the purpose of the Offer is with the competent courts/authorities in Mumbai, Maharashtra, India.
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.
Nomination Facility to Bidders
In accordance with Section 72 of the Companies Act, 2013 and the relevant rules notified thereunder, the sole Bidder, or
the 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, shall
vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall be
entitled to the same advantages to which he or she would 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 his or her death during the minority. A nomination shall stand
rescinded upon a sale/transfer/alienation of Equity Share(s) by the person nominating. A nomination may be cancelled or
varied by nominating any other person in place of the present nominee by the holder of the Equity Shares who has made
the nomination by giving a notice of such cancellation. 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.
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 our Board, elect either:
408(a) to register himself or herself as the holder of the Equity Shares;or
(b) to make such transfer of the Equity Shares, as the deceased holder could havemade.
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, our Board may thereafter
withhold payment of all dividends, bonuses or other moneys 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 Offer will be made only in dematerialized mode 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 the Bidders wish to change the nomination, they are requested to inform their respective Depository
Participant.
Bid/Offer Programme
BID/OFFER OPENS ON Tuesday, September 16, 2025(1)
BID/OFFER CLOSES ON Thursday, September 18, 2025(2)(3)
________
(1) Our Company may, in consultation with the BRLMs, consider participation by Anchor Investors. The Anchor Investor Bid/Offer Period shall be
Monday, September 15, 2025, i.e., one Working Day prior to the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations.
(2) Our Company may, in consultation with the BRLMs, consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer
Closing Date in accordance with the SEBI ICDR Regulations.
(3) The UPI mandate end time and date shall be 5 p.m. on the Bid / Offer Closing Date.
An indicative timetable in respect of the Offer is disclosed below.
Event Indicative Date
Bid/Offer Closing Date Thursday, September 18, 2025
Finalization of Basis of Allotment with the Designated Stock Exchange On or about Friday, September
19, 2025
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA* On or about Monday, September
22, 2025
Allotment of Equity Shares/ Credit of Equity Shares to dematerialized accounts of Allottees On or about Monday, September
22, 2025
Commencement of trading of the Equity Shares on the Stock Exchanges On or about Tuesday, September
23, 2025
________
*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/Offer Closing Date 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 of the Bid Amount, whichever is higher from the date on which the request for cancellation/ withdrawal/ deletion is placed
in the 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/Offer 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/Offer Closing Date by the SCSB responsible for causing such delay in unblocking. The BRLMs shall, in their
sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. The Bidder shall be compensated in
the manner specified in the SEBI ICDR Master Circular and the SEBI RTA Master Circular, which for the avoidance of doubt, shall be deemed to be
incorporated in the deemed agreement of the Company with the SCSBs and relevant intermediaries, to the extent applicable.
The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a written
confirmation on compliance with SEBI ICDR Master Circular and the SEBI RTA Master Circular.
The above timetable, other than the Bid/Offer Closing Date, is indicative and does not constitute any obligation on
our Company, the Selling Shareholders or the BRLMs.
While our Company shall ensure that all steps for the completion of the necessary formalities for the listing and
commencement of trading of the Equity Shares on the Stock Exchanges within three Working Days from the
409Bid/Offer Closing Date or such other period as may be prescribed by the SEBI are taken, the timetable may be
extended due to various factors, such as extension of the Bid/Offer Period by our Company, in consultation with
the BRLMs, 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. Each of the Selling Shareholders confirms that they shall
extend all reasonable support and co-operation required by our Company and the BRLMs for the completion of
the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges
within three Working Days from the Bid/Offer Closing Date or such other period as may be prescribed by the SEBI.
Any circulars or notifications from the SEBI after the date of this Red Herring Prospectus may result in changes to
the above-mentioned timelines. Further, the offer procedure is subject to change to any revised circulars issued by
the SEBI to this effect.
In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance with
listing timelines and activities prescribed by the SEBI, identifying non-adherence to timelines and processes and an analysis
of entities responsible for the delay and the reasons associated with it.
Submission of Bids (Other than Bids from Anchor Investors)
Bid/Offer Period (except the Bid/Offer Closing Date)
Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time
(“IST”)
Bid/Offer Closing Date*
Submission of electronic applications (online ASBA through 3-in- Only between 10.00 a.m. and up to 5.00 p.m. IST
1 accounts) – For RIBs, Eligible Employees Bidding in the
Employee Reservation Portion
Submission of electronic application (bank ASBA through online Only between 10.00 a.m. and up to 4.00 p.m. IST
channels like internet banking, mobile banking and syndicate
ASBA applications through UPI as a payment mechanism where
Bid Amount is up to ₹500,000)
Submission of electronic applications (syndicate non-retail, non- Only between 10.00 a.m. and up to 3.00 p.m. IST
individual applications of QIBs and NIIs)
Submission of physical applications (direct bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
Submission of physical applications (syndicate non-retail, non- Only between 10.00 a.m. and up to 12.00 p.m. IST
individual applications where Bid Amount is more than ₹500,000)
Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non-Institutional Bidders Only between 10.00 a.m. and up to 4.00 p.m. IST on Bid/ Offer
categories# Closing Date
Upward or downward Revision of Bids or cancellation of Bids by Only between 10.00 a.m. and up to 5.00 p.m. IST
RIBs and Eligible Employees Bidding in the Employee Reservation
Portion
________
*UPI mandate end time and date shall be at 5:00 p.m. on the Bid/Offer Closing Date.
#QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their Bids.
On the Bid/Offer Closing Date, the Bids shall be uploaded until:
(i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders,and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual
Bidders and Eligible Employees Bidding under the Employee Reservation Portion.
On the Bid/Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received
from Retail Individual Bidders and Eligible Employees Bidding under the Employee Reservation Portion after taking into
account the total number of Bids received and as reported by the BRLMs to the Stock Exchanges.
410The Registrar to the Offer shall submit the details of cancelled/ withdrawn/ deleted applications to the SCSBs on a daily
basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date until the Bid/ Offer 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 BRLMs and the RTA on a daily basis.
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 would be rejected.
Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders are advised to submit
their Bids one day prior to the Bid/Offer Closing Date and in any case no later than 12:00 p.m. IST on the Bid/Offer 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/Offer Closing Date, as is typically experienced in public offerings, 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
Offer. Bids will be accepted only during Monday to Friday (excluding any public holiday). The Designated Intermediaries
shall modify select fields uploaded in the Stock Exchange Platform during the Bid/Offer Period till 5.00 pm on the
Bid/Offer Closing Date after which the Stock Exchange(s) send the Bid information to the Registrar to the Offer for further
processing.
In case of any discrepancy in the data entered in the electronic book vis-a-vis data contained in the physical Bid cum
Application Form, for a particular Bidder, the details of the Bid file received from the Stock Exchanges may be taken as
the final data for the purpose of Allotment.
Our Company, in consultation with the BRLMs, reserve the right to revise the Price Band during the Bid/Offer Period,
provided that the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than
the face value of the Equity Shares. Further, the Cap price shall be at least 105% of the Floor Price. 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. The Floor Price shall not be less than the face value of the Equity
Shares.
In case of any revision in the Price Band, the Bid/Offer Period will be extended by at least three additional Working
Days following such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days.
In cases of force majeure, banking strike or similar unforeseen circumstances, our Company may, in consultation
with the BRLMs, for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of one Working
Days, subject to the Bid/ Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the
revised Bid/Offer Period, if applicable, will 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 BRLMs and the terminals
of the Syndicate Member and by intimation to SCSBs, other Designated Intermediaries and the Sponsor Banks,
as applicable.
Minimum Subscription
The requirement of minimum subscription is not applicable to the Offer in accordance with the SEBI ICDR Regulations.
In the event our Company does not receive the minimum subscription in the Offer as specified under Rule 19(2)(b) of
the SCRR, including devolvement of Underwriters, our Company and the Selling Shareholders shall within four days
from the closure of the Offer, refund the entire subscription amount received. If there is a delay beyond four days,
interest at the rate of 15% per annum shall be paid by our Company and each of our Directors, in accordance with the
SEBI ICDR Master Circular.
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number
of prospective Allottees to whom the Equity Shares will be Allotted shall be not less than 1,000, failing which the entire
application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in
unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our Company shall be liable
to pay interest on the application money in accordance with applicable laws.
Employee Discount
Employee Discount, if any, will be offered to Eligible Employees bidding in the Employee Reservation Portion, and, at the
time of making a Bid. Eligible Employees bidding in the Employee Reservation Portion at a price within the Price Band
can make payment based on Bid Amount net of Employee Discount, at the time of making a Bid. Eligible Employees
bidding in the Employee Reservation Portion at the Cut-Off Price have to ensure payment at the Cap Price, less Employee
Discount, at the time of making a Bid. In case of any revision in the Price Band, the Bid/ Offer Period shall be extended
for at least three additional Working Days after such revision of the Price Band, subject to the total Bid/ Offer Period not
exceeding 10 Working Days. Any revision in the Price Band, and the revised Bid/ Offer Period, if applicable, shall be
411widely disseminated by notification to the Stock Exchanges by issuing a public notice and also by indicating the change
on the websites of the BRLMs and at the terminals of the members of the Syndicate. In case of 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 Stock Exchanges may be taken as the final data for the purpose of Allotment.
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, no arrangements for disposal of oddlots are required.
New Financial Instruments
Our Company is not issuing any new financial instruments through this Offer.
Restrictions on Transfer and Transmission of Equity Shares
Except for: (i) the lock-in of the pre-Offer Equity Share capital of our Company and the Anchor Investor lock-in as provided
in “Capital Structure” beginning on page 86 and (ii) as provided under our Articles of Association, there are no restrictions
on transfer of Equity Shares. Further, there are no restrictions on the transmission of Equity Shares and on their
consolidation/splitting, except as provided in our Articles of Association. For details, see “Description of Equity Shares
and Terms of the Articles of Association” beginning on page 438.
412OFFER STRUCTURE
Initial public offering of up to [●] Equity Shares for cash at a price of ₹[●] per Equity Share (including a share premium
of ₹[●] per Equity Share) aggregating up to ₹4,513.15 million, comprising an Offer for Sale of up to [●] Equity Shares
aggregating up to ₹4,513.15 million by the Selling Shareholders, the details of which are set out below.
S. Name of the Selling Type Number of Equity Shares offered/ amount
No. Shareholder
1. Pratik Gunvantraj Singhvi Promoter Selling Shareholder Up to [●] equity shares of face value of ₹1 each
aggregating up to ₹282.54 million
2. Jai Gunvantraj Singhvi Promoter Selling Shareholder Up to [●] equity shares of face value of ₹1 each
aggregating up to ₹278.83million
3. Pratik Gunwantraj Singhvi HUF Promoter Selling Shareholder Up to [●] equity shares of face value of ₹1 each
aggregating up to ₹1,566.62million
4. Jai Gunwantraj Singhvi HUF Promoter Selling Shareholder Up to [●] equity shares of face value of ₹1 each
aggregating up to ₹1,566.62million
5. Dipty Pratik Singhvi Promoter Group Selling Up to [●] equity shares of face value of ₹1 each
Shareholder aggregating up to ₹409.27million
6. Nisha Jai Singhvi Promoter Group Selling Up to [●] equity shares of face value of ₹1 each
Shareholder aggregating up to ₹409.27million
The Offer includes an Employee Reservation Portion of up to [●] Equity Shares aggregating up to ₹[●] million, for
subscription by Eligible Employees. The Employee Reservation Portion shall not exceed 5% of our post-Offer paid-up
Equity Share capital. The Offer less the Employee Reservation Portion is the Net Offer. The Offer and the Net Offer shall
constitute [●]% and [●]%, respectively of the post-Offer paid-up Equity Share capital of our Company. The face value of
our Equity Shares is ₹1 each.
The Offer is being made through the Book Building Process and in compliance with Regulation 32(1) of the SEBI ICDR
Regulations.
Eligible Retail Individual
Particulars QIBs(3) (5) Non-Institutional Bidders(5)
Employees# Bidders(5)
Number of Equity Up to [●] Equity Not more than [●] Not less than [●] Equity Not less than [●]
Shares available for Shares Equity Shares Shares available for allocation Equity Shares
Allotment/allocation(1) or the Offer less allocation to available for
QIB Bidders and RIBs allocation or the
Offer less
allocation to QIB
Bidders and Non-
Institutional
Bidders
Percentage of Offer The Employee Not more than 50% Not less than 15% of the Net Not less than 35%
Size available for Reservation Portion of the Net Offer Offer, subject to the following: of the Net Offer.
allocation shall constitute up being available for
(i) one-third of the portion
to [●]% of the post- allocation to QIB
available to Non-Institutional
Offer paid-up Bidders.
Bidders shall be reserved for
Equity Share
However, up to applicants with an application
capital of our
5.00% of the Net size of more than ₹200,000 and
Company and up to
QIB Portion will be up to ₹1,000,000; and
[●]% of the Offer
available for
size (ii) two-thirds of the portion
allocation on a
available to Non-Institutional
proportionate basis
Bidders shall be reserved for
to Mutual Funds
applicants with application size
only. Mutual Funds
of more than ₹1,000,000.
participating in the
Mutual Fund Provided that the
Portion will also be unsubscribed portion in either
eligible for of the sub-categories
allocation in the specified above may be
remaining QIB allocated to applicants in the
Portion. The other sub-category of Non-
unsubscribed Institutional Bidders
portion in the
Mutual Fund
413Eligible Retail Individual
Particulars QIBs(3) (5) Non-Institutional Bidders(5)
Employees# Bidders(5)
Portion will be
available for
allocation to other
QIBs in the
remaining Net QIB
Portion.
Basis of Proportionate, Proportionate as (a) One-third of the Non- The allotment to
Allotment/allocation if unless the follows (excluding Institutional Portion shall be each RIB shall not
respective category is Employee the Anchor Investor reserved for Bidders with be less than the
oversubscribed Reservation Portion Portion): application size of more than minimum Bid Lot,
is undersubscribed, ₹200,000 and up to subject to
(a) Up to [●]
the value of ₹1,000,000; and (b) two- availability of
Equity Shares
allocation to an thirds of the Non-Institutional Equity Shares in the
shall be
Eligible Employee Portion shall be reserved for Retail Portion and
available for
shall not exceed Bidders with application size the remaining
allocation on a
₹200,000 (net of of more than ₹1,000,000, available Equity
proportionate
Employee provided that the Shares if any, shall
basis to Mutual
Discount, if any). In unsubscribed portion in either be allotted on a
Funds only;
the event of of such sub-categories may be proportionate basis.
and
undersubscription allocated to Bidders in the For further details,
in the Employee (b) Balance [●] other sub-category of Non- see Offer
Reservation Equity Shares Institutional Bidders. For Procedure on page
Portion, the shall be further details, see “Offer 418.
unsubscribed available for Procedure” on page 418.
portion may be allocation on a
allocated, on a proportionate
proportionate basis, basis to all
to Eligible QIBs,
Employees Bidding including
in the Employee Mutual Funds
Reservation Portion receiving
for value exceeding allocation as
₹200,000 (net of per (a) above
Employee Up to [●] Equity
Discount, if any), Shares may be
subject to total allocated on a
Allotment to an discretionary basis to
Eligible Employee Anchor Investors of
not exceeding which one-third shall
₹500,000 (net of be available for
Employee allocation to Mutual
Discount, if any) Funds only, subject
to valid Bid received
from Mutual Funds
at or above the
Anchor Investor
Allocation Price.(4)
Only through the ASBA process (including the UPI Mechanism, as applicable) (except for Anchor
Investors)
SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, had prescribed
Mode of Bidding(2) that all individual investors applying in initial public offerings opening on or after May 1, 2022, where
the application amount is up to ₹500,000, shall use UPI. Individual investors bidding under the Non-
Institutional Portion bidding for more than ₹200,000 and up to ₹500,000 shall be required to use the
UPI Mechanism
Minimum Bid [●] Equity Shares Such number of Such number of Equity [●] Equity Shares
Equity Shares and Shares and in multiples of [●]
in multiples of [●] Equity Shares that the Bid
Equity Shares that Amount exceeds ₹200,000
the Bid Amount
exceeds ₹200,000
414Eligible Retail Individual
Particulars QIBs(3) (5) Non-Institutional Bidders(5)
Employees# Bidders(5)
Maximum Bid Such number of Such number of Such number of Equity Such number of
Equity Shares and Equity Shares in Shares in multiples of [●] Equity Shares in
in multiples of [●] multiples of [●] Equity Shares not exceeding multiples of [●]
Equity Shares, so Equity Shares not the size of the Net Offer Equity Shares so
that the maximum exceeding the size (excluding the QIB Portion), that the Bid
Bid Amount by of the Net Offer, subject to applicable limits to Amount does not
each Eligible (excluding the Bidder exceed ₹200,000
Employee in Anchor Portion)
Eligible Employee subject to
Portion does not applicable limits to
exceed ₹500,000 each Bidder
(net of Employee
Discount, if any)
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Allotment Lot [●] Equity Shares [●] Equity Shares Minimum Allotment to NIBs [●] Equity Shares
and in multiples of and in multiples of shall not be less than the and in multiples of
one Equity Share one Equity Share minimum non-institutional one Equity Share
thereafter thereafter application size (i.e., ₹ thereafter subject to
200,000) and in multiples of availability in the
one Equity Share thereafter Retail Portion
Trading Lot One Equity Share
Mode of Allotment Compulsory in dematerialized form
Who can apply(6) Eligible Employees Public financial Resident Indian individuals, Resident Indian
institutions as Eligible NRIs, HUFs (in the individuals,
specified in Section name of karta), companies, Eligible NRIs and
2(72) of the corporate bodies, scientific HUFs (in the name
Companies Act institutions, societies, trusts of karta).
2013, scheduled and any individuals, corporate
commercial banks, bodies and family offices
mutual funds including FPIs which are
registered with individuals, corporate bodies
SEBI, eligible FPIs and family offices which are
(other than re-categorized as Category II
individuals, FPIs and registered with
corporate bodies SEBI.
and family offices),
VCFs, AIFs, FVCIs
registered with the
SEBI, multilateral
and bilateral
development
financial
institutions, state
industrial
development
corporation,
insurance company
registered with
IRDAI, provident
fund with minimum
corpus of ₹250.00
million, pension
fund with minimum
corpus of ₹250.00
million registered
with the Pension
Fund Regulatory
and Development
Authority
415Eligible Retail Individual
Particulars QIBs(3) (5) Non-Institutional Bidders(5)
Employees# Bidders(5)
established under
sub-section (1) of
section 3 of the
Pension Fund
Regulatory and
Development
Authority Act,
2013, National
Investment Fund
set up by the
Government,
insurance funds set
up and managed by
army, navy or air
force of the Union
of India, insurance
funds set up and
managed by the
Department of
Posts, India and
Systemically
Important NBFCs.
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(7)
In case of other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of the
ASBA Bidder (other than Anchor Investors) or by the Sponsor Banks through the UPI Mechanism (for
RIBs or individual investors Bidding under the Non-Institutional Portion for an amount of more than
₹200,000 and up to ₹500,000) that is specified in the ASBA Form at the time of submission of the ASBA
Form.
________
# Eligible Employees Bidding in the Employee Reservation Portion can Bid up to a Bid Amount of ₹500,000 (net of Employee Discount, if any). However,
a Bid by an Eligible Employee in the Employee Reservation Portion will be considered for allocation, in the first instance, for a Bid Amount of up to
₹200,000 (net of Employee Discount, if any). In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be
available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹200,000 (net of Employee Discount, if any),
subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹500,000 (net of Employee Discount, if any). An Eligible
Employee Bidding in the Employee Reservation Portion can also Bid in the Non-Institutional Portion or the Retail Portion and such Bids will not be
treated as multiple Bids. However, Bids by Eligible Employees Bidding in the Employee Reservation Portion and in the Non Institutional Portion shall
be treated as multiple Bids. The unsubscribed portion, if any, in the Employee Reservation Portion shall be added back to the Net Offer. In case of under-
subscription in the Net Offer, spill-over to the extent of such under-subscription shall be permitted from the Employee Reservation Portion.
(1) Assuming full subscription in the Offer.
(2) Pursuant to circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, the SEBI had mandated that ASBA applications in the Offer
will be processed only after the Bid Amounts are blocked in the bank accounts of the investors. Accordingly, Stock Exchanges shall, for all
categories of investors and all modes through which the Applications are processed, accept ASBA Forms in their electronic book building
platform only with a mandatory confirmation on the Bid Amounts blocked.
(3) The Offer is being made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not
more than 50% of the Net Offer shall be available for allocation on a proportionate basis to QIBs. Such number of Equity Shares representing
5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder of the QIB Portion shall
be available for allocation on a proportionate basis to QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being
received from them at or above the Offer 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 all QIBs. Further, not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders and not more
than 35% of the Net Offer shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being
received from them at or above the Offer Price.
(4) Our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, in
accordance with SEBI ICDR Regulations. One-third of the Anchor Investor Portion will be reserved for domestic Mutual Funds, subject to valid
Bids being received at or above the Anchor Investor Allocation Price, which price shall be determined by our Company in consultation with the
BRLMs. In the event of under-subscription or non-Allotment in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor
Portion shall be added to the Net QIB Portion. For further details, see “Offer Procedure” on page 418.
(5) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional Portion or the Retail Portion
would be allowed to be met with spill-over from other categories or a combination of categories at the discretion of our Company, in consultation
with the Book Running Lead Managers and the Designated Stock Exchange, on a proportionate basis. However, undersubscription, if any, in
416the QIB Portion will not be allowed to be met with spill-over from other categories or a combination of categories. For further details, see
“Terms of the Offer” on page 407.
(6) If the Bid is submitted in joint names, 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 depository account held in joint names. The signature of only the 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 Selling Shareholders, the Members of the Syndicate, 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.
(7) 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
Offer Price shall be payable by the Anchor Investor Pay-In Date as indicated in the CAN. In case the Offer Price is lower than the Anchor
Investor Allocation Price, the amount in excess of the Offer Price paid by the Anchor Investors shall not be refunded to them.
Under-subscription, 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 BRLMs and the Designated Stock Exchange. 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.
417OFFER PROCEDURE
All Bidders should read the General Information Document for Investing in Public Offers prepared and issued in
accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI Circulars (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 also available on the websites of the Stock Exchanges and the BRLMs. Please refer to the relevant provisions of the
General Information Document which are applicable to the Offer, including in relation to the process for Bids through the
UPI Mechanism.
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 CAN and Allotment in the Offer; (vi) general instructions (limited to instructions for
completing the Bid cum Application Form); (vii) submission of Bid cum Application Form; (viii) other instructions (limited
to joint bids in cases of individual, multiple bids and instances when an application would be rejected on technical
grounds); (ix) applicable provisions of the Companies Act, 2013 relating to punishment for fictitious applications; (x)
mode of making refunds; (xi) Designated Date; (xii) disposal of applications; and (xiii) interest in case of delay in Allotment
or refund.
The SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019 (read with the SEBI ICDR Master Circular), has introduced an
alternate payment mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing
in a phased manner. Further, SEBI by the SEBI ICDR Master Circular, has introduced certain additional measures for
streamlining the process of initial public offers and redressing investor grievances. The provisions of these circulars are
deemed to form part of this Red Herring Prospectus. Furthermore, pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual bidders in initial public offerings whose
application sizes are up to ₹500,000 shall use the UPI Mechanism.
Pursuant to SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, the time period for listing of
equity shares pursuant to a public issue had been reduced from six Working Days to three Working Days, and as a result,
the final reduced timeline of T+3 days has been made effective using the UPI Mechanism for applications by UPI Bidders
(“UPI Phase III”). 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. Accordingly, subject to any circulars, clarification or notification
issued by the SEBI from time to time, this Offer will be undertaken pursuant to the processes and procedures prescribed
under the SEBI ICDR Master Circular, subject to any circulars, clarifications or notifications which may be issued by the
SEBI.
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 shall be processed by the Registrar along with the SCSBs only after application monies
are blocked in the bank accounts of investors (all categories). Accordingly, Stock Exchanges shall, for all categories of
investors and other reserved categories and also for all modes through which the applications are processed, accept the
ASBA applications in their electronic book building platform only with a mandatory confirmation on the application monies
blocked.
In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in the
SEBI ICDR Master Circular shall continue to form part of the agreements being signed between the intermediaries involved
in the public issuance process and lead managers shall continue to coordinate with intermediaries involved in the said
process. 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/Offer Closing Date, the Bidder shall be compensated at a uniform
rate of ₹100 per day or 15% per annum of the application amount for the entire duration of delay exceeding two Working
Days from the Bid/Offer Closing Date by the intermediary responsible for causing such delay in unblocking.
The information herein is subject to amendment/modification/change after the date of this Red Herring Prospectus. 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 the Equity Shares that can be held by them
under applicable law or as specified in this Red Herring Prospectus and the Prospectus.
Book Building Procedure
The Offer is being made in terms of Rule 19(2)(b) of the SCRR read with Regulations 31 and 32(1) of the SEBI ICDR
Regulations, through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations
418wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to QIBs, provided
that our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third shall be reserved for domestic
Mutual Funds, subject to valid Bids being received from domestic Mutual Funds 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 Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate
basis only to Mutual Funds, and spill-over from the remainder of the Net 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 Offer Price. Further, not less than 15% of the Net Offer shall be available for allocation to Non-
Institutional Bidders in accordance with the SEBI ICDR Regulations, out of which (a) one-third of such portion shall be
reserved for applicants with application size of more than ₹200,000 and up to ₹1,000,000; and (b) two-third of such portion
shall be reserved for applicants with application size of more than ₹1,000,000, provided that the unsubscribed portion in
either of such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders and not
less than 35% of the Net Offer shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations,
subject to valid Bids being received at or above the Offer Price.
The Offer includes a reservation of up to [●] Equity Shares, aggregating up to ₹[●] million, for subscription on a
proportionate basis by Eligible Employees. The Employee Reservation Portion shall not exceed 5% of our post-Offer paid
up Equity Share capital.
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, including the
Employee Reservation Portion, 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 BRLMs and
the Designated Stock Exchange subject to receipt of valid Bids received at or above the Offer Price. Under-subscription,
if any, in the QIB Portion, would not be allowed to be met with spill-over from any other category or a combination of
categories. Further, in the event of an under-subscription in the Employee Reservation Portion, such unsubscribed portion
may be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value
in excess of ₹200,000 (net of Employee Discount, if any), subject to the total Allotment to an Eligible Employee not
exceeding ₹500,000 (net of Employee Discount, if any). The unsubscribed portion, if any, in the Employee Reservation
Portion shall be added to the Net Offer.
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.
All potential Bidders (except Anchor Investors) are required to mandatorily utilize the ASBA process providing details of
their respective ASBA accounts, and UPI ID (in case of UPI Bidders) if applicable, in which the corresponding Bid
Amounts will be blocked by the SCSBs or under the UPI Mechanism, as applicable.
Investors 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, the PAN and UPI ID, for UPI Bidders using the UPI Mechanism, shall be treated as incomplete and will
be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may
get their Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer, subject to
applicable laws.
Investors must ensure that their PAN is linked with Aadhaar and are in compliance with Central Board of Direct
Taxes notification dated February 13, 2020 and the press releases dated June 25, 2021, September 17, 2021, March
30, 2022 and March 28, 2023.
Phased implementation of Unified Payments Interface
SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity shares.
Pursuant to the 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 RIBs
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. The SEBI in its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated
August 9, 2023, had reduced the time period for listing of equity shares pursuant to a public issue from six Working Days
to three Working Days. This Offer will be undertaken pursuant to the processes and procedures prescribed under UPI Phase
III, subject to any circulars, clarifications or notifications which may be issued by the SEBI.
Pursuant to the UPI Circulars , 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 Streamlining 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
419or 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 finalized. Failure to unblock the accounts within the timeline
would result in the SCSBs being penalized under the relevant securities law. Additionally, if there is any delay in the
redressal of investors’ complaints, the relevant SCSB as well as the post–Offer BRLM will be required to compensate the
concerned investor.
All SCSBs offering the facility of making applications in public issues shall also provide the facility to make applications
using UPI. Our Company will be required to appoint Sponsor Banks to act as conduits between the Stock Exchanges and
NPCI in order to facilitate collection of requests and/ or payment instructions of the UPI Bidders using the UPI.
Further, pursuant to SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, all individual investors
applying in public issues where the application amount is up to ₹500,000 shall use UPI and shall also provide their UPI ID
in the Bid cum Application Form submitted with any of the entities mentioned herein below:
(a) a syndicate member;
(b) a stock broker recognised with a registered stock exchange (and whose name is mentioned on the website of the stock
exchange as eligible for this activity);
(c) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for this activity);
(d) 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
BRLMs.
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 the Bidding Centres and our Registered and Corporate Office. An electronic copy of
the Bid cum Application Form 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/Offer Opening Date.
Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA process.
Anchor Investors are not permitted to participate in the Offer through the ASBA process.
UPI Bidders using the UPI Mechanism must provide the valid UPI ID in the relevant space provided in the Bid cum
Application Form and the Bid cum Application Form that does not contain the UPI ID are liable to be rejected.
ASBA Bidders (other than UPI Bidders using UPI Mechanism) must provide bank account details and authorization to
block funds in their respective ASBA Accounts in the relevant space provided in the ASBA Form and the ASBA Forms
that do not contain such details are liable to be rejected. The ASBA Bidders shall ensure that they have sufficient balance
in their bank accounts to be blocked through ASBA for their respective Bid as the application made by a Bidder shall only
be processed after the Bid amount is blocked in the ASBA account of the Bidder pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.
ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary,
submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such
specified stamp are liable to be rejected. UPI Bidders using UPI Mechanism, may submit their ASBA Forms, including
details of their UPI IDs, with the Syndicate, Sub-Syndicate Members, Registered Brokers, RTAs or CDPs. RIBs
authorizing an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with the SCSBs.
ASBA Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full
Bid Amount can be blocked by the SCSB or the Sponsor Banks, 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 XVII of SEBI ICDR Master Circular.
The prescribed color of the Bid cum Application Form for the various categories is as disclosed below.
Color of Bid cum Application
Category
Form*
Resident Indians, including resident QIBs, Non-Institutional Bidders, Retail Individual Bidders White
and Eligible NRIs
420Color of Bid cum Application
Category
Form*
Non-Residents including Eligible NRIs, FVCIs, FPIs, registered multilateral and bilateral Blue
development financial institutions
Anchor Investors White
Eligible Employees Bidding in the Employee Reservation Portion Pink
________
* Excluding electronic Bid cum Application Form
Notes:
(1) 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).
(2) Bid cum Application Forms for Anchor Investors will be made available at the office of the BRLMs. Anchor Investors are not
permitted to participate in the Offer through the ASBA process.
(3) Bid cum Application Forms for Eligible Employees will be available only at our Registered and Corporate office.
In case of ASBA forms, the relevant Designated Intermediaries shall upload the relevant Bid details in the electronic
bidding system of the Stock Exchanges. For ASBA Forms (other than through 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.
For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the
Sponsor Banks on a continuous basis to enable the Sponsor Banks to initiate the UPI Mandate Request to UPI Bidders for
blocking of funds. The Sponsor Banks 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 (using the UPI Mechanism) in case of failed transactions shall be with the
concerned entity (i.e., the Sponsor Banks, NPCI or the Bankers to the Offer) 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
Banks and the bankers to an issue. The BRLMs shall also be required to obtain the audit trail from the Sponsor Banks and
the Bankers to the Offer for analyzing the same and fixing liability.For ensuring timely information to investors, SCSBs
shall send SMS alerts as specified in the SEBI ICDR Master Circular.
Pursuant to NSE circular dated July 22, 2022 with reference no. 23/2022 and BSE circular dated July 22, 2022 with
reference no. 20220722-30, has mandated that trading members, Syndicate Members, RTA and Depository Participants
shall submit Syndicate ASBA bids above ₹500,000 and NII and QIB bids above ₹200,000, through SCSBs only.
For all pending UPI Mandate Requests, the Sponsor Banks shall initiate requests for blocking of funds in the ASBA
Accounts of relevant Bidders with a confirmation cut-off time of 5:00 p.m. on the Bid/Offer 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 processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the SCSBs only
after such banks provide a written confirmation on compliance with the UPI Circulars.
The Sponsor Banks 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 platform with detailed error
code and description, if any. Further, the Sponsor Banks will undertake reconciliation of all Bid requests and responses
throughout their lifecycle on daily basis and share reports with the BRLMs in the format and within the timelines as
specified under the UPI Circulars. Sponsor Banks 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 UPI switch data, CBS data and
UPI raw data. NPCI is to coordinate with issuer banks and Sponsor Banks on a continuous basis.
The Sponsor Banks shall host a web portals for intermediaries (closed user group) from the date of Bid/Offer Opening
Date until 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 Offer Bidding process.
421Electronic 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 Offer.
(b) On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids until such time as may be permitted
by the Stock Exchanges and as disclosed in this Red Herring Prospectus.
(c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The Designated
Intermediaries are given until 5:00 p.m. for Retail Individual Biddersand 4:00 p.m. for NIB and QIB on the Bid/Offer
Closing Date to modify select fields uploaded in the Stock Exchange Platform during the Bid/Offer Period after which
the Stock Exchange(s) send the Bid information to the Registrar to the Offer for further processing.
(d) QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.
Participation by the Promoters, the members of the Promoter Group, the BRLMs, the Syndicate Member and
persons related to Promoters/the members of the Promoter Group/the BRLMs
The BRLMs and the Syndicate Member 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 BRLMs and the Syndicate
Member may purchase Equity Shares in the Offer, either in the QIB Portion or in the Non-Institutional Portion, as may be
applicable to such Bidders, and such subscription may be on their own account or on behalf of their clients. All categories
of investors, including respective associates or affiliates of the BRLMs and Syndicate Member, shall be treated equally for
the purpose of allocation to be made on a proportionate basis.
Except as stated below, neither the BRLMs nor any associate of the BRLMs can apply in the Offer under the Anchor
Investor Portion:
(i) mutual funds sponsored by entities which are associates of the BRLMs;
(ii) insurance companies promoted by entities which are associates of the BRLMs;
(iii) AIFs sponsored by the entities which are associates of the BRLMs;
(iv) FPIs (other than individuals, corporate bodies and family offices) which are associates of the BRLMs; or
(v) pension funds sponsored by entities which are associates of the BRLMs
Further, an Anchor Investor shall be deemed to be an associate of the BRLMs, if: (a) 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 (b) either of
them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (c) there is
a common director, excluding a nominee director, among the Anchor Investor and the BRLMs.
Further, our Promoters and members of the Promoter Group shall not participate by applying for Equity Shares in the Offer.
However, a QIB who has any of the following rights in relation to our Company shall be deemed to be a person related to
our Promoters or the members of the Promoter Group of our Company:
(i) rights under a shareholders’ agreement or voting agreement entered into with our 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.
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 BRLMs, reserves 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.
422In 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 the 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 HUFs
Bids by Hindu Undivided Families or HUFs, should be made in the individual name of the Karta. The Bidder 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: 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 Eligible NRIs
Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids
accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment.
Eligible NRI Bidders Bidding on a repatriation basis by using the Non-Resident Forms should authorize 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 authorize their SCSB (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.Participation of Eligible NRIs in
the Offer shall be subject to the FEMA Rules.
NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the UPI Circulars). Further,
subject to applicable law, NRIs may use Channel IV (as specified in the UPI Circulars) to apply in the Offer, provided the
UPI facility is enabled for their NRE/ NRO accounts.
NRIs applying in the Offer using UPI Mechanism are advised to enquire with the relevant bank whether their bank account
is UPI linked prior to making such application. For details of investment by NRIs, see “Restrictions on Foreign Ownership
of Indian Securities” on page 437.
Bids by FPIs
In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means the
same multiple entities having common ownership directly or indirectly of more than 50% or common control) must be
below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA Non-debt Instruments Rules, with effect
from April 1, 2020, the aggregate FPI investment limit is the sectoral cap applicable to an Indian company as prescribed
in the FEMA Non-debt Instruments Rules with respect to its paid-up equity capital on a fully diluted basis. Currently, the
sectoral cap for NBFCs is 100% under the automatic route and accordingly, the applicable limit with respect to our
Company is 100%.
FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be specified
by the Government from time to time. 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
reserves the right to reject any Bid without assigning any reason. FPIs who wish to participate in the Offer are advised to
use the Bid cum Application Form for Non-Residents (blue in colour).
In terms of the FEMA, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be
included.
The FEMA NDI Rules were enacted on October 17, 2019 in supersession of the Foreign Exchange Management (Transfer
or Issue of Security by a Person Resident Outside India) Regulations, 2017, except as respects things done or omitted to
be done before such supersession. FPIs are permitted to participate in the Offer subject to compliance with conditions and
restrictions which may be specified by the Government 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 a FPI
423against 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 instruments
issued by, or on behalf of it subject to, interalia, the following conditions:
(i) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations; and
(ii) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred are pre-approved by the FPI.
Bids by FPIs which utilise the multi investment manager structure in accordance with the SEBI master circular bearing
reference number SEBI/HO/AFD/AFD-PoD-2/P/CIR/2024/70 dated May 30, 2024, submitted with the same PAN but with
different beneficiary account numbers, Client IDs and DP IDs shall not be treated as multiple Bids (“MIM Bids”). FPIs
bearing the same PAN may be treated as multiple Bids by a Bidder and may be rejected, except for Bids from FPIs that
utilise the multi investment manager structure in accordance with the Operational FPI Guidelines (such structure referred
to as “MIM Structure”). In order to ensure valid Bids, FPIs making MIM Bids using the same PAN and with 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.
Further, in the following cases, the bids by FPIs will not be considered as multiple Bids: involving (i) the MIM Structure
and indicating the name of their respective investment managers in such confirmation; (ii) offshore derivative instruments
(“ODI”) which have obtained separate FPI registration for ODI and proprietary derivative investments; (iii) sub funds or
separate class of investors with segregated portfolio who obtain separate FPI registration; (iv) 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; (v) multiple branches in
different jurisdictions of foreign bank registered as FPIs; (vi) Government and Government related investors registered as
Category 1 FPIs; and (vii) Entities registered as Collective Investment Scheme having multiple share classes.
Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB Bidder
should not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by an FPI Bidder
utilising the MIM Structure shall be aggregated for determining the permissible maximum Bid. Further, please note that as
disclosed in the Draft Red Herring Prospectus read with the General Information Document, Bid Cum Application Forms
are liable to be rejected in the event that the Bid in the Bid cum Application Form “exceeds the Offer size and/or investment
limit or maximum number of the Equity Shares that can be held under applicable laws or regulations or maximum amount
permissible under applicable laws or regulations, or under the terms of this Red Herring Prospectus.”
For example, an FPI must ensure that any Bid by a single FPI and/ or an investor group (which means the same multiple
entities having common ownership directly or indirectly of more than 50% or common control) (collective, the “FPI
Group”) shall be below 10% of the total paid-up Equity Share capital of our Company on a fully diluted basis. Any Bids
by FPIs and/ or the FPI Group (including but not limited to (a) FPIs Bidding through the MIM Structure; or (b) FPIs with
separate registrations for offshore derivative instruments and proprietary derivative instruments) for 10% or more of our
total paid-up post Offer Equity Share capital shall be liable to be rejected.
Bids by SEBI-registered AIFs, VCFs and FVCIs
The SEBI FVCI Regulations, SEBI VCF Regulations and the SEBI AIF Regulationsprescribe, inter alia, the investment
restrictions on the FVCIs, VCFs and AIFs registered with SEBI respectively. While the SEBI VCF Regulations have since
been repealed, the funds registered as VCFs under the SEBI VCF Regulations continue to be regulated by such regulations
until the existing fund or scheme managed by the fund is wound up. FVCIs can invest only up to 33.33% of the investible
funds by way of subscription to an initial public offering. Category I AIF and Category II AIF cannot invest more than
25% of the investible funds in one investee company directly or through investment in the units of other AIFs, subject to
the conditions prescribed by SEBI. 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, subject to the conditions prescribed by SEBI. AIFs
which are authorized under the fund documents to invest in units of AIFs are prohibited from offering their units for
subscription to other AIFs. Additionally, a VCF that has not re-registered as an AIF under the SEBI AIF Regulations shall
continue to be regulated by the SEBI VCF Regulations (and accordingly shall not be allowed to participate in the Offer)
until the existing fund or scheme managed by the fund is wound up and such funds shall not launch any new scheme after
the notification of the SEBI AIF Regulations.
424There is no reservation for Eligible NRIs, AIFs, FPIs and FVCIs, and all Bidders will be treated on the same basis with
other categories for the purpose of allocation.
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.
The Company, the Selling Shareholders or the BRLMs 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 BRLMs, 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 this, our Company, in consultation with the BRLMs, reserves the right to reject any Bid without
assigning any reason thereof. The investment limit for banking companies in non-financial services companies as per the
Banking Regulation Act, the Master Directions - the Reserve Bank of India (Financial Services provided by Banks)
Directions, 2016, as amended and Master Circular on Basel III Capital Regulations dated May 12, 2023, as amended, is
10% of the paid-up share capital of the investee company, not being its subsidiary engaged in non-financial services, or
10% of the banking company’s own 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, subject to prior approval of the RBI, 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; or (ii) the
additional acquisition is through restructuring of debt, or to protect the banking company’s interest on loans/investments
made to a company. The banking company is required to submit a time bound action plan to the RBI for the disposal of
such shares within a specified period. The aggregate investment by a banking company along with its subsidiaries,
associates or joint ventures or entities directly or indirectly controlled by the banking company; and mutual funds managed
by asset management companies controlled by the banking company, more than 20% of the investee company’s paid up
share capital engaged in non-financial services. However, this cap doesn’t apply to the cases mentioned in (i) and (ii)
above. The aggregate equity investment made 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.
Bidsby SCSBs
SCSBs participating in the Offer are required to comply with the terms of the SEBI ICDR Master Circular. 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 issues and clear demarcated funds should be available in such account for such applications.
Bids by Systemically Important NBFCs
In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, (ii) the last audited financial statements on a standalone basis, (iii) a net worth certificate from
its statutory auditors, and (iv) such other approval as may be required by the Systemically Important NBFCs are required
to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves the
right to reject any Bid, without assigning any reason thereof.
Systemically Important NBFCs participating in the Offer shall comply with all applicable regulations, directions,
guidelines and circulars issued by the RBI from time to time.
The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
425Bids by Insurance Companies
In case of Bids made by insurance companies registered with the IRDAI, 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
BRLMs, reserves the right to reject any Bid without assigning any reason thereof.
The exposure norms for insurers are prescribed under the IRDAI Investment Regulations, based on investments in equity
shares of the investee company, the entire group of the investee company and the industry sector in which the investee
company operates. Insurance companies participating in the Offer are advised to refer to the IRDAI Investment Regulations
for specific investment limits applicable to them and comply with all applicable regulations, guidelines and circulars issued
by the IRDAI from time to time.
Bids by Provident Funds/Pension Funds
In case of Bids made by pension funds registered with the Pension Fund Regulatory and Development Authority
established under sub-section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013,
subject to applicable laws, with minimum corpus of ₹250 million and provident funds with minimum corpus of ₹250
million, 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 BRLMs, reserves
the right to reject any Bid, without assigning any reason thereof.
Bids by Eligible Employees
The Bid must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter so as to ensure that
the Bid Amount payable by the Eligible Employee does not exceed ₹500,000 (net of Employee Discount, if any). The
Allotment in the Employee Reservation Portion will be on a proportionate basis. Only in the event of an under-subscription
in the Employee Reservation Portion post the initial allocation, such unsubscribed portion may be allocated on a
proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of ₹200,000
(net of Employee Discount, if any), subject to the total Allotment to an Eligible Employee not exceeding ₹500,000 (net of
Employee Discount, if any). Subsequent undersubscription, if any, in the Employee Reservation Portion shall be added
back to the Net Offer. Eligible Employees under the Employee Reservation Portion may Bid at Cut-off Price provided that
their Bid does not exceed ₹200,000 (net of Employee Discount, if any). For the method of proportionate basis of Allotment
see “Offer Procedure” on page 418.
Bids under Employee Reservation Portion by Eligible Employees shall be:
(a) made only in the prescribed Bid cum Application Form or Revision Form (i.e., pink colour form);
(b) the Bid must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter so as to
ensure that the Bid Amount payable by the Eligible Employee does not exceed ₹500,000 (net of Employee
Discount, if any). The maximum Bid in this category by an Eligible Employee cannot exceed ₹500,000 (net of
Employee Discount, if any). However, the initial allocation to an Eligible Employee in the Employee Reservation
Portion shall not exceed ₹200,000 (net of Employee Discount, if any). In the event of under-subscription in the
Employee Reservation Portion upon the initial allocation, such unsubscribed portion may be Allotted on a
proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion for a value in excess of
₹200,000 (net of Employee Discount, if any), subject to the maximum value of Allotment made to an Eligible
Employee not exceeding ₹500,000 (net of Employee Discount, if any);
(c) Eligible Employees should mention their employee number at the relevant place in the Bid cum Application Form.
(d) the Bidder should be an Eligible Employee. In case of joint bids, the First Bidder shall be an Eligible Employee;
(e) only Eligible Employees (as defined in this Red Herring Prospectus) would be eligible to apply in the Offer under
the Employee Reservation Portion;
(f) only those Bids, which are received at or above the Offer Price (net of Employee Discount, if any), would be
considered for Allotment under this category;
(g) Eligible Employees can apply at Cut-off Price;
(h) Bid by Eligible Employees can be made also in the Retail Portion or the Non-Institutional Portion and such Bids
shall not be treated as multiple Bids;
(i) if the aggregate demand in this category is less than or equal to [●] Equity Shares at or above the Offer Price, full
allocation shall be made to the Eligible Employees to the extent of their demand; and
426(j) under-subscription, if any, in the Employee Reservation Portion will be added back to the Net Offer. In case of
under-subscription in the Net Offer, spill over to the extent of under-subscription shall be permitted from the
Employee Reservation Portion. If the aggregate demand in this category is greater than [●] Equity Shares at or
above the Offer Price, the allocation shall be made on a proportionate basis.
Bids under Power of Attorney
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies,
eligible FPIs, Mutual Funds, Systemically Important NBFCs, insurance companies, insurance funds set up by the army,
navy or air force of the Union of India, insurance funds set up by the Department of Posts, India, or the National Investment
Fund and provident funds with a minimum corpus of ₹250 million (subject to applicable law) and pension funds with a
minimum corpus of ₹250 million, registered with the Pension Fund Regulatory and Development Authority established
under sub-section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013, 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 BRLMs, reserves the right to accept or reject any Bid in whole
or in part, in either case without assigning any reason therefor.
Our Company, in consultation with the BRLMs, in its absolute discretion, reserves 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 BRLMs may deem fit.
In accordance with existing regulations issued by the RBI, OCBs cannot participate in this Offer.
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.
The above information is given for the benefit of the Bidders. The information herein is subject to
amendment/modification/change 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 Draft Red Herring Prospectus, or as will be specified in this Red Herring Prospectus and the
Prospectus.
Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations, the key terms for participation by Anchor Investors are provided below.
(i) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the
BRLMs.
(ii) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100 million. A
Bid cannot be submitted for over 60% of the QIB Portion. 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 ₹100 million.
(iii) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
(iv) Bidding for Anchor Investors will open one Working Day before the Bid/ Offer Opening Date.
(v) Our Company, in consultation with the BRLMs may finalize 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 ₹100.00 million;
(b) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion
is more than ₹100.00 million but up to ₹2,500.00 million, subject to a minimum Allotment of ₹50.00 million per
Anchor Investor; and (c) in case of allocation above ₹2,500.00 million under the Anchor Investor Portion, a
minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500.00 million, and
an additional 10 Anchor Investors for every additional ₹2,500.00 million, subject to minimum Allotment of ₹50.00
million per Anchor Investor.
(vi) Allocation to Anchor Investors will be completed on the Anchor Investor Bid/ Offer Period. 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 BRLMs before the Bid/Offer Opening Date, through intimation to the Stock Exchanges.
427(vii) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
(viii) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Offer Price and the Anchor Investor Offer Price will be payable by the Anchor Investors on the Anchor
Investor pay-in date specified in the CAN. If the Offer Price is lower than the Anchor Investor Offer Price, Allotment
to successful Anchor Investors will be at the higher price.
(ix) 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% of the Equity Shares shall be locked-in for a
period of 30 days from the date of Allotment.
(x) Neither the BRLMs(s) or any associate of the BRLMs (other than mutual funds sponsored by entities which are
associate of the BRLMs or insurance companies promoted by entities which are associate of the BRLMs or Alternate
Investment Funds (AIFs) sponsored by the entities which are associates of the BRLMs or FPIs, other than
individuals, corporate bodies and family offices which are associates of the BRLMs or pension funds sponsored by
entities which are associates of the BRLMs) shall apply under the Anchor Investors Portion.
Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids.
For more information, please read the General Information Document.
Information 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, the Selling Shareholders and/or the BRLMs 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 the Draft Red Herring Prospectus, this Red Herring Prospectus or the Prospectus;
nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges.
General Instructions
Do’s:
A. Check if you are eligible to apply as per the terms of this Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should submit their Bids through
the ASBA process only;
B. Ensure that you have Bid within the Price Band;
C. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
D. Ensure that you (other than the Anchor Investors) have mentioned the correct details of your ASBA Account (i.e.,
bank account number) in the Bid cum Application Form if you are not a UPI Bidder using the UPI Mechanism in
the Bid cum Application Form and if you are a UPI Bidder using the UPI Mechanism ensure that you have
mentioned the correct UPI ID (with maximum length of 45 characters including the handle), in the Bid cum
Application Form;
E. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Center (except in case of electronic Bids) within the prescribed time.
Bidders (other than Anchor Investors) shall submit the Bid cum Application Form in the manner set out in the
General Information Document;
F. Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification dated
February 13, 2020 issued by the Central Board of Direct Taxes and the press release dated June 25, 2021,
September 17, 2021, March 30, 2022 and March 28, 2023.
428G. Bidders Bidding shall ensure that they use only their own ASBA Account or only their own bank account linked
UPI ID (for UPI Bidders using the UPI Mechanism) to make an application in the Offer and not ASBA Account
or bank account linked UPI ID of any third party;
H. UPI Bidders Bidding using the UPI Mechanism shall make Bids only through the SCSBs, mobile applications
and UPI handles whose name appears in the list of SCSBs which are live on UPI, as displayed on the SEBI
website. An application made using incorrect UPI handle or using a bank account of an SCSB or bank which is
not mentioned on the SEBI website is liable to be rejected;
I. Ensure that you have funds equal to or more than the Bid Amount in the ASBA Account maintained with the
SCSB before submitting the ASBA Form to any of the Designated Intermediaries;
J. UPI Bidders using UPI Mechanism, may submit their ASBA Forms with the Syndicate Member, Registered
Brokers, RTAs or CDPs and should ensure that the ASBA Form contains the stamp of such Designated
Intermediary;
K. The ASBA bidders shall ensure that bids above ₹500,000, are uploaded only by the SCSBs;
L. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms.
If the First Bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is signed by the
ASBA Account holder. Ensure that you have mentioned the correct bank account number in the Bid cum
Application Form;
M. 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 the name of only the First Bidder whose name should also appear as the first holder of the
beneficiary account held in joint names;
N. Ensure that you request for and receive a stamped Acknowledgment Slip in the form of a counterfoil or
acknowledgment specifying the application number as a proof of having accepted the of the Bid cum Application
Form for all your Bid options from the concerned Designated Intermediary;
O. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was
placed, and obtain a revised Acknowledgment Slip;
P. Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs and/or
the designated branches of SCSBs or the relevant Designated Intermediary, as applicable;
Q. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who,
in terms of the circular (no. MRD/DoP/Cir-20/2008) dated June 30, 2008 issued by the SEBI, may be exempt
from specifying their PAN for transacting in the securities market, (ii) submitted by investors who are exempt
from the requirement of obtaining/specifying their PAN for transacting in the securities market, and (iii) Bids by
persons resident in the state of Sikkim, who, in terms of the SEBI circular dated July 20, 2006, may be exempted
from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted
under the Income Tax 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;
R. 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;
S. 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;
T. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trusts, etc., the relevant
documents, including a copy of the power of attorney, if applicable, are submitted;
U. Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and Indian laws;
V. Since the Allotment will be in demat form only, ensure that the depository account is active, the correct DP ID,
Client ID, the PAN, and UPI ID (for UPI Bidders Bidding through UPI Mechanism) and PAN are mentioned in
their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, UPI ID (for UPI Bidders
bidding through UPI Mechanism) and the PAN entered into the online IPO system of the Stock Exchanges by the
429relevant Designated Intermediary, as applicable, matches with the name, DP ID, Client ID, UPI ID (for UPI
Bidders bidding through UPI Mechanism) and PAN available in the Depository database;
W. In case of QIBs and NIBs, ensure that while Bidding through a Designated Intermediary, the ASBA Form 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);
X. The ASBA Bidders shall use only their own bank account or only their own bank account linked UPI ID for the
purposes of making Application in the Offer, which is UPI 2.0 certified by NPCI;
Y. Bidders (except UPI Bidders Bidding through the UPI Mechanism) should instruct their respective banks to
release the funds blocked in the ASBA account under the ASBA process.
Z. In case of UPI Bidders, once the Sponsor Banks issues the Mandate Request, the UPI Bidders would be required
to proceed to authorize the blocking of funds by confirming or accepting the UPI Mandate Request to authorize
the blocking of funds equivalent to application amount and subsequent debit of funds in case of Allotment, in a
timely manner;
AA. 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;
BB. Ensure that when applying in the Offer using the UPI Mechanism, the name of your SCSB appears in the list of
SCSBs displayed on the SEBI website which are live on UPI. Further, also ensure that the name of the app and
the UPI handle being used for making the application is also appearing in Annexure ‘A’ to the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019;
CC. In case of ASBA Bidders (other than 3-in-1 Bids) Syndicate Member shall ensure that they do not upload any bids
above ₹500,000;
DD. UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the
Designated Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the UPI Mandate Request
received from the Sponsor Banks to authorize blocking of funds equivalent to the revised Bid Amount in the UPI
Bidder’s ASBA Account;
EE. Anchor Investors should submit the Anchor Investor Application Forms to the BRLMs;
FF. 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;
GG. Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event such FPIs utilise
the MIM Structure and such Bids have been made with different beneficiary account numbers, Client IDs and DP
IDs;
HH. UPI Bidders Bidding through 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 authorize the UPI Mandate Request using
his/her/its UPI PIN. Upon the authorization of the mandate using his/her UPI PIN, a UPI Bidder may be deemed
to have verified the attachment containing the application details of the UPI Bidder in the UPI Mandate Request
and have agreed to block the entire Bid Amount and authorizes the Sponsor Banks to block the Bid Amount
mentioned in the Bid cum Application Form;
II. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00 p.m. on
the Bid/ Offer Closing Date;
JJ. Bids by Eligible NRIs, HUFs and any individuals, corporate bodies and family offices who are FPIs and registered
with SEBI for a Bid Amount of less than ₹200,000 would be considered under the Retail Portion for the purposes
of allocation and Bids for a Bid Amount exceeding ₹200,000 would be considered under the Non-Institutional
Portion for allocation in the Offer;
KK. Ensure that you have correctly signed the authorization/undertaking box in the Bid cum Application Form, or
have otherwise provided an authorization to the SCSB or the Sponsor Banks, as applicable, via the electronic
mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum
Application Form, as the case may be, at the time of submission of the Bid. In case of UPI Bidders submitting
their Bids and participating in the Offer through the UPI Mechanism, ensure that you authorize the UPI Mandate
430Request raised by the Sponsor Banks for blocking of funds equivalent to Bid Amount and subsequent debit of
funds in case of Allotment;
LL. Ensure that the Demographic Details are updated, true and correct in all respects; and
MM. Ensure that your PAN is linked with your Aadhaar card, and that you are in compliance with notification dated
February 13, 2020 and the press release dated June 25, 2021, September 17, 2021, March 30, 2022 and March 28,
2023, each issued by the Central Board of Direct Taxes.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned in the
Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 is liable to be rejected.
Don’ts:
A. Do not Bid for lower than the minimum Bid size;
B. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
C. Do not Bid/revise the Bid Amount to an amount calculated at less than the Floor Price or higher than the Cap Price;
D. Do not Bid for a Bid Amount exceeding ₹200,000 (for Bids by Retail Individual Bidders) and ₹500,000 (for Bids by
Eligible Employees Bidding in the Employee Reservation Portion);
E. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
F. Do not pay the Bid Amount in cheques, demand drafts, cash, money order, postal order or by stock invest;
G. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;
H. Do not submit the Bid cum Application Forms to any non-SCSB bank or our Company;
I. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;
J. Do not submit the Bid for an amount more than funds available in your ASBA account;
K. 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. Retail Individual Bidders can revise or withdraw their
Bids on or before the Bid/Offer Closing Date;
L. Do not submit your Bid after 3.00 p.m. on the Bid/Offer Closing Date;
M. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be,
after you have submitted a Bid to any of the Designated Intermediary;
N. If you are a QIB, do not submit your Bid after 3 p.m. on the Bid/Offer Closing Date for QIBs;
O. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Member shall ensure that they do not upload any bids
above ₹500,000;
P. Do not Bid for Equity Shares in excess of what is specified for each category;
Q. In case of ASBA Bidders and UPI Bidders using UPI mechanism, do not submit more than one Bid cum Application
Form per ASBA Account or UPI ID, respectively;
R. Do not make the Bid cum Application Form using third party bank account or using third party linked bank account
UPI ID;
S. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a color prescribed for another category of Bidder;
T. 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;
U. 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);
V. Do not fill up the Bid cum Application Form such that the number of Equity Shares Bid for exceeds the Offer size
and/or investment limit or maximum number of the Equity Shares that can be held under the applicable laws or
regulations, or under the terms of this Red Herring Prospectus;
W. Do not submit the General Index Register (GIR) number instead of the PAN;
431X. Do not submit incorrect details of the DP ID, Client ID, the PAN and UPI ID, if applicable, or provide details for a
beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer;
Y. Do not submit the ASBA Forms to any Designated Intermediary that is not authorized to collect the relevant ASBA
Forms or to our Company;
Z. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres. If you are
RIB and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs;
AA. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in
the relevant ASBA account;
BB. Anchor Investors should not Bid through the ASBA process;
CC. Do not Bid on a Bid cum Application Form that does not have the stamp of a Designated Intermediary;
DD. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be,
after you have submitted a Bid to any of the Designated Intermediaries;
EE. 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;
FF. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an SCSB
or a bank which is not mentioned in the list provided in the SEBI website is liable to be rejected;
GG. Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders Bidding using the
UPI Mechanism; and
HH. Do not Bid if you are an OCB.
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-Offer or post-Offer 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” on page 78.
Further, helpline details of the BRLMs pursuant to the SEBI RTA Master Circular and the SEBI ICDR Master Circular
are set out in the table below:
S. No. Name of the BRLM Helpline (email) Telephone
1. Axis Capital Limited complaints@axiscap.in +91 22 4325 2183
2. DAM Capital Advisors Limited complaint@damcapital.in +91 22 4202 2500
Grounds for Technical Rejection
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 maybe rejected on the following additional technical grounds:
1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
3. Bids submitted on a plain paper;
4. Bids submitted by UPI Bidders using the UPI Mechanism through an SCSBs and/or using a mobile application or
UPI handle, not listed on the website of SEBI;
5. Bids under the UPI Mechanism submitted by UPI Bidders using third party bank accounts or using a third party
linked bank account UPI ID (subject to availability of information regarding third party account from Sponsor
Banks);
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 no. CIR/MRD/DP/ 22 /2010 dated July 29, 2010;
10. GIR number furnished instead of PAN;
43211. Bids by RIBs Bidding in the Retail Portion with Bid Amount of a value of more than ₹200,000;
12. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations,
guidelines and approvals;
13. Bids by Eligible Employees Bidding in the Employee Reservation Portion with Bid Amount of a value of more than
₹0.50 million;
14. Bids accompanied by stock invest, money order, postal order or cash; and
15. Bids by QIBs uploaded after 4.00 pm on the QIB Bid/ Offer Closing Date and by Non-Institutional Bidders uploaded
after 4.00 p.m. on the Bid/ Offer Closing Date, and Bids by RIBs uploaded after 5.00 p.m. on the Bid/ Offer Closing
Date, unless extended by the Stock Exchanges.
Further, Bidders shall be entitled to compensation in the manner specified in the SEBI ICDR Master Circular and the SEBI
RTA Master Circular, as applicable to the RTAs in case of delays in resolving investor grievances in relation to
blocking/unblocking of funds.
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 the Company Secretary and Compliance Officer. For details of the
Company Secretary and Compliance Officer, see “General Information” beginning on page 78.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorized employees of the Designated Stock Exchange, along with the BRLMs and the Registrar, shall ensure that
the Basis of Allotment is finalized in a fair and proper manner in accordance with the procedure specified in 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 through this Red Herring Prospectus and the
Prospectus except in case of oversubscription for the purpose of rounding off to make allotment, in consultation with the
Designated Stock Exchange. Further, upon oversubscription, an allotment of not more than one per cent of the Offer may
be made for the purpose of making allotment in minimum lots.
The allotment of Equity Shares to Bidders other than to the RIBs, NIBs 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 Investor shall not be less than the minimum Bid Lot, subject to
the availability of shares in Retail Individual Investor category, and the remaining available shares, if any, shall be allotted
on a proportionate basis. Not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders.
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 ₹200,000 and up to ₹1,000,000, and (ii) two-third of the portion available to Non-Institutional
Bidders shall be reserved for applicants with an application size of more than ₹1,000,000, 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. The allotment to each Non-Institutional Bidder shall not be less than the Minimum NIB Application
Size, subject to the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares.
The allotment of Equity Shares to each Retail Individual Bidder and Non-Institutional Bidder shall not be less than the
minimum bid lot, subject to the availability of shares in the Retail Portion and Non-Institutional Bidder, and the remaining
available shares, if any, shall be allotted on a proportionate basis.
Payment into Escrow Accounts for Anchor Investors
Our Company, in consultation with the BRLMs, in its 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 should transfer the Bid Amount (through direct credit, RTGS,
NACH or NEFT) to the Escrow Accounts. For Anchor Investors, the payment instruments for payment into the Escrow
Accounts should be drawn in favor of:
(a) In case of resident Anchor Investors: “EURO PRATIK SALES LIMITED R ACCOUNT”; and
433(b) In case of Non-Resident Anchor Investors: “EURO PRATIK SALES LIMITED NR ACCOUNT”.
Anchor Investors should note that the escrow mechanism is not prescribed by the SEBI and has been established as an
arrangement between our Company, the Selling Shareholders, the Syndicate, the Escrow Collection Bank and the Registrar
to the Offer to facilitate collections of Bid amounts from Anchor Investors.
Pre-Offer and Price Band Advertisement
Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing this Red Herring Prospectus with the
RoC, publish a pre-Offer and price band advertisement, in the form prescribed by the SEBI ICDR Regulations, in: all
editions of the English and Hindi national daily newspaper, Business Standard and the Mumbai edition of the Marathi daily
newspaper, Navshakti (Marathi being the regional language of Maharashtra, where our Registered and Corporate Office is
located), each with wide circulation.
In the pre-Offer and price band advertisement, we shall state the Bid/Offer Opening Date and the Bid/Offer Closing Date.
The 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.
Allotment advertisement
The Allotment Advertisement shall be uploaded on the websites of our Company, BRLMs and Registrar to the Offer,
before 9:00 p.m. IST, on the second Working Day after the Bid/ Offer Closing Date, provided such final listing and trading
approval from each of BSE and NSE is received prior to 9:00 p.m. IST on such day. In the event that the final listing and
trading approval from each of BSE and NSE is received post 9:00 p.m. IST on the second Working Day after the Bid/
Offer Closing Date, then the Allotment Advertisement shall be uploaded on the websites of our Company, BRLMs and
Registrar to the Offer, following the receipt of final listing and trading approval from each of BSE and NSE.
Our Company, the BRLMs and the Registrar shall publish an allotment advertisement not later than one Working Day
after the date of commencement of trading, disclosing the date of commencement of trading in all editions of the English
and Hindi national daily newspaper, Business Standard and the Mumbai edition of the Marathi daily newspaper, Navshakti
(Marathi being the regional language of Maharashtra, where our Registered and Corporate Office is located), each with
wide circulation.
Signing of the Underwriting Agreement and the RoC Filing
(a) Our Company, the Selling Shareholders and the Underwriters intend to enter into an Underwriting Agreement on
or immediately after the finalization of the Offer Price but prior to the filing of Prospectus.
(b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in
accordance with applicable law, which then would be termed as the ‘Prospectus’. The Prospectus will contain details
of the Offer Price, the Anchor Investor Offer Price, Offer size, and underwriting arrangements and will be complete
in all material respects.
Impersonation
Attention of the Bidders 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 ₹1 million 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
434years.) Further, where the fraud involves an amount less than ₹1 million 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 ₹5 million or with both.
Undertakings by our Company
Our Company undertakes the following:
• adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders;
• the complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily;
• all steps 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 three Working Days of the Bid/Offer Closing
Date or such other time as may be prescribed by the SEBI or under any applicable law shall be taken;
• if Allotment is not made within the prescribed time period under applicable law, the entire Bid amount received will
be refunded/unblocked within the time prescribed under applicable law, failing which interest will be due to be paid
to the Bidders at the rate prescribed under applicable law for the delayed period;
• the funds required for making refunds (to the extent applicable) to unsuccessful Bidders as per the mode(s) disclosed
shall be made available to the Registrar to the Offer by our Company;
• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall
be sent to the Bidder within the time prescribed under applicable law, giving details of the bank where refunds shall
be credited along with amount and expected date of electronic credit of refund;
• no further issue of the Equity Shares shall be made until the Equity Shares issued through this Red Herring Prospectus
are listed or until the Bid monies are unblocked in ASBA Account/refunded on account of non-listing, under-
subscription, etc.; and
• if our Company, in consultation with the BRLMs withdraws the Offer after the Bid/ Offer Closing Date and thereafter
determines that it will proceed with an issue of the Equity Shares, it shall be required to file a fresh draft red herring
prospectus with the SEBI.
Undertakings by the Selling Shareholders
The Selling Shareholders, severally and not jointly, undertake the following:
• they are the legal and beneficial owners of the respective Equity Shares offered by them in the Offer for Sale;
• the respective Equity Shares offered by them in the Offer for Sale are free and clear of any encumbrances and shall be
transferred to the successful Bidders within the time specified under applicable law.
• they have authorized our Company to take such necessary steps in relation to the completion of Allotment and dispatch
of the Allotment Advice and CAN, if required, and refund orders to the extent of Equity Shares offered by them in the
Offer for Sale;
• they shall not have any recourse to the proceeds of the Offer for Sale until final listing and trading approvals have
been received from the Stock Exchanges;
• they shall comply with all applicable laws, including the Companies Act, the SEBI ICDR Regulations, the FEMA and
all applicable circulars, guidelines and regulations issued by the SEBI and the RBI, each in relation to the respective
Equity Shares offered by them in the Offer for Sale to the extent that such compliance is the obligation of such Selling
Shareholders;
• they shall provide reasonable support and extend such reasonable cooperation as may be required by our Company
and the BRLMs in redressal of such investor grievances that pertain to their portion of the Offered Shares; and
• they shall provide reasonable assistance to our Company and the BRLMs to ensure that the Equity Shares offered by
them in the Offer shall be transferred to the successful Bidders within the specified time period under applicable law.
435Utilization of Net Proceeds
Our Company and the Selling Shareholders, severally and not jointly, specifically confirm that all monies received out of
the Offer 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.
Withdrawal of the Offer
Our Company, in consultation with the BRLMs, reserves the right to not proceed with the Offer, in whole or part thereof,
after the Bid/Offer Opening Date but before the Allotment. In the event that our Company, in consultation with the BRLMs,
decide not to proceed with the Offer, our Company shall issue a public notice in the newspapers in which the pre-Offer
and price band advertisements were published, within two days of the Bid/Offer Closing Date or such other time as may
be prescribed by the SEBI, providing reasons for not proceeding with the Offer. In such event, the BRLMs through the
Registrar to the Offer, shall notify the SCSBs and the Sponsor Banks, as applicable, to unblock the Bid Amounts in the
bank accounts of the ASBA Bidders and the BRLMs shall notify the Escrow Collection Bank to release the Bid Amounts
of the Anchor Investors and any other investors, as applicable, within one Working Day from the date of receipt of such
notification. Our Company shall also inform the same to the Stock Exchanges on which the Equity Shares are proposed to
be listed.
If our Company, in consultation with the BRLMs, withdraws the Offer after the Bid/Offer Closing Date and thereafter
determine that they will proceed with a fresh issue or offer for sale of Equity Shares, our Company shall file a fresh draft
red herring prospectus with the SEBI. Notwithstanding the foregoing, the Offer is also subject to obtaining (i) the final
RoC approval of the Prospectus after it is filed with the RoC and (ii) the final listing and trading approvals of the Stock
Exchanges, which our Company shall apply for after Allotment.
436RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and
FEMA. 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, 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.
The Government of India has from time to time made policy pronouncements on foreign direct investment (“FDI”) through
press notes and press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry, Government of India (earlier known as the Department of Industrial Policy and Promotion) (“DPIIT”), issued
the FDI Policy, which, with effect from October 15, 2020 consolidated, subsumed and superseded all previous press notes,
press releases and clarifications on FDI issued by the DPIIT that were in force and effect as at and prior to October 15,
2020. The FDI Policy will be valid until the DPIIT issues an updated circular.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided
that: (i) the activities of the investee company are under the automatic route under the FDI Policy and transfer does not
attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits
under the FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI. For details of
the aggregate limit for investments by NRIs and FPIs in our Company, see “Offer Procedure—Bids by Eligible NRIs” and
“Offer Procedure—Bids by FPIs” each on page 423.
In accordance with existing regulations issued by the RBI, OCBs cannot participate in this Offer.
Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 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 (“Restricted
Investors”), will require prior approval of the Government, as prescribed in the FDI Policy and the FEMA Rules. Further,
in the event of transfer of ownership of any existing or future foreign direct investment in an entity in India, directly or
indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent change
in the beneficial ownership will also require approval of the Government. Furthermore, on April 22, 2020, the Ministry of
Finance, Government of India has also made a similar amendment to the FEMA Rules. Pursuant to the Foreign Exchange
Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020, a multilateral bank or fund, of which India is a
member, shall not be treated as an entity of a particular country nor shall any country be treated as the beneficial owner of
the investments of such bank or fund in India.
Each Bidder should seek independent legal advice about its ability to participate in the Offer. In the event such prior
approval of the Government of India is required, and such approval has been obtained, the Bidder shall intimate our
Company and the Registrar to the Offer in writing about such approval along with a copy thereof within the Bid/Offer
Period.
For further details, see “Offer Procedure” on page 418.
The above information is given for the benefit of the Bidders. The information herein is subject to
amendment/modification/change after the date of this Red Herring Prospectus. Bidders are advised to make their
independent investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits
under laws or regulations.
437SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION
Capitalized terms used in this section have the meanings that have been given to such terms in the Articles of Association
of our Company. Pursuant to the SEBI ICDR Regulations, the main provisions of the Articles of Association of our
Company are detailed below.
The Articles have been adopted pursuant to a special resolution passed by the shareholders of our Company in the
extraordinary general meeting held on August 22, 2024, in substitution for, and to the exclusion of, the earlier articles of
association of the Company.
No material clause of the Articles of Association that has a bearing on the Offer and on the disclosures in this Red Herring
Prospectus has been excluded.
PRELIMINARY
TABLE ‘F’ EXCLUDED
1. The regulations contained in Table ‘F’ of Schedule I to the Companies Act, 2013, as amended, shall not apply to
the Company, except in so far as the same are repeated, contained or expressly made applicable in these Articles
or by the said Act and the rules thereunder. The Company shall be governed by these Articles.
2. The regulations for the management of the Company and for the observance by the members thereto and their
representatives, shall, subject to any exercise of the statutory powers of the Company with reference to addition,
alteration, substitution, modification, repeal and variation thereto in the manner prescribed or permitted by the
Companies Act, 2013, as amended, be such as are contained in these Articles.
DEFINITIONS AND INTERPRETATION
3. In the interpretation of these Articles, the following words and expressions, unless repugnant to the subject or
context, shall mean the following:
“Act” means the Companies Act, 2013 and the rules enacted and any statutory modification, amendments or re-
enactment thereof for the time being in force and the term shall be deemed to refer to the applicable section thereof
which is relatable to the relevant Article in which the said term appears in these Articles and any previous company
law, so far as may be applicable;
“Annual General Meeting” means the annual general meeting of the Company convened and held in accordance
with the Act;
“Articles of Association” or “Articles” means these Articles of Association of the Company, as may be altered
from time to time in accordance with the Act;
“Board” or “Board of Directors” means the board of directors of the Company, as constituted from time to time,
in accordance with applicable Laws and the provisions of these Articles;
“Board Meeting” means any meeting of the Board, as convened from time to time and any adjournment thereof,
in accordance with applicable Laws and the provisions of these Articles;
“Beneficial Owner” means beneficial owner as defined in Section 2(1)(a) of the Depositories Act, 1996;
“Chairman” or “Chairperson” means a Director designated as the Chairman or Chairperson of the Company by
the Board of Directors for the time being;
“Company” means Euro Pratik Sales Limited, a public company incorporated with limited liability under the
Laws of India;
“Debenture” includes debenture-stock, bonds or any other securities of the Company evidencing a debt, whether
constituting a charge on the assets of the Company or not;
“Depositories Act” means the Depositories Act, 1996, as amended and the rules framed thereunder;
438“Depository” means a depository, as defined in Section 2(1)(e) of the Depositories Act and a company formed
and registered under the Act and which has been granted a certificate of registration under Section 12(1A) of the
Securities and Exchange Board of India Act, 1992;
“Director” means any director of the Company, including alternate directors, independent directors and nominee
directors appointed, from time to time, in accordance with the Act, other applicable Laws and the provisions of
these Articles;
“Equity Shares” means the issued, subscribed and fully paid-up equity shares of the Company having the face
value set out in the Memorandum;
“Extraordinary General Meeting” means an extraordinary general meeting of the Company convened and held
in accordance with the Act;
“General Meeting” means any duly convened meeting of the Shareholders of the Company and any
adjournments thereof;
“Governmental Authority” means any governmental, quasi-governmental, statutory, departmental, regulatory
or public body constituted by any statute, Law, regulation, ordinance, rule or bye-law or a tribunal or court of
competent jurisdiction or other authority in any nation, state, city, locality or other political subdivision thereof;
“Law(s)” means any statute, law, regulation, ordinance, rule, bye-law, judgment, order, decrees, ruling, approval,
directive, guidelines, policy, clearance, requirement or other governmental restriction or any similar form of
decision of or determination by, or any interpretation, policy or administration, having the force of law of any of
the foregoing by any Governmental Authority having jurisdiction over the matter in question;
“Listing Regulations” means the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015;
“Member” or “Shareholder” means the duly registered holder from time to time, of the Shares of the Company
and includes the subscribers to the Memorandum of Association and in case of Shares held by a Depository, the
beneficial owners whose names are recorded as such with the Depository;
“Memorandum” or “Memorandum of Association” means the Memorandum of Association of the Company,
as may be altered from time to time;
“Office” means the registered office, for the time being, of the Company;
“Officer” shall have the meaning assigned thereto by Section 2(59) of the Act;
“Ordinary Resolution” shall have the meaning assigned thereto by Section 114(1) of the Act;
“Register of Members” means the Register of Members to be maintained pursuant to the provisions of Section
88 of the Act and the Register of Beneficial Owners pursuant to Section 11 of the Depositories Act, in case of
Shares held in a Depository;
“Relatives” shall have the meaning assigned thereto by Section 2(77) of the Act;
“Rules” means the applicable rules for the time being in force as prescribed under the relevant sections of the Act;
“Section” means the section of the Act;
“Share” means a share in the share capital of a company;
“Special Resolution” shall have the meaning assigned thereto by Section 114(2) of the Act; and
“Tribunal” shall have the meaning assigned thereto by Section 2(90) of the Act.
4. Except where the context requires otherwise, these Articles will be interpreted as follows:
439(a) headings are for convenience only and shall not affect the construction or interpretation of any provision
of these Articles.
(b) where a word or phrase is defined, other parts of speech and grammatical forms and the cognate variations
of that word or phrase shall have corresponding meanings;
(c) words importing the singular shall include the plural and vice versa;
(d) all words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine,
feminine and neuter genders;
(e) the expressions “hereof”, “herein” and similar expressions shall be construed as references to these
Articles as a whole and not limited to the particular Article in which the relevant expression appears;
(f) the ejusdem generis (of the same kind) rule will not apply to the interpretation of these Articles.
Accordingly, include and including will be read without limitation;
(g) any reference to a person includes any individual, firm, corporation, partnership, company, trust,
association, joint venture, government (or agency or political subdivision thereof) or other entity of any
kind, whether or not having separate legal personality. A reference to any person in these Articles shall,
where the context permits, include such person’s executors, administrators, heirs, legal representatives
and permitted successors and assigns;
(h) a reference to any document (including these Articles) is to that document as amended, consolidated,
supplemented, novated or replaced from time to time;
(i) references made to any provision of the Act or the Rules shall be construed as meaning and including the
references to the rules and regulations made in relation to the same by the Ministry of Corporate Affairs,
Government of India;
(j) the applicable provisions of the Companies Act, 1956 shall cease to have effect from the date on which
the corresponding provisions under the Act have been notified;
(k) a reference to a statute or statutory provision includes, to the extent applicable at any relevant time:
(i) that statute or statutory provision as from time to time consolidated, modified, re-enacted or
replaced by any other statute or statutory provision; and
(ii) any subordinate legislation, rule or regulation made under the relevant statute or statutory
provision;
(l) references to writing include any mode of reproducing words in a legible and non-transitory form;
(m) references to Rupees, Rs., INR, ₹ are references to the lawful currency of India; and
(n) save as aforesaid, any words or expressions defined in the Act shall, if not inconsistent with the subject
or context, bear the same meaning in these Articles.
5. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done
shall be calculated by excluding the day on which the period commences and including the day on which the
period ends and by extending the period to the next Business Day following if the last day of such period is not a
Business Day; and whenever any payment is to be made or action to be taken under these Articles is required to
be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next
Business Day following.
PUBLIC COMPANY
6. The Company is a public company limited by Shares within the meaning of sections 2(71) and 3(1)(a) the Act.
440SHARE CAPITAL AND VARIATION OF RIGHTS
7. AUTHORISED SHARE CAPITAL
The authorised share capital of the Company shall be such amount, divided into such class(es), denomination(s)
and number of Shares in the Company as may, from time to time, be provided in Clause V of the Memorandum
of Association, with power to re-classify, consolidate and increase or reduce such capital from time to time, and
power to divide the share capital into other classes and to attach thereto respectively such preferential, convertible,
deferred, qualified, or other special rights, privileges, conditions or restrictions and to vary, modify or abrogate
the same in such manner as may be determined by or in accordance with these Articles, subject to the provisions
of applicable Law for the time being in force.
8. NEW CAPITAL PART OF THE EXISTING CAPITAL
Except so far as otherwise provided by the conditions of issue or by these Articles, any capital raised by the
creation of new Shares shall be considered as part of the existing capital, and shall be subject to the provisions
herein contained, with reference to the payment of calls and installments, forfeiture, lien, surrender, transfer and
transmission, voting and otherwise.
9. KINDS OF SHARE CAPITAL
The Company may issue the following kinds of Shares in accordance with these Articles, the Act, the rules, and
other applicable Laws:
(a) Equity share capital:
(i) with voting rights; and/or
(ii) with differential rights as to dividend, voting or otherwise in accordance with the Act; and
(b) Preference share capital, non-convertible or convertible into Equity Shares, as permitted and in
accordance with the applicable Laws, from time to time
10. SHARES AT THE DISPOSAL OF THE BOARD OF DIRECTORS
Subject to the provisions 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 Board of Directors who may issue, allot or otherwise dispose of the same or any of them to such
person or employees (under an employee stock option scheme passed by a Special Resolution) , in such proportion and on
such terms and conditions and either at a premium or at par or at a discount and at such time as they may from time to time
think fit, subject to the compliance with the provisions of the Act, and with the sanction of the Company in the General
Meeting to give to any person or employees the option or right to call for any Shares either at par or premium during such
time and for such consideration as the Board of Directors thinks fit, and the Board of Directors may issue, and allot or
otherwise dispose Shares in the capital of the Company on payment in full or part payment for any property sold or
transferred, goods or machinery supplied 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 or partly paid-up Shares and if so issued, shall
be deemed to be fully paid Shares. Provided that option or right to call for Shares shall not be given to any person or persons
without the sanction of the Company in the General Meeting.
11. ALTERATION OF SHARE CAPITAL
Subject to the provisions of Section 61 of the Act, the Company in its General Meetings may, by an Ordinary
Resolution, from time to time:
(a) increase the authorised share capital by such sum, to be divided into Shares of such amount as it thinks
expedient;
(b) sub-divide its existing Shares, or any of them into Shares of smaller amount than is fixed by the
Memorandum of Association, and the resolution whereby any share is sub-divided, may determine that
as between the holders of the Shares resulting from such sub-division, one (1) or more of such Shares
441have some preference or special advantage in relation to dividend, capital or otherwise as compared with
the others;
(c) cancel any Shares which at the date of such General Meeting have not been taken or agreed to be taken
by any person and diminish the amount of its share capital by the amount of the Shares so cancelled;
(d) consolidate and divide all or any of its share capital into Shares of larger or smaller amount than its
existing Shares; provided that any consolidation and division which results in changes in the voting
percentage of Members shall require applicable approvals under the Act; and
(e) convert all or any of its fully paid-up Shares into stock and reconvert that stock into fully paid-up Shares
of any denomination.
The cancellation of Shares under point (c) above shall not be deemed to be a reduction of the authorised share
capital.
12. SHARES MAY BE CONVERTED INTO STOCK AND RECONVERTED INTO SHARES
The Company in general meeting may, by an Ordinary Resolution, convert any fully paid-up shares into stock
and when any shares shall have been converted into stock the several holders of such stock, may henceforth
transfer their respective interest therein, or any part of such interest in the same manner and subject to the same
regulations as, and subject to which shares from which the stock arose might have been transferred, if no such
conversion had taken place.
The Company may, by an Ordinary Resolution reconvert any stock into fully paid up shares of any denomination.
Where Shares are converted into stock:
(a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the
same Articles under which, the Shares from which the stock arose might before the conversion have been
transferred, or as near thereto as circumstances admit. 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;
(b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges
and advantages as regards dividends, voting at meetings of the Company, and other matters, as if they
held the Shares from which the stock arose; but no such privilege or advantage (except participation in
the dividends and profits of the Company and in the assets on winding up) shall be conferred by an
amount of stock which would not, if existing in Shares, have conferred that privilege or advantage;
(c) such of these Articles of the Company as are applicable to paid-up Shares shall apply to stock and the
words “Share” and “Shareholder” / “Member” shall include “stock” and “stock-holder” respectively.
13. FURTHER ISSUE OF SHARES
(a) Where the Board or the Company, as the case may be, proposes to increase the subscribed capital by the
issue of further Shares by allotment, then such Shares shall be offered, subject to the provisions of Section
62 of the Act, and the relevant Rules thereunder, as applicable:
(A)
(i) to the persons who at the date of the offer are holders of the Equity Shares of the
Company, in proportion as nearly as circumstances admit, to the paid-up share capital
on those Shares at that date, subject to the conditions mentioned in (ii) to (iv) below;
(ii) the offer aforesaid shall be made by notice specifying the number of Shares offered
and limiting a time not being less than fifteen (15) days (or such number of days as
may be prescribed under the Act or the Rules made thereunder, or other applicable
Law) and not exceeding thirty (30) days from the date of the offer, within which the
offer if not accepted, shall be deemed to have been declined;
442Provided that the notice shall be dispatched through registered post or speed post or
through electronic mode or courier or any other mode having proof of delivery to all
the existing Shareholders at least three (3) days before the opening of the issue, or
such other time as may be prescribed under applicable Law;
(iii) the offer aforesaid shall be deemed to include a right exercisable by the person
concerned to renounce the Shares offered to him or any of them in favour of any other
person and the notice referred to in sub-clause (ii) above shall contain a statement of
this right;
(iv) after the expiry of time specified in the notice aforesaid or on receipt of earlier
intimation from the person to whom such notice is given that the person declines to
accept the Shares offered, the Board of Directors may dispose of them in such manner
which is not disadvantageous to the Members and the Company;
(B) to employees under any scheme of employees’ stock option subject to Special Resolution
passed by the Shareholders of the Company and subject to the Rules and such other
conditions, as may be prescribed under applicable Law; or
(C) to any persons, if authorized by a Special Resolution, whether or not those persons include
the persons referred to in clause (A) or clause (B), either for cash or for a consideration other
than cash, in accordance with applicable Law.
(b) Nothing in sub-clause (iii) of clause (a)(A) shall be deemed:
(i) To extend the time within which the offer should be accepted; or
(ii) To authorise any person to exercise the right of renunciation for a second time on the ground
that the person in whose favour the renunciation was first made has declined to take the Shares
compromised in the renunciation.
(c) Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by the
exercise of an option as a term attached to the Debentures issued or loans raised by the Company having
an option to convert such Debentures or loans into Shares in the Company or to subscribe for shares in
the Company.
Provided that the terms of the issue of such Debentures or loan containing such an option have been
approved before the issue of such Debentures or the raising of loan by a Special Resolution passed by
the Members of the Company in a general meeting.
(d) Notwithstanding anything contained in clause (c), where any debentures have been issued, or loan has
been obtained from any Government by the Company, and if that Government considers it necessary in
the public interest so to do, it may, by order, direct that such debentures or loans or any part thereof shall
be converted into shares in the Company on such terms and conditions as appear to the Government to
be reasonable in the circumstances of the case even if terms of the issue of such conversion:
Provided that where the terms and conditions of such conversion are not acceptable to the Company, it
may, within sixty days from the date of communication of such order, appeal to the Tribunal which shall
after hearing the Company and Government pass such order as it deems fit.
(e) A further issue of Shares may be made in any manner whatsoever as the Board may determine including
by way of preferential offer or private placement, subject to and in accordance with the Act and the Rules.
(f) The provisions contained in this Article shall be subject to the provisions of Section 42 and Section 62
of the Act, other applicable provisions of the Act and the Rules and to the extent applicable, any SEBI
regulations or guidelines.
14. ISSUE OF FURTHER SHARES NOT TO AFFECT RIGHTS OF EXISTING MEMBERS
443The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not,
unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by
the creation or issue of further Shares ranking pari-passu therewith.
15. ALLOTMENT ON APPLICATION TO BE ACCEPTANCE OF SHARES
Any 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 within the meaning of these Articles, and every person who
thus or otherwise accepts any Shares and whose name is on the Register of Members and / or list of Beneficial
Owners, shall, for the purpose of these Articles, be a Member.
16. RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS ON ALLOTMENT
The Board shall observe the restrictions as regards allotment of Shares to the public contained in the Act and other
applicable Law, and as regards return on allotments, the Board shall comply with applicable provisions of the Act
and other applicable Law.
17. MEMBERS OR HEIRS TO PAY UNPAID AMOUNTS
Every Member or his heirs, executors or administrators 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, at such
time or times and in such manner, as the Board shall from time to time, in accordance with these Articles require
or fix for the payment thereof.
18. APPLICATION OF PREMIUM RECEIVED ON ISSUE OF SHARES
(a) Where the Company issues Shares at a premium, whether for cash or otherwise, a sum equal to the
aggregate amount of the premium received on those Shares shall be transferred to a “securities premium
account” and the provisions of the Act, relating to reduction of Share capital of the Company shall, except
as provided in this Article, apply as if the securities premium account were the paid-up capital of the
Company.
(b) Notwithstanding anything contained in clause (a) above, the securities premium account may be applied
by the Company in accordance with the provisions of the Act.
19. VARIATION OF SHAREHOLDERS’ RIGHTS
(a) If at any time the share capital of the Company is divided into different classes of Shares, the rights
attached to the Shares of any class (unless otherwise provided by the terms of issue of the Shares of that
class) may, subject to the provisions of Section 48 of the Act, and whether or not the Company is being
wound up, be varied with the consent in writing, of such number of the holders of the issued Shares of
that class, or with the sanction of a Special Resolution passed at a separate meeting of the holders of the
Shares of that class, as prescribed by the Act.
(b) Subject to the provisions of the Act, to every such separate meeting, the provisions of these Articles
relating to meeting shall mutatis mutandis apply.
20. PREFERENCE SHARES
Subject to Section 55 and other provisions of the Act, the Board shall have the power to issue or re-issue
preference shares of one or more classes which are liable to be redeemed or converted to Equity Shares, on such
terms and in such manner as determined by the Board in accordance with the Act.
21. ISSUE OF SWEAT SHARES AND ESOPs
(a) The Company may issue Shares at discounted price by way of sweat Equity Shares or in any other manner
in accordance with the provisions of the Act or any other applicable Law.
(b) The Company may issue Shares to its employees including its Directors other than independent directors
444and such other persons as may be permitted under applicable Law, under any employee stock option
scheme, employee stock purchase scheme or any other scheme, if authorized by the Members in general
meeting subject to the provisions of the Act, the Rules and other applicable Laws for the time being in
force.
22. ISSUE OF BONUS SHARES
The Company in General Meeting may decide to issue bonus shares by way of capitalisation of profits or out of
securities premium or otherwise in accordance with the Act and the Rules and other applicable provisions for the
time being in force.
23. PAYMENTS OF INTEREST OUT OF CAPITAL
The Company shall have the power to pay interest out of its capital on so much of the Shares which have been
issued for the purpose of raising money to defray the expenses of the construction of any work or building for the
Company in accordance with the Act and other applicable Laws.
24. AMALGAMATION
Subject to provisions of these Articles, the Company may amalgamate or cause itself to be amalgamated with
any other person, firm or body corporate subject to the provisions of the Act and other applicable Laws.
25. REDUCTION OF CAPITAL
The Company may, by a Special Resolution as prescribed by the Act, reduce in any manner and in accordance
with the provisions of the Act:
(a) its share capital; and/or
(b) any capital redemption reserve account; and/or
(c) any securities premium account; and/or
(d) any other reserves as may be available.
DEBENTURES
26. TERMS OF ISSUE OF DEBENTURES OR OTHER SECURITIES
Any bonds, Debentures, debenture-stock or other securities may be issued subject to the provisions of the Act and
these Articles, at a discount, premium or otherwise by the Company and may be issued and shall with the consent
of the Board be issued upon such terms and conditions and in such manner and for such consideration as the Board
shall consider to be for the benefit of the Company, and on the condition that they or any part of them may be
convertible into Equity Shares of any denomination, and with any privileges and conditions as to the redemption,
surrender, allotment of Shares, attending (but not voting) in the General Meeting or postal ballot, appointment of
Directors or otherwise. Provided that Debentures with rights to allotment of or conversion into Equity Shares shall
not be issued except with, the sanction of the Company in General Meeting accorded by a Special Resolution.
SHARE WARRANTS
27. ISSUE OF SHARE WARRANTS
Subject to the provisions of the Act, the Company may issue with respect to any fully paid Shares, a warrant
stating that the bearer of the warrants is entitled to the Shares specified therein and may provide coupons or
otherwise, for payment of future dividends on the Shares specified in the warrants and may provide conditions for
registering Membership. Subject to the provisions of the Act, the Company may from time to time issue warrants
naked or otherwise or issue coupons or other instruments and any combination of Equity Shares, Debentures,
Preference Shares or any other instruments to such class of persons as the Board of Directors may deem fit with
a right attached to the holder of such warrants or coupons or other instruments to subscribe to the Equity Shares
445or other instruments within such time and at such price as the Board of Directors may decide as per the Rules
applicable from time to time.
28. PRIVILEGES AND DISABILITIES OF THE HOLDERS OF SHARE WARRANT
Subject as herein otherwise expressly provided, no person shall as bearer of a share warrant, sign a requisition for
calling a meeting of the Company or attend or vote or exercise any other privileges of a Member at a meeting of
the Company or be entitled to receive any notice from the Company.
29. THE BOARD TO MAKE RULES
The Board may, from time to time, make rules as to the terms on which it shall think fit, a new share warrant or
coupon may be issued by way of renewal in case of defacement, loss or destruction.
SHARE CERTIFICATES
30. LIMITATION OF TIME FOR ISSUE OF CERTIFICATES
Subject to provisions of the Act, every Member shall be entitled, without payment of any charges, to one (1) or
more certificates in marketable lots, for all the Shares of each class or denomination registered in his name, or if
the Board so approves (upon paying such fee as the Board so determines) to several certificates, each for one (1)
or more of such Shares and the Company shall complete and have ready for delivery such certificates, unless
prohibited by any provision of Law or any order of court, tribunal or other authority having jurisdiction, within
two (2) months from the date of allotment, or within one (1) month from the date of receipt by the Company of
the application for registration of transfer, transmission, sub - division, consolidation or renewal of any of its
Shares as the case maybe or within a period of six (6) months from the date of allotment in the case of any
allotment of Debenture or within such other period as any other Law for the time being in force may provide. In
respect of any Share or Shares held jointly by several persons, the Company shall not be bound to issue more than
one (1) certificate, and delivery of a certificate for a share to one or several joint holders shall be sufficient delivery
to all such holders.
Every certificate shall specify the number and distinctive numbers of Shares to which it relates and the amount
paid-up thereon and shall be signed by two (2) Directors or by a Director and the company secretary, wherever
the Company has appointed a company secretary and the common seal, if any, shall be affixed in compliance of
the Article 145.
31. RULES TO ISSUE SHARE CERTIFICATES
The Act shall be complied with in respect of the issue, reissue, renewal of share certificates and the format, sealing
and signing of the certificates and records of the certificates issued shall be maintained in accordance with the
Act.
32. DEMATERIALISATION
(a) Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialise,
pursuant to the provisions of the Depositories Act, its Shares, Debentures and other securities, and offer
securities for subscription in dematerialised form in which event, the rights and obligations of the parties
concerned and matters connected therewith or incidental thereof shall be governed by the provisions of
the Depositories Act, and the regulations issued thereunder and other applicable Law. No Share
certificate(s) shall be issued for the Shares held in a dematerialised form.
(b) Notwithstanding anything contained in these Articles, the Company shall be entitled to rematerialise its
Shares, Debentures and other securities held in dematerialised form pursuant to the Depositories Act and
other applicable Law.
(c) Subject to the Company offering issuance of securities in dematerialised form, every person subscribing
to securities offered by the Company shall have the option to receive security certificates or to hold
securities with a Depository. Such person who is the Beneficial Owner of the securities may at any time
opt out of a Depository, if permitted by the Law, in respect of any security in the manner provided by the
Depositories Act and the Company shall in the manner and within the time prescribed, issue to the
446Beneficial Owner the required certificates of securities. If a person opts to hold his security with a
Depository, the Company shall intimate such Depository of details of allotment of security and on the
receipt of the information, the Depository shall enter in its record, the name of the allottee as the
Beneficial Owner of the security.
(d) Notwithstanding anything to the contrary contained in the Act or these Articles, a Depository shall be
deemed to be the registered owner for the purposes of effecting the transfer of ownership of security on
behalf of the Beneficial Owner. Save as otherwise provided above, the Depository as the registered owner
of the securities shall not have any voting rights or any other rights in respect of the securities held by it.
Every person holding securities of the Company and whose name is entered as the Beneficial Owner in
the records of the Depository shall be deemed to be a Member of the Company. The Beneficial Owner
of the securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect
of his securities, which are held by a Depository. Except as ordered by a court of competent jurisdiction
or by applicable Law required and subject to the provisions of the Act, the Company shall be entitled to
treat the person whose name appears on the applicable register as the holder of any security or whose
name appears as the Beneficial Owner of any security in the records of the Depository as the absolute
owner thereof and accordingly shall not be bound to recognise any benami trust or equity, equitable
contingent, future, partial interest, other claim to or interest in respect of such securities or (except only
if these Articles expressly otherwise provide) any right in respect of a security other than an absolute
right thereto in accordance with these Articles, on the part of any other person whether or not it has
expressed or implied notice thereof but the Board shall at their sole discretion register any security in the
joint names of any two (2) or more persons or the survivor or survivors of them.
(e) Nothing contained in Section 56 of the Act or these Articles shall apply to a transfer of securities effected
by a transferor and transferee both of whom are entered as Beneficial Owners in the records of a
Depository.
(f) Nothing contained in the Act or these Articles regarding the necessity of having distinctive numbers for
securities issued by the Company shall apply to securities held in the dematerialised mode.
(g) The Company shall cause to be kept a register and index of members in accordance with all applicable
provisions of the Act and the Depositories Act, with details of securities held in physical and
dematerialised forms in any media as may be permitted by Law including any form of electronic media.
The register and index of Beneficial Owners maintained by a Depository under the Depositories Act shall
be deemed to be the register and index of Members and security holders. The Company shall have the
power to keep in any state or country outside India, a register of Members, resident in that state or country.
(h) Except as specifically provided in these Articles, the provisions relating to joint holders of Shares, calls,
lien on shares, forfeiture of Shares and transfer and transmission of Shares shall be applicable to Shares
held in Depository so far as they apply to Shares held in physical form subject to the provisions of the
Depositories Act.
33. ISSUE OF NEW CERTIFICATE IN PLACE OF ONE DEFACED, LOST OR DESTROYED
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 is lost or destroyed then upon proof thereof to the satisfaction of the
Company and on execution of such indemnity as the Company deems 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 this
Article shall be issued upon payment of such fees for each certificate as may be specified by the Board (which
fees shall not exceed the maximum amount permitted under applicable Law). Provided that no fee shall be charged
for issue of new 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.
The details in relation to any renewal or duplicate share certificates shall be entered into the register of renewed
and duplicate share certificates, as prescribed under the Companies (Share Capital and Debentures) Rules, 2014.
Provided that notwithstanding what is stated above, the Board 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.
447The provision of this Article shall mutatis mutandis apply to any other securities including Debentures (except
where the Act otherwise requires) of the Company.
UNDERWRITING & BROKERAGE
34. COMMISSION FOR PLACING SHARES, DEBENTURES, ETC.
(a) Subject to the provisions of the Act and other applicable Laws, the Company may at any time pay a
commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally)
to any Shares or Debentures of the Company or underwriting or procuring or agreeing to procure
subscriptions (whether absolute or conditional) for Shares or Debentures of the Company, provided that
the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the
manner required by the Act and the Rules.
(b) The rate or amount of the commission shall not exceed the rate or amount prescribed in the Act.
(c) The Company may also, in any issue, pay such brokerage as may be lawful.
(d) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid Shares
or partly in the one way and partly in the other in accordance with applicable Law.
LIEN
35. COMPANY’S LIEN ON SHARES / DEBENTURES
The Company shall, subject to applicable Law, have a first and paramount lien on every Share / Debenture (not
being a fully paid Share / Debenture) registered in the name of each Member (whether solely or jointly with others)
and upon the proceeds of sale thereof for all monies (whether presently payable or not) called, or payable at a
fixed time, in respect of that Share / Debenture and no equitable interest in any share shall be created upon the
footing and condition that this Article will have full effect. Unless otherwise agreed, the registration of transfer of
Shares / Debentures shall operate as a waiver of the Company’s lien, if any, on such Shares / Debentures.
Provided that the Board may at any time declare any Share to be wholly or in part exempt from the provisions of
this Article.
The fully paid up Shares shall be free from all lien and in the case of partly paid up Shares the Company’s lien
shall be restricted to money called or payable at a fixed time in respect of such Shares.
36. LIEN TO EXTEND TO DIVIDENDS, ETC.
The Company’s lien, if any, on a Share shall extend to all dividends, bonuses or interest, as the case may be,
payable and bonuses declared from time to time in respect of such Shares / Debentures.
37. ENFORCING LIEN BY SALE
The Company may sell, in such manner as the Board thinks fit, any Shares on which the Company has a lien:
Provided that no sale shall be made:
(a) unless a sum in respect of which the lien exists is presently payable; or
(b) until the expiration of fourteen (14) days after a notice in writing stating and demanding payment of such
part of the amount in respect of which the lien exists as is presently payable, has been given to the
registered holder for the time being of the Share or to the person entitled thereto by reason of his death
or insolvency or otherwise.
No Member shall exercise any voting right in respect of any Shares 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 of lien.
44838. VALIDITY OF SALE
To give effect to any such sale, the Board may authorise some person to execute an instrument of transfer for the
Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in
any such transfer. The purchaser shall not be bound to see to the application of the purchase money, nor shall his
title to the Shares be affected by any irregularity or invalidity in the proceedings with reference to the sale, and
the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.
Upon any such sale as aforesaid, the existing certificate(s) in respect of the Shares sold shall stand cancelled and
become null and void and of no effect, and the Board shall be entitled to issue a new certificate(s) in lieu thereof
to the purchaser or purchasers concerned.
39. VALIDITY OF COMPANY’S RECEIPT
The receipt by the Company of the consideration (if any) given for the Share on the sale thereof shall (if
necessary, subject to execution of an instrument of transfer or a transfer by relevant system, as the case maybe)
constitute a good title to the Share and the purchaser shall be registered as the holder of the Share.
40. APPLICATION OF SALE PROCEEDS
The proceeds of any such sale shall be received by the Company and applied in payment of such part of the amount
in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for
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.
41. OUTSIDER’S LIEN NOT TO AFFECT COMPANY’S LIEN
In exercising its lien, the Company shall be entitled to treat the registered holder of any Share as the absolute
owner thereof and accordingly shall not (except as ordered by a court of competent jurisdiction or unless required
by Law) be bound to recognise any equitable or other claim to, or interest in, such share on the part of any other
person, whether a creditor of the registered holder or otherwise. The Company’s lien shall prevail notwithstanding
that it has received notice of any such claim.
42. PROVISIONS AS TO LIEN TO APPLY MUTATIS MUTANDIS TO DEBENTURES, ETC.
The provisions of these Articles relating to lien shall mutatis mutandis apply to any other securities, including
Debentures, of the Company, to the extent applicable.
CALLS ON SHARES
43. BOARD TO HAVE RIGHT TO MAKE CALLS ON SHARES
The Board may subject to the provisions of the Act and any other applicable Law, from time to time, make such
call as it thinks fit upon the Members in respect of all moneys unpaid on the Shares (whether on account of the
nominal value of the Shares or by premium) and not by the conditions of allotment thereof made payable at fixed
times. Provided that no call shall exceed one-fourth of the nominal value of the Share or be payable at less than
one (1) month from the date fixed for the payment of the last preceding call. A call may be revoked or postponed
at the discretion of the Board. The power to call on Shares shall not be delegated to any other person except with
the approval of the Shareholders in a General Meeting.
44. NOTICE FOR CALL
Each Member shall, subject to receiving at least fourteen (14) days’ notice specifying the time or times and place
of payment, pay to the Company, at the time or times and place so specified, the amount called on his Shares.
The Board may, from time to time, at its discretion, extend the time fixed for the payment of any call in respect
of one (1) or more Members as the Board may deem appropriate in any circumstances.
45. CALL WHEN MADE
449The Board of Directors may, when making a call by resolution, determine the date on which such call shall be
deemed to have been made, not being earlier than the date of resolution making such call, and thereupon the call
shall be deemed to have been made on the date so determined and if no such date is so determined a call shall be
deemed to have been made at the date when the resolution authorising such call was passed at the meeting of the
Board and may be required to be paid in installments.
46. LIABILITY OF JOINT HOLDERS FOR A CALL
The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
47. CALLS TO CARRY INTEREST
If a 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 the time of actual payment at ten (10) per cent per annum or at such lower rate as shall from time to time be
fixed by the Board, but nothing in this Article shall render it obligatory for the Board to demand or recover any
interest from any such Member. The Board shall be at liberty to waive payment of any such interest wholly or in
part.
48. DUES DEEMED TO BE CALLS
Any sum which by the terms of issue of a Share becomes payable on allotment or at any fixed date, whether on
account of the nominal value of the Share or by way of premium, shall, for the purposes of these Articles, be
deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable.
49. EFFECT OF NON-PAYMENT OF SUMS
In case of non-payment of such sum, all the relevant provisions of these Articles as to payment of interest and
expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and
notified.
50. PAYMENT IN ANTICIPATION OF CALL MAY CARRY INTEREST
The Board:
(a) may, subject to the provisions of the Act, if it thinks fit, receive from any Member willing to advance the
same, all or any part of the monies uncalled and unpaid upon any Shares held by him beyond the sums
actually called for; and
(b) upon all or any of the monies so paid or satisfied in advanced, may (until the same would, but for such
advance, become presently payable) pay interest at such rate not exceeding, unless the company in
general meeting shall otherwise direct, twelve (12) per cent per annum, as may be agreed upon between
the Board and the Member paying the sum in advance. Nothing contained in this Article shall confer on
the Member (i) any right to participate in profits or dividends; or (ii) any voting rights in respect of the
moneys so paid by him, until the same would, but for such payment, become presently payable by him.
The Board may, at any time, repay the amount so advanced.
51. MONEY DUE ON SHARES TO BE A DEBT TO THE COMPANY
The money (if any) which the Board shall, on the allotment of any Shares being made by them, require or direct
to be paid by way of deposit, call or otherwise in respect of any Shares allotted by them, shall immediately on the
inscription of the name of allottee in the Register of Members as the name of the holder of such Shares, become
a debt due to and recoverable by the Company from the allottee thereof, and shall be paid by him accordingly.
52. MEMBERS OR HEIRS TO PAY UNPAID AMOUNTS
Every Member or his heirs, executors or administrators shall pay to the Company the portion of the capital
represented by his Share or Shares which may, for the time being remains unpaid thereon, in such amounts, at
such time or times and in such manner, as the Board shall from time to time, in accordance with these Articles
require or fix for the payment thereof.
45053. PROVISIONS AS TO CALLS TO APPLY MUTATIS MUTANDIS TO DEBENTURES, ETC.
The provisions of these Articles relating to calls shall mutatis mutandis apply to any other securities, including
Debentures, of the Company, to the extent applicable.
FORFEITURE OF SHARES
54. BOARD TO HAVE A RIGHT TO FORFEIT SHARES
If a Member fails to pay any call, or installment of a call or any money due in respect of any share, on or before
the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the
call or installment remains unpaid or a judgment or decree in respect thereof remains unsatisfied in whole or in
part, serve a notice on him requiring payment of so much of the call or installment or other money as is unpaid,
together with any interest which may have accrued and all expenses that may have been incurred by the Company
by reason of non-payment.
55. NOTICE FOR FORFEITURE OF SHARES
The notice aforesaid shall:
(a) name a further day (not being earlier than the expiry of fourteen (14) days from the date of service of the
notice) and a place or places on and at which such call or instalment and such interest and expenses as
aforesaid are to be paid, on or before which the payment required by the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so named, the Shares in respect of which the
call was made shall be liable to be forfeited.
If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice
has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited
by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the
forfeited shares and not actually paid before the forfeiture.
56. RECEIPT OF PART AMOUNT OR GRANT OF INDULGENCE NOT TO AFFECT FORFEITURE
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 thereof nor the receipt by the Company of a portion of any money which
shall from time to time be due from any Member in respect of any Shares either by way of principal or interest
nor any indulgence granted by the Company in respect of payment of any such money shall preclude the forfeiture
of such Shares as herein provided. There shall be no forfeiture of unclaimed dividends before the claim becomes
barred by applicable Law.
57. FORFEITED SHARE TO BE THE PROPERTY OF THE COMPANY
Any Share forfeited in accordance with these Articles, shall be deemed to be the property of the Company and
may be sold, re-allocated or otherwise disposed of either to the original holder thereof or to any other person upon
such terms and in such manner as the Board thinks fit.
58. ENTRY OF FORFEITURE IN REGISTER OF MEMBERS
When any Share shall have been so forfeited, notice of the forfeiture shall be given to the defaulting Member
and any entry of the forfeiture with the date thereof, shall forthwith be made in the Register of Members but no
forfeiture shall be invalidated by any omission or neglect or any failure to give such notice or make such entry
as aforesaid.
59. MEMBER TO BE LIABLE EVEN AFTER FORFEITURE
A person whose Shares have been forfeited shall cease to be a Member in respect of the forfeited Shares, but shall,
notwithstanding the forfeiture, remain liable to pay, and shall pay, to the Company all monies which, at the date
of forfeiture, were presently payable by him to the Company in respect of the Shares. All such monies payable
451shall be paid together with interest thereon at such rate as the Board may determine, from the time of forfeiture
until payment or realisation. The Board may, if it thinks fit, but without being under any obligation to do so,
enforce the payment of the whole or any portion of the monies due, without any allowance for the value of the
Shares at the time of forfeiture or waive payment in whole or in part. The liability of such person shall cease if
and when the Company shall have received payment in full of all such monies in respect of the Shares.
60. EFFECT OF FORFEITURE
The forfeiture of a Share shall involve extinction at the time of forfeiture, of all interest in and all claims and
demands against the Company, in respect of the Share and all other rights incidental to the Share, except only
such of those rights as by these Articles are expressly saved.
61. CERTIFICATE OF FORFEITURE
A duly verified declaration in writing that the declarant is a Director, the manager or the secretary of the Company,
and that a Share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive
evidence of the facts therein stated as against all persons claiming to be entitled to the Share and such declaration
and the receipt of the Company for the consideration, if any given for the Shares on any sale, re-allotment or
disposition thereof shall constitute a good title to such Shares; and the person to whom any such Share is sold
shall be registered as the member in respect of such Share and shall not be bound to see to the application of the
purchase money, nor shall his title to such Share be affected by any irregularity or invalidity in the proceedings in
reference to such forfeiture, sale or disposition.
62. TITLE OF PURCHASER AND TRANSFEREE OF FORFEITED SHARES
The Company may receive the consideration, if any, given for the Share on any sale, re-allotment or disposal
thereof and may execute a transfer of the Share in favour of the person to whom the Share is sold or disposed of.
The transferee shall thereupon be registered as the holder of the Share, and the transferee shall not be bound to
see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity
or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the Share.
63. VALIDITY OF SALES
Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers hereinabove given, the
Board may, if necessary, appoint some person to execute an instrument for 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 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.
64. CANCELLATION OF SHARE CERTIFICATE IN RESPECT OF FORFEITED SHARES
Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate(s), if
any, originally issued in respect of the relative Shares shall (unless the same shall on demand by the Company has
been previously surrendered to it by the defaulting member) stand cancelled and become null and void and be of
no effect, and the Board shall be entitled to issue a duplicate certificate(s) in respect of the said Shares to the
person(s) entitled thereto.
65. BOARD ENTITLED TO CANCEL FORFEITURE
The Board may at any time before any Share so forfeited shall have them sold, reallotted or otherwise disposed
of, cancel the forfeiture thereof upon such conditions at it thinks fit.
66. SURRENDER OF SHARE CERTIFICATES
The Board may, subject to the provisions of the Act, accept a surrender of any Share from or by any Member
desirous of surrendering them on such terms as they think fit.
67. SUMS DEEMED TO BE CALLS
The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the
452terms of issue of a Share, becomes payable at a fixed time, whether on account of the nominal value of the Share
or by way of premium, as if the same had been payable by virtue of a call duly made and notified.
68. PROVISIONS AS TO FORFEITURE OF SHARES TO APPLY MUTATIS MUTANDIS TO
DEBENTURES, ETC.
The provisions of these Articles relating to forfeiture of Shares shall mutatis mutandis apply to any other securities,
including debentures, of the Company.
TRANSFER AND TRANSMISSION OF SHARES
69. TRANSFERS AND REGISTER OF TRANSFERS
(a) Shares or other securities of any Member shall be freely transferable, provided that any contract or
arrangement between two or more persons in respect of transfer of securities shall be enforceable as a
contract.
(b) The Company shall keep a “Register of Transfers” and therein shall be fairly and distinctly entered
particulars of every transfer or transmission of any Shares. The Company shall also use a common form
of transfer.
(c) Notwithstanding anything contained in the Act or these Articles, where the Shares or other securities are
held by a Depository, the records of the Beneficial Ownership may be served by such Depository on the
Company by means of electronic mode or by delivery of floppies or discs or any such other means.
(d) The Company shall not be required to maintain register of transfers for entering particulars of transfers
and transmissions of Shares or other securities held in dematerialised form.
70. ENDORSEMENT OF TRANSFER
In respect of any transfer of Shares registered in accordance with the provisions of these Articles, the Board may,
at its discretion, direct an endorsement of the transfer and the name of the transferee and other particulars on the
existing share certificate and authorise any Director or officer of the Company to authenticate such endorsement
on behalf of the Company or direct the issue of a fresh share certificate, in lieu of and in cancellation of the existing
certificate in the name of the transferee.
71. INSTRUMENT OF TRANSFER
(a) The instrument of transfer of any Share shall be in writing and all the provisions of the Act shall be duly
complied with in respect of all transfer of Shares and registration thereof. The Company shall use the
form of transfer, as prescribed under the Act, in all cases. In case of transfer of Shares, where the
Company has not issued any certificates and where the Shares are held in dematerialised form, the
provisions of the Depositories Act shall apply.
(b) The Board may decline to recognise any instrument of transfer unless:
(i) the instrument of transfer is duly executed and is in the form as prescribed in the Rules made
under sub-section (1) of Section 56 of the Act;
(ii) the instrument of transfer is accompanied by the certificate of Shares to which it relates, and
such other evidence as the Board may reasonably require to show the right of the transferor to
make the transfer; and
(iii) the instrument of transfer is in respect of only one class of Shares.
(c) No fee shall be charged for registration of transfer, transmission, probate, succession certificate and
letters of administration, certificate of death or marriage, power of attorney or similar other document.
72. EXECUTION OF TRANSFER INSTRUMENT
453Every such instrument of transfer shall be executed, by or on behalf of both the transferor and the transferee and
the transferor shall be deemed to remain holder of the Shares until the name of the transferee is entered in the
Register of Members in respect thereof.
73. CLOSING REGISTER OF TRANSFERS AND OF MEMBERS
Subject to compliance with the Act and other applicable Laws, the Board shall be empowered, on giving not less
than seven (7) days’ notice or such period as may be prescribed, to close the transfer books, Register of
Members, the Register of Debenture holders at such time or times, and for such period or periods, not exceeding
thirty (30) days at a time and not exceeding an aggregate forty five (45) days in each year as it may deem
expedient.
74. DIRECTORS MAY REFUSE TO REGISTER TRANSFER
Subject to the provisions of these Articles and Sections 58 and 59 of the Act or any other Law for the time being
in force, the Board may (at its own absolute discretion) decline or refuse by giving reasons, whether in pursuance
of any power of the Company under these Articles or otherwise, to register or acknowledge any transfer of, or the
transmission by operation of Law of the right to, any securities or interest of a Member in the Company, after
providing sufficient cause, within a period of thirty (30) days from the date on which the instrument of transfer,
or the intimation of such transmission, as the case may be, was delivered to the Company. The Company shall
within one month from the date on which the instrument of transfer, or the intimation of such transmission, as the
case may be, was delivered to Company, send notice of the refusal to the transferee and the transferor or to the
person giving intimation of such transmission, as the case may be, giving reasons for such refusal. Provided that
the registration of transfer of any securities shall not be refused on the ground of the transferor being alone or
jointly with any other person or persons, indebted to the Company on any account whatsoever except where the
Company has a lien on Shares. Transfer of Shares/Debentures in whatever lot shall not be refused.
75. TRANSFER OF PARTLY PAID SHARES
Where in the case of partly paid Shares, an application for registration is made by the transferor alone, the transfer
shall not be registered, unless the Company gives the notice of the application to the transferee in accordance with
the provisions of the Act and the transferee gives no objection to the transfer within the time period prescribed
under the Act.
76. TITLE TO SHARES OF DECEASED MEMBERS
In case of death of a Member, the survivor or survivors where the Member was a joint holder, and his nominee
or nominees or legal representative(s) where he was a sole holder, shall be the only person(s) recognised by the
Company as having any title to his interest in the Shares.
77. TRANSFERS NOT PERMITTED
No Share shall in any circumstances be transferred to any infant, insolvent or a person of unsound mind, except
fully paid Shares through a legal guardian.
78. TRANSMISSION OF SHARES
Subject to the provisions of the Act and these Articles, any person becoming entitled to Shares in consequence of
the death, lunacy, bankruptcy or insolvency of any Members, or by any lawful means other than by a transfer in
accordance with these Articles, may with the consent of the Board (which it shall not be under any obligation to
give), upon producing such evidence as the Board thinks sufficient, that he sustains the character in respect of
which he proposes to act under this Article, or of his title, elect to either be registered himself as holder of the
Shares or elect to have some person nominated by him and approved by the Board, registered as such holder or to
make such transfer of the share as the deceased or insolvent member could have made. If the person so becoming
entitled shall elect to be registered as holder of the Share himself, he shall deliver or send to the Company a notice
in writing signed by him stating that he so elects. Provided, nevertheless, if such person shall elect to have his
nominee registered, he shall testify that election by executing in favour of his nominee an instrument of transfer
in accordance with the provision herein contained and until he does so he shall not be freed from any liability in
respect of the Shares. Further, all limitations, restrictions and provisions of these regulations relating to the right
454to transfer and the registration of transfer of Shares shall be applicable to any such notice or transfer as aforesaid
as if the death or insolvency of the Member had not occurred and the notice or transfer were a transfer signed by
that Member.
79. RIGHTS ON TRANSMISSION
A person becoming entitled to a Share by, reason of death or insolvency of the holder shall, subject to the Board’s
right to retain such dividends or money, be entitled to the same dividends and other advantages to which he would
be entitled if he were the registered holder of the Share, except that he shall not, before being registered as a
Member in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in
relation to meetings of the Company.
Provided that the Board may at any time give a notice requiring any such person to elect either to be registered
himself or to transfer the Share and if the notice is not complied with within ninety (90) days, the Board may
thereafter withhold payment of all dividends, bonus or other moneys payable in respect of such Share, until the
requirements of notice have been complied with.
80. SHARE CERTIFICATES TO BE SURRENDERED
Before the registration of a transfer, the certificate or certificates of the Share or Shares to be transferred must be
delivered to the Company along with (save as provided in the Act) properly stamped and executed instrument of
transfer.
81. COMPANY NOT LIABLE TO NOTICE OF EQUITABLE RIGHTS
The Company shall incur no liability or responsibility whatever 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 of Members) to the prejudice of persons having or claiming any equitable rights, title or
interest in the said Shares, notwithstanding that the Company may have had notice of such equitable rights referred
thereto in any books of the Company and the Company shall not be bound by or required to regard or attend to or
give effect to any notice which may be given to it of any equitable rights, title or interest or be under any liability
whatsoever for refusing or neglecting to do so, though it may have been entered or referred to in some book of
the Company but the Company shall nevertheless be at liberty to regard and attend to any such notice and give
effect thereto if the Board shall so think fit.
82. TRANSFER AND TRANSMISSION OF DEBENTURES
The provisions of these Articles, shall, mutatis mutandis, apply to the transfer of or the transmission by Law of
the right to any securities including, Debentures of the Company.
BUY-BACK OF SHARES
83. Notwithstanding anything contained in these Articles, but subject to the provisions of Sections 68 to 70 of the Act
or any other Law for the time being in force, the Company may with the sanction of a Special Resolution, purchase
its own Shares or other specified securities.
GENERAL MEETINGS
84. ANNUAL GENERAL MEETINGS
(a) The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to
any other meeting in that year.
(b) An Annual General Meeting of the Company shall be held in accordance with the provisions of the Act
and other applicable Laws.
85. EXTRAORDINARY GENERAL MEETINGS
All General Meetings other than the Annual General Meeting shall be called “Extraordinary General Meeting”.
The Board may, whenever it thinks fit, call an Extraordinary General Meeting.
45586. EXTRAORDINARY MEETINGS ON REQUISITION
The Board shall, on the requisition of Members, convene an Extraordinary General Meeting of the Company in
the circumstances and in the manner provided under the Act.
87. NOTICE FOR GENERAL MEETINGS
Save as permitted under the Act, a General Meeting of the Company may be called by giving not less than clear
twenty one (21) days’ notice, in such manner as is prescribed under the Act. The Members may participate in
General Meetings through such modes as permitted by applicable Laws.
88. SHORTER NOTICE ADMISSIBLE
Upon compliance with the relevant provisions of the Act, any General Meeting may be convened by giving a
shorter notice than twenty one (21) days.
89. CIRCULATION OF MEMBERS’ RESOLUTION
The Company shall comply with the provisions of the Act as to giving notice of resolutions and circulating
statements on the requisition of Members.
90. SPECIAL AND ORDINARY BUSINESS
(a) Subject to the provisions of the Act, all business shall be deemed special that is transacted at the Annual
General Meeting with the exception of declaration or confirmation of any dividend, the consideration of
financial statements and reports of the Board and auditors, the appointment of Directors in place of those
retiring and the appointment of and fixing of the remuneration of the auditors. In case of any other
meeting, all business shall be deemed to be special.
(b) In case of special business as aforesaid, an explanatory statement as required under the applicable
provisions of the Act shall be annexed to the notice of the meeting.
91. QUORUM FOR GENERAL MEETING
The quorum for the General Meetings shall be as provided in Section 103 of the Act, and no business shall be
transacted at any General Meeting unless the requisite quorum is present at the time when the meeting proceeds
to business.
92. TIME FOR QUORUM AND ADJOURNMENT
Subject to the provisions of the Act, if within half an hour from the time appointed for a meeting, if quorum is not
present, the meeting, if called upon at the requisition of Members, shall stand cancelled and in any other case, it
shall stand adjourned to the same day in the next week (not being a national holiday) at the same time and place
or to such other day and at such other time and place as the Board may determine. If at the adjourned meeting, a
quorum is not present within half an hour from the time appointed for the meeting, the Members present shall be
quorum and may transact the business for which the original meeting was called.
93. CHAIRMAN OF GENERAL MEETING
The Chairman of the Board of Directors shall preside as chairman at every General Meeting of the Company.
94. ELECTION OF CHAIRMAN
Subject to the provisions of the Act, if at any meeting the Chairman is not present within fifteen (15) minutes after
the time appointed for holding the meeting or is unwilling to act as chairman, the Directors present shall elect
another Director as chairman and if no Director be present or if all the Directors decline to take the chair, then the
Members present shall choose a Member to be the chairman thereof on a show of hands.
95. BUSINESS CONFINED TO ELECTION OF CHAIRMAN WHILE CHAIR IS VACANT
456No business shall be discussed at any General Meeting except the election of the Chairman whilst the chair is
vacant. If a poll is demanded on the election of the Chairman it shall be taken forthwith in accordance with the
provisions of the Act and the Chairman elected on a show of hands under Article 94 shall continue to be the
Chairman of the meeting until some other person is elected as Chairman as a result of the poll, and such other
person shall be the Chairman for the rest of the meeting.
96. ADJOURNMENT OF MEETING
Subject to the provisions of the Act, the chairman of a General Meeting may, with the consent given in the meeting
at which a quorum is present (and shall if so directed by the meeting) adjourn that meeting from time to time and
from place to place, but no business shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place. When the meeting is adjourned for thirty (30)
days or more, notice of the adjourned meeting shall be given as nearly to the original meeting, as may be possible.
Save as aforesaid and as provided in Section 103 of the Act, it shall not be necessary to give any notice of
adjournment of the business to be transacted at an adjourned meeting.
97. VOTING AT MEETING
At any General Meeting, a demand for a poll shall not prevent the continuance of a meeting for the transaction of
any business other than that on which a poll has been demanded. The demand for a poll may be withdrawn at any
time by the person or persons who made the demand. Further, no objection shall be raised to the qualification of
any voter except at the General Meeting or adjourned General Meeting at which the vote objected to is given or
tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made
in due time shall be referred to the chairperson of the General Meeting, whose decision shall be final and
conclusive.
98. DECISION BY POLL
If a poll is duly demanded in accordance with the provisions of the Act, it shall be taken in such manner as the
chairman directs and the results of the poll shall be deemed to be the decision of the meeting on the resolution in
respect of which the poll was demanded.
99. CASTING VOTE OF CHAIRMAN
In case of equal votes, whether on a show of hands or on a poll, the chairman of the General Meeting at which
the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote in
addition to the vote or votes to which he may be entitled to as a Member.
100. PASSING RESOLUTIONS BY POSTAL BALLOT
(a) Notwithstanding any of the provisions of these Articles, the Company may, and in the case of resolutions
relating to such business as notified under the Act, to be passed by postal ballot, shall get any resolution
passed by means of a postal ballot, instead of transacting the business in the General Meeting of the
Company.
(b) Where the Company decides to pass any resolution by resorting to postal ballot, it shall follow the
procedures as prescribed under the Act.
(c) If a resolution is assented to by the requisite majority of the Shareholders by means of postal ballot, it
shall be deemed to have been duly passed at a General Meeting convened in that behalf.
(d) The Company shall cause minutes of the proceedings of every general meetingof any class of members
or creditors and every resolution passed by postal ballot to be prepared and signed in such manner as may
be prescribed by applicable Law and kept by making within thirty (30) days of the conclusion of every
such meeting concerned or passing of resolution by postal ballot entries thereof in books kept for that
purpose with their pages consecutively numbered. There shall not be included in the minutes any matter
which, in the opinion of the Chairperson of the meeting:
(i) is, or could reasonably be regarded, as defamatory of any person;
457(ii) is irrelevant or immaterial to the proceedings; and
(iii) is detrimental to the interests of the Company.
VOTE OF MEMBERS
101. VOTING RIGHTS OF MEMBERS
Subject to any rights or restrictions for the time being attached to any class or classes of Shares
(a) On a show of hands every Member holding Equity Shares and present in person shall have one (1) vote.
(b) On a poll, every Member holding Equity Shares shall have voting rights in proportion to his share in the
paid-up equity share capital of the Company.
A Member may exercise his vote at a meeting by electronic means in accordance with the Act and shall vote
only once.
102. VOTING BY JOINT-HOLDERS
In case of joint holders, the vote of first named of such joint holders in the Register of Members who tender a vote
whether in person or by proxy shall be accepted as if he/she were solely entitled thereto, to the exclusion of the
votes of other joint holders.
103. VOTING BY MEMBER OF UNSOUND MIND
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 or on a poll, by his committee or other legal guardian, and any such
committee or legal guardian may, on a poll, vote by proxy.
104. VOTES IN RESPECT OF SHARES OF DECEASED OR INSOLVENT MEMBERS, ETC.
Subject to the provisions of the Act and other provisions of these Articles, any person entitled under the
transmission clause, as specified in Article 78, to any Shares may vote at any General Meeting in respect thereof
as if he was the registered holder of such Shares, provided that at least forty eight (48) hours before the timing
of holding the meeting or adjourned meeting, as the case may be, at which he/she proposes to vote, he/she shall
duly satisfy the Board of his/her right to such Shares unless the Board shall have previously admitted his/her
right to vote at such meeting in respect thereof.
Several executors or administrators of a deceased Member in whose name any Share is registered shall for the
purpose of this Article be deemed to be Members registered jointly in respect thereof.
105. NO RIGHT TO VOTE UNLESS CALLS ARE PAID
No Member shall be entitled to vote at any General Meeting, either personally or by proxy, unless all calls or
other sums presently payable by such Member have been paid, or in regard to which the Company has lien and
has exercised any right of lien.
106. EQUAL RIGHTS OF MEMBERS
Any Member whose name is entered in the Register of Members of the Company shall enjoy the same rights
and be subject to the same liabilities as all other Members of the same class.
107. PROXY
Subject to the provisions of the Act, and these Articles, any Member entitled to attend and vote at a General
Meeting may do so either personally or through his constituted attorney or through another person as a proxy on
his behalf, for that meeting.
108. INSTRUMENT OF PROXY
458An instrument appointing a proxy shall be in the form as prescribed under Section 105 of the Act for this purpose.
The instrument appointing a proxy shall be in writing under the hand of appointer or of his attorney duly authorised
in writing or if appointed by a body corporate either under its common seal, if any, or under the hand of its officer
or attorney duly authorised in writing by it. Any person whether or not he is a Member of the Company may be
appointed as a proxy.
The instrument appointing a proxy and power-of-attorney or other authority, (if any), under which it is signed or
a notarised copy of that power or authority must be deposited at the Office of the Company not less than forty
eight (48) hours prior to the time fixed for holding the meeting or adjourned meeting at which the person named
in the instrument proposes to vote, or, in case of a poll, not less than twenty four (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.
109. VALIDITY OF PROXY
A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous
death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was
executed, or the transfer of Shares in respect of which the proxy is given, provided that no intimation in writing
of such death, insanity, revocation or transfer shall have been received by the Company at its Office before the
commencement of the meeting or adjourned meeting at which the proxy is used.
110. CUSTODY OF THE INSTRUMENT
Any instrument of appointment of proxy deposited as aforesaid shall remain permanently or for such time as the
Board may determine in the custody of the Company.
111. CORPORATE MEMBERS
Any corporation which is a Member of the Company may, by resolution of its Board of Directors or other
governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company
and the said person so authorised shall be entitled to exercise the same powers on behalf of the corporation which
he/she represents as that corporation could have exercised if it were an individual Member of the Company
(including the right to vote by proxy).
DIRECTORS
112. NUMBER OF DIRECTORS
Unless otherwise determined by General Meeting by Special Resolution, the number of Directors shall not be less
than three and not more than 15, including all kinds of Directors. The Company shall appoint such number of
women and independent directors, as may be required by the applicable laws to the Company.
113. SHARE QUALIFICATION NOT NECESSARY
Subject to applicable Law, any person whether a Member of the Company or not may be appointed as Director
and a Director shall not be required to hold any qualification Shares in the Company.
114. ADDITIONAL DIRECTORS
Subject to the provisions of the Act, the Board shall have power at any time, and from time to time, to appoint a
person as an additional director, provided the number of the directors and additional directors together shall not
at any time exceed the maximum strength fixed for the Board by the Act.
Such person shall hold office only up to the date of the next annual general meeting of the Company but shall be
eligible for appointment by the Company as a Director at that meeting, subject to the provisions of the Act.
The Company shall ensure that approval of the Members for appointment of a person on the Board of Directors
is taken in accordance with applicable Law.
115. ALTERNATE DIRECTORS
459(a) The Board may appoint an alternate director to act for a director, provided that such person proposed to
be appointed as an alternate director is not a person who fails to get appointed as a director in a General
Meeting (hereinafter in this Article called the “Original Director”) during his absence for a period of
not less than three months from India.
(b) An alternate director shall not hold office for a period longer than that permissible to the Original Director
in whose place he has been appointed and shall vacate the office if and when the Original Director returns
to India. If the term of office of the Original Director is determined before he returns to India, the
automatic re-appointment of retiring director in default of another appointment shall apply to the Original
Director and not to the alternate director.
116. APPOINTMENT OF DIRECTOR TO FILL A CASUAL VACANCY
Subject to the provisions of the Act and these Articles, if the office of any Director appointed by the Company in
General Meeting is vacated before his/her term of office expires in the normal course, the resulting casual vacancy
may be filled by the Board of Directors at a meeting of the Board which shall be subsequently approved by
Members in accordance with applicable Law. The Director so appointed shall hold office only up to the date
which the Director in whose place he/she is appointed would have held office if it had not been vacated.
117. REMUNERATION OF DIRECTORS
(a) A Director may receive a sitting fee not exceeding such sum as may be prescribed by the Act from time
to time for each meeting of the Board of Directors or any committee thereof attended by him/her in
addition to his traveling, boarding and lodging and other expenses incurred. The remuneration of
Directors including managing director and/or whole-time Director may be paid in accordance with and
subject to the applicable provisions of the Act.
(b) The Board of Directors may allow and pay or reimburse any Director who is not a bonafide resident of
the place where a meeting of the Board or of any committee is held and who shall come to such place for
the purpose of attending such meeting or for attending its business at the request of the Company, such
sum as the Board may consider fair compensation for travelling, and out-of-pocket expenses (including
hotel expenses) and if any Director be called upon to go or reside out of the ordinary place of his/her
residence on the Company’s business he/she shall be entitled to be reimbursed any travelling or other
expenses (including hotel expenses) incurred in connection with the business of the Company.
(c) The managing director/ whole-time Directors shall be entitled to charge and be paid for all actual
expenses, if any, which they may incur for or in connection with the business of the Company subject to
the applicable provisions of the Act.
118. REMUNERATION FOR EXTRA SERVICES
Subject to the provisions of the Act, remuneration for services rendered by a Director which are of a professional
nature shall not be included as part of the remuneration paid to him as a Director.
119. CONTINUING DIRECTOR MAY ACT
The continuing Directors may act notwithstanding any vacancy in the Board, but if and so long as their number is
reduced below the minimum number prescribed under applicable Law, the continuing Directors or Director may
act for the purpose of increasing the number of Directors to such minimum number prescribed under applicable
Law or for summoning a General Meeting of the Company, but for no other purpose.
120. VACATION OF OFFICE OF DIRECTOR
The office of a Director shall be deemed to have been vacated under the circumstances enumerated under Act.
121. ROTATION AND RETIREMENT OF DIRECTOR
460Save as otherwise expressly provided in the said Act and these Articles, not less than two-thirds of the total
number of Directors of the Company shall be persons whose period of office is liable to determination by
retirement of Directors by rotation; and be appointed by the Company in General Meeting. For the purposes of
this Article “total number of Directors” shall not include independent directors appointed on the Board of the
Company.
122. ONE-THIRD OF DIRECTORS TO RETIRE EVERY YEAR
Subject to Article 121, at the Annual General Meeting of the Company to be held every year, one-third of such
of the Directors as are liable to retire by rotation for time being, or, if their number is not three (3) or a multiple
of three (3) then the number nearest to one-third shall retire from office, and they will be eligible for re-election.
123. RETIRING DIRECTORS ELIGIBLE FOR RE-ELECTION
A retiring Director shall be eligible for re-election and the Company, at the Annual General Meeting at which a
Director retires in the manner aforesaid, may fill up the vacated office by electing a person thereto.
124. WHICH DIRECTOR TO RETIRE
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 who
are to retire shall, in default of and subject to any agreement among themselves, be determined by lot.
125. REMOVAL OF DIRECTORS
Removal of any Director before the expiration of his/her period of office shall be in accordance with the
provisions of the Act, the Listing Regulations (to the extent applicable) and other applicable Laws.
Provided that an independent director re-appointed for a second term under the provisions of the Act shall be
removed by the Company only by passing a Special Resolution and after giving him a reasonable opportunity of
being heard.
126. DIRECTORS NOT LIABLE FOR RETIREMENT
The Company in General Meeting may, when appointing a person as a Director declare that his/her continued
presence on the Board of Directors is of advantage to the Company and that his/her office as Director shall not be
liable to be determined by retirement by rotation for such period until the happening of any event of contingency
set out in the said resolution.
127. DIRECTOR FOR COMPANIES PROMOTED BY THE COMPANY
Directors of the Company may be or become a director of any company promoted by the Company or in which it
may be interested as vendor, Shareholder or otherwise and no such Director shall be accountable for any benefits
received as a director or member of such company, subject to compliance with applicable provisions of the Act.
PROCEEDINGS OF BOARD OF DIRECTORS
128. MEETINGS OF THE BOARD
(a) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its
meetings, as it thinks fit in accordance with applicable Law.
(b) The Chairman may, at any time, and the company secretary appointed by the Board of Directors or such
other officer of the Company as may be authorised in this behalf on the requisition of Director shall at
any time summon a meeting of the Board. Notice of the meeting of the Board shall be given in accordance
with applicable Law and shall include (i) the time for the proposed meeting; (ii) the venue for the
proposed meeting, as applicable; and (iii) an agenda setting out the business proposed to be transacted at
the meeting.
(c) To the extent permissible by applicable Law, the Directors may participate in a meeting of the Board or
461any committee thereof, in person or through electronic mode, that is, by way of video conferencing or
other audio visual means, as may be prescribed under applicable Law. The notice of the meeting must
inform the Directors regarding the availability of participation through video conferencing or other audio-
visual means.
129. QUESTIONS AT BOARD MEETING HOW DECIDED
Subject to provisions of the Act, questions arising at any time at a meeting of the Board shall be decided by
majority of votes.
130. QUORUM
Subject to the provisions of Section 174 of the Act and other applicable Law, the quorum for a meeting of the
Board shall be one-third of its total strength (any fraction contained in that one-third being rounded off as one) or
two (2) Directors whichever is higher and the participation of the directors by video conferencing or by other
audio visual means shall also be counted for the purposes of quorum.
At any time the number of interested Directors is equal to or exceeds two-thirds of total strength, the number of
remaining Directors, that is to say the number of Directors who are not interested, present at the meeting being
not less than two (2), shall be the quorum during such time. The total strength of the Board shall mean the number
of Directors actually holding office as Directors on the date of the resolution or meeting, that is to say, the total
strength of Board after deducting there from the number of Directors, if any, whose places are vacant at the time.
The term ‘interested director’ means any Director whose presence cannot, by reason of applicable provisions of
the Act be counted for the purpose of forming a quorum at meeting of the Board, at the time of the discussion or
vote on the concerned matter or resolution.
131. ADJOURNED MEETING
Subject to the provisions of the Act, if within half an hour from the time appointed for a meeting of the Board, a
quorum is not present, the meeting, shall stand adjourned to the same day (in case of national holiday, to the next
succeeding day which is not a national holiday) in the next week at the same time and place or to such other day
and at such other time and place as the Board may determine.
132. ELECTION OF CHAIRMAN OF BOARD
The Board may elect a chairman of its meeting and determine the period for which he is to hold office. If no such
chairman is elected or at any meeting the Chairman is not present within five (5) minutes after the time appointed
for holding the meeting, the Directors present may choose one among themselves to be the chairman of the
meeting.
133. POWERS OF DIRECTORS
(a) The Board may exercise all such powers of the Company and do all such acts and things as are not, by
the Act or any other applicable Law, or by the Memorandum or by these Articles required to be exercised
by the Company in a General Meeting, subject nevertheless to these Articles, to the provisions of the Act
or any other applicable Law and to such regulations being not inconsistent with the aforesaid regulations
or provisions, as may be prescribed by the Company in a General Meeting; but no regulation made by
the Company in a General Meeting shall invalidate any prior act of the Board which would have been
valid if that regulation had not been made.
(b) All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all
receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise
executed, as the case may be, by such person and in such manner as the Board shall from time to time by
resolution determine.
134. DELEGATION OF POWERS
(a) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting
of such member or members of its body as it thinks fit.
462(b) Any committee so formed shall, in the exercise of the power so delegated, conform to any regulations
that may be imposed on it by the Board.
135. ELECTION OF CHAIRMAN OF COMMITTEE
(a) A committee may elect a chairman of its meeting. If no such chairman is elected or if at any meeting the
chairman is not present within five (5) minutes after the time appointed for holding the meeting, the
members present may choose one of their members to be the chairman of the committee meeting.
(b) The quorum of a committee may be fixed by the Board of Directors.
136. QUESTIONS HOW DETERMINED
(a) A committee may meet and adjourn as it thinks proper.
(b) Questions arising at any meeting of a committee shall be determined by a majority of votes of the
members present, as the case may be.
137. VALIDITY OF ACTS DONE BY BOARD OR A COMMITTEE
All acts done by any meeting of the Board, of a committee thereof, or by any person acting as a Director, shall,
notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or
more of such Directors or of any person acting as aforesaid, or that they or any of them were disqualified or that
his or their appointment had terminated, be as valid as if every such Director or such person has been duly
appointed and was qualified to be a Director.
138. RESOLUTION BY CIRCULATION
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 notice of a meeting of the Board or Committee, shall be valid and effective as if it had been
passed at a meeting of the Board or Committee, duly convened and held.
139. MAINTENANCE OF FOREIGN REGISTER
The Company may exercise the powers conferred on it by Section 88 of the Act with regard to the keeping of a
foreign register; and the Board may (subject to the provisions of those Sections) make and vary such regulations
as it may think fit in respect of keeping of any such register.
140. BORROWING POWERS
(a) Subject to the provisions of Sections 73 and 179 of the Act, these Articles and other applicable Laws, the
Board may from time to time, at its own discretion, raise or borrow or secure the payment of any such
sum of money for the purpose of the Company, in such manner and upon such terms and conditions in
all respects as they think fit, and in particular, by promissory notes or by receiving deposits and advances
with or without security or by the issue of bonds, Debentures, perpetual or otherwise, including
Debentures convertible into Shares of this Company or any other company or perpetual annuities and to
secure any such money so borrowed, raised or received, mortgage, pledge or charge the whole or any
part of the property, assets or revenue of the Company present or future, including its uncalled capital by
special assignment or otherwise or to transfer or convey the same absolutely or in trust and to give the
lenders powers of sale and other powers as may be expedient and to purchase, redeem or pay off any
such securities; provided however, that the moneys to be borrowed, together with the money already
borrowed by the Company apart from temporary loans (as defined under Section 180(1) of the Act)
obtained from the Company’s bankers in the ordinary course of business shall not, without the sanction
of the Company by a Special Resolution at a General Meeting, exceed the aggregate of the paid up capital
of the Company, its free reserves and securities premium. Provided that every Special Resolution passed
by the Company in General Meeting in relation to the exercise of the power to borrow shall specify the
total amount up to which moneys may be borrowed by the Board of Directors.
(b) The Directors may by resolution at a meeting of the Board delegate the above power to borrow money
463otherwise than on Debentures to a committee of Directors or managing director or to any other person
permitted by applicable Law, if any, within the limits prescribed.
(c) To the extent permitted under the applicable Law and subject to compliance with the requirements
thereof, the Board shall be empowered to grant loans to such entities at such terms as they may deem to
be appropriate and the same shall be in the interest of the Company.
141. REGISTERS
(a) The Company shall keep and maintain at its registered office or at any other place in India as may be
permitted by the Act and Rules, all statutory registers including, register of charges, register of members,
register of debenture holders, register of any other security holders, the register and index of beneficial
owners and 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 such particulars as prescribed by
the Act and the Rules.
(b) The Company may charge from the Shareholder, the fee in advance, equivalent to the estimated actual
expenses of delivery of the documents, pursuant to any request made by the Shareholder for delivery of
such document to him, through a particular mode of service i.e. by post or by registered post or by speed
post or by courier or by electronic or other mode; provided such request along with requisite fee has been
duly received by the Company at least one week in advance of the dispatch of document by the Company.
142. MANAGING DIRECTOR(S) AND/OR WHOLE TIME DIRECTORS
Subject to the provisions of the Act and these Articles (including Article 112):
(a) the Board shall have power to appoint from time to time one or more of their body to be managing
directors or whole-time directors of the Company for such term and subject to such remuneration as they
may think fit. Provided that if permitted under applicable Law, an individual can be appointed or
reappointed or continue as Chairman of the Company as well as managing director or chief executive
officer of the Company at the same time;
(b) the Board may from time to time resolve that there shall be either one or more managing directors and/
or whole-time directors;
(c) in the event of any vacancy arising in the office of a managing director and/or whole-time director, the
vacancy shall be filled by the Board of Directors subject to the approval of the Members as required
under applicable Law;
(d) if a managing director and/or whole-time director ceases to hold office as Director, he shall ipso facto
and immediately cease to be managing director/whole-time director;
(e) the managing director shall not be liable to retirement by rotation as long as he holds office as managing
director.
143. POWERS AND DUTIES OF MANAGING DIRECTOR OR WHOLE-TIME DIRECTOR
The managing director/whole-time director shall subject to the supervision, control and direction of the Board and
subject to the provisions of the Act, exercise such powers as are exercisable under these Articles by the Board of
Directors, as they may think fit and confer such power for such time and to be exercised as they may think
expedient and they may confer such power either collaterally with or to the exclusion of any such substitution for
all or any of the powers of the Board of Directors in that behalf and may from time to time revoke, withdraw, alter
or vary all or any such powers. The managing directors/ whole-time Directors may exercise all the powers
entrusted to them by the Board of Directors in accordance with the Board’s direction.
144. CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY AND CHIEF FINANCIAL
OFFICER
Subject to the provisions of the Act:
464(a) A chief executive officer, manager, company secretary and 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 and chief financial officer so appointed may be removed
or dismissed by means of a resolution of the Board. Further, the Board may appoint one or more chief
executive officers for its multiple businesses, as may be required.
(b) A director may be appointed as chief executive officer, manager, company secretary or chief financial
officer.
(c) A provision of the Act or these Articles requiring or authorising a thing to be 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 a Director and as, or in place of, chief executive
officer, manager, company secretary or chief financial officer.
COMMON SEAL
145. SEAL HOW AFFIXED
The Board shall provide a common seal for the purpose of the Company and shall have power from time to time
to destroy the same and substitute a new seal in lieu thereof, and the Board shall provide for the safe custody of
the seal for the time being and the seal shall never be used except by or under the authority of a resolution of the
Board or of a committee of the Board authorised by it in that behalf and in the presence of at least one Director
and of the company secretary or such other person duly authorised by the Board of Directors or a committee of
Directors, who shall sign every instrument to which the seal is so affixed in his presence.
The Company may, in its discretion, exercise the powers conferred by the Act with regard to having an official
seal for use abroad and such powers shall accordingly be vested in the Board or any other person duly
authorised for the purpose.
DIVIDEND
146. COMPANY IN GENERAL MEETING MAY DECLARE DIVIDENDS
The Company in General Meeting may declare dividends to be paid to the Members according to their rights and
interest in the profits and may, subject to the provisions of the Act, fix the time for payment. No larger dividend
shall be declared than is recommended by the Board, but the Company in General Meeting may declare a smaller
dividend.
147. INTERIM DIVIDENDS
Subject to the provisions of Section 123 the Act, the Board may from time to time pay to the Members such
interim dividends of such amount on such class of Shares and at such times as it may think fit and as appear to it
to be justified by the profits of the Company.
148. RIGHT TO DIVIDEND AND UNPAID OR UNCLAIMED DIVIDEND
(a) Where any amount is paid in advance of calls, such capital, whilst carrying interest, shall not in respect
thereof confer a right to dividend or to participate in the profits.
(b) Where the Company has declared a dividend but which has not been paid or claimed within thirty (30)
days from the date of declaration, the Company shall within seven (7) days from the date of expiry of the
said period of thirty (30) days, transfer the total amount of dividend which remains unpaid or unclaimed
within the said period of thirty (30) days, to a special account to be opened by the Company in that behalf
in any scheduled bank. No unpaid dividend shall bear interest as against the Company.
(c) Any money transferred to the unpaid dividend account of the Company which remains unpaid or
unclaimed for a period of seven (7) years from the date of such transfer, shall be transferred by the
Company to the fund known as Investor Education and Protection Fund established under Section 125
of the Act, subject to the provisions of the Act and the Rules. Any person claiming to be entitled to an
465amount may apply to the authority constituted by the Central Government for the payment of the money
claimed.
(d) The Company shall, within a period of ninety (90) days of making any transfer of an amount, as stated
above to the unpaid dividend account, prepare a statement containing the names, their last known
addresses and the unpaid dividend to be paid to each person and place it on the website of the Company,
if any, and also on any other website approved by the Central Government for this purpose, in such form,
manner and other particulars as may be prescribed. If any default is made in transferring the total amount
referred to in sub-article (b) or any part thereof to the unpaid dividend account of the Company, it shall
pay, from the date of such default, interest on so much of the amount as has not been transferred to the
said account, at the rate of twelve (12) per cent per annum and the interest accruing on such amount shall
inure to the benefit of the members of the Company in proportion to the amount remaining unpaid to
them.
(e) All Shares in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years or
more shall be transferred by the Company in the name of the Investor Education and Protection Fund,
subject to the provisions of the Act and the Rules.
(f) No unclaimed or unpaid dividend shall be forfeited by the Board before the claim becomes barred by
applicable Laws.
(g) All other provisions under the Act will be complied with in relation to the unpaid or unclaimed dividend.
149. DIVISION OF PROFITS
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.
150. DIVIDENDS TO BE APPORTIONED
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.
151. RESERVE FUNDS
(a) The Board may, before recommending any dividends, set aside out of the profits of the Company such
sums as it thinks proper as a reserve or reserves which shall at the discretion of the Board, be applied 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 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 think fit.
(b) The Board may also carry forward any profits when it may consider necessary not to divide, without
setting them aside as a reserve.
152. DEDUCTION OF ARREARS
Subject to the Act, no Member shall be entitled to receive payment of any interest or dividend in respect of his
Share or Shares whilst any money may be due or owing from him to the Company in respect of such Share or
otherwise howsoever whether alone or jointly with any other person or persons and the Board may deduct from
any dividend payable to any Members all sums of money, if any, presently payable by him to the Company on
account of the calls or otherwise in relation to the Shares of the Company.
153. RECEIPT OF JOINT HOLDER
Any one of two (2) or more joint holders of a share may give effective receipt for any dividends, bonuses or other
466monies payable in respect of such Shares.
154. DIVIDEND HOW REMITTED
Any dividend, interest or other monies payable in cash in respect of Shares may be paid by electronic mode or 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,
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. The Company shall not be liable for
any cheque or warrant lost in transmission or for any dividend lost to the Member or person entitled thereof, by
the forged endorsement of a cheque or warrant or the fraudulent recovery thereof by any other means.
155. DIVIDENDS NOT TO BEAR INTEREST
No dividends shall bear interest against the Company.
156. TRANSFER OF SHARES AND DIVIDENDS
Subject to the provisions of the Act, any transfer of Shares shall not pass the right to any dividend declared thereon
before the registration of the transfer.
CAPITALISATION OF PROFITS
157. CAPITALISATION OF PROFITS
(a) The Company by Ordinary Resolution in General Meeting, may, upon the recommendation of the Board,
resolve:
(i) that it is desirable to capitalise any part of the amount for the time being standing to the credit
of the Company’s reserve accounts or to the credit of the profit and loss account, or otherwise
available for distribution; and
(ii) that such sum be accordingly set free for distribution in the manner specified in sub-clause (b)
below amongst the Members who would have been entitled thereto, if distributed by way of
dividend and in the same proportions.
(b) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in
sub-clause (c) below, either in or towards:
(i) paying up any amounts for the time being unpaid on Shares held by such Members respectively;
(ii) paying up in full, unissued Share or other securities of the Company to be allotted and
distributed, credited as fully paid - up, to and amongst such Members in the proportions
aforesaid;
(iii) partly in the way specified in sub-clause (i) and partly that specified in sub -clause (ii);
(iv) a securities premium account and a capital redemption reserve account or any other permissible
reserve account may, for the purposes of this Article, be applied as permitted under the Act in
the paying up of unissued Shares to be issued to Members of the Company as fully paid bonus
Shares; and
(v) the Board shall give effect to the resolution passed by the Company in pursuance of these
Articles.
158. POWER OF DIRECTORS FOR DECLARATION OF BONUS ISSUE
(a) Whenever such a resolution as aforesaid shall have been passed, the Board shall:
(i) make all appropriations and applications of the undivided profits resolved to be capitalised
467thereby, and all allotments and issues of fully paid Shares or other securities, if any; and
(ii) generally do all acts and things required to give effect thereto.
(b) The Board shall have full power:
(i) to make such provisions, by the issue of fractional certificates/coupons or by payments in cash
or otherwise as it thinks fit, in the case of Shares or Debentures becoming distributable in
fractions; and
(ii) 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 them respectively, credited as fully paid up, of
any further Shares or other securities to which they may be entitled upon such capitalisation, 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 capitalised, of the amount or
any part of the amounts remaining unpaid on their existing Shares.
(c) Any agreement made under such authority shall be effective and binding on such Members.
ACCOUNTS
159. WHERE BOOKS OF ACCOUNTS TO BE KEPT
The books of account shall be kept at the Office or at such other place in India as the Board thinks fit in accordance
with the applicable provisions of the Act.
160. INSPECTION BY DIRECTORS
The books of account and books and papers of the Company, or any of them, shall be open to the inspection of
Directors in accordance with the applicable provisions of the Act.
161. INSPECTION BY MEMBERS
The Board of Directors or any committee thereof, 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 and documents
and registers of the Company or any of them shall be open to the inspection of the Members, and no Member
(not being a Director) shall have any right of inspecting any account or books or documents or registers of the
Company except as conferred by statute or authorised by the Board or by the resolution of the Company in
General Meeting.
AUDITORS
162. Appointment, re-appointment, rotation, removal, resignation, eligibility, qualification, disqualification,
remuneration, powers and duties etc. of the auditors whether statutory, secretarial or internal Auditor, shall be in
accordance with the provisions of the Act and the Rules.
SERVICE OF DOCUMENTS AND NOTICE
163. MEMBERS TO NOTIFY ADDRESS IN INDIA
Each registered holder of Shares from time to time shall notify in writing to the Company such place in India to
be registered as his address and such registered place of address shall for all purposes be deemed to be his place
of residence.
164. SERVICE ON MEMBERS HAVING NO REGISTERED ADDRESS
If a Member has no registered address in India, and has not supplied to the Company any address within India, for
the giving of the notices to him, a document advertised in a newspaper circulating in the neighborhood of Office
of the Company shall be deemed to be duly served to him on the day on which the advertisement appears.
468165. SERVICE ON PERSONS ACQUIRING SHARES ON DEATH OR INSOLVENCY OF MEMBERS
A document may be served by the Company on the persons entitled to a share in consequence of the death or
insolvency of a Member by sending it through the post in a prepaid letter addressed to them by name or by the
title or representatives of the deceased, assignees of the insolvent by any like description at the address (if any) in
India supplied for the purpose by the persons claiming to be so entitled, or (until such an address has been so
supplied) by serving the document in any manner in which the same might have been served as if the death or
insolvency had not occurred.
166. PERSONS ENTITLED TO NOTICE OF GENERAL MEETINGS
Subject to the provisions of the Act and these Articles, notice of General Meeting shall be given:
(a) To the Members of the Company as provided by these Articles.
(b) To the persons entitled to a Share in consequence of the death or insolvency of a Member.
(c) To the Directors of the Company.
(d) To the auditors for the time being of the Company.
Provided that, in case of Members who are joint holders, notice shall be given to the joint holder who is
first named on the Register of Members.
167. NOTICE BY ADVERTISEMENT
Subject to the provisions of the Act any document required to be served or sent by the Company on or to the
Members, or any of them and not expressly provided for by these Articles, shall be deemed to be duly served or
sent if advertised in a newspaper circulating in the district in which the Office is situated.
168. NOTICE BY ELECTRONIC MEANS
Where a document is sent by electronic mail, service thereof shall be deemed to be effected properly, where a
Member has registered his electronic mail address with the Company and has intimated the Company that
documents should be sent to his registered email address, without acknowledgement due. Provided that the
Company, shall provide each Member an opportunity to register his email address and change therein from time
to time with the Company or the concerned Depository.
169. MEMBERS BOUND BY DOCUMENT SERVED TO PERSON FROM WHOM TITLE IS DERIVED
Every person, who by the operation of Law, transfer or other means whatsoever, shall become entitled to any
Shares, shall be bound by every document in respect of such Share which, previously to his name and address
being entered in the Register of Members, shall have been duly served on or sent to the person from whom he/she
derived his/her title to such Share.
Any notice to be given by the Company shall be signed by the managing director or by such Director or
Secretary (if any) or officer as the Board may appoint. The signature to any notice to be given by the Company
may be written or printed or lithographed.
WINDING UP
170. Winding up when necessary will be done in accordance with the provisions of Chapter XX of the Act and other
applicable Law.
171. APPLICATION OF ASSETS
Subject to the provisions of the Act as to preferential payment the assets of the Company shall, on its winding up,
be applied in satisfaction of its liabilities pari passu and, subject to such application shall be distributed among
the Members according to their rights and interests in the Company.
469INDEMNITY
172. DIRECTOR’S AND OTHERS’ RIGHT TO INDEMNITY
Subject to the provisions of the Act and other applicable Law, every Director, manager, company secretary and
officer of the Company shall be indemnified by the Company out of the funds of the Company, to pay all costs,
losses and expenses against any liability incurred by him/her in his/her capacity as Director, manager, company
secretary or officer of the Company including in relation to defending any proceedings, whether civil or criminal,
in which judgment is given in his/her favour or in which he/she is acquitted or in which relief is granted to him/her
by the court or the tribunal. Provided, however, that such indemnification shall not apply in respect of any cost or
loss or expenses to the extent it is finally judicially determined to have resulted from the willful misconduct or
bad faith acts or omissions of such Director or officer of the Company.
173. NOT RESPONSIBLE FOR ACTS OF OTHERS
(a) Subject to the provisions the Act, no Director, manager, company secretary or officer of the Company
shall be liable for the acts, receipt, neglects or defaults of any other Director or Officer, or for joining in
any receipt or other act for conformity or for any loss or expenses happening to the Company through
insufficiency or deficiency of title to any property acquired by order of the Director for or on behalf of
the Company, or for the insufficiency or deficiency of any security in or upon which any of the moneys
of the Company shall be 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 over sight in 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 willful act or default.
(b) Without prejudice to the generality foregoing it is hereby expressly declared that any filing fee payable
or any document required to be filed with Registrar of Companies in respect of any act done or required
to be done by any Director or other officer by reason of his holding the said office, shall be paid and
borne by the Company.
174. INSURANCE
The Company may take and maintain any insurance as the Board may think fit 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.
SECRECY CLAUSE
175. SECRECY
(a) No Member or other person (not being a Director) shall be entitled to inspect the Company’s works
without the permission of the managing director/Directors or to require discovery of any information
respectively and detail of the Company’s trading or any matter which is or may be in the nature of a trade
secret, history of trade or secret process, or of any matter whatsoever, which may be related to the conduct
of the business of the Company and which in the opinion of the managing director/Directors will be
inexpedient in the interest of the Members of the Company to communicate to the public.
(b) Every Director, managing director, manager, secretary, auditor, trustee, Members of committee, Officer,
servant, agent, accountant or other persons employed in the business of the Company shall, if so required
by the Director before entering upon his duties, or any time during his term of office, sign a declaration
pledging himself to observe secrecy relating to all transactions of the Company and the state of accounts
and in matters relating thereto and shall by such declaration pledge himself not to reveal any of such
matters which may come to his knowledge in the discharge of his official duties except which are required
so to do by the Directors or any meeting or by a court of Law and except so far as may be necessary in
order to comply with any of the provision of these Articles or Law.
GENERAL POWER
176. Wherever in the Act, it has been provided that the Company shall have any right, privilege or authority or that the
470Company could carry out any transaction only if the Company is so authorised by its articles, then and in that case
this Article 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.
177. At any point of time from the date of adoption of these Articles, if these Articles are or become contrary to the
provisions of the Act, the Rules, the Listing Regulations and any other applicable Laws, the provisions of the Act,
the Rules, the Listing Regulations and other applicable Laws shall prevail over these Articles to such extent and
the Company shall, at all times, discharge all of its obligations as prescribed under applicable Laws, from time to
time.
471SECTION IX: OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following documents and contracts which are or may be deemed material have been entered or are to be
entered into by our Company. These contracts, copies of which will be attached to the copy of this Red Herring Prospectus
which will be filed with the RoC, and also the documents for inspection referred to hereunder, may be inspected at the
Registered and Corporate Office between 10 a.m. and 5 p.m. on all Working Days and will also be available for inspection
on our website at www.europratik.com from the date of this Red Herring Prospectus until the Bid/Offer Closing Date
(except for Technopak Report which was available from the date of the Draft Red Herring Prospectus and such documents
or agreements executed after the Bid/ Offer Closing Date).
A. Material Contracts for the Offer
1. Offer Agreement dated January 20, 2025 entered into among our Company, the Selling Shareholders and
the BRLMs.
2. Registrar Agreement dated December 28, 2024 read with the amendment to the registrar agreement dated
August 22, 2025 entered into among our Company, the Selling Shareholders and the Registrar to the
Offer.
3. Share Escrow Agreement dated August 22, 2025 entered into among our Company, the Selling
Shareholders and the Share Escrow Agent.
4. Cash Escrow and Sponsor Bank Agreement dated September 5, 2025 entered into among our Company,
the Selling Shareholders, the BRLMs, the Syndicate Member, the Bankers to the Offer and the Registrar
to the Offer.
5. Syndicate Agreement dated September 5, 2025 entered into among our Company, the Selling
Shareholders, the BRLMs, the Syndicate Member and the Registrar to the Offer.
6. Underwriting Agreement dated [●] entered into among our Company, the Selling Shareholders and the
Underwriters.
B. Material Documents
1. Certified copies of the Memorandum of Association and Articles of Association of our Company, each
as amended.
2. Certificate of incorporation dated January 19, 2010 issued to our Company by the Registrar of
Companies, in the name of Better Life Mission Multitrade Private Limited.
3. Fresh certificate of incorporation dated May 2, 2017 consequent upon change of name from Better Life
Mission Multitrade Private Limited to Euro Pratik Sales Private Limited issued to our Company by the
Registrar of Companies.
4. Fresh certificate of incorporation dated October 11, 2024 consequent upon conversion into a public
limited company issued to our Company by the Registrar of Companies, Central Processing Centre.
5. Resolution of our Board dated December 13, 2024 authorizing the Offer and other related matters.
6. Resolution of our Board dated August 22, 2025 taking on record the participation of Selling Shareholders
in the Offer for Sale.
7. Resolution of our Board dated January 20, 2025 approving the Draft Red Herring Prospectus.
8. Resolution of our Board dated September 5, 2025 approving this Red Herring Prospectus.
9. Consent letters of the Selling Shareholders for participation in the Offer for Sale, each dated August 22,
2025, as detailed in “The Offer” beginning on page 72.
10. Copies of the annual reports of our Company as at and for the Financial Years 2025, 2024 and 2023.
11. Resolution of Audit Committee dated September 5, 2025 approving the key performance indicators of
the Company.
47212. Agreement dated September 2, 2024 entered into between our Company and Pratik Gunvantraj Singhvi
fixing the remuneration of the Chairman and Managing Director, Pratik Gunvantraj Singhvi.
13. Board resolution dated October 26, 2024 and shareholders’ resolution dated October 30, 2024, fixing the
remuneration of the Chairman and Managing Director, Pratik Gunvantraj Singhvi.
14. Agreement dated September 2, 2024 entered into between our Company and Jai Gunvantraj Singhvi
fixing the remuneration of the Executive Director and Chief Financial Officer, Jai Gunvantraj Singhvi
15. Board resolution dated October 26, 2024 and shareholders’ resolution dated October 30, 2024, fixing the
remuneration of the Executive Director and Chief Financial Officer, Jai Gunvantraj Singhvi.
16. Agreement dated July 1, 2024 entered into between our Company and Abhinav Sacheti fixing the
remuneration of the Executive Director and Chief Marketing Officer (Millenium Decor division),
Abhinav Sacheti.
17. Board resolution dated November 11, 2024 and shareholders’ resolution dated November 18, 2024,
fixing the remuneration of the Executive Director and Chief Marketing Officer (Millenium Decor
division), Abhinav Sacheti.
18. Letter of authorisation dated August 20, 2024 with Technopak Advisors Private Limited.
19. Report titled “Report on Wall Panel Industry in India” dated August 22, 2025 issued by Technopak and
consent dated August 22, 2025 issued by Technopak with respect to the report.
20. Consents of our Directors, the BRLMs, the Selling Shareholders, the legal advisers to our Company as
to Indian Law, the Registrar to the Offer, the Bankers to our Company, the Company Secretary and
Compliance Officer, the Syndicate Member, and the Bankers to the Offer in their respective capacities.
21. Consent dated August 22, 2025 from our Joint Statutory Auditors, namely, M/s. C N K & Associates
LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s. Monika Jain &
Co., Chartered Accountants, firm registration number 130708W, 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 Joint Statutory Auditors, and in respect of their (i) examination report, dated
August 21, 2025 on the Restated Consolidated Financial Information; and (ii) their report dated August
22, 2025 on the statement of special tax benefits available to our Company, the Material Subsidiary, and
its shareholders, included in this Red Herring Prospectus.
22. Certificate dated August 22, 2025 from M/s. M Baldeva Associates, Company Secretaries.
23. The examination report dated August 21, 2025 of the Joint Statutory Auditors on the Restated
Consolidated Financial Information.
24. The report dated August 22, 2025 of the Joint Statutory Auditors, on the statement of special tax benefits
available to our Company, Material Subsidiary, and its shareholders.
25. The deed of assignment dated October 30, 2024 between our Company and our Promoter, Jai Gunvantraj
Singhvi
26. The deed of assignment dated October 3, 2024 between our Subsidiary, Gloirio Decor Private Limited
and Prakash Suresh Rita.
27. The registered user agreement dated September 2, 2024 between our Company and one of our Promoters,
Pratik Gunvantraj Singhvi.
28. Business transfer agreement dated June 18, 2024 between our Subsidiary, Gloirio Decor Private Limited
and Vougue Décor.
29. Valuation report dated August 25, 2024 by Rajesh Mundra, Chartered Accountants, a registered valuer,
commissioned by our Company in relation to acquisition of business of Vougue Decor by our subsidiary,
Gloirio Decor Private Limited.
30. Business transfer agreement dated May 28, 2024 between our Company and Millenium Decor.
47331. Valuation report dated August 25, 2024 by Rajesh Mundra, Chartered Accountants, a registered valuer,
commissioned by our Company in relation to acquisition of business of Millenium Decor.
32. Business transfer agreement dated May 2, 2024 between our Company and Euro Pratik Laminate LLP.
33. Valuation report dated August 25, 2024 by Rajesh Mundra, Chartered Accountants, a registered valuer,
commissioned by our Company in relation to acquisition of business of Euro Pratik Laminate LLP.
34. Supplementary limited liability partnership agreement between our Company, Amit Dhannalal Jalan,
Vedant Jalan and Jai Gunvantraj Singhvi dated August 12, 2024.
35. Amended and restated operating agreement between our Subsidiary, Euro Patik C Corp Inc. and K2
Marketing, LLC and Eola Builders, LLC dated June 24, 2024.
36. Limited Liability Partnership Agreement dated July 9, 2025 between our Company and MRM Ply Lam
LLP.
37. Limited Liability Partnership Agreement dated April 28, 2025 between our Company, Sudharm Baxi and
Vandana Baxi.
38. Consent dated October 22, 2024 by Rajesh Mundra, Chartered Accountants, a registered valuer, to
include their name in connection with the (i) valuation report dated August 25, 2024 in relation to
acquisition of business of Vougue Decor by our subsidiary, Gloirio Decor Private Limited; (ii) valuation
report dated August 25, 2024 in relation to acquisition of business of Millenium Decor; and (iii) valuation
report dated August 25, 2024 in relation to acquisition of business of Euro Pratik Laminate LLP in this
Red Herring Prospectus.
39. Certificate relating to key performance indicators dated September 5, 2025 issued by M/s. C N K &
Associates LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s.
Monika Jain & Co., Chartered Accountants, firm registration number 130708W, the Joint Statutory
Auditors of our Company.
40. Certificate relating to ‘Basis for Offer Price’ dated September 5, 2025 issued by M/s. C N K & Associates
LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s. Monika Jain &
Co., Chartered Accountants, firm registration number 130708W, the Joint Statutory Auditors of our
Company.
41. Certificate relating to financial indebtedness dated September 5, 2025 issued by M/s. C N K & Associates
LLP, Chartered Accountants, firm registration number 101961W/W-100036 and M/s. Monika Jain &
Co., Chartered Accountants, firm registration number 130708W, the Joint Statutory Auditors of our
Company.
42. Certificate relating to the weighted average cost of acquisition dated September 5, 2025 issued by M/s.
C N K & Associates LLP, Chartered Accountants, firm registration number 101961W/W-100036 and
M/s. Monika Jain & Co., Chartered Accountants, firm registration number 130708W, the Joint Statutory
Auditors of our Company.
43. Tripartite agreement dated October 16, 2024 among our Company, NSDL and the Registrar to the Offer.
44. Tripartite agreement dated October 24, 2024 among our Company, CDSL and the Registrar to the Offer.
45. Due diligence certificate dated January 20, 2025 addressed to the SEBI from the BRLMs.
46. In-principle listing approvals, each dated April 3, 2025 issued by the BSE and the NSE, respectively.
47. SEBI observation letter bearing number SEBI/HO/CFD/RAC-DIL2/P/OW/2025/13255/1 dated May 15,
2025 addressed to the BRLMs from the SEBI.
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 our
Shareholders, subject to compliance with the provisions contained in the Companies Act and other relevant
statutes.
474DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India and the rules, regulations and guidelines 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, disclosure or undertaking 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 regulations
or guidelines notified thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in
this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________________________
Pratik Gunvantraj Singhvi
Chairman and Managing Director
Place: Mumbai
Date: September 5, 2025
475DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India and the rules, regulations and guidelines 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, disclosure or undertaking 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 regulations
or guidelines notified thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in
this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________________________
Jai Gunvantraj Singhvi
Executive Director and Chief Financial Officer
Place: Mumbai
Date: September 5, 2025
476DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India and the rules, regulations and guidelines 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, disclosure or undertaking 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 regulations
or guidelines notified thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in
this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________________________
Abhinav Sacheti
Executive Directorand Chief Marketing Officer (Millenium Decor division)
Place: Mumbai
Date: September 5, 2025
477DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India and the rules, regulations and guidelines 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, disclosure or undertaking 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 regulations
or guidelines notified thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in
this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________________________
Dhruti Apurva Bhagalia
Independent Director
Place: Mumbai
Date: September 5, 2025
478DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India and the rules, regulations and guidelines 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, disclosure or undertaking 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 regulations
or guidelines notified thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in
this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________________________
Mahendra Hastimal Kachhara
Independent Director
Place: Mumbai
Date: September 5, 2025
479DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India and the rules, regulations and guidelines 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, disclosure or undertaking 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 regulations
or guidelines notified thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in
this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________________________
Manish Kailash Ramuka
Independent Director
Place: Mumbai
Date: September 5, 2025
480DECLARATION
I, Pratik Gunvantraj Singhvi, in my capacity as a Selling Shareholder, hereby confirm and declare that all statements,
disclosures and undertakings specifically made or confirmed by me in this Red Herring Prospectus in relation to myself,
as one of the Selling Shareholders and my portion of the Offered Shares, are true and correct. I assume no responsibility
as a Selling Shareholder, for any other statements, disclosures or undertakings including, any of the statements and
undertakings made or confirmed by or relating to the Company or any other Selling Shareholder(s) or any other person(s)
in this Red Herring Prospectus.
SIGNED BY PRATIK GUNVANTRAJ SINGHVI
_________________________________________
Pratik Gunvantraj Singhvi
Place: Mumbai
Date: September 5, 2025
481DECLARATION
I, Jai Gunvantraj Singhvi, in my capacity as a Selling Shareholder, hereby confirm and declare that all statements,
disclosures and undertakings specifically made or confirmed by me in this Red Herring Prospectus in relation to myself,
as one of the Selling Shareholders and my portion of the Offered Shares, are true and correct. I assume no responsibility
as a Selling Shareholder, for any other statements, disclosures or undertakings including, any of the statements and
undertakings made or confirmed by or relating to the Company or any other Selling Shareholder(s) or any other person(s)
in this Red Herring Prospectus.
SIGNED BY JAI GUNVANTRAJ SINGHVI
_________________________________________
Jai Gunvantraj Singhvi
Place: Mumbai
Date: September 5, 2025
482DECLARATION
We, Pratik Gunwantraj Singhvi HUF, in our capacity as a Selling Shareholder, hereby confirm and declare that all
statements, disclosures and undertakings specifically made or confirmed by us in this Red Herring Prospectus in relation
to ourselves, as one of the Selling Shareholders and our portion of the Offered Shares, are true and correct. We assume no
responsibility as a Selling Shareholder, for any other statements, disclosures or undertakings including, any of the
statements and undertakings made or confirmed by or relating to the Company or any other Selling Shareholder(s) or any
other person(s) in this Red Herring Prospectus.
FOR AND ON BEHALF OF PRATIK GUNWANTRAJ SINGHVI HUF
_________________________________________
Pratik Gunvantraj Singhvi
Karta
Place: Mumbai
Date: September 5, 2025
483DECLARATION
We, Jai Gunwantraj Singhvi HUF, in our capacity as a Selling Shareholder, hereby confirm and declare that all statements,
disclosures and undertakings specifically made or confirmed by us in this Red Herring Prospectus in relation to ourselves,
as one of the Selling Shareholders and our portion of the Offered Shares, are true and correct. We assume no responsibility
as a Selling Shareholder, for any other statements, disclosures or undertakings including, any of the statements and
undertakings made or confirmed by or relating to the Company or any other Selling Shareholder(s) or any other person(s)
in this Red Herring Prospectus.
FOR AND ON BEHALF OF JAI GUNWANTRAJ SINGHVI HUF
_________________________________________
Jai Gunvantraj Singhvi
Karta
Place: Mumbai
Date: September 5, 2025
484DECLARATION
I, Dipty Pratik Singhvi, in my capacity as a Selling Shareholder, hereby confirm and declare that all statements, disclosures
and undertakings specifically made or confirmed by me in this Red Herring Prospectus in relation to myself, as one of the
Selling Shareholders and my portion of the Offered Shares, are true and correct. I assume no responsibility as a Selling
Shareholder, for any other statements, disclosures or undertakings including, any of the statements and undertakings made
or confirmed by or relating to the Company or any other Selling Shareholder(s) or any other person(s) in this Red Herring
Prospectus.
SIGNED BY DIPTY PRATIK SINGHVI
_________________________________________
Dipty Pratik Singhvi
Place: Mumbai
Date: September 5, 2025
485DECLARATION
I, Nisha Jai Singhvi, in my capacity as a Selling Shareholder, hereby confirm and declare that all statements, disclosures
and undertakings specifically made or confirmed by me in this Red Herring Prospectus in relation to myself, as one of the
Selling Shareholders and my portion of the Offered Shares, are true and correct. I assume no responsibility as a Selling
Shareholder, for any other statements, disclosures or undertakings including, any of the statements and undertakings made
or confirmed by or relating to the Company or any other Selling Shareholder(s) or any other person(s) in this Red Herring
Prospectus.
SIGNED BY NISHA JAI SINGHVI
_________________________________________
Nisha Jai Singhvi
Place: Mumbai
Date: September 5, 2025
486