Date: 2025-10-29 Category: Not Applicable State: Union Government Country: India

Imagine Marketing Limited - UDRHP

Issued by Securities and Exchange Board of India · Not Applicable

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Executive Summary & Key Takeaways

                    Okay, here is a summary of the Imagine Marketing Limited Updated Draft Red Herring Prospectus - I, dated October 28, 2025, based on your provided structure:

**Executive Summary**

The document is an updated draft red herring prospectus related to the initial public offering (IPO) of Imagine Marketing Limited, commonly known as "boAt." It details the terms of the offer, including a fresh issue of equity shares and an offer for sale by existing shareholders. The offer is being made pursuant to Regulation 6(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. Key contact information and associated risks are also stated. 
 
**Key Points / Main Content**

*   **Offer Details:**
    *   The IPO consists of a fresh issue of equity shares up to ₹5,000.00 million and an offer for sale of equity shares aggregating up to ₹10,000.00 million.
    *   Selling shareholders include promoters Sameer Ashok Mehta, Aman Gupta, and South Lake Investment Ltd., as well as investors Fireside Ventures Investment Fund-I and Qualcomm Ventures LLC.
    *   The Equity Shares are proposed to be listed on BSE and NSE. The designated stock exchange is to be determined.
*   **Eligibility and Reservations:**
    *   The Offer is being made under Regulation 6(2) of the SEBI ICDR Regulations, as the company does not fulfill the requirements under Regulation 6(1)(b).
    *   A minimum of 75% of the Offer is reserved for Qualified Institutional Buyers (QIBs), not more than 15% for Non-Institutional Bidders (NIBs), and not more than 10% for Retail Individual Bidders (RIBs).
*   **Pre-IPO Placement:**
    *   The company may consider a pre-IPO placement aggregating up to ₹1,000.00 million.
    *   If undertaken, the amount will be reduced from the fresh issue.
*   **Anchor Investors:**
    *   The company may consider participation by Anchor Investors.
    *   The Anchor Investor Bid/Offer Period will be one Working Day prior to the Bid/Offer Opening Date.
*   **UPI:**
    *   The UPI mandate end time and date shall be at 5.00 p.m. on the Bid/Offer Closing Date.
*   **Book Running Lead Managers (BRLMs):**
    *   ICICI Securities Limited, Goldman Sachs (India) Securities Private Limited, JM Financial Limited, and Nomura Financial Advisory and Securities (India) Private Limited.
*   **Registrar:**
    *   MUFG Intime India Private Limited.
*   **Risks:**
    *   This being the first public issue of equity shares, there has been no formal market for the equity shares.
    *   No assurance can be given regarding an active or sustained trading in the Equity Shares.

**Impact Analysis**

**Key Stakeholder: Prospective Investors**
*   **Impact:** Investors must rely on their own examination of the company and the offer, including risks involved. The price of the Equity Shares may be affected by market fluctuations.
*   **Action Required:** Investors are advised to read the risk factors carefully before making an investment decision.

**Key Stakeholder: Selling Shareholders**
*   **Impact:** Will sell existing shares and receive proceeds, less expenses.
*   **Action Required:**  N/A

**Key Stakeholder: Company**
*   **Impact:** The Company will receive proceeds from the fresh issue to fund working capital, brand marketing, and general corporate purposes. Listing of the equity shares will enhance the company's brand and create a public market for its shares.
*   **Action Required:** Ensure compliance with all regulations and requirements of the IPO process.
                

Key Entities Referenced

SEBI ICDR Regulations: Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. Rules governing the IPO process. Companies Act, 2013: Indian law regulating companies. Referenced in eligibility and required disclosures. BSE Limited: Bombay Stock Exchange, where listing is proposed. National Stock Exchange of India Limited: NSE, where listing is proposed. Imagine Marketing Limited: The company undertaking the IPO.

Official Source Record View Original Source →

See Full Document Text

                UPDATED DRAFT RED HERRING PROSPECTUS – I
Dated: October 28, 2025
Please read Section 32 of the Companies Act, 2013
(This Updated Draft Red Herring Prospectus – I will be updated upon filing of the Red Herring Prospectus with the RoC)
100% Book Built Offer
(Please scan this QR code to view this Updated Draft Red Herring Prospectus - I)
IMAGINE MARKETING LIMITED
Corporate Identity Number: U52300MH2013PLC249758
REGISTERED AND C ORPORATE OFFICE CONTACT PERSON
Unit no. 204 & 205, 2nd floor, Shreekant Jayram Sawant
D-wing & E-wing, Corporate Avenue, Company Secretary and Compliance Officer
Andheri Ghatkopar Link Road,
Mumbai, 400 093
Maharashtra, India
WEBSITE TELEPHONE EMAIL
www.boat-lifestyle.com +91 22 6210 2400 iml.secretarial@imaginemarketingindia.com
+91 22 6210 1300
PROMOTERS OF OUR COMPANY: SAMEER ASHOK MEHTA, AMAN GUPTA AND SOUTH LAKE INVESTMENT LTD
DETAILS OF THE OFFER TO THE PUBLIC
TYPE FRESH ISSUE SIZE OFFER FOR TOTAL OFFER ELIGIBILITY AND RESERVATIONS
SALE SIZE SIZE(1)
Fresh Issue and Fresh Issue of up to [●] Up to [●] Equity Up to [●] Equity The Offer is being made pursuant to Regulation 6(2) of the Securities and
Offer for Sale Equity Shares of face Shares of face value Shares of face value of Exchange Board of India (Issue of Capital and Disclosure Requirements)
value of ₹1 each of ₹1 each ₹1 each aggregating up Regulations, 2018, as amended (“SEBI ICDR Regulations”), as our
(“Equity Shares”) aggregating up to ₹ to ₹ 15,000.00 million Company does not fulfil the requirements under Regulation 6(1)(b) of the
aggregating up to ₹ 10,000.00 million SEBI ICDR Regulations. For further details, see “Other Regulatory and
5,000.00 million Statutory Disclosures – Eligibility for the Offer” on page 405. For details
in relation to Qualified Institutional Bidders, Non-Institutional Bidders and
Retail Individual Bidders, see “Offer Structure” on page 430.
DETAILS OF THE OFFER FOR SALE
NAME OF THE SELLING TYPE NUMBER OF EQUITY SHARES WEIGHTED AVERAGE COST OF
SHAREHOLDER OFFERED/ AMOUNT (₹ IN ACQUISITION PER EQUITY SHARE
MILLION) (IN ₹)*#
Sameer Ashok Mehta Promoter Selling Shareholder Up to [●] Equity Shares of face value 0.01
of ₹1 each aggregating up to ₹ 750.00
million
Aman Gupta Promoter Selling Shareholder Up to [●] Equity Shares of face value 0.01
of ₹1 each aggregating up to ₹
2,250.00 million
South Lake Investment Ltd Promoter Selling Shareholder Up to [●] Equity Shares of face value 180.83
of ₹1 each aggregating up to ₹
5,000.00 million
Fireside Ventures Investment Fund-I Investor Selling Shareholder Up to [●] Equity Shares of face value 32.25
(Scheme of Fireside Ventures Investment of ₹1 each aggregating up to ₹
Trust) 1,500.00 million
Qualcomm Ventures LLC Investor Selling Shareholder Up to [●] Equity Shares of face value 141.87
of ₹1 each aggregating up to ₹ 500.00
million
*As certified by S.K. Patodia & Associates LLP, Chartered Accountants by their certificate dated October 28, 2025.
#As on the date of this Updated Draft Red Herring Prospectus – I, 7,185,060 Preference Shares comprising of Series A CCPS, Series A1 CCPS, Series B CCPS, Series B1
CCPS and Series C CCPS, are outstanding which will be converted into a maximum of 53,952,251 Equity Shares of face value of ₹1 each prior to the filing of the Red Herring
Prospectus with the RoC in accordance with Regulation 5(2) read with Regulation 59(E)(1) of the SEBI ICDR Regulations. The above workings are assuming (a) conversion
of all outstanding 7,185,060 Preference Shares of our Company into maximum of 53,952,251 Equity Shares of face value of ₹1 each and (b) pursuant to exercise of all
outstanding options that are vested as on the date of this Updated Draft Red Herring Prospectus – I, under the ESOP Schemes.
For further details, see “The Offer” on page 71.
RISKS 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. The face value of the Equity Shares is ₹1
each. The Floor Price and Cap Price, determined by our Company, in consultation with the Book Running Lead Managers, and the Offer Price determined by our
Company, in consultation with the Book Running Lead Managers, in accordance with the SEBI ICDR Regulations, and 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 135 should not be considered to be indicative of
the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares nor
regarding the price at which the Equity Shares will be traded after listing.
GENERAL 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 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
Updated Draft Red Herring Prospectus – I. Specific attention of the investors is invited to “Risk Factors” on page 28.
COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Updated Draft Red Herring Prospectus – I 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 Updated Draft Red Herring
Prospectus – I is true and correct in all material aspects and is not misleading in any material respect, that opinions and intentions expressed herein are honestly heldand that there a re no other facts, the omission of which makes this Updated Draft Red Herring Prospectus – I as a whole or any of such information or the expression
of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, accepts responsibility for and only
confirms the statements specifically made or confirmed by such Selling Shareholder in this Updated Draft Red Herring Prospectus – I solely in relation to such
Selling Shareholder and its respective portion of the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and
not misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, assumes no responsibility for any other statements, disclosures
and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or in relation to our Company or our Company’s business, or
any other Selling Shareholders or any other person(s), in this Updated Draft Red Herring Prospectus – I.
LISTING
The Equity Shares that will be offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges being BSE Limited (“BSE”) and
National Stock Exchange of India Limited (“NSE” and together with BSE, the “Stock Exchanges”). For the purposes of the Offer, the Designated Stock Exchange
shall be [●].
BOOK RUNNING LEAD MANAGERS
Name of Book Running Lead Manager and Logo Contact Person Email and Telephone
Ashik Joisar / Tanya Tiwari E-mail: iml.ipo@icicisecurities.com;
Tel: +91 22 6807 7100
ICICI Securities Limited
Srishti Srivastava/ Suchismita Ghosh E-mail: gs-imaginemarketingipo@gs.com;
Tel: +91 22 6616 9000
Goldman Sachs (India) Securities Private Limited
Prachee Dhuri E-mail: boat.ipo@jmfl.com;
Tel: + 91 22 6630 3030 / 3262
JM Financial Limited
Vishal Kanjani / Chirag Shah E-mail: imaginemarketingipo@nomura.com;
Tel: +91 22 4037 4037
Nomura Financial Advisory and Securities (India)
Private Limited
REGISTRAR TO THE OFFER
Name of the Registrar Contact Person Email and Telephone
MUFG Intime India Private Limited (formerly known Shanti Gopalakrishnan E-mail: imagine.ipo@linkintime.co.in
as Link Intime India Private Limited) Tel: +91 810 811 4949
BID/OFFER PERIOD
ANCHOR INVESTOR [●](2) BID/ OFFER OPENS [●] BID/ OFFER CLOSES [●](3)(4)
BIDDING DATE ON ON
(1) Our Company and our Promoters, in consultation with the BRLMs, may consider a Pre-IPO Placement aggregating up to ₹ 1,000.00 million, prior to filing of
the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the
BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to
compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion
of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that
there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock
Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made
in the relevant sections of the Red Herring Prospectus and Prospectus.
(2) Our Company and our Promoters, in consultation with the BRLMs, 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.
(3) Our Company and our Promoters in consultation with the BRLMs, may 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.
(4) The UPI mandate end time and date shall be at 5.00 p.m. on the Bid/Offer Closing Date.UPDATED DRAFT RED HERRING PROSPECTUS -I
Dated: October 28, 2025
Please read Section 32 of the Companies Act, 2013
(This Updated Draft Red Herring Prospectus – I will be updated upon filing of the Red Herring Prospectus with the RoC)
100% Book Built Offer
IMAGINE MARKETING LIMITED
Our Company was incorporated as ‘Imagine Marketing Private Limited’ as a private limited company under the Companies Act, 1956, pursuant to the certificate of incorporation dated November 1, 2013, issued by the Registrar of Companies,
Maharashtra at Mumbai (“RoC”). Our Company was subsequently converted into a public limited company pursuant to the resolution passed by our Board of Directors on January 18, 2022, and special resolution passed by our Shareholders on
January 18, 2022, and the name of our Company was changed to ‘Imagine Marketing Limited’ and a fresh certificate of incorporation dated January 24, 2022, was issued by the RoC. For details in relation to the changes in the name and registered
office of our Company, see “History and Certain Corporate Matters - Brief History of our Company” on page 226.
Registered and Corporate Office: Unit no. 204 & 205, 2nd floor, D-wing & E-wing, Corporate Avenue, Andheri Ghatkopar Link Road, Mumbai, 400 093 Maharashtra, India
Telephone: 91 22 6210 2400 / +91 22 6210 1300; Contact Person: Shreekant Jayram Sawant, Company Secretary and Compliance Officer
E-mail: iml.secretarial@imaginemarketingindia.com; Website: www.boat-lifestyle.com
Corporate Identity Number: U52300MH2013PLC249758
PROMOTERS OF OUR COMPANY: SAMEER ASHOK MEHTA, AMAN GUPTA AND SOUTH LAKE INVESTMENT LTD
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH (“EQUITY SHARES”) OF IMAGINE MARKETING LIMITED (OUR “COMPANY” OR THE “COMPANY”) FOR CASH AT A PRICE
OF ₹[●] PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹[●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹ 15,000.00 MILLION (THE “OFFER”) COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY
SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹ 5,000.00 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP
TO ₹ 10,000.00 MILLION (THE “OFFER FOR SALE”), CONSISTING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹ 8,000.00 MILLION BY THE PROMOTER SELLING
SHAREHOLDERS (AS DEFINED HEREINAFTER) AND UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹ 2,000.00 MILLION BY THE INVESTOR SELLING SHAREHOLDERS (AS DEFINED
HEREINAFTER) (AS DEFINED HEREINAFTER) (COLLECTIVELY, THE “SELLING SHAREHOLDERS” AND SUCH EQUITY SHARES, THE “OFFERED SHARES”).
THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT SHALL BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLMS AND
WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), ALL EDITIONS OF JANSATTA (A WIDELY CIRCULATED HINDI NATIONAL
DAILY NEWSPAPER), AND MUMBAI EDITION OF NAVSHAKTI (A WIDELY CIRCULATED MARATHI NEWSPAPER, 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 IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS.
OUR COMPANY AND OUR PROMOTERS, IN CONSULTATION WITH THE BRLMS, MAY CONSIDER A PRE-IPO PLACEMENT AGGREGATING UP TO ₹ 1,000.00 MILLION, PRIOR TO FILING OF THE RED HERRING
PROSPECTUS WITH THE ROC. THE PRE-IPO PLACEMENT, IF UNDERTAKEN, WILL BE AT A PRICE TO BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLMS. IF THE PRE-IPO PLACEMENT IS
COMPLETED, THE AMOUNT RAISED PURSUANT TO THE PRE-IPO PLACEMENT WILL BE REDUCED FROM THE FRESH ISSUE, SUBJECT TO COMPLIANCE WITH RULE 19(2)(B) OF THE SCRR. THE PRE-IPO
PLACEMENT, IF UNDERTAKEN, SHALL NOT EXCEED 20% OF THE SIZE OF THE FRESH ISSUE. PRIOR TO THE COMPLETION OF THE OFFER, OUR COMPANY SHALL APPROPRIATELY INTIMATE THE SUBSCRIBERS
TO THE PRE-IPO PLACEMENT, PRIOR TO ALLOTMENT PURSUANT TO THE PRE-IPO PLACEMENT, THAT THERE IS NO GUARANTEE THAT OUR COMPANY MAY PROCEED WITH THE OFFER OR THE OFFER MAY
BE SUCCESSFUL AND WILL RESULT INTO LISTING OF THE EQUITY SHARES ON THE STOCK EXCHANGES. FURTHER, RELEVANT DISCLOSURES IN RELATION TO SUCH INTIMATION TO THE SUBSCRIBERS TO
THE PRE-IPO PLACEMENT (IF UNDERTAKEN) SHALL BE APPROPRIATELY MADE IN THE RELEVANT SECTIONS OF THE RED HERRING PROSPECTUS AND PROSPECTUS.
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 in the Price Band, subject to the Bid/ Offer Period not exceeding 10 Working Days. In cases of force majeure,
banking strike or similar circumstances, our Company and our Promoters, in consultation with the BRLMs, may, 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, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the respective
websites of the BRLMs and at the terminals of the Syndicate Member(s) and by intimation to the Self-Certified Syndicate Banks (“SCSBs”), other Designated Intermediaries and the Sponsor Bank(s), as applicable.
This is an Offer in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. This Offer is being made through the Book Building Process in compliance with Regulation 6(2) of the SEBI ICDR Regulations wherein not
less than 75% of the 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, in consultation with the BRLMs, may allocate up to 60% of the
QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“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 price at which Equity Shares will be allocated to the Anchor Investors (“Anchor Investor Allocation Price”), in accordance with the SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the Anchor
Investor Portion, the balance Equity Shares shall be added to the QIB Portion (excluding the Anchor Investor Portion) (“Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only
and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors) including Mutual Funds, subject to valid Bids being received at or above the Offer Price. If at least 75% of the Offer
cannot be Allotted to QIBs, then the entire Bid Amount (as defined hereinafter) will be refunded forthwith. 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 QIB Portion for proportionate allocation to QIBs. Further, not more than 15% of the Offer shall be available for allocation to Non-Institutional Bidders (“NIBs”) of which (a) one third portion shall be
reserved for NIBs with application size of more than ₹200,000 and up to ₹1,000,000; and (b) two-thirds of the portion shall be reserved for NIBs 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 other sub-category of the NIBs in accordance with SEBI ICDR Regulations, subject to valid Bids being received above the Offer Price and not more than 10% of the Offer shall be available for allocation to Retail
Individual Bidders (“RIB”) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. All Bidders (except Anchor Investors) are required to mandatorily utilise the Application Supported by
Blocked Amount (“ASBA”) process by providing details of their respective ASBA accounts and UPI ID (in case of UPI Bidders (defined hereinafter) using the UPI Mechanism), in which case the corresponding Bid Amounts will be blocked by the SCSBs
or under the UPI Mechanism, as applicable to participate in the Offer. Anchor Investors are not permitted to participate in the Anchor Investor Portion of the Offer through the ASBA process. For details, see “Offer Procedure” on page 433. This Updated
Draft Red Herring Prospectus – I is filed with SEBI and the Stock Exchanges under Chapter IIA of the SEBI ICDR Regulations.
RISKS 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. The face value of the Equity Shares is ₹1 each. The Floor Price and Cap Price, determined by our Company in consultation with the
BRLMs, and the Offer Price determined by our Company in consultation with the BRLMs, on the basis of assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price” on page 135, in
accordance with the SEBI ICDR Regulations, 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 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 in the Offer have not been recommended or
approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Updated Draft Red Herring Prospectus – I. Specific attention of the investors is invited to “Risk Factors” on page 28.
COMPANY AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Updated Draft Red Herring Prospectus – I 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 Updated Draft Red Herring Prospectus – I is true and correct in all material aspects and is not misleading in any material respect, that opinions and intentions expressed herein are honestly held and that there are no
other facts, the omission of which makes this Updated Draft Red Herring Prospectus – I as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally
and not jointly, accepts responsibility for and only confirms the statements specifically made or confirmed by such Selling Shareholder in this Updated Draft Red Herring Prospectus – I solely in relation to such Selling Shareholder and its respective portion
of the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, assumes no responsibility for any other
statements, disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or in relation to our Company or our Company’s business, or any other Selling Shareholders or any other person(s), in this Updated
Draft Red Herring Prospectus – I.
LISTING
The Equity Shares to be Allotted through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to their letters each
dated June 3, 2025. For the purposes of the Offer, the Designated Stock Exchange shall be [●]. A signed copy of the Red Herring Prospectus and the Prospectus shall be delivered to the RoC in accordance with Sections 32 and 26(4) of the Companies Act,
2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid/ Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 470.
BOOK RUNNING LEAD MANAGERS TO THE OFFER REGISTRAR TO THE OFFER
ICICI Securities Limited Goldman Sachs (India) Securities Private JM Financial Limited Nomura Financial Advisory and Securities MUFG Intime India Private Limited (formerly known as
ICICI Venture House Limited 7thFloor, Cnergy (India) Private Limited Link Intime India Private Limited)
Appasaheb Marathe Marg 9th and 10th Floor, Ascent-Worli Appasaheb Marathe Marg, Ceejay House, Level 11 Plot F, Shivsagar Estate C-101, 1st Floor, 247 Park
Prabhadevi, Mumbai – 400 025 Sudam Kalu Ahire Marg Prabhadevi, Mumbai – 400 025 Dr. Annie Besant Road, Worli L.B.S. Marg, Vikhroli West
Maharashtra, India Worli, Mumbai 400 025 Maharashtra, India Mumbai 400 018 Mumbai 400 083
Tel: +91 22 6807 7100 Maharashtra, India Tel: +91 22 6630 3030 / 3262 Maharashtra, India Maharashtra, India
Email: iml.ipo@icicisecurities.com Tel: +91 22 6616 9000 Email: boat.ipo@jmfl.com Tel: +91 22 4037 4037 Tel: +91 810 811 4949
Website: www.icicisecurities.com Email: gs-imaginemarketingipo@gs.com Website: www.jmfl.com E-mail: imaginemarketingipo@nomura.com Website: www.linkintime.co.in
Investor Grievance ID: Website: www.goldmansachs.com Investor Grievance ID: Website: Investor Grievance ID: imagine.ipo@linkintime.co.in
customercare@icicisecurities.com Investor Grievance ID: india-client- grievance.ibd@jmfl.com http://www.nomuraholdings.com/company/grou Contact Person: Shanti Gopalakrishnan
Contact Person: Ashik Joisar / Tanya support@gs.com Contact Person: Prachee Dhuri p/asia/india/index.html SEBI Registration Number: INR000004058
Tiwari Contact Person: Srishti Srivastava / SEBI Registration Number: Investor Grievance ID: investorgrievances-
SEBI Registration Number: Suchismita Ghosh INM000010361 in@nomura.com
INM000011179 SEBI Registration Number: Contact Person: Vishal Kanjani / Chirag Shah
INM000011054 SEBI Registration No.: INM000011419
BID/ OFFER PERIOD
ANCHOR INVESTOR BIDDING [●](1) BID/ OFFER OPENS ON [●] BID/ OFFER CLOSES ON [●](2)(3)
DATE
(1) Our Company and our Promoters, in consultation with the BRLMs, 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) Our Company and our Promoters, in consultation with the BRLMs, may 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 at 5.00 p.m. on the Bid/Offer Closing Date.(This page is intentionally left blank)TABLE OF CONTENTS
SECTION I: GENERAL ........................................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS .............................................................................................................................. 1
OFFER DOCUMENT SUMMARY ...................................................................................................................................... 14
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION ..................................................................................................................................... 23
FORWARD-LOOKING STATEMENTS ............................................................................................................................. 26
SECTION II: RISK FACTORS ............................................................................................................................................ 28
SECTION III: INTRODUCTION.......................................................................................................................................... 71
THE OFFER .......................................................................................................................................................................... 71
SUMMARY OF FINANCIAL INFORMATION ................................................................................................................. 73
GENERAL INFORMATION ................................................................................................................................................ 81
CAPITAL STRUCTURE ...................................................................................................................................................... 90
OBJECTS OF THE OFFER ................................................................................................................................................ 126
BASIS FOR OFFER PRICE ................................................................................................................................................ 135
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS .............................................................................................. 142
SECTION IV: ABOUT OUR COMPANY .......................................................................................................................... 153
INDUSTRY OVERVIEW ................................................................................................................................................... 153
OUR BUSINESS ................................................................................................................................................................. 179
KEY REGULATIONS AND POLICIES ............................................................................................................................ 218
HISTORY AND CERTAIN CORPORATE MATTERS .................................................................................................... 226
OUR MANAGEMENT ....................................................................................................................................................... 244
OUR PROMOTERS AND PROMOTER GROUP ............................................................................................................. 263
DIVIDEND POLICY .......................................................................................................................................................... 268
SECTION V: FINANCIAL INFORMATION .................................................................................................................... 269
RESTATED CONSOLIDATED FINANCIAL INFORMATION ...................................................................................... 269
OTHER FINANCIAL INFORMATION ............................................................................................................................. 353
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
............................................................................................................................................................................................. 356
CAPITALISATION STATEMENT .................................................................................................................................... 387
FINANCIAL INDEBTEDNESS ......................................................................................................................................... 388
SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 391
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ......................................................................... 391
GOVERNMENT AND OTHER APPROVALS ................................................................................................................. 398
OUR GROUP COMPANY ................................................................................................................................................. 402
OTHER REGULATORY AND STATUTORY DISCLOSURES ...................................................................................... 404
SECTION VII: OFFER INFORMATION .......................................................................................................................... 424
TERMS OF THE OFFER .................................................................................................................................................... 424
OFFER STRUCTURE ......................................................................................................................................................... 430
OFFER PROCEDURE ........................................................................................................................................................ 433
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................................... 451
SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION ......... 453
SECTION IX: OTHER INFORMATION ........................................................................................................................... 470
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................ 470
DECLARATION ................................................................................................................................................................... 474SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Updated Draft Red Herring Prospectus – I uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies or unless otherwise specified, shall have the meanings as provided below. References to any legislation,
act, regulation, rules, guidelines, clarifications or policies or articles of association or memorandum of association shall be to
such legislation, act, regulation, rules, guidelines, clarifications or policies or articles of association or memorandum of
association as amended, supplemented or re-enacted from time to time, and any reference to a statutory provision shall include
any subordinate legislation made from time to time under that provision. In case of any inconsistency between the definitions
given below and the definitions contained in the General Information Document, the definitions given below shall prevail.
The words and expressions used in this Updated Draft Red Herring Prospectus – I but not defined herein shall have, to the
extent applicable, the same meanings ascribed to such terms under the SEBI ICDR Regulations, the SEBI Act, the Companies
Act, the SCRA, the Depositories Act and the rules and regulations notified thereunder.
Notwithstanding the foregoing, the terms used in “Objects of the Offer”, “Basis for Offer Price”, “Statement of Possible Special
Tax Benefits”, “Industry Overview”, “Key Regulations and Policies”, “History and Certain Corporate Matters”, “Restated
Consolidated Financial Information”, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations”, “Financial Indebtedness”, “Outstanding Litigation and Material Developments”, “Other Regulatory and
Statutory Disclosures” and “Description of Equity Shares and Terms of Articles of Association” on pages 126, 135, 142, 153,
218, 226, 269, 356, 388, 391, 404 and 453, respectively, shall have the meanings ascribed to them in the relevant section.
General Terms
Term Description
“our Company” or “the Company” Imagine Marketing Limited, incorporated under the Companies Act, 1956, in India with its Registered
and Corporate Office at Unit no. 204 & 205, 2nd floor, D-wing & E-wing, Corporate Avenue, Andheri
Ghatkopar Link Road, Mumbai, 400093, Maharashtra, India
“we”, “us” or “our” Unless the context otherwise indicates or implies, refers to our Company, our Subsidiaries, our
associate* and our Joint Venture collectively
* Kimirica Lifestyle Private Limited was our associate until January 15, 2025.
“Group” Unless the context otherwise indicates or implies, refers to our Company and our Subsidiaries
collectively
Company Related Terms
Term Description
Articles of Association The articles of association of our Company, as amended from time to time
Audit Committee The audit committee of our Board, constituted in accordance with the Companies Act, 2013, and the
SEBI Listing Regulations and as described in “Our Management - Committees of the Board – Audit
Committee” on page 252
Auditors/ Statutory Auditors The statutory auditors of our Company, being B S R & Co. LLP, Chartered Accountants
Board/ Board of Directors The board of directors of our Company, or a duly constituted committee thereof
Chairman Vivek Gambhir, the chairman of our Company as described in “Our Management” on page 244
Chief Executive Officer Chief executive officer of our Company, being Gaurav Nayyar as described in “Our Management” on
page 244
Company Secretary and Compliance Shreekant Jayram Sawant, the company secretary and the compliance officer of our Company, as
Officer described in “Our Management – Key Managerial Personnel of our Company” on page 260
Corporate Promoter South Lake Investment Ltd
CSR Committee The corporate social responsibility committee of our Board, constituted in accordance with the
Companies Act, 2013 as described in “Our Management – Committees of the Board – Corporate Social
Responsibility Committee” on page 256.
Director(s) The directors on our Board, as appointed from time to time
Dive Dive Marketing Private Limited, one of our Subsidiaries
Equity Shares The equity shares of our Company of face value of ₹1 each
ESOP 2019 Imagine Employees Stock Option Plan – 2019
ESOP 2023 Imagine Marketing Employee Stock Option Plan – 2023
ESOP Schemes Collectively, ESOP 2019, MSOP 2021 and ESOP 2023
Executive Director(s) Executive director(s) on our Board, as disclosed in “Our Management – Our Board” on page 244
Fireside Fireside Ventures Investment Fund-I (Scheme of Fireside Ventures Investment Trust)
Fireside Series A SSA Share subscription agreement dated April 4, 2018, entered into among our Company, Sameer Ashok
Mehta, Aman Gupta and Fireside
Fireside Series A1 SSA Series A1 share subscription agreement dated December 31, 2018, entered into among our Company,
Sameer Ashok Mehta, Aman Gupta and Fireside
Group Chief Financial Officer Group Chief Financial Officer, being Rakesh Thakur as described in “Our Management” on page 244
Group Company Group company of our Company, identified in terms of SEBI ICDR Regulations, being Califonix Tech
and Manufacturing Private Limited and as set forth in “Our Group Company” on page 402
1Term Description
HOB HOB Ventures Private Limited, one of our Subsidiaries
Independent Director(s) The independent Director(s) on our Board, as disclosed in “Our Management – Our Board” on page
244
“Joint Venture” or “Califonix” The joint venture of our Company, namely Califonix Tech and Manufacturing Private Limited
Independent Chartered Accountant S.K. Patodia & Associates LLP, Chartered Accountants
Independent Chartered Engineer Aayushman Chauhan, Chartered Engineer
Individual Promoters Collectively, Sameer Ashok Mehta and Aman Gupta
Investor Selling Shareholders Collectively, Fireside Ventures Investment Fund-I (Scheme of Fireside Ventures Investment Trust) and
Qualcomm Ventures LLC
IPO Committee The IPO committee of our Board
KaHa Entities Collectively, KaHa Pte. Ltd., KaHa Technologies Private Limited and KaHa Technologies Shenzen Co.
Ltd. For further details, please see “History and Certain Corporate Matters – Details regarding material
acquisitions or divestments or slump sale of business / undertakings, mergers, amalgamations or any
revaluation of assets, in the last 10 years” on page 230
KaHa India SPA Share purchase agreement dated January 6, 2022, entered into among our Company, KaHa Pte. Ltd.,
KaHa Technologies Private Limited, Pawan Gandhi, Sudheendra Shantharam and Tang Chok Sung
KaHa Singapore SPA Share purchase agreement dated January 10, 2022, entered into among our Subsidiaries, Imagine
Marketing Singapore Pte. Ltd., KaHa Pte. Ltd., Nott Hariprasad, Tan Hwee Hua, Yournest Angel Fund
Trust, Metals International B.V., IOTPlus Singapore Pte. Ltd., Seeds Capital Pte. Ltd., Tembusu ICT
Fund I Pte. Ltd., Tembusu Partners Pte. Ltd. and Pawan Gandhi, Sudheendra Shantharam and Tang Chok
Sung
KaHa Promoter SSPA Share purchase and share subscription agreement dated January 14, 2022, entered into among our
Subsidiaries, Imagine Marketing Singapore Pte. Ltd., KaHa Pte. Ltd., Pawan Gandhi, Sudheendra
Shantharam and Tang Chok Sung
Kimirica Lifestyle Kimirica Lifestyle Private Limited
Kimirica SPA Share purchase agreement dated January 15, 2025 entered into among our Subsidiary, HOB Ventures
Private Limited, Mohit Jain and Kimirica Lifestyle Private Limited
Key Managerial Personnel Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI ICDR
Regulations and Section 2(51) of the Companies Act 2013 and as described in “Our Management - Key
Managerial Personnel of our Company” on page 260
Malabar 1 Malabar India Fund Limited
Malabar 2 Malabar Select Fund
Malabar 3 Malabar Midcap Fund
Malabar Entities Collectively, Malabar India Fund Limited, Malabar Select Fund and Malabar Midcap Fund. For further
details, please see “History and Certain Corporate Matters – Details regarding material acquisitions or
divestments or slump sale of business / undertakings, mergers, amalgamations or any revaluation of
assets, in the last 10 years” on page 230
Material Subsidiaries Imagine Marketing Singapore Pte. Ltd. and KaHa Pte. Ltd.
Materiality Policy The policy adopted by our Board at its meeting held on October 17, 2025, for identification of group
companies, material outstanding litigation and material dues outstanding to creditors, pursuant to the
disclosure requirements under the SEBI ICDR Regulations for the purposes of disclosure in this
Updated Draft Red Herring Prospectus – I.
Memorandum of Association The memorandum of association of our Company, as amended
MSOP 2021 Imagine Management Stock Option Plan – 2021
Nomination and Remuneration The nomination and remuneration committee of our Board, constituted in accordance with the Companies
Committee Act, 2013 and the SEBI Listing Regulations, and as described in “Our Management - Committees of the
Board – Nomination and Remuneration Committee” on page 254
Preference Shares The preference shares of our Company, comprising the Series A CCPS, Series A1 CCPS, Series B CCPS,
Series B1 CCPS and Series C CCPS. For details, see “Capital Structure” on page 90
Promoter Group Persons and entities constituting the promoter group of our Company, pursuant to Regulation 2(1)(pp) of
the SEBI ICDR Regulations, as disclosed in “Our Promoters and Promoter Group - Promoter Group”
on page 266
Promoters Collectively, Sameer Ashok Mehta, Aman Gupta and South Lake Investment Ltd
Promoter Selling Shareholders Collectively, Sameer Ashok Mehta, Aman Gupta and South Lake Investment Ltd
Qualcomm Qualcomm Ventures LLC
Qualcomm Series B1 SSA Share subscription agreement dated April 9, 2021, entered into among our Company, Sameer Ashok
Mehta, Aman Gupta and Qualcomm
RedSeer Redseer Strategy Consultants Private Limited
RedSeer Report Report titled “Industry Report on Consumer Devices” dated October 17, 2025, issued by RedSeer. The
Redseer Report has been exclusively commissioned and paid for by our Company in connection with
the Offer. The Redseer Report is available on the website of our Company at www.boat-
lifestyle.com/pages/investor-relations
Registered and Corporate Office The registered and corporate office of our Company situated at Unit no. 204 & 205, 2nd floor, D-wing
& E-wing, Corporate Avenue, Andheri Ghatkopar Link Road, Mumbai, 400093, Maharashtra, India
Registrar of Companies/ RoC Registrar of Companies, Maharashtra at Mumbai
Restated Consolidated Financial Restated consolidated financial information of our Company and its subsidiaries (our Company and
Information its subsidiaries together referred to as “Group”), its associate / associates and its joint venture,
comprising of the restated consolidated statement of assets and liabilities as at June 30, 2025, June 30,
2Term Description
2024, March 31, 2025, March 31, 2024 and March 31, 2023 the restated consolidated statements of
profit and loss (including other comprehensive income), the restated consolidated statement of changes
in equity and the restated consolidated statement of cash flows for the three months periods ended
June 30, 2025 and June 30, 2024, for the years ended March 31, 2025, March 31, 2024 and March 31,
2023, the material accounting policies and other explanatory information and notes, prepared to
comply in all material respects with Ind AS as specified under Section 133 of the Companies Act,
2013, read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to
time), presentation requirements of Division II of Schedule III to the Companies Act, 2013 and other
relevant provisions of the Companies Act, 2013, and restated in terms of the requirements of Section
26 of Part I of Chapter III to the Companies Act, 2013, the SEBI ICDR Regulations and the Guidance
Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India
Risk Management Committee The risk management committee of our Board, constituted in accordance with the SEBI Listing
Regulations and as described in “Our Management - Committees of the Board – Risk Management
Committee” on page 257
Selling Shareholders Collectively, the Promoter Selling Shareholders and Investor Selling Shareholders
Senior Management Senior management of our Company in accordance with Regulation 2(1)(bbbb) of the SEBI ICDR
Regulations, as described in “Our Management – Senior Management of our Company” on page 260
Series A CCPS Series A Compulsorily Convertible Preference Shares of face value of ₹10 each
Series A1 CCPS Series A1 Compulsorily Convertible Preference Shares of face value of ₹10 each
Series B CCPS Series B Compulsorily Convertible Preference Shares of face value of ₹6,000 each
Series B1 CCPS Series B1 Compulsorily Convertible Preference Shares of face value of ₹6,000 each
Series C CCPS Series C Compulsorily Convertible Preference Shares of face value of ₹3 each
Shareholders The shareholders of our Company, from time to time
Shareholders’ Agreement/ SHA Amended and restated shareholders’ agreement dated October 24, 2022, entered into among our
Company, Sameer Ashok Mehta, Aman Gupta, Fireside, South Lake, Qualcomm, Malabar 1, Malabar
2 and Malabar 3, as amended by the Waiver cum Amendment Agreement
Sirena Labs Sirena Labs Private Limited
South Lake South Lake Investment Ltd
South Lake Series B SSPA Share subscription and purchase agreement dated December 14, 2020, entered into among our Company,
Sameer Ashok Mehta, Aman Gupta and Fireside and South Lake
Stakeholders’ Relationship The stakeholders’ relationship committee of our Board, as described in “Our Management - Committees
Committee of the Board – Stakeholders’ Relationship Committee” on page 256
Subsidiaries Collectively, the direct and step-down subsidiaries of our Company and disclosed below:
1. Dive Marketing Private Limited;
2. HOB Ventures Private Limited;
3. Imagine Marketing Singapore Pte. Ltd.;
4. KaHa Pte Ltd.;
5. KaHa Technologies Private Limited; and
6. KaHa Technology (Shenzhen) Co. Ltd.
For further details, please see “History and Certain Corporate Matters – Our Subsidiaries and Joint
Venture” on page 238
Waiver cum Amendment Agreement Waiver cum Amendment Agreement dated April 3, 2025, to the Shareholders’ Agreement entered into
among our Company, Sameer Ashok Mehta, Aman Gupta, Fireside, South Lake, Qualcomm, Malabar
1, Malabar 2 and Malabar 3
Warburg Pincus Group Entities that are managed or advised by Warburg Pincus LLC, a limited liability company organized
under the laws of New York and whose registered office is situated at 450 Lexington Avenue, New
York NY 10017, USA
Offer Related Terms
Term Description
Abridged Prospectus A memorandum containing such salient features of a prospectus as may be specified by the SEBI in
this behalf
Acknowledgement Slip The slip or document to be issued by a Designated Intermediary to a Bidder as proof of registration of
the Bid cum Application Form
“Allot” or “Allotment” or Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh Issue and
“Allotted” transfer of Offered Shares pursuant to the Offer for Sale, in each case to successful Bidders
Allotment Advice The note or advice or intimation of Allotment sent to each of the successful Bidders who have been or
are 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(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the
requirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus and who has
Bid for an amount of at least ₹100 million
Anchor Investor Allocation Price The price at which Equity Shares will be allocated to the Anchor Investors during the Anchor Investor
Bid Period in terms of the Red Herring Prospectus and the Prospectus, which will be determined by
our Company in consultation with the BRLMs
3Term Description
Anchor Investor Application Form The application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion in
accordance with the requirements specified under the SEBI ICDR Regulations and the Red Herring
Prospectus
“Anchor Investor Bidding Date” or The day, being one Working Day prior to the Bid/ Offer Opening Date, on which Bids by Anchor
“Anchor Investor Bid/ Offer Investors shall be submitted, prior to and after which the Book Running Lead Managers will not accept
Period” any Bids from Anchor Investors, and allocation to Anchor Investors shall be completed
Anchor Investor Offer Price The final price at which the Equity Shares will be Allotted to Anchor Investors in terms of the Red
Herring 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 determined by our Company in consultation with the BRLMs
Anchor Investor Pay-in Date With respect to Anchor Investor(s), the Anchor Investor Bid/ Offer Period, and in the event the Anchor
Investor Allocation Price is lower than the Anchor Investor Offer Price, not later than two Working
Days after the Bid/ Offer Closing Date
Anchor Investor Portion Up to 60% of the QIB Portion, which may be allocated by our Company in consultation with the
BRLMs, 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
accordance with the SEBI ICDR Regulations
“Application Supported by Blocked An application, whether physical or electronic, used by ASBA Bidders to make a Bid and authorising
Amount” or “ASBA” an SCSB to block the Bid Amount in the ASBA Account and will include applications made by UPI
Bidders using the UPI Mechanism where the Bid Amount will be blocked upon acceptance of UPI
Mandate Request by the UPI Bidders using the UPI Mechanism
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 in which the Bid Amount is blocked upon acceptance of a UPI
Mandate Request made by the UPI Bidders using the UPI Mechanism
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids, which
will be considered as the application for Allotment in terms of the Red Herring Prospectus and the
Prospectus
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s)
and the Refund Bank(s), as the case may be
Basis of Allotment The basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as described
in “Offer Procedure” on page 433
Bid An indication to make an offer during the Bid/ Offer Period by an ASBA Bidder pursuant to
submission of the ASBA Form, or during the Anchor Investor Bid/ Offer Period by an Anchor
Investor, pursuant to submission of the Anchor Investor Application Form, to subscribe to the Equity
Shares at a price within the Price Band, including all revisions and modifications thereto, as permitted
under the SEBI ICDR Regulations and in terms of the Red Herring Prospectus and the Bid cum
Application Form. The term “Bidding” shall be construed accordingly
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and, in the case of RIBs
Bidding at the Cut-off Price, the Cap Price multiplied by the number of Equity Shares Bid for by such
RIBs 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 the Bid
Bid cum Application Form Anchor Investor Application Form or the ASBA Form, as the context requires
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the Designated
Intermediaries will not accept any Bids, which shall be published in all editions of Financial Express,
an English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper and
Mumbai edition of Navshakti, a Marathi daily newspaper (Marathi being the regional language of
Maharashtra, where our Registered and Corporate Office is located), each with wide circulation
Our Company and our Promoters, in consultation with the BRLMs, may, 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 revised Bid/ Offer Closing Date will be widely
disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating
the change on the websites of the BRLMs and at the terminals of the Syndicate Member(s) and
communicated to the Designated Intermediaries and the Sponsor Bank(s), 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 Date Except in relation to any Bids received from the Anchor Investors, the date on which the Designated
Intermediaries shall start accepting Bids, which shall be published in all editions of Financial Express,
an English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper and
Mumbai edition of Navshakti, a Marathi daily newspaper (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 Bids received from the 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
4Term Description
Regulations and the terms of the Red Herring Prospectus. Provided however, that the Bidding shall be
kept open for a minimum of three Working Days for all categories of Bidders, other than Anchor
Investors
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and
the Bid cum Application Form and unless otherwise stated or implied, includes an Anchor Investor
Bidding Centres 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 Process The book building process, as provided in Part A of Schedule XIII of the SEBI ICDR Regulations, in
terms of which the Offer is being made
“Book Running Lead Managers” or The book running lead managers to the Offer, namely, I-Sec, Goldman Sachs, JM and Nomura
“BRLMs”
Broker Centres Broker centres of the Registered Brokers notified by the Stock Exchanges where ASBA Bidders can
submit the ASBA Forms (in case of UPI Bidders only ASBA Forms under UPI) to a Registered Broker.
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)
Cap Price The higher end of the Price Band, subject to any revisions thereto, above which the Offer Price and
the Anchor Investor Offer Price will not be finalised and above which no Bids will be accepted. The
Cap Price shall be at least 105% of the Floor Price and less than or equal to 120% of the Floor Price
Cash Escrow and Sponsor Bank(s) The agreement to be entered amongst our Company, the Selling Shareholders, the BRLMs, Syndicate
Agreement Member(s), the Banker(s) to the Offer and Registrar to the Offer for, inter alia, appointment of the
Escrow Collection Bank(s) and Sponsor Bank(s), collection of the Bid Amounts from Anchor
Investors, transfer of funds to the Public Offer Account and where applicable, remitting refunds of the
amounts collected from Anchor Investors, on the terms and conditions thereof
Client ID Client identification number maintained with one of the Depositories in relation to dematerialised
account
“Collecting Depository Participant” A depository participant as defined under the Depositories Act and registered with SEBI and who is
or “CDP” eligible to procure Bids at the Designated CDP Locations in terms of the circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI as per the list available
on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), as
updated from time to time and the UPI Circulars
“Confirmation of Allocation Note” The notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been
or “CAN” allocated the Equity Shares, on or after the Anchor Investor Bid/ Offer Period
Cut-off Price The Offer Price, finalised by our Company, in consultation with the BRLMs, which shall be any price
within the Price Band.
Only RIBs Bidding in the Retail Portion are entitled to Bid at the Cut-off Price. QIBs (including
Anchor Investors) and NIBs are not entitled to Bid at the Cut-off Price
Demographic Details The details of the Bidders including the Bidder’s address, name of the Bidder’s father/husband,
investor status, occupation, bank account details and UPI ID, wherever applicable
Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is available on the
website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 or at such other
website as may be prescribed by SEBI from time to time
Designated CDP Locations Such locations of the CDPs where ASBA Bidders can submit the ASBA Forms.
The details of such Designated CDP Locations, along with the names and contact details of the
Collecting Depository Participants 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 the Escrow Collection Bank(s) transfer funds from the Escrow Account 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 using the UPI Mechanism, instruction issued through the Sponsor
Bank(s)) for the transfer of the relevant amounts blocked by the SCSBs in the ASBA Accounts to the
Public Offer Account and/ or are unblocked, as the case may be, in terms of the Red Herring Prospectus
and the Prospectus, after finalization of the Basis of Allotment in consultation with the Designated
Stock Exchange, following which Equity Shares will be Allotted to successful Bidders in the Offer
Designated Intermediary(ies) Collectively, the Syndicate Member(s), sub-syndicate or agents, SCSBs (other than in relation to RIBs
using the UPI Mechanism), Registered Brokers, CDPs and RTAs, who are authorised to collect Bid
cum Application Forms from the relevant Bidders, in relation to the Offer.
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked upon
acceptance of UPI Mandate Request by such UPI Bidders 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 NIBs (not using UPI
Mechanism), Designated Intermediaries shall mean Syndicate, sub-syndicate/ agents, SCSBs,
Registered Brokers, the CDPs and RTAs
Designated RTA Locations Such locations of the RTAs where Bidders (except Anchor Investors) can submit the ASBA Forms to
5Term Description
RTAs. The details of such Designated RTA Locations, along with the 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), as updated from time to time
Designated Stock Exchange [●]
Eligible FPI(s) FPI(s) that are eligible to participate in the Offer in terms of applicable law and from such jurisdictions
outside India where it is not unlawful to make an offer / invitation under the Offer and in relation to
whom the Bid cum Application Form and the Red Herring Prospectus constitutes an invitation to
purchase the Equity Shares
Eligible NRI(s) NRI(s) eligible to invest under Schedule 3 and Schedule 4 of the FEMA Rules, 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 the Red Herring Prospectus will constitute an invitation to
purchase the Equity Shares
Escrow Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) to be opened with the Escrow Collection Bank(s)
and in whose favour the Bidders (excluding ASBA Bidders) will transfer money through NACH/direct
credit/NEFT/RTGS in respect of the Bid Amount when submitting a Bid
Escrow Collection Bank(s) The bank(s) which are clearing members and registered with SEBI as banker to an issue under the
Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended and with
whom the Escrow Account(s) will be opened, in this case being [●]
“First Bidder” or “Sole Bidder” The Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision Form
and in case of joint Bids, whose name shall also appear as the first holder of the beneficiary account
held in joint names
Floor Price The lower end of the Price Band, subject to any revision(s) thereto, not being less than the face value
of Equity Shares, at or above which the Offer Price and the Anchor Investor Offer Price will be
finalised and below which no Bids will be accepted
Fresh Issue Fresh issue of up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹ 5,000.00 million
by our Company
Our Company and our Promoters, in consultation with the BRLMs, may consider a Pre-IPO
Placement aggregating up to ₹ 1,000.00 million, prior to filing of the Red Herring Prospectus with
the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in
consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to
the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b)
of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh
Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers
to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no
guarantee that our Company may proceed with the Offer or the Offer may be successful and will result
into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to
such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately
made in the relevant sections of the Red Herring Prospectus and Prospectus
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the Fugitive Economic
Offenders Act, 2018
“General Information Document” The general information document for investing in public issues prepared and issued in accordance
or “GID” with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI
Circulars and any subsequent circulars or notifications issued by SEBI, as amended from time to time.
The General Information Document shall be available on the websites of the Stock Exchanges and the
BRLMs
Goldman Sachs Goldman Sachs (India) Securities Private Limited
Gross Proceeds Gross proceeds of the Fresh Issue that will be available to our Company
I-Sec ICICI Securities Limited
JM JM Financial Limited
Monitoring Agency [●], being a credit rating agency registered with SEBI
Monitoring Agency Agreement The agreement to be entered into between our Company and the Monitoring Agency
Mutual Fund Portion 5% of the Net QIB Portion, or [●] Equity Shares of face value of ₹1 each which shall be available for
allocation to Mutual Funds only, on a proportionate basis, subject to valid Bids being received at or
above the Offer Price
Net Proceeds Proceeds of the Offer, i.e., gross proceeds of the Fresh Issue less the Offer Expenses. For further details
regarding the use of the Net Proceeds and the Offer expenses, see “Objects of the Offer” on page 126
Net QIB Portion The QIB Portion less the number of Equity Shares allocated to the Anchor Investors
Nomura Nomura Financial Advisory and Securities (India) Private Limited
“Non-Institutional Bidders” or All Bidders, that are not QIBs (including Anchor Investors) or RIBs and who have Bid for Equity
“NIBs” Shares for an amount of more than ₹200,000 (but not including NRIs other than Eligible NRIs)
Non-Institutional Portion The portion of the Offer being not more than 15% of the Offer comprising [●] Equity Shares of face
value of ₹1 each which shall be available for allocation to NIBs, subject to valid Bids being received
at or above the Offer Price, in the following manner:
(a) one-third of the portion available to NIBs shall be reserved for Bidders 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 Bidders with application size
of more than ₹1,000,000.
6Term Description
Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b),
may be allocated to Bidders in the other sub-category of NIBs, in accordance with the SEBI ICDR
Regulations
Non-Resident Person resident outside India, as defined under FEMA, and includes a non-resident Indian, FVCIs and
FPIs
Offer The initial public offer of Equity Shares for cash consideration at a price of ₹[●] each, aggregating up
to ₹ 15,000.00 million, comprising of a Fresh Issue and an Offer for Sale
Our Company and our Promoters, in consultation with the BRLMs, may consider a Pre-IPO
Placement aggregating up to ₹ 1,000.00 million, prior to filing of the Red Herring Prospectus with
the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in
consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to
the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b)
of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh
Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers
to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no
guarantee that our Company may proceed with the Offer or the Offer may be successful and will result
into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to
such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately
made in the relevant sections of the Red Herring Prospectus and Prospectus
Offer Agreement The agreement dated April 3, 2025, entered into amongst our Company, the Selling Shareholders and
the BRLMs, pursuant to which certain arrangements have been agreed to in relation to the Offer
Offer for Sale The offer for sale of up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹ 10,000.00
million being offered for sale by the Selling Shareholders in the Offer. For further details, see “The
Offer” on page 71
Offer Price The final price at which Equity Shares will be Allotted to successful ASBA Bidders in terms of the
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 the 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 the Red Herring Prospectus
Offer Proceeds The proceeds of the Fresh Issue which shall be available to our Company and the proceeds of the Offer
for Sale which shall be available to each of the Selling Shareholders in proportion to the respective
portion of Offered Shares of each such Selling Shareholder. For further information about use of the
Offer Proceeds, see “Objects of the Offer” on page 126
Offered Shares Up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹ 10,000.00 million being offered
for sale by the Selling Shareholders in the Offer for Sale. For further details, see “The Offer” on page
71
“Pre-filed Draft Red Herring The pre-filed draft red herring prospectus dated April 3, 2025, filed with SEBI and the Stock
Prospectus” or “Pre-filed DRHP” Exchanges, in accordance with Chapter IIA of the SEBI ICDR Regulations, which did not contain
complete particulars of the price at which the Equity Shares will be Allotted and the size of the Offer,
including any addenda or corrigenda thereto
Pre-IPO Placement Our Company and our Promoters, in consultation with the BRLMs, may consider a further issue of
specified securities, in one or more tranches, aggregating up to ₹ 1,000.00 million prior to filing of the
Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be
decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed,
the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to
compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed
20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-
IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer
may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further,
relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if
undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and
Prospectus
Price Band Price band ranging from 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 will be decided by our Company in consultation with the
BRLMs, and will be advertised, at least two Working Days prior to the Bid/ Offer Opening Date, in
all editions of Financial Express, an English national daily newspaper, all editions of Jansatta, a Hindi
national daily newspaper and Mumbai edition of Navshakti, a Marathi daily newspaper (Marathi being
the regional language of Maharashtra, where our Registered and Corporate Office is located), each
with wide circulation with the relevant financial ratios calculated at the Floor Price and at the Cap
Price 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 finalise the Offer Price
Prospectus The prospectus 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, the size of
the Offer and certain other information, including any addenda or corrigenda thereto
7Term Description
Public Offer Account The ‘no-lien’ and ‘non-interest bearing’ account to be opened with the Public Offer Account Bank,
under Section 40(3) of the Companies Act to receive monies from the Escrow Account and ASBA
Accounts on the Designated Date
Public Offer Account Bank(s) The bank(s) which are a clearing member and registered with SEBI under the SEBI BTI Regulations,
as a banker to an issue and with which the Public Offer Account will be opened for collection of Bid
Amounts from the Escrow Account and ASBA Accounts on the Designated Date, in this case being
[●]
QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not less than 75% of the Offer
consisting of [●] Equity Shares of face value of ₹1 each which shall be available for allocation on a
proportionate basis to QIBs (including Anchor Investors in which allocation shall be on a discretionary
basis, as determined by our Company, in consultation with the BRLMs, up to a limit of 60% of the
QIB Portion), subject to valid Bids being received at or above the Offer Price or Anchor Investor Offer
Price
“Qualified Institutional Buyers” or Qualified institutional buyers as defined under Regulation 2(1) (ss) of the SEBI ICDR Regulations
“QIB(s)” or “QIB Bidders”
“Red Herring Prospectus” or The red herring prospectus to be issued by our Company in accordance with Section 32 of the
“RHP” Companies Act and the provisions of the SEBI ICDR Regulations, which will not have complete
particulars of the Offer Price and the size of the Offer, including any addenda or corrigenda thereto.
The 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
Redseer Redseer Strategy Consultants Private Limited
Refund Account(s) Account to be opened with the Refund Bank(s), from which refunds, if any, of the whole or part of the
Bid Amount to the Bidders shall be made to Anchor Investors
Refund Bank(s) The bank(s) which are clearing members registered with SEBI under the SEBI BTI Regulations, with
whom the Refund Account(s) will be opened, in this case being [●]
Registered Brokers The stock brokers registered under the Securities and Exchange Board of India (Stock Brokers)
Regulations, 1992, as amended with SEBI and the Stock Exchanges having nationwide terminals,
other than the BRLMs and the Syndicate Member(s) and eligible to procure Bids in terms of circular
no. CIR/ CFD/ 14/ 2012 dated October 4, 2012 issued by SEBI and the UPI Circulars
Registrar Agreement The agreement dated April 3, 2025, entered into, amongst 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 Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the Designated
Agents” or “RTAs” RTA Locations in terms of the SEBI RTA Master Circular, as per the list available on the respective
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), and the UPI Circulars
“Registrar to the Offer” or MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited)
“Registrar”
“Retail Individual Bidder(s)” or Individual Bidders, whose Bid Amount for the Equity Shares is not more than ₹200,000 in any of the
“RIB(s)” bidding options in the Offer (including HUFs applying through their karta and Eligible NRIs), and
does not include NRIs other than Eligible NRIs
Retail Portion The portion of the Offer being not more than 10% of the Offer consisting of up to [●] Equity Shares
of face value of ₹1 each aggregating up to ₹[●] million, which shall be available for allocation to RIB
in accordance with the SEBI ICDR Regulations, which shall not be less than the minimum Bid Lot
(subject to availability in the Retail Portion), subject to valid Bids being received at or above the Offer
Price
Revision Form The forms used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any
of their ASBA Form(s) or any previous Revision Form(s), as applicable.
QIB Bidders and NIBs are not allowed to withdraw or lower their Bids (in terms of quantity of Equity
Shares or the Bid Amount) at any stage. RIBs can revise their Bids during the Bid/ Offer Period and
withdraw their Bids until the Bid/ Offer Closing Date
SCORES SEBI complaints redress system
“Self-Certified Syndicate Bank(s)” The banks registered with SEBI, which offer the facility of ASBA services:
or “SCSB(s)” (i) in relation to ASBA, where the Bid Amount will be blocked by authorising an SCSB, a list
of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as
applicable and updated from time to time and at such other websites as may be prescribed
by SEBI from time to time; and
(ii) in relation to UPI 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 application, which, are live for
applying in public issues using UPI Mechanism, which 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
Share Escrow Agent Share escrow agent to be appointed pursuant to the Share Escrow Agreement being, [●]
8Term Description
Share Escrow Agreement The agreement to be entered into amongst our Company, the Selling Shareholders, and the Share
Escrow Agent in connection with the transfer of the respective portion of the Offered Shares by each
Selling Shareholder and credit of such Equity Shares to the demat account of the Allottees in
accordance with the Basis of Allotment
Specified Locations Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders, a list of which is
available on the website of SEBI (www.sebi.gov.in) and updated from time to time
Sponsor Bank(s) Banker(s) to the Offer registered with SEBI, appointed by our Company to act as conduits between
the Stock Exchanges and NPCI in order to push the mandate collect requests and/ or payment
instructions of the UPI Bidders using the UPI Mechanism and carry out other responsibilities, in terms
of the UPI Circulars
Stock Exchanges Together, BSE and NSE
“Syndicate” or “Members of the Together, the BRLMs and the Syndicate Member(s)
Syndicate”
Syndicate Agreement The agreement to be entered into amongst our Company, the Selling Shareholders, the BRLMs, the
Registrar to the Offer and the Syndicate Member(s), in relation to collection of Bid cum Application
Forms by the Syndicate
Sub-Syndicate Members The sub-syndicate members, if any, appointed by the Book Running Lead Managers and the Syndicate
Member(s), to collect ASBA Forms and Revision Forms
Syndicate Member(s) Merchant bankers or stockbrokers registered with SEBI who are permitted to carry out activities as an
underwriter, namely, [●]
Underwriters [●]
Underwriting Agreement The agreement to be entered into amongst our Company, the Selling Shareholders, the Underwriters
and the Registrar on or after the Pricing Date but prior to filing of the Prospectus with the RoC
“Updated Draft Red Herring This updated draft red herring prospectus – I dated October 28, 2025 filed with SEBI and the Stock
Prospectus – I” Exchanges, after complying with the observations issued by SEBI and Stock Exchanges on the Pre-
filed Draft Red Herring Prospectus, to the extent applicable, and after incorporation of other updates,
in accordance with the Chapter IIA of the SEBI ICDR Regulations and in compliance with the other
applicable provisions of the SEBI ICDR Regulations, which does not contain complete particulars of
the price at which the Equity Shares will be Allotted and the size of the Offer, including any addenda
or corrigenda thereto
“Updated Draft Red Herring The updated draft red herring prospectus – II to be filed with SEBI, if required, after incorporation of
Prospectus-II” changes pursuant to comments from public, if any, on this Updated Draft Red Herring Prospectus – I,
in compliance with the SEBI ICDR Regulations, which will not contain complete particulars of the
price at which the Equity Shares will be Allotted and the size of the Offer, including any addenda or
corrigenda thereto
UPI Unified Payments Interface, which is an instant payment mechanism, developed by NPCI
UPI Bidder(s) Collectively, individual investors applying as (i) RIBs in the Retail Portion; and (ii) NIBs with an
application size of up to ₹500,000 in the Non-Institutional Portion, and Bidding under the UPI
Mechanism through ASBA Form(s) submitted with Syndicate Member(s), Registered Brokers,
Collecting Depository Participants and RTAs.
Pursuant to 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), SEBI RTA Master Circular
(to the extent it pertains to UPI), SEBI ICDR Master Circular, along with circular issued by the NSE
having reference no. 25/2022 dated August 3, 2022, and the circular issued by BSE having reference
no. 20220803-40 dated August 3, 2022, and any subsequent circulars or notifications issued by SEBI
and the Stock Exchanges in this regard
UPI ID ID created on the UPI for single-window mobile payment system developed by the NPCI
UPI Mandate Request A request (intimating the UPI Bidders by way of a notification on the UPI linked mobile application
as disclosed by SCSBs on the website of SEBI and by way of an SMS on directing the UPI Bidders to
such UPI linked mobile application) to the UPI Bidders initiated by the Sponsor Bank(s) to authorise
blocking of funds on the UPI application and subsequent debit of funds in case of Allotment
UPI Mechanism The bidding mechanism that may be used by an UPI Bidders in accordance with the UPI Circulars to
make an ASBA Bid in the Offer
UPI PIN Password to authenticate UPI transaction
“Wilful Defaulter” or “Fraudulent Wilful defaulter or fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR
Borrower” Regulations
Working Day 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
9Technical, Industry and Business-Related Terms or Abbreviations
Term Description
ANC Active Noise Cancellation
CAGR Compounded annual growth rate is calculated as:
(End Year Value/ Base Year Value) ^ (1/No. of years between Base year and End year) –1 [^ denotes
‘raised to’]
Charging Solutions Includes wall chargers, charging cables (with/without fast charging capability) and power banks.
Consumer Devices Consumer devices includes personal audio (inlcudes wireless personal audio and wired headphones and
earphones), large audio, wearables (includes smartwatch and smart ring), chargers, charging cables and
power banks, and other products such as security cameras, luggage tags, personal care devices (and does
not include mobiles, large appliances (air conditioners, washing machines, microwaves, refrigerators,
televisions, geysers, water purifiers) and laptops, cameras.)
Crest OS In-house operating system which powers the smartwatches
Currency conversion rate Conversion rate assumed at 1 USD = 85 INR, unless otherwise specified
D2C Direct to Customer
D2C website Direct to Customer website operated by our Company, with the registered domain, www.boat-
lifestyle.com
Digital-first Brands Digital-first brands are whose share of revenue from online channels exceeds 65% of total revenue and
who generate 50% or higher sales from their own brands
E-commerce Electronic commerce or internet commerce, refers to the buying and selling of goods or services using the
internet
E-commerce Marketplace Ecommerce players that trade in all categories
Gaming Accessories The gaming accessories market includes gaming headsets, controllers (keyboard, mouse, joysticks),
AR/VR headsets for gaming
Gen Z Anyone in the age group of 13-28 years
Internet users Internet users are those who use the Internet from any location. The Internet is defined as a world-wide
public computer network that provides access to a number of communication services including the World
Wide Web and carries email, news, entertainment and data files.
IoT Internet-of-things is the collective network of connected devices and the technology that facilitates
communication between devices and the cloud, as well as between the devices themselves
Large Audio Includes bluetooth speakers, home theatre systems, sound bars and party speakers
Legacy Brands Traditional brands – majorly offline
ME Middle-East
Metro Cities with a population over 5 million
Millennials Anyone in the age group 29-44 years
Monetary Assets Restated and consolidated Monetary Assets is cash on hand + balance with bank in current accounts +
balance with bank in deposit accounts + other bank balances - lien on deposit accounts on restated and
consolidated basis
Net Asset Value (NAV) (Basic) Net Asset Value (NAV) (Basic) per Equity Share is calculated as Net Worth as at the end of the period/year
per Equity Share divided by the number of Equity Shares and instruments entirely equity in nature outstanding at the end
of the period/year
Net Asset Value (NAV) Net Asset Value (NAV) (Diluted) per Equity Share is calculated as Net Worth as at the end of the
(Diluted) per Equity Share period/year divided by the number of Equity Shares, instruments entirely equity in nature, instruments
classified as financial liabilities and employee stock options outstanding at the end of the period/year
Net Tangible Assets Net Tangible Assets, as restated and consolidated, mean the sum of all net assets of the Group, its
associates and its joint ventures and excluding intangible assets, intangible assets under development and
goodwill, each on restated and consolidated basis and as defined in Indian Accounting Standard 38
Net Worth Net Worth is calculated as sum of equity share capital, instruments entirely equity in nature and other
equity excluding share based payment reserve and foreign currency translation reserve
Omni-Channel Multi-channel approach to sales with both online and offline modes
Operating Profit / (Loss) Operating Profit / (Loss) has been calculated as restated and consolidated profit / (loss) before tax
excluding other income and finance costs each on a restated and consolidated basis
PCB Means printed circuit boards
Personal Audio Personal Audio includes “wireless personal audio” covering true wireless stereo products, wireless
earphones (neckbands), wireless headphones, and “wired headphones and earphones”
PFCE Expenditure incurred by the resident households and non-profit institutions serving households on final
consumption of goods and services, whether made within or outside the economic territory.
Real GDP Value of all goods and services produced by an economy in a given year (expressed in base-year prices)
Return on Net Worth (RoNW) Return on Net Worth is calculated as Profit/(Loss) for the period/year divided by Net Worth
Rural All population, housing and territories not included within “urban”
SEA South East Asia
SKU Stock Keeping Unit
Tier 1 Cities with population between 1 to 5 million
Tier 2 / Semi – urban Cities, towns, urban establishments with population less than 1 million
Total borrowings Total borrowing is current liabilities – financial liabilities – borrowings + non-current liabilities – financial
liabilities –– borrowings at the end of the period/year
TWS Truly Wireless Stereo or True Wireless Stereo
10Term Description
Urban Includes areas having at least 5,000 inhabitants, density of 400 people per sq. km. or more and at least
75% of male working population engaged in non-farming activities
Wearables Includes smartwatches and smart rings
Definitions of Key Performance Indicators
Term Description
Adjusted EBITDA Adjusted EBITDA is calculated as EBITDA plus share based payment expense
Adjusted EBITDA Margin Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by the revenue from operations
Adjusted Margin – Audio % Adjusted Margin – Audio % is calculated as Adjusted Margin – Audio expressed as a percentage of Total
Revenue – Audio
Adjusted Margin – Audio Adjusted Margin – Audio is calculated as Segment Results – Audio plus share based payment expense
allocable to Audio segment and share of Profit/ (Loss) of Califonix Tech and Manufacturing Private Limited
(net of tax)
EBITDA EBITDA is calculated as profit / (loss) for the period / year plus total tax expense, depreciation and
amortisation expense and finance costs
EBITDA margin EBITDA Margin is calculated as EBITDA divided by the revenue from operations
Revenue from online Income arising in the course of our Group’s ordinary activities from the sale of its products to customers
channels through online sales channels
Revenue from offline Income arising in the course of our Group’s ordinary activities from the sale of its products to customers
channels through offline sales channels
Profit / (Loss) for the Profit / (loss) for the period / year as per the Restated Consolidated Financial Information, which represents
period/year total income less total expenses add share of profit / (loss) of associates and joint venture (net of tax) less total
tax expense
Revenue from offline Revenue from offline channels expressed as a percentage of revenue from operations (sale of products)
channels as a percentage of
revenue from operations
(sale of products)
Revenue from online Revenue from online channels expressed as a percentage of revenue from operations (sale of products)
channels as a percentage of
revenue from operations
(sale of products)
Revenue from operations Revenue from operations (sale of products) as per the Restated Consolidated Financial Information, which
(sale of products) represents income arising in the course of our Group’s ordinary activities from the sale of its products to
customers
Segment Results – Audio Segment Results – Audio as per the Restated Consolidated Financial Information, which represents profit for
Audio Segment for the period/ year
Segment Results – Audio Segment Results – Audio Margin is calculated as Segment Results – Audio expressed as a percentage of Total
Margin Revenue – Audio
Total Revenue – Audio Total Revenue – Audio as per the Restated Consolidated Financial Information, which represents income
arising in the course of our Group’s ordinary activities from the sale of its products of Audio Segment
Total Revenue – Audio as a Total Revenue – Audio expressed as a percentage of revenue from operations (sale of products)
percentage of Revenue
from Operations (sale of
products)
Total Revenue – Others Total Revenue – Others as per the Restated Consolidated Financial Information, which represents income
arising in the course of our Group’s ordinary activities from the sale of its products of Others Segment
Total Revenue – Others as a Total Revenue – Others expressed as a percentage of revenue from operations (sale of products)
percentage of Revenue
from Operations (sale of
products)
Total Revenue – Wearables Total Revenue – Wearables as per the Restated Consolidated Financial Information, which represents income
arising in the course of our Group’s ordinary activities from the sale of its products of Wearables Segment
Total Revenue – Wearables Total Revenue – Wearables expressed as a percentage of revenue from operations (sale of products)
as a percentage of Revenue
from Operations (Sale of
products)
Conventional and General Terms or Abbreviations
Term Description
“₹” or “Rs.” Or “Rupees” or “INR” Indian Rupees
AIF Alternative Investment Funds
“Bn” or “bn” Billion
BSE BSE Limited
CAGR Compound annual growth rate
Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF Regulations
Category I FPIs FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI Regulations
11Term Description
Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF Regulations
Category II FPIs FPIs who are registered as “Category II foreign portfolio investors” under the SEBI FPI Regulations
Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF Regulations
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Companies Act, 1956 The erstwhile Companies Act, 1956, read with the relevant rules, regulations, clarifications and
modifications made thereunder, as amended from time to time
“Companies Act” or “Companies Act, Companies Act, 2013, as applicable, along with the relevant rules, regulations, clarifications and
2013” modifications made thereunder
Consolidated FDI Policy Consolidated Foreign Direct Investment Policy notified by the DPIIT under DPIIT File Number 5(2)/2020-
FDI Policy dated October 15, 2020, effective from October 15, 2020, as amended from time to time
Depositories Together, NSDL and CDSL
Depositories Act Depositories Act, 1996, read with the relevant rules, regulations, clarifications and modifications made
thereunder, as amended from time to time
DIN Director Identification Number
DP ID Depository Participant’s Identification
“DP” or “Depository Participant” A depository participant as defined under the Depositories Act
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry (formerly
Department of Industrial Policy and Promotion), Government of India
EGM Extraordinary general meeting
EPS Earnings / (Loss) per equity share
Factories Act Factories Act, 1948, as amended from time to time
FDI Foreign direct investment
FEMA The Foreign Exchange Management Act, 1999, read with rules and regulations thereunder, as amended from
time to time
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended from time to time
“Financial Year” or “Fiscal” or Unless stated otherwise, the period of 12 months ending March 31 of that particular year
“Fiscal Year” or “FY”
FPI Foreign portfolio investors as defined under the SEBI FPI Regulations
FVCI Foreign venture capital investors as defined and registered under the SEBI FVCI Regulations
“GoI” or “Government” or “Central Government of India
Government”
GST Goods and services tax
HUF Hindu undivided family
ICAI The Institute of Chartered Accountants of India
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
Income Tax Act The Income-tax Act, 1961, as amended from time to time
Ind AS Indian Accounting Standards notified under Section 133 of the Companies Act and referred to in the
Companies (Indian Accounting Standards) Rules, 2015
India Republic of India
“Indian GAAP” or “IGAAP” Accounting Standards notified under Section 133 of the Companies Act and referred to in the Companies
(Accounting Standards) Rules, 2014
IPO Initial public offering
IRDAI Insurance Regulatory and Development Authority of India
IST Indian Standard Time
IT Information Technology
IT Act The Information Technology Act, 2000
Labour Codes Collectively:
(a) ‘The Code on Wages, 2019’ which received the assent of the President of India on August 8,
2019.
(b) ‘The Occupational Safety, Health and Working Conditions Code, 2020’ which received the assent
of the President of India on September 28, 2020.
(c) ‘The Industrial Relations Code, 2020’ which received the assent of the President of India on
September 28, 2020; and
(d) ‘The Code on Social Security, 2020’ which received the assent of the President of India on
September 28, 2020.
For details, please see “Key Regulations and Policies” on page 218
LLP Limited Liability Partnership
KYC Know Your Customer
MCA Ministry of Corporate Affairs, Government of India
“Mn” or “mn” Million
Mutual Fund(s) Mutual fund(s) registered with the SEBI under the Securities and Exchange Board of India (Mutual Funds)
Regulations, 1996, as amended from time to time
NACH National Automated Clearing House
National Investment Fund National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23, 2005 of the GoI,
published in the Gazette of India
NAV Net Asset Value
NBFC Non-Banking Financial Companies
NEFT National Electronic Fund Transfer
NPCI National Payments Corporation of India
12Term Description
NRE Non- Resident External
NRO Non-Resident Ordinary
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
“OCB” or “Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least
Body” 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 before such
date had taken benefits under the general permission granted to OCBs under FEMA. OCBs are not allowed
to invest in the Offer
p.a. Per annum
P/E Ratio Price to Earnings Ratio
PAN Permanent Account Number
QPs “qualified purchasers”, as defined under the U.S. Investment Company Act
RBI Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
RTGS Real Time Gross Settlement
Rule 144A Rule 144A under the U.S. Securities Act
SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended from
time to time
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended from time to
time
SEBI FUTP Regulations Securities and Exchange Board of India (Fraudulent and Unfair Trade Practices relating to Securities
Market) Regulations, 2003, as amended from time to time
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, as amended from
time to time
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as amended
from time to time
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018,
as amended from time to time
SEBI ICDR Master Circular SEBI master circular bearing number SEBI/HO/CFD/PoD- 1/P/CIR/2024/0154 dated November 11, 2024,
as amended from time to time
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended from time to time
SEBI Merchant Bankers Regulations Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended from time to
time
SEBI RTA Master Circular SEBI master circular bearing number SEBI/ HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June 23, 2025
SEBI SBEB & SE Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021, as amended from time to time
SEBI T+3 Circular SEBI circular bearing number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, as amended
from time to time
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011, as amended from time to time
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as repealed pursuant to
the SEBI AIF Regulations, as amended from time to time
State Government The government of a state in India
Stock Exchanges BSE and NSE
STT Securities Transaction Tax
“Systemically Important NBFC” or Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of the SEBI
“NBFC-SI” ICDR Regulations
TAN Tax deduction account number
“US GAAP” or “U.S. GAAP” Generally Accepted Accounting Principles in the United States of America
U.S. QIBs “qualified institutional buyers”, as defined in Rule 144A
U.S. Securities Act U.S. Securities Act of 1933, as amended
“U.S.” or “USA” or “United States” United States of America including its territories and possessions, any State of the United States, and the
District of Columbia
“USD” or “US$” United States Dollars
VCFs Venture capital funds as defined in and registered with the SEBI under the SEBI VCF Regulations or the
SEBI AIF Regulations, as the case may be
13OFFER DOCUMENT SUMMARY
The following is a general summary of certain disclosures and the terms of the Offer and is not exhaustive, nor does it purport
to contain a summary of all the disclosures in this Updated Draft Red Herring Prospectus – I 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 Updated Draft Red Herring Prospectus – I, including “Risk Factors”, “The Offer”,
“Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our Business”, “Our Promoters and Promoter Group”,
“Restated Consolidated Financial Information”, “Outstanding Litigation and Material Developments”, “Offer Procedure”
and “Description of Equity Shares and Terms of the Articles of Association” on pages 28, 71, 90, 126, 153, 179, 263 , 269 ,
391, 433, and 453, respectively.
Summary of our primary business
Our Company primarily operates under the brand “boAt”, which we launched in 2015, in the consumer electronics industry.
We offer a large portfolio of mass premium lifestyle-oriented and technology-focused products at accessible price points to
cater to India’s growing cohort of young, digitally native and technology and trend-conscious customers. While we initially
began our journey in the audio category (comprising personal audio and large audio), we have expanded our product mix over
the years to enter into adjacent categories including wearables (comprising smartwatches and smart rings) and charging
solutions (comprising cables, chargers and power banks). We offer and sell our products through online marketplaces, our D2C
website, and offline retailers and distributors.
For further information, see “Our Business” on page 179.
Summary of the industry in which we operate
Our Company operates in the consumer devices market which comprises of a wide range of products including audio devices,
wearables, charging solutions, and other emerging categories which includes mobile and gaming accessories and personal care
appliances (and does not include mobiles, large appliances (air conditioners, washing machines, microwaves, refrigerators,
televisions, geysers, water purifiers) and laptops, cameras). The consumer devices market is estimated at ₹1,115 billion
(~US$13 billion) as of Financial Year 2025 and projected to grow at a CAGR of 10-13%, reaching ₹1,782-2,038 billion (US$21-
24 billion) by Financial Year 2030 (Source: Redseer Report).
For further information, see “Industry Overview” on page 153.
Our Promoters
Sameer Ashok Mehta, Aman Gupta and South Lake Investment Ltd are the Promoters of our Company. For further details, see
“Our Promoters and Promoter Group” on page 263.
Offer Size
The following table summarizes the details of the Offer.
Offer of Equity Shares Up to [●] Equity Shares of face value of ₹1 each for cash at price of ₹[●] per Equity Share (including a
(1)(2)(3)(4)(5) premium of [●] per Equity Share) aggregating up to ₹ 15,000.00 million.
Of which:
a) Fresh Issue(1)(2)(4)(5) Up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹ 5,000.00 million.
b) Offer for Sale(1)(3)(4) Up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹ 10,000.00 million.
1. The Offer has been authorised by our Board pursuant to the resolution passed at their meeting dated January 23, 2025.
2. The Fresh Issue has been authorised by a special resolution of our Shareholders dated February 15, 2025.
3. 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 March 31, 2025. Each of the Selling Shareholders have, severally and not jointly, authorised its participation in the Offer for Sale to
the extent of its respective portion of the Offered Shares pursuant to their respective consent letters. Further, each of the Selling Shareholders, severally
and not jointly, confirms that its respective portion of the Offered Shares is eligible to be offered for sale in the Offer in accordance with Regulation 8 of
the SEBI ICDR Regulations. Each of the Selling Shareholders, severally and not jointly, confirms that its respective portion of the Offered Shares is
eligible to be offered for sale in the Offer in accordance with Regulation 8A of the SEBI ICDR Regulations, to the extent applicable to such Selling
Shareholder, as on the date of this Updated Draft Red Herring Prospectus – I. For further details, see “The Offer” and “Other Regulatory and Statutory
Disclosures” on pages 71 and 404 respectively.
4. As on the date of this Updated Draft Red Herring Prospectus – I, 7,185,060 Preference Shares comprising of Series A CCPS, Series A1 CCPS, Series B
CCPS, Series B1 CCPS and Series C CCPS, are outstanding. Prior to filing of the Red Herring Prospectus with the RoC in accordance with Regulation
5(2) read with Regulation 59(E)(1) of the SEBI ICDR Regulations, the following outstanding Preference Shares, as on the date of this Updated Draft Red
Herring Prospectus – I, shall be converted into a maximum of 53,952,251 Equity Shares of face value of ₹1 each in the manner as mentioned below. The
issued, subscribed, and paid-up share capital of our Company will accordingly be updated at the time of filing of the Red Herring Prospectus with RoC.
Outstanding Preference Shares as on date of this Updated Draft Red Maximum number of resultant Equity Shares
Herring Prospectus – I
162,400 Series A CCPS of face value of ₹10 each Up to 1,624,000 Equity Shares of face value of ₹1 each (i.e., conversion of
such preferences shares into Equity Shares in the ratio of 1:10)
347,600 Series A1 CCPS of face value of ₹10 each Up to 3,476,000 Equity Shares of face value of ₹1 each (i.e., conversion of
such preferences shares into Equity Shares in the ratio of 1:10)
15,507 Series B CCPS of face value of ₹6,000 each Up to 31,014,000 Equity Shares of face value of ₹1 each (i.e., conversion of
14such preferences shares into Equity Shares in the ratio of 1:2,000)
1,762 Series B1 CCPS of face value of ₹6,000 each Up to 3,524,000 Equity Shares of face value of ₹1 each (i.e., conversion of
such preferences shares into Equity Shares in the ratio of 1:2,000)
6,657,791 Series C CCPS of face value of ₹3 each Up to 14,314,251 Equity Shares of face value of ₹1 each (i.e., conversion of
such preferences shares into Equity Shares in the maximum ratio of 1:2.15)
Total of maximum number of resultant Equity Shares Up to 53,952,251 Equity Shares of face value of ₹1 each
5. Our Company and our Promoters, in consultation with the BRLMs, may consider a Pre-IPO Placement aggregating up to ₹ 1,000.00 million, prior to
filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation
with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue,
subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior
to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the
Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing
of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if
undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus.
The Offer shall constitute [●]% of the post Offer paid up Equity Share capital of our Company. For further details, see “The
Offer” and “Offer Structure” on pages 71 and 430, respectively.
Objects of the Offer
Our Company proposes to utilise the Net Proceeds towards funding the following objects:
(in ₹ million)
S. No. Particulars Estimated amount
(i) Fu nding the working capital requirements of our Company 2,250.00
(ii) Fu nding the brand and marketing expenses towards enhancing the awareness and visibility of our 1,500.00
products and brand
(iii) G eneral corporate purposes [●]#
Total Net Proceeds** []*
* To be determined upon finalisation of the Offer Price and updated in the Prospectus prior to filing with the RoC.
** Includes the proceeds, if any, received pursuant to the Pre-IPO Placement of up to ₹ 1,000.00 million, which may be undertaken at the
discretion of our Company and our Promoters, in consultation with the BRLMs, prior to filing of the Red Herring Prospectus. The Pre-
IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO
Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to
compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue.
Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to
allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may
be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such
intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red
Herring Prospectus and Prospectus.
# The amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
For further details, see “Objects of the Offer” on page 126.
Aggregate pre-Offer and post-Offer shareholding of our Promoters, members of the Promoter Group and the Selling
Shareholders as a percentage of our equity share capital
Except as disclosed below, none of our Promoters, members of the Promoter Group and Selling Shareholders hold any Equity
Shares or Preference Shares in our Company as on the date of this Updated Draft Red Herring Prospectus – I:
S. Name of the Selling Shareholders Pre-Offer Post-Offer*
No. No. of No. of No. of Equity Percentage No. of Percentage of
Equity Preference Shares of face of pre-Offer Equity post-Offer
Shares of Shares value of ₹1 on equity share Shares of paid-up
face value of a fully diluted capital on a face value of equity share
₹1 each basis# fully diluted ₹1 each capital
basis (%)#
Promoters (also the Promoter Selling Shareholders)
1. Sameer Ashok Mehta 38,350,000 Nil 38,350,000 24.75 [●] [●]
2. Aman Gupta 38,370,000 Nil 38,370,000 24.76 [●] [●]
3. South Lake Investment Ltd 18,510,000 5,341,739 60,975,399 39.35 [●] [●]
Sub-Total (A) 95,230,000 5,341,739 137,695,399 88.86 [●] [●]
Investor Selling Shareholders
4. Fireside Ventures Investment Fund-I Nil 510,000 5,100,000 3.28 [●] [●]
(Scheme of Fireside Ventures
Investment Trust)
5. Qualcomm Ventures LLC Nil 1,762 3,524,000 2.28 [●] [●]
Sub-Total (B) Nil 511,762 8,624,000 5.56 [●] [●]
Total (A+B) 95,230,000 5,853,501 146,319,399 94.42 [●] [●]
* Subject to completion of the Offer and finalization of Basis of Allotment.
# The pre-Offer equity share capital of our Company on a fully diluted basis has been computed (a) assuming conversion of all outstanding 7,185,060
15Preference Shares of our Company into maximum of 53,952,251 Equity Shares of face value of ₹1 each, and (b) pursuant to exercise of all outstanding
options that are vested as on the date of this Updated Draft Red Herring Prospectus – I, under the ESOP Schemes. As on the date of this Updated Draft
Red Herring Prospectus – I, 7,185,060 Preference Shares comprising Series A CCPS, Series A1 CCPS, Series B CCPS, Series B1 CCPS, Series C CCPS,
are outstanding. Series A CCPS and Series A1 CCPS will be converted into a maximum of 5,100,000 Equity Shares in the ratio of 1:10. Series B CCPS
and Series B1 CCPS will be converted into a maximum of 34,538,000 Equity Shares in the ratio of 1:2,000 and Series C CCPS will be converted into a
maximum of 14,314,251 Equity Shares in the maximum ratio of 1:2.15, each prior to the filing of the Red Herring Prospectus with the RoC in accordance
with Regulation 5(2) read with Regulation 59(E)(1) of the SEBI ICDR Regulations.
For details of the Preference Shares and the ESOP Schemes, see “Capital Structure” on page 90.
For further details of the Offer, see “Capital Structure” on page 90.
Pre-Offer shareholding as at the date of the Price Band advertisement and post-Offer shareholding as at Allotment for
Promoters, members of the Promoter Group and additional top 10 shareholders
Except as disclosed below, none of our Promoters, members of the Promoter Group and additional top 10 shareholders hold
any Equity Shares in our Company as at the date of the Price Band advertisement and as at the date of Allotment:
S. No. Pre-Offer shareholding as at the date of Price Post-Offer shareholding as at the date of Allotment^
Band advertisement
Name of the Number Shareholding At the lower end of the price At the upper end of the price
shareholder of Equity (in %)* band (₹[●]) band (₹[●])
Shares* Number of Shareholding Number of Shareholding
Equity Shares* (in %)* Equity Shares* (in %)*
Promoters
1. Sameer Ashok Mehta [●] [●] [●] [●] [●] [●]
2. Aman Gupta [●] [●] [●] [●] [●] [●]
3. South Lake Investment [●] [●] [●] [●] [●] [●]
Ltd
Promoter Group%
Additional top 10 Shareholders
1. [●] [●] [●] [●] [●] [●] [●]
2. [●] [●] [●] [●] [●] [●] [●]
3. [●] [●] [●] [●] [●] [●] [●]
4. [●] [●] [●] [●] [●] [●] [●]
5. [●] [●] [●] [●] [●] [●] [●]
6. [●] [●] [●] [●] [●] [●] [●]
7. [●] [●] [●] [●] [●] [●] [●]
8. [●] [●] [●] [●] [●] [●] [●]
9. [●] [●] [●] [●] [●] [●] [●]
10. [●] [●] [●] [●] [●] [●] [●]
* Includes all options that have been exercised until date of Prospectus and any transfers of equity shares by existing shareholders after the date of the pre-
Offer and Price Band advertisement until date of Prospectus. Assuming all vested ESOPs as on date of the Price Band advertisement are exercised. The post-
Offer shareholding shall be updated in the Prospectus based on ESOPs exercised until such date.
^ Assuming full subscription in the Offer. The post-Offer shareholding details as at Allotment will be based on the actual subscription and the Offer Price and
updated in the Prospectus, subject to finalization of the Basis of Allotment. Further, assuming that there is no transfer of shares by the Shareholders between
the date of the Price Band advertisement and Allotment, and if any such transfers occur prior to the date of Prospectus, it will be updated in the shareholding
pattern in the Prospectus.
% As on the date of this Updated Draft Red Herring Prospectus – I, the members of the Promoter Group do not hold any Equity Shares or Preference Shares
in our Company.
Summary of our Restated Consolidated Financial Information
The following details are derived from the Restated Consolidated Financial Information as at June 30, 2025, June 30, 2024,
March 31, 2025, March 31, 2024 and March 31, 2023:
(in ₹ million, unless otherwise stated)
Particulars As at and for As at and for As at and for As at and for As at and for
the three- the three- the Financial the Financial the Financial
months period months period Year ended Year ended Year ended
ended June 30, ended June 30, March 31, March 31, March 31,
2025 2024 2025 2024 2023
Equity share capital 96.15 96.15 96.15 96.15 96.10
Total Income 6,384.39 5,723.72 30,978.14 31,353.46 34,031.84
Revenue from operations 6,281.02 5,672.21 30,732.77 31,176.74 33,767.90
Profit/(Loss) for the period/year 213.53 (310.76) 610.80 (796.84) (1,294.54)
Basic earnings/(loss) per equity share (in ₹) 1.42 (2.07) 4.07 (5.31) (9.22)
Diluted earnings/(loss) per equity share (in ₹) 1.42 (2.07) 4.05 (5.31) (9.22)
Total borrowings(1) 5,720.50 7,817.57 5,648.81 8,601.87 12,361.09
Net Worth(2) 4,527.80 3,450.86 4,320.08 3,761.55 4,545.84
Return on Net Worth(3) (%) 4.72% (9.01%) 14.14% (21.18%) (28.48%)
Net Asset Value (NAV) (Basic) per Equity 30.17 22.99 28.78 25.06 30.30
16Particulars As at and for As at and for As at and for As at and for As at and for
the three- the three- the Financial the Financial the Financial
months period months period Year ended Year ended Year ended
ended June 30, ended June 30, March 31, March 31, March 31,
2025 2024 2025 2024 2023
Share (in ₹) (4)
Net Asset Value (NAV) (Diluted) per Equity 30.05 22.91 28.67 24.97 30.18
Share (in ₹) (5)
(1) Total borrowing is current liabilities – financial liabilities – borrowings + non-current liabilities – financial liabilities –– borrowings at the end of the
period/year.
(2) Net Worth is calculated as sum of equity share capital, instruments entirely equity in nature and other equity excluding share based payment reserve
and foreign currency translation reserve.
(3) Return on Net Worth is calculated as Profit/(Loss) for the period/year divided by Net Worth.
(4) Net Asset Value (NAV) (Basic) per Equity Share is calculated as Net Worth as at the end of the period/year divided by the number of Equity Shares and
instruments entirely equity in nature outstanding at the end of the period/year.
(5) Net Asset Value (NAV) (Diluted) per Equity Share is calculated as Net Worth as at the end of the period/year divided by the number of Equity Shares,
instruments entirely equity in nature, instruments classified as financial liabilities and employee stock options outstanding at the end of the period/year.
For reconciliation, please see, “Other Financial Information – Non-GAAP Financial Measures” on page 353.
For further details, see “Restated Consolidated Financial Information” on page 269.
Qualifications of the Statutory Auditors which have not been given effect to in the Restated Consolidated Financial
Information
There are no qualifications included by the Statutory Auditors in their audit reports which have not been given effect to in the
Restated Consolidated Financial Information.
Summary of Outstanding Litigation
A summary of outstanding litigation proceedings involving our Company, our Promoters, our Directors and our Subsidiaries
as on the date of this Updated Draft Red Herring Prospectus – I as disclosed in the section titled “Outstanding Litigation and
Material Developments” on page 391 in terms of the SEBI ICDR Regulations is provided below:
Name of entity Criminal Claims in Statutory or Disciplinary Material civil Aggregate
proceedings relation to regulatory actions by the litigations* amount involved
tax proceedings SEBI or Stock (in ₹ million)^
proceedings Exchanges
against our
Promoters
Company
By our Company 2 Nil N.A. N.A. 2 64.65
Against our Company Nil 10 1 N.A. 2** 2,458.43
Promoters
By our Promoters Nil Nil N.A. N.A. Nil Nil
Against our Promoters Nil Nil Nil N.A. Nil Nil
Directors (excluding our Individual Promoters)
By our Directors Nil Nil N.A. N.A. Nil Nil
Against our Directors 1 2 2 N.A. 1 57.51
Subsidiaries
By our Subsidiaries Nil Nil N.A. N.A. Nil Nil
Against our Nil Nil N.A. 1** Nil
Nil
Subsidiaries
* Determined in terms of the Materiality Policy.
** This includes matters where the Dive Marketing Private Limited, one of our Subsidiaries, have been impleaded along
with our Company.
^ To the extent quantifiable.
As on date of this Updated Draft Red Herring Prospectus – I, there are no outstanding criminal proceedings and/or statutory or
regulatory proceedings involving the Key Managerial Personnel and Senior Management.
As on date of this Updated Draft Red Herring Prospectus – I, there are no outstanding litigations involving our Group Company,
which may have a material impact on our Company.
17For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material Developments” on page
391.
Risk Factors
For details of the risks applicable to us, see “Risk Factors” on page 28. Investors are advised to read the risk factors carefully
before making an investment decision in the Offer.
Summary of contingent liabilities:
The details of our contingent liabilities as derived from the Restated Consolidated Financial Information are set forth in the
table below:
(in ₹ million)
Particulars As at June 30, 2025 As at June 30, 2024
1. Contingencies
Indirect tax matters 2,408.43 731.19
2. Claims against the holding company not acknowledged as debts
Dividend on 0.01% cumulative compulsorily 0.05 0.04
convertible preference shares of ₹ 6,000 each
For details with respect of arrears of For details with respect of arrears of
dividend on 0.01% cumulative dividend on 0.01% cumulative
compulsorily convertible preference compulsorily convertible preference shares
shares of ₹ 6,000 each, please refer to Note of ₹ 6,000 each, please refer to Note No.
No. 33(i)(d)(i) of the Restated 33(i)(d)(i) of the Restated Consolidated
Consolidated Financial Information. Financial Information.
Dividend on 0.01% cumulative compulsorily For details with respect of arrears of For details with respect of arrears of
convertible preference shares of ₹ 3 each dividend on 0.01% cumulative dividend on 0.01% cumulative
compulsorily convertible preference compulsorily convertible preference shares
shares of ₹ 3 each, please refer to Note No. of ₹ 3 each, please refer to Note No.
33(i)(d)(ii) of the Restated Consolidated 33(i)(d)(ii) of the Restated Consolidated
Financial Information Financial Information
For further details, see “Restated Consolidated Financial Information – Note No. 33” on page 316.
Summary of related party transactions
The following is the summary of transactions with related parties for the three-months periods ended June 30, 2025, and June
30, 2024, and for the financial years ended March 31, 2025, 2024 and 2023, (post inter-company eliminations) as per Ind AS
24:
(In ₹ million)
Particulars Three-months Three-months Financial year Financial year Financial year
period ended period ended ended March ended March ended March
June 30, 2025 June 30, 2024 31, 2025 31, 2024 31, 2023
Purchase of goods
Joint Venture
Califonix Tech and Manufacturing Private 1,604.15 1,438.16 7,318.55 4,006.40 -
Limited
High Sea Sales
Joint Venture
Califonix Tech and Manufacturing Private 193.40 18.24 202.06 - -
Limited
Entities with which company has joint venture
arrangement
Dixon Technologies India Limited 23.87 - - - -
Dividend Income
Joint Venture
Califonix Tech and Manufacturing Private - - 30.00 - -
Limited
Reimbursement of expenses paid
Key managerial personnel
Aman Gupta 0.28 0.02 0.31 0.39 1.11
Sameer Mehta - - 0.67 0.01 0.14
Ankur Sharma - - - 0.08 -
Vivek Gambhir - - - 0.23 1.16
18Particulars Three-months Three-months Financial year Financial year Financial year
period ended period ended ended March ended March ended March
June 30, 2025 June 30, 2024 31, 2025 31, 2024 31, 2023
Anand Ramamoorthy - - - 0.03 -
Mukesh Ranga - - - 0.00* -
Shreekant Sawant 0.01 - 0.48 - -
Rakesh Thakur - 0.06 0.22 0.20 -
Contribution paid towards equity share
capital
Joint Venture
Califonix Tech and Manufacturing Private - - - 165.00 50.50
Limited
Issue of Preference Shares including share
premium
Other related party
South Lake Investment Ltd - - - - 4,000.00
Advance against supply of goods given
during the year
Joint Venture
Califonix Tech and Manufacturing Private 1,427.64 1,374.60 6,079.92 3,760.09 -
Limited
Sale of Property Plant and Equipment
Joint Venture
Califonix Tech and Manufacturing Private - - - 78.91 -
Limited
Directors Sitting Fees
Key managerial personnel
Aashish Kamat 0.30 0.23 1.03 0.48 0.80
Purvi Sheth 0.28 0.13 0.93 0.53 0.80
Deven Waghani 0.08 0.08 0.28 0.15 0.63
Anand Ramamoorthy 0.43 0.23 1.33 0.40 1.00
Vivek Gambhir 0.23 0.08 0.60 0.35 -
Commission to Directors
Key managerial personnel
Aashish Kamat 0.38 0.38 1.50 1.50 1.50
Anand Ramamoorthy 0.38 0.38 1.50 1.50 1.50
Deven Waghani 0.38 0.38 1.50 1.50 1.50
Purvi Sheth 0.38 0.38 1.50 1.50 1.50
Vivek Gambhir 0.38 0.38 1.50 1.50 -
Remuneration to Key management
personnel
Short term employee benefits:
Aman Gupta 6.25 6.25 25.00 25.00 25.00
Sameer Mehta 6.25 6.25 25.00 25.00 25.00
Vivek Gambhir - - - 19.16 29.57
Ankur Sharma - - - 14.85 13.22
Sushant Dalmia - - - - -
Dhara Joshi - - - - 0.24
Mukesh Ranga - - - 0.92 1.46
Rakesh Thakur 7.02 3.04 14.41 8.58 -
Shreekant Sawant 1.45 0.60 2.53 - -
Share based payments
Rakesh Thakur 2.92 0.42 3.70 0.96 -
Ankur Sharma - - - - 3.27
Shreekant Sawant 0.07 - 0.00** - -
Post employment benefits
Vivek Gambhir - - - - 0.32
Ankur Sharma - - - - 0.16
19Particulars Three-months Three-months Financial year Financial year Financial year
period ended period ended ended March ended March ended March
June 30, 2025 June 30, 2024 31, 2025 31, 2024 31, 2023
Mukesh Ranga - - - - 0.06
Rakesh Thakur 0.12 0.07 0.32 0.23 -
Shreekant Sawant (0.02) 0.04 0.07 - -
* The amount denotes ₹ 1,400.
** The amount denotes ₹ 724.
For details of the related party transactions, see “Restated Consolidated Financial Information – Note No. 37” and “Risk Factors
- We have in the past entered into, and will continue to enter into related party transactions which may potentially involve
conflicts of interest with the equity shareholders. We cannot assure you that such transactions, individuals or in the aggregate,
will not have an adverse effect on our business, financial condition and results of operations” on pages 326 and 37 respectively.
Average cost of acquisition of Equity Shares of the Promoters (also the Promoter Selling Shareholders), members of the
Promoter Group and the Investor Selling Shareholders
The average cost of acquisition per Equity Share acquired by the Promoters (also the Promoter Selling Shareholders) and the
Investor Selling Shareholders, as of the date of this Updated Draft Red Herring Prospectus – I is as follows. As on the date of
this Updated Draft Red Herring Prospectus – I, the members of the Promoter Group do not hold any Equity Shares or Preference
Shares in our Company.
S. Name Number of Equity Number of Equity Average cost of Average cost of
No. Shares of face value Shares of face acquisition per acquisition per
of ₹1 each held value of ₹1 each Equity Share Equity Share
prior to conversion held post (in ₹) (prior to (post
of the Preference conversion of the conversion of conversion of
Shares Preference Shares$ outstanding outstanding
Preference Preference
Shares)# Shares)#^%
Promoters (also the Promoter Selling Shareholders)
1. Sameer Ashok Mehta 38,350,000 38,350,000 0.01 0.01
2. Aman Gupta 38,370,000 38,370,000 0.01 0.01
3. South Lake Investment Ltd 18,510,000 60,975,399 141.87 180.83
Investor Selling Shareholders
4. Fireside Ventures Investment Fund-I (Scheme of Nil 5,100,000 N.A. 32.25
Fireside Ventures Investment Trust)
5. Qualcomm Ventures LLC Nil 3,524,000 N.A. 141.87
$ As on the date of this Updated Draft Red Herring Prospectus – I, 7,185,060 Preference Shares comprising of Series A CCPS, Series A1 CCPS, Series B
CCPS, Series B1 CCPS and Series C CCPS, are outstanding. Prior to filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2)
read with Regulation 59(E)(1) of the SEBI ICDR Regulations, the following outstanding Preference Shares, as on the date of this Updated Draft Red Herring
Prospectus – I, shall be converted into a maximum of 53,952,251 Equity Shares of face value of ₹1 each in the manner as mentioned below. The issued,
subscribed, and paid-up share capital of our Company will accordingly be updated at the time of filing of the Red Herring Prospectus with RoC. The number
of Equity Shares as of date of this Updated Draft Red Herring Prospectus – I post conversion of the Preference Shares has been computed as per conversion
ratios highlighted in the table below.
Outstanding Preference Shares as on date of this Updated filed Draft Red Maximum number of resultant Equity Shares
Herring Prospectus – I
162,400 Series A CCPS of face value of ₹10 each Up to 1,624,000 Equity Shares of face value of ₹1 each (i.e., conversion of
such preferences shares into Equity Shares in the ratio of 1:10)
347,600 Series A1 CCPS of face value of ₹10 each Up to 3,476,000 Equity Shares of face value of ₹1 each (i.e., conversion of
such preferences shares into Equity Shares in the ratio of 1:10)
15,507 Series B CCPS of face value of ₹6,000 each Up to 31,014,000 Equity Shares of face value of ₹1 each (i.e., conversion of
such preferences shares into Equity Shares in the ratio of 1:2,000)
1,762 Series B1 CCPS of face value of ₹6,000 each Up to 3,524,000 Equity Shares of face value of ₹1 each (i.e., conversion of
such preferences shares into Equity Shares in the ratio of 1:2,000)
6,657,791 Series C CCPS of face value of ₹3 each Up to 14,314,251 Equity Shares of face value of ₹1 each (i.e., conversion of
such preferences shares into Equity Shares in the maximum ratio of 1:2.15)
Total of maximum number of resultant Equity Shares Up to 53,952,251 Equity Shares of face value of ₹1 each
For further details, see ‘Capital Structure’ on page 90.
^ The above workings are assuming conversion of all outstanding Preference Shares.
% The average cost per equity share (post conversion of outstanding Preference Shares) for Series C CCPS has been computed basis the maximum ratio of
1:2.15 at which Series C CCPS convert to Equity Shares.
# As certified by S.K. Patodia & Associates LLP, Chartered Accountants pursuant to their certificate dated October 28, 2025.
Weighted average price at which specified securities were acquired by our Promoters (also the Promoter Selling
Shareholders) and the Investor Selling Shareholders in the one year preceding the date of this Updated Draft Red
Herring Prospectus – I
There have been no Equity Shares or Preference Shares acquired by our Promoters (also the Promoter Selling Shareholders) or
the Investor Selling Shareholders in the one year preceding the date of this Updated Draft Red Herring Prospectus – I.
20Details of price at which specified securities were acquired by the Promoters (also the Promoter Selling Shareholders),
members of our Promoter Group, Investor Selling Shareholders and shareholders with the right to nominate directors
or other rights in the last three years preceding the date of this Updated Draft Red Herring Prospectus – I
There have been no Equity Shares that were acquired in the last three years preceding the date of this Updated Draft Red Herring
Prospectus – I, by our Promoters (also the Promoter Selling Shareholders), the Investor Selling Shareholders, members of our
Promoter Group or shareholders with right to nominate directors or other rights in our Company.
As on the date of this Updated Draft Red Herring Prospectus – I, the members of the Promoter Group do not hold any Equity
Shares or Preference Shares in our Company.
Except as stated below, there have been no Preference Shares that were acquired in the last three years preceding the date of
this Updated Draft Red Herring Prospectus – I, by our Promoters (also the Promoter Selling Shareholders) and the Investor
Selling Shareholders and shareholders with right to nominate directors or other rights in our Company.
Preference Shares
S. No. Name of the Name of Nature of Nature of Date of No. of Face value Acquisition Total cost /
allottee / the issuer transaction consideration acquisition Preference per price per price (in ₹)
transferee / / transfer Shares Preference Preference
transferor acquired / Share (in Share
transferred ₹) (in ₹)
Promoters (also Promoter Selling Shareholders)
1. S outh Lake Our Private Cash December 5,326,232 3 751.00 4,000,000,232
Investment Ltd* Company placement 2, 2022
Shareholders with other rights
2. M alabar India Our Private Cash December 332,890 3 751.00 250,000,390
Fund Limited Company placement 2, 2022
3. M alabar Select Our Private Cash December 865,513 3 751.00 650,000,263
Fund Company placement 2, 2022
4. M alabar Our Private Cash December 133,156 3 751.00 100,000,156
Midcap Fund Company placement 2, 2022
As certified by S.K. Patodia & Associates LLP, Chartered Accountants pursuant to their certificate dated October 28, 2025.
* Also, a shareholder having the right to nominate director on our Board.
Weighted average cost of acquisition of all specified securities transacted in the last three years, 18 months and one year
by the Promoters, members of our Promoter Group, Selling Shareholders and shareholders with the right to nominate
directors or other rights preceding the date of this Updated Draft Red Herring Prospectus – I
There are no Equity Shares transacted in the last three years, 18 months and one year by the Promoters, members of our Promoter
Group, Selling Shareholders and shareholders with the right to nominate directors or other rights preceding the date of this
Updated Draft Red Herring Prospectus – I.
The weighted average cost of acquisition of all Preference Shares on a fully diluted basis transacted in the last three years, 18
months and one year by the Promoters, members of our Promoter Group, Selling Shareholders or shareholders with the right to
nominate directors or other rights preceding the date of this Updated Draft Red Herring Prospectus – I:
Period Weighted average cost of Cap Price/upper end of Range of acquisition
acquisition of Preference Price Band is ‘X’ times price: Lowest Price -
Shares on a fully diluted the Weighted Average Highest Price (in ₹)^%
basis^% Cost of Acquisition^*
Last one year preceding the date of this Updated N.A. [●] N.A.
Draft Red Herring Prospectus – I
Last 18 months preceding the date of this Updated N.A. [●] N.A.
Draft Red Herring Prospectus – I
Last three years preceding the date of this Updated 349.30 [●] 349.30-349.30
Draft Red Herring Prospectus – I
* To be updated on finalisation of the Price Band
^ As certified by S.K. Patodia & Associates LLP, Chartered Accountants pursuant to the certificate dated October 28, 2025.
% As on the date of this Updated Draft Red Herring Prospectus – I, 5,326,232 Series C CCPS as held by our Corporate Promoter are outstanding which
will be converted into a maximum of 11,451,399 Equity Shares in the maximum ratio of 1:2.15, each prior to the filing of the Red Herring Prospectus with
the RoC in accordance with Regulation 5(2) read with Regulation 59(E)(1) of the SEBI ICDR Regulations. The weighted average cost of acquisition of
Preference Shares on a fully diluted basis for Series C CCPS has been computed basis the maximum ratio of 1:2.15 at which Series C CCPS convert to
Equity Shares.
Issue of Equity Shares made in the last one year for consideration other than cash
Our Company has not issued any Equity Shares for consideration other than cash in the one year preceding the date of this
Updated Draft Red Herring Prospectus – I.
21Split or consolidation of Equity Shares in the last one year
Our Company has not undertaken sub-division or consolidation of its equity shares in the one year preceding the date of this
Updated Draft Red Herring Prospectus – I.
Financing Arrangements
There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our Directors and their
relatives and the directors of our Corporate Promoter have financed the purchase by any other person of securities of our
Company other than in the normal course of business, during the period of six months immediately preceding the date of this
Updated Draft Red Herring Prospectus – I.
Details of pre-IPO placement
Our Company and our Promoters, in consultation with the BRLMs, may consider a Pre-IPO Placement aggregating up to ₹
1,000.00 million, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at
a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount
raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the
SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of
the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to
the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful
and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such
intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of
the Red Herring Prospectus and Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company had filed an exemption application dated January 3, 2025, with SEBI under Regulation 300(1)(a) of the SEBI
ICDR Regulations, seeking an exemption from (i) disclosing Sirena Labs Private Limited as a ‘group company’ of our
Company; and (ii) disclosing information and confirmations with respect to Sirena Labs Private Limited, in its capacity as a
‘group company’, as required under the SEBI ICDR Regulations and other applicable law. Pursuant to the letter dated February
25, 2025, SEBI acceded to our request for seeking exemption from categorisation of Sirena Labs Private Limited as a ‘group
company’ of our Company. For further information, see “Material Contracts and Documents for Inspection – Material
Documents” on page 470.
22CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
All references in this Updated Draft Red Herring Prospectus – I to “India” are to the Republic of India and its territories and
possessions and all references to the “Government”, “Indian Government”, “GOI”, “Central Government” or the “State
Government” are to the Government of India, central or state, as applicable.
All references to the “US”, “U.S.”, “USA” or “United States” are to the United States of America and its territories and
possessions.
Unless stated otherwise, all references to page numbers in this Updated Draft Red Herring Prospectus – I are to the
corresponding page numbers of this Updated Draft Red Herring Prospectus – I. Unless otherwise specified, any time mentioned
in this Updated Draft Red Herring Prospectus – I is in IST. Unless indicated otherwise, all references to a year in this Updated
Draft Red Herring Prospectus -I are to a calendar year.
Financial Data
Our Company’s Financial Year commences on April 1 and ends on March 31 of the next year. Unless stated otherwise, all
references in this Updated Draft Red Herring Prospectus – I to the terms Fiscal or Fiscal Year or Financial Year are to the 12
months ended March 31 of such year.
Unless the context requires otherwise, the financial information in this Updated Draft Red Herring Prospectus – I is derived
from the Restated Consolidated Financial Information, comprising of the restated consolidated statement of assets and liabilities
as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023 the restated consolidated statements
of profit and loss (including other comprehensive income), the restated consolidated statement of changes in equity and the
restated consolidated statement of cash flows for the three months periods ended June 30, 2025 and June 30, 2024, for the years
ended March 31, 2025, March 31, 2024 and March 31, 2023, the material accounting policies and other explanatory information
and notes, prepared to comply in all material respects with Ind AS as specified under Section 133 of the Companies Act, 2013,
read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time), presentation requirements
of Division II of Schedule III to the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013, and
restated in terms of the requirements of Section 26 of Part I of Chapter III to the Companies Act, 2013, the SEBI ICDR
Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India. For further information, see “Summary of Financial Information”, “Restated Consolidated Financial
Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 73, 269
and 356 respectively.
Financial information for the three-months period ended June 30, 2025, and June 30, 2024, may not be indicative of the financial
results for the full year and are not comparable with financial information for the years ended March 31, 2025, March 31, 2024,
and March 31, 2023.
There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to explain those differences
or quantify their impact on the financial data included in this Updated Draft Red Herring Prospectus – I and it is urged that you
consult your own advisors regarding such differences and their impact on our Company’s financial data. For details in
connection with risks involving differences between Ind AS, U.S. GAAP and IFRS see “Risk Factors – Significant differences
exist between the Ind AS used to prepare our financial information and other accounting principles, such as U.S. GAAP and
the IFRS, which may affect investors' assessments of our financial condition.” on page 64. The degree to which the financial
information included in this Updated Draft Red Herring Prospectus – I will provide meaningful information is entirely
dependent on the reader’s level of familiarity with Indian accounting policies and practices, the Companies Act, 2013, Ind AS
and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting policies and practices on the
financial disclosures presented in this Updated Draft Red Herring Prospectus – I should accordingly be limited.
In this Updated Draft Red Herring Prospectus – I, all figures in decimals have been rounded off to the second decimal place
and all percentage figures have been rounded off to two decimal places. In certain instances, due to rounding off, (i) the sum or
percentage change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a
column or row in certain tables may not conform exactly to the total figure given for that column or row. However, where any
figures that may have been sourced from third-party industry sources are rounded off to other than two decimal points in their
respective sources, such figures appear in this Updated Draft Red Herring Prospectus – I as rounded-off to such number of
decimal points as provided in such respective sources.
Unless the context otherwise indicates, any percentage amounts, or ratios as set forth in “Risk Factors”, “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 28, 179 and 356
respectively, and elsewhere in this Updated Draft Red Herring Prospectus – I have been calculated on the basis of amounts
23derived from our Restated Consolidated Financial Information.
Non-GAAP Financial Measures
Certain non-GAAP financial measures relating to our financial performance, including Adjusted EBITDA, Adjusted EBITDA
Margin, EBITDA, EBITDA Margin, Net Asset Value (NAV) (Basic) per Equity Share, Net Asset Value (NAV) (Diluted) per
Equity Share, Net Worth and Return on Net Worth been included in this Updated Draft Red Herring Prospectus – I and are a
supplemental measure of our performance and liquidity that are not required by, or presented in accordance with, Ind AS, IFRS
or US GAAP. Further, these non-GAAP measures are not a measurement of our financial performance or liquidity under Ind
AS, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for
the period / year or any other measure of financial performance or as an indicator of our operating performance, liquidity,
profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, IFRS or
US GAAP. These non-GAAP financial measures and other information relating to financial performance may not be computed
on the basis of any standard methodology that is applicable across the industry and, therefore a comparison of similarly titled
non-GAAP Measures or other information relating to operations and financial performance between companies may not be
possible. Other companies may calculate the non-GAAP Measures differently from us, limiting their usefulness as a
comparative measure. Although the non-GAAP measures are not a measure of performance calculated in accordance with
applicable accounting standards, our Company’s management believes that they are useful information in relation to our
business and financial performance. For further details see “Risk Factors – This Updated Draft Red Herring Prospectus – I
contains certain non-GAAP financial measures and certain other selected statistical information related to our operations and
financial performance. These non-GAAP measures and statistical information may vary from any standard methodology that
is applicable across the industry, and therefore may not be comparable with financial or statistical information of similar
nomenclature computed and presented by other peer companies.” on page 59.
Currency and units of presentation
All references to:
• “Rupees” or “₹” or “INR” or “Rs.” are to Indian Rupees, the official currency of the Republic of India; and
• “USD” or “US$” or “$” are to United States Dollar, the official currency of the United States of America;
Our Company has presented certain numerical information in this Updated Draft Red Herring Prospectus – I in “million” units
or in whole numbers where the numbers have been too small to represent in millions. One million represents 1,000,000, one
billion represents 1,000,000,000 and one trillion represents 1,000,000,000,000. Figures sourced from third-party industry
sources may be expressed in denominations other than millions and such figures may have been expressed in this Updated Draft
Red Herring Prospectus – I in such denominations as provided in such respective sources.
Exchange Rates
This Updated Draft Red Herring Prospectus – I contains conversion of certain other currency amounts into Indian Rupees that
have been presented solely to comply with the SEBI ICDR Regulations. 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.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Rupee and
other foreign currencies:
(amount in ₹)
Currency Exchange rate as at
June 30 2025 June 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
1 USD 85.54 83.45 85.58 83.38 82.22
Source: www.fbil.org.in
Industry and Market Data
Unless stated otherwise, information pertaining to the industry in which our Company operates in, contained in this Updated
Draft Red Herring Prospectus – I is derived from the Redseer Report which has been exclusively commissioned and paid for
by our Company in terms of engagement letter dated December 19, 2024, for the purpose of understanding the industry in
connection with this Offer. This Updated Draft Red Herring Prospectus – I contains certain data and statistics from the Redseer
Report, which is available on the website of our Company at www.boat-lifestyle.com/pages/investor-relations.
The RedSeer Report has been commissioned and paid for by our Company exclusively for the purpose of confirming our
understanding of the industry in which we operate in connection with the Offer, as no report is publicly available which provides
a comprehensive industry analysis, particularly for our Company’s products and services, that may be similar to the RedSeer
Report. Our Company undertakes responsibility for all the information and key metrics in relation of our Company provided in
24the RedSeer Report. Forecasts, estimates and other forward-looking statements contained in the RedSeer Report are inherently
uncertain and could fluctuate due to changes in factors underlying their assumptions, or events or combinations of events that
cannot be reasonably foreseen. Actual results and future events could differ materially from such forecasts, estimates, or such
statements. The investors should consult their own advisors and undertake an independent assessment of information in this
Updated Draft Red Herring Prospectus – I based on, or derived from, the RedSeer Report before making any investment
decision regarding the Offer.
Industry sources and publications may base their information on estimates and assumptions that may prove to be incorrect. The
extent to which the industry and market data presented in this Updated Draft Red Herring Prospectus – I is meaningful depends
upon the reader’s familiarity with, and understanding of, the methodologies used in compiling such information. There are no
standard data gathering methodologies in the industry in which our Company conducts business and methodologies and
assumptions may vary widely among different market and industry sources. Such information involves risks, uncertainties and
numerous assumptions and is subject to change based on various factors, including those discussed in “Risk Factors – Certain
sections of this Updated Draft Red Herring Prospectus – I contain information from the Redseer Report, which has been
exclusively commissioned and paid for by us, and any reliance on such information for making an investment decision in the
Offer is subject to inherent risks.” on page 58.
Although the industry and market data used in this Updated Draft Red Herring Prospectus – I is reliable, the data used from
these sources may have been re-classified by us for the purposes of presentation. Data from these sources may also not be
comparable. The excerpts of the Redseer Report are disclosed in this Updated Draft Red Herring Prospectus – I and there are
no parts, information, data (which may be material and relevant for the proposed Offer), left out or changed in any manner.
About RedSeer
RedSeer Strategy Consultants Private Limited (“RedSeer”) has been operating as a research & advisory firm since 2009, with
a focus on the consumer internet (startup) space in India, Southeast Asia and the Middle East. Its clientele is well spread out
across sectors. Data points used by RedSeer are arrived at by employing an integrated research methodology which includes
secondary and primary research. Primary research work includes surveys and in-depth interviews of consumers, customers and
other relevant ecosystem participants, and consultations with market participants and experts. In addition to the primary
research, quantitative market information (historical and projected) is also derived based on data from trusted portals and
industry publications. Beyond serving clients in the capacity of an advisor or research partner, RedSeer frequently disseminates
its findings about various sectors through newsletters, industry reports, and press releases.
Notice to Prospective Investors in the United States
The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory authority.
Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Updated Draft Red
Herring Prospectus – I or approved or disapproved the Equity Shares. Any representation to the contrary is a criminal offence
in the United States. In making an investment decision, investors must rely on their own examination of our Company and the
terms of the Offer, including the merits and risks involved. The Equity Shares have not been and will not be registered under
the U.S. Securities Act or any other applicable law of the United States and, unless so registered, may not be offered or sold
within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold (a)
outside the United States in offshore transactions as defined in and in compliance with Regulation S and the applicable laws of
the jurisdictions where those offers and sales are made, and (b) in the United States only to persons reasonably believed to be
“qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) pursuant to Section 4(a) of the U.S.
Securities Act.
25FORWARD-LOOKING STATEMENTS
This Updated Draft Red Herring Prospectus – I contains certain forward-looking statements. All statements contained in this
Updated Draft Red Herring Prospectus – I that are not statements of historical fact constitute “forward-looking statements”. All
statements regarding our expected financial condition and results of operations, business, plans and prospects are forward-
looking statements. These forward-looking statements generally can be identified by words or phrases such as “aim”,
“anticipate”, “believe”, “expect”, “estimate”, “intend”, “likely to”, “seek to”, “shall”, “objective”, “plan”, “project”, “propose”,
“will”, “will continue”, “will pursue” or other words or phrases of similar import. Similarly, statements that describe our
strategies, objectives, plans or goals are also forward-looking statements.
All forward-looking statements regarding our Company, whether made by us or any third parties in this Updated Draft Red
Herring Prospectus – I are based on our current plans, estimates, presumptions and expectations and actual results may differ
materially from those suggested by such forward-looking statements. All forward-looking statements are subject to risks,
uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the
relevant forward-looking statement, including 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 domestic and international laws, regulations and taxes, incidence of any
natural calamities and/or violence and changes in competition in our industry. Important factors that could cause actual results
to differ materially from our expectations include, but are not limited to, the following:
(i) Inability to sustain profitability in the future;
(ii) Dependence on the relevance of the e-commerce industry in India and ability to effectively respond to changing user
behavior on digital platforms;
(iii) Reliance on our relationships with certain online marketplaces and offline distributors and their failure to meet payment
schedules and provide timely and accurate information, or conflicts among our channels of distribution, adversely
affecting our business, cash flows and results of operations;
(iv) Inability to sustain our past growth or accomplish our growth strategies, our business and failure to manage our growth
efficiently or effectively;
(v) Reliance on third-party contract manufacturers and component suppliers for production of our products and shortage
and cessation in supply from these contract manufacturers or component suppliers, adversely affect our business,
results of operations, financial conditions and cash flows;
(vi) Subject to risks associated with overseas procurement, such as geographical concentration and foreign currency risk;
(vii) Demand for our products may vary due to many factors, including seasonality and if we do not accurately forecast
demand for our products; and
(viii) Pricing pressure from customers, online marketplaces or distributors affecting our gross margins and ability to increase
our prices, which in turn may adversely affect our revenue from operations, profits and cash flows.
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” on pages 28, 179
and 356, respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from
what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been
estimated and are not a guarantee of future performance.
Forward-looking statements reflect current views of our Company as on the date of this Updated Draft Red Herring Prospectus
– I and are not a guarantee of future performance. There can be no assurance to investors that the expectations reflected in these
forward-looking statements will prove to be correct. Given these uncertainties, investors are cautioned not to place undue
reliance on such forward-looking statements and not to regard such statements to be a guarantee of our future performance.
These statements are based on our management’s belief and assumptions, which in turn are based on currently available
information. Although we believe the assumptions upon which these forward-looking statements are based on are reasonable,
any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could
be incorrect. Neither our Company, any Selling Shareholder, our Directors, the BRLMs nor any of their respective affiliates
have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to
reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with the
requirements of the SEBI, our Company and the BRLMs shall ensure that Bidders in India are informed of material
developments, in relation to statements and undertakings specifically confirmed and undertaken by our Company and each of
26the Selling Shareholders, severally and not jointly, solely, in relation to itself as a Selling Shareholder and its respective portion
of the Offered Shares, in the Red Herring Prospectus, from the date thereof until the time of the grant of listing and trading
permission by the Stock Exchanges for the Offer. Further, only statements and undertakings which are confirmed or undertaken
severally and not jointly by each Selling Shareholder, as the case may be, in this Updated Draft Red Herring Prospectus – I
shall be deemed to be statements and undertakings made by such Selling Shareholder as of the date of this Updated Draft Red
Herring Prospectus – I.
27SECTION II: RISK FACTORS
An investment in our Equity Shares involves a high degree of risk. Prospective investors should carefully consider all
information in this Updated Draft Red Herring Prospectus-I, including the risks and uncertainties described below, before
making an investment in our Equity Shares. If any or some combination of the following risks actually occur, our business,
prospects, financial condition and results of operations could suffer, the trading price of the Equity Shares could decline, and
prospective investors may lose all or part of their investment.
We have described the risks and uncertainties that we believe are material, but these risks and uncertainties may not be the
only risks relevant to us, the Equity Shares, or the industry in which we operate in. Some risks may be unknown to us and other
risks currently believed to be immaterial, could be or become material. To obtain a complete understanding of our business,
prospective investors should read this section in conjunction with the sections “Our Business”, “Industry Overview”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated Consolidated
Financial Information” on pages 179, 153, 356 and 269, respectively. Unless otherwise indicated or unless the context requires
otherwise, our financial information used in this section are derived from our Restated Consolidated Financial Information.
Further, unless otherwise indicated or the context otherwise requires, all operational information included herein for the three
month periods ended June 30, 2025 and June, 2024 and for the Financial Years 2025, 2024 and 2023, is on a consolidated
basis. In making an investment decision, prospective investors must rely on their own examination of our business and the terms
of the Offer, including the merits and risks involved. Prospective investors should consult their tax, financial and legal advisors
about the particular consequences to them of an investment in our Equity Shares.
This Updated Draft Red Herring Prospectus-I also contains forward-looking statements, which refer to future events that
involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause the
actual results to be materially different from those expressed or implied by the forward-looking statements. See “Forward-
Looking Statements” on page 26. Unless specified or quantified in the relevant risk factors below, we are not in a position to
quantify the financial or other implications of any of the risks described in this section.
Unless otherwise indicated, the industry-related information contained in this Updated Draft Red Herring Prospectus-I is
derived from the report titled “Industry Report on Consumer Devices” dated October 17, 2025, (“Redseer Report”), which
has been commissioned and paid for by our Company for an agreed fee for the purpose of confirming our understanding of the
industry exclusively in connection with the Offer. The Redseer Report is available on the website of our Company at www.boat-
lifestyle.com until the Bid/Offer Closing Date and has also been included in “Material Contracts and Documents for Inspection
– Material Documents” on page 470. We have officially engaged Redseer Strategy Consultants Private Limited (“Redseer”),
in connection with the preparation of the Redseer Report on December 19, 2024. Unless otherwise indicated, all financial,
operational, industry and other related information derived from the Redseer Report and included herein with respect to any
particular period refers to such information for the relevant financial period. The data included in this section includes excerpts
from the Redseer Report and may have been re-ordered by us for the purposes of presentation. There are no parts, data or
information (which may be relevant for the Offer), that have been left out or changed in any manner.
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. Unless otherwise stated, or the context otherwise requires,
the financial information used in this section is derived from our “Financial Information” on page 269. Financial information
for the three month periods ended June 30, 2025 and June 30, 2024, is not indicative of our financial results for the full
Financial Year and is not comparable with our financial information for the Financial Years 2025, 2024 and 2023. Further,
financial information for the three month periods ended June 30, 2025 and June 30, 2024, has not been annualized unless
otherwise specified.
Internal Risks
1. We have recorded Profit/(Loss) for the period/year of ₹213.53 million, ₹610.80 million, ₹(796.84) million and ₹(1,294.54)
million in the three month period ended June 30, 2025 and the Financial Years 2025, 2024 and 2023, respectively, in the
limited period presented in this Updated Draft Red Herring Prospectus-I and there can be no assurance that we will be able
to sustain profitability in the future.
We have achieved profitability and recorded Profit/(Loss) for the period/year of ₹213.53 million in the three month period
ended June 30, 2025, ₹610.80 million in the Financial Year 2025, ₹(796.84) million in the Financial Year 2024 and ₹(1,294.54)
million in the Financial Year 2023. The adverse changes in our profit after tax for the Financial Year ended 2024 and Financial
Year ended 2023 were largely driven by a decline in the segment results from our wearables segment over the periods presented.
For details of our segment results for audio and wearables segments, please see “Restated Consolidated Financial Information
– Segment Information” on page 329. While this performance reflects positively on our business and operations, growth
strategies, and cost management efforts, there is no guarantee that we will be able to maintain or improve our profitability going
forward.
28Our ability to remain profitable depends on a variety of factors, including our ability to generate consistent revenue growth,
manage operating costs, respond to competitive pressures, and adapt to changing market dynamics. Any adverse developments
in these areas – such as reduced customer demand, pricing pressures, increased costs of products, regulatory changes, or
economic downturns could adversely affect our future results of operations. If we are unable to continue growing our revenue
base or effectively manage our expenses, we may return to a state of losses, which could adversely affect our business, financial
condition, results of operations, and cash flows.
2. Our business depends on the relevance of the e-commerce industry in India and our ability to effectively respond to changing
user behavior on digital platforms. Our business may suffer if we fail to respond to changing user behavior effectively,
adversely affecting our financial condition, cash flows and results of operations.
We operate a diversified omni-channel sales strategy that includes online marketplaces, offline distribution channels, and our
own direct-to-consumer website. However, our revenue is significantly dependent on the willingness and ability of Indian
consumers, suppliers, sellers, and advertisers to engage in e-commerce, purchase goods and services, and conduct financial
transactions through digital platforms. Any decline in consumer adoption of e-commerce, changes in purchasing behaviour,
regulatory restrictions, or disruptions in digital payment infrastructure could adversely affect our sales, operations, and financial
performance.
We have entered into arrangements with online marketplaces that contain specific terms of operations and fee arrangements.
The fee arrangements include fixed and variable components, and are subject to periodic reviews, changes in commission
structures, promotional placement requirements, platform-specific algorithms or listing guidelines. Any unfavourable revisions
in commission rates, order fulfilment policies, product visibility algorithms, or promotional placement requirements could
impact the discoverability, pricing, or profitability of our products sold on these platforms. For further details, see also “– We
are heavily reliant on our relationships with certain online marketplaces and offline distributors including the payment
mechanisms and platform access fee structures of online marketplaces. Disruptions to such relationships, changes in their
business practices, their failure to meet payment schedules and provide timely and accurate information, or conflicts among
our channels of distribution could adversely affect our business, cash flows and results of operations” on page 30.
The table below sets out our revenue from operations (sale of products) from online sales and revenue from operations (sale of
products) for the periods/years mentioned below:
For the three month periods
For the Financial Years
ended June 30,
Particulars
2025 2024 2025 2024 2023
Revenue from online channels* (in ₹ 4,497.94 4,098.82 21,660.72 22,359.35 24,306.72
million)
Revenue from online channels as a 71.65 72.30 70.55 71.78 72.31
percentage of Revenue from
operations (sale of products) (in %)
Revenue from operations (sale of 6,277.87 5,669.15 30,703.87 31,149.68 33,616.71
products) (in ₹ million)
*Includes sales from our Company’s own D2C website.
Our online operations are subject to various risks, including negative publicity, liability for online content, and risks related to
the computer systems that support our website and associated platforms, such as exposure to cyber threats, computer viruses,
and unauthorized access. Additionally, factors beyond our control, such as regulatory changes governing the internet and e-
commerce, increased competition from other online retailers, security breaches, and broader economic conditions affecting
digital commerce, could negatively impact our business.
For our online revenue base to grow, consumers, sellers and suppliers must continue to adopt new and alternative ways of
conducting commerce, purchase goods and services and exchanging information, such as through the internet and mobile
devices, and we must effectively respond to changing user behaviour on such digital platforms. As the development of mobile
application-based e-commerce is dynamic and subject to risk of rapid disruption driven by technology innovations, we must
continuously innovate to overcome the fact that potential consumers are presented with an increasingly large number of options
to choose from. Such potential growth is dependent on the overall internet penetration in India which despite recent growth, is
still relatively low as compared to certain developed countries. We cannot assure you that a more technologically sophisticated
and reliable internet infrastructure including telecommunication network will develop that would further facilitate growth of
online e-commerce in India. Should the telecommunications operators not sustain or invest in expanding and upgrading the
telecommunications infrastructure in India, it may impact the of e-commerce sector adversely, which may adversely affect our
business, financial condition, results of operations and cash flows.
293. We are heavily reliant on our relationships with certain online marketplaces and offline distributors, including the payment
mechanisms and platform access fee structures of online marketplaces. Disruptions to such relationships, changes in their
business practices, their failure to meet payment schedules and provide timely and accurate information, or conflicts among
our channels of distribution could adversely affect our business, cash flows and results of operations.
We are heavily reliant on online marketplaces for the sale of our products. Our primary sales channel is through online
marketplaces, and the following table puts provides revenue from our top two online marketplaces for the periods/years
indicated:
For the three month periods
For the Financial Years
ended June 30,
Particulars
2025 2024 2025 2024 2023
Revenue from operations from the 3,320.76 3,246.24 16,977.57 19,535.16 20,798.45
top two online marketplaces (in ₹
million)
Revenue from the top two online 52.90 57.26 55.29 62.71 61.87
marketplaces as a percentage of
revenue from operations (sale of
products) (in %)
For further details, see “Restated Consolidated Financial Information” on page 269.
Payments from the online marketplaces are based on terms which are mutually agreed upon with the online marketplace. These
terms are reviewed periodically and changes if any are agreed mutually. For our business-to-business arrangements, our terms-
of-trade are negotiated between the marketplace and seller, combining fixed and variable components based on the
marketplace’s approach, event plans, product launches and the seller’s profitability and participation.
Our dependence on the payment mechanisms and commercial arrangements with online marketplaces influences our margins
and cash flows, and any material changes to these terms, such as delays in remittance, increased charges, or non-compliance
with agreed payment cycles, could adversely impact our profitability and liquidity.
Our arrangements with our top two online marketplaces are on a non-exclusive basis. For a few customers, under our contracts
with them, we are obligated to re-purchase or provide additional price support on products that are unsold after a certain period
of time. The credit period granted to our top two online marketplaces is 30-45 days and the return period for unsold or
damaged/returned inventory is 60 days. For details of the returns and discounts provided to our customers in total see “Restated
Consolidated Financial Information” on page 269.
We have significantly grown our offline footprint over the past few years, reaching more than 12,000 offline retailers across 25
states and five union territories, with a distribution network comprising 112 distributors (general trade and modern trade) as of
June 30, 2025. The table below sets forth the details of offline sales revenues through retail outlets for the periods/years
mentioned below:
For the three month periods
For the Financial Years
ended June 30,
Particulars
2025 2024 2025 2024 2023
Revenue from offline channels (₹ in 1,779.93 1,570.33 9,043.15 8,790.33 9,309.99
million)
Revenue from offline channels as a 28.35 27.70 29.45 28.22 27.69
percentage of revenue from
operations (sale of products) (in %)
We have entered into both exclusive and non-exclusive agreements with our distributors for distribution of our products within
specific territories and plan to increase our offline distribution of our products further. However, we may not be successful in
further scaling our offline distribution and increase our presence in retail stores, which may have an adverse effect on business
and revenue from operations. We have not entered into long-term agreements with our distributors. These agreements can be
terminated by any of the parties by giving notice, as prescribed under the agreement. While we have not faced any such instances
where our distributors have unilaterally terminated their existing agreement with us at short notice during the three month
periods ended June 30, 2025 and June 30, 2024, and the past three Financial Years, that have materially affected our results of
operations for such periods/years, we cannot assure that we will not face such instances in the future which may adversely affect
our offline distribution network and consequently, adversely affect our business, results of operations, financial condition and
cash flows.
30We actively monitor the pricing of our products across online marketplaces, as well as the prices at which our distributors sell
to retailers and, in turn, at which retailers sell to end consumers. However, if our competitors offer online marketplaces,
distributors, or retailers more favorable terms, have a broader range of products available to meet their requirements, or leverage
their extensive product portfolios to secure greater shelf space or preferential treatment, our distributors and retailers may
deprioritize the distribution of our products. Additionally, our ability to maintain and enhance our brand visibility on online
marketplaces is dependent on securing promotional opportunities. There can be no assurance that we will be able to obtain or
sustain favorable promotional placements on these platforms, and any failure to do so could adversely affect our visibility,
consumer engagement, and overall sales performance.
Online retail channels may be subject to technological disruptions, system failures, or policy changes, which could adversely
impact our ability to distribute products, manage inventories, and maintain consistent production schedules. Most of our
distributors are not contractually obligated to provide us with a minimum volume of business and may terminate their
relationship with us at any time, with or without cause or any obligation to compensate us. In certain cases, online marketplaces
and distributors may also have the right to return products to us. While we have not repurchased any products from the online
marketplaces in the past three Financial Years or the three month periods ended June 30, 2025, which have adversely affected
our business, results of operations, financial condition and cash flows, if a high volume of returns occurs, we may be required
to repurchase the entire quantity of returned products at the original sale price, which could negatively affect our financial
performance. Additionally, certain agreements with online marketplaces or distributors provide for termination rights in the
event of delays in the delivery of our products, which could further impact our sales and operational stability. Online
marketplaces and our offline distributors could change their business practices, such as inventory levels, or seek to modify their
contractual terms, such as payment terms. While we have not faced any such instances in the past three Financial Years which
have adversely affected our business, results of operation, financial condition and cash flows, we cannot assure you that such
delays will not impact us in future.
4. Our revenue from operations decreased from ₹33,767.90 million for the Financial Year 2023 to ₹31,176.74 million for the
Financial Year 2024 and to ₹30,732.77 million for the Financial Year 2025, primarily due to decline in revenue from
wearables, and increased from ₹5,672.21 million for the three month period ended June 30, 2024 to ₹6,281.02 million for
the three month period ended June 30, 2025, resulting in marginal growth. We may be unable to sustain our past growth or
achieve growth in revenue from operations or accomplish our growth strategies, and our business and results of operations
may suffer if we fail to manage our growth efficiently or effectively.
Our revenue from operations decreased from Financial Year 2023 to Financial Year 2025. The adverse movement in our
revenue from operations was largely driven by a decline in total revenue – wearables over the periods presented. Our operations
have expanded partially as a result of our strategy to expand into new product categories and new channels. We aim to grow
our business through further investment towards our existing flagship “boAt” brand along with its sub-brand “Nirvana” offering
premium products and other brands. We also plan to drive organic growth by expanding into new product categories adjacent
to our existing lines of business. For further details, see “Our Business — Our Strategy — Deepen and expand our presence
into other adjacent product categories” on page 198.
The following table sets forth our revenue from operations, total income, profit/(loss) for the period, growth in revenue from
operations, total revenue for audio, wearables and others, along with as a percentage of growth in total revenue for audio,
wearables and others for the periods/years indicated:
For the three month
For the Financial Years
periods ended June 30,
Particulars
2025 2024 2025 2024 2023
Revenue from Operations (in ₹ million) 6,281.02 5,672.21 30,732.77 31,176.74 33,767.90
Growth in Revenue from Operations (in %) 10.73 NA* (1.42) (7.67) NA*
Total revenue – Audio (in ₹ million) 4,965.78 4,767.70 25,860.40 24,591.99 23,508.31
Growth in Total revenue – Audio (in %) 4.15 NA* 5.16 4.61 NA*
Total revenue – Wearables (in ₹ million) 796.17 686.74 3,304.14 5,502.96 9,015.60
Growth in Total revenue – Wearables (in %) 15.93 NA* (39.96) (38.96) NA*
Total revenue – Others (in ₹ million) 515.92 214.71 1,539.33 1,054.73 1,092.80
Growth in Total revenue – Others (in %) 140.29 NA* 45.95 (3.48) NA*
31For the three month
For the Financial Years
periods ended June 30,
Particulars
2025 2024 2025 2024 2023
Total Income (in ₹ million) 6,384.39 5,723.72 30,978.14 31,353.46 34,031.84
Profit/(Loss) for the period/year (in ₹ million) 213.53 (310.76) 610.80 (796.84) (1,294.54)
* Not applicable as no comparative period available.
The adverse changes in our changes in our revenue from operations were largely driven by a decline in total revenue – wearables
over the periods presented.
We cannot, however, assure you that we will be successful in our expansion endeavors or sustain our growth, which may vary
from quarter to quarter, and you should not consider our historical revenue growth or operating expenses as indicative of our
future performance. Further, as we expand into new product markets, we may not be able to sustain the profit margins that we
have achieved in the past, which may affect our profitability. If we fail to manage growth and expansion effectively, or the cost
of such expansion or growth exceeds the revenues generated by our efforts, we may fail in our strategy and our business,
financial condition, profitability and results of operations could be adversely affected. We expect our future growth to place
increasing demands on our resources as well as our management. This will require us to continuously evolve and improve our
operational, financial and internal controls across our organization. In particular, continued expansion increases the challenges
we face in:
• strengthening our internal control system for purchases of inventory to be commensurate with the size of our business;
• improving the scope and coverage of our internal audit systems to keep pace with our growth;
• recruiting, training and retaining sufficiently skilled technical, sales and management personnel;
• identifying, establishing, maintaining and expanding relationships with our manufacturers, online marketplaces and
online distributors;
• managing larger scale operations, including retaining a larger number of manufacturers and distributors;
• identifying, understanding and responding to challenges and risks in the markets which we operate;
• developing and improving our internal administrative infrastructure, particularly our financial, operational,
communications and other internal systems; and
• maintaining high levels of product quality and customer satisfaction.
• Any inability to manage our growth may have an adverse effect on our business, results of operations, financial
condition and cash flows.
5. Our business has substantial working capital requirements and one of the objects of the Offer include funding working
capital requirements of our Company, which are based on certain assumptions and estimates and may not be indicative of
the actual working capital requirements of our Company in the future. While our working capital requirement has decreased
during last three Financial Years, it has increased in the three months period ended June 30, 2025 and our Company
estimates an increase in working capital requirement in the future based on expected business growth.
We intend to utilize ₹2,250.00 million of the Net Proceeds to fund the working capital requirements of our Company during
the Financial Year ended March 31, 2026, March 31, 2027, and March 31, 2028, which are based on management estimates
and certain assumptions in relation to, among others, the holding periods of inventories, trade receivables, other current assets,
trade payables and other current liabilities and provisions. In the past, we funded our working capital requirements in the
ordinary course of business from our internal accruals and financing from various banks and financial institutions. For details
in relation to the working capital requirements of our Company on an audited standalone basis for the three month period ended
June 30, 2025, and past three Financial Years, see “Objects of the Offer – Funding the working capital requirements of our
Company – Basis of estimation of working capital requirements” on page 128.
The actual amount and timing of our estimated working capital requirements may differ from estimates due to, among other
factors, unforeseen delays or cost overruns, unanticipated expenses, regulatory changes, economic conditions, technological
changes, additional market developments and new opportunities in the industry we operate. While our working capital
requirements have declined over the last three Financial Years due to decreases in inventories days, and other current assets
days and an increase in trade payables days, our working capital requirements increased during the three months ended June
3230, 2025, primarily due to higher inventory days, trade receivable days, and other current asset days. This increase was partially
offset by longer trade payable days and higher other current liabilities and provision days. We estimate an increase in the
working capital requirements for our Company during the Financial Years 2026, 2027, and 2028. The details of our total
working capital as at June 30, 2025, March 31, 2025, March 31, 2024, and March 31, 2023, are as follows:
As at June 30, As at March As at March As at March
Particulars
2025 31, 2025 31, 2024 31, 2023
Total working capital requirements (in ₹ million) 4,257.80 3,000.13 6,049.91 9,845.90
* Total working capital is calculated as sum of inventories, trade receivables and other current assets minus trade payables, other current
liabilities and provisions. For details, see “Objects of the Offer – Details of the Objects – Funding the working capital requirements of our
Company” on page 128.
The estimates of our working capital requirements have been prepared based on the management estimates of future financial
performance. The projection has been prepared using set of assumptions that include assumptions about future events and
management’s action that are not necessarily expected to occur. Accordingly, such working capital requirements may not be
indicative of the actual working capital requirements of our Company in the future and investors are advised to not place undue
reliance on such estimates of future working capital requirements. For further details, see “Objects of the Offer – Funding the
working capital requirements of our Company” on page 128.
6. We rely on a number of third-party contract manufacturers and component suppliers for production of our products. Any
shortage and cessation in supply from these contract manufacturers or component suppliers could adversely affect our
business, results of operations, financial condition and cash flows.
We rely on contract manufacturers for production of our products. We rely on these contract manufacturers to manufacture our
products, and our contract manufacturers, in turn, rely on third-party suppliers for many of the components used in our products.
The following table provides the details of our purchases of stock-in-trade from ten of our most used suppliers, over the
periods/years mentioned:
For the three month period
For the Financial Years
ended June 30,
Particulars
2025 2024 2025 2024 2023
Purchases of stock-in-trade from 2,960.81 1,332.21 9,410.14 15,333.81 16,716.21
our ten most used
suppliers/Contract
manufacturers* (in ₹ million)
Purchases of stock-in-trade from 51.35 37.71 45.46 67.52 66.15
our ten most used suppliers as a
percentage of total stock-in-trade*
(in %)
Purchases of stock-in-trade 5,765.71 3,532.68 20,697.81 22,711.25 25,268.96
* Includes third party suppliers only and excludes our joint venture, Califonix Tech and Manufacturing Private Limited
Our supply contracts with suppliers, other than with Dixon Technologies, are for short- and long-term periods, which can be
terminated with prior notice without cause by either of the parties, however, none of such contracts were terminated by our
counterparties in the last three Financial Years or the three month period ended June 30, 2025.
In the Financial Year 2022, we entered into a joint venture with Dixon Technologies Limited, namely, Califonix Tech and
Manufacturing Private Limited for the manufacture of our products, increasing our control over manufacturing, assembly and
product quality. Our Joint Venture operates a manufacturing facility for the manufacture of our various products and relies on
our component suppliers for production of the products. For further details, see “– The manufacturing facility operated by our
joint venture, Califonix Tech and Manufacturing Private Limited, manufactured 37.46% of total units of our products during
the three month period ended June 30, 2025 and is subject to operating risks. Any shutdown or other production problems
caused by unforeseen events may reduce sales and adversely affect our business, cash flows, results of operations and financial
condition” on page 40.
Under our contract with our joint venture, Califonix Tech and Manufacturing Private Limited, they are required to supply
products to us exclusively. Our joint venture, Califonix Tech and Manufacturing Private Limited, is dependent on our
component suppliers for its manufacturing operations and any shortage or cessation in the supply of components or if we are
33unable to obtain components from our suppliers, it may adversely affect the operations of our Joint Venture, thereby affecting
our business and results of operations.
Under our contracts with our contract manufacturers, they are generally required to supply products to us exclusively. However,
in certain cases, such exclusivity arrangements may be limited to India and the contract manufacturers may still continue to sell
products to other buyers outside India. In some instances, if we do not sell our third-party contract manufacturer’s products in
sufficient quantities or cooperate with them on new products, our suppliers may decline to provide products to us exclusively.
Thus, our manufacturing model presents risks on our ability to receive an adequate supply of quality products at acceptable
prices. These risks include:
• delays of or disruptions in the supply of products or components to us from our contract manufacturers or suppliers
arising from factors such as shortage of components, power supply outrages and supply chain issues in India and China
(although we experienced no delays or disruptions that had a material effect on our result of operations);
• geopolitical risk affecting our contracts and arrangements with suppliers in China due to possible political and other
tensions which may strain our supply of products;
• interruptions to the manufacturing operations of our contract manufacturers or third-party suppliers due to strikes,
lockouts, work stoppages or other forms of labour unrest, breakdown or failure of equipment, earthquakes, floods,
pandemics and other natural disasters as well as accidents and the failure to comply with the directives of relevant
governmental authorities;
• failures to comply with product specifications, insufficient quality and safety controls or failures in the quality and
safety controls of our manufacturing partners or third-party suppliers;
• disruptions or failure to deliver products to us due to penalties imposed as a consequence of violations of local laws
by contract manufacturers or third-party suppliers, as well as failure to obtain, validly maintain and renew relevant
government approvals for their business in the relevant jurisdictions;
• significant adverse changes in the financial or business conditions of contract manufacturers or third-party suppliers;
• performance by our contract manufacturers or their third-party suppliers falling below the expected levels of output or
efficiency;
• delays in scaling production capabilities by contract manufacturers to support timely product launches, and inability
of our contract manufacturers to allocate adequate capacity during peak seasonal demand, resulting in order delays or
cancellation and affecting our competitiveness;
• any inability of our contract manufacturers or their third-party suppliers to obtain timely and adequate delivery of
quality materials, parts and components;
• increases in the costs of materials, parts and components including foreign exchange fluctuations, which lead to
increases in the contract prices in new contracts or renewed contracts that we enter into with contract manufacturers;
• revision of pricing or imposition of more stringent payment terms by our contract manufacturers impacting our
working capital requirements;
• the possibility that our competitors may engage our contract manufacturers or their third-party suppliers, directly or
indirectly, and thereby reduce the manufacturing capacity available to us;
• any inability on our part to renew existing agreements with or find replacements for existing contract manufacturers
and third-party suppliers, respectively; and misappropriation of our intellectual property by our third-party
manufacturers and suppliers.
While such arrangements may increase resilience and diversification of our supply chain, such arrangements could render us
more susceptible to the risks stated above, which may adversely affect our business, financial condition and results of
operation.
7. We are subject to risks associated with overseas procurement, such as geographical concentration and foreign currency
risk.
We rely on suppliers based in China, Vietnam and Hong Kong, in relation to our overseas procurement of stock-in trade,
although this has substantially reduced over the past several years owing to our shift towards the Government of India’s “Make-
in-India” initiative and other factors. Approximately, 90% of our overseas purchases (32.50%, 24.64%, 36.18%, 31.72% and
3469.84%) of stock-in-trade for the three month periods ended June 30, 2025 and June 30, 2024, and past three Financial Years
originated from China (including Hong Kong). Such purchases from overseas suppliers aggregated to:
For the three month periods
For the Financial Year
ended June 30,
Particulars
2025 2024 2025 2024 2023
Purchases of stock-in-trade from 2,082.59 877.38 7,993.46 7,204.38 17,649.07
overseas (in ₹ million)
Purchases of stock-in-trade from 36.12 24.84 38.62 31.72 69.84
overseas as a percentage of our
total purchases of stock-in trade (in
%)
We are exposed to risks that are specific to each country and region in which we procure as well as risks associated with
overseas procurements in general. Any adverse social, economic, regulatory and geopolitical conditions, such as natural
disasters, civil disturbance, import/export restrictions, terrorist attacks, war or other military action in or concerning countries
in which our suppliers are located could affect our business and operations.
We provide advances to our vendors in the ordinary course of business. However, in some instances, we may not be able to
receive the material or recover the advances from the vendors. We have not faced any such instances during the three month
periods ended June 30, 2025 and June 30, 2024, and the past three Financial Years, where we did not receive the material or
recover the advances from the vendors that had an adverse impact on our business, results of operations, financial condition
and cash flows.
Any new regulations promulgated by India which may significantly affect or restrict the availability of stock-in trade from
suppliers to manufacturers or increase costs of production through imposition of taxes, duties or cess, could adversely impact
our business, results of operations, financial condition and cash flows. We may also be unable to enforce our contractual claims
against suppliers who are based in India, if the agreements are inadequately stamped or not registered. Further, we may be
unable to enforce our contractual claims against suppliers who are based overseas, particularly China, if there are new
regulations promulgated which restrict trade between India and such countries in which our suppliers are located. While we
have not faced any such instances where we were unable to enforce our contractual claims against our suppliers in countries in
which they are located or faced restrictions in trade due to a change in regulations during the three month periods ended June
30, 2025 and June 30, 2024, and the past three Financial Years, that have materially and adversely affected our results of
operations for such periods/years, the occurrence of such events may adversely affect our business, results of operations,
financial condition and cash flows.
Compliance with the local laws of the locations where our contract manufacturers or suppliers are located, including
import/export controls, legal constraints on ownership and corporate structure, environmental, health, safety, labor, accounting
and laws, may impose onerous and expensive obligations on us. In addition, changes in foreign laws, regulations and policies,
including restrictions on trade, import and export license requirements, increasing worldwide tariffs and taxes, intellectual
property enforcement issues as well as changes in policies relating to foreign trade and investment, including imposition of
import restrictions or trade embargos, may affect our ability to operate and the way in which we procure our products. If we are
unable to comply with such laws, our business, results of operations, financial condition and cash flows may be adversely
affected. While instances of changes in local laws or foreign laws have not had any significant impact on our operations, we
cannot assure that any changes to local laws, foreign laws other trade policies in the future will not adversely impact our
business, results of operations, financial condition and cash flows.
8. Some of our purchases are in foreign currency and we may be subject to risks associated with fluctuations in foreign
exchange rates, which may adversely affect our business, results of operations, financial condition and cash flows.
We purchase stock-in-trade from outside of India in foreign currency. The following table sets forth details of our stock-in-
trade purchased in foreign currencies for the periods/years mentioned below:
For the three month periods
For the Financial Years
ended June 30,
Particulars
2025 2024 2025 2024 2023
Cost of stock-in-trade imported in 2,082.59 877.38 7,993.46 7,204.38 17,649.07
foreign currencies (in ₹ million)
Cost of stock-in-trade imported in 36.12 24.84 38.62 31.72 69.84
foreign currencies as a percentage
35For the three month periods
For the Financial Years
ended June 30,
Particulars
2025 2024 2025 2024 2023
of Purchases of stock-in-trade (in
%)
Unrealized (gain) / loss (in ₹ (20.85) (0.16) 8.07 (13.85) 9.26
million)
Realized (gain) / loss (in ₹ million) 3.80 (0.48) 40.31 13.54 28.91
Volatility in exchange rates and specifically any depreciation of the Indian Rupee against these foreign currencies may result
in an increase in the cost of our products. We may not be able to pass on such increase in costs to our customers, who are the
end-consumers. In addition to currency fluctuations, our costs and supply may be affected by trade restrictions, import duties,
or geopolitical developments impacting sourcing of our stock-in-trade. Any such disruptions due to currency volatility or trade
restrictions may adversely impact our costs and profitability, which may have an adverse effect on our business, results of
operations, financial condition and cash flows.
For further details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Quantitative and Qualitative Analysis of Market, Credit and Liquidity Risks – Market Risk” on page 385.
9. Our Statutory Auditors’ audit reports and annexures to auditors' reports which discloses matters specified in the Companies
(Auditor’s Report) Order, 2020 or in their Report on other legal and regulatory matters for the past three Financial Years
have included certain unfavourable remarks and observations.
The audit report issued by B S R & Co. LLP, our Statutory Auditors, for the Financial Year ended March 31, 2025, contains
certain remarks (which is reproduced in the Restated Consolidated Financial Information), with respect to the reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended), with respect to the audit trail (edit log) facility.
For further details, see “Restated Consolidated Financial Information” on page 269.
Our Company has since implemented an audit trail (edit log) facility at application level for the accounting software related to
general ledger used by its subsidiaries, Dive Marketing Private Limited and HOB Ventures Private Limited, to ensure
compliance with applicable requirements.
Additionally, our Statutory Auditors’ audit report on our audited financial statements contains certain unfavourable remarks,
observations and other legal and regulatory matters (which is reproduced in the Restated Consolidated Financial Information)
which include: (i) quarterly returns or statements filed with banks or financial institutions not being in agreement with the books
of account of our Company, for Financial Years 2025, 2024 and 2023, (ii) funds raised on a short-term basis being utilized for
long-term purposes of one of our subsidiaries, for Financial Years 2024 and 2023 (iii) cash losses incurred by our Company for
the Financial Years 2024 and 2023 and our joint venture, Califonix Tech and Manufacturing Private Limited for Financial Year
2023, (iv) cash losses incurred by our associate, Kimirica Lifestyle Private Limited for Financial Years 2024 and 2023, (v) cash
losses incurred by our subsidiary Dive Marketing Private Limited for the Financial Year 2025 and HOB Ventures Private
Limited, for the Financial Years 2024 and 2023, (vi) material uncertainty in relation to the capabilities of two of our subsidiaries,
Kaha Pte. Ltd and Imagine Marketing Singapore Pte. Ltd. to meet their existing liabilities for the Financial Years 2024 and
2023, (vii) remuneration paid to the directors of our Company, in excess of the limit laid down under Section 197 of the
Companies Act, 2013, for Financial Year 2023, (viii) arrears with respect to undisputed statutory dues payable by our Company
for the Financial Years 2025 and 2023, (ix) non-maintenance of backups of relevant books of accounts and papers in electronic
mode on the physical servers in India, on a daily basis for our two of our subsidiaries HOB Ventures Private Limited and Dive
Marketing Private Limited for the Financial Year 2023, and (x) physical non-verification of plant, property and equipment by
our Company owing to change in the physical verification policy of plant, property and equipment by our Company for the
Financial Year 2023.
Further, certain investments which were made our Company in our subsidiary Kaha Pte. Ltd through our subsidiary Imagine
Marketing Singapore Pte. Ltd. in Financial Year 2025, 2024 and 2023, required us to report such transactions in our audited
financial statements in accordance with Rule 11(e) of the Companies (Audit and Auditors) Rules, 2014, as amended.
Our Company took steps to rectify some of the observations which included (i) obtaining a waiver, through shareholders’
resolution for the excess remuneration paid to directors of our Company and (ii) ensuring that accurate numbers are reported
from the current financial year to minimize the differences between the books and returns. For details, see “Restated
Consolidated Financial Information – Note No. 37” on page 325. There can be no assurance that any such remarks will not
form part of our financial statements in any future financial years, or that such remarks will not affect our financial results in
future financial years.
3610. We have in the past entered into and will continue to enter into related party transactions which may potentially involve
conflicts of interest with the equity shareholders. We cannot assure you that such transactions, individuals or in the
aggregate, will not have an adverse effect on our business, financial condition and results of operations.
We have in the past in the ordinary course of business entered into certain transactions with related parties from time to time,
we may enter into related party transactions in the future.
The table below provides details of our aggregate amount of related party transactions and as a percentage of our revenue from
operations for the periods/years mentioned below:
For the three month periods
For the Financial Years
ended June 30,
Particulars
2025 2024 2025 2024 2023
Total Income (₹ in million) 6,384.39 5,723.72 30,978.14 31,353.46 34,031.84
Total income from related parties (₹ in - - 30.00 78.91 -
million)
Income from related parties as a - - 0.10% 0.25% -
percentage of total income (in %)
Total expenses (₹ in million) 6,084.13 6,163.12 30,403.54 32,335.90 35,620.74
Expenses incurred with related parties 1,631.39 1,457.43 7,199.17 4,110.50 107.53
(₹ in million)
Expenses incurred in transactions with 26.81 23.65 23.68 12.71 0.30
related parties as a percentage of total
expenses (in %)
For further information on our related party transactions, see “Offer Document Summary – Summary of Related Party
Transactions” on page 18 and “Restated Consolidated Financial Information – Note No. 37” on page 325.
Although all our related party transactions have been conducted on an arm’s length basis in accordance with the Companies
Act and other applicable regulations pertaining to the evaluation and approval of such transactions and all related party
transactions that we may enter into post-listing, will be subject to Audit Committee, Board or Shareholder approval, as necessary
under the Companies Act and the SEBI Listing Regulations, in the interest of our Company and minority Shareholders and in
compliance with the SEBI Listing Regulations, we cannot assure you that we could not have achieved more favorable terms
had such transactions been entered into with unrelated parties. It is possible that we may enter into more related party
transactions in the future. While such related party transactions will be undertaken in accordance with the applicable
requirements under the SEBI Listing Regulations, the same related party transactions may potentially involve conflicts of
interest and there can be no assurance that we will be able to address such conflict of interest in future. We cannot assure you
that such transactions, individually or in the aggregate, will not have an adverse effect on our business, financial condition and
results of operations or that we could not have achieved more favorable terms if such transactions had not been entered into
with related parties. There can be no assurance that our Directors and officers will be able to address such conflicts of interests
or others in the future. For details of the related party transactions see “Restated Consolidated Financial Information – Note
No. 37” on page 325.
11. Pricing pressure from customers, online marketplaces or distributors may affect our gross margins and ability to increase
our prices, which in turn may adversely affect our revenue from operations, profits and cash flows.
Consumer demand for our products depends in part on the pricing of our products. We differentiate our products on several
factors, including their value proposition and affordable pricing coupled with their quality. Our pricing depends on various
factors, including the sales and promotional discounts we offer for our products from time to time. See “Restated Consolidated
Financial Information” on page 269 for contracted price, returns, discounts and price of sale of products for the three month
periods ended June 30, 2025, and June 30, 2024, and for the past three Financial Years. We cannot assure you that we will be
able to maintain our margins while offering discounts, or that our discounts will continue to attract consumer demand for our
products. The pricing of our products is agreed between us and the online marketplaces or distributors, and changes to such
prices require mutual agreement. The pricing is determined by our cost of products and other costs and other factors. Our cost
of products may increase in the future due to various factors, including factors beyond our control such as inflation, impact of
custom duties, foreign exchange fluctuations. We cannot assure that, in the future, we would be able to pass increased costs on
to our customers. Any inability to do so may adversely affect our business and results of operations.
3712. The demand for our products may vary due to many factors, including seasonality and if we do not accurately forecast
demand for our products, our results of operations and cash flows could be adversely affected.
The demand for our products depends on many factors and can be difficult to forecast due to variations in economic conditions,
changes in customer preferences, relatively short product life cycles, changes in competition, seasonality and reliance on key
sales channel partners, such as online marketplaces. Our inventory levels change depending on the demand for our products.
The table below set forth details of our purchases of stock-in-trade and changes in inventories of stock-in-trade, for the
periods/years mentioned below:
For the three month periods
For the Financial Years
ended June 30,
Particulars
2025 2024 2025 2024 2023
Purchases of stock-in-trade (in ₹ 5,765.71 3,532.68 20,697.81 22,711.25 25,268.96
million)
Purchases of stock-in-trade as a 91.84 62.31 67.41 72.91 75.17
percentage of revenue from
operations (sale of products) (in %)
Changes in inventories of stock-in- (1,228.48) 541.86 1,051.94 391.69 836.80
trade (in ₹ million)
Changes in inventories of stock-in- (19.57) 9.56 3.43 1.26 2.49
trade as a percentage of revenue
from operations (sale of products)
(in %)
Profit/(Loss) before tax (in ₹ 293.75 (417.15) 747.02 (962.53) (1,637.12)
million)
Our purchases of stock-in-trade increased to ₹5,765.71 million for the three month period ended June 30, 2025, from ₹3,532.68
million for the three month period ended June 30, 2024. During the same period, we reported a Profit/(Loss) before tax of
₹293.75 million in the three months ended June 30, 2025, compared to a Profit/(Loss) before tax of ₹(417.15) million in the
three months ended June 30, 2024. While purchases of stock-in-trade as a percentage of revenue from operations (sale of
products) for the three month period ended June 30, 2025, are higher when compared with purchases of stock-in-trade as a
percentage of revenue from operations (sale of products) for the three month period ended June 30, 2024, the purchases of
stock-in-trade alone do not show the total impact of cost. The appropriate measure to assess the total impact of cost is cost of
goods sold (comprising purchases of stock-in-trade and changes in inventories of stock-in-trade), which has reduced as a
percentage of revenue from operations (sale of products) mainly on account of cost optimization efforts. Hence, the movement
in purchases of stock-in-trade does not indicate an adverse trend suggesting potential future losses.
There may be variations in demand for our products due to change in consumer preferences, festivals, holidays or any other
cyclical factors which affects our target consumer base. For instance, our sales and revenue from operations substantially
increase during festive seasons in India. It is particularly difficult to forecast demand of an individual product. Significant
unanticipated fluctuations in demand, the timing and disclosure of new product releases or the timing of key sales orders could
result in costly excess production or inventories or shortage of inventory available to meet demand from online marketplaces
and distributors. Further, any shortage in inventory procurement in miscalculated anticipation of peak demand may result in
unavailability of our products for selling to the customers thereby leading to a loss of revenue, especially during increased
seasonal demand. Any such developments could adversely impact our business, results of operations, financial condition and
cash flows.
13. Our business and revenue from operations are largely concentrated in the audio category. If we are unable to diversify our
product categories, our sales volume, business and revenue from operations may be adversely affected.
Our business is concentrated in the audio category, and we may be susceptible to changes in consumer demand as well as
market sentiment for and within the audio category in general. The table below sets out details of our sales and revenue from
operations (sale of products) in the audio category for the periods/years mentioned below:
For the three month periods
For the Financial Years
ended June 30,
Particulars
2025 2024 2025 2024 2023
Total Revenue – Audio (in ₹ 4,965.78 4,767.70 25,860.40 24,591.99 23,508.31
million)
38For the three month periods
For the Financial Years
ended June 30,
Particulars
2025 2024 2025 2024 2023
Revenue from Operations (sale of 6,277.87 5,669.15 30,703.87 31,149.68 33,616.71
products)
Total Revenue – Audio as a 79.10 84.10 84.23 78.95 69.93
percentage of revenue from
operations (sale of products) (in %)
For further details on category wise revenue details, for Audio, Wearables and Others, see “Our Business – Overview – Our
Management and Board” on page 185.
The growth of our business is partly dependent upon the growth in the market for the kind of products we offer. Stagnancy or
a decrease in market demand for the kind of products we offer, could have an adverse effect on our business, results of
operations, financial condition and cash flows, including a change in preferences by customers for a more premium product in
the category. We cannot assure you that demand for our audio category will continue at current levels in the future, or that if
demand for this product category decreases, that we would be able to pivot to alternative product categories. Any decline in the
sales of our audio category may adversely affect our business, results of operation and financial condition.
For further details, see “– If we fail to successfully identify and respond to changing customer preferences and market
developments, diversify our product categories and keep up with technological advances in a cost-effective and timely manner,
our ability to generate revenues and grow our business may be adversely impacted” and “– Pricing pressure from customers,
online marketplaces or distributors may affect our gross margins and ability to increase our prices, which in turn may adversely
affect our revenue from operations, profits and cash flows” on pages 46 and 37 respectively.
14. If we pursue acquisitions, joint ventures and investments, we may not be able to successfully consummate transactions or
successfully integrate or leverage from such businesses.
We continue to evaluate opportunities for potential acquisitions and other corporate transactions that would further our strategic
objectives. For example, in the Financial Year 2022, we entered into a joint venture, Califonix Tech and Manufacturing Private
Limited, with Dixon Technologies Limited for manufacturing our products, increasing our control over manufacturing,
assembly and product quality. We made an initial investment of ₹50.50 million in Financial Year 2023 and additional
investment of ₹165.00 million in Financial Year 2024, for 50% of equity shares in our Joint Venture. In the Financial Year
2022, our Company along with our Subsidiary, Imagine Marketing Singapore Pte. Ltd., acquired KaHa Pte. Ltd. and its
subsidiaries to strengthen our software capabilities for wearables. The acquisition of KaHa Pte. Ltd. and its subsidiaries was for
a cash consideration of US$ 40.00 million equivalent to ₹ 2,992.00 million.
We may not be able to identify suitable target brands, assets or companies, consummate a transaction on terms that are favorable
to us, or achieve the anticipated synergies, expected returns and other benefits as a result of integration challenges or anti-
monopoly regulations. Companies or operations acquired created by us may not be profitable or may not achieve sales levels
and profitability that justify the investments made. Our corporate development activities may entail financial and operational
risks, including diversion of management attention from its existing core businesses, difficulty in integrating or separating
personnel, financial, information technology and other systems, difficulty in retaining key employees, and negative impacts on
existing business relationships with suppliers and customers.
Further, we may be adversely impacted by liabilities that we assume from our acquisitions, including from regulatory
authorities, and we may not be able to identify or adequately assess the magnitude of certain liabilities. In addition, we may
require additional financial resources for the successful expansion or reorganization of the acquired business and integrating
their operations into our operations. An inability to raise adequate finances in a timely manner, on acceptable terms, or at all
for the expansion, reorganization or integration of the acquired business with our existing operations could adversely affect our
business, results of operations, financial condition and cash flows. Future acquisitions could also result in potentially dilutive
issuances of equity securities, the incurrence of debt, contingent liabilities and increased operating expenses, all of which could
adversely affect our business, financial condition, results of operations and prospects.
15. Our Registered and Corporate Office, our joint venture’s manufacturing facility and other offices and warehouses are
located on premises held by us on a leasehold basis. We cannot assure you that the lease agreements governing these
premises will be renewed upon termination or that we will be able to obtain other premises on same or similar commercial
terms.
Our Registered and Corporate Office is located on leased premises, which we do not own. Our Registered and Corporate office
is situated on premises taken on leave and license basis, the tenure of which is for a period of five years commencing from May
3925, 2022. Our Joint Venture’s manufacturing facility is situated on premises taken on leave and license basis, the tenure of
which is for a period of 10 years commencing from January 2023. We cannot assure you that we will continue to be able to
continue operating out of our existing premises or renew our existing leases on acceptable terms or at all. Any such event may
adversely impact our operations and cash flows and may divert management attention from our business operations. In case of
any deficiency in the title of the owners from whose premises we operate, breach of the contractual terms of any lease, leave
and license agreements, or if any of the owners of these premises do not renew the agreements under which we occupy the
premises, or if they seek to renew such agreements on terms and conditions unfavorable to us, or if they terminate our
agreements, we may suffer a disruption in our operations and will have to look for alternate premises.
Given that our business operations are conducted on leased premises, any encumbrance or adverse impact, or deficiency in, the
title, ownership rights or development rights of the owners from whose premises we operate, breach of the contractual terms of
any lease or leave and license agreements, or any inability to renew such agreements on acceptable terms or at all may adversely
affect our business operations. In the event of relocation, we may be required to obtain fresh regulatory licenses and approvals.
Until we receive these, we may suffer disruptions in our operations and our business which may adversely affect our financial
condition.
Unless such lease documents are adequately stamped or duly registered, such documents may be rendered inadmissible as
evidence in a court in India or may not be authenticated by any public officer and the same may attract penalty as prescribed
under applicable law or may impact our ability to enforce these agreements legally, which may result in an adverse effect on
the continuance of our operations and business. For details in relation to our premises, see “Our Business – Our properties” on
page 216.
16. The manufacturing facility operated by our joint venture, Califonix Tech and Manufacturing Private Limited, manufactured
37.46% of total units of our products during the three month period ended June 30, 2025 and is subject to operating risks.
Any shutdown or other production problems caused by unforeseen events may reduce sales and adversely affect our
business, cash flows, results of operations and financial condition.
Our Company entered into a joint venture agreement dated January 17, 2022, with Dixon Technologies (India) Limited for the
formation of our joint venture, Califonix Tech and Manufacturing Private Limited, to manufacture and develop audio products.
Our joint venture enables us to localize production in India and supports a substantial portion of our domestic manufacturing
operations. For the three month period ended June 30, 2025, 37.46% of our total units manufactured were produced through
our joint venture, compared to 39.22% in Financial Year 2025. Accordingly, our Company’s dependency on our joint venture
increases our exposure to risks relating to over reliance on the joint venture. The table below outlines the volume of products
manufactured in India, including through our joint venture, Califonix Tech and Manufacturing Private Limited, during the three
month periods ended June 30, 2025, and 2024, and for Financial Years 2025, 2024 and 2023:
For the three month For the three month For the For the For the
Particulars period ended June period ended June Financial Year Financial Year Financial Year
30, 2025 30, 2024 2025 2024 2023
Units manufactured in 6,364,091 4,418,946 24,923,840 29,378,017 14,611,920
India (number)
Units manufactured in 75.83 80.95 71.00 74.86 39.65
India (as a percentage
of total units)
Units manufactured 3,143,923 2,616,634 13,766,234 7,478,752 NA*
through our joint
venture Califonix Tech
and Manufacturing
Private Limited
(number)
Units manufactured 37.46 47.93 39.22 19.06 NA*
through our joint
venture Califonix Tech
and Manufacturing
Private Limited (as a
percentage of total
units)
* Not Applicable, as manufacturing through our joint venture, Califonix Tech and Manufacturing Private Limited, began in the Financial
Year 2024.
As of the date of this Updated Draft Red Herring Prospectus-I, our joint venture operates a manufacturing facility at Uttar
Pradesh, which is subject to operating risks and may experience difficulties or delays in production as a result of occurrence of
the following events or any other events beyond its control:
• forced or voluntary closure of manufacturing plants, including as a result of regulatory actions;
40• problems with supply chain continuity, including as a result of natural or man-made disasters at any of our or our Joint
Venture’s manufacturing facilities;
• manufacturing shutdowns, breakdown or failure of equipment, equipment performance below expected levels of
efficiency, obsolescence of our equipment and production facilities, industrial accidents and the need to comply with
the directives of relevant government authorities;
• labour disputes, strikes, lock-outs that may result in temporary shutdowns or manufacturing disruptions;
• any changes in the availability of power or water availability which impacts the entire region;
• failure of a supplier to provide us with the critical raw materials or components for an extended period of time, which
could impact continuous supply; and
• changes in political relationships between India and the countries in which we export and local political tensions.
There have not been any instances of material disruptions in the production by our joint venture’s manufacturing facility in the
past which had an adverse effect on our business, financial conditions, cash flows and results of operations. However, we cannot
assure you that our business and financial results may not be adversely affected by any disruption of operations at our joint
venture’s manufacturing facilities, including as a result of any of the factors mentioned above. Given the share of units
manufactured through our joint venture, any such disruption may result in reduced availability of finished goods, delays in
fulfilling orders, and increased costs due to the need to shift production to third-party contract manufacturers or import finished
products. Disruption in our Joint Venture’s manufacturing operations may result in reduced production and reduced sales or
higher costs to arrange for alternative arrangements to meet our customer obligations.
17. We have experienced negative cash flows from operations for the three months period ended June 30, 2025 and Financial
Year 2023. Any negative cash flows in the future would adversely affect our cash flow requirements, which may adversely
affect our business and financial condition.
We have experienced negative cash flows from operations for the three months period ended June 30, 2025 and Financial Year
2023, primarily due to the increased investment in working capital requirement during the three months period ended June 30,
2025 and Financial Year 2023, and business loss in wearables segment during the Financial Year 2023. While, for the Financial
Year 2025, and Financial Year 2024 we have had positive cash generation from operations, we cannot assure you that our net
cash flows will be positive in the future and any negative cash flows in future could adversely affect our results of operations
and financial condition. For further details, see “Summary of Financial Information” and “Management’s Discussion and
Analysis of Results of Operations and Financial Condition — Cash Flows” on pages 73 and 382 respectively. The table below
sets out our cash flows for the periods/years mentioned below:
(in ₹ millions)
For the three month periods
For the Financial Years
ended June 30,
Particulars
2025 2024 2025 2024 2023
Net Cash flows generated from/(used (1,030.98) 1,052.97 4,415.81 3,934.07 (181.58)
in) operating activities
Net cash flow (used in) investing 855.61 125.81 (937.71) (374.18) (1,211.04)
activities
Net cash flow generated from/(used 33.35 (882.66) (3,238.66) (4,485.67) 2,335.71
in) financing activities
Net increase / (decrease) in cash (140.30) 308.53 233.23 (869.58) 870.26
and cash equivalents
18. We may face product returns, refunds and recalls, as well as product liability and warranty claims and legal proceedings, if
the quality of our products does not meet our customers’ expectations or causes harm to customers in the future, which may
adversely affect our business, reputation and results of operations.
Due to the nature of our business, we face a risk of our products containing quality issues or undetected errors or defects,
especially when first introduced or when new models or versions are released. These may result from the design or manufacture
of the product, or from the software or other components used in the product. We do set internal quality standards and implement
quality control processes across our business, however, we cannot assure you that we would be able to prevent or detect all
quality issues in a timely manner or at all. Such quality issues may result in customers returning defective products to us for a
cash refund or a replacement of their products during the warranty period of the products. Our products are sold with warranties
41that range from one to two years. For further details, see “Our Business — Description of Our Business — Quality Assurance
— Quality assurance for products received from suppliers and contract manufacturers” on page 211.
The table below sets out the details of the product replacement claims, warranty expenses, refund liabilities and provisions for
warranties for the periods/years mentioned below:
As at and for the three month
As at and for the Financial Years
periods ended June 30,
Particulars
2025 2024 2025 2024 2023
Warranty expenses (in ₹ million) 161.18 221.64 825.77 1,445.32 1,343.74
Warranty expenses as a percentage 2.57 3.91 2.69 4.64 3.98
of revenue from operations (in %)
Provision for warranties (in ₹ 479.54 557.56 489.94 534.75 220.85
million)
Provision for warranties as a 4.03 4.47 4.41 4.12 1.31
percentage of Total Liabilities (in
%)
Refund liabilities (in ₹ million) 500.00 619.66 590.00 559.66 420.87
Refund liabilities as a percentage of 4.21 4.97 5.32 4.31 2.50
Total Liabilities (in %)
Under our contracts with our distributors, in certain scenarios where there are high numbers of products returned by end-
consumers to the distributor, we may be required to buy back the remaining quantity of products at the price at which we
originally sold the product to the distributor. We cannot assure you0 that the rate and cost of us providing refunds or
replacements will not increase in the future. Increases in the rate of product returns may lead to customer dissatisfaction, which
may adversely affect our reputation, brand image, business and financial condition. For further details, see “Our Business —
Description of Our Business — Quality Assurances — Product warranties to consumers” and “Our Business — Description of
Our Business — Customer Service” on pages 211 and 214 respectively.
In addition, serious quality issues can expose us to product liability or recall claims in the event that our products fail to meet
the required quality standards or are alleged to cause harm to customers. We face the risk of legal proceedings and product
liability claims being brought against us by various entities including customers, distributors and government agencies for
various reasons including for defective products sold. While there have been no material instances of product recalls during the
three months ended June 30, 2025 and the past three Financial Years, in October 2024, we conducted a recall of the ‘Rockerz
80 Pro’ neckband due to safety-related concerns. As part of this recall, all inventory held by our online marketplaces, offline
retailers, and distributors was withdrawn, and the product has since been discontinued. The recall of the ‘Rockerz 80 Pro’
neckband was an exceptional occurrence and did not have any material adverse impact on our results of operations.
We cannot assure you that we will not have quality issues leading to product recall claims in the future which may adversely
affect our business, results of operations, financial condition and cash flows. Further, negative publicity as a result of product
recalls or customer complaints could lead to customer dissatisfaction, reputational damage and loss of consumer confidence in
our brand, especially in highly competitive product categories.
Should any new developments arise, such as a change in Indian law or rulings against us by courts, tribunals or other quasi-
judicial authorities, we may need to make provisions in our financial statements, which could increase our expenses and our
current liabilities. We cannot assure you that we will not experience any material product liability losses or product recalls in
the future or that we will not incur significant costs to defend any such claims, which could have an adverse effect on our
business, financial condition or results of operations. A product recall or a product liability claim may also adversely affect our
reputation and brand image, as well as entail significant costs in excess of our available insurance coverage, which may
adversely affect our reputation, business and results of operations.
19. There are outstanding legal proceedings pending against our Company, which, if determined adversely, could affect our
operations. We could suffer significant litigation expenses in defending these claims and could be subject to significant
damage awards or other remedies.
There are outstanding legal proceedings against our Company which are pending at different levels of adjudication before
various courts, tribunals, quasi-judicial authorities and appellate tribunals and, if determined adversely, could adversely affect
our reputation, business, results of operations, financial condition and cash flows. For further details of material legal
proceedings involving our Company, see “Outstanding Litigation and Material Developments – Litigation involving our
42Company” on page 392. The summary statement of outstanding litigations as of the date of this Updated Draft Red Herring
Prospectus-I is provided below:
Name of entity Criminal Claims in Statutory or Disciplinary Material civil Aggregate
proceedings relation to regulatory actions by the litigations* amount involved
tax proceedings SEBI or Stock (in ₹ million)^
proceedings Exchanges
against our
Promoters
Company
By our Company 2 Nil N.A. N.A. 2 64.65
Against our Company Nil 10 1 N.A. 2** 2,458.43
Promoters
By our Promoters Nil Nil N.A. N.A. Nil Nil
Against our Promoters Nil Nil Nil N.A. Nil Nil
Directors (excluding our Individual Promoters)
By our Directors Nil Nil N.A. N.A. Nil Nil
Against our Directors 1 2 2 N.A. 1 57.51
Subsidiaries
By our Subsidiaries Nil Nil N.A. N.A. Nil Nil
Against our Nil Nil N.A. 1** Nil
Nil
Subsidiaries
* Determined in terms of the Materiality Policy.
** This includes matters where the Dive Marketing Private Limited, one of our Subsidiaries, have been impleaded along
with our Company.
^ To the extent quantifiable.
As on the date of this Updated Draft Red Herring Prospectus-I, there are no outstanding criminal proceedings and/or statutory
or regulatory proceedings involving the Key Managerial Personnel and Senior Management. Further, there are no litigations
involving our Group Company which have a material impact on our Company.
The amounts claimed in these legal proceedings have been disclosed to the extent ascertainable and include amounts claimed
jointly and severally. If any new developments arise, such as a change in the applicable laws or rulings against us by courts,
tribunals or quasi-judicial authorities, we may need to make provisions in our financial statements that could increase our
expenses and current liabilities.
Further, in the ordinary course of our business, we may receive consumer protection claims, product liability claims, general
commercial claims related to the conduct of our business and the performance of our products, employment claims and other
litigation claims. Litigation resulting from these claims could be costly and time-consuming and could divert the attention of
management and key personnel from our business operations. Also, see “— We may face product returns, refunds and recalls,
as well as product liability and warranty claims and legal proceedings, if the quality of our products does not meet our
customers’ expectations or causes harm to customers in the future, which may adversely affect our business, reputation and
results of operations.” on page 41.
We cannot assure you that these legal proceedings will be decided in favor of our Company, or that no further liability will
arise out of these proceedings. Further, such legal proceedings could divert management time and attention and consume
financial resources. Any adverse outcome in any of these proceedings may adversely affect our profitability and reputation and
may have an adverse effect on our results of operations and financial condition.
20. There have been instances of non-compliance with certain provisions of the Companies Act, 2013 in the past in certain of
our corporate records and corporate filings. We cannot assure you that regulatory proceedings or actions will not be initiated
against us in the future which may impact our financial condition and reputation, and we will not be subject to any penalty
imposed by the competent regulatory authority in this regard.
While there have not been any instances of non-compliances for the three month periods ended June 30, 2025 and June 30,
2024, or the past three Financial Years, in the past we have not been in compliance with certain requirements of the Companies
Act, 2013 and we cannot assure you that we will not be subject to any penalties imposed by regulatory authorities in connection
with such matters in the future. We were delayed in filing e-Form MGT-14s with the Registrar of Companies, Maharashtra at
Mumbai pursuant to the provisions of Section 117 of the Companies Act, 2013, with respect to:
43A special resolution passed by the members at the extra-ordinary general meeting held on June 12, 2019, approving the offer
for subscription of 2,000 non-convertible debentures aggregating to ₹200 million on a private placement basis. Our Company
made an application on October 22, 2020, seeking condonation of delay in filing the relevant form. The Ministry of Corporate
Affairs, by way of its order dated January 15, 2021, under the signatures of Assistant Director, has approved the aforesaid
application for condonation of delay; and
a special resolution passed by the members at the extra-ordinary general meeting held on November 15, 2019, approving the
ESOP 2019. We made an application on January 25, 2022, seeking condonation of delay in filing the relevant form. The
Ministry of Corporate Affairs, by way of its order dated March 31, 2022, under the signatures of Deputy Director, has approved
the aforesaid application for condonation of delay.
Further, our Company has, inadvertently, made certain errors in its statutory / corporate filings with the RoC. For instance,
Form PAS-3 filed with the RoC in relation to the conversion of 2,559 Series A CCPS into 2,559 equity shares records the
premium amount for the allotment as ₹86,306.10 instead of ₹86,296.10. For details, see, “Capital Structure – Notes to Capital
Structure – Share capital history of our Company – Equity share capital history of our Company” and “Capital Structure –
Notes to Capital Structure – Share capital history of our Company – Preference share capital history of our Company” on
pages 92 and 95, respectively.
Additionally, certain corporate records in relation to the challans for the filings made with the RoC by our Company are not
traceable, and which is also confirmed by way of the search report dated March 31, 2025, issued by Mehta & Mehta, Company
Secretaries, (having peer review certificate bearing number 3686/2023).
While there have been no regulatory proceedings or actions initiated against us in relation to the aforementioned anomalies,
non-compliance, inaccuracies of the corporate records, we cannot assure you that regulatory proceedings or actions will not be
initiated against us in the future, or that we will not be subject to any penalty imposed by the competent regulatory authority in
this respect.
21. The examination report issued by our Statutory Auditors, for our Restated Consolidated Financial Information as of and
for the three month periods ended June 30, 2025 and June 30, 2024 and the Financial Years 2025, 2024 and 2023 includes
references to certain emphasis of matter.
The examination report on our Restated Consolidated Financial Information as of and for the three month periods ended June
30, 2025 and June 30, 2024 and the Financial Years 2025, 2024 and 2023, discloses certain emphasis of matter as set forth
below:
For the three months period ended June 30, 2025:
“We draw attention to Note 51 to the consolidated interim financial statements which more fully explains the effect of the prior
period errors pertaining to measurement of certain assets in the consolidated financial statements for the year ended 31 March
2025 and 31 March 2024. As explained in the said note, management has restated the carrying values of those assets and equity
as at 31 March 2025 and 31 March 2024 in accordance with the requirements of applicable Ind ASs.
Our opinion is not modified in respect of this matter.”
For the three months period ended June 30, 2024
“We draw attention to Note 49 to the special purpose consolidated interim financial statements which more fully explains the
effect of the prior period errors pertaining to measurement of certain assets in the Consolidated Financial Statements for the
year ended 31 March 2024. As explained in the said note, management has restated the carrying values of those assets and
equity as at 31 March 2024 in accordance with the requirements of applicable Ind ASs.
Our opinion is not modified in respect of this matter.”
For the year ended March 31, 2025
“We draw attention to Note 51 of the Consolidated Financial Statements, which details prior period errors related to
classification and disclosure for the year ended 31 March 2024. As stated, the comparative information has been restated in
line with applicable Ind AS requirements”
Our opinion is not modified in respect of this matter.”
There can be no assurance that any such emphasis of matter or qualification will not form part of our financial statements in
any future financial years, or that such emphasis of matter or qualification will not affect our financial results in future financial
years. For further details, see “Restated Consolidated Financial Information - Note No. 52” on page 352.
4422. We rely completely on third-party logistics providers for supply and transportation of our products to our customers and
distributors.
We do not own an in-house logistics facility and rely exclusively on third-party logistics providers. These third-party logistics
providers assist us in supply and transportation of our products from our manufacturing partners to us and from us to the online
marketplaces and our distributors, as well as the management of a part of our warehouse. However, our third-party logistic
providers’ ability to provide us with these services depends on a number of factors, some of which are beyond our or their
control. To the extent that our third-party logistics providers experience any disruptions or delays in their operations due to, for
example, disruptions in the technology they use to manage our supply chain, insufficient labour or transportation resources,
non-compliance with licensing or permit requirements, breakdowns in machinery or equipment, factors affecting road
transportation or its infrastructure, such as political unrest, bad weather conditions and natural disasters, our ability to deliver
products to our distributors could be disrupted. For instance, there has been an instance in the past where a fire broke out in one
of our small warehouses, operated by a third party in Mumbai. This resulted in disruption for a few days until we were able to
secure an alternate location to continue servicing our customers.
In addition, we experienced delays in deliveries during peak season demand and during the COVID-19 pandemic, which
affected transportation of our products and impacted delivery timelines temporarily. While these delays have not materially
affected our results of operations during the three months ended June 30, 2025, and the past three Financial Years, such delays
in the future could lead to increased logistics costs, which we may not be able to pass on to our customers under the terms of
our contracts with them. Such disruptions and costs could adversely affect our business, results of operations, financial condition
and cash flows. For further details relating to risks associated with supply chain dependencies, including third-party suppliers
and contract manufacturers, see “– We rely on a number of third-party contract manufacturers and component suppliers for
production of our products. Any shortage and cessation in supply from these contract manufacturers or component suppliers
could adversely affect our business, results of operations, financial condition and cash flows” on page 33.
Further, in certain instances, our third-party logistics providers may interact directly with end-customers of our products, and
their performance directly affects our brand image, reputation and customers’ experience. Any negligence or unprofessional
conduct by the third-party logistic providers resulting in unsatisfactory customer service, or breach of our policies and
procedures, such as theft of shipments or cash received from customers upon delivery or engaging in other fraudulent activities,
violation of laws and regulations or delayed deliveries, may adversely impact the customer experience. Due to the large
shipment volumes handled through our third-party logistics providers, we cannot assure you that we would be able to identify
every incident of inappropriate, illegal or fraudulent activities involving our platform, or prevent all such incidents from
occurring. Such occurrences may cause us to lose customers, suffer reputational damage or incur financial losses, which would
adversely affect our business, results of operations, financial condition and cash flows.
While a sufficient number of alternative logistic providers are available to deliver our products if our third-party logistic
providers are not able to make a delivery, such deliveries may be disrupted or delayed or incur additional cost to us, which
could have an adverse effect on our business, results of operations, financial condition and cash flows.
23. The strength of our flagship “boAt” brand, our sub-brand “Nirvana” and other brands is crucial to our success and we may
not succeed in continuing to maintain and develop our brands.
Our flagship “boAt” brand along with our premium sub-brand “Nirvana” (offering premium products) and other brands is key
in the sale of our products, and our future success and competitiveness may be influenced by the performance of our flagship
brand “boAt”, sub-brand “Nirvana” and other brands, as well as our ability to communicate effectively with our target customers
through consistent and focused marketing messages. We launched our sub-brand “Nirvana” for premium priced audio
experience in 2023 as part of our strategic initiative to diversify our product portfolio and target new customer segments. As
the sub-brand is still in its early stages of development, its contribution to our overall revenue and profitability remains limited.
The success of “Nirvana” is subject to various factors, including consumer awareness, brand positioning, customer acceptance,
competitive dynamics, and effective marketing and distribution strategies. Maintaining and enhancing the reputation of our
“boAt” brand and our sub-brand “Nirvana”, both of which are owned by our Company, is critical to our future success and
competitiveness. Various factors, including any adverse publicity regarding our brand ambassadors and unsuccessful product
introductions, may have a negative effect on our reputation and erode our brand image. For instance, there could be negative
public perception of our brand and products relating to product quality issues and after-sales customer service. Further,
unfavourable publicity or social media coverage regarding our products, offerings, marketing strategies, technology or operating
performance, could adversely affect our reputation. For instance, in April 2024, a user claimed on social media that boAt
products are of poor quality and do not provide adequate warranty services. While there was no formal complaint filed, the
occurrence of such adverse publicity may adversely affect our business, results of operations, financial condition and cash
flows.
45Also, insufficient investments in marketing and advertisements towards brand building could also erode or impede the
development of our brands. The table below set forth details of our advertisement and promotion expenses, for the periods/years
mentioned below:
For the three month periods
For the Financial Years
ended June 30,
Particulars
2025 2024 2025 2024 2023
Advertisement and promotion 531.95 809.56 3,897.18 3,656.87 4,276.45
expenses (in ₹ million)
Advertisement and promotion 8.47 14.27 12.68 11.73 12.66
expenses, as a percentage of our
revenue from operations (%)
For further details, please see, “Objects of the Offer – Funding brand and marketing expenses towards enhancing the awareness
and visibility of our products and brand” on page 130. Advertisement and promotion expenses includes expenses incurred by
our Company on, among others, visibility spends, digital marketing, influencer and celebrity costs and others. We continue to
expend resources on establishing and maintaining our flagship brand “boAt”, sub-brand “Nirvana” and other brands. However,
no assurance can be given that our brands will be effective in attracting and growing our customer base or that such efforts will
be successful and cost-effective. For details, see “Our Business – Description of our Business – Intellectual Property” on page
214. Any impairment of our reputation or erosion of our flagship “boAt” brand or the “Nirvana” sub-brand or failure to optimize
our brand in the marketing of our products could have an adverse effect on our ability to retain our current customers and attract
new customers and therefore, on our sales and profitability.
24. Our revenue from the sale of wearable products has decreased during the past three Financial Years and we cannot assure
you that will be able to reverse this trend or achieve sustainable growth in this category.
We have experienced a decline in revenues from our wearable category, as follows:
For the three month For the Financial Years ended March
periods ended June 30, 31
Particulars
2025 2024 2025 2024 2023
Total revenue – Wearables (in ₹ million) 796.17 686.74 3,304.14 5,502.96 9,015.60
Growth in Total revenue – Wearables (in 15.93 NA* (39.96) (38.96) NA*
%)
*Not applicable as no comparative period available.
This decrease may be attributable to several factors, including increased market competition, shifting consumer preferences,
including recent decline in industry-wide demand and declining average selling prices. If we are unable to effectively respond
to these challenges such as through innovation, product differentiation, or targeted marketing, and sustain our increase in
revenues from the wearables category achieved in three months period ended June 30, 2025 as compared to the three months
period ended June 30, 2024, our ability to regain growth momentum in the wearables category may be adversely affected.
The wearables market is characterized by rapid technological change and evolving customer expectations. Our inability to
introduce new or enhanced wearable products, despite our focus on research, that align with consumer trends, or to do so in a
timely and cost-effective manner, could result in further loss of market share. Additionally, macroeconomic conditions affecting
consumer discretionary spending could disproportionately impact sales of wearables. Continued weakness in the performance
of our wearables category could adversely affect our overall business, results of operations and cash flows.
25. If we fail to successfully identify and respond to changing customer preferences and market developments, diversify our
product categories and keep up with technological advances in a cost-effective and timely manner, our ability to generate
revenues and grow our business may be adversely impacted.
The markets for the product categories that we offer are characterized by shifting technology, evolving industry standards,
changing consumer preferences and demand for features, and constant product innovation. Our success in part depends on our
ability to anticipate, gauge and react to changes in customer tastes for our product categories and products, as well as to where
and how customers shop for these products, and our ability to enhance existing products and technology, develop new product
categories and bring products to the market in a timely and cost-effective manner as well as operate within substantial
production and delivery constraints. The competitiveness of our product portfolio depends on our ability to introduce new and
46innovative products within existing and new product categories on a timely and continuous basis and enhance existing products
with improved features including higher voice clarity, longer battery life, among others, while maintaining their cost
effectiveness. If we are unable to innovate or adapt our products in a timely manner, we may face risks of product obsolescence
or loss of relevance in the market.
Customer preferences in the markets in which we operate are dynamic and often difficult to predict. Changes in consumer
preferences or the introduction of new products by competitors could affect our results of operations. While we endeavour to
provide value-for-money offerings, there is no assurance that our customers will continue to prefer our products over higher-
priced alternatives. Additionally, any unauthorized disclosure of information regarding new products, features, or technologies
prior to their official launch could diminish the impact of our product introductions. While we have not encountered any such
information leaks in the three month periods ended June 30, 2025 and June 30, 2024, and the past three Financial Years, any
failure to effectively manage product launches may negatively impact our business, financial condition, and results of
operations.
We continually work to stock new product categories and products, maintain and enhance the recognition of our brands, achieve
a favourable mix of products, and refine our approach as to how and where we market and sell our products. However, if we
fail to adapt to evolving customer preferences and market expectations, we may experience reduced customer acquisition, lower
product sales, and increased inventory levels, which may require us to write off unsold or obsolete inventory. This could
materially and adversely affect our business, results of operations, financial condition, and cash flows.
Further, in order to develop and introduce new product categories and products, we invest in research and development activities
and have set up a dedicated research and development team. We have over 100 engineers working in boAt Labs as on June 30,
2025, compared to 107 engineers as of April 1, 2023, and have invested significant financial and non-financial resources in
developing our own operating system for our wearables, known as Crest OS, and also in integrating our acquisition of KaHa
Pte. Ltd. See “Our Business – Description of our Business – Research and Development” on page 207. Further, we may need
to incur significant research and development costs, obtain and evaluate feedback from our customers and distributors and
analyze customer usage patterns. Our growth strategies include investing in our research and development capabilities and
technology partnerships to develop new and innovative products within existing as well as new categories.
We cannot assure you that our research and development efforts or our obtaining feedback from customers will continue to be
successful or that the new or innovative products that we may develop in the future will achieve broad market acceptance or
help us gain more market share in any of our product categories and may affect our business and results of operations.
26. Any delay in payment of statutory dues by our Company in future, may result in the imposition of penalties and in turn may
have an adverse effect on our Company’s business, financial condition, results of operation and cash flows.
Our Company is required to pay certain statutory dues including provident fund contributions and employee state insurance
contributions as indicated in the tables below. The table below sets forth the details of the statutory dues paid by our Company,
including in relation to our employees for the periods/years indicated below:
Three month periods ended June 30, Financial Year
2025 2024 2025 2024 2023
Nature of
payment Statutory Statutory Statutory Statutory Statutory
Number Number Number Number Number
dues dues dues dues dues
of of of of of
paid (in ₹ paid (in ₹ paid (in ₹ paid (in ₹ paid (in ₹
employees employees employees employees employees
million) million) million) million) million)
EPF 499 15.07 481 13.91 480 58.15 472 48.30 400 30.71
ESIC - - 1 0.00 - 0.01 1 0.01 1 0.04
Professional 212 0.13 220 0.13 209 0.52 210 0.48 171 0.38
Tax
GST Nil 1,347.50 Nil 1,394.12 Nil 6,546.66 Nil 7,717.80 Nil 7,908.08
TDS Nil 99.21 Nil 80.56 Nil 336.54 Nil 315.05 Nil 295.77
Tax Nil 0.01 Nil 0.24 Nil 1.27 Nil 0.93 Nil 0.29
collected at
47Three month periods ended June 30, Financial Year
2025 2024 2025 2024 2023
Nature of
payment Statutory Statutory Statutory Statutory Statutory
Number Number Number Number Number
dues dues dues dues dues
of of of of of
paid (in ₹ paid (in ₹ paid (in ₹ paid (in ₹ paid (in ₹
employees employees employees employees employees
million) million) million) million) million)
source
(GST)
Our Company has not made any delays in the requisite payments of all employee related statutory dues, payments, taxes and
other statutory contributions, in accordance with applicable laws, including the Employees’ Provident Fund and Miscellaneous
Provisions Act, 1952 (“EPF Act”), Employees State Insurance Corporation Act, 1948 (“ESIC Act”), Income Tax Act, 1961,
various central and state specific tax laws such as the goods and service tax acts and laws, and professional tax legislations and
various state specific labour welfare fund legislations and rules, as applicable, except as disclosed below for the periods/years
indicated below:
For the three month periods
For the Financial Year
Delayed payment ended June 30,
2025 2024 2025 2024 2023
EPF (in ₹ million) 0.00 0.04 0.05 0.22 0.43
ESIC (in ₹ million) Nil Nil Nil Nil Nil
Professional Tax (in ₹ million) Nil Nil Nil Nil 0.02
GST (in ₹ million) Nil Nil Nil Nil 433.75
TDS (in ₹ million) Nil Nil 31.08 23.88 15.00
Tax collected at source (GST) (in Nil Nil Nil Nil Nil
₹ million)
Total (in ₹ million) 0.00 0.04 31.13 24.10 449.20
While these delays were primarily due to technical issues and administrative errors and our Company has subsequently made
payment of all pending statutory dues, we cannot assure you that we will not incur delays in payment of statutory dues in the
future. Further, any failure or delay in payment of such statutory dues may expose us to statutory and regulatory action, as well
as significant penalties, which may adversely impact our business, results of operations, cash flows and financial condition.
27. We make prepayments to certain suppliers and contract manufacturers and may incur cancellation fees or have to write
down our inventory, if we are unable to forecast demand, identify and respond to changing customer preferences and market
developments and keep up with technological advances.
We procure finished products directly from our contract manufacturers and suppliers and stock our inventory in advance of
product shipments. As such, we make prepayments to certain suppliers and contract manufacturers in order to secure our
inventory. We acquire our products through a combination of purchase orders and supplier contracts, in each case based on
projected demand. In the event that there is an abrupt and substantial decline in demand for one or more of our products, a
change in our product development plans, or an unanticipated change in technological requirements for any of our products,
we may be required to record additional accruals for cancellation fees that may be payable with respect to such orders, which
would adversely affect our results of operations. For instance, in Financial Year 2024, our Company had entered into an
agreement with a third party vendor located overseas and paid advances worth US$22,000. Subsequently, the market dynamics
for the demand of the product changed, which led to our Company cancelling the order. Additionally, we may be exposed to
the risk of our products becoming obsolete or being substituted by these alternatives. As a result, our customers may defer or
cancel orders for our existing products due to introduction of alternative products, which may be much more suitable and
preferred as options. The table below set forth details of our provisions for slow moving and obsolete or cost of scrapped goods
held as inventory, for the periods/years mentioned below:
48For the three month periods
For the Financial Years
ended June 30,
Particulars
2025 2024 2025 2024 2023
Provisions for slow-moving and 585.72 419.59 550.56 1,120.74 335.86
obsolete items (₹ in million)
Cost of goods that have been scrapped 63.37 365.93 511.78 737.27 300.86
(₹ in million)
While we perform a detailed review of our inventory based on multiple factors including demand forecasts, product life cycle
status, product development plans, current sales levels and component cost trends, certain of our inventories may lose value in
the future due to circumstances including future demand or market conditions for our products being less favorable than
forecasted, unforeseen technological changes or changes to our product development plans that negatively impact the utility of
any of our inventories, or significant deterioration in the financial condition of one or more of our suppliers to whom we have
made an inventory prepayment. We cannot assure you that we will be able to sell such inventories in a timely manner or at all.
Our inability to do so may require us to record write-downs of our inventory, which may adversely affect our financial condition
and operating results.
28. We have a significant amount of goodwill on our balance sheet, which represents a major component of our non-current
assets. Any impairment of this goodwill may adversely affect our business, results of operations, financial condition and
cash flows.
As of June 30, 2025, we had goodwill amounting to ₹2,034.54 million, representing approximately 46.16% of our total non-
current assets of ₹4,407.41 million and 11.83% of our total assets of ₹17,205.33 million. This goodwill primarily arose from
the acquisition of KaHa Pte. Ltd. and its subsidiaries during the Financial Year 2022. The value of goodwill reflects the premium
paid over the fair value of identifiable net assets, based on expectations of synergies, future growth and is primarily attributable
to the enhancement of our innovation capabilities and the strengthening of our software capabilities in the wearables segment.
The carrying value of goodwill is subject to annual impairment testing or more frequently if events or changes in circumstances
indicate that the asset may be impaired. Such evaluations require management judgment and estimates, including those relating
to forecasted revenues, discount rates and market conditions. Adverse developments such as underperformance of the acquired
business, changes in technology, regulatory shifts, or macroeconomic factors could lead to impairment of goodwill. Any such
impairment would result in a non-cash charge to our statement of profit and loss and could adversely affect our business, results
of operations, financial condition and cash flows.
While there was no impairment of goodwill during the three month periods ended June 30, 2025 and June 30, 2024, and during
the Financial Years 2025, 2024 and 2023, there can be no assurance that goodwill recorded in our financial statements will be
fully recoverable in the future or that it will not be subject to impairment, which may negatively impact our profitability and
return on equity.
29. We have certain contingent liabilities, which, if they materialize, may affect our results of operations, financial condition
and cash flows.
The following table sets forth our contingent liabilities as of June 30, 2025, as derived from our Restated Consolidated Financial
Information:
Particulars As of June 30, 2025
Indirect Tax Matters (in ₹ million) 2,408.43
Dividend on 0.01% Cumulative Compulsorily Convertible preference shares of ₹6,000 each (in ₹
0.05
million)
If a significant portion of these liabilities materialize, it could have an adverse effect on our results of operations and financial
condition however, our Company expects no significant outflow of liability. Further, we cannot assure you that we will not
incur similar or increased levels of contingent liabilities in the future. For details, see “Restated Consolidated Financial
Information – Note No. 33” on page 316.
30. We may be unable to enforce our rights under some of our agreements in relation to our contract manufacturers and other
suppliers or under our agreements with our distributors, strategic partners or with various brand ambassadors on account
of insufficient stamping and non-registration.
We enter into manufacturing and supply, distribution, delivery services, joint venture and endorsement agreements with our
contract manufacturers or suppliers, distributors, strategic partners, and our brand ambassadors. Some of the agreements
49executed by us may be inadequately stamped or not registered, as the case may be. Inadequately stamped documents while not
illegal cannot be enforced in a court of law until the applicable stamp duty, with penalty, has been paid and could impact our
ability to timely enforce our rights under the agreements. In addition, we may not be able to recover the dues, if any, pending
in the course of the transaction or owing to any breach of the contract as a result of non-execution or inadequate stamping of
the documents. Although, we have yet not faced any such issues as a result of inadequate stamping, we cannot assure you that
we will not be adversely affected in the future if the relevant Government authorities were to take a differing view on the value
of applicable stamp duty on the agreements entered by us.
31. We operate in an industry with several competitors, including large and established ones as well as organized and
unorganized market participants, and we may fail to compete successfully against existing or new competitors, which may
reduce the demand for our products and services which may lead to reduced prices, operating margins, profits and further
result in loss of market share across product categories.
We operate in an industry with several competitors, and face competition from domestic and international competitors in the
markets in which we operate. Our competitors include legacy audio brands and foreign brands, emerging Indian brands, Chinese
smartphone OEMs, as well as private labels of online marketplaces. We also face competition from direct-to-consumer brands
and international brands expanding into the Indian market, which may offer aggressive pricing, bundled products or product
specifications that are positioned to attract our target customers. In addition, we face competition from both organized and
unorganized market participants, including those offering both branded and unbranded products. For further details, see “Our
Business — Description of Our Business — Competition” on page 214.
Some of our existing and potential competitors may have greater brand recognition in India or globally, longer operating
histories, and access to more extensive financial, research, distribution, and technological resources compared to us. They may
also benefit from a lower cost of capital, more experienced management teams, lower production costs or the ability to offer
lower prices, higher discounts, or a wider range of products, including audio products with similar features, to gain market
share, and stronger sales and marketing capabilities. Additionally, our competitors may engage in mergers, acquisitions, or
strategic collaborations, including collaborations with dealers and distributors of our products, which could strengthen their
competitive position and enable them to offer lower-cost alternatives. New and emerging direct-to-consumer brands, including
those leveraging digital channels, may also be able to scale quickly and reach our target customers, especially young, digitally
native and technology and trend-conscious customers. New competitors may also enter the market at any time, increasing
competition. Some of our competitors may be able to secure more favorable terms with our manufacturing partners or respond
more quickly to evolving technologies and customer preferences, leveraging established customer loyalties to limit our market
penetration. As a result of these dynamics, competition in each of our product categories has the ability to directly influence
our pricing strategies, which in turn affects our operating margins and profitability, and further our market share in such
categories. For the Financial Year 2025, we were ranked #1 in India among branded personal audio companies with a market
share of 26% in value terms and 34% in volume terms (Source: Redseer Report). We cannot assure you that we will be able to
retain our market share, and increasing competition may affect our pricing strategies and overall profitability. If we do not
continue to differentiate our products through distinctive features, competitive pricing, and innovative design, while
simultaneously strengthening our brand recognition, our ability to retain and expand our market share may be adversely
affected, potentially resulting in lower revenues operating margins and profitability.
The table below sets out the details of our capital expenditure, research and development expenses and advertisement and
promotion expenses for the periods/years mentioned below:
For the three month
For the Financial Years
periods ended June 30,
Particulars
2025 2024 2025 2024 2023
Capital expenditure*(^) (in ₹ million) 18.43 7.19 64.34 606.58 607.16
Capital expenditure* as a percentage 0.29 0.13 0.21 1.95 1.80
of revenue from operations (%)
Research and development expenses 99.45 109.93 394.74 525.49 529.45
(1) (in ₹ million)
Research and development expenses 1.58 1.94 1.28 1.69 1.57
as a percentage of revenue from
operations (%)
Advertisement and promotion 531.95 809.56 3,897.18 3,656.87 4,276.45
expenses (in ₹ million)
50For the three month
For the Financial Years
periods ended June 30,
Particulars
2025 2024 2025 2024 2023
Advertisement and promotion 8.47 14.27 12.68 11.73 12.66
expenses as a percentage of revenue
from operations (%)
(1) Research and development expenses includes cost of research and development employees salary.
* Capital expenditure as disclosed under Segment Information in the Restated Consolidated Financial Information.
^ Primarily relates to plant and equipment, computers, office equipment, furniture and fixtures and intangible assets such as software, patents
and trademarks.
We cannot assure you that we will have sufficient resources to make these investments or that we will be able to make the
technological advances necessary to be competitive. If we fail to effectively compete, including any delays in responding to
changes or new entrants in the industry and the market, we may also have to incur additional costs and expenses to effectively
compete. Increased competition could result in, among other things, a slowdown in the growth of our corporate customers, a
loss of our market share, price reductions, reduced demand for our products, reductions in revenues and reduced margins and
profitability.
32. We may not be able to adequately protect our flagship “boAt” brand, other brands and intellectual property and may be
subject to claims that we infringe on the intellectual property rights of others, each of which could harm our business.
We depend on our flagship brand, “boAt”, “Nirvana” sub-brand and other brands for their brand image and their consumer
recognition. See “Our Business — Our Strengths — The “boAt” brand has significant brand equity, strong market positioning
and a clear value proposition” on page 188. We cannot assure you that our other brands will have similar growth, visibility and
awareness as our “boAt” brand. We rely on a combination of copyrights, trademarks, patents, design, trade secret laws and
contractual obligations to protect our intellectual property. For details of intellectual property owned by us, see “Our Business
– Intellectual Property” on page 214.
Unless our intellectual property is registered and continues to remain so, our ability to use our intellectual property rights may
be restricted, which could adversely affect our brand image, goodwill and business. Some of our intellectual property’s
registrations may expire in accordance with the standard grant of registration duration. While we intend to defend against any
potential or future threats to our intellectual property, we cannot guarantee that these or any other intellectual property protection
measures will be sufficient to prevent misappropriation of our intellectual property. For instance, in the past, one of our
trademark applications had been opposed, albeit unsuccessfully, in India, relating to the mark “Stone”. However, the same was
disposed in favor of our Company and, the mark “Stone” has subsequently been registered in the name of our Company,
effective from August 4, 2018. Our inability to secure a trademark could adversely impact our business and operations.
We will also oppose the intellectual property proposed to be registered by third parties which are deceptively similar to or may
potentially infringe our Company’s trademarks. For instance, our Company has filed a suit against a third party named Exotic
Mile alleging infringement, passing off, unfair competition of its’ trademarks, taglines, product names against the trademark
“BOULT”, which is phonetically and deceptively similar to our Company’s trademarks “boAt” in September 2019, and the
Hon’ble Delhi High Court passed an injunction in favour of our Company restraining Exotic Mile from using the impugned
marks, Exotic Mile thereafter filed an appeal against the injunction granted in favour of our Company. However, our Company
had filed a special leave petition on March 5, 2025, before the Hon’ble Supreme Court of India (“Supreme Court”), to expedite
the proceedings. On March 21, 2025, the Supreme Court disposed off the special leave petition on account of the suit being
listed for hearing before the Hon’ble Delhi High Court, and subsequently, on September 15, 2025, the Delhi High Court passed
an order to dispose off the appeal and Exotic Miles was restrained to use said trademarks as stated in the order. For further
information, see “Outstanding Litigation and other Material Developments – Litigation involving our Company – Material
outstanding civil litigation involving our Company” on page 392.
We operate in a highly competitive market where similar product designs, features, packaging, and branding are commonly
employed by other companies and brands. This environment makes it challenging to enforce our intellectual property rights,
particularly when faced with competing claims or similarities. Despite our enforcement efforts, instances of infringement such
as unauthorized use of our proprietary designs, software features, or user interfaces by competitors or counterfeiters may occur.
If we are unable to effectively protect and enforce our intellectual property rights, it may impair our ability to differentiate our
brand in the market, negatively impact customer perception, and ultimately have an adverse effect on our business, revenue
from operations, financial condition, and cash flows.
The levels of protection and means of enforcement for intellectual property rights in India differ from those in other
jurisdictions, and we may not always obtain favorable outcomes in litigation or be able to successfully defend in proceedings
instituted against our Company. In the event that the steps we have taken, and the protections afforded by law do not adequately
51safeguard our brands, we could suffer losses in revenues and profits due to competing sales of products unlawfully produced
based on our proprietary intellectual property, which may have an adverse effect on our business, results of operations, financial
condition and cash flows.
We update and modify our products to keep abreast with prevalent technology. While we obtain licenses of third-party
intellectual property prior to their usage, we cannot assure that our products do not or will not inadvertently infringe third party
intellectual property rights, which may expose us to claims and legal proceedings.
In addition, we typically enter into non-disclosure agreements and non-competition agreements with certain of our distributors
and suppliers to protect our proprietary rights. While we have not encountered breaches of such agreements in the past, we
cannot assure you that (i) such non-disclosure or non-competition agreements will not be breached; (ii) we will receive adequate
remedies for any breach; or (iii) third parties will not otherwise gain access to our trade secrets or proprietary knowledge and
that any inability to patent new processes and protect our proprietary information or other intellectual property could adversely
affect our business.
33. Our use of online media, cricketers, musicians, social media influencers, television personalities and celebrities as part of
our marketing strategy may adversely affect our business and demand for our products.
Our marketing strategies focus on creating awareness of our platform and flagship “boAt” brand and other brands building
platform loyalty, fostering word of mouth reviews and driving customer acquisition and engagement. For details, see “Our
Business – Description of our Business – Marketing and Advertising” on page 212. Our continued success depends on our
ability to articulate a differentiated brand identity to a broad and demographically diverse consumer segment. One of the
elements of our strategy includes engaging various prominent personalities including cricketers, musicians, social media
influencers, television and film personalities and celebrities, maintaining a presence on social media platforms and within the
peer-to-peer multimedia community. We rely on such personalities for our marketing campaigns and endorsements, such as
through them being our community of brand ambassadors. Celebrity appeal in India is subject to shifts in audience sentiment,
industry trends and the cycle of social-media commentary. The risks of engaging with brand ambassadors, such as influencers
and celebrities, include:
• any deterioration in our relationship with our brand ambassadors or damage to the reputation of such influencers or
celebrities,
• our relationships with influencers and celebrities may not always include contractual commitments to continue to be
supportive of our brands or products;
• changes in audio and wearables trends, consumer sentiment or public perceptions of our brands could adversely
impact our relationships with influencers and celebrities;
• any negative publicity created by an influencer or celebrity in a sponsorship initiative who we formerly engaged or
who is no longer supportive of our brands;
• influencers and celebrities (including their ecosystem) could engage in behavior damaging the reputation of such
influencers or celebrities;
• deterioration in popularity of or controversies involving any of the celebrities or influencers engaged by us;
• if we were held responsible for the content posted by influencers or their actions, and such posts were found to be
illegal or inappropriate, we could be fined or forced to alter our practices, even when we may not always prescribe
what our influencers post or act or promote.
• influencers may use their platforms to communicate directly with our consumers without our knowledge in a manner
that reflects poorly on our brands and may be attributed to us; and
• any drop in influencers’ or celebrities’ satisfaction to endorse our products, brand, our platform, or consumer
experience.
As social media platforms continue to rapidly evolve and new platforms continue to develop, we continue to maintain a strong
presence on these platforms and stay relevant on new or emerging trends on popular social media platforms. While there has
been no such instance of a social media post by an influencer which has had a materially adverse impact on the business and
operations of our Company, any negative publicity on social media platforms by third parties, including vendors, employees,
or other individuals, regarding our company, products, or affiliated influencers and celebrities, may adversely impact our
reputation. Additionally, employees’ personal or unapproved posts that are inconsistent with our policies may be perceived as
public statements, potentially leading to reputational harm. While we have not experienced any such instances of negative
52commentary on social media that have materially and adversely affected our results of operations during the three month period
ended June 30, 2025, or the past three Financial Years, we cannot assure you that such instances will not occur in the future.
Our marketing strategy involves celebrity and influencer endorsements, event sponsorships, and social media campaigns. These
efforts may not always lead to long-term customer retention, especially in a price-sensitive market with frequent product
launches and shifting celebrity associations. Negative publicity involving endorsers could also adversely impact our brand,
business, financial condition, and results of operations.
Furthermore, as laws, regulations, policies governing digital platforms and public opinion rapidly evolve to govern the use of
these platforms, the failure by us, our employees, our network of influencers or celebrities or any third parties acting at our
direction to abide by applicable laws, regulations, policies and guidelines in the use of these platforms or in the process of
content creation for us or otherwise could subject us to regulatory investigations, liability, fines or other penalties and have an
adverse effect on our business, financial condition and results of operations. In addition, an increase in the use of social media
for product promotion and marketing may cause an increase in the burden on us to monitor compliance of such materials and
content.
Moreover, the costs to enter into relationships with influencers and celebrities or engage in sponsorship initiatives may also
increase over time, which may also negatively impact our results of operations. If we are unable to cost-effectively use social
media platforms as marketing tools or if the social media platforms we use change their policies or algorithms, we may not be
able to fully optimize such platforms, and our ability to maintain and acquire customers and our financial condition may be
adversely affected.
In addition, due to our digital first presence and business model, we may be susceptible to negative publicity and allegations
relating to our products. Such negative publicity could damage our brand image, even if the reviews and allegations are
ultimately untrue. We cannot assure you that we will be able to maintain our brand image online. Any damage to our brand
image in the online sphere may reduce demand for our products, adversely affecting our business, reputation, results of
operations, financial condition and cash flows.
34. Significant disruptions of our information technology systems or breaches of data security could adversely affect our
business.
Our business is dependent upon increasingly complex and interdependent information technology systems, including internet-
based systems, to support business processes, sales and marketing as well as internal and external communications. Our ability
to operate and remain competitive may depend, in part, on our ability to maintain and upgrade our information technology
systems in a timely and cost-effective manner. We use an enterprise-grade e-commerce platform to manage orders and process
payments for orders placed by customers on our website. The platform has in-built data encryption to safeguard sensitive
information that it may be processing. We store sensitive data, including intellectual property, our business information and
that of our customers, suppliers and business partners, on our networks. Our reliance on our information technology systems
may render us vulnerable to network disruptions, breakdowns, malicious intrusions or computer viruses. Most of our systems
are hosted on third-party cloud systems with in-built high-availability and disaster-recovery mechanisms. Although we have
not experienced any significant disruptions to our information technology systems or security breaches of third-party cloud
facilities in the past that had a material adverse impact on our business, we cannot assure you that we will not encounter such
disruptions or breaches in the future.
Our products such as TWS, smartwatches and smart rings incorporate “internet of things” features and are frequently paired
with users' mobile applications. These products collect and process different categories of personal and behavioral data,
exposing us to heightened cybersecurity and data privacy risks, particularly in the event of unauthorized access, data breaches,
or misuse of such personal information any future unauthorized access to or leakage of user data could subject us to regulatory
scrutiny, penalties, and legal proceedings. Such incidents may also negatively affect customer trust and brand reputation,
potentially resulting in adverse impacts on our business, results of operations, financial condition, and cash flows.
It may be possible that unauthorized individuals could improperly access our systems, or improperly obtain or disclose sensitive
data that we process or handle. There have been instances in the past where there has been a threat of a data breach. For instance,
in March 2024 we received an email from a suspected threat actor on multiple mailboxes claiming to have data that contains
sensitive information pertaining to our customers. While we lodged a complaint and our Company did not face any adverse
impact, we took steps to identify gaps and risks in our cyber security, there can be no assurance that such an incident may not
occur again. The occurrence of any such breach of security, actual or perceived, could harm our reputation and brand image. In
addition, the economic costs to us to eliminate or alleviate cyber or other security problems, bugs, viruses, worms, malicious
software systems and security vulnerabilities could be significant and may be difficult to anticipate or measure. Because the
techniques used by computer programmers and hackers to access or sabotage networks change frequently and generally are not
recognized until after they are used, we may be unable to anticipate or immediately detect these techniques. This could impede
our sales, manufacturing, distribution or other critical functions, which could adversely affect our business. Further, data
53security breaches could lead to the loss of intellectual property or could lead to the public exposure of personal information
(including but not limited to sensitive financial and personal information) of our customers, distributors, suppliers, business
partners or employees. Data security breaches could also include personal data and identifiers of our users of wearable products,
which are connected through IoT. Any such security breaches or compromises of our technology systems could result in
institution of legal proceedings against us and potential imposition of penalties, which may have an adverse effect on our
business, reputation, profitability and results of operations.
In addition, we face risks relating to compliance with applicable laws, rules and regulations relating to the collection, storage,
use, sharing, disclosure, protection and security of personal information, as well as requests from regulatory and government
authorities relating to such data. These laws, rules, and regulations evolve frequently, and their scope may continually change,
through new legislation, amendments to existing legislation, and changes in enforcement. In addition, many laws and
regulations relating to privacy and the collection, storing, sharing, use, disclosure, and protection of certain types of data are
subject to varying degrees of enforcement and new and changing interpretations by courts or regulators. For instance, the
Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules,
2011 (“IT Security Rules”) prescribe directions for the collection, disclosure, transfer and protection of sensitive personal data
by a body corporate or any person acting on behalf of a body corporate. The IT Security Rules require us to maintain a privacy
policy for handling and dealing with personal information, including sensitive personal data, ensuring security of all personal
data collected by it and publishing such policy on its website. The IT Security Rules further require that all such personal data
be used solely for the purposes for which it was collected and any third-party disclosure of such data is made with the prior
consent of the information provider, unless contractually agreed upon between them or where such disclosure is mandated by
law. Further, the Digital Personal Data Protection Act, 2023 (“Data Protection Act”) provides for collection and processing
of digital personal data by persons, including companies. As a significant data fiduciary, we are required to fulfil certain
obligations under the Data Protection Act including appointment of data protection officer who will be point of contact between
such fiduciaries and individuals for grievance redressal. Further such data fiduciaries will also be required to appoint an
independent data auditor who will evaluate their compliance with the Data Protection Act. The relevant rules for the
enforcement of the Data Protection Act have not been published and notified.
Changes in laws or regulations relating to privacy, data protection, and information security, particularly any new or modified
laws or regulations, or changes to the interpretation or enforcement of such laws or regulations, that require enhanced protection
of certain types of data or new obligations with regard to data retention, transfer, or disclosure, could require us to modify our
existing systems or invest in new technologies to ensure compliance with such applicable laws, which may require us to incur
additional expenses.
35. We depend on external technology partners for their proprietary technologies in our app-connected products (audio and
wearables). Any delay, defect or failure in obtaining or integration of the proprietary technologies may affect user
experience, perception of our brand and demand for our products, which could adversely affect our business, results of
operations, financial condition and cash flows.
Our app-connected products (audio and wearables) depend on software applications and operating systems to function as
intended and to provide the desired user experience. We collaborate with external technology partners to obtain and integrate
their software platforms and proprietary technologies, with our firmware, mobile applications, operating systems and our
products.
Any delay in obtaining the proprietary technologies from our external technology partners or the integration, update or rollout
of software or application features by our in-house teams, or any issues in compatibility, connectivity or stability of the software
or application features, may result in negative customer experiences, lower ratings on digital marketplaces, increased product
returns and warranty claims or damage to our reputation, which may affect consumer trust and reduce demand for our products.
Additionally, any failure by our third-party vendors to deliver their proprietary technologies as per agreed timelines or standards,
or any breach of confidentiality, could adversely impact our product performance and user satisfaction.
We may also face limitations in terms of control or visibility over the technology development process undertaken by our third-
party vendors. While we have not experienced any material and adverse effect on our results of operations during the three
month period ended June 30, 2025 or the past three Financial Years due to failure by our third-party vendors to deliver their
proprietary technologies or software integration issues in our app-connected products by our in-house teams, we cannot assure
you that such issues will not arise in the future. Any delay, defect or failure by our third-party vendors with respect to delivery
of their proprietary technologies or software integration by our in-house teams, thereby affecting the user experience in our
app-connected products, may adversely affect our results of operations.
36. The success of our business depends substantially on a number of Key Management Personnel, Senior Management
including our management team, and on our operational workforce. Our inability to retain them or to recruit highly skilled
technical personnel that are necessary for our business could adversely affect our business.
54Our success substantially depends on the continued service and performance of the members of our senior management team
and other key personnel in our business for the management and running of our daily operations and the planning and execution
of our business strategy. Our Key Management Personnel and Senior Management are experienced in managing our businesses
and are difficult to replace. They provide expertise which enables us to make well informed decisions in relation to our
businesses and our future prospects. For details of our Key Management Personnel and Senior Management, see “Our
Management – Key Managerial Personnel of our Company” and “Our Management – Senior Management of our Company”
on page 260. We cannot assure you that we will continue to retain any or all of the key members of our management or attract
and retain new senior executives and key personnel in the future. The loss of one or more members of our senior management
team could impact our ability to execute our growth strategy and grow our revenues, and we do not maintain key personnel
insurance.
Our ability to implement our business strategy will depend, in large part, on our ability to attract, train, motivate and retain
highly skilled personnel. Competition for senior management and other key personnel with technical and industry expertise in
our industry is intense, and we may not be able to recruit and retain suitable persons to replace the loss of any of our senior
managers in a timely manner. In such a situation, our ability to realize our strategic objectives could be impaired. Furthermore,
our future success depends largely on our continued ability to hire, assimilate, retain and leverage the skills of qualified
engineers and other highly-skilled personnel needed to develop and market successful new products. We may not be as
successful as our competitors at recruiting, assimilating, retaining and utilizing these highly-skilled personnel. Our competitors
may choose to locate research and development facilities in India and would likely to be able offer better compensation packages
to such personnel. Additionally, we may take a long period of time to hire and train replacement personnel if qualified personnel
terminate their employment with us. As of June 30, 2025, we employed a total of 553 personnel (which includes our Key
Management Personnel and Senior Management) and had 407 persons working with us on a contractual basis. For details, see
“Our Business – Description of Our Business – Employees” on page 215. If we are unable to recruit and retain qualified
personnel with the requisite experience, our growth and competitive position may be adversely affected.
The table below sets forth the attrition rates of our full-time employees for the periods/years mentioned below:
For the three month
For the Financial Years
periods ended June 30,
Particulars
2025 2024 2025 2024 2023
Attrition (full-time employees) 31 43 161 132 107
Closing number of full-time employees 486 466 471 469 395
Attrition rate (full-time employees)* (%) 6.38 9.28 34.18 28.14 27.09
*Attrition rates for full-time employees is calculated as the percentage of attrition of full-time employees in a particular period/Financial
Year to the closing number of full-time employees as at particular period/Financial Year end.
Although we have not experienced any strikes or labour unrest in the past, we cannot assure you that our relations with our
employees shall remain cordial at all times and that employees will not undertake or participate in strikes, work stoppages or
other industrial actions in the future. Further, while none of our workforce is currently unionized, there can be no assurance that
employees will not choose to unionize in the future. Any labour unrest directed against us, could directly or indirectly prevent
or hinder our normal operating activities, and, if not resolved in a timely manner, could lead to disruptions in our operations,
which in turn could adversely affect our business, results of operations, financial condition and cash flows.
37. Employee misconduct or failure of our internal controls processes or procedures could harm us by impairing our ability to
attract and retain customers and subject us to significant legal liability and reputational harm.
Our business is exposed to the risk of employee misconduct or the failure of our internal controls processes and procedures.
For example, misconduct by employees could involve the improper use or disclosure of confidential information, which could
result in costly litigation and serious reputational or financial harm. While we strive to monitor, detect and prevent fraud or
misappropriation by our employees, through various internal control measures, internal policies and insurance coverage, the
precautions we take to prevent and detect such activity may not be effective in all cases and we may be unable to adequately
prevent or deter such activities in all cases. While we have not encountered such issues in the past, there could be instances of
fraud and misconduct by our employees which may go unnoticed for certain periods of time before corrective action is taken.
In addition, we may be subject to regulatory or other proceedings, including claims for alleged negligence, in connection with
any such unauthorized transaction, fraud or misappropriation by our employees, which could adversely affect our goodwill,
business prospects and future financial performance. Even when we identify instances of fraud and other misconduct and pursue
legal recourse or file claims with our insurance carriers, we cannot assure you that we will recover any amounts lost through
such fraud or other misconduct. While we have not faced any such instances of employee misconduct or failure of our internal
55control processes in the three month periods ended June 30, 2025 and June 30, 2024, and the past three Financial Years that
have materially and adversely affected our results of operations for such periods/years, any such instances of employee
misconduct or failure of internal controls that could harm us by impairing our ability to attract and retain customers in the future
may have an adverse effect on our business, results of operations, financial condition and cash flows.
38. We require certain licenses, permits and approvals in the ordinary course of business and if we fail to obtain, maintain or
renew these approvals, our business, results of operations and cash flows may be adversely affected. In addition, we have
certain obligations under policies imposed and schemes launched by the government that may not be directly beneficial or
profitable to our business.
Our operations are subject to government regulation, and we are required to obtain and maintain a number of statutory and
regulatory permits and approvals under central, state and local government rules in India, generally for carrying out our
business, marketing our products and for our research and development activities. Some of these approvals are granted for a
limited duration. These approvals expire from time to time, and we are required to make applications for their renewal and are
in the process of doing so. Any failure by us to renew, maintain or obtain the required permits or approvals at the requisite time
may result in the interruption of our operations and may have an adverse effect on our business, financial condition and results
of operations. While we have obtained key approvals required for our business, we have also applied for and are awaiting the
grant or renewal of certain key approvals. For details of applicable regulations and approvals relating to our business and
operations, as well as pending approvals, see “Government and Other Approvals” beginning on page 398.
The approvals required by our Company are also subject to various conditions and we cannot assure you that these conditions
will be met at all times or that these approvals would not be suspended or revoked in the event of non-compliance or alleged
noncompliance with any terms or conditions thereof, or pursuant to any regulatory action. If there is any failure by us to comply
with the applicable regulations or if the regulations governing our business are amended, we may incur increased costs, be
subject to penalties, have our approvals and permits revoked or suffer a disruption in our operations, any of which could
adversely affect our business.
Further, we are required to meet certain requirements and obligations under policies imposed by and schemes launched by the
government and the Bureau of Indian Standards which may involve substantial amount of cost allocation and may not be in
line with the best interest of our business in terms of our endeavor to decrease expenditure and increase profitability.
39. We have entered into, and in the future may enter into, financing agreements containing terms or covenants that limit our
flexibility in operating our business. Our inability to meet our obligations, including financial and other covenants as well
as the payment of interest under our debt financing arrangements could adversely affect our business, results of operations,
financial condition and cash flows.
As of August 31, 2025, we had outstanding limit from banks and financial institutions amounting to ₹ 2,906.62 million. Our
financing agreements contain certain restrictive covenants that limit our ability to undertake certain types of transactions. These
restrictive covenants, among other things, require us to obtain either the prior permission of such banks or financial institutions
or require us to inform them of various activities, including, among others, effecting any change in the constitutional documents
or management or capital structure, any change in the business, any reorganization, merger, amalgamation or scheme of
arrangement or compromise, dilution of our Promoters’ stake in our Company and changes in the shareholding pattern of our
Company. Additionally, certain terms of our financing agreements also require us to maintain financial ratios which are tested
periodically, including on a quarterly or annual basis.
As a result of these restrictions, we may be limited in how we conduct our business, raise additional debt or equity financing to
operate during general economic or business downturns, or to compete effectively or to take advantage of new business
opportunities. These restrictions may also impair our ability to grow in accordance with our strategy and may adversely affect
our financial condition and results of operations. If we experience a decline in cash flow due to any of the factors described in
this section or otherwise, we could have difficulty paying interest and the principal amount of our outstanding indebtedness. If
we are unable to generate sufficient cash flow or otherwise obtain the funds necessary to make required payments under our
financing agreements, or if we fail to comply with the various requirements of our indebtedness, we could be in default under
our financing agreements. Any such default that is not cured or waived could result in an acceleration of indebtedness then
outstanding under our financing agreements, an acceleration of any other indebtedness to which a cross-acceleration or cross-
default provision applies, a requirement that we pay the obligations in full, or permit the lenders to exercise remedies with
respect to all of the collateral securing our indebtedness. For details of the security, we have granted in relation to our financing
agreements, see “Financial Indebtedness” on page 388. In addition, lenders may be able to terminate any commitments they
had made to supply us with funding under various credit facilities.
As a result, an event of default under the financing agreements would adversely affect our ability to raise new funds or renew
maturing borrowings as needed to conduct our operations and pursue our growth initiatives. Although we have received
consents from our lenders for the Offer, these restrictive covenants may affect some of the rights of our Shareholders. In
56addition, we may, in the future, enter into debt agreements that could include more restrictive covenants, which could further
restrict our business operations. If we cannot raise additional funds when required, our ability to continue to support our business
and to respond to business challenges would be significantly limited, and our business, results of operations, financial condition
and cash flows may be adversely affected.
40. Our ability to raise foreign capital may be constrained by Indian law.
Foreign investments into Indian companies are regulated by the Government of India and the RBI. For example, under the
Consolidated FDI Policy, FEMA and the rules and regulations thereunder, the Government of India has specific prescribed
requirements and conditionalities with respect to the level of foreign investment permitted in certain business sectors both
without prior regulatory approval (the “Automatic Route”) and with prior regulatory approval (the “Approval Route”). We are
engaged in wholesale trading as well as single brand product retail trade. Under the Consolidated FDI Policy, 100% foreign
direct investment is permitted in a company engaged in wholesale trading as well as single brand product retail trade, both
under the Automatic Route, subject to certain conditions specified thereunder. As of the date of this Updated Draft Red Herring
Prospectus-I, our Company has raised foreign direct investment from South Lake Investment Ltd, Qualcomm Ventures LLC,
Malabar India Fund Limited and Malabar Select Fund which constituted 43.29% of the total paid-up share capital of our
Company, on a fully diluted basis. In the event we receive foreign direct investment beyond 51%, we will be required to comply
with certain local sourcing norms as specified in the FEMA Rules and the Consolidated FDI Policy. Our inability to comply
with such conditions may restrict our ability to raise capital in the future or in the ability of foreign investors to purchase Equity
Shares. For further details in relation to restriction on foreign investment in India, see “Restriction of Foreign Ownership of
Indian Securities” on page 451.
If our business model changes in future, or foreign ownership in our Company increases beyond 51%, or there is a change in
conditions applicable to single brand retail trading or wholesale trading under exchange control regulations, we may be required
to comply with more restrictive requirements which may affect our business, results of operations, financial condition and cash
flows.
41. Our business is susceptible to fluctuations in interest rates of outstanding debt and any unforeseen increase in interest rates
may adversely affect our business, cash flows and financial condition.
The interest rates applicable to ₹674.03 million of loan repayable on demand from banks under our financing agreements, as of
June 30, 2025, is typically variable interest rates linked to a base rate, as specified by respective lenders. Further, most of our
financing agreements include provisions providing for interest rates to be periodically reset or changed based on the lender’s
internal policies. This introduces an element of unpredictability in our cost of capital and may place added pressure on our
interest expense management. Accordingly, we are susceptible to fluctuations and volatility in interest rates and associated
risks. A rise in interest rates — whether due to inflationary pressures, regulatory actions, changes in central bank policies, or
other macroeconomic factors — would lead to increased borrowing costs. As such, any increase in interest rates may cause our
interest expense to increase, which could have an adverse effect on our business, results of operations, financial condition and
cash flows. Our ability to meet our debt service obligations and repay our outstanding borrowings will depend primarily on the
cash generated by our business. For further information, see “Financial Indebtedness” on page 388.
In addition, we may, in the future, enter into financing agreements with higher that usual variable interest rates which could
further restrict our business operations and cash flows. If we cannot raise additional funds at reasonably lower interest rates,
our ability to continue to support our business would be limited and may lead to a downgrade in our credit rating, which may
adversely affect our business, results of operations, financial condition and cash flows.
42. Our funding requirements and the proposed deployment of Net Proceeds are based on management estimates and our
management will have broad discretion over the use of the Net Proceeds, including interim use. Variations in the utilization
of the Net Proceeds or in the terms of the conditions disclosed in this Updated Draft Red Herring Prospectus-I would be
subject to certain compliance requirements, including prior shareholders’ approval.
Our Company proposes to utilize the Net Proceeds towards funding (i) working capital requirements of our Company, (ii) brand
and marketing expenses towards enhancing the awareness and visibility of our products and brand and (iii) general corporate
purposes. For details, see “Objects of the Offer” on page 126.
While a monitoring agency will be appointed for monitoring utilization of the gross proceeds, the funding requirements and
deployment of the Gross Proceeds are based on internal management estimates in view of past expenditures and current market
conditions and have not been appraised by any bank or financial institution or other independent agency. We operate in a highly
competitive and dynamic industry and may need to revise our estimates from time to time based on changes in a number of
factors, including timely completion of the Offer, general economic and business conditions and other factors beyond our
control such as increasing regulations or changes in government policies as well as general factors affecting our business, results
57of operations, financial condition and access to capital such as credit availability and interest rate levels. Furthermore, the
deployment of the Net Proceeds is at the discretion of our management, in accordance with applicable laws.
In accordance with Section 13(8) and Section 27 of the Companies Act, we cannot change the utilization of the Net Proceeds,
or the terms of any contract as disclosed in this Updated Draft Red Herring Prospectus-I without obtaining the Shareholders’
approval through a special resolution. We may not be able to obtain the Shareholders’ approval in a timely manner, or at all, in
the event we need to make such changes. Any delay or inability in obtaining such Shareholders’ approval may adversely affect
our business or operations. Our Promoters would also be required to provide an exit opportunity to the shareholders who do not
agree with our proposal to change the objects of the Offer or vary the terms of such contracts, at a price and manner as prescribed
by SEBI. The requirement to provide an exit opportunity to such dissenting shareholders may deter our Promoters from agreeing
to any changes made to the proposed utilization of the Net Proceeds, even if such change is in our interest. Further, we cannot
assure you that our Promoters will have adequate resources to provide an exit opportunity at the price prescribed by SEBI. For
further details on exit opportunity to dissenting shareholders, see “Objects of the Offer — Variation in Objects” on page 134.
In light of these factors, we may not be able to undertake variation of object of the Offer to use any unutilized proceeds of the
Offer, if any, or vary the terms of any contract referred to in this Updated Draft Red Herring Prospectus-I, even if such variation
is in our interest. This may restrict our ability to respond to any change in our business or financial condition by re-deploying
the un-utilized portion of the Net Proceeds, if any, or varying the terms of any contract, which may adversely affect our business,
results of operations, financial condition and cash flows.
43. Our Company will not receive any proceeds from the Offer for Sale by the Selling Shareholders.
The Offer comprises a Fresh Issue of up to [] Equity Shares having face value of ₹1 each aggregating up to ₹5,000.00 million,
and an Offer for Sale of up to [] Equity Shares having face value of ₹1 each aggregating up to ₹10,000.00 million by the
Selling Shareholders. While our Company will receive proceeds of the Fresh Issue, the proceeds from the Offer for Sale will
be transferred to the each of the Selling Shareholders, including the Promoter Selling Shareholders, in proportion to the
respective portion of the Offered Shares transferred by each of them in the Offer for Sale (after deducting applicable
Offer-related expenses and taxes) and will not result in any creation of value for us or in respect of your investment in our
Company. The proceeds received from the Offer for Sale will not form part of the proceeds from the Fresh Issue. For further
information, see “Objects of the Offer” on page 126.
44. Our ability to pay dividends in the future may depend upon our future revenues, profits, financial condition, cash flows,
working capital requirements, capital expenditures and restrictive covenants in our financing arrangements.
Our Company has not declared and paid any dividends on the Equity Shares or Preference Shares in the past three Financial
Years and the three month periods ended June 30, 2025 and June 30, 2024, and until the date of this Updated Draft Red Herring
Prospectus-I. Our Company’s ability to pay dividends in the future and the amount of any such dividends, if declared, may
depend upon a number of internal and external factors, limited to profits, capital requirements, contractual obligations and
restrictions, restrictive covenants in financing arrangements, the overall financial condition of our Company and other factors
considered relevant by the Board. We may retain all future earnings, if any, for use in the operations and expansion of the
business. As a result, we may be unable to pay dividends in the near or medium term, and our future dividend policy may
depend on our capital requirements and financing arrangements. Further, dividends distributed by us may cost dividend
distribution tax at rates applicable from time to time. We cannot assure you that our Company will declare and pay, or have the
ability to declare and pay, any dividends on Equity Shares at any point in the future. For details, see “Dividend Policy” on page
268.
45. Our insurance coverage may not be sufficient or adequate to cover any future potential losses and liabilities. If we suffer a
large uninsured loss or an insured loss that significantly exceeds our insurance coverage, our business, results of operations,
financial condition and cash flows may be adversely affected.
Our business and operations are subject to risk of loss resulting from product liability, intellectual property, contractual,
warranty, and other lawsuits, whether or not such claims are valid. We maintain insurance policies to cover, among other things,
losses caused due to fire and earthquakes. We also maintain insurance policies for commercial general liability and directors’
and officers’ liability.
Our insurance coverage may not be adequate to cover any potential future claims or may not be available to the extent we
expect. Although, we attempt to obtain coverage for and mitigate our liability for damages arising from negligent acts, errors
or omissions through insurance policies, our liability may sometimes not be covered as a result of the limitations of liability set
forth in our insurance policies. In such event, our insurance policies may not protect us from liability for damages, which may
lead to financial liability and other adverse consequences. For details of insurance policies, we maintain, see “Our Business –
Insurance” on page 215. Set forth below are the details of our total assets and the insurance coverage on such assets for the
period/year mentioned below:
58For the three month period ended
Particulars
June 30, 2025
Property, plant and equipment and inventories (in ₹ million) 4,659.51
Insurance coverage on assets (in ₹ million) 4,741.71
Total insured assets 4,632.53
Insurance coverage as a percentage of property, plant and equipment and 101.76
inventories (%)
While we believe that the insurance coverage which we maintain would be reasonably adequate to cover the normal risks
associated with the operation of our business, we cannot assure you that any claim under the insurance policies maintained by
us will be honoured fully, in part or on time, or that we have taken out sufficient insurance to cover all our losses. Our insurance
may also be subject to certain deductibles, exclusions and limits on coverage. While we have not faced instances wherein our
insurance policies were insufficient during the three month periods ended June 30, 2025 and June 30, 2024, and the past three
Financial Years, we cannot assure you that our insurance policies will continue to provide sufficient coverage in the future and
the occurrence of claim more than our insurance coverage may adversely affect our business, results of operations, financial
condition and cash flows.
We have outstanding insurance claims amounting to ₹1.82 million as of June 30, 2025. While we have not written off any
insurance claims receivables in the three month period ended June 30, 2025 and the past three Financial Years, we cannot assure
you that we will not write off any insurance claims receivables in the future, or that we will be able to receive the claimed
amount in a timely manner or at all, which may adversely affect our results of operations, cash flows and financial condition.
In addition, our insurance coverage expires from time to time. We apply for the renewal of our insurance coverage in the normal
course of our business, but we cannot assure you that such renewals will be granted in a timely manner at acceptable costs or
at all. To the extent that we suffer loss or damage, for which we have not obtained or maintained insurance, or which is not
covered by insurance, which 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, financial condition and cash flows could be adversely affected.
46. Certain sections of this Updated Draft Red Herring Prospectus-I contain information from the Redseer Report, which has
been exclusively commissioned and paid for by us, and any reliance on such information for making an investment decision
in the Offer is subject to inherent risks.
For industry related data in this Updated Draft Red Herring Prospectus-I, we have used the information from the Redseer
Report, which has been exclusively commissioned and paid for by our Company, pursuant to an engagement letter dated
December 19, 2024. The Redseer Report titled “Industry Report on Consumer Devices” dated October 17, 2025, has been
prepared and issued by Redseer for the purpose of understanding the industry, exclusively for the purpose of this Offer. The
Redseer Report will be available on the website of our Company upon filing of this Updated Draft Red Herring Prospectus-I.
The information is subject to various limitations, highlights certain industry and market data relating to us and our competitors
which may not be based on any standard methodology and is based upon certain assumptions that are subjective in nature.
Neither our Company, nor any of our Promoters, Key Managerial Personnel or the BRLMs have any economic interest in, or
are related parties of, Redseer. Accordingly, investors should read the industry related disclosures in this Updated Draft Red
Herring Prospectus-I in this context.
Furthermore, the Redseer Report may use certain methodologies for market sizing and forecasting and may include numbers
relating to our Company that differ from those we record internally. Industry sources and publications are also prepared based
on information as of specific dates and may no longer be current or reflect current trends. Industry sources and publications
may also base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect. Statements
from third parties that involve estimates are subject to change, and actual amounts may differ materially from those included in
this Updated Draft Red Herring Prospectus-I. Accordingly, investors should not place undue reliance on or base their investment
decision solely on this information. For further details, see “Certain Conventions, Presentation of Financial, Industry and
Market Data and Currency of Presentation – Non-GAAP Financial Measures” on page 24.
47. Information relating to the annual installed capacity, annual average available capacity and the historical capacity
utilization of the manufacturing facility of our joint venture, Califonix Tech and Manufacturing Private Limited, included
in this Updated Draft Red Herring Prospectus-I is based on various assumptions and estimates and future production and
capacity utilization may vary.
The information relating to the annual installed capacity, average annual available capacity and capacity utilization of the
manufacturing facility of our Joint Venture included in this Updated Draft Red Herring Prospectus-I are based on various
assumptions and estimates of our management that have been taken into account by the Independent Chartered Engineer in the
calculation of the capacity of the manufacturing facility of our Joint Venture. These assumptions and estimates include standard
59capacity calculation practice in the manufacturing industry and capacity of other ancillary equipment installed at the
manufacturing facility. Actual production levels and capacity utilization rates may therefore vary significantly from the annual
installed and annual average available installed capacity of the manufacturing facility of our Joint Venture. Undue reliance
should therefore not be placed on our capacity information or historical capacity utilization information for manufacturing
facility of our Joint Venture included in this Updated Draft Red Herring Prospectus-I. For information regarding capacity of
the manufacturing facility of our Joint Venture, see “Our Business – Installed capacity and capacity utilisation” on page 210.
48. This Updated Draft Red Herring Prospectus-I contains certain non-GAAP financial measures and certain other selected
statistical information related to our operations and financial performance. These non-GAAP measures and statistical
information may vary from any standard methodology that is applicable across the industry, and therefore may not be
comparable with financial or statistical information of similar nomenclature computed and presented by other peer
companies.
Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial
performance, such as Adjusted EBITDA, Adjusted EBITDA Margin, EBITDA, EBITDA Margin, Net Asset Value (NAV)
(Basic) per Equity Share and Net Asset Value (NAV) (Diluted) per Equity Share, Net Worth and Return on Net Worth , have
been included in this Updated Draft Red Herring Prospectus-I, which are not measures of financial performance or liquidity
recognized under Ind AS, Indian GAAP, IFRS or U.S. GAAP and should not be considered in isolation or construed as an
alternative to cash flows, profit/(loss) for the years/period or any other measure of financial performance or as an indicator of
our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived
in accordance with Ind AS, Indian GAAP, IFRS or U.S. GAAP. Our calculation of these metrics may differ from similarly
titled computation of other companies, and thus, a direct comparison of these non-GAAP measures and metrics between
companies may not be possible. See “Certain Conventions, Presentation of Financial, Industry and Market Data and Currency
of Presentation – Non-GAAP Financial Measures” and “Other Financial Information – Non-GAAP Financial Measures” on
pages 24 and 353 respectively.
We have computed and disclosed such non-GAAP financial measures and such other statistical information relating to our
operations and financial performance as we consider such information to be useful measures of our business and financial
performance, and because such measures are frequently used by securities analysts, investors and others to evaluate the
operational performance of cloud services companies, many of which provide such non-GAAP financial measures and other
statistical and operational information when reporting their financial results. These non-GAAP financial measures and other
statistical and other information relating to our operations and financial performance may not be comparable to financial
measures and statistical information of similar nomenclature that may be computed and presented by our other peer companies.
49. Certain of our Promoters will continue to retain control over our Company after completion of the Offer, which will allow
them to influence the outcome of matters submitted for approval of our shareholders.
As on the date of this Updated Draft Red Herring Prospectus-I, our Promoters hold, in aggregate, 95,230,000 Equity Shares
having face value of ₹1 each which constitute 99.05% of the issued, subscribed and paid-up equity share capital of our Company
and 5,341,739 Preference Shares (comprising of 15,507 Series B CCPS having face value of ₹6,000 each and 5,326,232 Series
C CCPS having face value of ₹3 each) which constitutes 74.35% of the issued, subscribed and paid-up Preference Shares of
our Company. Further, as on the date of this Updated Draft Red Herring Prospectus-I, the aggregate shareholding of our
Promoters constitutes 88.86% of the pre-Offer equity share capital of our Company on a fully diluted basis which assumes (a)
conversion of all outstanding 7,185,060 Preference Shares of our Company into a maximum of 53,952,251 Equity Shares of
face value of ₹1 each, and (b) exercise of all outstanding options that are vested as on the date of this Updated Draft Red Herring
Prospectus-I, under the ESOP Schemes.
After this Offer, certain of our Promoters will continue to exercise control or exert significant influence over us which will
allow them to vote together in capacity as shareholders of our Company on certain matters in general meetings of our Company.
This concentration of ownership also may delay, defer or even prevent a change in control of our Company and may make
some transactions more difficult or impossible without the support of these shareholders. Accordingly, the interests of our
Promoters in capacity as shareholders of our Company may conflict with your interests and the interests of other shareholders
of our Company.
Further, we cannot assure you that our Promoters will not have conflicts of interest with other shareholders or with our
Company. Any such conflict may adversely affect our ability to execute our business strategy or to operate our business.
50. Our Corporate Promoter does not possess adequate experience in our line of business and has not actively participated in
the business activities we undertake, which may have an adverse impact on the management and operations of our Company.
While two of our Promoters are founders and members of our management team, our Corporate Promoter is a financial investor
in our Company and does not possess adequate experience in the business activities undertaken by our Company and has not
60actively participated in the business activities undertaken by our Company. We cannot assure you that this lack of adequate
experience of our Corporate Promoter will not have any adverse impact on the management and operations of our Company.
For further details of our Promoters, see “Our Promoters and Promoter Group” on page 263.
51. Fluctuations in the market value of our investments could adversely affect our results of operations and financial condition.
Fluctuations in the market values of our investments could cause us to write down the value of our assets, affect our liquidity
and reduce our ability to enforce our security, which could adversely affect our result of operations and financial condition. We
may not accurately identify changes in the value of our investments caused by changes in market prices, and our assessments,
assumptions or estimates may prove inaccurate or not predictive of actual results.
52. Certain of our Promoters, Directors, Key Managerial Personnel and Senior Management may have interests in our
Company in addition to their normal remuneration or benefits and reimbursement of expenses incurred.
Certain Promoters, Directors, Key Managerial Personnel and Senior Management may be deemed to be interested to the extent
of Equity Shares held by them, as well as to the extent of any dividends, bonuses or other distributions on such Equity Shares.
Additionally, some of our Directors, Key Managerial Personnel and Senior Management may also be regarded as interested to
the extent of employee stock options granted by our Company and which may be granted to them from time to time pursuant
to the ESOP Schemes, as applicable. For further details of such interests, “Our Management – Interest of Directors”, “Our
Management – Interest of Key Managerial Personnel and Senior Management”, “Our Promoters and Promoter Group –
Interests of our Promoters” and “Restated Consolidated Financial Information –” on pages 250, 261, 265 and 269, respectively.
For the payments that are made by our Company to related parties including remuneration to our Directors, Key Managerial
Personnel and Senior Management, see “Offer Document Summary – Summary of Related Party Transactions” on page 18.
53. Our Company is a public limited company and may be unable to impose restrictions on the transfer of Equity Shares or
Preference Shares by our Shareholders and may be exposed or subject to further inquiries regarding its share capital build-
up since incorporation on account of its large shareholder base while being an unlisted company.
As on the date of this Updated Draft Red Herring Prospectus – I, our Company has 7,617 Shareholders (based on beneficiary
position statement available on October 24, 2025. Post the initial subscription in our Company by our Individual Promoters,
our Company has issued Equity Shares and Preference shares pursuant to private placement, bonus issue and ESOP Schemes,
as applicable. All issuances and allotment of Equity Shares and Preference Shares by our Company since its incorporation have
been undertaken in compliance with the Companies Act. For further details, see “Capital Structure - Notes to the Capital
Structure - Share Capital history of our Company – Equity Share capital” on page 92.
Subsequent to the allotments, the allotees have further transferred the Equity Shares held by them. As a public company under
the Companies Act, the Equity Shares of our Company are freely transferable, and the Company has not participated and is not
a party in such secondary transactions. As our Company is a public limited company, in accordance with Section 58 of the
Companies Act, it may be unable to impose restrictions on the transfer of Equity Shares by our Shareholders. We cannot assure
you that there will be no future inquiry (which may or may not result into investigation) by regulatory authorities such as the
Ministry of Corporate Affairs or the SEBI regarding the share capital build-up since incorporation on account of its large
shareholder base while being an unlisted company. In the event that any inquiry or investigation is initiated against us by a
regulatory authority and our Company is found non-compliant with any of the applicable provisions of the Companies Act,
there may be an imposition of penalty under Section 42 of the Companies Act or such other relevant provisions under
Companies Act, or any action by any relevant regulatory authority, on us.
54. Our plans to expand into overseas markets subject us to various business, economic, political, regulatory and legal risks.
Our current and future expansion plans may require incremental capital. If we are unable to raise additional capital, our
business prospects, results and financial condition could be adversely affected.
We intend to expand our operations into overseas markets, including certain countries in the Middle East, South-East Asia, and
the SAARC regions, which we understand have a large Indian diaspora and/or a population with similar tastes and preferences
as the audience in India. While we have recently commenced business in select geographies, including Nepal, Sri Lanka, Kenya,
South East Asia and the Middle East, we have not determined a date for commencement of business in other countries. We
intend to finance such expansion plans from borrowings, internal accruals and cash flow from operations. For further details,
see “Our Business — Our Strategy — Expand in a focussed manner in select countries in the Middle East, South-East Asia and
South Asia” on page 199. We do not possess our own network of distributors and retailers in such countries. The expansion and
entry into overseas markets may require significant management attention and financial resources.
Our overseas operations are subject to inherent risks, including, but not limited to:
• entry barrier and difficulties in establishing brand recognition;
61• uncertainties in cooperation with new local business partners, including distributors, logistics and transportation
partners;
• inability to adapt to consumers’ preferences and local trends;
• exposure to tariffs, duties or other government costs and actions arising from trade restrictions;
• increased costs related to marketing our products against established international brands;
• start-up costs related to establishing offices, infrastructure and services;
• longer accounts receivable collection periods and greater difficulty in accounts receivable collection due to lower
bargaining power in a less familiar market;
• potential foreign exchange and repatriation controls on foreign earnings, exchange rate fluctuations and currency
conversion restrictions;
• the burden of complying with a variety of foreign laws, including delays or difficulties in obtaining government
approvals and permits, import and export licenses, and regulations and unexpected changes in the legal and regulatory
environment, including changes to import and export regulations;
• increases in distribution and transportation costs;
• uncertainty regarding liability for products;
• difficulties and costs of staffing and managing multiple multinational operations;
• reduced protection for intellectual property rights in some jurisdictions, at a reasonable cost or at all;
• potentially adverse tax consequences, including tax consequences which may arise in connection with intercompany
pricing for transactions between separate legal entities within a group operating in different tax jurisdictions;
• credit risk and higher levels of payment fraud;
• inability to obtain adequate insurance;
• challenges caused by distance, language and cultural differences, and by commencing business relationship with
foreign partners, foreign agencies and governments; and
• political and economic instability including potential for political unrest, war or acts of terrorism in countries in which
we operate.
We may be unsuccessful in developing and implementing policies and strategies that will be effective in managing these risks
in each country where we plan to do business. Our failure to manage these risks successfully could adversely affect our business,
operating results and financial condition. Further, we may face competition in other countries from companies that have more
experience with operations in such countries or with international operations generally. We may not be able to compete with
such companies if we are unable to offer competitive products at better price points which appeal to consumers in such markets.
If we are unable to successfully build our brand reputation and revenues in our target overseas markets, it may limit our ability
to grow our business.
55. Non-compliance with and changes in, safety, environmental and labor laws and other applicable regulations, may adversely
affect our business, results of operations, financial condition and cash flows.
We are subject to laws and government regulations, including in relation to safety, environmental protection and labor matters.
These laws and regulations impose controls on noise levels, storage handling and other aspects of our operations. For details
on regulations and policies applicable to our business, see “Key Regulations and Policies” on page 218. We use hazardous
materials in our products and the improper handling or storage of these materials could result in accidents, injure our personnel,
property and damage the environment.
Laws and regulations may limit manner of handling, storage and disposal of our products. The improper handling and storage
of products beyond these limits may cause us to be liable to regulatory bodies or third parties. While we have not been liable
for improper handling, storage or disposal of our products for the three month periods ended June 30, 2025 and June 30, 2024,
or the past three Financial Years, we cannot assure you that we will not breach such regulations in the future, which may require
us to shut down our warehouses, which in turn could lead to product shortages that delay or prevent us from fulfilling our
obligations to customers.
62We are also subject to the laws and regulations governing employees and labor, including in relation to minimum wage and
maximum working hours, overtime, working conditions, hiring and termination of employees, contract labor and work permits.
We have incurred and expect to continue incurring costs for compliance with such laws and regulations. We have also made
and expect to continue making expenditures on an on-going basis to comply with all applicable environmental, health and safety
and labor laws and regulations. We have not been found to be materially non-compliant with any such environmental, health
and safety and labor law and regulations for the three month periods ended June 30, 2025 and June 30, 2024, or the past three
Financial Years. However, we cannot assure you that we will not be found to be in non-compliance with, or remain in
compliance with all applicable environmental, health and safety and labor laws and regulations or the terms and conditions of
any consents or permits in the future or that such non-compliance will not result in a shortage of availability of our products or
a significant increase in the costs, which may adversely affect our business, results of operations, financial condition and cash
flows.
56. The requirements of being a publicly-listed company may strain our resources.
We are not a publicly-listed company and have not, historically, been subjected to the increased scrutiny of our affairs by
shareholders, regulators and the public at large that is associated with being a listed company. As a listed company, we will
incur significant legal, accounting, corporate governance and other expenses that we did not incur as an unlisted company. We
will be subject to the Listing Regulations which will require us to file audited annual and unaudited quarterly reports with
respect to our business and financial condition. We may not be able to satisfy our reporting obligations and/or we may not be
able to readily determine and accordingly report any changes in our results of operations as promptly as other listed companies.
Further, as a publicly listed company, we will need to maintain and improve the effectiveness of our disclosure controls and
procedures and internal control over financial reporting, including keeping adequate records of daily transactions. In order to
maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting,
significant resources and management attention will be required. As a result, our management’s attention may be diverted from
our business concerns, which may adversely affect our business, prospects, financial condition, results of operations, and cash
flows. In addition, we may need to hire additional legal and accounting staff with appropriate experience and technical
accounting knowledge, but we cannot assure you that we will be able to do so in a timely and efficient manner.
External Risks
57. Political, economic or other factors that are beyond our control may have an adverse effect on our business, financial
condition, results of operations and cash flows.
The Indian economy and capital markets are influenced by economic, political and market conditions in India and globally. We
are incorporated in India and a substantial majority of our sales are in India. As a result, we are dependent on prevailing
economic conditions in India. Our results of operations are significantly affected by factors influencing the Indian economy.
Factors that may adversely affect the Indian economy, and hence our results of operations, may include:
• the macroeconomic climate, including any increase in Indian interest rates or inflation;
• any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert or repatriate
currency or export assets;
• any scarcity of credit or other financing in India, resulting in an adverse effect on economic conditions in India and
scarcity of financing for our expansions;
• 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;
• political instability, terrorism or military conflict in India or in countries in the region or globally, including in India’s
various neighboring countries;
• occurrence of natural or man-made disasters (such as hurricanes, typhoons, floods, earthquakes, tsunamis and fires)
which may cause us to suspend our operations;
• civil unrest, acts of violence, terrorist attacks, regional conflicts or situations or war may adversely affect the Indian
markets as well as result in a loss of business confidence in Indian companies;
• epidemics, pandemics or any other public health concerns in India or in countries in the region or globally, including
in India’s various neighboring countries, such as the highly pathogenic H7N9, H5N1 and H1N1 strains of influenza in
birds and swine and more recently, the COVID-19 pandemic;
• any downgrading of India’s debt rating by a domestic or international rating agency;
63• international business practices that may conflict with other customs or legal requirements to which we are subject,
including anti-bribery and anti-corruption laws;
• protectionist and other adverse public policies, including local content requirements, import/export tariffs, increased
regulations or capital investment requirements; and
• being subject to the jurisdiction of foreign courts, including uncertainty of judicial processes and difficulty enforcing
contractual agreements or judgments in foreign legal systems or incurring additional costs to do so.
While our results of operations may not necessarily track India’s economic growth figures, the Indian economy’s
performance nonetheless affects the environment in which we operate. Any slowdown or perceived slowdown in the Indian
economy, or in specific sectors of the Indian economy, could adversely affect our business, financial condition and results of
operations, and the price of the Equity Shares.
58. Fluctuations in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on the value
of our Equity Shares, independent of our operating results.
Upon listing, our Equity Shares will be quoted in Indian Rupees on the NSE and BSE. 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 substantially in recent years and may continue to
fluctuate substantially in the future, which may have an adverse effect on the trading price of our Equity Shares and returns on
our Equity Shares, independent of our operating results.
59. Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate and tax laws, may
adversely affect our business, results of operations, financial condition, cash flows and prospects.
The regulatory and policy environment in which we operate is evolving and subject to change. Such changes, including the
instances mentioned below, may adversely affect our business, results of operations, financial condition, cash flows and
prospects, to the extent that we are unable to suitably respond to and comply with any such changes in applicable law and
policy.
For instance, the Digital Personal Data Protection Act, 2023 (“Data Protection Act”) which received the assent of the President
on August 11, 2023, provides for personal data protection and privacy of individuals, regulates cross border data transfer, and
provides several exemptions for personal data processing by the Government. It also provides for the establishment of a Data
Protection Board of India for taking remedial actions and imposing penalties for breach of the provisions of the Data Protection
Act. It imposes restrictions and obligations on data fiduciaries, resulting from dealing with personal data and further, provides
for levy of penalties for breach of obligations prescribed under the Data Protection Act. The enactment of the Data Protection
Act introduces stricter data protection norms for companies in India, which may result in additional costs incurred to ensure
compliance.
Further, the Government of India introduced new laws relating to social security, occupational safety, industrial relations and
wages namely, the Code on Social Security, 2020 (“Social Security Code”), the Occupational Safety, Health and Working
Conditions Code, 2020, the Industrial Relations Code, 2020 and the Code on Wages, 2019, which consolidate, subsume and
replace numerous existing central labour legislations, which were to take effect from April 1, 2021 (collectively, the “Labour
Codes”). The Government of India has deferred the effective date of implementation of the respective Labour Codes, and they
shall come into force from such dates as may be notified. Different dates may also be appointed for the coming into force of
different provisions of the Labour Codes. While the rules for implementation under these codes have not been finalized, as an
immediate consequence, the coming into force of these codes could increase the financial burden on our Company, which may
adversely affect our profitability. For instance, under the Social Security Code, a new concept of deemed remuneration has
been introduced, such that where an employee receives more than half (or such other percentage as may be notified by the
Central Government) of their total remuneration in the form of allowances and other amounts that are not included within the
definition of wages under the Social Security Code, the excess amount received shall be deemed as remuneration and
accordingly be added to wages for the purposes of the Social Security Code and the compulsory contribution to be made towards
the employees’ provident fund.
In addition, the Government of India has introduced The Bharatiya Nyaya (Second) Sanhita, 2023, Bharatiya Nyaya Sakshya
Sanhita, 2023 and Bhartiya Sakshya Sanhita, 2023, replacing the Indian Penal Code, 1860, Code of Criminal Procedure, 1973
and the Indian Evidence Act, 1872, respectively.
64Unfavorable 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. We may incur increased costs and other burdens relating to
compliance with new requirements, which may also require significant management time and other resources, and any failure
to comply may adversely affect our business, results of operations, financial condition, cash flows and prospects. Uncertainty
in the application, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy,
including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as
costly for us to resolve and may affect the viability of our current business or restrict our ability to grow our businesses in the
future.
60. Any downgrading of India’s debt rating by any international rating agency could have a negative effect on our business and
the trading price of the Equity Shares.
India’s sovereign debt rating could be downgraded due to several factors, including changes in tax or fiscal policy or a decline
in India’s foreign exchange reserves, all which are beyond our control. Our borrowing costs and our access to the debt capital
markets depend significantly on the sovereign credit ratings of India. Any adverse revisions to India’s credit ratings for domestic
and overseas debt by international rating agencies may adversely affect our ability to raise additional external financing, and
the interest rates and other commercial terms at which such additional financing is available. This could have an adverse effect
on our business and future financial performance, our ability to obtain financing for capital expenditures and the trading price
of the Equity Shares.
61. Significant differences exist between the Ind AS used to prepare our financial information and other accounting principles,
such as the U.S. GAAP and the IFRS, which may affect investors’ assessments of our financial condition.
Our Restated Consolidated Financial Information for the three month periods ended June 30, 2025 and June 30, 2024, and the
past three Financial Years, included in this Updated Draft Red Herring Prospectus-I are presented in conformity with the Indian
Accounting Standards (“Ind AS”), and restated in accordance with the requirements of the Companies Act, the SEBI ICDR
Regulations, and the Guidance Note on Reports on Company Prospectuses (Revised 2019) issued by the ICAI. Ind AS differs
from accounting principles with which prospective investors may be familiar, such as Indian Generally Accepted Accounting
Principles, United States Generally Accepted Accounting Principles (“U.S. GAAP”) and International Financial Reporting
Standards (“IFRS”).
We have not attempted to explain in a qualitative manner the effect of the IFRS or U.S. GAAP on the financial information
included in this Updated Draft Red Herring Prospectus-I, nor do we provide a reconciliation of our financial information to
those of U.S. GAAP or IFRS. Accordingly, the degree to which the Restated Consolidated Financial Information and the
financial information included in this Updated Draft Red Herring Prospectus-I will provide meaningful information is entirely
dependent on the reader’s level of familiarity with Indian accounting practices, Ind AS, the Companies Act and the SEBI ICDR
Regulations. Persons not familiar with Indian accounting practices, Ind AS, the Companies Act and the SEBI ICDR Regulations
should limit their reliance on the financial disclosures presented in this Updated Draft Red Herring Prospectus-I.
62. Under Indian law, non-resident investors are subject to investment restrictions that limit our ability to attract foreign
investors, which may adversely affect the trading price of the Equity Shares.
As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies, including those
specified under FEMA and the rules thereunder. Under foreign exchange regulations currently in force in India, the transfer of
shares between non-residents and residents are freely permitted (subject to compliance with sectoral norms and certain other
restrictions), if they comply with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of
shares, which are sought to be transferred, is not in compliance with such pricing guidelines or reporting requirements or falls
under any of the exceptions referred to above, then a prior regulatory approval will be required. Further, unless specifically
restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior
approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. The RBI
and the concerned ministries/departments are responsible for granting approval for foreign investment. Additionally,
shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign
currency from India require a no-objection or a tax clearance certificate from the Indian income tax authorities. We cannot
assure investors that any required approval from the RBI or any other government agency can be obtained on any particular
terms or conditions or at all. For further information, see “Restrictions on Foreign Ownership of Indian Securities” on page
451.
In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, which has been
incorporated as the proviso to Rule 6(a) of the FEMA Rules, investments where the beneficial owner of the equity shares is
situated in or is a citizen of a country which shares a land border with India, can only be made through the Government approval
route, as prescribed in the Consolidated FDI Policy dated October 15, 2020 and the FEMA Rules.
6563. Investors may have difficulty in enforcing foreign judgments against our Company or our management.
Our Company is incorporated under the laws of India. Majority of our Directors and executive officers are citizens and residents
of India. Substantially all of our Company’s assets are located in India. As a result, it may be difficult for investors to effect
service of process upon us or such persons in India or to enforce judgments obtained against our Company or such parties
outside India.
Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Code of Civil
Procedure, 1908, as amended (the “Civil Procedure Code”). India is not a party to any international treaty in relation to the
recognition or enforcement of foreign judgments. India has reciprocal recognition and enforcement of judgments in civil and
commercial matters with a limited number of jurisdictions, including the United Kingdom, Singapore, UAE, and Hong Kong.
A judgment from certain specified courts located in a jurisdiction with reciprocity must meet certain requirements of the Civil
Procedure Code. The United States has not been notified as a reciprocating territory.
In order to be enforceable, a judgment obtained in a jurisdiction which India recognizes as a reciprocating territory must meet
certain requirements of the Civil Procedure Code. Section 13 of the Civil Procedure Code provides that foreign judgments shall
be conclusive regarding any matter directly adjudicated on except (i) where the judgment has not been pronounced by a court
of competent jurisdiction, (ii) where the judgment has not been given on the merits of the case, (iii) where it appears on the face
of the proceedings that the judgment is founded on an incorrect view of international law or refusal to recognize the law of
India in cases to which such law is applicable, (iv) where the proceedings in which the judgment was obtained were opposed
to natural justice, (v) where the judgment has been obtained by fraud or (vi) where the judgment sustains a claim founded on a
breach of any law then in force in India. Under the Civil Procedure Code, a court in India shall, on the production of any
document purporting to be a certified copy of a foreign judgment, presume that the judgment was pronounced by a court of
competent jurisdiction, unless the contrary appears on record; such presumption may be displaced by proving want of
jurisdiction. The Civil Procedure Code only permits the enforcement of monetary decrees, not being in the nature of any
amounts payable in respect of taxes, or other charges of a like nature or in respect of a fine or other penalty and does not provide
for the enforcement of arbitration awards even if such awards are enforceable as a decree or judgment. A foreign judgment
rendered by a superior court (as defined under the Civil Procedure Code) in any jurisdiction outside India which the Government
of India has by notification declared to be a reciprocating territory, may be enforced in India by proceedings in execution as if
the judgment had been rendered by a competent court in India. 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 enforceable in India. Even if an investor obtained a
judgment in such a jurisdiction against us, our officers or directors, it may be required to institute a new proceeding in India
and obtain a decree from an Indian court.
However, the party in whose favor such final judgment is rendered may bring a new suit in a competent court in India based on
a final judgment that has been obtained in the United States or other such jurisdiction within three years of obtaining such final
judgment. It is unlikely that an Indian court would award damages on the same basis as a foreign court if an action were brought
in India. Moreover, it is unlikely that an Indian court will award damages to the extent awarded in a final judgment rendered
outside India if it believes that the amount of damages awarded were excessive or inconsistent with public policy in India. In
addition, any person seeking to enforce a foreign judgment in India is required to obtain the prior approval of the RBI to
repatriate any amount recovered, and we cannot assure that such approval will be forthcoming within a reasonable period of
time, or at all, or that conditions of such approvals would be acceptable. Such amount may also be subject to income tax in
accordance with applicable law.
Consequently, it may not be possible to enforce in an Indian court any judgment obtained in a foreign court, or effect service
of process outside of India, against Indian companies, entities, their directors and executive officers and any other parties’
resident in India. Additionally, there is no assurance that a suit brought in an Indian court in relation to a foreign judgment will
be disposed of in a timely manner.
64. Rights of shareholders under Indian laws may differ to those under the laws of other jurisdictions.
Indian laws and legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’
rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law,
including in relation to class actions, may not be as extensive as shareholders’ rights under the laws of other countries or
jurisdictions. Investors may face challenges in asserting their rights as shareholder in an Indian company than as a shareholder
of an entity in another jurisdiction.
65. A third party could be prevented from acquiring control of our Company because of anti-takeover provisions under Indian
law.
66There are provisions in Indian law that 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. Although these provisions have been formulated to ensure that interests of
investors/shareholders are protected, these provisions may also discourage a third party from attempting to take control of our
Company. Consequently, even if a potential takeover of our Company would result in the purchase of the Equity Shares at a
premium to their market price or would otherwise be beneficial to its stakeholders, it is possible that such a takeover would not
be attempted or consummated because of the SEBI Takeover Regulations.
66. The Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer.
Furthermore, the determination of the Price Band is based on various factors and assumptions and the Offer Price may not
be indicative of the market price after the Offer.
The Offer Price of the Equity Shares will be determined by our Company, in consultation with the BRLMs, and through the
Book Building Process. This price will be based on various factors and assumptions, as described under “Basis for Offer Price”
on page 135 and may not be indicative of the market price for the Equity Shares after the Offer. The market price of the Equity
Shares could be subject to significant fluctuations after the Offer and may decline below the Offer Price. We cannot assure you
that the investor will be able to resell their Equity Shares at or above the Offer Price. Our market capitalization to revenue from
operations for the three months period ended June 30, 2025 is [●] times at the upper end of the Price Band and [●] times at the
lower end of the Price Band, and our price to earnings ratio multiple for the Financial Year 2025 is [●] times at the upper end
of the Price Band and [●] times at the lower end of the Price Band.
The table below provides details of our market capitalization at Offer Price to revenue from operations and EV/EBITDA ratio
at Offer Price for the Financial Year 2025:
Particulars Market capitalization at Offer Price to Revenue from Operations* Price to earnings ratio*
[●] [●]
Financial Year 2025
*To be updated upon finalization of Offer Price
67. Our Basic Earnings Per Equity Share was ₹1.42 for the three months ended June 30, 2025, ₹4.07 for the Financial Year
2025, ₹(5.31) for the Financial Year 2024 and ₹(9.22) for the Financial Year 2023, and our Diluted Earnings Per Equity
Share was ₹1.42 for the three months ended June 30, 2025, ₹4.05 for the Financial Year 2025, ₹(5.31) for the Financial
Year 2024 and ₹(9.22) for the Financial Year 2023. Further, our Return on Net Worth was 4.72% for the three months
ended June 30, 2025 and (9.01)% for the three months period ended June 30, 2024, 14.14% for the Financial Year 2025,
(21.18)% for the Financial Year 2024 and (28.48)% for the Financial Year 2023. We cannot assure you that our Basic and
Diluted Earnings Per Equity Share or Return on Net Worth will increase in the future.
Our earnings per equity share (“EPS”) and RoNW have fluctuated over the last three Financial Years and the three month
periods ended June 30, 2025 and June 30, 2024. Our EPS and RoNW are influenced by multiple factors including changes in
revenue, profitability, cost structure, and equity base.
The table below sets forth our Basic and Diluted EPS for the periods/years mentioned:
Financial Year/Period Ended Basic EPS (in ₹) Diluted EPS (in ₹)
March 31, 2025 4.07 4.05
March 31, 2024 (5.31) (5.31)
March 31, 2023 (9.22) (9.22)
Weighted Average (1.27) (1.28)
Three month period ended June 30, 2025* 1.42 1.42
Three month period ended June 30, 2024* (2.07) (2.07)
*Not annualized
Notes:
1) The figures disclosed above for basic EPS and diluted EPS are derived from the Restated Consolidated Financial Information.
2) The basic earnings / (loss) per share is computed by dividing the profit / (loss) for the period/ year by the weighted average number
of Equity Shares outstanding during the reporting period (including instruments entirely equity in nature).
3) The diluted earnings / (loss) per share is computed by dividing the profit / (loss) for the period/ year by the weighted average
number of Equity Shares outstanding during the year plus the weighted average number of Equity Shares that would be issued on conversion
of all the dilutive potential Equity Shares into Equity Shares.
4) Weighted average = aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each
year/total of weights.
67The table below sets forth our RoNW for the periods/years mentioned:
Financial Year/Period Ended RoNW (%)
March 31, 2025 14.14%
March 31, 2024 (21.18%)
March 31, 2023 (28.48%)
Weighted Average (4.74%)
Three month period ended June 30, 2025* 4.72%
Three month period ended June 30, 2024* (9.01%)
*Not annualized
Notes:
1) RoNW is calculated as Profit/(Loss) for the period/year divided by Net Worth.
2) Net Worth is calculated as sum of equity share capital, instruments entirely equity in nature and other equity excluding share based
payment reserve and foreign currency translation reserve.
3) Weighted average is aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. {(RoNW x Weight) for each year} /
{Total of weights}.
For reconciliation, please see “Other Financial Information – Reconciliation of Non-GAAP Financial Measures –
Reconciliation of Net Worth and Return on Net Worth” on page 354.
Our negative EPS and RoNW during the Financial Years 2023 and 2024 were primarily due to losses during the Financial Years
2023 and 2024 due to decrease in revenue from operations (sale of products) and increased expenses due to increase in employee
benefits expenses, depreciation and amortisation expense and other expense. While we have reported a profit during the three
month period ended June 30, 2025 and the Financial Year 2025, we cannot assure you that we will be able to maintain or
improve our EPS or RoNW in the future. Any decline in our EPS or RoNW in the future may adversely affect investor
confidence, our valuation and our ability to raise capital or undertake future growth initiatives, which may have an adverse
effect on our business, results of operations, financial condition and cash flows.
68. Our Equity Shares have never been publicly traded, and, after the Offer, our Equity Shares may experience price and volume
fluctuations, and an active trading market for our Equity Shares may not develop.
Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market for our Equity Shares
may not develop. Listing and quotation do not guarantee that a market for our Equity Shares will develop, or if developed, the
liquidity of such market for our Equity Shares. The Offer Price of our Equity Shares has been determined through a book-
building process and will be based on numerous factors, including factors as described under “Basis for Offer Price” on page
135, and may not be indicative of the market price of our Equity Shares at the time of commencement of trading of our Equity
Shares or at any time thereafter.
The market price of our Equity Shares may be subject to significant fluctuations in response to, among other factors:
• quarterly variations in our results of operations;
• results of operations that vary from the expectations of research analysts and investors;
• results of operations that vary from those of our competitors;
• changes in expectations as to our future financial performance, including financial estimates by research analysts and
investors;
• conditions in financial markets, including those outside India;
• a change in research analysts’ recommendations;
• announcements by us or our competitors of new products, significant acquisitions, strategic alliances, joint operations
or capital commitments;
• announcements by third parties or government entities of significant claims or proceedings against us;
• new laws and government regulations or changes in laws and government regulations applicable to our industry;
• additions or departures of Key Managerial Personnel and Senior Management;
• general economic and stock market conditions; and
68• changes in relation to any of the factors listed above could affect the price of our Equity Shares.
Consequently, the price of our Equity Shares may be volatile, and you may be unable to re-sell your Equity Shares at or above the
Offer Price, or at all. A decrease in the market price of our Equity Shares could cause you to lose some or all of your investment.
69. Subsequent to the listing of the Equity Shares, we may be subject to pre-emptive surveillance measures, such as the Additional Surveillance
Measures and the Graded Surveillance Measures by the Stock Exchanges in order to enhance the integrity of the market and safeguard
the interest of investors.
Subsequent to the listing of the Equity Shares, we may be subject to Additional Surveillance Measures (“ASM”) and Graded
Surveillance Measures (“GSM”) by the Stock Exchanges. These measures are in place to enhance the integrity of the market and
safeguard the interest of investors. The criteria for shortlisting any security trading on the Stock Exchanges for ASM is based on
objective criteria, which includes market-based parameters such as high low-price variation, concentration of customer accounts, close
to close price variation, market capitalization, average daily trading volume and its change, and average delivery percentage, among
others. Securities are subject to GSM when its price is not commensurate with the financial health and fundamentals of our Company.
Specific parameters for GSM include net worth, net fixed assets, price to earnings ratio, market capitalization and price to book value,
among others. Factors within and beyond our control may lead to our securities being subject to GSM or ASM. In the event our Equity
Shares are subject to such surveillance measures implemented by any of the Stock Exchanges, we may be subject to certain additional
restrictions in connection with trading of our Equity Shares such as limiting trading frequency (for example, trading either allowed
once in a week or a month) or freezing of price on upper side of trading which may have an adverse effect on the market price of our
Equity Shares or may in general cause disruptions in the development of an active trading market for our Equity Shares.
70. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby suffer future
dilution of their ownership position.
Under the Companies Act, a company incorporated in India and having share capital must offer its equity shareholders pre-emptive
rights to subscribe and pay for a proportionate number of equity shares to maintain their existing ownership percentages prior to
issuance of any new equity shares, unless the pre-emptive rights have been waived by the adoption of a special resolution by holders
of three-fourths of our Equity Shares voting on such resolution. However, if the law of the jurisdiction that you are in does not permit
the exercise of such pre-emptive rights without our filing an offering document or registration statement with the applicable authority
in such jurisdiction, you will be unable to exercise such pre-emptive rights, unless we make such a filing. If we elect not to file a
registration statement, the new securities may be issued to a custodian, who may sell the securities for your benefit. The value such
custodian receives on the sale of any such securities and the related transaction costs cannot be predicted. To the extent that you are
unable to exercise pre-emptive rights granted in respect of our Equity Shares, your proportional equity interests in our Company would
be diluted.
71. Investors may be subject to Indian taxes arising out of capital gains on the sale of our Equity Shares and dividend received.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares of an Indian company
are generally taxable in India. A securities transaction tax (“STT”) is levied both at the time of transfer and acquisition of the equity
shares and the STT is collected by an Indian stock exchange on which equity shares are sold. Any capital gain exceeding ₹125,000,
realised on the sale of Equity Shares on a recognised stock exchange, held for more than 12 months immediately preceding the date
of transfer, will be subject to long term capital gains in India, at the rate of 12.5% (plus applicable surcharge and cess). This beneficial
rate is, among others, subject to payment of STT. Further, any gain realised on the sale of Equity Shares held for more than 12 months,
which are sold using any platform other than a recognised stock exchange and on which no STT has been paid, will be subject to long
term capital gains tax in India at the rate of 12.5% (plus applicable surcharge and cess). Further, any capital gains realised on the sale
of Equity Shares held for a period of 12 months or less immediately preceding the date of transfer will be subject to short term capital
gains tax in India. Such gains will be subject to tax at the rate of 20% (plus applicable surcharge and cess), subject to STT being paid
at the time of sale of such shares. Otherwise, such gains will be taxed at the applicable rates. Capital gains arising from the sale of the
Equity Shares will not be chargeable to tax in India in cases where relief from such taxation in India is provided under a treaty between
India and the country of which the seller is a resident read with the Multilateral Instrument, if and to the extent applicable, and the
seller is entitled to avail benefits thereunder. Generally, 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 gains made upon the sale
of the Equity Shares. Investors are advised to consult their own tax advisors and to carefully consider the potential tax consequences
of owning Equity Shares.
The Finance Act, 2019 has clarified that, in the absence of a specific provision under an agreement, the liability to pay stamp duty in
case of sale of securities through stock exchanges will be on the buyer, while in other cases of transfer for consideration through a
depository, the onus will be on the transferor. The stamp duty for transfer of certain securities, other than debentures, on a delivery
basis is specified at 0.015% and on a non-delivery basis is specified at 0.003% of the consideration amount. These amendments have
come into effect from July 1, 2020. Further, such Indian company is required to withhold tax on the dividends distributed, at the
applicable rate. Non-resident shareholders may claim benefit of the applicable tax treaty, subject to satisfaction of certain conditions.
We 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 pursuant to any corporate action including dividends. Investors are advised to consult their own tax advisors and to carefully
consider the potential tax consequences of owning Equity Shares. Recently, the Government of India has notified the Income-tax Act,
692025, to repeal and replace the existing IT Act, with effect from April 1, 2026. While the Government has stated that Income-tax Act, 2025
does not introduce any policy changes and has primarily been enacted as a simplified, concise, and reader-friendly legislation, we cannot
predict whether such simplification or changes in legislative language may give rise to interpretational issues. We cannot predict if the
enactment of the Income-tax Act, 2025 or any interpretational issue arsing therefrom will have a bearing on our business, financial condition,
results of operations or on the industry in which we operate.
72. The current market price of some securities listed pursuant to certain previous issues managed by the BRLMs is below their respective
issue prices.
The current market price of securities listed pursuant to certain previous initial public offerings managed by the BRLMs is below their
respective issue prices. For further details, see “Other Regulatory and Statutory Disclosures – Price information of past issues handled by the
BRLMs” on page 412. 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 cannot 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.
73. Qualified Institutional Buyers and Non-Institutional Bidders 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 are not permitted to withdraw their
Bids after the Bid/Offer Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and NIBs 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. RIBs can revise
or withdraw their Bids at any time during the Bid/Offer Period and until the Bid/Offer Closing Date, but not thereafter. While our Company
is required to complete all necessary formalities for listing and commencement of trading of our Equity Shares on all Stock Exchanges where
such Equity Shares are proposed to be listed, including Allotment pursuant to the Offer, within such period as may be prescribed under
applicable law, events affecting the Bidders’ decision to invest in our Equity Shares, including adverse changes in international or national
monetary policy, financial, political or economic conditions, our business, financial condition and results of operations may arise between the
date of submission of the Bid and Allotment. Our Company may complete the Allotment of our Equity Shares even if such events occur, and
such events limit the Bidders’ ability to sell our Equity Shares Allotted pursuant to the Offer or cause the trading price of our Equity Shares
to decline on listing. QIBs and NIBs will therefore not be able to withdraw or lower their bids following adverse developments in international
or national monetary policy, financial, political or economic conditions, our business, results of operations, financial condition, cash flows or
otherwise, between the dates of submission of their Bids and Allotment.
74. There is no guarantee that our Equity Shares will be listed on the Stock Exchanges in a timely manner or at all.
In accordance with Indian law and practice, permission for listing and trading of our Equity Shares will not be granted until after certain
actions have been completed in relation to this Offer and until Allotment of Equity Shares pursuant to this Offer. In accordance with current
regulations and circulars issued by SEBI, our Equity Shares are required to be listed on the BSE and NSE within such time as mandated under
the applicable laws including the UPI Circulars, subject to any change in the prescribed timeline in this regard. However, we cannot assure
you that the trading in our Equity Shares will commence in a timely manner or at all. Any failure or delay in obtaining final listing and trading
approvals may restrict your ability to dispose of your Equity Shares
75. Any future issuance of Equity Shares or convertible securities or other equity linked securities by us may dilute your shareholding and
sales of the Equity Shares by our major shareholders may adversely affect the trading price of the Equity Shares.
Any future equity issuances by us, including a primary offering, may lead to the dilution of investors’ shareholdings in us. Any disposal of
Equity Shares by our major shareholders or any issuance of Equity Shares or the perception that such issuance or sales may occur, including
to comply with the minimum public shareholding norms applicable to listed companies in India may 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. There can be no assurance that we will not issue further Equity Shares or that the shareholders will not dispose of
the Equity Shares. Any future issuances could also dilute the value of your investment in the Equity Shares. In addition, any perception by
investors that such issuances or sales might occur may also affect the market price of the Equity Shares.
76. You may not be able to immediately sell any of the Equity Shares you subscribe to in this Offer on the Stock Exchanges.
The Equity Shares will be listed on the Stock Exchange. Pursuant to the applicable Indian laws and practice, permission for listing of the
Equity Shares will not be granted till the Equity Shares in this Offer have been issued and allotted and all relevant documents are submitted
to the Stock Exchanges. Further, certain actions must be completed prior to the commencement of listing and trading of the Equity Shares
such as the Investor’s book entry or ‘demat’ accounts with the depository participants in India, expected to be credited within one (1) Working
Day of the date on which the Basis of Allotment is finalized with the Designated Stock Exchange. In addition, the Allotment of Equity Shares
in the Offer and the credit of such Equity Shares to the applicant’s demat account with the depository participant could take approximately
two Working Days from the Bid/Offer Closing Date and trading in Equity Shares upon receipt of listing and trading approval from the Stock
Exchanges, trading of Equity Shares is expected to commence within three Working Days from Bid/ Offer Closing Date. Any failure or delay
in obtaining the approval or otherwise commence trading in Equity Shares would restrict your ability to dispose of your Equity Shares.
We cannot assure you that the Equity Shares will be credited to investors’ demat accounts or that trading in the Equity Shares will
commence in a timely manner (as specified herein) or at all. We could also be required to pay interest at the applicable rates if the
allotment is not made, refund orders are not dispatched or demat credits are not made to investors within the prescribed time periods.
70SECTION III: INTRODUCTION
THE OFFER
The following table sets forth the details of the Offer:
The Offer Up to [●] Equity Shares of face value of ₹1 each, aggregating up to
₹ 15,000.00 million
consists of:
Fresh Issue(1)(2)(9) Up to [●] Equity Shares of face value of ₹1 each, aggregating up to
₹ 5,000.00 million
Offer for Sale(1)(3)(4) Up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹
10,000.00 million
The Offer consists of:
QIB Portion(5)(10) Not less than [●] Equity Shares of face value of ₹1 each aggregating
up to ₹[●] million
of which:
- Anchor Investor Portion(5)(10) Up to [●] Equity Shares of face value of ₹1 each
- Net QIB Portion (assuming the Anchor Investor Portion is fully Up to [●] Equity Shares of face value of ₹1 each
subscribed)
of which:
- Mutual Fund Portion Up to [●] Equity Shares of face value of ₹1 each
- Balance for all QIBs including Mutual Funds Up to [●] Equity Shares of face value of ₹1 each
Non-Institutional Portion(6)(7)(10) Not more than [●] Equity Shares of face value of ₹1 each aggregating
up to ₹[●] million
of which:
One-third of the Non-Institutional Portion available for allocation to [●] Equity Shares of face value of ₹1 each
Bidders with an application size of more than ₹200,000 and up to
₹1,000,000
Two-third of the Non-Institutional Portion available for allocation to [●] Equity Shares of face value of ₹1 each
Bidders with an application size of more than ₹1,000,000
Retail Portion Not more than [●] Equity Shares aggregating up to ₹[●] million
Pre and post-Offer Equity Shares
Equity Shares outstanding prior to the Offer (as on the date of this 96,146,300 Equity Shares of face value of ₹1 each
Updated Draft Red Herring Prospectus – I and prior to conversion of
outstanding Preference Shares)
Equity Shares outstanding prior to the Offer (assuming conversion of 150,098,551 Equity Shares of face value of ₹1 each
outstanding Preference Shares)*
Equity Shares outstanding after the Offer(8) [●] Equity Shares of face value of ₹1 each
Use of Net Proceeds of the Offer See “Objects of the Offer” on page 126 for information about the use
of the Net Proceeds. Our Company will not receive any proceeds
from the Offer for Sale.
* As on the date of this Updated Draft Red Herring Prospectus – I, 7,185,060 Preference Shares comprising of Series A CCPS, Series A1 CCPS, Series B
CCPS, Series B1 CCPS and Series C CCPS, are outstanding. Prior to filing of the Red Herring Prospectus with the RoC in accordance with Regulation
5(2) read with Regulation 59(E)(1) of the SEBI ICDR Regulations, the following outstanding Preference Shares, as on the date of this Updated Draft Red
Herring Prospectus – I, shall be converted into a maximum of 53,952,251 Equity Shares of face value of ₹1 each in the manner as mentioned below. The
issued, subscribed, and paid-up share capital of our Company will accordingly be updated at the time of filing of the Red Herring Prospectus with RoC.
Outstanding Preference Shares as on date of this Updated Draft Red Maximum number of resultant Equity Shares
Herring Prospectus – I
162,400 Series A CCPS of face value of ₹10 each Up to 1,624,000 Equity Shares of face value of ₹1 each (i.e., conversion of
such preferences shares into Equity Shares in the ratio of 1:10)
347,600 Series A1 CCPS of face value of ₹10 each Up to 3,476,000 Equity Shares of face value of ₹1 each (i.e., conversion of
such preferences shares into Equity Shares in the ratio of 1:10)
15,507 Series B CCPS of face value of ₹6,000 each Up to 31,014,000 Equity Shares of face value of ₹1 each (i.e., conversion of
such preferences shares into Equity Shares in the ratio of 1:2,000)
1,762 Series B1 CCPS of face value of ₹6,000 each Up to 3,524,000 Equity Shares of face value of ₹1 each (i.e., conversion of
such preferences shares into Equity Shares in the ratio of 1:2,000)
6,657,791 Series C CCPS of face value of ₹3 each Up to 14,314,251 Equity Shares of face value of ₹1 each (i.e., conversion of
such preferences shares into Equity Shares in the maximum ratio of 1:2.15)
Total of maximum number of resultant Equity Shares Up to 53,952,251 Equity Shares of face value of ₹1 each
(1) The Offer has been authorised by our Board pursuant to the resolution passed at their meeting dated January 23, 2025.
(2) The Fresh Issue has been authorised by a special resolution of our Shareholders dated February 15, 2025.
(3) 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 March 31, 2025.
(4) Each of the Selling Shareholders have, severally and not jointly, authorised its participation in the Offer for Sale to the extent of its respective portion of
the Offered Shares as set out below:
71S. Selling Shareholder Number of Offered Shares Aggregate proceeds Date of consent Date of corporate
No. (assuming full conversion of the from the Offered letter action / board
outstanding Preference Shares Shares resolution /
held as on the date of this authorisation letter
Updated Draft Red Herring
Prospectus – I)
Promoter Selling Shareholders
(1) Samee r Ashok Mehta Up to [●] Equity Shares of face Up to ₹750.00 million March 31, 2025 N.A.
value of ₹1 each
(2) Aman Gupta Up to [●] Equity Shares of face Up to ₹2,250.00 March 31, 2025 N.A.
value of ₹1 each million
(3) South Lake Investment Ltd Up to [●] Equity Shares of face Up to ₹5,000.00 March 31, 2025 March 28, 2025
value of ₹1 each million
Investor Selling Shareholders
(4) Fi reside Ventures Investment Fund-I Up to [●] Equity Shares of face Up to ₹1,500.00 March 31, 2025 March 24, 2025
(Scheme of Fireside Ventures value of ₹1 each million
Investment Trust)
(5) Q ualcomm Ventures LLC Up to [●] Equity Shares of face Up to ₹500.00 million March 31, 2025 January 27, 2025
value of ₹1 each
For details, see ‘Other Regulatory and Statutory Disclosures’ on page 404.
(5) 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 the SEBI ICDR Regulations. The QIB Portion will be accordingly reduced for the shares allocated to Anchor Investors. 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 back to the Net
QIB Portion. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual
Funds only, and the remainder of the 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 QIB Portion
and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For details, see “Offer Procedure” on page
433.
(6) 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 any other category or combination of categories at the discretion of our Company, in consultation with the
BRLMs and the Designated Stock Exchange. Under-subscription, if any, in the Net QIB Portion would not be allowed to be met with spill-over from other
categories or a combination of categories.
(7) The Equity Shares available for allocation to NIBs under the Non-Institutional Portion, shall be subject to the following, and in accordance with the
SEBI ICDR Regulations: (i) one-third of the portion available to NIBs shall be reserved for Bidders with an application size of more than ₹200,000 and
up to ₹1,000,000, and (ii) two-third of the portion available to NIBs shall be reserved for Bidders with 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 NIBs.
(8) If (i) our Company does not make the minimum Allotment in the Offer as specified under Rule 19(2)(b) of the SCRR or does not achieve the minimum
subscription of 90% of the Fresh Issue on the Bid/ Offer Closing Date; or (ii) subscription level falls below the aforesaid minimum subscription after the
Bid/ Offer Closing Date due to withdrawal of Bids, or after technical rejections, or any other reason; or (iii) in case of devolvement of Underwriting,
aforesaid minimum subscription is not received within such period as prescribed under applicable law; and (iv) if the listing or trading permission is not
obtained from the Stock Exchanges for the Equity Shares in the Offer, our Company shall forthwith refund the entire subscription amount in accordance
with applicable law.
(9) Our Company and our Promoters, in consultation with the BRLMs, may consider a Pre-IPO Placement aggregating up to ₹ 1,000.00 million, prior to
filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation
with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue,
subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior
to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the
Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing
of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if
undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus.
(10) In the event of an undersubscription in the Offer, Equity Shares will be allotted in the following order: (i) in the first instance such number of Equity
Shares comprising 90% of the Fresh Issue; (ii) thereafter, sale of the Offered Shares being offered by Fireside in the Offer for Sale, (iii) then, sale of the
Offered Shares being offered by our Corporate Promoter in the Offer for Sale, (iv) then, sale of the Offered Shares being offered by Qualcomm and our
Individual Promoters in the Offer for Sale, with Qualcomm’s portion of the Offered Shares being capped at 25% of its pre-Offer shareholding, and (v)
thereafter, towards the balance 10% of the Fresh Issue portion.
Pursuant to Rule 19(2)(b) of the SCRR, the Offer is being made for at least [●]% of the post- Offer paid-up Equity Share capital
of our Company. Allocation to all categories, except the Anchor Investor Portion, Non-Institutional Portion and the Retail
Portion, shall be made on a proportionate basis subject to valid Bids received at or above the Offer Price, as applicable. The
allocation to each RIB and NIB shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail
Portion and the Non-Institutional Portion, respectively, and the remaining available Equity Shares, if any, shall be allocated on
a proportionate basis in accordance with the conditions specified in the SEBI ICDR Regulations. Allocation to Anchor Investors
shall be on a discretionary basis in accordance with the SEBI ICDR Regulations. For further details, see “Offer Procedure” and
“Terms of the Offer” on pages 433 and 424, respectively.
72SUMMARY OF FINANCIAL INFORMATION
The following tables provide the summary of financial information of our Company derived from the Restated Consolidated
Financial Information as at and for the three months periods ended June 30, 2025, and June 30, 2024, and for the Financial
Years ended March 31, 2025, March 31, 2024, and March 31, 2023.
The Restated Consolidated Financial Information referred to above are presented under “Restated Consolidated Financial
Information” on page 269. The summary of financial information presented below should be read in conjunction with the
“Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 269 and 356, respectively.
73SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
(in ₹ million, unless otherwise stated)
As at June 30, As at June 30, As at March 31, As at March 31, As at March
Particulars
2025 2024 2025 2024 31, 2023
ASSETS
Non-current assets
Property, plant and equipment 172.92 208.22 187.12 219.17 216.26
Right-of-use assets 162.38 254.33 185.41 280.41 186.62
Goodwill 2,034.54 1,985.75 2,035.41 1,983.90 1,956.90
Other intangible assets 1,139.61 1,351.07 1,202.68 1,417.96 1,427.13
Intangible assets under development 36.30 - 22.43 - 82.51
Investments accounted for using the equity method 316.09 502.45 322.60 480.20 295.29
Financial assets
Investments - - - - 8.14
Other financial assets 135.31 41.62 38.51 42.37 266.31
Deferred tax assets (net) 358.70 615.67 362.87 553.91 382.47
Income tax assets (net) 47.84 124.94 123.75 220.11 179.70
Other non-current assets 3.73 3.22 3.51 3.40 2.69
Total non-current assets 4,407.41 5,087.27 4,484.29 5,201.43 5,004.02
Current assets
Inventories 4,486.60 3,768.20 3,258.12 4,310.06 4,701.75
Financial assets
Investments - - 831.95 - -
Trade receivables 3,421.54 1,761.79 2,545.41 1,507.96 2,758.06
Cash and cash equivalents 697.38 912.98 837.68 604.45 1,474.03
Bank balance other than Cash and cash equivalents 1,990.00 1,800.00 1,990.00 1,935.00 1,930.40
Loans 1.45 0.49 0.54 0.04 0.45
Other financial assets 156.43 40.03 133.04 164.06 116.77
Other current assets 2,044.52 3,198.86 2,099.68 3,632.13 5,799.54
Total current assets 12,797.92 11,482.35 11,696.42 12,153.70 16,781.00
Total assets 17,205.33 16,569.62 16,180.71 17,355.13 21,785.02
EQUITY AND LIABILITIES
Equity
Equity share capital 96.15 96.15 96.15 96.15 96.10
Instruments entirely equity in nature 108.71 108.71 108.71 108.71 108.71
Other equity 5,112.98 3,890.83 4,877.65 4,167.88 4,747.74
Total equity 5,317.84 4,095.69 5,082.51 4,372.74 4,952.55
74As at June 30, As at June 30, As at March 31, As at March 31, As at March
Particulars
2025 2024 2025 2024 31, 2023
Liabilities
Non-current liabilities
Financial liabilities
Borrowings - 5,039.95 - 5,039.95 5,031.23
Lease liabilities 99.82 176.47 114.79 197.48 118.17
Other financial liabilities - - - - 233.79
Provisions 38.46 24.95 31.93 22.53 21.03
Deferred tax liabilities (net) 101.02 121.72 107.60 166.89 166.89
Total non-current liabilities 239.30 5,363.09 254.32 5,426.85 5,571.11
Current liabilities
Financial liabilities
Borrowings 5,720.50 2,777.62 5,648.81 3,561.92 7,329.86
Lease liabilities 76.64 82.04 83.23 82.93 70.32
Trade payables
Total outstanding dues of micro enterprises and small enterprises 384.86 145.05 276.79 91.08 29.35
Total outstanding dues of creditors other than micro enterprises and small enterprises 4,221.20 2,440.15 3,434.56 2,109.57 2,566.18
Other financial liabilities 68.97 331.30 139.87 489.77 455.46
Other current liabilities 163.09 131.46 151.43 101.17 151.27
Provisions 1,012.93 1,203.22 1,109.19 1,119.10 658.92
Total Current liabilities 11,648.19 7,110.84 10,843.88 7,555.54 11,261.36
Total liabilities 11,887.49 12,473.93 11,098.20 12,982.39 16,832.47
Total equity and liabilities 17,205.33 16,569.62 16,180.71 17,355.13 21,785.02
75SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(in ₹ million, unless otherwise stated)
Particulars For the three- For the three- For the For the For the financial
months period months period financial financial year year ended March
ended June 30, ended June 30, year ended ended March 31, 2023
2025 2024 March 31, 31, 2024
2025
Income
Revenue from operations 6,281.02 5,672.21 30,732.77 31,176.74 33,767.90
Other income 103.37 51.51 245.37 176.72 263.94
Total Income 6,384.39 5,723.72 30,978.14 31,353.46 34,031.84
Expenses
Purchases of stock-in-trade 5,765.71 3,532.68 20,697.81 22,711.25 25,268.96
Changes in inventories of stock-in-trade (1,228.48) 541.86 1,051.94 391.69 836.80
Employee benefits expense 385.10 324.71 1,348.04 1,305.19 994.17
Finance costs 17.55 98.16 278.85 683.69 783.58
Depreciation and amortisation expense 104.54 110.42 399.32 355.86 255.95
Other expenses 1,039.71 1,555.29 6,627.58 6,888.22 7,481.28
Total expenses 6,084.13 6,163.12 30,403.54 32,335.90 35,620.74
Profit/(Loss) before exceptional items, share of profit/(losses) of associate and joint venture and tax 300.26 (439.40) 574.60 (982.44) (1,588.90)
Share of Profit/(Loss) of associate and joint venture (net of tax) (6.51) 22.25 86.39 19.91 (48.22)
Profit/(Loss) before exceptional items and tax 293.75 (417.15) 660.99 (962.53) (1,637.12)
Add: Exceptional item on sale of investment in associate - - 86.03 - -
Profit/(Loss) Before Tax 293.75 (417.15) 747.02 (962.53) (1,637.12)
Tax expense / (credit)
Current tax 81.58 0.54 4.32 6.84 6.40
Deferred tax expense / (credit) (1.36) (106.93) 131.90 (172.53) (348.98)
Total tax expense / (credit) 80.22 (106.39) 136.22 (165.69) (342.58)
PROFIT/(LOSS) FOR THE PERIOD/YEAR (A) 213.53 (310.76) 610.80 (796.84) (1,294.54)
OTHER COMPREHENSIVE INCOME
Items that will not be reclassified to profit or loss
(i) Remeasurements of net defined benefit plans (4.17) 0.09 (0.61) 4.32 0.16
(ii) Less: Income tax relating to items that will not be reclassified to profit or loss 1.05 (0.02) 0.15 (1.09) (0.04)
76Particulars For the three- For the three- For the For the For the financial
months period months period financial financial year year ended March
ended June 30, ended June 30, year ended ended March 31, 2023
2025 2024 March 31, 31, 2024
2025
Items that will be reclassified subsequently to profit or loss:
Exchange differences in translating financial statements of foreign operations 0.52 15.17 65.20 95.15 147.84
OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD/YEAR, NET OF TAX (B) (2.60) 15.24 64.74 98.38 147.96
TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD/YEAR (A+B) 210.93 (295.52) 675.54 (698.46) (1,146.58)
Profit/(Loss) for the period/year attributable to:
Owners of the Company 213.53 (310.76) 610.80 (796.84) (1,294.54)
Non-controlling interests - - - - -
Profit/(Loss) for the period/year 213.53 (310.76) 610.80 (796.84) (1,294.54)
Other comprehensive income/(loss) for the period/year attributable to:
Owners of the Company (2.60) 15.24 64.74 98.38 147.96
Non-controlling interests
Other comprehensive income/(loss) for the period/year, net of tax (2.60) 15.24 64.74 98.38 147.96
Total comprehensive income/(loss) for the period/year attributable to:
Owners of the Company 210.93 (295.52) 675.54 (698.46) (1,146.58)
Non-controlling interests - - - - -
Total comprehensive income/(loss) for the period/year 210.93 (295.52) 675.54 (698.46) (1,146.58)
Earnings/(Loss) per equity share (face value of Re. 1 each)
Basic (Rs.) 1.42 (2.07) 4.07 (5.31) (9.22)
Diluted (Rs.) (restricted to Basic EPS) 1.42 (2.07) 4.05 (5.31) (9.22)
77SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS
(in ₹ million, unless otherwise stated)
For the three- For the three- For the financial For the financial For the financial
months period months period year ended March year ended year ended
ended June 30, ended June 30, 31, 2025 March 31, 2024 March 31, 2023
2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit/(loss) before tax 293.75 (417.15) 747.02 (962.53) (1,637.12)
Adjustments for:
Share of Profit/(Loss) of associates and joint venture (net of tax) 6.51 (22.25) (86.39) (19.91) 48.22
Exceptional Item - - 86.03 -
Depreciation and amortisation expense 104.54 110.42 399.32 355.86 255.95
Impairment Expense - - 7.73 - -
Share based payment expense 27.09 18.47 86.04 111.56 36.22
Interest on fixed deposits from Banks (39.62) (40.09) (170.29) (137.26) (172.96)
Interest income from others (0.68) (0.63) (2.72) (2.40) (1.09)
Fair valuation (gain) from investments designated at FVTPL (net) (5.30) - (23.82) (0.15) (0.82)
Liabilities no longer required written back - - - - (0.24)
Gain on derecognition of leases - (0.25) (0.16) (2.28) -
Fair value loss on account of changes in financial liabilities - - 6.52 8.72 31.23
Finance cost 17.55 98.16 278.85 683.69 783.58
Provision/(Reversal) for loss allowance for trade receivables (22.92) (34.98) 18.67 (62.23) 252.78
Provision for doubtful advances (3.76) 156.89 145.59 104.26 -
Provision/(Reversal) for slow and non moving inventory (net) (1.36) (380.19) (589.32) 758.33 330.80
Gain / Loss on derivative contracts (1.30) - 14.51 - -
Loss/(gain) on Sale/Disposal of tangible and intangible assets (net) - 0.01 0.20 1.07 5.16
Unrealised foreign exchange loss (net) (2.47) 0.42 13.89 0.49 13.31
Operating Profit/(Loss) before working capital changes 372.03 (511.17) 931.67 837.22 (54.98)
Adjustments for:
Decrease/(Increase) in inventories (1,227.12) 922.05 1641.26 (366.64) 506.00
Decrease/(Increase) in trade receivables (853.21) (218.85) (1056.12) 1,312.34 220.32
Decrease/(Increase) in loans (0.91) (0.45) (0.50) 0.41 6.76
Decrease/(Increase) in other financial assets (109.97) 3.40 0.13 105.52 2,201.26
Decrease/(Increase) in other current and non-current assets 58.70 276.38 1,386.75 2,062.45 (3,127.70)
Increase/(Decrease) in trade payables 888.86 383.54 1,336.57 (395.30) 394.79
Increase/(Decrease) in other financial liabilities (70.90) (13.69) 36.47 9.42 51.10
Increase/(Decrease) in other current liabilities 11.63 30.29 50.25 (50.11) 105.82
78For the three- For the three- For the financial For the financial For the financial
months period months period year ended March year ended year ended
ended June 30, ended June 30, 31, 2025 March 31, 2024 March 31, 2023
2025 2024
Increase/(Decrease) in current and non-current provisions (94.42) 86.85 (2.71) 466.01 (386.72)
Cash generated from/(used in) operations (1,025.31) 958.35 4,323.77 3,981.32 (83.35)
Taxes paid (net of refunds) (5.67) 94.62 92.04 (47.25) (98.23)
Net Cash flows generated from/(used in) operating activities (A) (1,030.98) 1,052.97 4,415.81 3,934.07 (181.58)
CASH FLOWS FROM INVESTING ACTIVITIES
Dividend received from Joint Venture - - 30.00 - -
Sale of Investment in associate/(Investment made in equity shares of joint venture) (net of exceptional items) - - 127.96 (165.00) (50.50)
(Investment in) / Redemption of Mutual Funds (net) 837.25 - (808.13) 8.29 19.66
Acquisition of property, plant and equipment (4.55) (15.47) (50.33) (199.67) (233.00)
Payment of deferred consideration - (155.70) (470.85) (224.53) (460.20)
Proceeds from sale of property, plant and equipment - 0.01 0.10 78.87 -
Acquisition of intangible assets including expenditure on internally generated intangible assets (13.87) (0.13) (22.84) (82.85) (297.02)
Investment in fixed deposits (315.00) (350.00) 5,075.00 (249.00) (1,854.56)
Redemption of fixed deposits 315.00 610.00 (4,995.00) 244.39 1,500.00
Interest on fixed deposits 36.78 37.10 176.38 215.32 164.58
Net cash flows (used in) investing activities (B) 855.61 125.81 (937.71) (374.18) (1211.04)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of equity shares, including securities premium - - - 7.09 3.28
Proceeds from issue of preference shares classified as financial liability - - - - 5,000.00
Proceeds / (Repayment) of short-term borrowings (net) 73.85 (801.77) (2,959.58) (3,767.96) (1,881.46)
Principal repayment of lease liabilities (21.56) (20.59) (85.02) (87.74) (53.98)
Interest repayment of lease liabilities (4.27) (5.94) (21.50) (24.66) (12.92)
Interest and other borrowing costs paid (14.67) (54.36) (172.56) (612.40) (719.21)
Net cash flows generated from/(used in) financing activities (C) 33.35 (882.66) (3,238.66) (4,485.67) 2,335.71
Effect of exchange differences on translation of foreign currency 1.72 12.40 (6.21) 56.20 (72.83)
Net increase/(decrease) in cash and cash equivalents (A+B+C) (140.30) 308.53 233.23 (869.58) 870.26
Cash and cash equivalents at the beginning of the period/year 837.68 604.45 604.45 1,474.03 603.77
Cash and cash equivalents at end of the period/ year (refer note below) 697.38 912.98 837.68 604.45 1,474.03
Components of cash and cash equivalents:
79For the three- For the three- For the financial For the financial For the financial
months period months period year ended March year ended year ended
ended June 30, ended June 30, 31, 2025 March 31, 2024 March 31, 2023
2025 2024
Cash on hand 0.45 2.04 0.35 0.86 0.80
Balance with banks
In current accounts 555.63 309.74 696.04 463.59 317.22
In deposits with original maturity of less than 3 months 141.30 601.20 141.29 140.00 1,156.01
Total cash and cash equivalents 697.38 912.98 837.68 604.45 1,474.03
80GENERAL INFORMATION
Our Company was incorporated as ‘Imagine Marketing Private Limited’ as a private limited company under the
Companies Act, 1956, pursuant to the certificate of incorporation dated November 1, 2013, issued by the RoC.
Our Company was subsequently converted into a public limited company pursuant to the resolution passed by our
Board of Directors on January 18, 2022, and special resolution passed by our Shareholders on January 18, 2022,
and the name of our Company was changed to ‘Imagine Marketing Limited’ and a fresh certificate of incorporation
dated January 24, 2022, was issued by the RoC. For details in relation to the changes in the name and registered
office of our Company, see “History and Certain Corporate Matters - Brief History of our Company” on page
226.
Registered and Corporate Office
Unit no. 204 & 205, 2nd floor,
D-wing & E-wing, Corporate Avenue,
Andheri Ghatkopar Link Road,
Mumbai, 400 093
Maharashtra, India
Corporate Identity Number: U52300MH2013PLC249758
Registration Number: 249758
Address of the RoC
Our Company is registered with the RoC, situated at the following address:
Registrar of Companies, Maharashtra at Mumbai
100, Everest
Marine Drive
Mumbai – 400 002
Maharashtra, Mumbai
Board of Directors of our Company
Details regarding our Board as on the date of this Updated Draft Red Herring Prospectus – I are set forth below:
Name and Designation DIN Address
Vivek Gambhir 06527810 House No. D-84, Malcha Marg, Chanakya Puri, New Delhi,
(Chairman and Non-Executive Director) Delhi - 110 021, India
Sameer Ashok Mehta 02945481 2301/A, Omkar 1973, Pandurang Budhkar Marg, Worli, Near
(Executive Director) Shani Mandir, Neelam Centre, Mumbai, Maharashtra, 400030,
India
Aman Gupta^ 02249682 R-21, Hauz Khas, South Delhi, Delhi - 110 016, India
(Non-Executive Director (Additional))
Anish Kumar Saraf* 00322784 B-3002, 30th Floor, Raheja Vivarea, Sane Guruji Marg, Jacob
(Non-Executive Director) Circle, Mumbai - 400 011, Maharashtra, India
Purvi Sheth 06449636 3801, Floor – 38, A-2 Tower, Sky Forest, Senapati Bapat Marg,
(Independent Director) Near Elphinstone Railway Station, Lower Parel, Mumbai,
Maharashtra, 400013 India
Aashish Ramdas Kamat 06371682 Flat 2402, 24th Floor, The Imperial Edge, B B Nakashe
(Independent Director) Marg, Tardeo, Mumbai Central, Mumbai - 400026, Maharashtra,
India
Anand Ramamoorthy 05277865 C-1001, Akme Ballet Apartments, Doddanakundi Outer Ring
(Independent Director) Road, Doddanakundi, Bangalore North, Marathahalli Colony,
Bangalore - 560 037, Karnataka, 560 037, India
Deven Pravinchandra Waghani 09434542 8642, NE, 7th Street, Medina, WA, 98039 – 4801, United States
(Independent Director)
^ As of the date of this Updated Draft Red Herring Prospectus – I, our Board has approved the appointment of Aman Gupta as Non-Executive
Director (Additional) and his regularisation remains subject to the approval of our Shareholders.
* Nominee of South Lake Investment Ltd
For further details of our Board of Directors, see “Our Management” on page 244.
Company Secretary and Compliance Officer
81Shreekant Jayram Sawant is our Company Secretary and Compliance Officer. His contact details are as set forth
below:
Unit no. 204 & 205, 2nd floor,
D-wing & E-wing, Corporate Avenue,
Andheri Ghatkopar Link Road,
Mumbai, 400 093
Maharashtra, India
Tel: + 91 22 6210 2400 / + 91 22 6210 1300
Email: iml.secretarial@imaginemarketingindia.com
Book Running Lead Managers
ICICI Securities Limited Goldman Sachs (India) Securities Private Limited
ICICI Venture House, 9th and 10th Floor, Ascent-Worli
Appasaheb Marathe Marg, Sudam Kalu Ahire Marg
Prabhadevi, Mumbai, 400 025, Worli, Mumbai 400 025
Maharashtra, India. Maharashtra, India
Tel: +91 22 6807 7100 Tel: +91 22 6616 9000
E-mail: iml.ipo@icicisecurities.com E-mail: gs-imaginemarketingipo@gs.com
Investor Grievance ID: Investor Grievance ID: india-client-support@gs.com
customercare@icicisecurities.com Website: www.goldmansachs.com
Website: www.icicisecurities.com Contact Person: Srishti Srivastava / Suchismita Ghosh
Contact Person: Ashik Joisar / Tanya Tiwari SEBI Registration Number: INM000011054
SEBI Registration Number: INM000011179
JM Financial Limited Nomura Financial Advisory and Securities (India)
7th Floor, Cnergy, Private Limited
Appasaheb Marathe Marg, Ceejay House, Level 11, Plot F,
Prabhadevi, Mumbai, 400 025, Shiv Sagar Estate, Dr. Annie Besant Marg,
Maharashtra, India Worli, Mumbai, 400 018
Tel: +91 22 6630 3030 / 3262 Maharashtra, India.
E-mail: boat.ipo@jmfl.com Tel: +91 22 4037 4037
Investor Grievance ID: grievance.ibd@jmfl.com E-mail: imaginemarketingipo@nomura.com
Website: www.jmfl.com Investor Grievance ID: investorgrievances-
Contact Person: Prachee Dhuri in@nomura.com
SEBI Registration Number: INM000010361 Website:
www.nomuraholdings.com/company/group/asia/india/i
ndex.html
Contact Person: Vishal Kanjani / Chirag Shah
SEBI Registration Number: INM000011419
Legal Counsel to our Company as to Indian Law
Cyril Amarchand Mangaldas
5th floor, Peninsula Chambers
Peninsula Corporate Park
Ganpatrao Kadam Marg, Lower Parel
Mumbai 400 013
Maharashtra, India
Tel: +91 22 2496 4455
Email: ipo.cam@cyrilshroff.com
Registrar to the Offer
MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited)
C-101, 1st Floor, 247 Park
L.B.S. Marg, Vikhroli West
Mumbai 400 083
Maharashtra, India
Tel: +91 810 811 4949
Website: www.linkintime.co.in
82Investor Grievance ID: imagine.ipo@linkintime.co.in
Contact Person: Shanti Gopalkrishnan
SEBI Registration Number: INR000004058
Statutory Auditors to our Company
B S R & Co. LLP, Chartered Accountants
14th Floor, Central B Wing and North C Wing,
Nesco IT Park 4, Nesco Center, Western Express
Highway, Goregaon (East), Mumbai 400 063
Maharashtra, India
Tel: +91 22 6257 1000
E-mail: amarsunder@bsraffiliates.com
Firm registration number: 101248W/W-100022
Peer review number: 019712
Changes in Auditors
There has been no change in the statutory auditors of our Company in the three years preceding the date of this
Updated Draft Red Herring Prospectus – I:
Bankers to the Offer
Escrow Collection Bank(s)
[●]
Refund Bank(s)
[●]
Public Offer Account Bank(s)
[●]
Sponsor Bank(s)
[●]
Bankers to our Company
The Hong Kong and Shanghai HDFC Bank Limited Axis Bank Limited
Banking Corporation Limited Unit No. 401 & 402, 4th Floor, 12, Mittal Tower, A Wing,
52/60, Mahatma Gandha Road, Tower 8, Peninsula Business Park, Nariman Point, Mumbai 400 021
Fort, Mumbai – 400 001 Lower Parel, Mumbai – 400 0013 Maharashtra, India
Maharashtra, India Maharashtra, India Tel.: +91 2289 5100 / 2289 5145
Tel.: +91 84520 84923 Tel.: +91 95154 64840 Contact Person: MWBC Mumbai
Contact Person: Suhani Popli Contact Person: Abhishek Singh Branch Head
Email: suhani.popli@hsbc.co.in Email: Email:
Website: www.hsbc.co.in abhishek.singh154@hdfcbank.com cbbmumbai.branchhead@axisbank.
Website: www.hdfcbank.com com
Website: www.axisbank.com
DBS Bank India Limited RBL Bank Limited
1st Floor, Express Towers, One Indiabulls Centre, Tower 2B,
Nariman Point, Mumbai – 400 021 6th Floor, 841, Senapati Bapat Marg,
Maharashtra, India Lower Parel (West), Mumbai – 400
Tel.: +91 22 6638 8881 013
Contact Person: Narendra Ahuja Maharashtra, India
Email: narendraahuja@dbs.com Tel.: +91 22 4302 0879
Website: www.dbs.com Contact Person: Amitava
Mukherjee
83Email:
amitava.mukherjee@rblbank.com
Website: www.rblbank.com
Syndicate Member(s)
[●]
Filing
A copy of the Pre-filed Draft Red Herring Prospectus and a copy of this Updated Draft Red Herring Prospectus –
I have been uploaded on the SEBI intermediary portal at https://siportal.sebi.gov.in as specified in Regulation
59C(1) of the SEBI ICDR Regulations and pursuant to the SEBI ICDR Master Circular. A copy of this Updated
Draft Red Herring Prospectus – I has been submitted at:
Securities and Exchange Board of India
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex
Bandra (E), Mumbai 400 051
Maharashtra, India
A copy of the Red Herring Prospectus and the Prospectus, along with the material contracts and documents
required to be filed under Section 32 and Section 26, respectively, of the Companies Act, would be filed with the
RoC at its office at ‘100, Everest, Marine Drive, Mumbai – 400 002, Maharashtra, Mumbai’ and shall also be
filed with the RoC under Section 26 of the Companies Act through the electronic portal at
www.mca.gov.in/mcafoportal.
Inter-se Allocation of Responsibilities among the Book Running Lead Managers
The following table sets forth the inter-se allocation of responsibilities for various activities among the Book
Running Lead Managers:
Sr. No. Activity Responsibility Coordinator
1. C apital structuring with the relative components and BRLMs I-Sec
formalities such as type of instruments, size of Offer, due
diligence of the Company including its operations /
management / business plans/legal etc. Drafting and design
of the Pre-filed Draft Red Herring Prospectus, the Updated
Draft Red Herring Prospectus – I, the Updated Draft Red
Herring Prospectus – II, Red Herring Prospectus, Prospectus,
abridged prospectus and application form. The Book
Running Lead Managers 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. P ositioning strategy, drafting of business section of the Pre- BRLMs GS
filed Draft Red Herring Prospectus, the Updated Draft Red
Herring Prospectus – I, the Updated Draft Red Herring
Prospectus – II, Red Herring Prospectus and Prospectus
3. C o-ordination for drafting of audiovisual presentation of BRLMs I-Sec
disclosures made in offer document at relevant stages of the
IPO
4. D rafting and approval of all statutory advertisements except BRLMs I-Sec
basis of allotment ad
5. D rafting of industry section of the Pre-filed Draft Red BRLMs JM
Herring Prospectus, the Updated Draft Red Herring
Prospectus – I, the Updated Draft Red Herring Prospectus –
II, Red Herring Prospectus and Prospectus
6. D rafting and approval of all publicity material other than BRLMs GS
statutory advertisements, including corporate advertising,
brochures, media monitoring, etc. and filing of media
compliance report
84Sr. No. Activity Responsibility Coordinator
7. A ppointment of intermediaries (including co-ordinating all BRLMs Nomura
agreements to be entered with such parties): advertising
agency, registrar, printers, banker(s) to the Offer, Sponsor
Bank, Share Escrow Agent, Syndicate Members, etc
8. P reparation of road show presentation and frequently asked BRLMs Nomura
questions
9. In ternational institutional marketing of the Offer (Asia), BRLMs Nomura
which will cover, inter alia:
• Institutional marketing strategy and preparation of
publicity budget;
• Finalising the list and division of international investors
for one-to-one meetings
• Finalising international road show and investor meeting
schedules
10. In ternational institutional marketing of the Offer (rest of the BRLMs GS
world ex-Asia), which will cover, inter alia:
• Institutional marketing strategy and preparation of
publicity budget;
• Finalising the list and division of international investors
for one-to-one meetings
• Finalising international road show and investor meeting
schedules
11. D omestic institutional marketing of the Offer, which will BRLMs I-Sec
cover, inter alia:
• Institutional marketing strategy and preparation of
publicity budget;
• Finalising the list and division of domestic investors for
one-to-one meetings
• Finalising domestic road show and investor meeting
schedules
12. N on-institutional marketing of the Offer, which will cover, BRLMs JM
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.
13. R etail marketing of the Offer, which will cover, inter alia, BRLMs JM
• Finalising media, marketing and public relations
strategy including list of frequently asked questions at
retail 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 brokerage, collection centres
14. C oordination with Stock Exchanges for book building BRLMs Nomura
software, bidding terminals, mock trading, intimation to
Stock Exchanges for anchor portion, anchor coordination,
anchor CAN and intimation of anchor allocation.
15. M anaging the book and finalization of pricing in consultation BRLMs GS
with our Company
16. P ost bidding activities including management of escrow BRLMs JM
accounts, coordinate non-institutional allocation,
coordination with registrar, SCSBs and banks, intimation of
allocation and dispatch of refund to bidders, etc. Post-Offer
activities, which shall involve essential follow-up steps
including allocation to anchor investors, follow-up with
bankers to the Offer and SCSBs to get quick estimates of
85Sr. No. Activity Responsibility Coordinator
collection and advising the issuer about the closure of the
Offer, based on correct figures, finalisation of the basis of
allotment and basis of allotment ad or weeding out of
multiple applications, coordination for unblock of funds by
SCSBs, finalization of trading, dealing and listing of
instruments, dispatch of certificates or demat credit and
refunds and coordination with various agencies connected
with the post-issue activity such as registrar to the Offer,
bankers to the Offer, SCSBs including responsibility for
underwriting arrangements, as applicable.
Payment of the applicable securities transaction tax (“STT”)
on sale of unlisted equity shares by the Selling Shareholders
under the Offer for Sale to the Government.
Co-ordination with SEBI and Stock Exchanges for
submission of all post Offer reports including the Initial and
final Post Offer report to SEBI.
IPO Grading
No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Offer.
Monitoring Agency
Our Company will appoint a monitoring agency to monitor utilization of the Gross Proceeds, in compliance with
the SEBI ICDR Regulations, prior to filing of the Red Herring Prospectus with the RoC.
Appraising Entity
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.
Credit Rating
As this is an Offer of Equity Shares, credit rating is not required.
Debenture Trustees
As this is an Offer of Equity Shares, the appointment of debenture trustees is not required.
Green Shoe Option
No green shoe option is contemplated under the Offer.
Designated Intermediaries
Self-Certified Syndicate Banks
The banks registered with SEBI, which offer the facility of ASBA services, (i) in relation to ASBA, where the
Bid Amount will be blocked by authorising an SCSB, a list of which is available on the website of SEBI at
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
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 and updated from time to
time and at such other websites as may be prescribed by SEBI from time to time.
SCSBs and mobile applications enabled for UPI Mechanism
In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI ICDR
Master Circular, UPI Bidders Bidding using the UPI Mechanism may apply through the SCSBs and mobile
applications whose names appears on the website of the SEBI, i.e.,
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) for SCSBs and
86(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) for mobile applications,
respectively, as updated 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?doRecognisedFpi=yes&intmId=35) and updated from
time to time. For more information on such branches collecting Bid cum Application Forms from the Syndicate
at Specified Locations, see the website of the SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as updated 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 Stock Exchanges at www.bseindia.com
and www.nseindia.com, as updated from time to time.
Registrar and Share Transfer Agents
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 the Stock Exchanges at
www.bseindia.com/Static/PublicIssues/RtaDp.aspx and www.nseindia.com/products-services/initial-public-
offerings-asba-procedures, respectively, as updated from time to time and on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10, as updated from time to
time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
name and contact details, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/PublicIssues/RtaDp.aspx and www.nseindia.com/products-services/initial-public-
offerings-asba-procedures, respectively, as updated from time to time.
Experts to the Offer
Except as disclosed below, our Company has not obtained any expert opinions:
Our Company has received a written consent dated October 17, 2025, from our Statutory Auditor, namely, B S R
& Co. LLP, Chartered Accountants, holding a valid peer review certificate from the ICAI, to include their name
as required under section 26 (5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Updated
Draft Red Herring Prospectus – I, and as an “expert” as defined under section 2(38) of the Companies Act, 2013
to the extent and in their capacity as our Statutory Auditor, and in respect of their (a) examination report dated
October 17, 2025, on the Restated Consolidated Financial Information, (b) report dated October 17, 2025, on the
statement of possible special tax benefits available to our Company and its Shareholders, included in this Updated
Draft Red Herring Prospectus – I and such consent has not been withdrawn as on the date of this Updated Draft
Red Herring Prospectus – I. However, the term “expert” shall not be construed to mean an “expert” as defined
under the U.S. Securities Act.
Our Company has received written consent dated October 17, 2025, from S.K. Patodia & Associates LLP,
Chartered Accountants, holding a valid peer review certificate from the ICAI, to include their name as required
under Section 26(5) of the Companies Act read with SEBI ICDR Regulations in this Updated Draft Red Herring
Prospectus – I and as an ‘expert’ as defined under Section 2(38) of Companies Act in respect of the certificates
dated October 28, 2025, issued by them in their capacity as an independent chartered accountant to our Company,
and such consent has not been withdrawn as on the date of this Updated Draft Red Herring Prospectus – I.
However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
Our Company has received a written consent dated October 17, 2025, from Trust Audit PAC (formerly known as
Stamford Assurance PAC), Chartered Accountants and Public Accountants, to include their names as required
under section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Updated Draft Red
87Herring Prospectus – I, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 with respect
to their report dated October 17, 2025, on the statement of possible special tax benefits available to our Material
Subsidiary, included in this Updated Draft Red Herring Prospectus – I and such consent has not been withdrawn
as on the date of this Updated Draft Red Herring Prospectus – I. However, the term “expert” shall not be construed
to mean an “expert” as defined under the U.S. Securities Act.
Our Company has received written consent dated October 28, 2025, from Aayushman Chauhan, Chartered
Engineer, being the independent chartered engineer, to include their name as required under Section 26(5) of the
Companies Act read with SEBI ICDR Regulations in this Updated Draft Red Herring Prospectus – I and as an
‘expert’ as defined under Section 2(38) of Companies Act in respect of the certificates dated October 28, 2025,
issued by them in their capacity as an independent chartered engineer to our Company, and such consent has not
been withdrawn as on the date of this Updated Draft Red Herring Prospectus – I. However, the term “expert” shall
not be construed to mean an “expert” as defined under the U.S. Securities Act.
Our Company has received written consent dated October 28, 2025, from Saikrishna & Associates, being the
intellectual property consultant, to include their name as required under Section 26(5) of the Companies Act read
with SEBI ICDR Regulations in this Updated Draft Red Herring Prospectus – I and as an ‘expert’ as defined under
Section 2(38) of Companies Act in respect of the certificates October 28, 2025, dated certifying, inter alia, details
of intellectual properties applications and registrations in our name, and such consent has not been withdrawn as
on the date of this Updated Draft Red Herring Prospectus – I. However, the term “expert” shall not be construed
to mean an “expert” as defined under the U.S. Securities Act.
Our Company has received written consent dated October 28, 2025, from Mehta & Mehta Company Secretaries,
Practicing Company Secretaries, being the independent practising company secretary, to include their name as
required under Section 26(5) of the Companies Act read with SEBI ICDR Regulations in this Updated Draft Red
Herring Prospectus – I and as an ‘expert’ as defined under Section 2(38) of Companies Act, and such consent has
not been withdrawn as on the date of this Updated Draft Red Herring Prospectus – I. However, the term “expert”
shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
Book Building Process
Book building, in the context of the Offer, refers to the process of collection of Bids from Bidders on the basis of
the Red Herring Prospectus and the Bid Cum Application Forms and the Revision Forms within the Price Band,
which will be decided by our Company, in consultation with the Book Running Lead Managers, and which will
either be included in the Red Herring Prospectus or will be advertised in all editions of Financial Express, an
English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper, and Mumbai edition
of Navshakti, a Marathi daily newspaper (Marathi is 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. The Offer Price shall be determined by our Company, in consultation with the Book Running Lead
Managers after the Bid/Offer Closing Date. For details, see “Offer Procedure” on page 433.
All Bidders (other than Anchor Investors) shall participate in this Offer mandatorily through the ASBA
process by providing the details of their respective bank accounts in which the corresponding Bid Amount
will be blocked by the SCSBs. In addition to this, the RIBs 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. Pursuant to SEBI ICDR Master
Circular, all individual bidders in initial public offerings whose application sizes are up to ₹0.50 million
shall use the UPI Mechanism. Anchor Investors are not permitted to participate in the Offer through the
ASBA process.
In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not permitted to withdraw
their Bid(s) or lower the size of their Bid(s) (in terms of the number of Equity Shares or the Bid Amount)
at any stage. RIBs can revise their Bid(s) during the Bid/ Offer Period and withdraw their Bid(s) until Bid/
Offer Closing Date. Anchor Investors are not allowed to withdraw their Bids after the Anchor Investor
Bidding Date. Except for Allocation to RIBs, NIBs and the Anchor Investors, allocation in the Offer will be
on a proportionate basis. Further, allocation to Anchor Investors will be on a discretionary basis.
Each Bidder by submitting a Bid in the Offer, will be deemed to have acknowledged the above restrictions
and the terms of the Offer.
88For further details on method and process of Bidding, see “Terms of the Offer”, “Offer Structure” and “Offer
Procedure” on pages 424, 430 and 433, respectively.
The process of Book Building under the SEBI ICDR Regulations and the Bidding Process are subject to
change from time to time and the investors are advised to make their own judgment about investment
through this process prior to submitting a Bid in the Offer.
Bidders should note that, the Offer is also subject to obtaining (i) the final approval of the RoC after the Prospectus
is filed with the RoC; and (ii) final listing and trading approvals of the Stock Exchanges, which our Company
shall apply for after Allotment.
For further details on the method and procedure for Bidding, see “Offer Structure” and “Offer Procedure” on
pages 430 and 433 respectively.
Investor Grievances
For mechanism for the redressal of Investor Grievances, please see “Other Regulatory and Statutory Disclosures
- Mechanism for Redressal of Investor Grievances” on page 421.
Underwriting Agreement
After determination of the Offer Price, our Company and Selling Shareholders intend 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 [●]. The extent of underwriting
obligations and the Bids to be underwritten by each BRLM shall be as per the Underwriting Agreement. Pursuant
to the terms of the Underwriting Agreement, the obligations of each of the Underwriters will be several and will
be subject to certain conditions specified therein.
The Underwriters have indicated their intention to underwrite the following number of Equity Shares which they
shall subscribe to on account of rejection of bids, either by themselves or by procuring subscription, at a price
which shall not be less than the Offer Price:
(This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC.)
Name, address, telephone number and e-mail Indicative number of Equity Amount underwritten
address of the Underwriters Shares of face value of ₹1 each to (in ₹ million)
be underwritten
[●] [●] [●]
[●] [●] [●]
[●] [●] [●]
[●] [●] [●]
The aforementioned underwriting commitments are indicative and will be finalised prior to filing the Prospectus
with the RoC. In the opinion of our Board (on the basis of representation made by the Underwriters), the resources
of the Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full.
The Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with the
Stock Exchanges. Our Board/ IPO committee, at its meeting held on [●], approved the acceptance and entering
into the Underwriting Agreement mentioned above on behalf of our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set
forth in the table above.
Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with
respect to the Equity Shares allocated to investors respectively procured by them in accordance with the
Underwriting Agreement. In the event of any default in payment, the respective Underwriter, in addition to other
obligations defined in the Underwriting Agreement, will also be required to procure purchasers for or purchase
the Equity Shares to the extent of the defaulted amount in accordance with the Underwriting Agreement.
89CAPITAL STRUCTURE
The share capital of our Company, as of the date of this Updated Draft Red Herring Prospectus – I, is set forth
below:
Particulars Aggregate value Aggregate value at
at face value Offer Price*
(in ₹) (in ₹)
A) AUTHORISED SHARE CAPITAL(1)
Equity Shares comprising of:
210,828,000 Equity Shares of face value of ₹1 each 210,828,000 -
Preference Shares comprising of:
162,709 Series A CCPS of face value of ₹10 each 1,627,090 -
347,600 Series A1 CCPS of face value of ₹10 each 3,476,000 -
17,158 Series B CCPS of face value of ₹6,000 each 102,948,000 -
1,771 Series B1 CCPS of face value of ₹6,000 each 10,626,000 -
6,658,000 Series C CCPS of face value of ₹3 each 19,974,000 -
24,891 preference shares of face value of ₹10 each 248,910 -
TOTAL 349,728,000
B) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER AND PRIOR TO THE
CONVERSION OF THE OUTSTANDING PREFERENCE SHARES(6)
Equity Shares comprising of:
96,146,300 Equity Shares of face value of ₹1 each 96,146,300 -
Preference Shares comprising of:
162,400 Series A CCPS of face value of ₹10 each 1,624,000 -
347,600 Series A1 CCPS of face value of ₹10 each 3,476,000 -
15,507 Series B CCPS of face value of ₹6,000 each 93,042,000 -
1,762 Series B1 CCPS of face value of ₹6,000 each 10,572,000 -
6,657,791 Series C CCPS of face value of ₹3 each 19,973,373 -
TOTAL 224,833,673 -
ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER AND POST THE
CONVERSION OF THE OUTSTANDING PREFERENCE SHARES(5)(6)
150,098,551 Equity Shares of face value of ₹1 each 150,098,551 [●]
C) PRESENT OFFER(7)
Offer of up to [●] Equity Shares of face value of ₹1 each aggregating [●] [●]
up to 15,000.00 million
of which
Fresh Issue of up to [●] Equity Shares of face value of ₹1 each [●] [●]
aggregating up to ₹ 5,000.00 million(2)(3)
Offer for Sale of up to [●] Equity Shares of face value of ₹1 each [●] [●]
aggregating up to ₹ 10,000.00 million(2)(4)
D) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER$
[●] Equity Shares of face value of ₹1 each [●] [●]
E) SECURITIES PREMIUM ACCOUNT
Before the Offer (as on the date of this Updated Draft Red Herring 3,662.84
Prospectus – I) (in ₹ million)
After the Offer [●]
* To be updated upon finalization of the Offer Price, and subject to Basis of Allotment.
90$ Assuming full subscription in the Offer.
(1) For details in relation to changes in the authorised share capital of our Company, see “History and Certain Corporate Matters –
Amendments to our MoA in the last 10 years” on page 227.
(2) The Offer has been authorised by a resolution of our Board dated January 23, 2025.
(3) The Fresh Issue has been authorised by a special resolution of our Shareholders dated February 15, 2025.
(4) Our Board has taken on record the approval for the Offer for Sale by the Selling Shareholders pursuant to its resolution dated March
31, 2025.
(5) Each Selling Shareholder, severally and not jointly, has confirmed and authorised its respective participation in the Offer for Sale.
Further, each of the Selling Shareholders, severally and not jointly, confirms that its respective portion of the Offered Shares is eligible
to be offered for sale in the Offer in accordance with Regulation 8 of the SEBI ICDR Regulations as on the date of this Updated Draft
Red Herring Prospectus – I. Each of the Selling Shareholders, severally and not jointly, confirms that its respective portion of the
Offered Shares is eligible to be offered for sale in the Offer in accordance with Regulation 8A of the SEBI ICDR Regulations, to the
extent applicable to such Selling Shareholder, as on the date of this Updated Draft Red Herring Prospectus – I. For further details, see
“The Offer” and “Other Regulatory and Statutory Disclosures” on pages 71 and 404 respectively.
(6) As on the date of this Updated Draft Red Herring Prospectus – I, 7,185,060 Preference Shares comprising of Series A CCPS, Series
A1 CCPS, Series B CCPS, Series B1 CCPS and Series C CCPS, are outstanding. Prior to filing of the Red Herring Prospectus with the
RoC in accordance with Regulation 5(2) read with Regulation 59(E)(1) of the SEBI ICDR Regulations, the following outstanding
Preference Shares, as on the date of this Updated Draft Red Herring Prospectus – I, shall be converted into a maximum of 53,952,251
Equity Shares of face value of ₹1 each in the manner as mentioned below. The issued, subscribed, and paid-up share capital of our
Company will accordingly be updated at the time of filing of the Red Herring Prospectus with RoC.
Outstanding Preference Shares as on date of this Updated Maximum number of resultant Equity Shares
Draft Red Herring Prospectus – I
162,400 Series A CCPS of face value of ₹10 each Up to 1,624,000 Equity Shares of face value of ₹1 each (i.e.,
conversion of such preferences shares into Equity Shares in the
ratio of 1:10)
347,600 Series A1 CCPS of face value of ₹10 each Up to 3,476,000 Equity Shares of face value of ₹1 each (i.e.,
conversion of such preferences shares into Equity Shares in the
ratio of 1:10)
15,507 Series B CCPS of face value of ₹6,000 each Up to 31,014,000 Equity Shares of face value of ₹1 each (i.e.,
conversion of such preferences shares into Equity Shares in the
ratio of 1:2,000)
1,762 Series B1 CCPS of face value of ₹6,000 each Up to 3,524,000 Equity Shares of face value of ₹1 each (i.e.,
conversion of such preferences shares into Equity Shares in the
ratio of 1:2,000)
6,657,791 Series C CCPS of face value of ₹3 each Up to 14,314,251 Equity Shares of face value of ₹1 each (i.e.,
conversion of such preferences shares into Equity Shares in the
maximum ratio of 1:2.15)
Total of maximum number of resultant Equity Shares Up to 53,952,251 Equity Shares of face value of ₹1 each
(7) Our Company and our Promoters, in consultation with the BRLMs, may consider a Pre-IPO Placement aggregating up to ₹ 1,000.00
million, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be
decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the
Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement,
if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately
intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee
that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock
Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall
be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus.
91Notes to capital structure
1. Share capital history of our Company
(a) Equity share capital history of our Company
The following table sets forth the history of the equity share capital of our Company:
Date of allotment of Reason / Nature of No. of equity Face value per Issue / buy-back Nature of Name of allottees / Cumulative Cumulative paid-
equity shares allotment shares allotted / equity share price per equity consideration shareholders number of up equity share
bought back (₹) share equity shares capital
(₹)
November 1, 2013* Initial subscription to the 50,000 10 10 Cash Allotment of 25,000 equity 50,000 500,000
memorandum of shares each to Sameer
association Ashok Mehta and Aman
Gupta
February 24, 2021 Buy-back (4,934) 10 230,138.31 Cash Buyback of 2,467 equity 45,066 450,660
shares each from Sameer
Ashok Mehta and Aman
Gupta
May 13, 2021 Conversion of Series A 2,559 10 N.A. N.A.^ Allotment of 2,559 equity 47,625 476,250
Preference Shares into shares to South Lake
equity shares of face Investment Ltd
value of ₹10 each at a
conversion ratio of 1:1
May 26, 2021 Bonus issue in the ratio 9,477,375 10 N.A. N.A. Allotment of 3,817,815 9,525,000 95,250,000
of 1:199 equity shares each to
Sameer Ashok Mehta and
Aman Gupta and 1,841,745
equity shares to South Lake
Investment Ltd
Pursuant to the resolutions passed by our Board of Directors and our Shareholders each dated December 15, 2021, the face value of the equity shares was sub-divided from ₹10 per equity share
to ₹1 per equity share. Accordingly, the issued, subscribed and paid-up equity share capital of our Company being 9,525,000 equity shares of ₹10 each was sub-divided into 95,250,000 equity
shares of ₹1 each
December 28, 2021 Allotment pursuant to 102,000 1 30.27 Cash Allotment of 102,000 95,352,000 95,352,000
ESOP 2019 Equity Shares to Sushant
Dalmia pursuant to exercise
of options under the ESOP
2019
January 13, 2022 Private Placement 463,500 1 43.15 Cash Allotment of 463,500 95,815,500 95,815,500
Equity Shares to Innoven
Capital India Private
92Date of allotment of Reason / Nature of No. of equity Face value per Issue / buy-back Nature of Name of allottees / Cumulative Cumulative paid-
equity shares allotment shares allotted / equity share price per equity consideration shareholders number of up equity share
bought back (₹) share equity shares capital
(₹)
Limited#
March 23, 2022 Allotment pursuant to 214,800 1 30.27 Cash Allotment of 5,500 Equity 96,030,300 96,030,300
ESOP 2019 Shares to Aditi Garg, 2,000
Equity Shares each to
Devvrat Singh, Ajay Kumar
Maheshwari, Anjali
Shyamji Sharma, Ritu
Kapur, Sanah Chaudhry,
Drishti Mukherjee, Prateek
Makhija, Faizan Sajjad
Ahmed Shaikh, Ishan
Dhingra, Himaanjali
Chhibber and Komal
Aggarwal, 12,500 Equity
Shares each to Aman
Sandana and Saurabh
Goswami, 3,000 Equity
Shares each to Arijeet
Majumdar and Ayush Singh
Patel, Rishab Yadav,
Shailesh Vijay Bhandare,
Sheetal Ajit Rane, Shishir
Dey, Manila Jolly,
Rajkumar Shivprasad
Gupta, Priyanka Shetty and
Preet Paramjit Ahluwalia
7,500 Equity Shares each to
Balabharathi Dhavamani,
Naveen M. and Kasirajan
Ganapathi, 1,000 Equity
Shares each to Sanjay
Krishnachandra Chaudhary,
Darshan Sanjay Joshi,
Nisith Kumar Bag and
Deepali Sunesh Jare, 9,000
Equity Shares to
Divyanshu, 15,500 Equity
Shares each to Eshita Anil,
Protul Mukherjee,
93Date of allotment of Reason / Nature of No. of equity Face value per Issue / buy-back Nature of Name of allottees / Cumulative Cumulative paid-
equity shares allotment shares allotted / equity share price per equity consideration shareholders number of up equity share
bought back (₹) share equity shares capital
(₹)
Raymond Li Sohiya and
Hemraj, 4,000 Equity
Shares each to Imran Pasha,
Komal Laxman Wadkar,
Mayur Bhaurao Patil,
Sushant Sharma,
Sushilkumar Bhausaheb
More and Megha Rathod,
1,800 Equity Shares to
Kumal Anmol, 9,000
Equity Shares to Pankaj
Vijay Raut pursuant to
exercise of options under
the ESOP 2019
November 7, 2022 Allotment pursuant to 5,500 1 30.27 Cash Allotment of 5,500 Equity 96,035,800 96,035,800
ESOP 2019 Shares to Aditi Garg
pursuant to exercise of
options under the ESOP
2019
December 17, 2022 Allotment pursuant to 11,500 1 141.875 Cash Allotment of 6,000 Equity 96,047,300 96,047,300
ESOP 2019 Shares to Ankush Guglani,
1,500 Equity Shares each to
Sushil Kumar Bhausaheb
More and Mayur Bhaurao
Patil and 2,500 Equity
Shares to Prasanta Kumar
Roy pursuant to exercise of
options under the ESOP
2019
49,000 1 30.2665 Cash Allotment of 45,000 Equity 96,096,300 96,096,300
Shares to Ankush Guglani,
2,000 Equity Shares each to
Sushil Kumar Bhausaheb
More and Mayur Bhaurao
Patil pursuant to exercise of
options under the ESOP
2019
December 5, 2023 Allotment pursuant to 50,000 1 141.8745 Cash Allotment of 50,000 Equity 96,146,300 96,146,300
MSOP 2021 Shares to Vivek Gambhir
94Date of allotment of Reason / Nature of No. of equity Face value per Issue / buy-back Nature of Name of allottees / Cumulative Cumulative paid-
equity shares allotment shares allotted / equity share price per equity consideration shareholders number of up equity share
bought back (₹) share equity shares capital
(₹)
pursuant to exercise of
options under the MSOP
2021
* Our Company was incorporated on November 1, 2013, and the date of subscription to the Memorandum of Association was October 19, 2013.
^ Consideration was paid at the time of issuance of Series A CCPS.
# The equity share application money was received from Innoven Capital Private Limited in a non-capital account inadvertently on January 10, 2022, and was refunded to them on January 11,2022, post which they
transferred the equity Share application money in the capital account on January 13, 2022. Thereafter, our Company completed the compliances with respect to allotment of equity shares.
(b) Preference share capital history of our Company
The following table sets forth the history of the preference share capital of our Company:
Date of Reason / Name of No. of Face value per Issue Total value Conversion ratio Number % of Nature of Acquisition Estimated
allotment Nature of the allottee preference preference price per for (per preference of Equity Equity consideration price per Price per
allotment / shares share preference acquisition of share) Shares to Shares preference Equity
shareholder allotted / (₹) share preference be (upon shares (in Shares
redeemed (₹) shares allotted/ conversion ₹)# (based on
(₹) allotted of the conversion)
post Preference (in ₹)#$
conversion Shares)
offered for
sale in the
Offer%%
Milestone Trusteeship Services Private Limited, Trustee on behalf of Fireside Ventures Investment Fund – 1 (Scheme of Fireside Ventures Investment Trust)
April 6, Rights Allotment of 3,371 10 17,799 60,000,429 1:10$ 33,710 [●] Cash 17,799 1,779.90
2018 issue 3,371 Series
A CCPS to
Milestone
Trusteeship
Services
Private
Limited,
Trustee on
behalf of
Fireside
Ventures
Investment
Fund – 1
(Scheme of
95Date of Reason / Name of No. of Face value per Issue Total value Conversion ratio Number % of Nature of Acquisition Estimated
allotment Nature of the allottee preference preference price per for (per preference of Equity Equity consideration price per Price per
allotment / shares share preference acquisition of share) Shares to Shares preference Equity
shareholder allotted / (₹) share preference be (upon shares (in Shares
redeemed (₹) shares allotted/ conversion ₹)# (based on
(₹) allotted of the conversion)
post Preference (in ₹)#$
conversion Shares)
offered for
sale in the
Offer%%
Fireside
Ventures
Investment
Trust)
January 8, Rights Allotment of 1,738 10 86,306.10* 150,000,002 1:10$ 17,380 [●] Cash 86,306.10 8,630.61
2019 issue in the 1,738 Series
ratio of A1 CCPS to
1:10 Milestone
Trusteeship
Services
Private
Limited,
Trustee on
behalf of
Fireside
Ventures
Investment
Fund – 1
(Scheme of
Fireside
Ventures
Investment
Trust)
Fireside Ventures Investment Fund – 1
May 26, Bonus Allotment of 161,588 10 N.A. N.A. 1:10$ 1,615,880 [●] N.A. N.A. N.A.
2021 issue in the 161,588
ratio of Series A
1:199 CCPS to
Fireside
Ventures
Investment
Fund – 1
96Date of Reason / Name of No. of Face value per Issue Total value Conversion ratio Number % of Nature of Acquisition Estimated
allotment Nature of the allottee preference preference price per for (per preference of Equity Equity consideration price per Price per
allotment / shares share preference acquisition of share) Shares to Shares preference Equity
shareholder allotted / (₹) share preference be (upon shares (in Shares
redeemed (₹) shares allotted/ conversion ₹)# (based on
(₹) allotted of the conversion)
post Preference (in ₹)#$
conversion Shares)
offered for
sale in the
Offer%%
May 26, Bonus Allotment of 345,862 10 N.A. N.A. 1:10$ 3,458,620 [●] N.A. N.A. N.A.
2021 issue in the 345,862
ratio of Series A1
1:199 CCPS to
Fireside
Ventures
Investment
Fund – 1
South Lake Investment Ltd
January 5, Private Allotment of 15,507 6,000 283,749 4,400,095,743 1:2,000$ 31,014,000 [●] Cash 283,749 141.87
2021 Placement 15,507
Series B
CCPS to
South Lake
Investment
Ltd
May 13, Conversion Conversion (2,559) 10 N.A. N.A. 1:10$ (25,590)$$ [●] N.A.^ N.A. N.A.
2021 of Series A of 2,559
Preference Series A
Share into CCPS into
equity equity
shares of shares of
face value South Lake
of ₹10 each Investment
at a Ltd
conversion
ratio of 1:1
December Private Allotment of 5,326,232 3 751 4,000,000,232 1:2.15% 11,451,399 [●] Cash 751 349.30%
2, 2022 Placement 5,326,232
Series C
CCPS to
South Lake
97Date of Reason / Name of No. of Face value per Issue Total value Conversion ratio Number % of Nature of Acquisition Estimated
allotment Nature of the allottee preference preference price per for (per preference of Equity Equity consideration price per Price per
allotment / shares share preference acquisition of share) Shares to Shares preference Equity
shareholder allotted / (₹) share preference be (upon shares (in Shares
redeemed (₹) shares allotted/ conversion ₹)# (based on
(₹) allotted of the conversion)
post Preference (in ₹)#$
conversion Shares)
offered for
sale in the
Offer%%
Investment
Ltd
Qualcomm Ventures LLC
April 20, Private Allotment of 1,762 6,000 283,749 499,965,738 1:2,000$ 3,524,000 [●] Cash 283,749 141.87
2021 placement 1,762 Series
B1 CCPS to
Qualcomm
Ventures
LLC
Malabar India Fund Limited
December Private Allotment of 332,890 3 751 250,000,390 1:2.15% 715,713 [●] Cash 751 349.30%
2, 2022 Placement 332,890
Series C
CCPS to
Malabar
India Fund
Limited
Malabar Select Fund
December Private Allotment of 865,513 3 751 650,000,263 1:2.15% 1,860,853 [●] Cash 751 349.30%
2, 2022 Placement 865,513
Series C
CCPS to
Malabar
Select Fund
Malabar Midcap Fund
December Private Allotment of 133,156 3 751 100,000,156 1:2.15% 286,285 [●] Cash 751 349.30%
2, 2022 Placement 133,156
Series C
CCPS to
Malabar
Midcap
Fund
98# As certified by S.K. Patodia & Associates LLP, Chartered Accountants by way of their certificate dated October 28, 2025.
^ Consideration was paid at the time of issuance of Series A CCPS.
* Form PAS-3 filed with the RoC contains an inadvertent error and records the premium amount for the allotment as ₹86,306.10 instead of ₹86,296.10. Further, the board resolution approving the allotment also
inadvertently records the premium amount as ₹ 86,329.10 instead of ₹86,296.10. For details please, see “Risk Factors – There have been instances of non-compliance with certain provisions of the Companies Act, 2013
in the past in certain of our corporate records and corporate filings. We cannot assure you that regulatory proceedings or actions will not be initiated against us in the future which may impact our financial condition
and reputation and we will not be subject to any penalty imposed by the competent regulatory authority in this regard” on page 43.
$ Pursuant to the bonus issue of equity shares of face value of ₹10 each in the ratio of 1:199, as approved by the Board and Shareholders’ resolutions each dated May 26, 2021, and sub-division of equity shares of ₹10
each to Equity Shares of ₹1 each, as approved by the Board and Shareholders’ resolutions each dated December 15, 2021, appropriate adjustments to the conversion ratio of outstanding Series A CCPS, Series A1 CCPS,
Series B CCPS and Series B1 CCPS have been made such that each holder of the outstanding Series A CCPS, Series A1 CCPS, Series B CCPS and Series B1 CCPS receives such number of Equity Shares that it would
have been entitled to receive immediately after the occurrence of the bonus issue and sub-division of equity shares (“Capital Restructuring”), had the option to convert the outstanding Series A CCPS, Series A1 CCPS,
Series B CCPS and Series B1 CCPS been exercised immediately prior to the occurrence of such Capital Restructuring and without payment of additional consideration thereof by the holders of the outstanding Series A
CCPS, Series A1 CCPS, Series B CCPS and Series B1 CCPS.
$$ On May 13, 2021, 2,559 Series A CCPS were converted into 2,559 equity shares of face value of ₹10 each at 1:1 conversion. In order to account for the sub-division of equity shares of ₹10 each to Equity Shares of ₹1
each, as approved by our Board and our Shareholders’ resolution each dated December 15, 2021, the conversion ratio has been disclosed as 1:10, to account for such sub-division.
% As on the date of this Updated Draft Red Herring Prospectus - I, 6,657,791 Series C CCPS are outstanding which will be converted into a maximum of 14,314,251 Equity Shares in the maximum ratio of 1:2.15, each
prior to the filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) read with Regulation 59(E)(1) of the SEBI ICDR Regulations. The estimated price per Equity Share for Series C CCPS
has been computed basis the maximum ratio of 1:2.15 at which Series C CCPS convert to Equity Shares.
%% To be determined upon finalisation of the Offer Price and updated in the Prospectus prior to filing with the RoC.
99a. Issue of shares out of revaluation reserves or consideration other than cash or through bonus issue
As on the date of this Updated Draft Red Herring Prospectus – I, our Company has not issued any
securities out of revaluation reserves. Except as disclosed in “– Equity share capital history of our
Company” on page 92, as on the date of this Updated Draft Red Herring Prospectus – I, our Company
has not issued any specified securities for consideration other than cash or through bonus issue at any
time since incorporation.
b. Issue of equity shares under employee stock option schemes
Except as disclosed in “– Equity share capital history of our Company” on page 92, our Company has
not issued any equity shares pursuant to the exercise of options, which have been granted under the
employee stock option schemes. For details regarding the employee stock option schemes of our
Company, see “- Employee Stock Option Schemes” on page 113.
2. Issue of shares under Sections 391 to 394 of the Companies Act, 1956 or Sections 230 to 234 of the
Companies Act, 2013
Our Company has not allotted any equity shares or preference shares pursuant to any scheme approved
under Sections 391 to 394 of the Companies Act, 1956 or Sections 230 to 234 of the Companies Act,
2013.
3. Specified securities issued in the preceding one year below the Offer Price
Our Company has not issued any equity shares or preference shares in the previous one year immediately
preceding the date of this Updated Draft Red Herring Prospectus – I.
4. History of share capital build-up of Promoters and Selling Shareholders, Minimum Promoter’s
Contribution and lock-in requirements
(i) Equity share capital build-up of our Promoters (also the Promoter Selling Shareholders)
Set forth below is the build-up of the equity shareholding of our Promoters (also the Promoter Selling
Shareholders)
100Date of allotment Number of Face value Issue/ transfer / buy- Nature of consideration Nature of transaction Percentage of pre- Percentage of post-
/ transfer of equity shares per equity back price per equity Offer equity share Offer equity share
equity shares allotted / share share capital of our capital of our
transferred (₹) (₹) Company on fully Company (%)
diluted basis (%)$
Sameer Ashok Mehta
November 1, 2013 25,000 10 10 Cash Initial subscription to the 0.16 [●]
memorandum of
association
January 5, 2021 (3,348) 10 283,749 Cash Transfer to South Lake (0.02) [●]
Investment Ltd
February 24, 2021 (2,467) 10 230,138.31 Cash Buy-back (0.02) [●]
May 26, 2021 3,817,815 10 N.A. N.A. Bonus issue in the ratio of 24.64 [●]
1:199
Pursuant to the resolutions passed by our Board of Directors and our Shareholders each dated December 15, 2021, the face value of the equity shares was sub-divided from ₹10 per
equity share to ₹1 per equity share. Accordingly, 3,837,000 equity shares of ₹10 each held by Sameer Ashok Mehta was sub-divided into 38,370,000 equity shares of ₹1 each.
September 29, (20,000) 1 NIL N.A. Gift to Usha Dev Chawla (0.01) [●]
2025
(A) Sub-total 38,350,000 24.75 [●]
Aman Gupta
November 1, 2013 25,000 10 10 Cash Initial subscription to the 0.16 [●]
memorandum of
association
January 5, 2021 (3,348) 10 283,749 Cash Transfer to South Lake (0.02) [●]
Investment Ltd
February 24, 2021 (2,467) 10 230,138.31 Cash Buy-back (0.02) [●]
May 26, 2021 3,817,815 10 N.A. N.A. Bonus issue in the ratio of 24.64 [●]
1:199
Pursuant to the resolutions passed by our Board of Directors and our Shareholders each dated December 15, 2021, the face value of the equity shares was sub-divided from ₹10 per
equity share to ₹1 per equity share. Accordingly, 3,837,000 equity shares of ₹10 each held by Aman Gupta was sub-divided into 38,370,000 equity shares of ₹1 each.
(B) Sub-total 38,370,000 24.76 [●]
South Lake Investment Ltd
January 5, 2021 3,348 10 283,749 Cash Transfer by way of 0.02 [●]
purchase from Sameer
Ashok Mehta
3,348 10 283,749 Cash Transfer by way of 0.02 [●]
purchase from Aman Gupta
May 13, 2021 2,559 10 N.A. N.A.^ Conversion of Series A 0.02 [●]
Preference Shares into
equity shares of face value
of ₹10 each at a conversion
ratio of 1:1
101Date of allotment Number of Face value Issue/ transfer / buy- Nature of consideration Nature of transaction Percentage of pre- Percentage of post-
/ transfer of equity shares per equity back price per equity Offer equity share Offer equity share
equity shares allotted / share share capital of our capital of our
transferred (₹) (₹) Company on fully Company (%)
diluted basis (%)$
May 26, 2021 1,841,745 10 N.A. N.A. Bonus issue in the ratio of 11.89 [●]
1:199
Pursuant to the resolutions passed by our Board of Directors and our Shareholders each dated December 15, 2021, the face value of the equity shares was sub-divided from ₹10 per
equity share to ₹1 per equity share. Accordingly, 1,851,000 equity shares of ₹10 each held by South Lake Investment Ltd were sub-divided into 18,510,000 equity shares of ₹1 each.
(C) Sub-total 18,510,000 11.95 [●]
Total (A+B+C) 95,230,000 61.46 [●]
^ Consideration was paid at the time of issuance of Series A CCPS.
$ As on the date of this Updated Draft Red Herring Prospectus – I, 7,185,060 Preference Shares comprising of Series A CCPS, Series A1 CCPS, Series B CCPS, Series B1 CCPS and Series C CCPS, are
outstanding. Prior to filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) read with Regulation 59(E)(1) of the SEBI ICDR Regulations, the following outstanding
Preference Shares, as on the date of this Updated Draft Red Herring Prospectus – I, shall be converted into a maximum of 53,952,251 Equity Shares of face value of ₹1 each in the manner as mentioned
below. The pre-Offer equity share capital of our Company on a fully diluted basis has been computed (a) assuming conversion of all outstanding 7,185,060 Preference Shares into a maximum of
53,952,251 Equity Shares of face value of ₹1 each, (b) pursuant to exercise of all outstanding options that are vested as on the date of this Updated Draft Red Herring Prospectus – I, under the ESOP
Schemes and (c) after taking into account sub-division of equity shares of ₹10 each to Equity Shares of ₹1 each, as approved by the Board and Shareholders’ resolutions each dated December 15, 2021.
The issued, subscribed, and paid-up share capital of our Company will accordingly be updated at the time of filing of the Red Herring Prospectus with RoC.
Outstanding Preference Shares as on date of this Updated Draft Red Herring Prospectus Maximum number of resultant Equity Shares
– I
162,400 Series A CCPS of face value of ₹10 each Up to 1,624,000 Equity Shares of face value of ₹1 each (i.e., conversion of such preferences shares into
Equity Shares in the ratio of 1:10)
347,600 Series A1 CCPS of face value of ₹10 each Up to 3,476,000 Equity Shares of face value of ₹1 each (i.e., conversion of such preferences shares into
Equity Shares in the ratio of 1:10)
15,507 Series B CCPS of face value of ₹6,000 each Up to 31,014,000 Equity Shares of face value of ₹1 each (i.e., conversion of such preferences shares into
Equity Shares in the ratio of 1:2,000)
1,762 Series B1 CCPS of face value of ₹6,000 each Up to 3,524,000 Equity Shares of face value of ₹1 each (i.e., conversion of such preferences shares into
Equity Shares in the ratio of 1:2,000)
6,657,791 Series C CCPS of face value of ₹3 each Up to 14,314,251 Equity Shares of face value of ₹1 each (i.e., conversion of such preferences shares into
Equity Shares in the maximum ratio of 1:2.15)
Total of maximum number of resultant Equity Shares Up to 53,952,251 Equity Shares of face value of ₹1 each
All the Equity Shares held by our Promoters were fully paid-up on the respective dates of acquisition of such equity shares.
As on the date of this Updated Draft Red Herring Prospectus – I, none of the Equity Shares held by our Promoters are pledged.
(ii) Equity share capital build-up of the Investor Selling Shareholders
As on the date of this Updated Draft Red Herring Prospectus – I, none of the Investor Selling Shareholders, are holding any Equity Shares in our Company.
(iii) Preference share capital build-up of our Promoters (also the Promoter Selling Shareholders)
As on date of this Updated Draft Red Herring Prospectus – I, our Individual Promoters do not hold any Preference Shares. Set forth below is the build-up of the
102preference shareholding of our Corporate Promoter (also one of the Promoter Selling Shareholders), since the incorporation of our Company.
Date of allotment / Nature of transaction No. of preference shares Face value per Issue / transfer price Number of maximum % of the pre-Offer
transfer allotted / transferred / preference share per preference share Equity Shares to be equity share capital on
converted (₹) (₹) received upon a fully diluted basis*
conversion of
preference shares held
Series A CCPS
January 5, 2021 Transfer from Milestone 2,559 10 283,749 25,590$$ 0.02
Trusteeship Services
Private Limited, Trustee
on behalf of Fireside
Ventures Investment
Fund – 1 (Scheme of
Fireside Ventures
Investment Trust)
May 13, 2021 Conversion into equity (2,559) 10 N.A. (25,590)$$ (0.02)
shares of face value of ₹
10 each
Series B CCPS
January 5, 2021 Private placement 15,507 6,000 283,749 31,014,000^ 20.01
Series C CCPS
December 2, 2022 Private placement 5,326,232 3 751 11,451,399$ 7.39
Total 5,341,739 42,465,399 27.40
As certified by S.K. Patodia & Associates LLP, Chartered Accountants by way of their certificate dated October 28, 2025.
* The pre-Offer equity share capital of our Company on a fully diluted basis has been computed (a) assuming conversion of all outstanding 7,185,060 Preference Shares of our Company into a maximum
of 53,952,251 Equity Shares of face value of ₹1 each, (b) pursuant to exercise of all outstanding options that are vested as on the date of this Updated Draft Red Herring Prospectus – I, under the ESOP
Schemes and (c) after taking into account sub-division of equity shares of ₹10 each to Equity Shares of ₹1 each, as approved by the Board and Shareholders’ resolutions each dated December 15, 2021.
$ As on the date of this Updated Draft Red Herring Prospectus – I, 5,326,232 Series C CCPS as held by our Corporate Promoter are outstanding which will be converted into a maximum of 11,451,399
Equity Shares in the maximum ratio of 1:2.15, each prior to the filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) read with Regulation 59(E)(1) of the SEBI ICDR
Regulations.
$$ On May 13, 2021, 2,559 Series A CCPS were converted into 2,559 equity shares of face value of ₹10 each at 1:1 conversion. In order to account for the sub-division of equity shares of ₹10 each to Equity
Shares of ₹1 each, as approved by our Board and our Shareholders’ resolution each dated December 15, 2021, the conversion ratio has been disclosed as 1:10, to account for such sub-division.
^ Pursuant to the bonus issue of equity shares of face value of ₹10 each in the ratio of 1:199, as approved by the Board and Shareholders’ resolutions each dated May 26, 2021, and sub-division of equity
shares of ₹10 each to Equity Shares of ₹1 each, as approved by the Board and Shareholders’ resolutions each dated December 15, 2021, appropriate adjustments to the conversion ratio of outstanding
Series A CCPS, Series A1 CCPS, Series B CCPS and Series B1 CCPS have been made such that each holder of the outstanding Series A CCPS, Series A1 CCPS, Series B CCPS and Series B1 CCPS
receives such number of Equity Shares that it would have been entitled to receive immediately after the occurrence of the bonus issue and sub-division of equity shares (“Capital Restructuring”), had
the option to convert the outstanding Series A CCPS, Series A1 CCPS, Series B CCPS and Series B1 CCPS been exercised immediately prior to the occurrence of such Capital Restructuring and without
payment of additional consideration thereof by the holders of the outstanding Series A CCPS, Series A1 CCPS, Series B CCPS and Series B1 CCPS.
(iv) Preference share capital build-up of the Investor Selling Shareholders
Set forth below is the build-up of the preference shareholding of the Investor Selling Shareholders, since the incorporation of our Company.
103Date of Nature of transaction No. of preference shares Face value per preference share Issue / transfer Number of % of the pre-
allotment / allotted / transferred / (₹) price per maximum Equity Offer equity
transfer converted preference share Shares to be share capital
(₹) received upon on a fully
conversion of diluted
preference shares basis^
held$
Fireside Ventures Investment Fund-I (Scheme of Fireside Ventures Investment Trust)
Series A CCPS
April 6, 2018 Rights issue of Series A CCPS 3,371 10 17,799 33,710 0.02
January 5, 2021 Transfer of Series A CCPS to (2,559) 10 283,749 (25,590)$$ (0.02)
South Lake Investment Ltd
May 26, 2021 Bonus issue of Series A CCPS in 161,588 10 N.A. 1,615,880 1.04
the ratio of 1:199
Sub-total (A) 162,400 1,624,000 1.04
Series A1 CCPS
January 8, 2019 Rights issue of Series A1 CCPS in 1,738 10 86,306.10* 17,380 0.01
the ratio of 1:10
May 26, 2021 Bonus issue of Series A1 CCPS in 345,862 10 N.A. 3,458,620 2.23
the ratio of 1:199
Sub-total (B) 347,600 3,476,000 2.24
Qualcomm Ventures LLC
April 20, 2021 Private placement of Series B1 1,762 6,000 283,749 3,524,000 2.28
CCPS
Sub-total (C) 1,762 3,524,000 2.28
Total (A+B+C) 511,762 8,624,000 5.56
As certified by S.K. Patodia & Associates LLP, Chartered Accountants by way of their certificate dated October 28, 2025.
* Form PAS-3 filed with the RoC contains an inadvertent error and records the premium amount for the allotment as ₹86,306.10 instead of ₹86,296.10. Further, the board resolution approving the allotment
also inadvertently records the premium amount as ₹ 86,329.10 instead of ₹86,296.10. For details please, see “Risk Factors – There have been instances of non-compliance with certain provisions of the
Companies Act, 2013 in the past in certain of our corporate records and corporate filings. We cannot assure you that regulatory proceedings or actions will not be initiated against us in the future which may
impact our financial condition and reputation and we will not be subject to any penalty imposed by the competent regulatory authority in this regard” on page 43.
^ The pre-Offer equity share capital of our Company on a fully diluted basis has been computed (a) assuming conversion of all outstanding 7,185,060 Preference Shares of our Company into a maximum of
53,952,251 Equity Shares of face value of ₹1 each, (b) pursuant to exercise of all outstanding options that are vested as on the date of this Updated Draft Red Herring Prospectus – I, under the ESOP Schemes
and (c) after taking into account sub-division of equity shares of ₹10 each to Equity Shares of ₹1 each, as approved by the Board and Shareholders’ resolutions each dated December 15, 2021.
$ Pursuant to the bonus issue of equity shares of face value of ₹10 each in the ratio of 1:199, as approved by the Board and Shareholders’ resolutions each dated May 26, 2021, and sub-division of equity shares
of ₹10 each to Equity Shares of ₹1 each, as approved by the Board and Shareholders’ resolutions each dated December 15, 2021, appropriate adjustments to the conversion ratio of outstanding Series A
CCPS, Series A1 CCPS, Series B CCPS and Series B1 CCPS have been made such that each holder of the outstanding Series A CCPS, Series A1 CCPS, Series B CCPS and Series B1 CCPS receives such
number of Equity Shares that it would have been entitled to receive immediately after the occurrence of the bonus issue and sub-division of equity shares (“Capital Restructuring”), had the option to convert
the outstanding Series A CCPS, Series A1 CCPS, Series B CCPS and Series B1 CCPS been exercised immediately prior to the occurrence of such Capital Restructuring and without payment of additional
consideration thereof by the holders of the outstanding Series A CCPS, Series A1 CCPS, Series B CCPS and Series B1 CCPS.
$$ On May 13, 2021, 2,559 Series A CCPS were converted into 2,559 equity shares of face value of ₹10 each at 1:1 conversion. In order to account for the sub-division of equity shares of ₹10 each to Equity
Shares of ₹1 each, as approved by our Board and our Shareholders’ resolution each dated December 15, 2021, the conversion ratio has been disclosed as 1:10, to account for such sub-division.
104(v) Details of Minimum Promoters’ Contribution and lock-in for eighteen months
Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully
diluted post-Offer equity share capital of our Company held by our Promoters are required to be provided
towards Minimum Promoters’ Contribution and locked-in for a period of eighteen months or any other
period as may be prescribed under applicable law, from the date of Allotment (“Minimum Promoters’
Contribution”) and our Promoters’ shareholding in excess of 20% shall be locked-in for a period of six
months from the date of Allotment or any other period as may be prescribed under applicable law.
The details of the Equity Shares held by our Promoters, which shall be locked-in for a period of 18
months or such other period as prescribed under the SEBI ICDR Regulations, from the date of Allotment
as Promoters’ Contribution are set forth in the table below:
Name of the Number Date of Nature of Number Face Issue/ % of pre- % of the
Promoter of Equity allotment/ transactio of Equity value per Acquisitio Offer fully
Shares of acquisitio n Shares of equity n price equity diluted
face value n/ face value share (₹) per equity share post-
of ₹1 each transfer of ₹1 each share (₹) capital Offer
of equity locked-in equity
shares share
capital
Sameer [●] [●] [●] [●] [●] [●] [●] [●]
Ashok Mehta
Aman Gupta [●] [●] [●] [●] [●] [●] [●] [●]
Note: To be updated at the Prospectus stage.
For details on the build-up of the equity share capital of our Company held by our Promoters, see “-
History of share capital build-up of Promoters and Selling Shareholders, Minimum Promoter’s
Contribution and lock-in requirements” on page 100.
Our Individual Promoters have given their consent to include such number of Equity Shares held by
them, in aggregate, constituting 20% of the fully diluted post-Offer equity share capital of our Company
as Minimum Promoters’ Contribution as set forth above. Our Individual Promoters have agreed not to
dispose, sell, transfer, charge, pledge or otherwise encumber in any manner the Minimum Promoters’
Contribution from the date of this Updated Draft Red Herring Prospectus – I, until the expiry of the lock-
in period 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 Equity Shares that are being locked-in are not, and will not be, ineligible for computation of
Minimum Promoters’ Contribution under Regulation 15 of the SEBI ICDR Regulations. In this regard,
we confirm that:
(a) the Equity Shares offered as part of the Minimum Promoters’ Contribution do not comprise (a)
Equity Shares acquired during the three years immediately preceding the date of this Updated
Draft Red Herring Prospectus – I (a) for consideration other than cash, and wherein revaluation
of assets or capitalization of intangible assets was involved, or (b) Equity Shares arising
pursuant to a bonus issue out of revaluations reserves or unrealized profits of our Company or
from a bonus issue against the Equity Shares that are otherwise ineligible for computation of
Minimum Promoters’ Contribution;
(b) the Minimum Promoters’ Contribution does not include Equity Shares acquired during the one
year immediately preceding the date of this Updated Draft Red Herring Prospectus – I at a price
lower than Offer Price;
(c) our Company has not been formed by conversion of one or more partnership firms or a limited
liability partnership into a company and hence, no Equity Shares have been issued in the one
year immediately preceding the date of this Updated Draft Red Herring Prospectus – I pursuant
to conversion of a partnership firm; and
(d) the Equity Shares held by our Individual Promoters and offered as part of the Minimum
Promoters’ Contribution are not subject to any pledge or any other form of encumbrance.
105All the Equity Shares and Preference Shares held by our Promoters, Promoter Group, Directors, Key
Managerial Personnel, Senior Management, Selling Shareholders, employees of our Company, QIBs,
entities regulated by financial sector regulators (as defined in the SEBI ICDR Regulations), to the extent
applicable, are in dematerialized form.
(vi) Details of Equity Shares locked-in for six months
In terms of Regulation 17 of the SEBI ICDR Regulations, the entire pre-Offer equity share capital of our
Company will be locked-in for a period of six months from the date of Allotment in the Offer, except (a)
the Minimum Promoters’ Contribution which shall be locked-in as above; (b) the Equity Shares allotted
to the employees, whether currently an employee or not, under the ESOP Schemes prior to the Offer
(“ESOP Equity Shares”), including any Equity Shares allotted pursuant to any bonus issue by our
Company against such ESOP Equity Shares; (c) Offered Shares, which are successfully transferred as
part of the Offer for Sale; and (d) any shareholders who are registered as VCF, category I AIFs, category
II AIFs or FVCIs. However, such equity shares shall be locked-in for a period of at least six months from
the date of purchase by the VCF or category I AIFs, category II AIFs or FVCI. Accordingly, the Equity
Shares held by Fireside are not required to be locked-in, from the date of Allotment in the Offer, since it
is a SEBI registered category I AIF.
As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the
details of the Equity Shares locked-in are recorded by the relevant Depository. Any unsubscribed portion
of the Offered Shares offered pursuant to the Offer for Sale would also be locked-in as required under
the SEBI ICDR Regulations.
(vii) Lock-in of Equity Shares Allotted to Anchor Investors
In terms of the SEBI ICDR Regulations, 50% of the Equity Shares Allotted to Anchor Investors under
the Anchor Investor Portion shall be locked-in for a period 90 days from the date of Allotment and the
remaining 50% shall be locked-in for a period of 30 days from the date of Allotment.
(viii) Other requirements in respect of lock-in
Pursuant to Regulation 21 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters and
locked-in for six months may be pledged only with scheduled commercial banks or public financial
institutions or a Systemically Important NBFC or deposit taking housing finance companies as collateral
security for loans granted by such entities, provided that such pledge of the Equity Shares is one of the
terms of the sanctioned loan. Equity Shares locked-in as Minimum Promoters’ Contribution for eighteen
months or such other periods, as may be prescribed under the SEBI ICDR Regulations can be pledged
only if in addition to fulfilling the aforementioned requirements, such loans have been granted by such
banks or financial institutions for the purpose of financing one or more of the objects of the Offer.
However, such lock-in will continue pursuant to any invocation of the pledge and the transferee of the
Equity Shares pursuant to such invocation shall not be eligible to transfer the Equity Shares until the
expiry of the lock-in period stipulated above.
In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our Individual
Promoters and locked-in pursuant to Regulation 16 of the SEBI ICDR Regulations for a period of
eighteen months or such other periods, as may be prescribed under the SEBI ICDR Regulations, may be
transferred amongst our Promoters and any member of the Promoter Group or to a new promoter, subject
to continuation of lock-in applicable to the transferee for the remaining period and compliance with
provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, as amended (the “Takeover Regulations”). Such transferees are not
eligible to transfer such transferred Equity Shares till the expiry of the lock-in period.
Further, in terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by persons
other than our Promoters and locked-in pursuant to Regulation 17 of the SEBI ICDR Regulations for a
period of six months or such other periods, as may be prescribed under the SEBI ICDR Regulations, may
be transferred to any other person holding Equity Shares which are locked-in along with the Equity
Shares proposed to be transferred, subject to the continuation of the lock in applicable to the transferee
and compliance with the provisions of the Takeover Regulations. Such transferees are not eligible to
transfer such transferred Equity Shares till the expiry of the lock-in period.
1065. Shareholding of our Promoters and the members of the Promoter Group
As on the date of this Updated Draft Red Herring Prospectus – I, our Promoters hold 95,230,000 Equity
Shares aggregating to 99.05% of the issued, subscribed and paid-up equity share capital of our Company
and 5,341,739 Preference Shares aggregating to 74.35% of the issued, subscribed and paid-up Preference
Shares of our Company. Further, as on the date of this Updated Draft Red Herring Prospectus – I, the
aggregate shareholding of our Promoters constitutes 88.86% of the pre-Offer equity share capital of our
Company on a fully diluted basis, (i.e., assuming conversion of outstanding Preference Shares and
exercise of vested stock options as on the date of this Updated Draft Red Herring Prospectus – I) of the
issued, subscribed and paid-up equity share capital of our Company. As on the date of this Updated Draft
Red Herring Prospectus – I, the members of the Promoter Group and directors of our Corporate Promoter
do not hold any Equity Shares or Preference Shares in our Company. Except as stated below, our
Promoters do not hold any Equity Shares or Preference Shares in our Company as on date of this Updated
Draft Red Herring Prospectus – I:
S. No. Name of the Number Number of Number of Maximum Percentage of the
Shareholder of Equity Preference Equity percentage of the post-Offer equity
Shares of Shares Shares of pre-Offer equity share capital on a
face value face value of share capital on a fully diluted basis
of ₹1 each ₹1 each on a fully diluted basis# (%)*
fully diluted (%)
basis#
1. S ameer 38,350,000 Nil 38,350,000 24.75 [●]
Ashok
Mehta
2. A man Gupta 38,370,000 Nil 38,370,000 24.76 [●]
3. S outh Lake 18,510,000 5,341,739 60,975,399 39.35 [●]
Investment
Ltd
Total 95,230,000 5,341,739 137,695,399 88.86 [●]
# The pre-Offer equity share capital of our Company on a fully diluted basis has been computed (a) assuming conversion of all
outstanding 7,185,060 Preference Shares of our Company into a maximum of 53,952,251 Equity Shares of face value of ₹1 each,
and (b) pursuant to exercise of all outstanding options that are vested as on the date of this Updated Draft Red Herring
Prospectus – I, under the ESOP Schemes. As on the date of this Updated Draft Red Herring Prospectus – I, 7,185,060 Preference
Shares comprising of Series A CCPS, Series A1 CCPS, Series B CCPS, Series B1 CCPS and Series C CCPS, are outstanding.
Series A CCPS and Series A1 CCPS will be converted into a maximum of 5,100,000 Equity Shares in the ratio of 1:10. Series B
CCPS and Series B1 CCPS will be converted into a maximum of 34,538,000 Equity Shares in the ratio of 1:2,000 and Series C
CCPS will be converted into a maximum of 14,314,251 Equity Shares in the maximum ratio of 1:2.15, each prior to the filing of
the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) read with Regulation 59(E)(1) of the SEBI ICDR
Regulations.
* To be updated in the Prospectus to be filed with the RoC.
6. Shareholding of the Investor Selling Shareholders
Set forth below are the details of shareholding of the Investor Selling Shareholders in our Company as
on the date of this Updated Draft Red Herring Prospectus – I:
S. No. Name of the Number of Number of Number of % of pre- % of post-
Shareholder Equity Preference Equity Shares of Offer equity Offer equity
Shares of Shares face value of ₹1 share share capital
face value each on a fully capital on a on a fully
of ₹1 each diluted basis# fully diluted diluted basis
basis (%)# (%)*
Investor Selling Shareholders
1. F ireside Ventures Nil 510,000 5,100,000 3.28 [●]
Investment Fund-I
(Scheme of
Fireside Ventures
Investment Trust)
2. Q ualcomm Nil 1,762 3,524,000 2.28 [●]
Ventures LLC
Total Nil 511,762 8,624,000 5.56 [●]
# The pre-Offer equity share capital of our Company on a fully diluted basis has been computed (a) assuming conversion of all
outstanding 7,185,060 Preference Shares of our Company into a maximum of 53,952,251 Equity Shares of face value of ₹1 each,
and (b) pursuant to exercise of all outstanding options that are vested as on the date of this Updated Draft Red Herring Prospectus
107– I, under the ESOP Schemes. As on the date of this Updated Draft Red Herring Prospectus – I, 7,185,060 Preference Shares
comprising Series A CCPS, Series A1 CCPS, Series B CCPS, Series B1 CCPS and Series C CCPS, are outstanding. Series A CCPS
and Series A1 CCPS will be converted into a maximum of 5,100,000 Equity Shares in the ratio of 1:10. Series B CCPS and Series
B1 CCPS will be converted into a maximum of 34,538,000 Equity Shares in the ratio of 1:2,000 and Series C CCPS will be
converted into a maximum of 14,314,251 Equity Shares in the maximum ratio of 1:2.15, each prior to the filing of the Red Herring
Prospectus with the RoC in accordance with Regulation 5(2) read with Regulation 59(E)(1) of the SEBI
For shareholding of Promoter Selling Shareholders, see “- Notes to Capital Structure - Shareholding of
our Promoters and the members of the Promoter Group” on page 107.
7. All issuances and allotment of Equity Shares and Preference Shares by our Company since incorporation
have been undertaken in compliance with the Companies Act.
8. Except for transfer of 20,000 Equity Shares by Sameer Ashok Mehta to Usha Dev Chawla as disclosed
in the section titled “History of share capital build-up of Promoters and Selling Shareholders, Minimum
Promoter’s Contribution and lock-in requirements - Equity share capital build-up of our Promoters (also
the Promoter Selling Shareholders)” on page 100, none of our Promoters, the other members of the
Promoter Group, our Directors or their relatives or directors of our Corporate Promoter have purchased
or sold any specified securities of our Company, during the six months immediately preceding the date
of this Updated Draft Red Herring Prospectus – I.
9. There are no financing arrangements whereby our Promoters, the other members of our Promoter Group,
our Directors or their relatives or directors of our Corporate Promoter have financed the purchase, by
any other person, of securities of our Company other than in the normal course of business, during the
six months immediately preceding the date of this Updated Draft Red Herring Prospectus – I.
10810. Our shareholding pattern
Set forth below is the shareholding pattern of our Company as on the date of this Updated Draft Red Herring Prospectus – I:
Cate Category of No. of No. of fully No. No. of Total No. Shareh No. of Voting Rights held in each class of securities (IX) No. of Total Shareholdi Number of Number of Non-Disposal Other Total Number Number of
gory the Shareholde paid-up equity of shares shares held olding shares number of ng as a % locked-in shares Undertaking encumbrances, of Shares equity
(I) Shareholder rs (III) shares held part underly (VII) = as a % underlying shares on assuming shares pledged or (XV) if any encumbered shares held
(II) (IV) ly ing (IV)+(V)+ of total outstandin fully full (XIII) otherwise (XVI) (XVII) = in
paid Deposit (VI) no. of g diluted conversion encumbered (XIV+XV+XV dematerial
-up ory shares convertible basis of (XIV) I) ized form
equi Receipt (calcula No. of Voting Rights Total as securities (including convertible N As a No. As a No. (a) As a No. (a) As a No. (a) As a (XVIII)
ty s (VI) ted as Class: Class: Total a % of (including warrants, securities o % of (a) % % of % of % of
shar per Equity Others total warrants) ESOP, (as a % of . total of total total total
es SCRR, Shares voting (X)# Convertible diluted ( shar tota shares shares shares
held 1957) rights Securities share a es l held held held
(V) As a % etc.) capital ) held sha (b) (b) (b)
of (XI)=(VII+ (XII)=(VII) (b) res
(A+B+ X) + (X) as a held
C2) % of (b)
(VIII) (A+B+C2)
*#
(A) Promoters and 3 95,230,000 - - 95,230,000 99.05 95,230,000 42,465,399 137,695,399 91.74 42,465,399 137,695,399 87.76 - - - - - - - - - - 95,230,000
Promoter
Group
(B) Public 7,614^ 916,300 - - 916,300 0.95 916,300 11,486,852 12,403,152 8.26 18,279,542 19,195,842 12.24% - - 446 - - - - - - - 916,300
(C) Non- - - - - - - - - - - - - - - - - - - - - - - -
Promoter-
Non-Public
(1) Shares - - - - - - - - - - - - - - - - - - - - - - -
underlying
Custodian /
Depository
Receipts
(2) Shares held by - - - - - - - - - - - - - - - - - - - - - - -
Employee
Trusts
Total 7,617^ 96,146,300 - - 96,146,300 100.00 96,146,300 53,952,251 150,098,551 100.00 60,744,941 156,891,241 100.00 - - 446 - - - - - - 96,146,300
(A)+(B)+(C)
# Calculated on the basis of total Equity Shares held and such number of Equity Shares which will result upon conversion of 7,185,060 outstanding Preference Shares into a maximum of 53,952,251 Equity Shares of face value of ₹1 each.
^ Inclusive of 5 Shareholders holding only Preference Shares in our Company.
* As on the date of this Updated Draft Red Herring Prospectus – I, 7,185,060 Preference Shares comprising of Series A CCPS, Series A1 CCPS, Series B CCPS, Series B1 CCPS and Series C CCPS, are outstanding. Prior to filing of the Red Herring Prospectus with the RoC in
accordance with Regulation 5(2) read with Regulation 59(E)(1) of the SEBI ICDR Regulations, the following outstanding Preference Shares, as on the date of this Updated Draft Red Herring Prospectus – I, shall be converted into a maximum of 53,952,251 Equity Shares of face value
of ₹1 each in the manner as mentioned below. The issued, subscribed, and paid-up share capital of our Company will accordingly be updated at the time of filing of the Red Herring Prospectus with RoC.
Outstanding Preference Shares as on date of this Updated Draft Red Herring Prospectus – I Maximum number of resultant Equity Shares
162,400 Series A CCPS of face value of ₹10 each Up to 1,624,000 Equity Shares of face value of ₹1 each (i.e., conversion of such preferences shares into Equity Shares in the ratio of 1:10)
347,600 Series A1 CCPS of face value of ₹10 each Up to 3,476,000 Equity Shares of face value of ₹1 each (i.e., conversion of such preferences shares into Equity Shares in the ratio of 1:10)
15,507 Series B CCPS of face value of ₹6,000 each Up to 31,014,000 Equity Shares of face value of ₹1 each (i.e., conversion of such preferences shares into Equity Shares in the ratio of
1:2,000)
1,762 Series B1 CCPS of face value of ₹6,000 each Up to 3,524,000 Equity Shares of face value of ₹1 each (i.e., conversion of such preferences shares into Equity Shares in the ratio of 1:2,000)
6,657,791 Series C CCPS of face value of ₹3 each Up to 14,314,251 Equity Shares of face value of ₹1 each (i.e., conversion of such preferences shares into Equity Shares in the maximum
ratio of 1:2.15)
Total of maximum number of resultant Equity Shares Up to 53,952,251 Equity Shares of face value of ₹1 each
Note: The total number of Shareholders has been computed based on the beneficiary position statement dated October 24, 2025.
10911. Shareholding of our Directors, Key Managerial Personnel and Senior Management
Except as stated below, none of our Directors, Key Managerial Personnel or Senior Management hold any Equity
Shares or employee stock option in our Company as of the date of this Updated Draft Red Herring Prospectus – I:
Name of the Designation No. of Equity Number of Number of % of pre-Offer % of post-Offer
shareholder Shares of face ESOPs Equity Shares of equity share equity share
value of ₹1 each outstanding face value of ₹1 capital on a capital on a
each on a fully fully diluted fully diluted
diluted basis# basis# (%) basis (%)*
Sameer Ashok Executive 38,350,000 Nil 38,350,000 24.75 [●]
Mehta Director
Aman Gupta Non-Executive 38,370,000 Nil 38,370,000 24.76 [●]
Director
(Additional)
Vivek Gambhir Chairman and Nil 2,014,000 2,014,000 1.30 [●]
Non-Executive
Director
Rakesh Thakur Group Chief Nil 198,000 198,000 0.13 [●]
Financial Officer
Gaurav Nayyar Chief Executive Nil 875,000 875,000 0.56 [●]
Officer
Shyam Vedantam Chief Product Nil 204,000 204,000 0.13 [●]
Officer
Jyosmita Chintey Chief Human Nil 68,000 68,000 0.04 [●]
Resources Officer
Pranjal Jain Head of Nil 147,500 147,500 0.10 [●]
Manufacturing
and Supply Chain
Prejith Narayan Chief Business Nil 180,000 180,000 0.12 [●]
Officer
Rakshit Gupta Head of Customer Nil 135,000 135,000 0.09 [●]
Experience
Shashwat Singh Chief Information Nil 200,000 200,000 0.13 [●]
Officer
Shreekant Jayram Company Nil 3,152 3,152 0.00^ [●]
Sawant Secretary and
Compliance
Officer
Total 76,720,000 4,024,652 80,744,652 52.11 [●]
# The pre-Offer equity share capital of our Company on a fully diluted basis has been computed (a) assuming conversion of all outstanding 7,185,060 Preference
Shares of our Company into a maximum of 53,952,251 Equity Shares of face value of ₹1 each, and (b) pursuant to exercise of all outstanding options that are
vested as on the date of this Updated Draft Red Herring Prospectus – I, under the ESOP Schemes. As on the date of this Updated Draft Red Herring Prospectus
– I, 7,185,060 Preference Shares comprising of Series A CCPS, Series A1 CCPS, Series B CCPS, Series B1 CCPS and Series C CCPS, are outstanding. Series
A CCPS and Series A1 CCPS will be converted into a maximum of 5,100,000 Equity Shares in the ratio of 1:10. Series B CCPS and Series B1 CCPS will be
converted into a maximum of 34,538,000 Equity Shares in the ratio of 1:2,000 and Series C CCPS will be converted into a maximum of 14,314,251 Equity
Shares in the maximum ratio of 1:2.15, each prior to the filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) read with
Regulation 59(E)(1) of the SEBI ICDR Regulations.
^ Rounded off to the nearest decimal.
* To be updated in the Prospectus to be filed with the RoC.
12. As on the date of this Updated Draft Red Herring Prospectus – I, our Company has 7,617 Shareholders, comprising
7,612 equity shareholders and 5 preference shareholders who are holding only Preference Shares.
13. Details of shareholding of the major Shareholders of our Company
1. Set forth below is the list of Shareholders holding 1% or more of the paid-up share capital of our Company as on the
date of this Updated Draft Red Herring Prospectus – I.
110S. Name of the Number of Number of Number of Equity Shares Percentage Percentage
No. Shareholder Equity Preferences of face value of ₹1 each on of the pre- of the pre-
Shares of Shares a fully diluted basis post Offer equity Offer
face value conversion of outstanding share equity
of ₹1 each Preference Shares and capital(%) share
exercise of vested options, capital on
(as applicable)^ a fully
diluted
basis^(%)
(1) Sameer Ashok 38,350,000 Nil 38,350,000 39.89 24.75
Mehta
(2) Aman Gupta 38,370,000 Nil 38,370,000 39.91 24.76
(3) South Lake 18,510,000 53,41,739 60,975,399 19.25 39.35
Investment Ltd
(4) Fireside Ventures Nil 510,000 5,100,000 Nil 3.28
Investment Fund-I
(Scheme of
Fireside Ventures
Investment Fund)
(5) Qualcomm Nil 1,762 3,524,000 Nil 2.28
Ventures LLC
(6) Malabar Select Nil 865,513 1,860,853 Nil 1.20
Fund
Total 95,230,000 6,719,014 148,180,252 99.05 95.62
^ The pre-Offer equity share capital of the Company on a fully diluted basis has been computed (a) assuming conversion of all outstanding 7,185,060
Preference Shares of the Company into a maximum of 53,952,251 Equity Shares of face value of ₹1 each, and (b) pursuant to exercise of all
outstanding options that are vested as on the date of this Updated Draft Red Herring Prospectus – I, under the ESOP Schemes. As on the date of
this Updated Draft Red Herring Prospectus – I, 7,185,060 Preference Shares comprising of Series A CCPS, Series A1 CCPS, Series B CCPS, Series
B1 CCPS, Series C CCPS, are outstanding. Series A CCPS and Series A1 CCPS will be converted into a maximum of 5,100,000 Equity Shares in
the ratio of 1:10. Series B CCPS and Series B1 CCPS will be converted into a maximum of 34,538,000 Equity Shares in the ratio of 1:2,000 and
Series C CCPS will be converted into a maximum of 14,314,251 Equity Shares in the maximum ratio of 1:2.15, each prior to the filing of the Red
Herring Prospectus with the RoC in accordance with Regulation 5(2) read with Regulation 59(E)(1) of the SEBI ICDR Regulations.
2. Set forth below is the list of Shareholders holding 1% or more of the paid-up share capital of our Company as of 10
days prior to this Updated Draft Red Herring Prospectus – I:
S. Name of the Number of Number of Number of Equity Shares Percentage Percentage
No. Shareholder Equity Preferences of face value of ₹1 each on of the pre- of the pre-
Shares of Shares a fully diluted basis post Offer equity Offer
face value conversion of outstanding share equity
of ₹1 each Preference Shares and capital(%) share
exercise of vested options, capital on
(as applicable)^ a fully
diluted
basis^(%)
(1) Sameer Ashok 38,350,000 Nil 38,350,000 39.89 24.77
Mehta
(2) Aman Gupta 38,370,000 Nil 38,370,000 39.91 24.78
(3) South Lake 18,510,000 53,41,739 60,975,399 19.25 39.38
Investment Ltd
(4) Fireside Ventures Nil 510,000 5,100,000 Nil 3.29
Investment Fund-I
(Scheme of
Fireside Ventures
Investment Fund)
(5) Qualcomm Nil 1,762 3,524,000 Nil 2.28
111S. Name of the Number of Number of Number of Equity Shares Percentage Percentage
No. Shareholder Equity Preferences of face value of ₹1 each on of the pre- of the pre-
Shares of Shares a fully diluted basis post Offer equity Offer
face value conversion of outstanding share equity
of ₹1 each Preference Shares and capital(%) share
exercise of vested options, capital on
(as applicable)^ a fully
diluted
basis^(%)
Ventures LLC
(6) Malabar Select Nil 865,513 1,860,853 Nil 1.20
Fund
Total 95,230,000 6,719,014 148,180,252 99.05 95.70
^ The pre-Offer equity share capital of the Company on a fully diluted basis has been computed (a) assuming conversion of all outstanding 7,185,060
Preference Shares of the Company into a maximum of 53,952,251 Equity Shares of face value of ₹1 each, and (b) pursuant to exercise of all
outstanding options that are vested as of 10 days prior to the date of this Updated Draft Red Herring Prospectus – I, under the ESOP Schemes. As
on the date of this Updated Draft Red Herring Prospectus – I, 7,185,060 Preference Shares comprising of Series A CCPS, Series A1 CCPS, Series
B CCPS, Series B1 CCPS, Series C CCPS, are outstanding. Series A CCPS and Series A1 CCPS will be converted into a maximum of 5,100,000
Equity Shares in the ratio of 1:10. Series B CCPS and Series B1 CCPS will be converted into a maximum of 34,538,000 Equity Shares in the ratio
of 1:2,000 and Series C CCPS will be converted into a maximum of 14,314,251 Equity Shares in the maximum ratio of 1:2.15, each prior to the
filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) read with Regulation 59(E)(1) of the SEBI ICDR Regulations.
3. Set forth below is the list of Shareholders holding 1% or more of the paid-up share capital of our Company as of one
year prior to the date of this Updated Draft Red Herring Prospectus – I:
S. No. Name of the Number of Number of Number of Percentage Percentage
Shareholder Equity Preferences Equity Shares of the pre- of the pre-
Shares of Shares of face value Offer equity Offer equity
face value of of ₹1 each on share share capital
₹1 each a fully diluted capital(%) on a fully
basis post diluted
conversion of basis^(%)
outstanding
Preference
Shares and
exercise of
vested
options, (as
applicable)^
(1) Sameer Ashok Mehta 38,370,000 Nil 38,370,000 39.91 24.90
(2) Aman Gupta 38,370,000 Nil 38,370,000 39.91 24.90
(3) South Lake Investment 18,510,000 53,41,739 60,975,399 19.25 39.57
Ltd
(4) Fireside Ventures Nil 510,000 5,100,000 Nil 3.31
Investment Fund-I
(Scheme of Fireside
Ventures Investment
Fund)
(5) Qualcomm Ventures Nil 1,762 3,524,000 Nil 2.29
LLC
(6) Malabar Select Fund Nil 865,513 1,860,853 Nil 1.21
Total 95,250,000 6,719,014 148,200,252 99.07 96.18
^ The pre-Offer equity share capital of the Company on a fully diluted basis has been computed (a) assuming conversion of all outstanding 7,185,060
Preference Shares of the Company into a maximum of 53,952,251 Equity Shares of face value of ₹1 each, and (b) pursuant to exercise of all
outstanding options that are vested as of one year prior to the date of this Updated Draft Red Herring Prospectus – I, under the ESOP Schemes. As
on the date of this Updated Draft Red Herring Prospectus – I, 7,185,060 Preference Shares comprising of Series A CCPS, Series A1 CCPS, Series
B CCPS, Series B1 CCPS, Series C CCPS, are outstanding. Series A CCPS and Series A1 CCPS will be converted into a maximum of 5,100,000
Equity Shares in the ratio of 1:10. Series B CCPS and Series B1 CCPS will be converted into a maximum of 34,538,000 Equity Shares in the ratio
of 1:2,000 and Series C CCPS will be converted into a maximum of 14,314,251 Equity Shares in the maximum ratio of 1:2.15, each prior to the
filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) read with Regulation 59(E)(1) of the SEBI ICDR Regulations.
4. Set forth below is the list of Shareholders holding 1% or more of the paid-up share capital of our Company as of two
years prior to the date of this Updated Draft Red Herring Prospectus – I:
112S. No. Name of the Number of Number of Number of Percentage Percentage
Shareholder Equity Preferences Equity Shares of the pre- of the pre-
Shares of Shares of face value Offer equity Offer equity
face value of of ₹1 each on share share capital
₹1 each a fully diluted capital(%) on a fully
basis post diluted
conversion of basis^(%)
outstanding
Preference
Shares and
exercise of
vested
options, (as
applicable)^
(1) Sameer Ashok Mehta 38,370,000 Nil 38,370,000 39.93 25.04
(2) Aman Gupta 38,370,000 Nil 38,370,000 39.93 25.04
(3) South Lake Investment 18,510,000 53,41,739 60,975,399 19.26 39.79
Ltd
(4) Fireside Ventures Nil 510,000 5,100,000 Nil 3.33
Investment Fund-I
(Scheme of Fireside
Ventures Investment
Fund)
(5) Qualcomm Ventures Nil 1,762 3,524,000 Nil 2.30
LLC
(6) Malabar Select Fund Nil 865,513 1,860,853 Nil 1.21
Total 95,250,000 6,719,014 148,200,252 99.12 96.72
^ The pre-Offer equity share capital of the Company on a fully diluted basis has been computed (a) assuming conversion of all outstanding 7,185,060
Preference Shares of the Company into a maximum of 53,952,251 Equity Shares of face value of ₹1 each, and (b) pursuant to exercise of all
outstanding options that are vested as of two years prior to the date of this Updated Draft Red Herring Prospectus – I, under the ESOP Schemes.
As on the date of this Updated Draft Red Herring Prospectus – I, 7,185,060 Preference Shares comprising of Series A CCPS, Series A1 CCPS,
Series B CCPS, Series B1 CCPS and Series C CCPS, are outstanding. Series A CCPS and Series A1 CCPS will be converted into a maximum of
5,100,000 Equity Shares in the ratio of 1:10. Series B CCPS and Series B1 CCPS will be converted into a maximum of 34,538,000 Equity Shares in
the ratio of 1:2,000 and Series C CCPS will be converted into a maximum of 14,314,251 Equity Shares in the maximum ratio of 1:2.15, each prior
to the filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) read with Regulation 59(E)(1) of the SEBI ICDR
Regulations.
14. Employee Stock Option Schemes
Our Company has three ESOP Schemes, namely, Imagine Employees Stock Option Plan – 2019, Imagine Management
Stock Option Plan, 2021 and Imagine Marketing Employee Stock Option Plan 2023. All allottees under the ESOP
Schemes were employees of the Company or the Subsidiaries, as the case may be, at the time of grant and exercise of
such options, in accordance with the ESOP Schemes. Further, all grants of ESOPs under the ESOP Schemes are in
compliance with the SEBI SBEB & SE Regulations, to the extent applicable and the Companies Act. As on the date
of this Updated Draft Red Herring Prospectus – I, the details of grants, exercise and lapsed options on a cumulative
basis are as follows:
Particulars ESOP Scheme Equivalent no. of
2019 2021 2023 Equity Shares
ESOP pool 3,999,449 5,498,000 2,001,363 11,498,812
Options granted 5,723,452 5,498,000 1,332,812 12,554,264
Options forfeited / lapsed / cancelled 1,798,488 3,434,000 96,286 5,328,774
Options exercised 382,800 50,000 Nil 432,800
Total number of Equity Shares that would 382,800 50,000 Nil 432,800
arise as a result of exercise of options
Options vested (including options that 3,056,367 2,064,000 170,879 5,291,245
have been exercised)
Total number of options outstanding in 3,542,164 2,014,000 12,36,526 6,792,690
force
As certified by S.K. Patodia & Associates LLP, Chartered Accountants pursuant to their certificate dated October 28, 2025.
Imagine Employees Stock Option Plan – 2019 (“ESOP 2019”)
ESOP 2019 was instituted pursuant to a resolution dated October 24, 2019, of our Board and resolution dated
November 5, 2019, of our Shareholders. The ESOP 2019 was amended by our Company pursuant to the resolutions
of our Board on March 25, 2021, December 15, 2021, July 31, 2023, and January 23, 2025, and resolutions of our
Shareholders on dated March 25, 2021, December 15, 2021, September 3, 2023, and February 15, 2025. The ESOP
2019 is in compliance with the Companies Act and the Securities and Exchange Board of India (Share Based
113Employee Benefits and Sweat Equity) Regulations, 2021 and amendments made in July 31, 2023 have linked the
exercise period to a liquidity event for continuing employees.
The maximum number of options which can be granted under ESOP 2019 is 3,999,449 options.
The following table sets forth the particulars of ESOP 2019, as certified by S.K. Patodia & Associates LLP, Chartered
Accountants, by way of their certificate dated October 28, 2025, as on the date of this Updated Draft Red Herring
Prospectus – I:
114Particulars Details
From July 1, 2025, Three-months period ended Three-months period Financial year ended Financial year ended Financial year ended
until the date of this June 30, 2025 ended June 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Updated Draft Red
Herring Prospectus - I
Total options granted Nil Nil Nil Nil 139,300 1,641,002
Total options vested (cumulative) 2,673,567 2,570,567 1,759,680 2,540,714 1,721,596 809,233
Total options exercised Nil Nil Nil Nil Nil 66,000
Exercise price of options (per option) NA NA NA Nil 250.00, 300.00, 450.00 141.88, 218.00, 300.00,
(in ₹) (as on the date of grant options) 450.00
The total number of Equity Shares 2,673,567 2,570,567 1,759,680 2,540,714 1,721,596 809,233
that would arise as a result of full
exercise of granted options
Options forfeited/lapsed/cancelled 9,400 40,897 74,057 233,514 515,977 508,700
Variation of terms of options Nil
Vesting period 1 to 4 years
Money realized by exercise of options Nil Nil Nil Nil Nil 3,281,108
(₹)
Total number of options outstanding 3,542,164 3,551,564 3,751,918 3,592,461 3,825,975 4,202,652
in force
Employee wise details of options
granted to:
1. Key Managerial Personnel Name of key managerial personnel / senior management Total no. of options granted
and Senior Management Gaurav Nayyar 875,000
Shyam Vedantam 150,000
Shashwat Singh 200,000
Prejith Narayan 160,000
Rakshit Gupta 90,000
2. Any other employee who Name of employee Total no. of options granted
receives a grant in any one Sammyak Jain 150,000
year of options amounting Atul Vivek 60,000
to 5% or more of the options Arun Mittal 30,000
granted during the year Rishabh Jain 13,300
Wasif Kalim 8,000
Gowtham Dhanpal 8,000
3. Identified employees who Nil
were granted options during
any one year equal to or
exceeding 1% of the issued
capital (excluding
115Particulars Details
From July 1, 2025, Three-months period ended Three-months period Financial year ended Financial year ended Financial year ended
until the date of this June 30, 2025 ended June 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Updated Draft Red
Herring Prospectus - I
outstanding warrants and
conversions) of our
Company at the time of
grant
Diluted EPS pursuant to the issue of N.A. 1.42 (2.07) 4.05 (5.31) (9.22)
Equity Shares on exercise of options
calculated in accordance with the
applicable accounting standard on
‘Earnings Per Share’ (in ₹)
Weighted average exercise price of N.A. N.A. N.A. N.A. N.A. 49.71
options whose exercise price either
equals or exceeds or is less than the
market price of the stock (in ₹)
Weighted average exercise fair value N.A. N.A. N.A. N.A. 127.83 151.61
of options whose exercise price either
equals or exceeds or is less than the
market price of the stock (in ₹)
Difference, between employee Not applicable as our Company has followed similar accounting policies, as mentioned in Securities and Exchange Board of India (Share Based Employee Benefits)
compensation cost so computed and Regulations, 2014, and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as applicable.
the employee compensation
calculated on the basis of fair value of
the stock options and the impact of
this difference, on the profits of our
Company and on the EPS of our
Company
Description of the pricing formula and Particulars From July 1, 2025 till Three-months period Three-months Financial Year Financial Year ended Financial Year ended
the method and significant the date of this ended June 30, 2025 period ended June ended March 31, March 31, 2024 March 31, 2023
assumptions used to estimate the fair UDRHP-I 30, 2024 2025
value of options granted, including Weighted average NA NA NA NA 351.48 348.00 - 348.74
weighted average information, share price/ market
namely, risk-free interest rate, value
expected life, expected volatility, Exercise Price NA NA NA NA 250.00 - 450.00 141.88 - 450.00
expected dividends, and the price of Expected NA NA NA NA 22.18% 15.42% - 22.85%
the underlying share in the market at volatility
the time of grant of option Expected life of NA NA NA NA 7 years 4 years to 5.5 years
Stock Options
Expected NA NA NA NA NA NA
dividends
Risk-free interest NA NA NA NA 7.01% 7.14% - 7.44%
rate
116Particulars Details
From July 1, 2025, Three-months period ended Three-months period Financial year ended Financial year ended Financial year ended
until the date of this June 30, 2025 ended June 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Updated Draft Red
Herring Prospectus - I
Impact on the profits and on the EPS Not applicable as our Company has followed similar accounting policies, as mentioned in the erstwhile Securities and Exchange Board of India (Share Based Employee
of the last three years if our Company Benefits) Regulations, 2014, and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as applicable.
had followed the accounting policies
specified in Regulation 15 of the SEBI
SBEB & SE Regulations in respect of
options granted in the last three years
Intention of Key Managerial Key Managerial Personnel and Senior Management who are holders of Equity Shares, may, subject to market conditions, sell Equity Shares allotted to them, pursuant to
Personnel, Senior Management and exercise of the options granted under ESOP 2019, in full or in part, post listing of the Equity Shares of our Company and the quantum of the sale of such Equity Shares is
whole-time Directors who are holders undecided.
of Equity Shares allotted on exercise
of options granted under ESOP 2019,
to sell their Equity Shares within three
months after the listing of Equity
Shares pursuant to the Offer
Intention to sell Equity Shares arising Not applicable, as none of the Directors, Key Managerial Personnel, Senior Management or employees hold equity shares arising out of ESOP 2019 amounting to more than
out of the ESOP 2019 within three 1% of the issued equity capital of our Company.
months after the date of listing, by
Directors, Key Managerial Personnel,
Senior Management and employees
having Equity Shares arising out of
ESOP 2019, amounting to more than
1% of the issued capital (excluding
outstanding warrants and
conversions)
117Imagine Management Stock Option Plan – 2021 (“MSOP 2021”)
MSOP 2021 was instituted pursuant to a resolution dated March 25, 2021, of our Board and resolution dated
March 25, 2021, of our Shareholders. The MSOP 2021 was subsequently amended by our Company pursuant to
resolutions of our Board on December 15, 2021, and January 23, 2025, and resolutions of our Shareholders dated
December 15, 2021, and February 15, 2025. The MSOP 2021 is in compliance with the Companies Act and the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
The maximum number of options which can be granted under MSOP 2021 is 5,498,000 options.
The following table sets forth the particulars of MSOP 2021, as certified by S.K. Patodia & Associates LLP,
Chartered Accountants, by way of their certificate dated October 28, 2025, as on the date of this Updated Draft
Red Herring Prospectus – I:
118Particulars Details
From July 1, 2025, Three Three Financial year Financial year Financial year
until the date of this months months ended March ended March 31, ended March 31,
Updated Draft Red period period ended 31, 2025 2024 2023
Herring Prospectus – ended June June 30, 2024
I 30, 2025
Total options granted Nil Nil Nil Nil Nil Nil
Total options vested (cumulative) 2,014,000 2,014,000 2,014,000 2,014,000 2,014,000 2,064,000
Total options exercised Nil Nil Nil Nil 50,000 Nil
Exercise price of options (per option) (in ₹) (as on the date of grant options) 141.87
The total number of Equity Shares that would arise as a result of full 2,014,000 2,014,000 2,014,000 2,014,000 2,014,000 2,064,000
exercise of granted options
Options forfeited/lapsed/cancelled Nil Nil Nil Nil 3,434,000 Nil
Variation of terms of options Nil
Vesting period 1 to 4 years
Money realized by exercise of options (₹) Nil Nil Nil Nil 7,093,725 Nil
Total number of options outstanding in force 2,014,000 2,014,000 2,014,000 2,014,000 2,014,000 5,498,000
Employee wise details of options granted to:
1. Key Managerial Personnel and Senior Management Name of key managerial personnel / senior Total no. of options granted
management
Nil Nil
2. Any other employee who receives a grant in any one year of Name of employee Total no. of options granted
options amounting to 5% or more of the options granted during Vivek Gambhir 5,498,000
the year
3. Identified employees who were granted options during any one Vivek Gambhir
year equal to or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of our Company at the
time of grant
Diluted EPS pursuant to the issue of Equity Shares on exercise of options NA 1.42 (2.07) 4.05 (5.31) (9.22)
calculated in accordance with the applicable accounting standard on
‘Earnings Per Share’ (in ₹)
Weighted average exercise price of options whose exercise price either NA NA NA NA 141.88 N.A.
equals or exceeds or is less than the market price of the stock (in ₹)
Weighted average exercise fair value of options whose exercise price either NA NA NA NA N.A. N.A.
equals or exceeds or is less than the market price of the stock (in ₹)
Difference, between employee compensation cost so computed and the Not applicable as our Company has followed similar accounting policies, as mentioned in Securities and Exchange
employee compensation calculated on the basis of fair value of the stock Board of India (Share Based Employee Benefits) Regulations, 2014, and the Securities and Exchange Board of India
options and the impact of this difference, on the profits of our Company and (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as applicable
on the EPS of our Company
119Particulars Details
From July 1, 2025, Three Three Financial year Financial year Financial year
until the date of this months months ended March ended March 31, ended March 31,
Updated Draft Red period period ended 31, 2025 2024 2023
Herring Prospectus – ended June June 30, 2024
I 30, 2025
Description of the pricing formula and the method and significant Particulars Three months Three months Financial Year Financial Year Financial Year
assumptions used to estimate the fair value of options granted, including period ended period ended ended March ended March ended March
weighted average information, namely, risk-free interest rate, expected life, June 30, 2025 June 30, 2024 31, 2025 31, 2024 31, 2023
expected volatility, expected dividends, and the price of the underlying
share in the market at the time of grant of option
Weighted average NA NA NA NA NA
share price/ market
value
Exercise Price NA NA NA NA NA
Expected NA NA NA NA NA
volatility
Expected life of NA NA NA NA NA
Stock Options
Expected NA NA NA NA NA
dividends
Risk-free interest NA NA NA NA NA
rate
Impact on the profits and on the EPS of the last three years if our Company Not applicable as our Company has followed similar accounting policies, as mentioned in the erstwhile Securities
had followed the accounting policies specified in Regulation 15 of the SEBI and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, and the Securities and Exchange
SBEB & SE Regulations in respect of options granted in the last three years Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as applicable.
Intention of Key Managerial Personnel, Senior Management and whole- Key Managerial Personnel and Senior Management who are holders of Equity Shares, may, subject to market
time Directors who are holders of Equity Shares allotted on exercise of conditions, sell Equity Shares allotted to them, pursuant to exercise of the options granted under MSOP 2021, in full
options granted under MSOP 2021, to sell their Equity Shares within three or in part, post listing of the Equity Shares of our Company and the quantum of the sale of such Equity Shares is
months after the listing of Equity Shares pursuant to the Offer undecided.
Intention to sell Equity Shares arising out of the MSOP 2021 within three Key Managerial Personnel and Senior Management who are holders of Equity Shares, may, subject to market
months after the date of listing, by Directors, Key Managerial Personnel, conditions, sell Equity Shares allotted to them, in full or in part, arising out of MSOP 2021, post listing of the Equity
Senior Management and employees having Equity Shares arising out of Shares of our Company and the quantum of the sale of such Equity Shares is undecided.
MSOP 2021, amounting to more than 1% of the issued capital (excluding
outstanding warrants and conversions)
120Imagine Marketing Employee Stock Option Plan – 2023 (“ESOP 2023”)
ESOP 2023 was instituted pursuant to a resolution dated July 31, 2023, of our Board and resolution dated
September 3, 2023, of our Shareholders. The ESOP 2023 was subsequently amended by our Company pursuant
to resolutions of our Board on January 23, 2025, and resolutions of our Shareholders dated February 15, 2025.
The ESOP 2023 was subsequently amended by our Company pursuant to the resolution of our Board on March
31, 2025, and approved by our Shareholders pursuant to the resolution passed on May 23, 2025. The ESOP 2023
is in compliance with the Companies Act and the Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 and the policy has linked the exercise period of an option to a
liquidity event for continuing employees.
The maximum number of options which can be granted under ESOP 2023 is 2,001,362 options.
The following table sets forth the particulars of ESOP 2023, as certified by S.K. Patodia & Associates LLP,
Chartered Accountants, by way of their certificate dated October 28, 2025, as on the date of this Updated Draft
Red Herring Prospectus – I:
121Particulars Details
From July 1, Three months Three months Financial year Financial year Financial year
2025, until the period ended period ended ended March ended March ended March
date of this June 30, 2025 June 30, 2024 31, 2025 31, 2024 31, 2023
Updated
Draft Red
Herring
Prospectus – I
Total options granted 37,888 Nil 38,777 1,140,598 154,327 Nil
Total options vested (cumulative) 170,879 47,223 Nil 38,085 Nil Nil
Total options exercised Nil Nil Nil Nil Nil Nil
Exercise price of options (per option) (in ₹) (as on the date of grant options) 450.00
The total number of Equity Shares that would arise as a result of full exercise of granted 170,879 47,223 Nil 38,085 Nil Nil
options
Options forfeited/lapsed/cancelled 15,590 59,854 2,222 18,851 1,991 Nil
Variation of terms of options Nil
Vesting period 1 to 4 years
Money realized by exercise of options (₹) Nil Nil Nil Nil Nil Nil
Total number of options outstanding in force 1,236,526 1,214,228 188,891 1,274,082 152,336 Nil
Employee wise details of options granted to:
1. Key Managerial Personnel and Senior Management Name of key managerial personnel / senior management Total no. of options granted
Rakesh Thakur 198,000
Pranjal Jain 147,500
Jyosmita Chintey 68,000
Shyam Vedantam 54,000
Rakshit Gupta 45,000
Prejith Narayan 20,000
Shreekant Jayram Sawant 3,152
2. Any other employee who receives a grant in any one year of options amounting Name of employee Total no. of options granted
to 5% or more of the options granted during the year Vedansh Kumar 20,000
Om Prakash Chouhan 13,333
Ashmeet Singh 8,667
Nikhil Chettyar 7,778
Prateek Agarwal 7,778
Pulkit Bansal 70,000
Shrey Walia 69,444
3. Identified employees who were granted options during any one year equal to or Nil
exceeding 1% of the issued capital (excluding outstanding warrants and
conversions) of our Company at the time of grant
Diluted EPS pursuant to the issue of Equity Shares on exercise of options calculated in N.A. 1.42 (2.07) 4.05 (5.31) (9.22)
122Particulars Details
From July 1, Three months Three months Financial year Financial year Financial year
2025, until the period ended period ended ended March ended March ended March
date of this June 30, 2025 June 30, 2024 31, 2025 31, 2024 31, 2023
Updated
Draft Red
Herring
Prospectus – I
accordance with the applicable accounting standard on ‘Earnings Per Share’ (in ₹)
Weighted average exercise price of options whose exercise price either equals or exceeds N.A. N.A. N.A. N.A. N.A. N.A.
or is less than the market price of the stock (in ₹)
Weighted average exercise fair value of options whose exercise price either equals or N.A. N.A. N.A. N.A. 84.89 N.A.
exceeds or is less than the market price of the stock (in ₹)
Difference, between employee compensation cost so computed and the employee Not applicable as our Company has followed similar accounting policies, as mentioned in Securities
compensation calculated on the basis of fair value of the stock options and the impact of and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, and the Securities
this difference, on the profits of our Company and on the EPS of our Company and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021,
as applicable.
Description of the pricing formula and the method and significant assumptions used to Particulars From July 1, 2025, Three Three Financial Financial Financial
estimate the fair value of options granted, including weighted average information, namely, until the date of months months Year ended Year ended Year ended
risk-free interest rate, expected life, expected volatility, expected dividends, and the price this Updated Draft period period March 31, March 31, March 31,
of the underlying share in the market at the time of grant of option Red Herring ended ended 2025 2024 2023
Prospectus - I June 30, June 30,
2025 2024
Weighted 353 NA 352.00 352.00 356.04 NA
average share
price/ market
value
Exercise Price 450 NA 450.00 450.00 450.00 NA
Expected 42.32%- 45.82% NA 44.18% 41.92% - 22.17% - NA
volatility 45.93% 22.18%
Expected life 4 years to 7 years NA 4 years to 7 4 years to 7 4 years to 7 NA
of years years years
Stock Options
Expected Nil NA Nil Nil Nil NA
dividends
Risk-free 6.09%-6.50% NA 7.20% 6.45% - 7.20 7.05% - NA
interest rate % 7.33%
Impact on the profits and on the EPS of the last three years if our Company had followed Not applicable as our Company has followed similar accounting policies, as mentioned in the
the accounting policies specified in Regulation 15 of the SEBI SBEB & SE Regulations in erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
respect of options granted in the last three years 2014, and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, as applicable.
Intention of Key Managerial Personnel, Senior Management and whole-time Directors Key Managerial Personnel and Senior Management who are holders of Equity Shares, may, subject
who are holders of Equity Shares allotted on exercise of options granted under ESOP 2023, to market conditions, sell Equity Shares allotted to them, pursuant to exercise of the options granted
to sell their Equity Shares within three months after the listing of Equity Shares pursuant under ESOP 2023, in full or in part, post listing of the Equity Shares of our Company and the quantum
123Particulars Details
From July 1, Three months Three months Financial year Financial year Financial year
2025, until the period ended period ended ended March ended March ended March
date of this June 30, 2025 June 30, 2024 31, 2025 31, 2024 31, 2023
Updated
Draft Red
Herring
Prospectus – I
to the Offer of the sale of such Equity Shares is undecided.
Intention to sell Equity Shares arising out of the ESOP 2023 within three months after the Not applicable, as none of the Directors, Key Managerial Personnel, Senior Management or
date of listing, by Directors, Key Managerial Personnel, Senior Management and employees hold equity shares arising out of ESOP 2023 amounting to more than 1% of the issued
employees having Equity Shares arising out of ESOP 2023, amounting to more than 1% equity capital of our Company.
of the issued capital (excluding outstanding warrants and conversions)
12415. Except for the issuance of any Equity Shares (a) pursuant to exercise of options granted under the ESOP Schemes or (b)
pursuant to the Fresh Issue, or (c) pursuant to the Pre-IPO Placement, if any, our Company presently does not intend or
propose to alter the 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 specified securities (including issue of securities
convertible into or exchangeable for, directly or indirectly into Equity Shares), whether on a preferential basis or by issue
of bonus Equity Shares or on a rights basis or further public issue of Equity Shares or otherwise.
16. Our Company, our Directors and the BRLMs have not entered into any buy-back arrangements for the purchase of Equity
Shares from any person.
17. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this Updated Draft Red
Herring Prospectus – I. The Equity Shares to be issued or transferred pursuant to the Offer shall be fully paid up at the time
of Allotment.
18. As on the date of this Updated Draft Red Herring Prospectus – I, none of the BRLMs and their respective associates (as
defined under the Companies Act, 2013 and SEBI Merchant Bankers Regulations) hold any Equity Shares in our Company.
We confirm that the BRLMs are not associates of our Company as per Regulation 21A of the SEBI Merchant Bankers
Regulations. 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.
19. None of the Shareholders of our Company are directly or indirectly related to the BRLMs or their associates.
20. Except for outstanding options granted pursuant to the ESOP Schemes and the outstanding Preference Shares issued by
our Company which will be converted prior to filing of the Red Herring Prospectus, our Company has no outstanding
convertible securities, warrants, options to be issued or rights to convert debentures, loans or other convertible instruments,
which would entitle any person any option to receive Equity Shares as on the date of this Updated Draft Red Herring
Prospectus – I.
21. Except for allotment of Equity Shares pursuant to (i) exercise of options granted under the ESOP Schemes, (ii) conversion
of the outstanding Preference Shares into Equity Shares, (iii) the Fresh Issue, and (iv) Pre-IPO Placement, if any, there will
be no further issuance of Equity Shares whether by way of issue of bonus shares, preferential allotment, rights issue or in
any other manner during the period commencing from the date of receipt of observations from the SEBI on this Updated
Draft Red Herring Prospectus – I, until the Equity Shares have been listed on the Stock Exchanges or all application monies
have been refunded or unblocked, as the case may be, in the event there is a failure of the Offer.
22. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. Our Company will comply
with such disclosure and accounting norms as may be specified by SEBI from time to time.
23. Except for (i) any discount that may be provided in relation to the Offer in accordance with applicable law and (ii) fees or
commission for services rendered in relation to the Offer, no person connected with the Offer, including our Company,
each of the Selling Shareholders, BRLMs, Syndicate Member(s), or our Directors, 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.
24. Our Company shall ensure that transactions in the securities of our Company, including any transactions of Equity Shares
by our Promoters and members of the Promoter Group and Pre-IPO Placement, if any, during the period between the date
of filing of this Updated Draft Red Herring Prospectus – I and the date of closure of the Offer shall be reported to the Stock
Exchanges within 24 hours of such transaction. Pursuant to our letter dated September 30, 2025, our Company informed
the Stock Exchanges within 24 hours of sale by way of gift of 20,000 Equity Shares of face value of ₹ 1 each by Sameer
Ashok Mehta to Usha Dev Chawla. For details see, “ - Equity share capital build-up of our Promoters (also the Promoter
Selling Shareholders)” on page 100.
25. Our Promoters and members of the Promoter Group shall not participate in the Offer and will not receive any proceeds
from the Offer, except by way of participation as Selling Shareholders, as applicable, in the Offer for Sale.
125OBJECTS OF THE OFFER
The Offer comprises the Fresh Issue and the Offer for Sale.
Offer for Sale
The object of the Offer for Sale is to allow the Selling Shareholders to sell an aggregate of up to [●] Equity Shares having face value
of ₹ 1 each aggregating up to ₹ 10,000.00 million held by them. Each Selling Shareholder shall be entitled to its respective portion
of the proceeds of the Offer for Sale, after deducting its proportion of the Offer-related expenses and the relevant taxes thereon. Our
Company will not receive any proceeds from the Offer for Sale and the proceeds received from the Offer for Sale will not form part
of the Net Proceeds. For further details of the Offer for Sale, see “The Offer” on page 71.
Each of the Selling Shareholders have, severally and not jointly, authorised its participation in the Offer for Sale to the extent of its
respective portion of the Offered Shares, pursuant to their respective consent letters, as set out below. For details, see “The Offer”
on page 71.
S. No. Selling Shareholder Number of Offered Shares Aggregate proceeds Date of consent Date of corporate
(assuming full conversion of from the Offered letter action / board
the outstanding Preference Shares resolution /
Shares held as on the date of authorisation
this Updated Draft Red letter
Herring Prospectus – I)
Promoter Selling Shareholders
1. Sameer Ashok Mehta Up to [●] Equity Shares of face Up to ₹750.00 March 31, 2025 N.A.
value of ₹1 each million
2. Aman Gupta Up to [●] Equity Shares of face Up to ₹2,250.00 March 31, 2025 N.A.
value of ₹1 each million
3. South Lake Investment Ltd Up to [●] Equity Shares of face Up to ₹5,000.00 March 31, 2025 March 28, 2025
value of ₹1 each million
Investor Selling Shareholders
4. Fireside Ventures Investment Up to [●] Equity Shares of face Up to ₹1,500.00 March 31, 2025 March 24, 2025
Fund-I (Scheme of Fireside value of ₹1 each million
Ventures Investment Trust)
5. Qualcomm Ventures LLC Up to [●] Equity Shares of face Up to ₹500.00 March 31, 2025 January 27, 2025
value of ₹1 each million
Fresh Issue
The details of the proceeds of the Fresh Issue are set forth below:
(in ₹ million)
Particulars Estimated amount
Gross Proceeds of the Fresh Issue 5,000.00
(Less) Expenses in relation to the Fresh Issue^ []
Net Proceeds** []*
*To be determined upon finalisation of the Offer Price and updated in the Prospectus prior to filing with the RoC.
** Includes the proceeds, if any, received pursuant to the Pre-IPO Placement of up to ₹ 1,000.00 million, which may be undertaken at the discretion of our Company,
and our Promoters in consultation with the BRLMs, prior to filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be
decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be
reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the
Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant
to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the
Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall
be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus.
^ For details, see “- Offer Expenses” on page 132.
Requirement of funds and utilization of Net Proceeds
We propose to utilise the Net Proceeds towards funding the following objects:
1. Funding the working capital requirements of our Company;
2. Funding the brand and marketing expenses towards enhancing the awareness and visibility of our products and brand; and
3. General corporate purposes.
(Collectively, the “Objects”).
126In addition to the Objects, our Company also expects to receive the benefits of listing of the Equity Shares on the Stock Exchanges,
including enhancement of our Company’s brand name and creation of a public market for our Equity Shares in India.
The main objects clause and objects incidental and ancillary to the main objects clause of the memorandum of association of our
Company, enables our Company to: (i) undertake the activities presently carried out by our Company; and (ii) undertake the
activities proposed to be funded from the Net Proceeds, as applicable.
Pursuant to a resolution passed by the Board dated October 17, 2025, our Company has approved the utilisation of the Net Proceeds
for the Objects and the schedule of deployment and implementation, as set out below.
Proposed schedule of implementation and deployment of Net Proceeds
We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of implementation and
deployment of funds set forth in the table below:
(in ₹ million)
Estimated amount Estimated utilisation of Net Proceeds
proposed to be Financial year Financial year Financial year
Particulars
financed from Net ended March 31, ended March 31, ended March 31,
Proceeds 2026 2027 2028
Funding working capital requirements of our 2,250.00 770.00 684.00 796.00
Company
Funding brand and marketing expenses 1,500.00 280.00 600.00 620.00
towards enhancing the awareness and
visibility of our products and brand
General corporate purposes(1)(2) [●] [●] [●] [●]
Total(3) [●] [●] [●] [●]
(1) The amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
(2) To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
(3) Includes the proceeds, if any, received pursuant to the Pre-IPO Placement of up to ₹ 1,000.00 million, which may be undertaken at the discretion of our Company,
and our Promoters in consultation with the BRLMs, prior to filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be
decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be
reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the
Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant
to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the
Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall
be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus.
The above-stated fund requirements, deployment of the funds and the intended use of the Net Proceeds as described in this Updated
Draft Red Herring Prospectus – I are based on our current business plan, management estimates, market conditions and other external
commercial and technical factors. However, such fund requirements and deployment of funds have not been appraised by any bank,
financial institution or any other independent agency. For further details, see “Risk Factors – Our funding requirements and the
proposed deployment of Net Proceeds are based on management estimates and our management will have broad discretion over
the use of the Net Proceeds, including interim use. Variations in the utilization of the Net Proceeds or in the terms of the conditions
disclosed in this Updated Draft Red Herring Prospectus – I would be subject to certain compliance requirements, including prior
shareholders’ approval” on page 57.
We may have to revise our funding requirements and deployment on account of a variety of factors such as our financial and market
condition, our business and growth strategies, our ability to identify and implement inorganic growth initiatives (including
investments and acquisitions), competitive landscape, general factors affecting our results of operations, financial condition and
access to capital and other external factors such as changes in the business environment or regulatory climate and interest or
exchange rate fluctuations, which may not be within the control of our management. This may entail rescheduling the proposed
utilization of the Net Proceeds and changing the allocation of funds from its planned allocation at the discretion of our management,
subject to compliance with applicable law.
Further, our Company may decide to accelerate the estimated Objects ahead of the schedule specified above. However, in the event
that estimated utilization out of the Net Proceeds in a scheduled Fiscal being not undertaken in its entirety, the remaining Net
Proceeds shall be utilized in subsequent Fiscals, as may be decided by our Company, in accordance with applicable laws. Any such
change in our plans may require rescheduling of our expenditure programs and increasing or decreasing expenditure for a particular
object vis-à-vis the utilization of Net Proceeds. In case of any surplus amount after utilization of the Net Proceeds towards any of
the aforementioned Objects, we may use such surplus amount towards other Objects as set out above, provided that the total amount
to be utilized towards general corporate purposes does not exceed 25% of the Gross Proceeds in accordance with applicable law.
Further, in case of a shortfall in meeting the aforementioned Objects, we may explore a range of alternate funding options including
utilizing our internal accruals and / or availing future debt from lenders.
127Means of finance
The fund requirements towards the Objects are proposed to be entirely funded from the Net Proceeds, internal accruals and further
infusion of capital and borrowings, each as applicable, accordingly, our Company confirms that there is no requirement to make
firm arrangements of finance through verifiable means towards at least 75% of the stated means of finance, excluding the amount
to be raised from the Offer and existing borrowings and internal accruals as required under the SEBI ICDR Regulations.
Details of the Objects
1. Funding the working capital requirements of our Company
Our Company proposes to utilize ₹ 2,250.00 million from the Net Proceeds towards funding its working capital requirements.
Our business is working capital intensive on account of (a) long lead time of “order to delivery” (b) multiple product categories and
vast product portfolio and (c) multi-channel distribution network and we fund our working capital requirements in the ordinary
course of business from our internal accruals and financing facilities from various banks and financial institutions. Our Company
requires additional working capital for funding future growth requirements of our Company and for other corporate purposes. For
details, please see, “Our Business - Our Strategy - Build on our market leadership positions in our existing core categories to
accelerate growth and improve margins”, “Our Business - Our Strategy - Deepen and expand our presence into other adjacent
product categories” and “Our Business - Our Strategy – Expand in a focussed manner in select countries in the Middle East, South
East Asia and South Asia” on pages 196, 198 and 199.
(1) Basis of estimation of working capital requirements
Set out below are the details of working capital for the three-months period ended June 30, 2025, which have been extracted from
the special purpose condensed audited standalone interim financial statements and for the financial years ended March 31, 2025,
March 31, 2024, and March 31, 2023, which have been extracted from the audited standalone financial statements of our Company
respectively:
(in ₹ million, unless otherwise stated)
Particulars As at June 30, As at March As at March As at March
2025 31, 2025 31, 2024 31, 2023
Current assets
Inventories 4,462.40 3,239.39 4,293.23 4,616.48
Trade receivables 3,413.69 2,540.02 1,497.06 2,694.15
Other current assets 2,124.82 2,145.95 3,641.73 5,808.66
Total current assets (A) 10,000.91 7,925.36 9,432.02 13,119.29
Current liabilities
Trade payables 4,585.28 3,671.47 2,168.31 2,558.03
Other current liabilities and provisions 1,157.83 1,253.76 1,213.80 715.36
Total current liabilities (B) 5,743.11 4,925.23 3,382.11 3,273.39
Total working capital requirements (A)-(B) 4,257.80 3,000.13 6,049.91 9,845.90
Funding pattern
Borrowings and internal accruals 4,257.80 3,000.13 6,049.91 9,845.90
As certified by S.K. Patodia & Associates LLP, Chartered Accountants by way of their certificate dated October 28, 2025.
(2) Incremental working capital requirements
We propose to utilise ₹ 770.00 million, ₹ 684.00 million and ₹ 796.00 million of the Net Proceeds in the financial year ended March
31, 2026, March 31, 2027, and March 31, 2028, respectively, towards our working capital requirements. On the basis of our existing
working capital requirements, management estimates and the projected working capital requirements, our Board, pursuant to their
resolution dated October 17, 2025, has approved the incremental working capital requirements for the financial year ended March
31, 2026, March 31, 2027, and March 31, 2028, respectively. As our business grows, our working capital requirements may increase
and we may explore a range of options for funding such additional working capital requirements through our internal accruals or by
entering into financial arrangements with banks and financial institutions. The proposed funding of such working capital
requirements is as stated below:
128(in ₹ million, unless otherwise stated)
Particulars As at March As at March 31, As at March 31,
31, 2026 2027 2028
Current assets
Inventories 3,633.14 4,150.43 4,857.78
Trade receivables 3,312.35 3,976.92 4,693.22
Other current assets 2,263.61 2,469.65 2,805.89
Total current assets (A) 9,209.10 10,597.00 12,356.89
Current liabilities
Trade payables 4,085.53 4,616.17 5,427.42
Other current liabilities and provisions 1,389.43 1,594.31 1,784.28
Total current liabilities (B) 5,474.97 6,210.48 7,211.70
Total working capital requirements (C) = (A)-(B) 3,734.14 4,386.52 5,145.19
Funding pattern
Borrowings and internal accruals 2,964.14 2,932.53 2,895.19
IPO proceeds 770.00 1,454.00 2,250.00
(3) Key assumptions and justifications for funding the incremental working capital requirements
The details of the working capital holding levels for the three-months period ended June 30, 2025, and for the financial years ended
March 31, 2025, March 31, 2024, and March 31, 2023, each as derived from our audited standalone financial statements and the
estimated working capital holding levels as projected for the financial year ended March 31, 2026, March 31, 2027, and March 31,
2028, pursuant to the resolution of our Board dated October 17, 2025 are as under:
Particulars Actual working capital holding levels (represented in terms of days
of sales)
As at June 30, As at March 31, As at March As at March
2025 2025 31, 2024 31, 2023
Inventories(1)(7) 65 39 50 52
Trade receivables(2)(7) 50 30 18 30
Other current assets(3)(7) 31 26 43 65
Trade payables(4)(7) 67 44 25 29
Other current liabilities and provisions(5)(7) 17 15 14 8
Total Working Capital Days(6)(7) 62 36 71 110
As certified by S.K. Patodia & Associates LLP, Chartered Accountants by way of their certificate dated October 28, 2025.
(1) Inventories days are calculated as Inventories divided by Revenue from operations multiplied by 365 days.
(2) Trade receivables days are calculated as Trade receivables divided by Revenue from operations multiplied by 365 days.
(3) Other current assets days are calculated as Other current assets divided by Revenue from operations multiplied by 365 days.
(4) Trade payables days are calculated as Trade payables divided by Revenue from operations multiplied by 365 days.
(5) Other current liabilities and provisions days are calculated as Other current liabilities and provisions divided by Revenue from operations multiplied by 365
days.
(6) Total Working Capital Days are calculated as total working capital divided by Revenue from operations multiplied by 365 days.
(7) Working capital days for each of the components mentioned above as at June 30, 2025, are calculated based on 91 days instead of 365 days.
Particulars Estimated working capital levels (represented in terms of
days of sales)
As at March 31, As at March 31, As at March 31,
2026 2027 2028
Inventories(1) 40 40 40
Trade receivables(2) 36 38 39
Other current assets(3) 25 24 23
Trade payables(4) 45 44 45
Other current liabilities and provisions(5) 15 15 15
Total Working Capital Days(6) 41 42 42
(1) Inventories days are calculated as Inventories divided by Revenue from operations multiplied by 365 days.
(2) Trade receivables days are calculated as Trade receivables divided by Revenue from operations multiplied by 365 days.
(3) Other current assets days are calculated as Other current assets divided by Revenue from operations multiplied by 365 days.
(4) Trade payables days are calculated as Trade payables divided by Revenue from operations multiplied by 365 days.
(5) Other current liabilities and provisions days are calculated as Other current liabilities and provisions divided by Revenue from operations multiplied by 365
days.
(6) Total Working Capital Days are calculated as total working capital divided by Revenue from operations multiplied by 365 days.
129The table below sets forth the key justifications for holding levels:
Particulars Assumptions
Inventories For Fiscal 2023, Fiscal 2024 and Fiscal 2025, in terms of days of sales, our Company had
inventory of 52, 50 and 39 days respectively. For Fiscal 2026, Fiscal 2027, and Fiscal 2028,
we estimate our inventory holding days to be around 40. Inventory days as of a particular
date are calculated as closing inventory on that particular date divided by last twelve months
revenue as of that particular date.
Trade receivables For Fiscal 2023, Fiscal 2024 and Fiscal 2025, in terms of days of sales, our Company had
trade receivables of 30, 18 and 30 days respectively. The movement in our trade receivables
over the past period is driven by sales channel mix and opportunistic working capital
financing decisions. For Fiscal 2026, Fiscal 2027 and Fiscal 2028, we estimate trade
receivable days to be around 36, 38 and 39 days respectively. As we increase our penetration
and geographical reach, we estimate a need to continue to extend credit support to our
customers / distributors.
Trade receivable days as of a particular date are calculated as closing trade receivables on
that particular date divided by last twelve months revenue as of that particular date.
Other current assets For Fiscal 2023, Fiscal 2024 and Fiscal 2025, in terms of days of sales, our Company had
other current assets of 65, 43 and 26 days respectively.
We expect our other current assets days to continue to improve in future years and
accordingly, for Fiscal 2026, Fiscal 2027 and Fiscal 2028, we estimate other current asset
days to be around 25, 24 and 23 respectively.
Other current assets as of a particular date are calculated as closing other current assets on
that particular date divided by last twelve months revenue as of that particular date.
Trade payables For Fiscal 2023, Fiscal 2024 and Fiscal 2025, in terms of days of sales, our Company had
trade payables of 29, 25 and 44 days respectively. For Fiscal 2026, Fiscal 2027, and Fiscal
2028, we estimate trade payables days to remain around 45. We have significantly improved
our trade payable days by negotiating better credit terms with our suppliers leveraging our
scale and brand.
Trade payable days as of a particular date are calculated as closing trade payables on that
particular date divided by last twelve months revenue as of that particular date.
Other current liabilities and provisions For Fiscal year 2023, Fiscal 2024 and Fiscal 2025, in terms of days of sales, our Company
had current liabilities and provisions of 8, 14 and 15 days respectively. For Fiscal 2026, Fiscal
2027 and Fiscal 2028 we expect other current liabilities and provisions days to remain around
15.
Other current liabilities and provisions days as of a particular date are calculated as closing
other current liabilities and provisions as of that particular date divided by last twelve months
revenue as of that particular date.
For details, see, “Risk Factors - Our business has substantial working capital requirements and one of the objects of the Offer
include funding working capital requirements of our Company, which are based on certain assumptions and estimates and may not
be indicative of the actual working capital requirements of our Company in the future. While our working capital requirement has
decreased during the last three Financial Years, it has increased in the three month period ended June 30, 2025, and our Company
estimates an increase in working capital requirement in the future based on expected business growth” on page 32.
2. Funding brand and marketing expenses towards enhancing the awareness and visibility of our products and brand
Our Company proposes to utilize ₹ 1,500.00 million from the Net Proceeds towards funding the brand and marketing expenses
towards enhancing the awareness and visibility of our products and brand.
We are committed to continue to invest in strategic brand-building initiatives around our brand “boAt”, that further enhance
customer engagement and strengthen our position as a leading digital-first consumer brand.
By continuously investing in our brand equity, we aim to maintain high brand awareness and consideration, foster frequent consumer
interactions with the “boAt” brand to foster and deepen loyalty among our existing consumers while attracting new ones.
We have developed a robust brand and marketing playbook, leveraging our nuanced marketing capabilities to drive high engagement
with young consumers and strengthen the performance of our brand. Our brand positioning has resonated with our target consumers
and has helped us build a relationship based on trust and affinity, which is evidenced by our community of over 20 million
“boAtheads” (i.e., customers engaged with our digital ecosystem across our website and applications) as of June 30, 2025. For
details of certain recognitions received during the calendar year 2025, please see, “Our Business – Overview” on page 179.
Our marketing playbook is anchored on four core pillars:
130• Consistent communication of our brand identity: Across the marketing funnel – from creating awareness, to driving
consideration to conversion – we communicate what our flagship brand “boAt” represents. Our identity is centered around
being a technology democratizer, aligned with social trends and proudly reflective of our Indian heritage.
• Collaboration with celebrities and influencers: We collaborate with celebrities and influencers who are amongst the most
relevant and popular among our target consumers. For example, we have collaborated with celebrities such as Ranveer
Singh, Jemimah Rodrigues and Yashasvi Jaiswal.
• Brand Collaborations: We enhance brand equity through brand collaborations with media and entertainment houses, sports
teams, mega events and fashion labels including Royal Challengers Bangalore, Kolkata Knight Riders, Dhruv Kapoor label
and Huemn. These brand associations include exclusive marketing activities including limited edition product launches;
and
• Innovative marketing campaigns: We execute impactful campaigns with strong reach, engagement and virality, such as our
‘Lost in Nirvana’ ad campaign, generating over 360 million impressions as of June 30, 2025, and an interactive campaign
with Royal Challengers Bangalore offering an immersive experience for boAtheads, generating 78 million impressions as
of June 30, 2025.
Since our brand marketing strategies include engaging influencers, entering into celebrity endorsement agreements and maintaining
a presence on social media platforms on whom we rely upon for our marketing and endorsement, from time to time, our Company
engages into various short-term agreements with such influences and celebrities to further our brand image. For details, see, “Risk
Factors - Our use of online media, cricketers, musicians, social media influencers, television personalities and celebrities as part
of our marketing strategy may adversely affect our business and demand for our products” on page 51.
Set out below is the advertisement and promotion expenses incurred for the three-months periods ended June 30, 2025, and June
30, 2024, and for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023, as a percentage of total expenses,
on a consolidated basis are as follows:
Three- Three-
Financial
months months Financial year Financial year
year ended
Particulars period period ended March ended March
March 31,
ended June ended June 31, 2024 31, 2023
2025
30, 2025 30, 2024
Advertisement and promotion expenses* (in ₹ million) 531.95 809.56 3,897.18 3,656.87 4,276.45
Total expenses (in ₹ million) 6,084.13 6,163.12 30,403.54 32,335.90 35,620.74
Advertisement and promotion expenses as a 8.74% 13.14% 12.82% 11.31% 12.01%
percentage of total expenses (in %)
As certified by S.K. Patodia & Associates LLP, Chartered Accountants by way of their certificate dated October 28, 2025.
* Advertisement and promotion expenses includes expenses incurred by our Company on, inter-alia visibility spends, digital marketing, influencer and celebrity costs
and others.
Set out below is the advertisement and promotion expenses incurred for the three-months periods ended June 30, 2025, and June
30, 2024, and for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023, as a percentage of revenue from
operations, on a consolidated basis are as follows:
Three- Three-
Financial
months months Financial year Financial year
year ended
Particulars period period ended March ended March
March 31,
ended June ended June 31, 2024 31, 2023
2025
30, 2025 30, 2024
Advertisement and promotion expenses* (in ₹ million) 531.95 809.56 3,897.18 3,656.87 4,276.45
Revenue from operations (in ₹ million) 6,281.02 5,672.21 30,732.77 31,176.74 33,767.90
Advertisement and promotion expenses as a 8.47% 14.27% 12.68% 11.73% 12.66%
percentage of revenue from operations (in %)
As certified by S.K. Patodia & Associates LLP, Chartered Accountants by way of their certificate dated October 28, 2025.
* Advertisement and promotion expenses includes expenses incurred by our Company on, inter-alia visibility spends, digital marketing, influencer and celebrity costs
and others.
Further, deployment of funds on brand and marketing expenses towards enhancing the awareness and visibility of our products and
brand in any particular media segment or through any particular marketing channel or platform, would be contingent on various
factors, such as the nature of the advertising campaign, ratings or expected viewership or customer reach, targeted geographies and
platforms, time slots or user segments, and our overall business and marketing plans etc.. Any additional expenses during or beyond
the proposed utilisation period which may be incurred by our Company towards these expenses would be funded through other
avenues including further infusion of capital, external borrowings, internal accruals of the Company, or means other than the Net
131Proceeds.
3. General corporate purposes
Our Company proposes to deploy the balance Net Proceeds aggregating to ₹ [●] million towards general corporate purposes, subject
to such amount not exceeding 25% of the Gross Proceeds, in compliance with the SEBI ICDR Regulations.
The general corporate purposes for which our Company proposes to utilise Net Proceeds include capital expenditure, expenses to
be incurred for information technology infrastructure, meeting ongoing business development initiatives, distribution and fulfilment
network, rental and administrative expenses and expenses incurred in the ordinary course of business and any other purposes, as
may be approved by our Board or a duly constituted committee thereof from time to time, subject to compliance with applicable
law, including provisions of the Companies Act.
The allocation or quantum of utilisation of funds towards each of the above purposes will be determined by our Board, based on the
business requirements of our Company and other relevant considerations, from time to time. Our Company’s management shall
have flexibility in utilising surplus amounts, if any, only to the extent that such utilisation is in accordance with applicable law.
Interim use of Net Proceeds
Pending utilization of the Net Proceeds for the purposes described above, our Company undertakes to deposit the Net Proceeds only
in one or more scheduled commercial banks included in the Second Schedule of the Reserve Bank of India Act, 1934, as amended,
as may be approved by our Board. In accordance with Section 27 of the Companies Act, our Company confirms that it shall not use
the Net Proceeds for buying, trading or otherwise dealing in shares of any other listed company or for any investment in the equity
markets.
Appraising entity
None of the Objects require appraisal from, or have been appraised by, any bank/ financial institution/ any other agency, in
accordance with applicable law.
Bridge financing
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Updated Draft Red Herring
Prospectus – I, which are proposed to be repaid from the Net Proceeds.
Offer expenses
The total Offer related expenses are estimated to be approximately ₹ [●] million.
Other than (i) the listing fees and audit fees of Statutory Auditors (to the extent not attributable to the Offer), which shall be solely
borne by our Company, and expenses in relation to product or corporate advertisements, (other than the expenses relating to
marketing and advertisements undertaken in connection with the Offer) which shall be solely borne by our Company; and (ii) fees
and expenses for counsel to the Selling Shareholders, which shall be solely borne by the respective Selling Shareholders, each of
our Company and the Selling Shareholders agree to incur and pay, in the manner specified below, the costs and expenses (including
applicable taxes) directly attributable to the Offer, on a pro rata basis, in proportion to the number of Equity Shares issued and
Allotted by our Company through the Fresh Issue and sold by each of the Selling Shareholders through the Offer for Sale, upon
listing of the Equity Shares on the Stock Exchanges pursuant to the Offer in accordance with applicable law. All the expenses
relating to the Offer shall be paid by our Company (in accordance with the appointment or engagement letter or memoranda of
understanding or agreements with such entities, if any) in the first instance and then upon commencement of listing and trading of
the Equity Shares on the Stock Exchanges pursuant to the Offer, the relevant Selling Shareholder agrees that it shall, severally and
not jointly, reimburse our Company on a pro rata basis, in proportion to its respective portion of the Offered Shares sold in the Offer,
for any documented expenses incurred by our Company on behalf of such Selling Shareholder, subject to receipt of supporting
documents for such expenses and only the balance amount payable to the respective Selling Shareholders, remaining to the credit
of the Public Offer Account shall be transferred to the respective Selling Shareholders. In connection with the above, each Selling
Shareholder authorises our Company to deduct from the proceeds of the Offer for Sale directly from the Public Offer Account, such
amounts required to be borne by such Selling Shareholder, if not already paid, in proportion to its respective Offered Shares sold in
the Offer, in accordance with applicable law and in accordance with the Cash Escrow and Sponsor Bank Agreement.
It is clarified that, if the Offer is withdrawn, abandoned, postponed or not successful or consummated or completed for any reason
whatsoever, all Offer related expenses (including but not limited to the costs, charges, fees and reimbursement of the BRLMs and
the legal counsels in relation to the Offer) which may have accrued up to the date of such withdrawal, abandonment, postponement
or failure shall be borne by our Company, unless required by applicable law or written observations issued by any governmental
authority in relation to the Offer. Further, if a Selling Shareholder fully withdraws from the Offer or abandons the Offer or the Offer
Agreement is terminated in respect of a Selling Shareholder, in each case, at any stage prior to the completion of the Offer, such
132Selling Shareholder will not be liable to reimburse our Company.
The break-up for the estimated Offer expenses are as follows:
Activity Estimated expenses(1) As a % of total estimated As a % of Offer size(1)
(₹ in million) Offer related expenses(1)
BRLM’s fees (including brokerage and selling [●] [●] [●]
commission)
Commission/processing fee for SCSBs, Sponsor [●] [●] [●]
Bank(s) and Bankers to the Offer. Brokerage and
selling commission and bidding charges for
Members of the Syndicate, Registered Brokers,
RTAs and CDPs(1)(2)(3)
Fees payable to Registrar to the Offer [●] [●] [●]
Fees payable to the other parties to the Offer, [●] [●] [●]
including, Statutory Auditors, Independent
Chartered Accountant, industry expert, practicing
company secretary, independent chartered engineer
and intellectual property consultant
Advertising and marketing expenses for the Offer [●] [●] [●]
Others [●] [●] [●]
(1) Listing fees, SEBI filing fees, upload [●] [●] [●]
fees, BSE and NSE processing fees, book
building software fees and other
regulatory expenses
(2) Printing and stationery [●] [●] [●]
(3) Fees payable to legal counsel [●] [●] [●]
(4) Miscellaneous* [●] [●] [●]
Total estimated Offer expenses [●] [●] [●]
1. Offer expenses include applicable taxes, where applicable. Offer expenses will be finalised on determination of Offer Price and incorporated at the time of
filing of the Prospectus. Offer expenses are estimates and are subject to change.
Selling commission payable to the SCSBs on the portion for RIBs and Non-Institutional Bidders which are directly procured and uploaded by the SCSBs, would
be as follows:
Portion for RIBs* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* [●]% 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 our Company and the Selling Shareholders to the SCSBs on the applications directly procured by them.
Processing fees payable to the SCSBs of ₹[●] per valid application (plus applicable taxes) for processing the Bid cum Application Form for Non-Institutional
Bidders which are procured by the members of the Syndicate/sub- Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSB for blocking.
2. Brokerage, selling commission and processing/uploading charges on the portion for RIBs (using the UPI mechanism) 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 [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders [●]% of the Amount Allotted (plus applicable taxes)
The Selling commission payable to the Syndicate / sub-Syndicate Members 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 Member. For clarification, if a Syndicate ASBA application on the application form
number / series of a Syndicate / sub-Syndicate Member, is bid by an SCSB, the Selling Commission will be payable to the SCSB and not the Syndicate / sub-
Syndicate Member.
Uploading Charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the applications made by RIBs 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.
The 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 and Non-Institutional Bidders which are directly procured
by the Registered Broker and submitted to SCSB for processing, would be as follows:
Portion for RIBs* ₹ [●]per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders* ₹ [●]per valid application (plus applicable taxes)
Uploading charges/ Processing fees for applications made by RIBs using the UPI Mechanism would be as under:
Members of the Syndicate / RTAs / CDPs /Registered ₹ [●] per valid application (plus applicable taxes)
Brokers
Sponsor Bank(s) ₹ [●] for 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.
* Based on valid applications
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 ICDR Master Circular.
Monitoring of utilisation of funds
133In accordance with Regulation 41 of the SEBI ICDR Regulations, our Company shall appoint a Monitoring Agency for monitoring
the utilisation of Gross Proceeds prior to the filing of the Red Herring Prospectus with the RoC, as the proposed Fresh Issue exceeds
₹ 1,000 million.
Our Audit Committee and the Monitoring Agency will monitor the utilisation of the Gross Proceeds and the Monitoring Agency
shall submit the report required under Regulation 41(2) of the SEBI ICDR Regulation, on a quarterly basis, until such time as the
Gross Proceeds have been utilised in full, which shall include item-by-item description for all the expense heads under each object
of the Offer. Our Company undertakes to place the report(s) of the Monitoring Agency on receipt before the Audit Committee
without any delay. Our Company will disclose and continue to disclose, the utilisation of the Gross Proceeds, including interim use
under a separate head in our balance sheet for such Fiscals as required under applicable law, clearly specifying the purposes for
which the Gross Proceeds have been utilised, till the time any part of the Gross Proceeds remains unutilised. Our Company will
also, in its balance sheet for the applicable Fiscals, provide details, if any, in relation to all such Gross Proceeds that have not been
utilised, if any, of such currently unutilised Gross Proceeds. Further, our Company, on a quarterly basis, shall include the deployment
of Gross Proceeds under various expense heads, as applicable, in the notes to our quarterly consolidated results. Our Company will
indicate investments, if any, of unutilised Gross Proceeds in the balance sheet of our Company for the relevant Fiscals subsequent
to receipt of listing and trading approvals from the Stock Exchanges.
Pursuant to Regulation 32(3) and Part C of Schedule II, of the SEBI Listing Regulations, our Company shall, on a quarterly basis,
disclose to the Audit Committee the uses and applications of the Gross Proceeds. The Audit Committee shall make recommendations
to our Board for further action, if appropriate. The statement shall be certified by the Statutory Auditor of our Company.
Furthermore, in accordance with Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock
Exchanges on a quarterly basis, a statement indicating category wise deviations/variations, if any, in the actual utilisation of the
proceeds of the Gross Proceeds from the Objects as stated above. This information will also be published in newspapers
simultaneously with the interim or annual financial results and explanation for such variation (if any) will be included in our
Director’s report, after placing the same before the Audit Committee.
Variation in Objects
In accordance with the Companies Act, our Company shall not vary the Objects without being authorised to do so by our
Shareholders by way of a special resolution through a postal ballot. In addition, the notice issued to our Shareholders in relation to
the passing of such special resolution (“Postal Ballot Notice”) shall specify the prescribed details as required under the Companies
Act and applicable rules. The Postal Ballot Notice shall simultaneously be published in the newspapers, one in English, one in Hindi
and one in the regional language of the jurisdiction where our Registered and Corporate Office is located. In accordance with the
Companies Act, our Promoters will be required to provide an exit opportunity to the Shareholders who do not agree to such proposal
to vary the objects, subject to the provisions of the Companies Act and in accordance with such terms and conditions, including in
respect of pricing of the Equity Shares, in accordance with our Articles of Association, the Companies Act and the SEBI ICDR
Regulations. For risks arising out of variation in Objects, please see “Risk Factors - Our funding requirements and the proposed
deployment of Net Proceeds are based on management estimates and our management will have broad discretion over the use of
the Net Proceeds, including interim use. Variations in the utilization of the Net Proceeds or in the terms of the conditions disclosed
in this Updated Draft Red Herring Prospectus – I would be subject to certain compliance requirements, including prior
shareholders’ approval” on page 57.
Other confirmations
The Selling Shareholders will receive the proceeds of the Offer for Sale. No part of the Offer proceeds will be paid by our Company
as consideration to our Promoters, the Promoter Group, our Directors, or our Key Managerial Personnel or our Senior Management.
There are no existing or anticipated transactions in relation to utilisation of Net Proceeds with our Promoters, the Promoter Group,
our Directors, our Key Managerial Personnel or our Senior Management.
None of our Subsidiaries, Joint Venture, Group Company, as applicable, shall receive a part of or whole Net Proceeds directly or
indirectly.
Our Company has neither entered into nor has planned to enter into any arrangement/ agreements with our Promoters, members of
the Promoter Group, Directors, our Key Managerial Personnel, our Senior Management or our Group Company in relation to the
utilization of the Net Proceeds.
134BASIS 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 on the basis of quantitative and qualitative
factors as described below. The face value of the Equity Shares is ₹1 each and the Offer Price is [●] times the Floor Price and [●]
times the Cap Price, and Floor Price is [●] times the face value and the Cap Price is [●] times the face value. Investors should also
see “Risk Factors”, “Summary of Financial Information”, “Our Business”, “Restated Consolidated Financial Information”, and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 28, 73, 179, 269 and 356,
respectively, to have an informed view before making an investment decision.
Qualitative Factors
Some of the qualitative factors and our strengths which form the basis for computing the Offer Price are as follows:
• One of the largest digital-first consumer product companies in India with a capital efficient history;
• Consistent leadership position (#1) in the large and growing audio category with leading positions in other adjacent
categories;
• The “boAt” brand has significant brand equity, strong market positioning and a clear value proposition;
• Strong innovation engine driven by in-house engineering and R&D, as well as significant collaborations and alliances;
• Products designed and manufactured in India, with an agile and robust supply chain;
• Diversified channel mix with established online channels and a sizeable and growing offline share; and
• Professional, founder-backed management team with deep industry expertise and track record.
For details, see “Our Business – Our Strengths” on page 186.
Quantitative Factors
Some of the information presented below relating to our Company is derived from the Restated Consolidated Financial Information.
For details, see “Restated Consolidated Financial Information” and “Other Financial Information” on pages 269 and 353,
respectively.
Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:
1. Basic and Diluted Earnings Per Equity Share (“EPS”):
Financial Year/Period Ended Basic EPS (in ₹) Diluted EPS (in ₹) Weight
March 31, 2025 4.07 4.05 3
March 31, 2024 (5.31) (5.31) 2
March 31, 2023 (9.22) (9.22) 1
Weighted Average (1.27) (1.28) -
Three-month period ended June 30, 2025* 1.42 1.42 -
Three-month period ended June 30, 2024* (2.07) (2.07) -
* Not annualized
Notes:
1) The figures disclosed above for basic EPS and diluted EPS are derived from the Restated Consolidated Financial Information.
2) The basic earnings / (loss) per share is computed by dividing the profit / (loss) for the period/ year by the weighted average number of Equity
Shares outstanding during the reporting period (including instruments entirely equity in nature).
3) The diluted earnings / (loss) per share is computed by dividing the profit / (loss) for the period/ year by the weighted average number of Equity
Shares outstanding during the year plus the weighted average number of Equity Shares that would be issued on conversion of all the dilutive
potential Equity Shares into Equity Shares.
4) Weighted average = aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each year/total of weights.
2. Price/Earning (“P/E”) ratio in relation to Price Band of ₹[●] to ₹[●] per Equity Share:
Particulars P/E at the Floor P/E at the Cap
Price (number Price (number of
of times) times)
Based on basic EPS for financial year ended March 31, 2025 [●]* [●]*
Based on diluted EPS for financial year ended March 31, 2025 [●]* [●]*
*To be computed after finalization of price band.
1353. Industry Peer Group P/E ratio
There are no listed companies globally and/or in India that engage in a business similar to that of our Company.
Accordingly, it is not possible to provide an industry comparison in relation to our Company.
4. Return on Net Worth (“RoNW”)
Financial Year/Period Ended RoNW (%) Weight
March 31, 2025 14.14 3
March 31, 2024 (21.18) 2
March 31, 2023 (28.48) 1
Weighted Average (4.74) -
Three-month period ended June 30, 2025* 4.72 -
Three-month period ended June 30, 2024* (9.01) -
* Not annualized
Notes:
1) RoNW is calculated as Profit/(Loss) for the period/year divided by Net Worth.
2) Net Worth is calculated as sum of equity share capital, instruments entirely equity in nature and other equity excluding share based payment reserve
and foreign currency translation reserve.
3) Weighted average is aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. {(RoNW x Weight) for each year} / {Total of
weights}.
For reconciliation, please see “Other Financial Information – Reconciliation of Non-GAAP Financial Measures – Reconciliation of Net Worth and Return
on Net Worth” on page 354.
5. Net Asset Value (“NAV”) per Equity Share
Particulars Basic (₹) Diluted (₹)
As at June 30, 2025# 30.17 30.05
As at June 30, 2024# 22.99 22.91
As at March 31, 2025 28.78 28.67
After the completion of the Offer
- At the Floor Price [●]* [●]*
- At the Cap Price [●]* [●]*
Offer Price [●]* [●]*
# Not annualised
*To be computed after finalization of price band.
Notes:
1) Net Asset Value (NAV) (Basic) per Equity Share is calculated as Net Worth as at the end of the period/year divided by the number of Equity Shares and
instruments entirely equity in nature outstanding at the end of the period/year.
2) Net Asset Value (NAV) (Diluted) per Equity Share is calculated as Net Worth as at the end of the period/year divided by the number of Equity Shares,
instruments entirely equity in nature, instrument classified as financial liabilities and employee stock options outstanding at the end of the period/year.
For reconciliation, please see “Other Financial Information – Reconciliation of Non-GAAP Financial Measures - Reconciliation of Net Asset Value
(NAV) (Basic) per Equity Share and Reconciliation of Net Asset Value (NAV) (Diluted) per Equity Share” on page 354.
6. Key Performance Indicators (“KPIs”)
The table below sets forth the details of our 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 October 28,
2025, and the Audit Committee has confirmed that the KPIs pertaining to our Company that have been disclosed to earlier
investors at any point of time during the three years period prior to the date of filing of this Updated Draft Red Herring
Prospectus – I have been disclosed in this section and have been subject to verification and certification by S.K. Patodia &
Associates LLP, Chartered Accountants, pursuant to certificate dated October 28, 2025.
For the three-months
For the financial year ended
Sr. period ended
Particulars Units
No June 30, June 30, March 31,
March 31, 2024 March 31, 2023
2025 2024 2025
Revenue from Operations (Sale of ₹ in
1 6,277.87 5,669.15 30,703.87 31,149.68 33,616.71
products) million
₹ in
2 Revenue from online channels 4,497.94 4,098.82 21,660.72 22,359.35 24,306.72
million
Revenue from online channels as a
3 percentage of revenue from operations % 71.65% 72.30% 70.55% 71.78% 72.31%
(sale of products)
₹ in
4 Revenue from offline channels 1,779.93 1,570.33 9,043.15 8,790.33 9,309.99
million
136For the three-months
For the financial year ended
Sr. period ended
Particulars Units
No June 30, June 30, March 31,
March 31, 2024 March 31, 2023
2025 2024 2025
Revenue from offline channels as a
5 percentage of revenue from operations % 28.35% 27.70% 29.45% 28.22% 27.69%
(sale of products)
₹ in
6 Total Revenue – Audio 4,965.78 4,767.70 25,860.40 24,591.99 23,508.31
million
Total Revenue – Audio as a percentage of
7 Revenue from Operations (sale of % 79.10% 84.10% 84.23% 78.95% 69.93%
products)
₹ in
8 Total Revenue – Wearables 796.17 686.74 3,304.14 5,502.96 9,015.60
million
Total Revenue – Wearables as a
9 percentage of Revenue from Operations % 12.68% 12.11% 10.76% 17.67% 26.82%
(Sale of products)
₹ in
10 Total Revenue – Others 515.92 214.71 1,539.33 1,054.73 1,092.80
million
Total Revenue – Others as a percentage of
11 Revenue from Operations (sale of % 8.22% 3.79% 5.01% 3.39% 3.25%
products)
₹ in
12 Profit / (Loss) for the period/year 213.53 (310.76) 610.80 (796.84) (1,294.54)
million
₹ in
13 EBITDA 415.84 (208.57) 1,425.19 77.02 (597.59)
million
14 EBITDA margin % 6.62% (3.68%) 4.64% 0.25% (1.77)%
₹ in
15 Segment Results – Audio 279.18 160.24 1,714.60 2,287.40 1,401.10
million
16 Segment Results – Audio Margin % 5.62% 3.36% 6.63% 9.30% 5.96%
₹ in
17 Adjusted EBITDA 442.93 (190.10) 1,511.23 188.58 (561.37)
million
18 Adjusted EBITDA Margin % 7.05% (3.35%) 4.92% 0.60% (1.66)%
₹ in
19 Adjusted Margin – Audio 294.15 203.64 1,879.80 2,426.32 1,419.06
million
20 Adjusted Margin – Audio % % 5.92% 4.27% 7.27% 9.87% 6.04%
Notes:
1. Revenue from operations (sale of products) as per the Restated Consolidated Financial Information, which represents income arising in the course of our
Group’s ordinary activities from the sale of its products to customers.
2. Income arising in the course of our Group’s ordinary activities from the sale of its products to customers through online sales channels.
3. Revenue from online channels expressed as a percentage of revenue from operations (sale of products).
4. Income arising in the course of our Group’s ordinary activities from the sale of its products to customers through offline sales channels.
5. Revenue from offline channels expressed as a percentage of revenue from operations (sale of products.).
6. Total Revenue – Audio as per the Restated Consolidated Financial Information, which represents income arising in the course of our Group’s ordinary
activities from the sale of its products of Audio Segment.
7. Total Revenue – Audio expressed as a percentage of revenue from operations (sale of products).
8. Total Revenue – Wearables as per the Restated Consolidated Financial Information, which represents income arising in the course of our Group’s ordinary
activities from the sale of its products of Wearables Segment.
9. Total Revenue – Wearables expressed as a percentage of revenue from operations (sale of products).
10. Total Revenue – Others as per the Restated Consolidated Financial Information, which represents income arising in the course of our Group’s ordinary
activities from the sale of its products of Others Segment.
11. Total Revenue – Others expressed as a percentage of revenue from operations (sale of products).
12. Profit / (loss) for the period / year as per the Restated Consolidated Financial Information, which represents total income less total expenses add share of
profit / (loss) of associates and joint venture (net of tax) less total tax expense.
13. EBITDA is calculated as profit / (loss) for the period / year plus total tax expense, depreciation and amortisation expense and finance costs.
14. EBITDA Margin is calculated as EBITDA divided by the revenue from operations.
15. Segment Results – Audio as per the Restated Consolidated Financial Information, which represents profit for Audio Segment for the period/ year.
16. Segment Results – Audio Margin is calculated as Segment Results – Audio expressed as a percentage of Total Revenue – Audio.
17. Adjusted EBITDA is calculated as EBITDA plus share based payment expense.
18. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by the revenue from operations.
19. Adjusted Margin – Audio is calculated as Segment Results - Audio plus share based payment expense allocable to Audio segment and share of Profit/ (Loss)
of Califonix Tech and Manufacturing Private Limited (net of tax).
20. Adjusted Margin – Audio % is calculated as Adjusted Margin – Audio expressed as a percentage of Total Revenue – Audio.
For reconciliation, please see “Other Financial Information – Reconciliation of Non-GAAP Financial Measures” on page 353.
137For further details, please see “Definitions and Abbreviations – Definitions of Key Performance Indicators” on page 11.
7. Explanation for the KPIs
The brief description and explanation of the KPIs which the management of our Company considers to analyze, track or monitor
the operational and/or financial performance of our Company are set forth below:
Sr. No. KPIs Explanation / relevance
1. Revenue from Operations (Sale of We believe that tracking our revenue from sale of products enables us to assess our
products) overall financial and business performance.
2. Revenue from online channels We believe that tracking our revenue from online channels enables us to track and
3. Revenue from online channels as a assess the level and performance of our online business.
percentage of revenue from operations
(sale of products)
4. Revenue from offline channels We believe that tracking our revenue from offline channels enables us to track and
5. Revenue from offline channels as a assess the level and performance of our offline business.
percentage of revenue from operations
(sale of products)
6. Total Revenue – Audio We believe that tracking our revenue from audio products enables us to track and
7. Total Revenue – Audio as a percentage assess the level and performance of our audio business.
of revenue from operations (sale of
products)
8. Total Revenue – Wearables We believe that tracking our revenue from wearables products enables us to track
9. Total Revenue – Wearables as a and assess the level and performance of our wearables business.
percentage of revenue from operations
(sale of products)
10. Total Revenue – Others We believe that tracking our revenue from other products enables us to track and
11. Total Revenue – Others as a percentage assess the level and performance of our others business.
of revenue from operations (sale of
products)
12. We believe profit/(loss) for the period/year provides information regarding the
Profit / (loss) for the period/year
overall profitability of our business
13. EBITDA We believe EBITDA is an indicator of the operational profitability and performance
14. of our business and facilitates evaluation of year-on-year performance of our
EBITDA margin
operations.
15. Segment Results – Audio We believe Segment Results – Audio is an indicator of the operational profitability
16. Segment Results Margin – Audio and performance of our audio business.
17. Adjusted EBITDA We believe that tracking Adjusted EBITDA facilitates evaluation of operational
18. Adjusted EBITDA Margin performance of our Group.
19. Adjusted Margin – Audio We believe that tracking Adjusted Margin – Audio facilitates evaluation of
20. Adjusted Margin – Audio % operational performance of our audio business.
For further details, see “Definitions and Abbreviations”, “Our Business - Overview” on pages 1 and 179 respectively.
8. Description on the historic use of the 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 above, 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. Further, these
KPIs may differ from the similar information used by other companies and hence their comparability may be limited. Therefore,
these metrics 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 financial or operational metric
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 a
year (or any lesser period as may be determined by our Board), for a duration of one year after the date of listing of the Equity
Shares on the Stock Exchanges or till the utilisation of the Offer Proceeds as per the disclosure made in the section “Objects of
the Offer” on page 126, whichever is later, or for such other duration as required under the SEBI ICDR Regulations.
1389. Comparison with listed industry peers
There are no listed companies globally, or in India, with a product-mix and channel-mix that is similar to our Company. While
we focus exclusively on audio, wearables and charging products, listed consumer electronics companies globally or in India
offer a much broader product range, including, home appliances, computers, smartphones. While we operate as a direct-to-
consumer company with an online-first approach, listed consumer electronics companies globally or in India, predominantly
rely on traditional retail models. Accordingly, it is not possible to provide an industry comparison in relation to our Company.
Weighted average cost of acquisition (“WACA”), floor price and cap price
10. Price per share of our Company (as adjusted for corporate actions, including bonus issuances) based on primary
issuances of Equity Shares or convertible securities (excluding Equity Shares issued under the ESOP Schemes and
issuance of Equity Shares pursuant to a bonus issue) during the 18 months preceding the date of this Updated Draft Red
Herring Prospectus – I, 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) and excluding ESOPs granted but
not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days (“Primary
Issuances”)
Our Company has not issued any Equity Shares or Preference Shares, excluding Equity Shares issued pursuant to the exercise
of options under the ESOP Schemes and pursuant to a bonus issuance, during the 18 months preceding the date of this Updated
Draft Red Herring Prospectus – I, 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) and excluding ESOPs granted but not vested),
in a single transaction or multiple transactions combined together over a span of rolling 30 days.
11. Price per share of our Company (as adjusted for corporate actions, including bonus issuances) based on secondary sale
or acquisition of Equity Shares or convertible securities (excluding gifts) involving our any of our Promoters, members
of our Promoter Group, Selling Shareholders or other shareholders with the right to nominate directors on our Board
during the 18 months preceding the date of filing of this Updated Draft Red Herring Prospectus – I, where the
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 transaction/s and excluding ESOPs granted but not vested), in a single
transaction or multiple transactions combined together over a span of rolling 30 days (“Secondary Transactions”)
There have been no secondary sale/ acquisitions of Equity Shares or Preference Shares, where any of our Promoters, members
of the our Promoter Group, Selling Shareholders, or shareholder(s) having the right to nominate Director(s) on our Board, are
a party to the transaction, during the 18 months preceding the date of this Updated Draft Red Herring Prospectus – I, 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 transaction/s and excluding ESOPs granted but not vested), in a single transaction or
multiple transactions combined together over a span of rolling 30 days.
12. If there are no such transactions to report under 10 and 11, the following are the details of the price per share of our
Company basis the last five primary or secondary transactions (secondary transactions where our Promoters, members
of our Promoter Group or the Selling Shareholders or other shareholders with the right to nominate directors on our
Board, are a party to the transaction), not older than three years prior to the date of filing of this Updated Draft Red
Herring Prospectus – I irrespective of the size of transactions:
Except as disclosed below, there have been no Equity Shares acquired / transferred by our Promoters, members of our Promoter
Group or the Selling Shareholders or other shareholders with the right to nominate directors on our Board in the last three years
prior to filing of this Updated Draft Red Herring Prospectus – I:
Date of No. of Equity Face value Issue / Nature of allotment / Nature of Total
allotment / Shares per equity transfer transfer consideration consideration (in ₹
transfer allotted / share (₹) price per million)
transferred equity share
(₹)
September 29, (20,000) 1 N.A. Gift to Usha Dev Chawla N.A. N.A.
2025
Total (20,000) - - - - N.A.
Weighted average cost of acquisition (WACA) per equity share Nil
As certified by S.K. Patodia & Associates LLP, Chartered Accountants pursuant to the certificate dated October 28, 2025.
Except as disclosed below, there have been no Preference Shares acquired / transferred by our Promoters, members of our
Promoter Group or the Selling Shareholders or other shareholders with the right to nominate directors on our Board in the last
three years prior to filing of this Updated Draft Red Herring Prospectus – I:
139Date of No. of Face value Issue price Nature of allotment Nature of Total
allotment Preference per per consideration consideration
Shares preference preference (in ₹ million)
allotted share (₹) share (₹)
December 6,657,791 3 751.00 Private placement Cash 5,000.00
2, 2022
Total 6,657,791 - - - - 5,000.00
Weighted average cost of acquisition (WACA) per preference share%* 349.30
As certified by S.K. Patodia & Associates LLP, Chartered Accountants pursuant to the certificate dated October 28, 2025.
* Assuming conversion of outstanding Preference Shares.
% As on the date of this Updated Draft Red Herring Prospectus – I, 5,326,232 Series C CCPS as held by our Corporate Promoter are outstanding which will be
converted into a maximum of 11,451,399 Equity Shares in the maximum ratio of 1:2.15, each prior to the filing of the Red Herring Prospectus with the RoC in
accordance with Regulation 5(2) read with Regulation 59(E)(1) of the SEBI ICDR Regulations. The weighted average cost of acquisition of Preference Shares
on a fully diluted basis for Series C CCPS has been computed basis the maximum ratio of 1:2.15 at which Series C CCPS convert to Equity Shares.
13. The Floor Price is [●]* times and the Cap Price is [●]* times the weighted average cost of acquisition at which the Equity
Shares were issued by our Company, or acquired or sold by our Selling Shareholders or other shareholders with the
right to nominate directors on our Board are disclosed below:
(in ₹)
Past Transactions WACA# Floor Price Cap Price
(in times) (in times)
(a) Weighted average cost of acquisition for last 18 months for primary / new issue of shares (equity/ N.A. [●] [●]
convertible securities), excluding shares issued under an employee stock option plan/employee stock
option scheme and issuance of bonus shares, during the 18 months preceding the date of this Updated
Draft Red Herring Prospectus – I, where such issuance is equal to or more than five per cent of the
fully diluted paid-up share capital of the Company (calculated based on the pre-issue capital before
such transaction/s and excluding employee stock options granted but not vested), in a single
transaction or multiple transactions combined together over a span of rolling 30 days
(b) Weighted average cost of acquisition for last 18 months for secondary sale / acquisition of shares N.A. [●] [●]
equity/convertible securities), where Promoters or the members of the Promoter Group or 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 Updated Draft Red
Herring Prospectus – I, where either acquisition or sale is equal to or more than five per cent of the
fully diluted paid-up share capital of the Company (calculated based on the pre-issue capital before
such transaction/s and excluding employee stock options granted but not vested), in a single
transaction or multiple transactions combined together over a span of rolling 30 days
Since there are no such transactions to report under (a) or (b) above during the 18 months preceding
the date of filing of this Updated Draft Red Herring Prospectus – I, the information has been disclosed
for price per share of the Company based on the last five primary or secondary transactions where our
Promoters, members of the Promoter Group, the Selling Shareholders or shareholder(s) having the
right to nominate director(s) on our Board, are a party to the transaction, not older than three years
prior to the date of filing of this Updated Draft Red Herring Prospectus – I irrespective of the size of
the transaction
1. Based on primary issuances N.A. [●]* [●]*
2. Based on secondary transactions
- Per Equity Share Nil [●]* [●]*
- Per Preference Share 349.30^ [●]* [●]*
*To be computed after finalization of Price Band.
# As certified by S.K. Patodia & Associates LLP, Chartered Accountants pursuant to their certificate dated October 28, 2025.
^ Assuming conversion of outstanding Preference Shares. As on the date of this Updated Draft Red Herring Prospectus – I, 5,326,232 Series C CCPS as held by our
Corporate Promoter are outstanding which will be converted into a maximum of 11,451,399 Equity Shares in the maximum ratio of 1:2.15, each prior to the filing
of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) read with Regulation 59(E)(1) of the SEBI ICDR Regulations. The weighted average
cost of acquisition of Preference Shares on a fully diluted basis for Series C CCPS has been computed basis the maximum ratio of 1:2.15 at which Series C CCPS
convert to Equity Shares.
14. Justification for Basis of Offer price
A. Detailed explanation for Offer Price/Cap Price being [●] times of weighted average cost of acquisition of primary
issuance price/secondary transaction price of Equity Shares along with our Company’s KPIs and financial ratios
for and for the financial years ended March 31, 2025, 2024 and 2023
[●]
B. Explanation for Offer Price/Cap Price being [●] price of weighted average cost of acquisition of primary issuance
price/secondary transaction price of Equity Shares (set out above) in view of the external factors, if any which may
have influenced the pricing of the Offer
[●]
140The Offer Price of ₹ [●] has been determined by our Company in consultation with the BRLMs, on the basis of the demand from
investors for the Equity Shares through the Book Building process. Investors should read the abovementioned information along
with “Risk Factors”, “Our Business” and “Financial Information” on pages 28, 179 and 269, respectively, to have a more informed
view.
141STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS
Report on Statement of Possible Special Tax Benefits
The Board of Directors
Imagine Marketing Limited
Unit no. 204 & 205, 2nd floor
D-wing & E-wing
Corporate Avenue
Andheri Ghatkopar Link Road
Mumbai 400093
Date: October 17, 2025
Subject: Statement of possible special tax benefits (“the Statement”) available to Imagine Marketing Limited (“the
Company”) and its shareholders prepared in accordance with the requirement under Schedule VI – Part A - Clause
(9) (L) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended (“the ICDR Regulations”)
This report is issued in accordance with the Engagement Letter dated 27 January 2025 and subsequent addendum dated 27 March
2025.
We hereby report that the enclosed Annexure I prepared by the Company, initialed by us for identification purpose, states the possible
special tax benefits available to the Company and its shareholders, under direct and indirect taxes (together “the Tax Laws”),
presently in force in India as on the signing date, which are defined in Annexure II (List of Direct and Indirect Tax Laws (‘Tax
Laws’)) prepared by the Company, initialed by us for identification purpose. These possible special tax benefits are dependent on the
Company and its shareholders fulfilling the conditions prescribed under the relevant provisions of the Tax Laws. Hence, the ability
of the Company and its shareholders to derive these possible special tax benefits is dependent upon their fulfilling such conditions,
which is based on business imperatives the Company may face in the future and accordingly, the Company and its shareholders may
or may not choose to fulfill.
The benefits discussed in the enclosed Annexure I cover the possible special tax benefits available to the Company and its shareholders
and do not cover any general tax benefits available to the Company and its shareholders. Further, the preparation of the enclosed
Annexure I and Annexure II and its contents is the responsibility of the management of the Company. We were informed that 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 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 proposed
initial public offering of equity shares of the Company (the “Proposed Offer”) particularly in view of the fact that certain recently
enacted legislation may not have a direct legal precedent or may have a different interpretation on the possible special tax benefits,
which an investor can avail. Neither we are suggesting nor advising the investors to invest money based on the Statement.
We conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special Purposes (Revised
2016)” (the “Guidance Note”) issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply
with ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India. Our scope of work did not
involve performance of any audit test in the context of our examination. Accordingly, we do not express an audit opinion.
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.
We do not express any opinion or provide any assurance as to whether:
i) the Company and its shareholders will continue to obtain these possible special tax benefits in future; or
ii) the conditions prescribed for availing the possible special tax benefits where applicable, have been/would be met with.
The contents of the enclosed Annexures are based on the information, explanation and representations obtained from the Company,
and on the basis of our understanding of the business activities and operations of the Company.
142Our views expressed herein are based on the facts and assumptions indicated to us. 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 the Tax Laws and its
interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such
changes. We shall not be liable to the Company for any claims, liabilities or expenses relating to this assignment except to the extent
of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct.
We will not be liable to the Company and any other person in respect of this report, except as per applicable law.
We hereby give consent to include this report in the Updated Draft Red Herring Prospectus – I and in any other material used in
connection with the Proposed Offer, and it is not to be used, referred to or distributed for any other purpose without our prior written
consent.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W-100022
Amar Sunder
Partner
Place: Mumbai
Membership No: 078305
Date: October 17, 2025
UDIN: 25078305BMKYKL8785
cc:
ICICI Securities Limited
ICICI Venture House,
Appasaheb Marathe Marg
Prabhadevi, Mumbai - 400 025
Maharashtra, India
Goldman Sachs (India) Securities Private Limited
9th and 10th Floor, Ascent-Worli
Sudam Kalu Ahire Marg
Worli, Mumbai 400 025
Maharashtra, India
JM Financial Limited
7th Floor, Cnergy,
Appasaheb Marathe Marg,
Prabhadevi, Mumbai -– 400025
Maharashtra, India
Nomura Financial Advisory and Securities (India) Private Limited
Ceejay House, Level 11, Plot F,
Shiv Sagar Estate, Dr. Annie Besant Marg,
Worli, Mumbai – 400 018
Maharashtra, India
143ANNEXURE I
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO IMAGINE MARKETING LIMITED (“THE
COMPANY”) AND ITS SHAREHOLDERS UNDER THE APPLICABLE DIRECT AND INDIRECT TAXES (“TAX
LAWS”)
Outlined below are the Possible Special Tax Benefits available to the Company and its shareholders under the Tax Laws. These
Possible Special Tax Benefits are dependent on the Company and its shareholders fulfilling the conditions prescribed under the Tax
Laws. Hence, the ability of the Company and its shareholders 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 fulfill.
UNDER THE TAX LAWS
A. Special tax benefits available to the Company
Direct Tax
I. Lower corporate tax rate under section 115BAA
The Taxation Laws (Amendment) Act, 2019 introduced section 115BAA wherein domestic companies are entitled to avail
a concessional tax rate of 22% (plus applicable surcharge and cess) on fulfillment of certain conditions. The option to apply
this tax rate was available from Financial Year (‘FY’) 2019-20 relevant to Assessment Year (‘AY’) 2020-21 and the option
once exercised shall apply to subsequent AYs. The concessional rate is subject to a company not availing any of the following
deductions under the provisions of the Act:
• Section10AA: Tax holiday available to units in a Special Economic Zone.
• Section 32(1)(iia): Additional depreciation;
• Section 32AD: Investment allowance.
• Section 33AB/3ABA: Tea coffee rubber development expenses/site restoration expenses
• Section 35(1)/35(2AA)/ 35(2AB): Expenditure on scientific research.
• Section 35AD: Deduction for capital expenditure incurred on specified businesses.
• Section 35CCC/35CCD: expenditure on agricultural extension /skill development.
• Chapter VI-A except for the provisions of section 80JJAA and section 80M.
The total income of a company availing the concessional rate of 25.168% (i.e., 22% along with surcharge and health and
education cess) is required to be computed without set-off of any carried forward loss and depreciation attributable to any of
the aforesaid deductions/incentives. A company can exercise the option to apply for the concessional tax rate in its return of
income filed under section 139(1) of the Act. Further, provisions of Minimum Alternate Tax (“MAT’) under section 115JB
of the IT Act shall not be applicable to companies availing this reduced tax rate, thus, any carried forward MAT credit also
cannot be claimed.
The provisions do not specify any limitation/condition on account of turnover, nature of business or date of incorporation for
opting for the concessional tax rate. Accordingly, all existing as well as new domestic companies are eligible to avail this
concessional rate of tax.
The Company has opted for section 115BAA of the IT Act for the financial year 2025-26 (AY 2026- 27).
II. Deduction in respect of inter-corporate dividends – Section 80M of the IT Act
Up to 31st March 2020, any dividend paid to a shareholder by a company was liable to Dividend Distribution Tax (“DDT”),
and the recipient shareholder was exempt from tax. Pursuant to the amendment made by the Finance Act, 2020, DDT stands
abolished and dividend received by a shareholder on or after 1st April, 2020 is liable to tax in the the hands of the shareholder.
The Company is required to deduct Tax Deducted at Source (“TDS”) at applicable rate specified under the Act read with
applicable Double Taxation Avoidance Agreement (if any).
With respect to a resident corporate shareholder, a new section 80M has been inserted in the IT Act to remove the cascading
effect of taxes on inter-corporate dividends during FY 2020-21 and thereafter. The section provides that where the gross total
income of a domestic company in any previous year includes any income by way of dividends from any other domestic
144company or a foreign company or a business trust, there shall, in accordance with and subject to the provisions of this section,
be allowed in computing the total income of such domestic company, a deduction of an amount equal to so much of the
amount of income by way of dividends received from such other domestic company or foreign company or business trust as
does 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.
The Company have not availed the benefit of section 80M for the Financial Year 2025-26 (Assessment Year 2026-27).
III. Deduction in respect of employment of new employees – Section 80JJAA of the IT Act
Subject to fulfilment of prescribed conditions specified in subsection (2) of Section 80JJAA of the Act, the Company is
entitled to claim deduction, under the provisions of Section 80JJAA of the IT Act, of an amount equal to thirty per cent of
additional employee cost (relating to specified category of employees) incurred in the course of business in the previous year,
for three assessment years including the assessment year relevant to the previous year in which such employment is provided.
The Company have not availed the benefit of section 80JJAA for the Financial Year 2025-26 (Assessment Year 2026-27).
IV. Deduction in respect of certain preliminary expenses – Section 35D of the IT Act.
Section 35D of Income Tax Act provides for Amortisation of preliminary expenses. As per Section 35D, any expenditure
incurred before the commencement of operation of specified business or for expansion of existing business or setting up a
new undertaking then such expenditure is allowable as a deduction under the income tax in 5 equal annual installments
subject to the fulfilment of different conditions given under the Income Tax Act.
The Company have not availed the benefit of section 35D for the Financial Year 2025-26 (Assessment Year 2026-27).
V. Deduction in respect of merger/demerger expenditure – Section 35DD of the IT Act.
As per section 35DD, where an Indian company, incurs any expenditure, wholly and exclusively for the purposes of
amalgamation or demerger of an undertaking, the Company shall be allowed a deduction of an amount equal to one-fifth of
such expenditure for each of the five successive previous years beginning with the previous year in which the amalgamation
or demerger takes place.
We understand no such amalgamation or demerger has taken place in Financial Year 2025-26 (Assessment Year 2026-27).
Indirect Tax
1. Exemption from basic customs duty on import of certain electronic goods under Notification No. 57/2017 - Customs dated
30.06.2017 subject to fulfilment of conditions prescribed therein.
2. Exemption from basic customs duty on import of goods under Preferential Trade Agreements between ASEAN and India in
terms of Notification No. 46/2011 – Customs dt. 01.06.2011, subject to fulfilment of conditions prescribed therein.
3. Exemption from payment of Goods and Services Tax on interest income in terms of serial number 28(a) of Notification No.
9/2017 – Integrated Tax (Rate) dated 28.06.2017 as amended from time to time.
4. Benefit of refund of input tax credit or rebate of IGST paid on zero rated supply i.e. export outside India/supplies to SEZ units
in terms of Section 16 of IGST Act, 2017 read with Section 54 of the CGST Act, 2017 subject to the fulfillment of the
conditions prescribed under the relevant legislations.
B. Special tax benefits available to Shareholders
Direct Tax
a) Dividend income earned by the shareholders would be taxable in their hands at the applicable rates. However, in case of
domestic corporate shareholders, deduction under Section 80M of the IT Act would be available on fulfilling the conditions
(as discussed above). Further, in case of shareholders who are individuals, Hindu Undivided Family, Association of Persons,
Body of Individuals, whether incorporated or not and every artificial juridical person, surcharge would be restricted to 15%,
irrespective of the amount of dividend.
145b) As per Section 112A of the IT Act, long-term capital gains arising from transfer of an equity share, or a unit of an equity-
oriented fund or a unit of a business trust shall be taxed at 10% (without indexation) of such capital gains subject to fulfilment
of prescribed conditions under the Act as well as per Notification No. 60/2018/F. No.370142/9/2017-TPL dated 01 October
2018. It is relevant to note that tax shall be levied only where such capital gains exceed INR 1,25,000 (AY 2025-26 onward).
With effective from 23 July 2024, long-term capital gains arising from transfer of an equity share, or a unit of an equity-
oriented fund or a unit of a business trust shall be taxed at 12.5% (without indexation).
c) As per Section 111A of the IT Act, short term capital gains arising from transfer of an equity share, or a unit of an equity-
oriented fund or a unit of a business trust shall be taxed at 15% subject to fulfilment of prescribed conditions under the IT
Act. Please note that the taxation of Short-Term Capital Gain for listed equity shares, a unit of an equity-oriented fund, and
a unit of a business trust has been increased to 20% from 15% with effect from 23rd July 2024.
d) Where the gains arising on transfer of shares of the Company are included in the business income of a shareholder and
assessable under the head “Profits and Gains from Business or Profession”and such transfer is subjected to STT, then such
STT shall be a deductible expense from the business income as per the provisions of section 36(1)(xv) of the IT Act.
e) As regards the shareholders that are Mutual Funds, under section 10(23D) of the IT Act, any income earned by a Mutual
Fund registered under the Securities and Exchange Board of India Act, 1992, or a Mutual Fund set up by a public sector bank
or a public financial institution, or a Mutual Fund authorised by the Reserve Bank of India would be exempt from income-
tax, subject to such conditions as the Central Government may by notification in the Official Gazette specify in this behalf.
f) Resident as well as non-resident buyers should independently evaluate their obligations to withhold tax on transaction
involving sale of shares by the shareholders of the company in light of the provisions of section 195 and other provisions of
the IT Act.
Except for the above, the Shareholders of the Company are not entitled to any other special tax benefits under the IT Act.
Benefits available to the Non-resident Shareholders
g) Resident as well as non-resident buyers should independently evaluate their obligations to withhold tax on transaction
involving sale of shares by the shareholders of the company in light of the provisions of section 195 and other provisions of
the IT Act.
h) As per section 115A of the Act, a non-resident (not being a company) or of a foreign company, includes any income by way
of Dividend, the amount of income-tax calculated on the amount of income by way of dividends shall be at the rate of 20%
subject to fulfilment of prescribed conditions under the Act.
i) As per section 115AD read with section 112A of the Act, long-term capital gains arising, to a non-resident specified fund or
a non-resident Foreign Institutional Investor, from transfer of a listed equity share, or a unit of an equity-oriented fund or a
unit of a business trust shall be taxed at 10% where transfer of such asset takes place before the 23rd day of July, 2024 and
12.5% where transfer of such asset takes place on or after the 23rd day of July, 2024 subject to fulfilment of prescribed
conditions under the Act. It is worthwhile to note that no tax shall be levied where such capital gains are less than INR
1,25,000 (AY 2025-26 onward).
j) As per section 115AD read with section 111A of the Act, short term capital gains arising, to a non-resident specified fund or
a non-resident a Foreign Institutional Investor, from transfer of a listed equity share, or a unit of an equity-oriented fund or a
unit of a business trust shall be taxed at 15% for any transfer which takes place before the 23rd day of July, 2024; and twenty
per cent for any transfer which takes place on or after the 23rd day of July, 2024; subject to fulfilment of prescribed conditions
under the Act.
k) As per section 115E of the Act, long-term capital gains arising to non-resident Indian form transfer or sale of shares in an
Indian company which the assessee has acquired or purchased with, or subscribed to in, convertible foreign exchange shall
be taxed at the rate of at the rate of 10% for any transfer which takes place before the 23rd day of July, 2024; and at the rate
146of 12.5% for any transfer which takes place on or after the 23rd day of July, 2024 subject to fulfilment of prescribed conditions
under the Act.
l) In respect of non-resident shareholders, the tax rates and the consequent taxation shall be further subject to benefits available
under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in which the non-resident
has fiscal domicile.
Indirect Tax
There are no special tax benefits available to the Shareholders under the Indirect Tax Laws.
NOTES:
1. The above is as per the current Tax Laws.
2. 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.
3. 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.
For Imagine Marketing Limited
Rakesh Thakur
Authorised Signatory
Place: Mumbai
Date: October 17, 2025
147ANNEXURE II
LIST OF DIRECT AND INDIRECT TAX LAWS (‘TAX LAWS’)
Sr. No: Details of tax laws
1. Income-tax Act, 1961 and Income-tax Rules, 1962, each as amended and read with respective circulars and
notifications made thereunder
2. Central Goods and Services Tax Act, 2017, as amended read with Central Goods and
Services Tax Rules, 2017, respective Circulars and Notifications made thereunder
3. Integrated Goods and Services Tax Act, 2017, as amended read with Integrated Goods and
Services Tax Rules, 2017, respective Circulars and Notifications made thereunder
4. Relevant State Goods and Services Tax Act, 2017, as amended read with State Goods and
Services Tax Rules, 2017, respective Circulars and Notifications made thereunder
5. Relevant Union Territory Goods and Services Tax Act, 2017 read with Union Territory
Goods and Services Tax Rules, 2017
6. Customs Act, 1962 and Customs Tariff Act, 1975 read with respective Rules, Circulars and
Notifications made thereunder
7. Foreign Trade Policy 2023 read with Handbook of Procedures made thereunder
For Imagine Marketing Limited
Rakesh Thakur
Authorised Signatory
Place: Mumbai
Date: October 17, 2025
148Report on Statement of Possible Special Tax Benefits
The Board of Directors
Imagine Marketing Limited
Unit no. 204 & 205,
2nd floor D-wing & E-wing
Corporate Avenue
Andheri Ghatkopar Link Road Mumbai 400093
Date: October 17, 2025
Subject: Statement of possible special tax benefits (“the Statement”) available to Imagine Marketing Singapore Pte. Ltd. (“the
Company”)
This report is issued in accordance with the Engagement Letter dated 1 January 2025.
We hereby report that the enclosed Annexure I prepared by the Company, initialed by us for identification purpose, states the
possible special tax benefits available to the Company, under direct and indirect taxes (together “the Tax Laws”), presently in force
in Singapore as on the signing date, which are defined in Annexure II, initialed by us for identification purpose. These possible
special tax benefits are dependent on the Company fulfilling the conditions prescribed under the relevant provisions of the Tax
Laws. Hence, the ability of the Company and its shareholders to derive these possible special tax benefits is dependent upon their
fulfilling such conditions, which is based on business imperatives the Company may face in the future and accordingly, the Company
may or may not choose to fulfill.
The benefits discussed in the enclosed Annexure I cover the possible special tax benefits available to the Company and do not
cover any general tax benefits available to the Company and is not an exhaustive list. This Statement is only intended to provide
general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of
the individual nature of the tax consequences and 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 proposed initial public offering of
equity shares (the “Proposed Offer”) of the Imagine Marketing Limited (“the Holding Company”) particularly in view of the fact
that certain recently enacted legislation may not have a direct legal precedent or may have a different interpretation on the possible
special tax benefits, which an investor can avail. Neither we are suggesting nor advising the investors to invest money based on the
Statement.
We conducted our examination in accordance with the Guidance Note issued by the Institute of Singapore Chartered Accountants.
The Guidance Note requires that we comply with ethical requirements of the Code of Ethics issued by the Institute of Singapore
Chartered Accountants. Our scope of work did not involve performance of any audit test in the context of our examination.
Accordingly, we do not express an audit opinion.
We have complied with the relevant applicable requirements of the Singapore Standard on Quality Management (SSQM) 1, Quality
Control for Firms that Perform Audits and Reviews of Historical Financial information, and Other Assurance and Related Services
Engagements.
We do not express any opinion or provide any assurance as to whether:
i) the Company and its shareholders will continue to obtain these possible special tax benefits in future; or
ii) the conditions prescribed for availing the possible special tax benefits where applicable, have been/would be met with.
The contents of the enclosed Annexures are based on the information, explanation and representations obtained from the Company,
and on the basis of our understanding of the business activities and operations of the Company.
Our views expressed herein are based on the facts and assumptions indicated to us. 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 the Tax Laws and
its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent
to such changes. We shall not be liable to the Company for any claims, liabilities or expenses relating to this assignment except to
the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional
misconduct. We will not be liable to the Company and any other person in respect of this report, except as per applicable law.
149We hereby give consent to include this report in the Pre- filed Draft Red Herring Prospectus, Updated Draft Red Herring Prospectus
– I, Updated Draft Red Herring Prospectus – II, Red Herring Prospectus and Prospectus and in any other material used in
connection with the Proposed Offer, and it is not to be used, referred to or distributed for any other purpose without our prior
written consent.
For Trust Audit PAC
Firm’s Registration No: 201722157M
Chinnu Palanivelu
Partner
Membership No: 815372
Place: Singapore
Date: October 17, 2025
cc:
ICICI Securities Limited
ICICI Venture House,
Appasaheb Marathe Marg
Prabhadevi, Mumbai - 400 025
Maharashtra, India
Goldman Sachs (India) Securities Private Limited
9th and 10th Floor, Ascent-Worli
Sudam Kalu Ahire Marg
Worli, Mumbai 400 025
Maharashtra, India
JM Financial Limited
7th Floor, Cnergy,
Appasaheb Marathe Marg,
Prabhadevi, Mumbai -– 400025
Maharashtra, India
Nomura Financial Advisory and Securities (India) Private Limited
Ceejay House, Level 11, Plot F,
Shiv Sagar Estate,
Dr. Annie Besant Marg,
Worli Mumbai – 400 018
Maharashtra, India
150ANNEXURE I
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO IMAGINE MARKETING SINGAPORE
PTE. LTD. (“THE COMPANY”) AND ITS SHAREHOLDERS UNDER THE APPLICABLE DIRECT AND INDIRECT
TAXES (“TAX LAWS”)
Outlined below are the Possible Special Tax Benefits available to the Company and its shareholders under the Tax Laws. These
Possible Special Tax Benefits are dependent on the Company and its shareholders fulfilling the conditions prescribed under the
Tax Laws. Hence, the ability of the Company and its shareholders 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 fulfill.
UNDER THE TAX LAWS
A. Special tax benefits available to the Subsidiary Direct Tax
There is no special tax benefits available to the Subsidiary.
1. Indirect Tax
There is no special tax benefits available to the Subsidiary.
NOTES:
1. The above is as per the current Tax Laws.
2. This Statement does not discuss any tax consequences in any country outside Singapore of an investment in the equity shares
of the Company. The shareholders / investors in any country outside Singapore are advised to consult their own
professional advisors regarding possible income tax consequences that apply to them under the laws of such jurisdiction.
For Imagine Marketing Singapore Pte. Ltd.
Rakesh Thakur
Group Chief Financial Officer
Place: Mumbai
Date: October 17, 2025
151ANNEXURE II
LIST OF DIRECT AND INDIRECT TAX LAWS (‘TAX LAWS’)
Sr. No: Details of tax laws
1 Singapore Income Tax Act 1947, 2020 (as revised)
2 Goods and Services Tax Act 1993 (as revised)
Imagine Marketing Singapore Pte Ltd does not have any special tax benefit. The Company is a Singapore tax resident
and all standards benefit are available for the Company.
152SECTION IV: ABOUT OUR COMPANY
INDUSTRY OVERVIEW
The information contained in this section is derived from the industry report titled ‘Industry Report on Consumer
Devices’ dated October 17, 2025, prepared by Redseer Strategy Consultants Private Limited (“Redseer Report”).
The Redseer Report has been reproduced in full in this section. We commissioned and paid for the Redseer Report
pursuant to the engagement letter dated December 19, 2024 executed with Redseer, for the purposes of confirming
our understanding of the industry specifically for the purpose of the Offer. Redseer is an independent agency and is
not a related party of our Company, its Subsidiaries, Directors, Promoters, Key Managerial Personnel, Senior
Management or the Book Running Lead Managers. A copy of the Redseer Report is available on the website of our
Company at www.boat-lifestyle.com until the Bid/Offer Closing Date and has also been included in “Material
Contracts and Documents for Inspection – Material Documents” on page 470. See ‘Risk Factors — Certain sections
of this Updated Draft Red Herring Prospectus - I contain information from the Redseer Report, which has been
exclusively commissioned and paid for by us, and any reliance on such information for making an investment decision
in the Offer is subject to inherent risks’ on page 58.
Section 1: India’s macroeconomic context and its evolving consumption behavior
India's rapid economic growth among G20 nations is propelled by surging consumption, driven by rising incomes,
urbanization, nuclearization, and an expanding workforce. This trend is boosting discretionary spending, further
accelerated by widespread smartphone adoption that fuels organized and online retail growth. Digital-first brands
are poised to capitalize on this shift, outpacing traditional counterparts. Government initiatives promoting domestic
manufacturing are strategically aligning supply with the escalating demand, creating a favourable ecosystem for
sustained economic expansion.
India has one of the fastest growing economies driven by rising consumption
India is ranked the fifth largest economy in the world with nominal GDP estimated at ₹332 trillion (US$3.9 trillion)
as of financial year (“Financial Year”) 2025 and is projected to grow at 6.4% CAGR in real terms between Financial
Year 2025 and Financial Year 2030, the highest among the G20 countries, as per the International Monetary Fund
(“IMF”). The nominal GDP of India is expected to reach ₹523 trillion (~US$6.1 trillion) by Financial Year 2030.
India is projected to become the world's fourth-largest economy by Financial Year 2026 and third-largest economy by
Financial Year 2029, supported by rapid urbanization, a favourable demographic dividend, increasing digital adoption,
and technological advancements.
Fig. 1. Real GDP YoY growth – India and international benchmarks
(Financial Year 2019-Financial Year 2030 for India and Calendar Year 2018-2029P for others, in %)
153Note(s): Conversion rate: 1 US$ = ₹85
Source(s): IMF
As per the Ministry of Statistics and Program Implementation (MoSPI), private final consumption expenditure
(“PFCE”) consumption has been a dominant driver for India’s GDP growth, with it contributing over 61% to the GDP
(at current prices) in Financial Year 2025.There is still headroom for growth compared to developed countries such
as the United States of America which has 68% contribution from consumption as a share of nominal GDP in Calendar
Year 2024. India’s per capita GDP is ~₹234,859 (US$2,763) in Financial Year 2025 and is expected to grow rapidly
given countries crossing the US$2,000 GDP per capita mark often experience high GDP growth for several years,
driven by increased discretionary spending power, accelerated economic activity and improved financial stability. For
instance, China's GDP per capita growth after crossing the US$2,000 threshold in 2006 was met with the country
experiencing a decade of 9%-plus GDP growth.
Fig. 2. (a) PFCE at current prices – India Fig. 2. (b) PFCE as a % of GDP at current prices – India,
United States, United Kingdom, Indonesia, China
(Financial Year 2020, Financial Year 2025, in ₹ trillion
(US$ trillion)) (Calendar Year 2024 unless specified, in % of GDP)
Note(s): 1) Figure for India is as of Financial Year 2025, 2) Figures for China and United Kingdom is as of Calendar Year 2023,
Conversion rate: 1 US$ = ₹85, 3) Financial Year 2020: 1st Revised Estimates (“1st RE”) has been considered, Financial Year 2025:
Provisional Estimates (“PE”) has been considered
Source(s): MoSPI
India’s consumption is expected to increase further due to various factors:
1. Rising number of middle and high-income households which boosts the purchasing power of consumers
The total number of middle-income households in India has increased from ~145 million in Financial Year 2020 to
~176 million in Financial Year 2025 at a CAGR of ~4%. At the same time, the absolute number of high-income
households witnessed a growth of ~8%, increasing from 29 million to 42 million between Financial Year 2020 and
Financial Year 2025. This growth is driven by multiple factors, including upward mobility of low-income households,
economic transition from an agrarian-based economy to services and manufacturing, and increasing workforce
formalization.
Further, middle and high-income households are projected to represent ~73% of India’s total households in Financial
Year 2030P, up from ~63% in Financial Year 2025. This increase in disposable income is likely to fuel higher spending
on convenience and discretionary products and services. As households move up the income ladder, they tend to
allocate a larger portion of their earnings towards discretionary consumption, leading to a shift in consumption patterns
away from necessities. The increasing number of middle and high-income households create a conducive environment
for the proliferation of newer technologies.
Fig. 3. Share of households by annual income1 across India
(Financial Year 2020, Financial Year 2025, Financial Year 2030P, in million)
154Note(s): 1. Income is calculated based on real wage growth, accounting for wage inflation. 2. Conversion rate: 1 US$ = ₹85
Source(s): Redseer Research and Analysis
2. Rapid urbanisation and increasing number of nuclear family units will drive increased consumption
India's urban population, growing steadily at 2% to 2.5% annually, reached approximately 538 million in Financial
Year 2025 and is driving significant growth in consumption. The urbanization is primarily driven by employment
opportunities that attract rural populations to urban centres along with access to better healthcare and educational
institutes. This increasing urbanization is leading to higher disposable incomes and changing consumer preferences,
fuelling demand for discretionary purchases and modern retail experiences. By 2050, it is anticipated that over half of
India's population will reside in urban centres, with these areas projected to contribute up to 80% of the national GDP,
a significant increase from approximately 65% in Financial Year 2025.
Fig. 4. Number of Nuclear Households – India
(Financial Year 2020, Financial Year 2025, Financial Year 2030P, in million)
Source(s): Redseer Research and Analysis
Rising urbanization, along with the increasing prevalence of nuclear families in India—over 32 million new
households formed between Financial Year 2020 and Financial Year 2025—has contributed to a shift toward
individualized consumption patterns. In nuclear households, personal ownership of technology devices such as
smartphones, tablets, and wireless audio accessories is more common due to the need for independent access for
communication, work, and entertainment. This trend is expected to continue, with an additional 49-59 million nuclear
households projected by Financial Year 2030, further driving the adoption of personal technology devices.
1553. Increasing workforce participation from youth and women is poised to increase disposable income
India's demographic dividend is driving economic growth through a rising working-age population and increasing
disposable incomes. With approximately 60% of its population aged between 18 and 60, as per the United Nations
Population Division (Calendar Year 2024), and a median age of 28 in Calendar Year 2024 projected to rise to 30 by
Calendar Year 2029, India is poised to experience heightened economic activity as more individuals enter the
workforce, leading to increased disposable income and consumer spending driving discretionary purchases. Other
countries such as the USA and China have a median age of 38 and 39 respectively and have harnessed their
demographic dividend to spur economic growth, thereby increasing incomes and consumption.
Additionally, the female labour participation rate has increased from 23% in Financial Year 2018 to 42% in Financial
Year 2024 according to the Ministry of Women and Child Development. The growth has been due to a reduction in
social and cultural barriers for women coupled with focused efforts by the government and private sector employers
to increase female participation in the workforce. This rise in women's workforce participation creates dual-income
households, which increases the disposable incomes and purchasing power.
4. As smartphones become ubiquitous in India, users are spending more time on digital activities, fuelling a
growing demand for mobile phone accessories
The number of internet users in India is projected to grow from 818-853 million in Financial Year 2025, to 990-1,140
million by Financial Year 2030 driven by the increased availability of 4G connectivity and government initiatives
such as Digital India, BharatNet project, etc. Subsequently, with the launch of 5G connectivity and affordable mobile
phone internet data availability at ₹14 per GB, along with the availability of affordable smartphones, the smartphone
penetration in India is set to increase to 960-1,080 million (63-71%) by Financial Year 2030 as compared to 692-706
million (48-49%) in Financial Year 2025.
Fig 5. LHS: Consumer Internet Funnel – India (Financial Year 2025, Financial Year 2030P); RHS: Consumer Internet Funnel
– China (Calendar Year 2024) (in million (% of population))
Source(s): Redseer Research and Analysis
The surge in digital adoption has transformed various aspects of daily life for Indian consumers. Smartphones have
become essential tools for communication, entertainment, and accessing information, with many people now being
able to connect to the digital world through these devices. The proliferation of affordable smartphones and data plans
has made e-commerce, communication and online entertainment more accessible to a broader population. Social
media platforms have become integral to our daily lives, enabling instant sharing of moments, thoughts, and
experiences with a global audience. This increased level of interaction through social media has accentuated the need
for personal devices to provide an improved and seamless user experience. For instance, video calling has transformed
long-distance communication, allowing face-to-face interactions regardless of geographical boundaries. Similarly,
online gaming has evolved into a rich, immersive experience, with multiplayer capabilities that foster global
connections and competitive play leading to a significant increase in demand for accessories such as audio products
(including gaming headsets), controllers and VR headsets. Entertainment options have expanded exponentially, from
156streaming high-quality video content to accessing a vast library of music on-the-go. In Financial Year 2025, Indians
spent an average of 148 minutes daily on social media platforms and users spent an average of 70 minutes daily on
OTT content platforms. Beyond above uses, smartphones serve as powerful tools for productivity, health tracking,
navigation, and even augmented reality experiences.
5. The rapid growth of India's organized retail sector, including e-commerce, is being fuelled by the country's
expanding digital user base
India's retail landscape is undergoing a significant transformation, with the organized sector, including online retail,
experiencing rapid growth. The Indian retail market is projected to reach ₹123-135 trillion (US$1,444-1,594 billion)
by Financial Year 2030, up from ₹83 trillion (US$978 billion) in Financial Year 2025, growing at a CAGR of 8-10%
between Financial Year 2025 and Financial Year 2030, with the organized retail segment expected to grow even faster,
from ₹17 trillion (US$206 billion) to ₹39-47 trillion (US$460-555 billion) growing at a CAGR of 17-22% in the same
period. As disposable incomes rise and urbanization continues to spread, unorganized retail spaces are being
progressively displaced by both organized offline brick-and-mortar stores and online platforms. These two channels
are projected to grow symbiotically, not only attracting a new consumer base but also converting users from
unorganized retail through enhanced service offerings and operational efficiency. As India's retail market continues
to formalize, it will gradually move towards the market structures of more developed economies such as the United
States and China with 85-90% and 50-60% share of organized retail respectively as of Financial Year 2025.
Fig 6. India Retail1 Market- Split by channel
(Financial Year 2020, Financial Year 2025, Financial Year 2030P, ₹ trillion (US$ billion))
Note(s): 1) Calculated at the selling price before cancellations and returns; 2. Conversion rate: 1 US$ = ₹85
Source(s): Redseer Research and Analysis
Offline channel is an important channel in India driving approximately 93% of overall retail sales as of Financial Year
2025 (Offline includes both unorganized and organized B&M). The organized brick-and-mortar retail sector in India
is experiencing significant growth due to its ability to offer a wide selection of high-quality products at competitive
prices, serving as one-stop shop for consumers. These retailers play a crucial role in enhancing the overall purchasing
experience by facilitating direct interaction for consumers who seek a physical experience before making a purchase.
Further, by leveraging their scale to negotiate favourable supplier deals, they can pass savings onto consumers and
continuously improve product quality and variety.
Furthermore, the expansion of retail outlets in smaller urban centres is transforming shopping experiences indicating
potential growth for discretionary consumption. As of Financial Year 2025, 53% of overall retail spending is attributed
to discretionary spending, compared to 65-70% for China and ~75-80% for USA, indicating substantial potential for
increased discretionary spending. Additionally, as of Financial Year 2025, grocery constitutes 68% of India's retail
consumption compared to ~20% in the USA, highlighting room for growth in discretionary spending driven by non-
grocery categories.
157The e-commerce market in India has grown from ₹2 trillion (US$22 billion) in Financial Year 2020 to ₹6 trillion
(US$70 billion) in Financial Year 2025 at a CAGR of 26% between Financial Year 2020 and Financial Year 2025
and is projected to grow to ₹15-18 trillion (US$174-214 billion) by Financial Year 2030 at 20-25% CAGR, driven by
increased internet penetration, rising smartphone usage, and a shift towards online shopping. Product categories with
standardized specifications and consistent brand quality have seen rapid online adoption, with mobile phones and
electronics leading the digital disruption of retail. Quick Commerce, a rapidly emerging segment within e-commerce,
has witnessed significant growth over two years from ₹152 billion (US$1.8 billion) in Financial Year 2023 to ₹527
billion (US$6.2 billion) in Financial Year 2025, representing a remarkable 86% CAGR and is further expected to
continue expanding and projected to reach ₹4-6 trillion (US$50-70 billion) by Financial Year 2030, growing at a 52-
62% CAGR, driven by consumer preference for wide assortment, value and convenience. While initially being focused
on grocery segment, the quick commerce market is expanding into non-grocery categories such as electronics, fashion,
beauty products, and smaller home appliances. This expansion is driven by changing consumer behaviour and the
desire for instant gratification fulfilled by increasing product assortment and rapid delivery.
This rapid digitization is enabling digital-first brands to grow more rapidly than their counterparts by utilizing the
supportive ecosystem of online marketplaces, third-party logistics, and payment solutions.
Digital-first brands (defined as brands generating over 60% of gross sales from online channels across segments like
consumer electronics, eyewear, beauty and personal care (BPC), childcare, etc.) have experienced rapid growth in
India's retail market. These brands typically sell products directly to end customers, bypassing traditional retail
intermediaries through online infrastructure. This approach allows companies to control the entire customer
experience, from marketing to fulfilment, and build stronger customer relationships. Their increasing share in the
online retail market is driven by a growing base of digitally savvy urban consumers with high disposable incomes.
This evolution has also led to a significant increase in demand for accessories related to online games and
entertainment, such as audio products (including gaming headsets), controllers, and VR equipment. These brands have
thrived due to better e-commerce infrastructure, wider reach and accessibility, agility in innovation, and effective
digital marketing strategies. Digital-first brands are projected to capture approximately 14% of the online retail market
by Financial Year 2030.
Fig 7. Digital-first Brands as a % of Online Retail1
(Financial Year 2025, Financial Year 2030P, ₹ trillion (US$ billion), %)
158Note(s): 1) Calculated at consumer prices
Source(s): Redseer Research and Analysis
The success of digital-first brands can be attributed to several factors. Digital-first brands are built to understand
consumer behaviour in real-time, allowing them to develop product offerings based on immediate feedback and
insights. Other factors include:
(1) Reach and Accessibility: India’s large and fast-growing e-commerce marketplaces and their enabling
infrastructure allows digital-first brands to instantly cater to over 90% pin codes across India. These digital-
native brands have capitalized on ecosystem advancements and improvements in supporting infrastructure.
The progression of ancillary sectors, particularly fin-tech and logistics, has streamlined payment processes
and enhanced delivery efficiency. This provides an advantage for digital-first brands in their ability to rapidly
expand their reach.
(2) Innovation and agility: Digital-first brands excel at tracking customer journeys and transactional behaviours.
They engage with customers post-purchase through quick feedback mechanisms. This approach yields sharp
insights into consumer behaviour and preference shifts. Data-driven strategies enable agile innovation and
rapid prototyping. These brands respond swiftly to customer feedback. Their data-backed architecture allows
for quick identification of market gaps. They can address unmet consumer needs efficiently. Digital-first
brands adapt rapidly to changing preferences. This agility helps them capitalize on emerging opportunities.
(3) Wider product assortment: Digital first brands are able to launch new products and SKUs at a lower cost and
at greater speed as compared to offline-first business models. They build depth across sub-categories,
addressing nuanced consumer niches and specific use cases. The diverse offerings expand the market from a
consumer perspective. Digital brands can quickly test and iterate new products without the constraints of
physical retail. This agility allows them to respond swiftly to consumer trends and preferences. Their lean
operations and direct-to-consumer model reduce overhead costs.
This ear-to-the-ground approach helps digital-first brands identify demand trends, product gaps, and potential
improvements more efficiently than legacy brands. The ability to scale rapidly at lower costs through online channels
has attracted significant investor attention, further fuelling their growth. As a result, digital-first brands are well-
positioned to continue their market growth trajectory and reshape India's retail landscape in the coming years.
Government policies fostering domestic manufacturing are aligning supply with growing demand
159The Indian government has implemented several initiatives to boost domestic manufacturing and reduce dependence
on imports, particularly from China. The 'Make in India' program aims to transform India into a global manufacturing
hub by promoting domestic production, attracting foreign direct investment, and creating jobs across various sectors.
This initiative focuses on key industries, including electronics and consumer devices, and is built on four pillars: new
processes, new infrastructure, new sectors, and new mindset. The government has introduced reforms to simplify
business procedures, reduce bureaucratic hurdles, and streamline regulatory processes to improve the ease of doing
business in India.
Building on the success of 'Make in India', the government has introduced Phased Manufacturing Programs (PMPs)
for specific product categories, including wrist wearable devices and hearable devices. These PMPs aim to promote
domestic manufacturing of components and gradually increase local value addition in the production of smartwatches,
earbuds, and other consumer electronics. The PMP for these devices was announced in 2022, along with a commitment
to rationalize the inverted duty structure that had previously hindered manufacturing growth in the sector. This
initiative is expected to be followed by robust Production Linked Incentive (PLI) schemes to further boost domestic
production. As of March 2025, the PLI scheme including electronics has attracted investments totalling approximately
₹1.76 lakh crore, resulting in increased production and sales amounting to ₹16.50 lakh crore since November 2020 up
until mid-2025. The scheme is aimed at transforming India's manufacturing landscape by moving from being a net
importer to a net exporter, particularly in electronics demonstrated through domestic manufacturing of mobile phones
which grew from 5.8 crore units in Financial Year 2015 to 33 crore units in Financial Year 2024.
The regulatory environment supporting manufacturing in India has also been influenced by the global "China + 1"
strategy, which aims to diversify supply chains beyond China. To capitalize on this trend, India has announced plans
to offer incentives for companies to manufacture electronic components locally. This scheme, expected to be launched
in the coming months, will focus on incentivizing the production of key components such as printed circuit boards,
which will improve domestic value addition and deepen local supply chains for a range of electronics.
Section 2: Overview of the Consumer Devices Market in India
The growth of the consumer devices market in India will be driven by two key trends: premiumization, driven by
digitally enabled and trend-conscious consumers seeking vibrant designs, lifestyle-relevant, technology-led
distinctive advancements, and the expanding presence of offline channel/distribution reach in Tier 2 cities. This
shift has contributed to the growth of the aspirational segment across multiple categories, making these devices
more accessible to a wider consumer base. Looking ahead, market expansion will be driven by continuous
innovation, leading to enhanced product features and functionality.
India’s consumer devices market is estimated at ₹1,115 billion (~US$13 billion) as of Financial Year 2025 and
projected to grow at a CAGR of 10-13%, reaching ₹1,782-2,038 billion (US$21-24 billion) by Financial Year 2030P,
primarily led by audio and wearables
India's consumer devices market has emerged as a high-growth opportunity, driven by rapid technological innovation.
Consumer devices market is large given strong consumer engagement, low but increasing levels of penetration in
India, and high purchase frequency due to short replacement cycles resulting in growth from repeat purchases. This
market encompasses a wide range of products including audio devices, wearables, charging solutions, and other
emerging categories which includes mobile phone accessories, gaming accessories and personal care appliances.
Audio devices include both personal audio products such as headphones and earphones, as well as larger audio systems
for home and wireless speakers. Wearables comprise of smartwatches, activity trackers, and other body-worn tech
gadgets. Charging solutions cover power banks, cables and chargers. The others segment consists of devices such as
home security solutions, gaming accessories and personal care devices. The market has shown robust growth,
expanding from ₹607 billion (US$7 billion) in Financial Year 2020 to ₹1,115 billion (~US$13 billion) in Financial
Year 2025, representing a CAGR of ~13%. Projections indicate further growth to ₹1,782-2,038 billion (US$21-24
billion) by Financial Year 2030, at a CAGR of 10-13%. Within this market, audio devices account for the largest share
at ~44%, as of Financial Year 2025.
160Fig 8. Consumer Devices Market Fig 9(a). Consumer Devices Market as a % of Retail-
Global Benchmark
Financial Year 2020, 2025, 2030P (₹ billion, US$ billion) (Financial Year
2025)
Fig 9(b). Consumer Devices Market % Compounded
Annual Growth Rate (%, Financial Year 2020-25)
Note(s): 1) Includes personal audio (wireless headphones/ earphones, wired headphones/ earphones, True Wireless Stereo (“TWS”)), large audio
(wireless speakers and home audio) 2) Includes smartwatches and others 3) Includes charging cables, power banks, wireless chargers, adapters,
4) Includes personal care appliances, mobile phone accessories, gaming accessories, security cameras etc, Conversion rate: 1 US$ = ₹85.
Source(s): Redseer Research and Analysis
When compared to global benchmarks, India's consumer devices market shows significant potential for growth since
the penetration of market size to overall retail, in India is estimated at 1.3% compared to 4-5% in the U.S. and 3-4%
in China. The higher growth rates projected for India underscore the country's potential to become a significant player
in the global consumer devices landscape.
The rapid growth of data consumption and internet usage in India is significantly driving demand for consumer
devices. This surge in data usage and internet penetration is not only boosting smartphone sales but also driving
demand for complementary devices such as audio products, wearables, and other accessories. The rise of digital
content consumption, including video streaming, online gaming, and social media, is further propelling the need for
enhanced audio experiences. Additionally, the increasing focus on fitness and health has led to a surge in demand for
wearable technologies that enable users to monitor their physical activities, heart rate, sleep patterns, and other vital
health metrics consistently on a daily basis. Rising income levels, increased brand awareness, evolving lifestyle
preferences, particularly among young consumers with active lifestyles, with focus on fitness and health and on-the-
go consumption, and the rapid penetration of smartphones, particularly in Tier 2 and smaller cities across India, are
driving adoption across most consumer devices categories including audio, wearables and charging solutions.
The increasing penetration of consumer devices in India can be further driven by boosting supply through the Make
in India initiative. To support this, the government has introduced the Production Linked Incentive (PLI) Scheme,
which offers financial incentives to boost domestic manufacturing and attract large investments in the electronics
value chain. Additionally, the Scheme for Promotion of Manufacturing of Electronic Components and Semiconductors
(SPECS) provides a 25% financial incentive on capital expenditure for manufacturing electronic components and
semiconductors. The Modified Electronics Manufacturing Clusters Scheme (EMC 2.0) aims to develop world-class
infrastructure and a robust electronics manufacturing ecosystem by offering financial assistance for setting up EMC
projects and Common Facility Centres. These schemes collectively work towards positioning India as a global hub
for Electronics System Design and Manufacturing. Furthermore, component manufacturing localization efforts will
reduce costs (including benefits in reduced duty expenses) by up to 15-20% vs. finished goods import supported by
government incentives.
161The audio devices market which consists of two key segments: personal audio and large audio, is estimated at ₹489
billion (US$5.8 billion) and projected to increase at a CAGR of 10-13% till Financial Year 2030 driven by
innovation leading to higher accessibility and penetration of feature-rich products at affordable prices
The Indian audio market encompasses a wide range of products designed for personal and home use and is estimated
at ₹489 billion (US$5.8 billion) by Financial Year 2025 growing at 12% over last 5 years from ₹277 billion (US$3.3
billion) in Financial Year 2020. It is projected to grow at a CAGR of 10-13% between Financial Year 2025 and
Financial Year 2030 to reach ₹777-901 billion (US$9.1-10.6 billion).
Between Financial Year 2025 and Financial Year 2030, there are three key growth drivers in the market. First, there
is a growing trend of premiumization driven by advancements in sound technologies as consumers require features
such as spatial audio, active noise cancellation, among others, leading to premium experiences for consumers.
Consequently, the premium category which includes branded aspirational and premium personal audio products is
expected to grow at a CAGR of 8-11% in value terms over the same time period.
Second, innovation is driving the market by providing affordable, feature-packed audio solutions that not only offer
superior sound quality but also enhance the consumer experience through seamless smart home compatibility.
Unbundling of smartphones and earphones, the removal of traditional earphone jack in smartphones, and compatibility
of earphones across different smartphones have been other key drivers of growth for wireless personal audio products,
whereas preference for immersive audio experiences at home has driven the large audio format.
Third, the offline market for the audio category is also a key growth catalyst and is expected to grow at a CAGR of 8-
13% in value terms between Financial Year 2025 and Financial Year 2030, primarily driven by an increase in
penetration in India’s Tier-2+ towns and cities, similar to the broader consumer devices category.
The Indian audio market consists of two key segments: personal audio and large audio.
The personal audio market is estimated at ₹202 billion (US$2.4 billion) in Financial Year 2025 and is projected to
increase at a CAGR of 6-9% till Financial Year 2030 driven by surging digital content consumption. Technological
advancements are leading to increased brandification which is increasing the penetration in Tier 2+ cities
The personal audio market in India is undergoing significant transformation, driven by an increase in digital content
consumption, including streaming services, podcasts, and mobile phone gaming, which has created a growing demand
for high-quality audio experiences as consumers increasingly seek ways to enjoy the content with superior sound
quality. This trend has been further accelerated by the rise of hybrid work models, which have blurred the lines
between professional and personal audio needs. The personal audio market in India grew from ₹116 billion (US$1.4
billion) in Financial Year 2020 to ₹202 billion (US$2.4 billion) in Financial Year 2025, growing at 12% CAGR. It is
projected to reach ₹268-304 billion (US$3.2-3.6 billion) by Financial Year 2030, growing at a CAGR of 6-9%.
Digital-first brands have seen significant success in India’s personal audio segment, driven by their agile online
presence and go-to market strategies. These brands account for 84% of the personal audio market in Financial Year
2025 up from 16% in Financial Year 2020 in volume terms. Factors fuelling this growth include competitive pricing,
frequent product launches, online marketing, and an emphasis on features tailored for Indian consumers. Additionally,
the surge in e-commerce adoption and increasing smartphone penetration have further accelerated their market share.
Fig 10. LHS: Personal Audio Market- India Split by branded contribution by value terms; RHS: Personal Audio Market- India
Split by Brand Type in volume terms
(Financial Year 2020, Financial Year 2025, Financial Year 2030P, %, ₹ billion, US$ billion, Units in million)
162Note(s): 1) Includes neckbands and wireless headphones/ earphones, 2. Conversion rate: 1 US$ = ₹85.
Source(s): IDC, Redseer Research and Analysis
Concurrent with this price shift, the market has experienced increasing brandification, particularly driven by the rise
of Indian brands. The overall branded contribution of personal audio has surged from 51% in Financial Year 2020 to
77% in Financial Year 2025 and is further projected to increase to ~80% by Financial Year 2030. The devices have
become increasingly compatible across different smartphone manufacturers, allowing consumers to mix and match
without compatibility issues. Additionally, localization of production and assembly is enabling Indian brands to
significantly reduce their manufacturing costs. Advancements in manufacturing technologies have also enabled brands
to incorporate features previously reserved for premium products into more affordable options leading to a volume
driven market growth between Financial Year 2020 and Financial Year 2025. This combination of local production
and technological progress has allowed brands to offer cost-effective pricing without compromising on quality, driving
the overall growth of the branded personal audio market.
The personal audio devices market in India has experienced a notable shift in consumer preferences, with the
aspirational segment (priced between ₹1,500 and 5,000) gaining significant traction in recent years. The segment’s
contribution has increased from 9% in Financial Year 2020 to 14% in Financial Year 2025 and is projected to reach
between 16-17% till Financial Year 2030 in volume terms. Rising disposable incomes among the middle class have
driven consumers to upgrade from budget options to feature-rich devices. India’s ongoing digital transformation has
created a wave of “upwardly mobile consumers” and a growing base of over the top (OTT) subscribers, gamers, further
fuelling the demand for audio to enable private digital content consumption, including streaming services, podcasts
and mobile phone gaming. This increasing preference for higher-quality audio—especially during upgrades—is
expected to boost the aspirational and premium segments. Technological advancements have brought premium
features to more aspirational price points, enabling consumers to enjoy superior audio experiences without exceeding
their budgets. As a result, the aspirational segment is expected to continue its growth, driven by a desire for a balance
between performance and affordability.
163Fig 11. Personal Audio Split- By Price Points in Volume terms
(Units in million, Financial Year 2020, Financial Year 2025, Financial Year 2030P)
Note(s): 1) Premium includes items above ₹5,000; 2) Aspirational includes items between ₹1,500 to ₹5,000; 3) Budget includes items under
₹1,500, 4) Conversion rate: 1 US$ = ₹85.
Source(s): IDC, Redseer Research and Analysis
The confluence of price points and increased brandification has had a notable impact on market penetration,
particularly in Tier 2 and beyond. The personal audio market in Tier 2+ cities has increased, as a share of total personal
audio market by value, from 55% in Financial Year 2020 to 65% in Financial Year 2025 and is projected to increase
to 68-70% by Financial Year 2030. These markets, previously underserved due to limited access to branded products
at affordable price points, are now experiencing rapid growth in personal audio device adoption. The availability of
budget-friendly branded options and increased digital penetration in personal audio segment has opened new consumer
segments, contributing significantly to the overall market expansion. This is also enabled through increased digital
penetration for the personal audio segment.
Fig 12. Personal Audio Market- India Split by Retail Channel in value terms
(₹ billion, US$ billion, Financial Year 2025, Financial Year 2030, %)
164Note(s): Conversion rate: 1 US$ = ₹85
Source(s): Redseer Research and Analysis
Online platforms account for 60% of overall market as of Financial Year 2025, however, the offline segment is poised
for faster growth till Financial Year 2030. Offline channels are particularly well-suited for aspirational audio products,
where consumers value the opportunity to physically test and compare devices before making a purchase. This hands-
on experience allows customers to assess sound quality, comfort, and advanced features. Additionally, offline stores
serve as an important touchpoint for brand visibility.
1. Personal audio market has shifted towards wireless solutions, with TWS leading the charge with its contribution
increasing from 13% in Financial Year 2020 to 70% in Financial Year 2025 and neckbands & headphones catering
to niche use cases
Personal audio encompasses a range of products including TWS earbuds, other wireless devices such as neckbands
and headphones, and wired earphones.
Fig 13. Personal Audio Market- India Split by Categories in value terms
(Financial Year 2020, Financial Year 2025, Financial Year 2030P, %, ₹ billion, US$ billion)
Note(s): 1) Includes neckbands and wireless headphones/ earphones, 2. Conversion rate: 1 US$ = ₹85.
Source(s): IDC, Redseer Research and Analysis
Within personal audio, TWS is a key product that accounts for 70% of the market in value terms in Financial Year
2025 which has grown from 13% in Financial Year 2020. This shift has been driven by a series of technological
innovations that have revolutionized the audio experience. Advancements in miniaturization, battery efficiency,
Bluetooth connectivity, and sound quality have enabled the creation of compact, feature-rich TWS earbuds that offer
superior performance. These innovations have catalysed a dramatic shift in consumer preferences, resulting in
explosive growth for the TWS category, which experienced a significant CAGR of 56% in value terms from Financial
Year 2020 to Financial Year 2025.
However, TWS growth moderated in Financial Year 2024– Financial Year 2025 as part of the broader consumption
slowdown in India, which has particularly weighed on discretionary categories where real wages in urban centres have
not kept pace with inflation. This has limited purchasing power and encouraged consumers to move from mid-tier to
entry-level price bands. The rise of local and unbranded products has further anchored lower reference prices, while
the category’s user base has expanded into Tier-2 and smaller cities where value sensitivity is higher, further shifting
mix. While these dynamics have tempered near-term performance, the market is expected to stabilise as pricing and
demand adjust to a more stable trajectory in the outer years. Between Financial Year 2025 and Financial Year 2030,
volume growth is projected to remain healthy at 8-9% CAGR, supported by shorter replacement cycles and adoption
of feature-rich models, including AI-enabled products that enhance utility and encourage upgrades.
165The category is also witnessing an increased share of branded products, with emerging Indian players driving volume
growth. With a branded TWS to smartphone penetration rate of 19% in Financial Year 2025, India's market shows
meaningful headroom for growth compared to more mature markets as seen in USA and China with TWS to
smartphone penetration attach rates estimated at ~33% and ~25% respectively. Structural drivers such as multi-device
ownership and the removal of headphone jacks in smartphones remain intact, positioning the category for steady long-
term penetration gains.
Other wireless audio solutions, mainly consisting of neckbands and headphones, are estimated at ₹49 billion (US$0.6
billion) as of Financial Year 2025, accounting for 24% of the overall personal audio segment. This segment is expected
to grow to ₹59-66 billion (US$0.7-0.8 billion) by Financial Year 2030, with a projected CAGR of 4-6%. Neckbands
continue to serve niche markets, particularly for corporate use cases and among adults who prefer easier-to-use options
with physical buttons. Headphones, on the other hand, have seen a resurgence in demand across various channels
including gaming, content creation, and professional use. Gaming headsets offer immersive sound, surround sound
capabilities, and integrated microphones for communication whereas audiophile-grade headphones provide high-
fidelity sound for critical listening. Innovations in this market segment are focused on enhancing audio quality, battery
life, and user comfort. Manufacturers are incorporating advanced features at affordable prices such as adaptive noise
cancellation, spatial audio, and improved connectivity options to differentiate their products.
Wired earphones, once the dominant category in personal audio, have seen a significant decline in share due to the
rise of wireless solutions. Their share has reduced its contribution from 66% in Financial Year 2020 to 6% in Financial
Year 2025. This small presence exists in the entry-level segment for daily and generic use cases.
The large audio market is estimated at ₹287 billion (US$3.4 billion) and projected to grow at a CAGR of 12-16%
between Financial Year 2025 and Financial Year 2030 driven by consumers increasingly seeking high-quality
sound solutions to enhance their experience
The large audio market in India encompasses speakers and home audio systems including soundbars. The large audio
market has increased from ₹161 billion (US$1.9 billion) to ₹287 billion (US$3.4 billion) growing at a CAGR of 12%
between Financial Year 2020 and Financial Year 2025 and is projected to grow at 12-16% CAGR from Financial Year
2025 to Financial Year 2030 reaching a market size of ₹509-596 billion (US$6-7 billion). Consumers increasingly
prefer products offering superior sound quality, advanced features, and seamless integration with other smart home
devices. The contribution of the branded market is growing and is projected to increase from 75% in Financial Year
2025 to 78-80% in Financial Year 2030, driven by increased sales through organised channels and a consumer
preference for trusted brands. The overall large audio market is seeing growth in offline sales with the contribution
increasing from 87% in Financial Year 2025 to 89-90% in Financial Year 2030 due to the benefits stemming from the
offline retail experiences. Consumers often prefer to experience the sound quality and assess the physical dimensions
of these products before making a purchase, making in-store demonstrations a crucial factor in the buying decision
for large audio products.
Fig 14. Large Audio Market in India and split by branded contribution by value
(₹ billion, US$ billion, Financial Year 2020, Financial Year 2025, Financial Year 2030P, %)
166Note(s): Speakers excludes devices sold for business purpose, Conversion rate: 1 US$ = ₹85.
Source(s): Redseer Research and Analysis
Speakers include portable speakers, party speakers, and smart speakers, catering to various consumer needs and use
cases. The branded speaker market has increased from ₹40 billion (US$0.5 billion) to ₹56 billion (US$0.7 billion)
from Financial Year 2020 to Financial Year 2025 growing at a CAGR of 7% and is projected to grow at 7-9% CAGR
from Financial Year 2025 to Financial Year 2030 reaching a market size of ₹78-87 billion (US$0.9-1 billion). Portable
speakers have gained popularity due to their versatility and improved battery life, finding use in outdoor activities and
small gatherings. Party speakers, with their high output and often integrated lighting systems, are becoming
increasingly popular for social events and home entertainment. The category is growing supported by the
nuclearization of families and the shift toward independent housing setups (apartments and stand-alone homes), which
has encouraged more frequent social gatherings and at-home entertainment. Smart speakers, while still a nascent
category, are seeing increased adoption as more consumers embrace smart home ecosystems.
The branded home audio represents another crucial segment of the large audio market which has increased from ₹74
billion (US$0.9 billion) to ₹159 billion (US$1.9 billion) from Financial Year 2020 to Financial Year 2025 growing at
a CAGR of 17% and is projected to grow at 15-20% CAGR from Financial Year 2025 to Financial Year 2030 reaching
a market size of ₹318-389 billion (US$3.7-4.6 billion). The evolution of TVs with ultra-slim designs, advanced
technologies such as OLED and 4K, and smart features has made visuals more immersive. As a result, consumers
increasingly seek home audio solutions to further enhance their experience. Additionally, rapid growth of OTT
consumption in India also warrants consumers to seek high-quality audio systems to complement the superior visuals.
This shift toward experiential viewing is driving demand for soundbars and home theatre systems, enabling a cinematic
experience at home. The penetration of branded home audio systems in India, when compared to TV ownership, stands
at 12%, which is significantly lower than the rates observed in the USA at 51% and China at 19% in Financial Year
25. This disparity indicates substantial growth potential in the Indian market. As consumers increasingly seek
enhanced audio experiences to complement their high-definition visual content, the demand for soundbars and home
theatre systems is expected to rise. The growing affordability of these systems, coupled with increasing awareness of
their benefits, is likely to drive penetration rates closer to global benchmarks in the coming years.
The wearables market is estimated at ₹100 billion (US$1.2 billion) and projected to increase at a CAGR of 15-19%
till Financial Year 2030 driven by changing consumer preferences, evolving price points, and expanding
penetration in Tier 2 cities
The wearables market has experienced significant growth in recent years, growing from ₹30 billion (US$0.3 billion)
in Financial Year 2020 to reach an estimated ₹100 billion (US$1.2 billion) as of Financial Year 2025, at a CAGR of
28%. The market is further expected to grow at a CAGR of 15-19% between Financial Year 2025 and Financial Year
2030 to reach ₹203-236 billion (US$2.4-2.8 billion) by Financial Year 2030.This growth is supported by increasing
consumer demand for advanced features such as fitness and health tracking and a growing emphasis on lifestyle
167management. The wearables market encompasses a wide range of devices designed for personal use, including
smartwatches, activity trackers, and smart rings. Smartwatches contribute ~93% of the total wearables market in
Financial Year 2025 and other wearable devices, including activity trackers and smart rings, make up the remaining
7% of the market. In comparison to mature markets such as the United States and China, where smartwatch penetration
rates are significantly higher, India's market shows substantial headroom for growth. For instance, the branded
smartwatch-to-smartphone penetration rate in India is approximately 14%, compared to 31% in the United States and
19% in China, indicating significant potential for increased adoption in the Indian market.
Fig 15. LHS: Wearables Market in India split by category in value terms; RHS: Wearable market in India split by price points in
volume terms
(Financial Year 2020, Financial Year 2025, Financial Year 2030P, Value in ₹ billion (US$ billion), Units in million, %)
Note(s): 1. Others include smart rings and activity bands; 2. Budget includes wearables less than ₹1,000; 3. Aspirational includes wearables
between ₹1,000 – 3,000; 4. Premium includes wearables above ₹3,000, Conversion rate: 1 US$ = ₹85
Source(s): IDC, Redseer Research and Analysis
The wearables market was initially characterized by premium offerings marked by high contribution from global
players in Financial Year 2020. However, the market experienced a shift towards the budget and aspirational segment
(below ₹3,000) as domestic players introduced affordable options leading to the increase in budget segment
contribution from 22% to 34% and aspirational segment contribution from 46% to 59% by volume between Financial
Year 2020 and Financial Year 2025 respectively.
The consumer preferences are however, shifting towards the aspirational (₹1,000-3,000) and premium segments
(above ₹3000) driven by a transition from fashion-centric devices to those offering enhanced utility and advanced
features. The demand for improved accuracy, personalized insights, and comprehensive health monitoring is
anticipated to drive an increase in average selling prices leading to an increase in contribution of aspirational and
premium segment from ~67% to 74-77% between Financial Year 2025 and Financial Year 2030 in volume terms.
This transition is accompanied by increasing brandification. The contribution of branded wearables is projected to rise
from 88% in Financial Year 2025 to ~94% in Financial Year 2030. Consequently, the branded wearables market in
aspirational and premium products, is expected to grow at 17-20% CAGR in value terms between Financial Year 2025
and Financial Year 2030.
While online channels remain the dominant sales channel, contributing 65% of wearable sales as of Financial Year
2025, offline retail is gaining traction, particularly with increasing penetration in Tier 2+ cities. This market has
democratized, primarily driven by the increasing availability of wearables in Tier 2+ cities, which has expanded
consumer access. As wearables integrate more advanced features, consumers—especially younger ones—are
increasingly seeking hands-on experiences before making purchase decisions, further accelerating offline adoption.
Consumers now look to interact with products firsthand, assess build quality, and compare features before purchasing,
making offline retail an essential channel in this category. As a result, offline channels are expected to grow at a
CAGR of 18-23% in value terms from Financial Year 2025 to Financial Year 2030, with their contribution rising from
35% in Financial Year 2025 to 40-42% by Financial Year 2030, primarily driven by an increase in distribution across
168Tier 2+ cities and towns in India.
Smartwatches have transitioned from a niche market to a mainstream category, with an estimated value of ₹93
billion (US$1.1 billion) in 2025 and projected to grow at 14-17% CAGR till Financial Year 2030 fuelled by factors
such as premiumization, evolving form factors and increased utility. Activity trackers and smart rings are emerging
as complementary segments offering health monitoring options
Within wearables, smartwatch sub-category accounts for 93% of the market in value terms in Financial Year 2025.
The smartwatch market in India has experienced remarkable growth in recent years, evolving from a niche segment
to a mainstream consumer electronics category. From a market size of ₹18 billion (US$0.2 billion) in Financial Year
2020, it has expanded to ₹93 billion (US$1.1 billion) by Financial Year 2025, representing a CAGR of 39% and
projected to increase at a CAGR of 14-17% to ₹182-206 billion (US$2.1-2.4 billion) by Financial Year 2030. The
dual functionality of smartwatches as both technological tools and fashion accessories is increasingly resonating with
consumers who value both utility and style. The smartwatch market in India has undergone significant transformations
in terms of pricing, brand landscape, and distribution channels. Since 2019, smartwatches are becoming affordable,
and the market is shifting from predominantly premium offerings to a mix that includes aspirational and budget
categories. Like personal audio devices, increasing compatibility across different smartphone manufacturers is
allowing consumers to mix and match brands.
The way for future growth is driven through the following avenues: increasing penetration, replacements and
premiumization. As early adopters look to upgrade their devices, there's an opportunity for brands to introduce more
sophisticated products with advanced features and improved utility. Proprietary in-house operating system on
smartwatches enables brands to bring industry-first product features to market faster than would be possible with off-
the-shelf third-party software solutions. Increasing penetration involves expanding the market reach by attracting new
consumers who may not have previously considered smartwatches. Moreover, the growing population of young adults
presents a significant opportunity, as they are typically more tech-savvy and health-conscious, making them prime
candidates for smartwatch adoption. Until now, growth in the smartwatch market has largely been driven by lifestyle
factors, with an emphasis on form factor and hardware design. However, a significant shift is expected, similar to
trends observed in China, where, as consumers mature in their usage, they begin prioritizing health-related features
over lifestyle elements. Consequently, there is a growing demand for smartwatches that offer value beyond basic
design, focusing on enhanced health monitoring capabilities, longer battery life, regular software updates, better sensor
technology, improved accuracy, and seamless integration with other smart devices. This shift towards software
ecosystem-led growth will require brands to differentiate themselves through innovation in health and connectivity
features.
Activity trackers and smart rings are other wearable categories in India, offering consumers a discreet and convenient
way to monitor their health and fitness. These wearable devices, equipped with advanced sensors and connectivity
features, cater to various use cases, including sports and athletic performance tracking. Activity trackers offer a broader
range of sensors enabling health features and comprehensive sports monitoring, such as tracking running distances,
cycling speeds, and swimming laps. Smart rings, on the other hand, excel in their sleek design in the form of a ring,
making them ideal for continuous wear and sleep tracking, along with health monitoring including heart rate tracking
and sleep analysis. Their compact form factor also makes them suitable for athletes and fitness enthusiasts who prefer
minimal interference during workouts or competitions. Smart rings' compact design and lack of display lead to
maintaining a longer battery life, ensuring uninterrupted tracking during extended training sessions or endurance
events.
The other consumer devices market in India is projected to grow at a 9-11% CAGR to reach ₹802-901 billion
(US$9.4-10.6 billion) by Financial Year 2030 driven by increasing smartphone reliance, safety concerns, travel
needs, and tech-savvy consumers adopting innovative products
The consumer devices market in India has expanded to encompass a diverse range of emerging categories. This
segment includes innovative products such as charging solutions, mobile phone accessories, home security solutions,
luggage tags and others including home and personal care gadgets, each addressing specific lifestyle
requirements. Luggage tags, for instance, are gaining popularity among frequent travellers, enabling efficient tracking
of personal belongings. These emerging categories collectively represent a market valued at ₹301 billion (US$3.5
billion) in Financial Year 2020 to ₹527 billion (US$6.2 billion) in Financial Year 2025 at CAGR of 12% and projected
to grow at a CAGR of 9-11% to reach ₹802-901 billion (US$9.4-10.6 billion) by Financial Year 2030. Growth in this
169segment is driven by the rising demand for efficient power solutions in a mobile phones-first world through charging
solutions, increasing consumer preference for functional and fashionable add-ons via mobile phone accessories,
heightened security concerns and the expansion of smart home ecosystems including home cameras, and the growing
need for travel convenience and asset tracking.
Charging solutions have emerged as a dominant force within the consumer devices market, led by power banks, fast
chargers, and wireless chargers. The category is estimated at ₹28 billion (US$0.3 billion) in Financial Year 2025,
growing from ₹8 billion (US$0.1 billion) in Financial Year 2020 at a CAGR of 29%. The market is further projected
to grow at a CAGR of 25-29% between Financial Year 2025 and Financial Year 2030 to reach ₹86-102 billion (US$1-
1.2 billion) by Financial Year 2030. The proliferation of smartphones and other portable devices has fuelled demand
for efficient and versatile charging options. Power banks have become essential accessories for on-the-go consumers,
while fast chargers cater to the need for quick power replenishment. Advancements in charging technologies and the
increasing adoption of wireless charging capabilities in various devices are also leading to the growth of charging
solutions. Additionally, the standardisation of charging technologies across devices, such as the widespread adoption
of USB Type-C and Qi wireless charging has simplified the charging experience, enabling consumers to use a single
charger for multiple devices, enhancing convenience, and driving further growth in the sector.
Home security, particularly security cameras, represents another rapidly growing segment within consumer devices.
The category is estimated at ₹11 billion (US$0.1 billion) in Financial Year 2025 and projected to grow at 13-15%
CAGR between Financial Year 2025 and Financial Year 2030 to reach ₹21-23 billion (US$0.2-0.3 billion) by
Financial Year 2030. This surge is attributed to rising safety concerns, especially in urban areas and among nuclear
families. The advent of smart home ecosystems has further accelerated the adoption of these devices, with consumers
seeking integrated solutions that offer remote monitoring and control capabilities. As technology continues to advance,
the home security segment is expected to see further innovations, including seamless integration with other smart
home devices.
Section 3: Competitive Landscape and Right to Win
In the consumer devices market, a company's right to win is rooted in the interconnection of brand strength,
continuous innovation, consumer understanding and operational agility. By leveraging local manufacturing,
companies can enhance responsiveness and reduce costs, enabling them to invest in continuous innovation that
meets the evolving demands of diverse consumer segments. This strategic focus not only allows for effective
targeting of different consumer segments through tailored channel strategies but also strengthens brand power by
building trust and loyalty through consistent quality and after sales support.
The Indian consumer devices market, particularly in audio and wearables, is characterized by rapid innovation and
shifting competitive dynamics. While global players dominated the market in Financial Year 2020, Indian brands have
successfully captured significant pie of the market by Financial Year 2025, particularly in personal audio and
wearables segments. This transition has been driven by Indian players' ability to offer feature-rich products at
competitive price points, catering to local consumer preferences. Although online channels initially dominated sales
for smaller items, offline retail has gained importance, particularly for high involvement purchases and premium
segments such as soundbars and home stereo systems. In India, consumers increasingly prefer in-store experiences for
such products, driving offline retail growth through expanded brand stores and retail chain presence in key urban
centres. The market is shifting from unbranded to branded products, with consumers prioritizing products for quality,
reliability, and after-sales service. This shift has been prevalent between Financial Year 2020 to Financial Year 2025
evidenced by branded segments growing faster than the unbranded segment. The following factors are quintessential
for companies to win in this market:
Fig. 16: Key winning levers in the Consumer Devices Industry
170Source(s): Redseer Research and Analysis
A. Brand power enhances recall, builds trust, and differentiates companies through consistent quality, innovative
features, and strong customer support.
Brand power plays an important role in serving as a significant right to win for companies as the category is
characterized by high consumer engagement and frequent purchase cycles. Consumers often consider multiple factors
when purchasing the products, with brand name being a key influencer in their decision-making process. A strong
brand name aids in recall, builds trust, and serves as a proxy for quality in the minds of consumers. Consequently, the
contribution of branded players has increased in multiple segments such as personal audio, large audio increasing
from 51% and 71% to 77% and 75% respectively between Financial Year 2020 and Financial Year 2025 in value
terms.
Indian brands are gaining market share in personal audio and wearables due to their understanding of local consumer
preferences, competitive pricing, and rapid innovation. With a focus on stylish designs and smart features, Indian
brands have successfully resonated with young consumers who prefer affordable, high-quality products. The
contribution of the Indian brands has increased from 15% in Financial Year 2020 to 48% in Financial Year 2025 in
personal audio by value and from 15% in Financial Year 2020 to 63% in Financial Year 2025 in wearables by value.
Brand power is further reinforced through consistent product quality, innovative features, and strong customer support.
After-sales service and warranty programs play a crucial role in building brand loyalty, as consumers value reliability
and longevity in their devices. To ensure success, brands must focus on continuous innovation, maintaining product
quality, and providing excellent customer experiences. In addition to these factors, forming strategic partnerships with
complementary brands in fashion, fitness, and sports can significantly enhance brand visibility and appeal.
Collaborations with fitness influencers or fashion labels can create unique product bundles that resonate with target
audiences, driving consumer interest and expanding market reach. Such partnerships not only leverage shared
customer bases but also foster innovation by combining expertise from different industries, ultimately enhancing the
overall consumer experience and reinforcing brand loyalty.
B. Continuous innovation is essential for maintaining competitiveness and meeting the evolving needs of
consumers, as it enables differentiation and enhances functionality
Rapid innovation in audio and wearables is driven by consumer demand for advanced and superior products. This
demand is particularly from younger demographics such as millennials and Gen Z which necessitates agile research
and development responses from companies. Innovation in this sector is multifaceted, encompassing technological
advancements, design improvements, and enhanced functionality.
Advanced technologies such as ANC (Active noise cancellation) and spatial audio are significantly improving user
experiences. ANC technology effectively minimizes the background noise which is particularly advantageous in open
office sitting or during travel. Spatial audio, on the other hand, creates a more immersive and realistic listening
experience by simulating three-dimensional sound. The innovation in wearables is enhancing capabilities for
171personalized health monitoring and insights. Advanced technologies are enabling continuous, non-invasive tracking
of vital signs and health metrics, allowing users to monitor their conditions with greater ease and accuracy. These
advancements facilitate real-time data collection and support proactive health management, empowering users to make
informed decisions about their well-being.
Continuous innovation is also critical for brands to stay ahead of the market, set industry benchmarks, and establish
themselves as the de facto leader in their category. By consistently introducing cutting-edge features, companies can
shorten upgrade cycles and create a strong consumer desire for the latest advancements, encouraging frequent adoption
of new products.
The emphasis on functionality has given rise to multi-purpose devices that seamlessly integrate into users' daily lives.
To accelerate innovation, Indian companies are collaborating with foreign technology firms, leveraging global
expertise to enhance their product offerings. These collaborations enable the integration of advanced technologies and
design elements, improving the competitiveness of Indian manufacturers in the global market while meeting the
evolving needs of consumers. Further, the exclusivity of such partnerships allows the brands to create unique and
differentiated products. By collaborating with complementary brands, companies can combine strengths and
resources, resulting in innovative solutions that appeal to consumers. The success of such partnerships is evident in
their ability to generate excitement and exclusivity around new product launches, ultimately enhancing brand loyalty
and market presence.
C. Companies must understand different consumer segments and leverage channel strategies to effectively cater to
them.
Understanding evolving consumer preferences is essential for targeting specific demographics and geographies. For
instance, price-sensitive consumers prioritize value-for-money products that offer durability and long battery life.
These consumers seek devices that provide essential features at an affordable price point. On the other side tech-savvy
consumers demand products with premium features, IoT connectivity, and superior design. These consumers are
willing to pay a premium for products that offer advanced functionalities and personalization. Additionally, these
consumers place a high value on aesthetics and ergonomics, expecting devices to be functional, stylish and
comfortable.
As a result, channel plays a vital role in reaching out to the targeted customer segments. Online channels play a crucial
role across various product segments, offering pricing transparency, convenience, and an extensive selection that
caters to a wide range of consumer needs. These platforms provide features such as easy price comparisons, access to
user reviews, and exclusive deals, which enhance the shopping experience. Additionally, quick commerce is
transforming the retail landscape by delivering not only unprecedented speed but also a wider assortment of products.
Consumers can receive their orders within minutes, while enjoying a broad selection of high-demand electronics, such
as personal audio and wearables. This rapid delivery model addresses the growing demand for instant gratification,
while the wide assortment ensures greater variety and convenience in product offerings. With these features, online
platforms continue to drive market expansion across multiple categories. Conversely, offline retail remains crucial for
high-involvement purchases and premium categories, where experiential retail drives consumer engagement. Physical
stores offer tangible product experiences, expert guidance, and immediate gratification, which are particularly valued
by consumers seeking premium features in their devices. The distinction in channel preferences underscores the need
for brands to adopt an omnichannel strategy, effectively catering to both value-conscious and premium-seeking
consumers across online and offline platforms.
Additionally, channel-specific promotions play a crucial role in driving sales and customer engagement, with online
platforms often featuring flash sales and limited-time offers, while offline channels can focus on exclusive product
launches. These targeted promotional strategies help brands maximize their reach and appeal to diverse consumer
segments across different channels.
D. Local manufacturing enhances operational agility and competitiveness in the audio devices and wearables
industry by reducing cost and improving market responsiveness.
Operational agility and competitiveness can be achieved through local manufacturing along with an integrated
manufacturing process. As the companies achieve economies of scale, production costs can be reduced leading to
competitive pricing. Local manufacturing also enables companies to avoid the 20% import duties associated with
172completely built-up products, further reducing costs and improving price competitiveness. This localization strategy
allows for greater control over production processes, enabling rapid product iterations, improved market
responsiveness, and enhanced supply chain resilience by reducing dependency on international networks.
Additionally, local production facilities facilitate regional-specific customization, allowing companies to tailor
products to local preferences, cultural nuances, and regulatory requirements, further strengthening their market
position.
The Indian government has played a crucial role in stimulating local manufacturing through various initiatives. The
implementation of the Phased Manufacturing Programme (PMP) from April 2022 has significantly boosted domestic
production, with India manufacturing ₹8,000 crore worth of electronic wearables (which includes wearables, personal
audio and electronic meters) in Financial Year 2023. These measures have created a conducive environment for
companies to establish and expand their local manufacturing capabilities demonstrated through an increase in domestic
shipments.
Imagine Marketing Limited (boAt) has emerged as the largest company in India in branded personal audio in
value and volume terms in financial year 2025 and the 4th largest company globally in branded personal audio
in volume terms. Indian companies have emerged as dominant forces in the audio and wearables industry, with
Imagine Marketing Limited (boAt) solidifying its position as the largest company in branded personal audio and 5th
largest company in branded smartwatches in value terms in financial year 2025 in India, as per IDC. Further, as per
IDC, the company has demonstrated rapid growth since 2020, growing at 23 % CAGR in value terms from financial
year 2021 to financial year 2025 in branded personal audio and branded smartwatches combined.
Personal Audio:
As per IDC, Imagine Marketing Limited (boAt) has grown its sales in value terms from the branded personal audio
segment at a CAGR of 19% between financial year 2021 and 2025, compared to the overall industry, which has grown
at a CAGR of 12% in the same time frame in India. For financial year 2025, Imagine Marketing Limited (boAt) was
ranked #1 in India among branded personal audio companies in value and volume terms with a market share of 26%
in value terms (which is more than 2 times the average market share of the #2 and #3 companies and more than 3.5
times the share of next Indian company, and 34% in volume terms (which is more than 3 times the average of market
share of the #2 and #3 companies in the category) as per IDC.
As per IDC, Imagine Marketing Limited (boAt) has been consistently ranked #1 in India among branded personal
audio companies in volume terms for each year between financial year 2020 and financial year 2025, and ranked #1
in value terms for each year between financial year 2021 and financial year 2025.
Moreover, as per IDC, for financial year 2025, Imagine Marketing Limited (boAt) was ranked #1 branded personal
audio company in the offline channel in India in terms of value. For financial year 2025, Imagine Marketing Limited
(boAt) achieved a market share of 20% by value in branded personal audio category driven by its portfolio with price
points between ₹2,000 to ₹3,000 compared to 16% by value in India as of financial year 2024 as per IDC. For Financial
year 2025, Imagine Marketing Limited (boAt) achieved a market share of 21% by value in branded personal audio
category driven by its portfolio with price points between ₹2,000 to ₹5,000 compared to 12% by value in India as of
financial year 2024 as per IDC.
Fig. 17: Imagine Marketing Limited (boAt) vs Next Top 9 Companies - Annual Sales by value (in ₹ million) for branded personal
audio (Financial Year 2021, Financial Year 2025)
173Note(s):
1. Next Top 9 Companies have been defined as the next Top 9 Companies for Financial Year 2025, and the industry average is defined as the
average of their annual sales of combined personal audio by value in ₹ million; 2. Next Top 9 companies include Apple, OPPO, Samsung, Boult,
Realme, Nexxbase, Sony, Mivi, Nothing
Source(s): IDC, Redseer Research and Analysis
The gap between Imagine Marketing Limited (boAt) and its competitors has widened, with the company
outperforming its peers in terms of sales and market penetration as demonstrated below:
Fig. 18: Top - Market Share of Imagine Marketing Limited (boAt) by value in the Branded personal audio in India in Financial
Year 2021 and Financial Year 2025; Bottom - Market Share of Imagine Marketing Limited (boAt) by value in the Branded TWS in
India in Financial Year 2021 and Financial Year 2025
(Market Share and Positions are by company)
Note(s):
Top- Next 2 companies: Apple, Oppo; Remaining 5 companies: Samsung, Boult, Realme, Nexxbase, Sony; Bottom- Next 2 companies: Apple, Oppo,
remaining 5 companies: Boult, Samsung, Realme, Nexxbase, Mivi.
Source(s): IDC, Redseer Research and Analysis
TWS:
As per IDC, for the TWS subcategory, Imagine Marketing Limited (boAt) has been consistently ranked #1 in India in
volume terms between financial year 2021 and financial year 2025 and in value terms between financial year 2023 to
financial year 2025.
Moreover, for the TWS sub-category, as of financial year 2025, Imagine Marketing Limited (boAt) is ranked #1 in
174India among TWS companies in value and volume terms with a market share of 25% in value terms (which is almost
2 times the average of market share of the #2 and #3 companies and more than 2.5 times the share of next Indian
company) and 34% in volume terms (which is 3 times the average of market share of the #2 and #3 companies in the
category), as per IDC.
"boAt" was also the first scaled brand in the personal audio category to launch head tracking TWS for less than ₹4,000
(scaled brand is defined as having revenue from operations exceeding ₹5,000 million as of Financial Year 2024).
Large Audio:
"boAt" is among the top three brands in value terms in large audio as of Financial Year 2025 in India.
Smartwatches:
For the period between October 2020 and September 2021, Imagine Marketing Limited (boAt) became the #2
company by volume in the branded smartwatch category in India as per IDC. This milestone was reached within one
year of launching its smartwatch products. For the financial year 2025, Imagine Marketing Limited (boAt) was ranked
as #5 company in India among smartwatch companies by value and #2 in volume terms with a market share of 9% in
value terms and 13% in volume terms as per IDC.
Charging Solutions:
"boAt" is among the top three players in charging solutions in value terms as of Financial Year 2025.
boAt was consistently India’s most-searched personal audio brand on Google Trends between April 2022 and June
2025.
Fig 19: Google search trend results for boAt and peers
(Quarterly Aggregate Score, April 2022 to June 2025)
Note(s): Searches include earbuds from leading personal audio brands
Source(s): Google Trends, Redseer Research and Analysis
As per IDC, Imagine Marketing Limited (boAt) has consistently ranked among the top 5 global branded personal
audio companies by volume over the past 5 years. In contrast, no Indian company was ranked among the top 5 global
branded personal audio companies in the branded personal audio category by volume over the past 5 years (Financial
Year 21-25).
As per IDC, Imagine Marketing Limited (boAt) was ranked as the #4 company globally in volume terms across
branded personal audio for financial year 2025.
Redseer also validated the following claim statements:
175• As of Financial Year 2025, "boAt" is the third-largest digital-first brand in India in terms of revenue from
operations
• Among digital-first brands that have achieved revenue from operations of ₹15,000 million and above as of
Financial Year 2024, "boAt" ranks among the top two in capital efficiency (defined as revenue from
operations divided by primary capital raised)
• According to Time and Statista World’s Best Brands Report 2024, within the consumer electronics industry,
"boAt" was ranked as the #1 brand in India in personal audio, speakers, and gaming hardware & peripherals
categories and #2 in wearables category
• "boAt" was the first in India to bring turn-by-turn navigation without GPS and custom watch studio into
smartwatches in 2024.
• "boAt" has launched an industry-first head tracking TWS with Dolby for less than ₹5,000.
• As of 3rd September 2025, boAt has an average rating of 4.1 across best-selling SKUs in the personal audio
category on leading e-commerce marketplaces. Among these, 67% of boAt's SKUs have an average rating
of 4 or higher. Additionally, boAt products such as Nirvana Ion, Airdopes Supreme, and Rockerz 255 Pro+
are rated 4 or higher (out of 5) with over 1,000,000 reviews collectively on leading e-commerce marketplaces.
• As of 3rd September 2025, boAt has an average rating of 4.1 across its best-selling SKUs in the smartwatches
category on leading e-commerce marketplaces. Among these, 71% of boAt SKUs have an average rating of
4 or higher. Additionally, boAt products such as Storm Call 3, Wave Sigma 3, and Lunar Embrace are rated
4 or higher (out of 5), with over 390,000 reviews collectively on leading e-commerce marketplaces.
• As of 3rd September 2025, boAt has an average rating of 4.2 across its best-selling SKUs in the large audio
category on leading e-commerce marketplaces. Among these, 81% of boAt SKUs have an average rating of
4 or higher. Additionally, boAt products such as Stone 350, Stone 350 Pro, and Aavante Bar 600 are rated 4
or higher (out of 5), with over 237,000 reviews collectively on leading e-commerce marketplaces.
Section 4: Global Opportunities
Indian digital-first consumer device brands have significant opportunities for global expansion, particularly in the
Middle East, South-East Asia, and SAARC regions, where rising incomes, increasing smartphone penetration, and
expanding online retail channels are driving demand. These geographies reveal a critical gap in the aspirational
category, as markets are predominantly served by either low-cost imports or high-end premium goods, leaving a
vacuum for ‘value-for-money’ products. By leveraging these trends and targeting Indian diaspora communities,
and offering such products with localized features, brands can establish a competitive edge and capitalize on the
growing premiumization and aspirational consumption in these markets.
Consumer device brands have a substantial opportunity for global expansion, driven by the universal appeal of their
products. Brands can capitalize on the widespread demand for versatile products that address similar use cases across
different regions by adapting to local preferences while preserving essential functionalities. This trend is observed
across wider electronics segment as well, including but not limited to, smartphones, televisions, appliances etc.
Indian digital-first consumer devices brands too can access this opportunity, starting with similar & adjacent
geographies to India such as Middle East, South-East Asia and SAARC. These markets, including the Middle East,
South-East Asia, and the South Asia (Sri Lanka, Nepal and Bangladesh), collectively represent an addressable market
of approximately US$9.5 billion for audio and wearables in Financial Year 2025. The large size of these markets,
along with the increasing penetration of online retail provides a favourable environment for growth. Additionally, the
substantial Indian diaspora in markets such as the United Arab Emirates, other Middle Eastern countries, Nepal, and
broader South Asia represents a significant customer base with tastes and preferences similar to those in India. This
demographic is likely to be receptive to Indian brands they may already be familiar with. By focusing on markets with
high concentrations of Indian expatriates, brands can tailor their offerings to meet specific preferences while
leveraging digital platforms for effective distribution. Deploying this strategy not only facilitates market entry but
176also aids in brand building, which is essential for establishing a competitive edge. A strong brand presence will
enhance recognition and loyalty, ultimately contributing to long-term success in these geographies.
Fig 21. Global Market- Middle East, South-East Asia and SAARC
Financial Year 2025, (US$ billion)
Note(s): SEA (South East Asia) includes Indonesia, Singapore, Vietnam, Malaysia and Thailand; Middle East (ME) includes Saudi Arabia, United
Arab Emirates, Oman, Qatar and Bahrain and SAARC includes Sri Lanka, Nepal and Bangladesh only
Source(s): Redseer Research and Analysis
The consumer devices market in the Middle East is characterized by a growing population with increasing disposable
incomes and a strong affinity for quality products. High GDP per capita in many countries such as Kingdom of Saudi
Arabia, United Arab Emirates, Qatar, Oman, and Bahrain drive consumer spending on premium devices, reflecting a
trend towards premiumization. While a few established global brands exist on premium end and China imports on the
budget end, there is a notable lack of brands in the aspirational segment. The aspirational class largely consists of
skilled professionals from Western and Asian countries who are inclined towards products that offer advanced features
and align with their lifestyle aspirations. This evolving market places a premium on technological upgrades, with
consumers appreciating advanced features such as high-quality TWS earbuds equipped with ANC, smartwatches that
integrate health tracking with ecosystem support, and aesthetically pleasing home audio systems.
The Southeast Asian consumer devices market is experiencing growth trends similar to those observed in India. As
consumers become more aspirational, there is a growing preference for premium goods, particularly as smartphone
penetration continues to rise, leading to heightened demand for various consumer devices. The market is primarily
dominated by established smartphone manufacturers, but there is also a strong appreciation for value-for-money
products among consumers. For instance, the high-income population particularly in Singapore exhibits a significant
penetration of premium products, however, most of the Southeast Asian population in Indonesia, Vietnam, Thailand
is witnessing increased incomes across various demographics, creating fertile ground for aspirational brands.
Additionally, the online retail channel is expanding rapidly, fuelled by heavy content consumption and the emergence
of localized e-commerce platforms. As the region sees upward mobility and increased device penetration beyond
major urban centres, consumers are placing greater emphasis on features such as durability, battery life, and design.
Smartwatches are witnessing a trend toward premiumization, with a focus on health and fitness metrics, while home
audio systems are gaining traction in the aspirational segment.
The consumer devices market in the SAARC region beyond India, specifically in Bangladesh, Sri Lanka, and Nepal,
is marked by a predominantly low-income population. Most of the consumers tend to purchase unbranded items or
private label imports from China, as well as offerings from small scale local brands. Recent inflationary pressures and
macroeconomic challenges have further compelled consumers to be more discerning in their purchasing decisions,
leading to a strong demand for affordable and budget-friendly products. However, the increasing penetration of
smartphones and the growth of online marketplaces present a significant opportunity for brands to enter this market.
By positioning themselves within a competitive price range, brands can effectively cater to the needs of the mass
177market, offering quality products that resonate with consumers seeking value without compromising on essential
features.
Section 5: Threats & Challenges
A consumer device brand aiming to expand across India and extend its geographical reach beyond India, can face the
following challenges:
1. Increasing competition: The consumer devices market is becoming increasingly competitive with both
established global brands and emerging local players that necessitates companies to innovate continuously
while maintaining competitive pricing.
2. Need to maintain pace of product innovation: Continuous innovation in product development and the
addition of new features are essential to maintaining consumer engagement and preventing a decline in
demand across categories.
3. Supply chain disruptions: Global supply chain issues, including shortages of key components and logistical
challenges, can hinder production capabilities and delay product launches, impacting a company's ability to
meet market demand.
4. Building brand recognition for international expansion: While brands can be well-regarded domestically,
they may need consistent efforts to establish brand recognition and credibility in international markets.
178OUR BUSINESS
Some of the information in this section, including information with respect to our business plans and strategies,
contain forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking
Statements” on page 26 for a discussion of the risks and uncertainties related to those statements and also the section
“Risk Factors” on page 28 for a discussion of the risks that may affect our business, financial condition, or results
of operations, and “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 269 and 356, respectively, for a discussion of certain factors
that may affect our business, financial condition or results of operations. Our actual results may differ materially from
those expressed in or implied by these forward-looking statements. See also “Definitions and Abbreviations” on page
1 for certain terms used in this section.
We have included several operational and financial performance indicators in this Updated Draft Red Herring
Prospectus-I. The manner in which such operational and financial performance indicators are calculated and
presented, and the assumptions and estimates used in such calculations, may vary from that used by other companies
in India and other jurisdictions.
Unless otherwise indicated, industry and market related data used in this section have been derived from the report
titled “Industry Report on Consumer Devices” dated October 17, 2025 (the “Redseer Report”), prepared and
released by Redseer Strategy Consultants Private Limited (“Redseer”), which has been paid and commissioned for
by our Company pursuant to an engagement letter dated December 19, 2024 for the purpose of confirming our
understanding of the industry we operate in, exclusively in connection with the Offer. The Redseer Report is available
on the website of our Company at www.boat-lifestyle.com until the Bid/Offer Closing Date and has also been included
in “Material Contracts and Documents for Inspection – Material Documents” on page 470. The data included herein
includes excerpts from the Redseer Report and may have been re-ordered by us for the purposes of presentation. There
are no material parts, data or information (which may be relevant for the Offer) that have been left out or changed in
any manner. Unless otherwise indicated, financial, operational, industry and other related information derived from
the Redseer Report and included herein with respect to any particular year refers to such information for the relevant
financial year. See “Certain Conventions, Use of Financial Information and Market Data and Currency of
Presentation – Industry and Market Data” and “Risk Factors —Certain sections of this Updated Draft Red Herring
Prospectus-I contain information from the Redseer Report, which has been exclusively commissioned and paid for by
us, and any reliance on such information for making an investment decision in the Offer is subject to inherent risks”
on pages 23 and 58, respectively.
Unless the context otherwise requires, in this section, references to “we”, “us”, “our”, “the Company” or “our
Company” refers to ‘Imagine Marketing Limited’. Our Company’s Financial Year commences on April 1 and ends
on March 31 of the immediately subsequent year, and references to a particular Financial Year are to the 12 months
ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial
information as of and for the three month periods ended June 30, 2025, and June 30, 2024, and the Financial Years
2025, 2024, and 2023 included herein is derived from the Restated Consolidated Financial Information included in
this Updated Draft Red Herring Prospectus-I on page 269.
OVERVIEW
Our brand “boAt” was ranked the largest brand1 in the branded personal audio category in India, with a market share
of 26% in value terms and 34% in volume terms for the Financial Year 2025 (Source: Redseer Report). Our company
operates primarily under the “boAt” brand, which we launched in 2015, and we are focused on offering audio,
wearables and charging solutions products that cater to India’s rapidly growing cohort of young, digitally native and
technology and trend-conscious customers. Over time, our brand “boAt” has become synonymous with the categories
in which it is present, particularly in audio. Our brand “boAt” has been consistently ranked #1 in India among branded
personal audio companies in volume terms for each year between Financial Year 2020 and Financial Year 2025
(Source: Redseer Report). Further, our brand “boAt” was the third largest digital-first brand in India2 in terms of
revenue from operations for the Financial Year 2025 (Source: Redseer Report). Furthermore, globally, our brand
“boAt” was ranked as the fourth largest brand in terms of volume across branded personal audio for the Financial
Year 2025 (Source: Redseer Report). During Financial Year 2025, we sold over 34 million units of our products in
1
In this section, the brand ‘boAt’ is the brand by which Imagine Marketing Limited presents itself.
2
Digital-first brands are defined as those brands which generate over 60% of gross sales from online channels.
179India.
We believe that our digital-first business model provides us with a distinct competitive edge over traditional consumer
brands by enabling: (i) enhanced reach to new-age consumers, (ii) greater accessibility through online channels, (iii)
a wider assortment of product offerings across sub-categories, and (iv) the ability to rapidly create innovative product
lines tailored to evolving consumer needs. These inherent advantages, combined with our scale and operational agility,
enable us to respond quickly to customer preferences, delivering customized products with faster time-to-market and
a strong value proposition, as demonstrated by our leadership positions within the categories in which we operate.
Our Products and Market Positions
Our Company primarily operates under the brand “boAt”, which we launched in 2015, in the consumer electronics
industry. We offer a large portfolio of mass premium lifestyle-oriented and technology-focused products at accessible
price points to cater to India’s growing cohort of young, digitally native and technology and trend-conscious
customers. While we initially began our journey in the audio category (comprising personal audio and large audio),
we have expanded our product mix over the years to enter into adjacent categories including wearables (comprising
smartwatches and smart rings) and charging solutions (comprising cables, chargers and power banks). We offer and
sell our products through online marketplaces, our D2C website, and offline retailers and distributors.
• Audio: We entered the audio market in India with the launch of our brand “boAt”, having identified this
category as one with significant growth potential. Our strategy focused on disrupting the incumbent industry
landscape by introducing distinctive, aspirational products with a clear value proposition, while maintaining
accessible price points to address a large portion of the overall market. By differentiating our product offerings
with well-designed, lifestyle-oriented, technology-enabled products indigenized to the Indian market, we
launched a wide range of products for specific-use cases and sub-segmented users. In the audio category, we
now offer products across (i) “personal audio” which includes (a) “wireless personal audio” covering true
wireless stereo (“TWS”) products, wireless earphones (neckbands), wireless headphones, and (b) “wired
headphones and earphones” and (ii) “large audio” which includes Bluetooth speakers, home theatre systems,
sound bars and party speakers. Our leadership in the audio category extends across both personal audio and
large audio:
o Personal Audio: For the Financial Year 2025, we were ranked #1 in India among branded personal
audio companies with a market share of 26% in value terms and 34% in volume terms (Source:
Redseer Report). Further, our brand “boAt” has been consistently ranked #1 in India among branded
personal audio brands in volume terms for each year between Financial Year 2020 and Financial
Year 2025, and ranked #1 in value terms for each year between Financial Year 2021 and Financial
Year 2025 (Source: Redseer Report). Within branded personal audio, the TWS sub-category
accounts for 70% of the market in value terms in the Financial Year 2025 (Source: Redseer Report),
and within this sub-category, the “boAt” brand has been consistently ranked #1 in India in volume
terms between Financial Year 2021 and Financial Year 2025 and value terms between Financial
Year 2023 and Financial Year 2025 (Source: Redseer Report).
o Large Audio: Our brand “boAt” has also established a strong presence in the large audio category,
including home theatre systems, soundbars, and party speakers. For the Financial Year 2025, “boAt”
was among the top three brands in value terms in large audio in India (Source: Redseer Report).
• Wearables: We identified wearables as a category with a large market potential and growth dynamics similar
to the audio category. To pursue this opportunity, in October 2020, we launched smartwatches under the “boAt”
brand, further establishing our brand positioning in the broader consumer technology segment. Further, in July
2024, we launched our ‘Smart Ring’ product range, including the ‘Smart Ring Active’, which features a
premium, lightweight stainless-steel design. For the Financial Year 2025, the smartwatch sub-category
accounted for ~93% of the wearables market in value terms and during this period, we ranked as the #2 brand
in India among the branded smartwatch category by volume with a 13% market share and #5 by value with a
9% market share (Source: Redseer Report).
• Others: Leveraging the strong equity of our brand “boAt” and our well-established retail channels, we have
expanded our business into charging solutions covering cables, chargers and power banks, and which
180complement our existing audio and wearables product portfolio. For the Financial Year 2025, “boAt” was
among the top three brands in the charging solutions category in value terms (Source: Redseer Report).
Our product portfolio continues to be anchored by our strong presence in audio, with a consciously balanced approach
to wearables and other offerings, reflecting evolving market trends and consumer preferences. While we began our
operations as a solely audio-focused business, during the three month period ended June 30, 2025, 79.10% of our
revenue from operations (sale of products) was derived from the audio category, 12.68% from the wearables category,
and 8.22% from others (charging solutions).
The graphic below sets out our product portfolio across categories:
A timeline highlighting our key products as well as significant milestones since the launch of our brand “boAt” till
June 30, 2025, is set out below:
181Our Brand
A key driver of our market leadership has been the strength of our brand “boAt”, which enjoys high recall and
engagement with consumers primarily across the audio and wearables categories, providing us with a significant
competitive advantage in the marketplace. As an Indian brand, we have adopted a lifestyle-oriented, technology-driven
approach to brand positioning, focusing on the needs of young, digitally enabled and technology and trend-conscious
consumers in India. Our brand identity reflects a commitment to being a technology democratizer, staying aligned
with evolving social dynamics in the markets in which we operate, and proudly representing our Indian heritage.
Consequently, our products are well researched and thought-through, have trendy designs, and lifestyle-relevant
technological elements (for instance, most of our wireless personal audio products are IPX-certified and sweat-
resistant to suit the Indian climate), and are technology-driven with distinctive features such as spatial audio, active
noise cancellation in wireless personal audio, and turn-by-turn navigation and custom watch face studio in
smartwatches. Increasingly, our products are designed, engineered, and manufactured in India, thereby enabling us to
offer premium features at accessible price points and further proudly re-enforcing our Indian heritage. Our brand
positioning has resonated with our target consumers and has helped us build a relationship based on trust and affinity,
which is evidenced by our community of over 20 million “boAtheads” (i.e., customers engaged with our digital
ecosystem across our website and applications), as of June 30, 2025.
Set out below are certain recognitions received for our brand “boAt”:
• “boAt” was awarded the #1 brand in India in the personal audio, speakers, gaming hardware and peripherals
categories and #2 brand in wearables category, within the consumer electronics industry, according to Time
and Statista World’s Best Brands Report 2024 (Source: Redseer Report);
• “boAt” was recognized as “India’s Most Trusted Large Audio, Personal Audio and Wearables Brand in 2024”
by TRA’s Brand Trust Report 20243; and
• “boAt” was consistently India’s most searched personal audio brand on Google Trends between April 2022
and June 2025 (Source: Redseer Report).
These recognitions demonstrate that we have been able to replicate the success of “boAt” brand across our product
portfolio in line with our vision to develop a portfolio of products across multiple lifestyle-oriented, technology-
focussed categories.
Our Channels
As a digital-first consumer products company, we initially scaled through established e-commerce marketplaces,
leveraging their extensive reach to penetrate across India and to build brand affinity with consumers. Over time, we
have diversified our online presence through our direct-to-consumer website, as well as the rapidly growing quick
commerce platforms, enabling deeper consumer engagement and convenience as well as achieving diversification
within our online business. Furthermore, we have also been committed to making our products accessible to an even
wider audience by enhancing our presence across a wide variety of channels, and to that end, we have significantly
grown our offline footprint over the past several years, reaching more than 12,000 offline retailers across 25 states and
five union territories, with a distribution network comprising 112 distributors and a presence at all leading
omnichannel retailers including Croma and Vijay Sales as of June 30, 2025. This strategic focus has made us the #1
personal audio brand in the offline channel in India in terms of value for the Financial Year 2025 (Source: Redseer
Report). Consequently, our revenue from operations (sale of products) by channel has evolved over the last few years
as contribution of offline sales has steadily increased from 27.69% during the Financial Year 2023 to 28.35% during
the three month period ended June 30, 2025.
The table below sets out our revenue from operations (sale of products) by channel for the periods and Financial Years
mentioned:
3 Large audio includes wireless speakers and home cinema & speaker systems; Personal Audio includes TWS, headphones, neckbands and wired
earphones; Wearables include smartwatches, activity bands and smart rings.
182For the three month periods ended June
For the Financial Year
30,
2025 2024 2025 2024 2023
Revenue As a
from As a As a percent As a As a
operation percenta percenta age of percenta percenta
s (sale of ge of ge of revenu ge of ge of
products) revenue revenue e from revenue revenue
(in ₹ (in ₹ (in ₹ (in ₹ (in ₹
by from from operati from from
million) million) million) million) million)
channel operatio operation on (sale operatio operatio
n (sale of (sale of of n (sale of n (sale of
products products) produc products products
) (in %) (in %) ts) (in ) (in %) ) (in %)
%)
4,497.94 71.65 4,098.82 72.30 21,660.72 70.55 22,359.3 71.78 24,306.7 72.31
Online
5 2
1,779.93 28.35 1,570.33 27.70 9,043.15 29.45 8,790.33 28.22 9,309.99 27.69
Offline
Revenue 6,277.87 100 5,669.15 100 30,703.87 100 31,149.6 100.00 33,616.7 100.00
from 8 1
Operatio
ns (Sale
of
products)
In addition to expanding our distribution within India, we have initiated expansion of our products across multiple
channels in select overseas markets such as the Middle East, as well as Nepal and other South Asian countries, that
have a large Indian diaspora or population with similar tastes and preferences as India (Source: Redseer Report).
Set forth below is a split of revenue generated domestically and from exports for the three month periods ended June
30, 2025 and June 30, 2024 and the Financial Years 2025, 2024 and 2023:
Particular For the three For the three For the Financial For the Financial For the Financial
s month period month period Year 2025 Year 2024 Year 2023
ended June 30, ended June 30,
2025 2024
(in ₹ (in %) (in ₹ (in %) (in ₹ (in %) (in ₹ (in %) (in ₹ (in %)
million) million) million) million) million)
India 6,233.7 99.30 5,663.9 99.91 30,587.7 99.62 31,044.7 99.66 33,577.0 99.88
0 % 8 % 6 % 6 % 0 %
Exports to:
Bangladesh Nil - Nil - Nil - Nil - 0.23 0.00%
Brazil Nil - Nil - Nil - 25.59 0.08% Nil -
Mexico Nil - Nil - Nil - 20.26 0.07% Nil -
Nepal 15.42 0.25% 5.17 0.09% 55.20 0.18% 44.46 0.14% 39.48 0.12%
United 23.58 0.38% Nil - 59.01 0.19% 14.62 0.05% Nil -
Arab
Emirates
Sri Lanka 3.28 0.05% Nil - 1.90 0.01% Nil - Nil -
Kenya 1.89 0.03% Nil - Nil - Nil - Nil -
Our Operations
Building strong capabilities across product development and research and development (“R&D”), alongside sourcing
and manufacturing have been key areas of focus for us given these are key functions that are critical to our long-term
success. The graphic below highlights the key constituents of our back-end engine:
183Product Development, R&D and Innovation
Innovation is an integral part of our cultural DNA, and we pride ourselves on our track record of consistently
introducing new products with differentiated features and use cases. Our ability to do so has been enabled by several
strategic pillars within our product development and R&D function. We have established a robust foundation of
innovation through boAt Labs and entered into collaborations with global technology leaders. boAt Labs serves as a
center of excellence for our product design and development, housing a team of 101 engineers specializing in
hardware, firmware, and software innovation as of June 30, 2025.
In the audio category, through boAt Labs, we have developed a proprietary technology stack encompassing internet-
of-things (“IoT”) solution design, cloud development, and embedded software, enabling us to custom-design and
modularize components such as printed circuit boards (“PCBs”). This scalable platform architecture allows us to bring
multiple products to market faster and at lower costs. Further, through collaborations with technology leaders such as
Dolby, BES, Wuqi, we have integrated advanced features, including Dolby-enabled audio, spatial audio, and
personalized audio technology, into our offerings, further enhancing the quality and accessibility of our products. We
have leveraged in-house R&D capabilities and collaborations to foray into the aspirational price segments through our
sub-brand “Nirvana”, which offers premium, differentiated audio products.
In the wearables category, our proprietary in-house operating system, Crest OS powers our smartwatches. This
technology stack enables us to provide features such as NFC-based tokenized payments, advanced fitness tracking,
and enhanced battery performance, including industry-first features such as turn-by-turn navigation and custom watch
studio with a faster time-to-market compared to industry standards.
Supply Chain and Manufacturing
With a focus on delivering a diverse range of high-quality products at scale and accessible price points, we have
invested significantly in strengthening the resilience of our supply chain with the goal of enhancing operational agility
and improving the cost competitiveness of our products. Our manufacturing model involves the sourcing of required
components from our trusted suppliers, the customization of these components based on our product design
requirements, and working closely with our Joint Venture and contract manufacturing partners, both in India and
internationally, to manufacture the finished products. This model enables us to maintain stringent quality and process
controls, ensuring product standardization while effectively managing costs. It also allows for shorter time-to-market
for new products and for meeting the rapidly evolving preferences of our consumers.
We are committed to developing and supporting the manufacturing ecosystem in India and are focused on enhancing
our manufacturing operations within the country as it provides us with the significant advantages of vertical
integration, cost efficiency, reduced reliance on imports, and alignment with the Government of India’s “Make-in-
India” initiative. Accordingly, we have taken significant steps to increase the share of our manufacturing in India,
notably in part by Califonix Tech and Manufacturing Private Limited, a joint venture we established with Dixon
Technologies in Financial Year 2022 for manufacturing and developing Bluetooth-enabled audio products, or through
our network of contract manufacturers. We made an initial investment of ₹50.50 million in the Financial Year 2023
and additional investment of ₹165.00 million in the Financial Year 2024, for 50% of equity shares in our joint venture,
Califonix Tech and Manufacturing Private Limited. As of June 30, 2025, we have manufactured over 75 million units
184in India, with 75.83% of our total units being manufactured in India during the three month period ended June 30,
2025, as compared to less than 39.65% during Financial Year 2023.
Our joint venture, Califonix Tech and Manufacturing Private Limited, has also strengthened our control over
manufacturing processes and product quality. All products manufactured by our joint venture are produced exclusively
for us, ensuring alignment with our specifications and standards. At the same time, outsourcing a portion of our
manufacturing allows us to leverage the expertise of multiple manufacturers and maintain the flexibility needed to
address varying production requirements. Additionally, we conduct value engineering to optimize both cost and
performance across our product portfolio. We have implemented quality control and assurance measures, continuously
refining these processes in collaboration with our suppliers and manufacturers. Furthermore, we have initiated
localization efforts by transitioning key component production, including PCBs, batteries, and plastic components, to
domestic suppliers, reflecting our commitment to enhancing supply chain resilience and cost efficiency.
Our Management and Board
Our success has been driven by our visionary founders, Sameer Ashok Mehta (our Executive Director and co-founder)
and Aman Gupta (our Non-Executive Director (Additional) and co-founder), along with Gaurav Nayyar (our Chief
Executive Officer) and a professional management team, with experience across diverse industries, expertise across
various disciplines, and a proven track record. Our founders, Sameer Ashok Mehta and Aman Gupta, have worked
together since our inception in 2013, have extensive domain knowledge and demonstrated an ability to establish, build,
and scale our business, having put in place a culture of innovation driven by a commitment for developing quality
products. Our management team comprises cross-functional professionals that have significant experience in, and the
understanding of the consumer and technology sectors. In addition, we have an experienced board of directors with
expertise across industries such as consumer, electronics, finance, and technology. We are supported by marquee
investors, including South Lake Investment Ltd, an affiliate of the Warburg Pincus Group, Qualcomm Ventures LLC
and Fireside Ventures Investment Fund-I (Scheme of Fireside Investment Trust).
The table below sets forth certain operational and financial parameters, as of and for the periods and Financial Years
indicated:
For the three month
For the Financial Year
Sr. periods ended June 30,
Particulars Units
No
2025 2024 2025 2024 2023
Revenue from Operations (Sale of 6,277.87 5,669.15 30,703.87 31,149.68 33,616.71
1 ₹ in million
products)
4,497.94 4,098.82 21,660.72 22,359.35 24,306.72
2 Revenue from online channels ₹ in million
Revenue from online channels as a 71.65 72.30 70.55 71.78 72.31
3 percentage of revenue from operations %
(sale of products)
1,779.93 1,570.33 9043.15 8,790.33 9,309.99
4 Revenue from offline channels ₹ in million
Revenue from offline channels as a 28.35 27.70 29.45 28.22 27.69
5 percentage of revenue from operations %
(sale of products)
4,965.78 4,767.70 25,860.40 24,591.99 23,508.31
6 Total Revenue – Audio ₹ in million
Total Revenue – Audio as a percentage 79.10 84.10 84.23 78.95 69.93
7 of Revenue from Operations (sale of %
products)
796.17 686.74 3,304.14 5,502.96 9,015.60
8 Total Revenue – Wearables ₹ in million
Total Revenue – Wearables as a 12.68 12.11 10.76 17.67 26.82
9 percentage of Revenue from Operations %
(Sale of products)
515.92 214.71 1,539.33 1,054.73 1,092.80
10 Total Revenue – Others ₹ in million
Total Revenue – Others as a percentage 8.22 3.79 5.01 3.39 3.25
11 %
of Revenue from Operations (sale of
185For the three month
For the Financial Year
Sr. periods ended June 30,
Particulars Units
No
2025 2024 2025 2024 2023
products)
213.53 (310.76) 610.80 (796.84) (1,294.54)
12 Profit / (Loss) for the period/year ₹ in million
415.84 (208.57) 1,425.19 77.02 (597.59)
13 EBITDA ₹ in million
6.62 (3.68) 4.64 0.25 (1.77)
14 EBITDA margin %
279.18 160.24 1,714.60 2,287.40 1,401.10
15 Segment Results – Audio ₹ in million
5.62 3.36 6.63 9.30 5.96
16 Segment Results – Audio margin %
442.93 (190.10) 1,511.23 188.58 (561.37)
17 Adjusted EBITDA ₹ in million
7.05 (3.35) 4.92 0.60 (1.66)
18 Adjusted EBITDA margin %
Notes:
1. Revenue from operations (sale of products) as per the Restated Consolidated Financial Information, which represents income arising in the
course of our Group’s ordinary activities from the sale of its products to customers.
2. Income arising in the course of our Group’s ordinary activities from the sale of its products to customers through online sales channels.
3. Revenue from online channels expressed as a percentage of revenue from operations (sale of products).
4. Income arising in the course of our Group’s ordinary activities from the sale of its products to customers through offline sales channels.
5. Revenue from offline channels expressed as a percentage of revenue from operations (sale of products.).
6. Total Revenue – Audio as per the Restated Consolidated Financial Information, which represents income arising in the course of our Group’s
ordinary activities from the sale of its products of Audio Segment.
7. Total Revenue – Audio expressed as a percentage of revenue from operations (sale of products).
8. Total Revenue – Wearables as per the Restated Consolidated Financial Information, which represents income arising in the course of our
Group’s ordinary activities from the sale of its products of Wearables Segment.
9. Total Revenue – Wearables expressed as a percentage of revenue from operations (sale of products).
10. Total Revenue – Others as per the Restated Consolidated Financial Information, which represents income arising in the course of our Group’s
ordinary activities from the sale of its products of Others Segment.
11. Total Revenue – Others expressed as a percentage of revenue from operations (sale of products).
12. Profit / (loss) for the period / year as per the Restated Consolidated Financial Information, which represents total income less total expenses
add share of profit / (loss) of associates and joint venture (net of tax) less total tax expense.
13. EBITDA is calculated as profit / (loss) for the period / year plus total tax expense, depreciation and amortisation expense and finance costs.
14. EBITDA Margin is calculated as EBITDA divided by the revenue from operations.
15. Segment Results – Audio as per the Restated Consolidated Financial Information, which represents profit for Audio Segment for the period/
year.
16. Segment Results - Audio Margin is calculated as Segment Results – Audio expressed as a percentage of Total Revenue – Audio.
17. Adjusted EBITDA is calculated as EBITDA plus share based payment expense.
18. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by the revenue from operations.
For reconciliation, please see “Other Financial Information – Reconciliation of Non-GAAP Financial Measures” on
page 353.
For further details, please see “Definitions and Abbreviations – Definitions of Key Performance Indicators” and
“Basis for Offer Price – Key Performance Indicators” on pages 11 and 136 respectively.
Our Strengths
• One of the largest digital-first consumer product companies in India with a capital efficient history;
• Consistent leadership position (#1) in the large and growing audio category with leading positions in other
adjacent categories;
• The “boAt” brand has significant brand equity, strong market positioning and a clear value proposition;
• Strong innovation engine driven by in-house engineering and R&D, as well as significant collaborations and
alliances;
186• Products designed and manufactured in India, with an agile and robust supply chain;
• Diversified channel mix with established online channels and a sizeable and growing offline share; and
• Professional, founder-backed management team with deep industry expertise and track record.
One of the largest digital-first consumer product companies in India with a capital efficient history
We operate primarily under the “boAt” brand, which we launched in 2015, and are focused on offering primarily audio
and wearables products that cater to India’s rapidly growing cohort of young, digitally native and technology and
trend-conscious customers. Our brand “boAt” is the third largest digital-first brand in India in terms of revenue from
operations for the Financial Year 2025. Our brand “boAt” is also among the top two most capital-efficient4 digital-
first brands, for brands with revenue from operations exceeding ₹15,000 million for the Financial Year 2024 (Source:
Redseer Report).
Our scale along with our digital-first approach has conferred upon us a set of inherent competitive advantages over
traditional offline-first business models and serves as a strong enabler towards achieving our vision of disrupting the
incumbent industry landscape within product categories we identify, rapidly building reach and scale, and establishing
and maintaining a strong brand perception in the minds of consumers that help us garner leading market positions.
The key pillars of our digital-first approach are set out below:
• Reach and accessibility: Our digital-first approach has enabled us to rapidly penetrate our target markets as
India’s large and fast-growing e-commerce marketplaces and its enabling infrastructure have allowed digital-
first brands to instantly cater to over 90% of pin codes across India (Source: Redseer Report). Additionally,
this approach enables us to reach a wider audience and gain better access to potential consumers through access
to data, which is more readily available in an online distribution environment.
• Agility and rapid pace of innovation to deliver a compelling value proposition: Digital-first brands are well-
positioned to continue their market growth trajectory and reshape India’s retail landscape in the coming years
(Source: Redseer Report). This ear-to-ground approach helps digital-first brands identify demand trends,
product gaps, and potential improvements more efficiently than legacy brands (Source: Redseer Report). By
leveraging near real-time consumer feedback through ratings, reviews, and tracking customer purchase
journeys, we engage with consumers on an ongoing basis to identify trends and product white spaces. This not
only enhances our ability to forecast demand, but also supports the development of new, consumer-centric
products tailored to evolving preferences.
• Width of offering: Our digital-first approach provides us with the ability to launch new products at a lower cost
and at greater speed as compared to traditional offline-first business models (Source: Redseer Report).
Moreover, our approach allows us to offer a wide assortment of products as well as build depth across several
sub-categories, thereby addressing various nuanced consumer needs. We launched over 25, 100, 150 and 100
new products during the three month period ended June 30, 2025, and Financial Years 2025, 2024 and 2023,
respectively.
Consistent leadership position (#1) in the large and growing audio category with leading positions in other adjacent
categories
Audio:
For the Financial Year 2025, we were ranked #1 in India among branded personal audio companies with a market
share of 26% in value terms and 34% in volume terms (Source: Redseer Report). Our brand “boAt” has also
consistently ranked #1 in India among wireless personal audio brands for each of the past five Financial Years (Source:
Redseer Report). Within the branded personal audio category, the TWS sub-category accounts for 70% of the market
in value terms in the Financial Year 2024 (Source: Redseer Report) and within the TWS subcategory, our brand
“boAt” has been consistently ranked #1 in India for several years (Source: Redseer Report). Within the TWS
subcategory, our brand “boAt” ranked #1 in India with a market share of 25% in value terms (which is two times the
average market share of the #2 and #3 companies and 2.5 times the share of the next Indian company) and 34% in
4 Capital efficiency is defined as revenue from operations divided by primary capital raised.
187volume terms (which is more than three times the average of market share of the #2 and #3 companies in the category)
(Source: Redseer Report). Furthermore, since 2023, we have taken efforts to expand our offering at increasingly
premium price points (customer selling prices between ₹2,000 and ₹3,000) under our sub-brand Nirvana’s range of
products under the “boAt” brand. Within this price segment, for Financial Year 2025, we have achieved a market
share of 20% by value among branded personal audio brands, driven by our sub-brand Nirvana’s range (Source:
Redseer Report). Moreover, for the Financial Year 2025, “boAt” was among the top three brands in value terms in
large audio in India (Source: Redseer Report).
We have successfully extended the success of our brand “boAt” across multiple product categories outside of audio,
aligning with our vision to develop a diversified portfolio of lifestyle-oriented consumer products. This strategy has
been instrumental in establishing our strong market positioning outside of audio as can be seen below.
Wearables: We identified wearables as a category with a large market potential and growth dynamics similar to the
audio category. To pursue this opportunity, in October 2020, we launched smartwatches under the “boAt” brand,
further establishing our brand positioning in the broader consumer technology segment. Further, in July 2024, we
launched our ‘Smart Ring’ product range, including the ‘Smart Ring Active’, which features a premium, lightweight
stainless-steel design. In the Financial Year 2025, the smartwatch sub-category accounted for ~93% of the overall
wearables market in value terms and during this year, we ranked as the #2 brand in India by volume with a market
share of 13% and #5 by value with a market share of 9% (Source: Redseer Report).
Others: Leveraging the strong equity of our brand “boAt” and our well-established retail channels, we have expanded
into several adjacencies, most notably charging solutions covering cables, chargers and power banks, which
complement our audio and wearables portfolio. For the Financial Year 2025, “boAt” was among the top three brands
in the charging solutions category in value terms (Source: Redseer Report).
We believe that the categories we operate in represent large market opportunities. The audio, wearables and charging
solutions markets in India are large and growing at ₹489 billion, ₹100 billion, and ₹26 billion for the Financial Year
2025, respectively, given low but increasing levels of penetration in India, strong consumer engagement, and high
purchase frequency due to short replacement cycles resulting in growth from repeat purchases (Source: Redseer
Report). The audio, wearables and charging solutions categories have grown at a CAGR of 12%, 28% and 29%,
respectively, between Financial Year 2020 and 2025, and are expected to grow at a CAGR of 10-13%, 15-19% and
25-29%, respectively, between Financial Year 2025 and 2030, representing a significant and growing end-market
(Source: Redseer Report). Rising income levels, increasing brand awareness, evolving lifestyle preferences,
particularly among young consumers with active lifestyles with focus on fitness and health and on-the-go
consumption, and the rapid penetration of smartphones, particularly in Tier 2 and smaller cities across India, are
driving adoption across most consumer devices categories including audio, wearables and charging solutions (Source:
Redseer Report). Additionally, there are several tailwinds specifically driving growth in each of these categories as
outlined below:
• Audio: India’s ongoing digital transformation has created a wave of “upwardly mobile consumers” and a
growing base of subscribers and gamers, further fueling the demand for audio to enable private digital content
consumption, including streaming services, podcasts and mobile gaming (Source: Redseer Report).
Additionally, unbundling of smartphones and earphones, the removal of traditional earphone jack in
smartphones, and compatibility of earphones across different smartphones have been other key drivers of
growth for wireless personal audio products. Meanwhile, preference for immersive audio experiences at home
has concurrently driven demand for the large audio format (Source: Redseer Report).
• Wearables: The strong growth in the wearables category is driven by increasing consumer emphasis on health
and wellness, as well as the rising adoption of smartwatches as a fashion accessory (Source: Redseer Report).
• Charging Solutions: Power banks have become essential accessories for on-the-go consumers, while fast
chargers cater to the need for quick power replenishment (Source: Redseer Report). Advancements in charging
technologies and the increasing adoption of wireless charging capabilities in various devices are also leading
to the growth of charging solutions (Source: Redseer Report).
The “boAt” brand has significant brand equity, strong market positioning and a clear value proposition
Since the launch of our flagship brand “boAt” in 2015, we have consistently invested significant resources in
188enhancing the strength and appeal of the brand. We have done so by focusing on building its awareness, enhancing
the appeal of products sold under the brand, offering products at accessible price points with a clear value proposition,
maintaining a high quality of products sold under the brand and building consumer engagement pre and post sales. As
an Indian brand, we have adopted a lifestyle-oriented, technology-focused approach towards our brand positioning,
focusing on the needs of young, digitally enabled and technology and trend-conscious consumers in India. We have
consequently introduced products with trendy designs and technologically advanced practical features that are relevant
to our Indian audience across various categories to differentiate our products from those of our competitors.
The success of our approach has been evidenced by our strong market positioning within the categories in which we
operate, the fact that we have also replicated the success of our brand “boAt” across multiple product categories in
line with our vision to develop a portfolio of products across multiple lifestyle categories, our marquee brand
engagements and the success of our “Make in India” positioning. Our brand “boAt” is considered synonymous with
the categories in which it operates, and the brand enjoys a high recall and engagement with consumers across multiple
categories, providing us with a significant competitive advantage.
Our brand identity reflects a commitment to being a technology democratizer, staying aligned with evolving social
dynamics and proudly representing our Indian heritage. Consequently, our products combine trendy designs, vibrant
colours, and lifestyle-relevant elements (for instance, most of our wireless personal audio products are IPX-certified
and sweat-resistant to suit Indian environments) with technology-driven, distinctive features such as spatial audio,
active noise cancellation in wireless personal audio products, and turn-by-turn navigation, custom watch face studio
in smartwatches. Increasingly, these products are designed, engineered, and manufactured in India, thus further
reinforcing our Indian heritage, all while being offered at accessible price points.
Our brand positioning has resonated with our target consumers and has helped us build a relationship based on trust
and affinity, which is evidenced by our community of over 20 million “boAtheads” (i.e., customers engaged with our
digital ecosystem across our website and applications) as of June 30, 2025. Set out below are certain recognitions
received for our brand “boAt”:
• “boAt” was awarded the #1 brand in India in the personal audio, speakers, gaming hardware and peripherals
categories and #2 brand in wearables category, within the consumer electronics industry, according to Time
and Statista World’s Best Brands Report 2024 (Source: Redseer Report);
• “boAt” was recognized as “India’s Most Trusted Large Audio, Personal Audio and Wearables Brand in 2024”
by TRA’s Brand Trust Report 2024; and
• “boAt” was consistently India’s most searched personal audio brand on Google Trends between April 2022
and June 2025 (Source: Redseer Report).
We have developed a robust brand and marketing playbook, leveraging our nuanced marketing capabilities that drive
high engagement with young consumers and strengthen the performance of our brand. Our marketing playbook is
anchored on four core pillars:
• Consistent communication of our brand identity: Across the marketing funnel – from creating awareness, to
driving consideration to conversion – we communicate what our flagship brand “boAt” represents. Our identity
is centered around being a technology democratizer, aligned with social trends and proudly reflective of our
Indian heritage.
• Collaboration with celebrities and influencers: We collaborate with celebrities and influencers who are
amongst the most relevant and popular among our target consumers. For example, we have collaborated with
celebrities such as Ranveer Singh, Jemimah Rodrigues and Yashasvi Jaiswal.
• Brand Collaborations: We enhance brand equity through brand collaborations with media and entertainment
houses, sports teams, mega events and fashion labels including Royal Challengers Bangalore, Kolkata
Knightriders, Dhruv Kapoor label and Huemn. These brand associations include exclusive marketing activities
including limited edition product launches.
• Innovative marketing campaigns: We execute impactful campaigns with strong reach, engagement and virality,
such as, our ‘Lost in Nirvana’ ad campaign, generating over 360 million impressions as of June 30, 2025 and
189an interactive campaign with Royal Challengers Bangalore offering an immersive experience for boAtheads,
generating 78 million impressions as of June 30, 2025.
We leverage our in-house innovations and collaborations to establish a strong presence in the aspirational price
segment through our premium sub-brand Nirvana’s product range, offering differentiated audio experiences. We have
also made significant investments in innovative marketing initiatives, including as an example the ‘Lost in Nirvana’
campaign featuring Ranveer Singh, which achieved over 360 million impressions on social media, and feature-focused
product marketing to scale our business in the aspirational price points through our sub-brand “Nirvana”.
Strong innovation engine driven by in-house engineering and R&D, as well as significant collaborations and
alliances
Since inception, we have built a culture of innovation driven by a commitment for developing quality products with
technology-led distinctive features that are increasingly designed and engineered in India. We have established a
strong foundation of innovation, through in-house engineering and R&D capabilities supported by brand
collaborations and alliances with global technology providers that allows us to retain control over the entire product
development lifecycle, ensuring differentiated and customized high-quality offerings at accessible price points. Our
product design and development initiatives are housed under “boAt Labs,” a center of excellence for our in-house
research and development team that is focused on innovation, new product development, and other functions such as
bill of material optimization and quality control. As of June 30, 2025, our “boAt Labs” team comprised 101 engineers
with expertise in hardware design and development, software design, and mobile application development.
Audio
Our audio product design and development efforts are driven by boAt Labs, through which, we have built a proprietary
technology stack in-house encompassing IoT solution design, software and hardware design, cloud development,
semiconductor validation, and embedded software.
The graphics below highlight our audio technology stack:
190This technology stack enables us to custom-design components, such as PCBs, and supports modularization, allowing
us to build multiple products on the same base platform (as illustrated in the graphic below). This scalable architecture
further facilitates faster time to market, superior quality and cost efficiencies.
Our collaborations with leading multinational technology providers, including Knowles, Dolby, CEVA and Airoha,
further enhance our capabilities. Considering our scale and proprietary technology stack, we are able to integrate
components and technologies developed by these providers into our products at a low cost, as well as enable these
providers to build customized components to offer superior quality products at prices optimized for the Indian market.
For instance, we introduced India’s first Dolby-enabled earphones and worked closely with BES to develop a custom
platform and value engineered features to optimize for costs. These collaborations also provide us with early insights
into next-generation technologies, such as spatial audio and personalized audio technology, which we incorporate into
our offerings to elevate the customer experience.
191The graphic below highlights some of our technology collaborations across hardware, software and application layers.
Building on these innovations, we have entered the aspirational price segment with our sub-brand Nirvana’s product
range, which delivers premium and differentiated audio experiences with features such as personalized audio, smart
talk, spatial head tracking and in-ear detection.
Wearables
Along similar lines to audio, our wearables strategy is also predicated upon building a strong and differentiated product
design and development strategy and program. Our primary initiative within this area is led by “boAt Labs,” a center
of excellence dedicated to in-house research and development. Supported by a growing portfolio of 19 registered
patents in India, 24 registered patents outside India and applications for 31 patents, which include 13 patent
applications in India and 18 patent applications outside India, through our subsidiaries KaHa Pte. Ltd. and KaHa
Technologies Private Limited, both acquired in 2022 to strengthen our innovation capabilities in wearables, we have
been able to own the entire technology stack for wearables, including hardware, software, and mobile application
layers which we believe is a differentiator in the marketplace. Our capabilities extend to in-house PCB design, a
proprietary operating system called “Crest OS,” an in-house mobile application, a data driven smart IoT platform, and
patented artificial intelligence and machine learning technologies.
Under Crest OS, we have developed a wide range of features, including NFC-based tokenized payments, and advanced
fitness and health tracking capabilities such as vital tracking and auto activity detection. The proprietary operating
system allows us to bring these features to market significantly faster than industry standards (Source: Redseer
Report). For example, “boAt” was the first brand in India to introduce turn-by-turn navigation without GPS and custom
watch studio into smartwatches in 2024 (Source: Redseer Report). Additionally, our scale and market leadership have
facilitated brand collaborations with technology providers.
Overall, our proprietary technology stacks (across audio and wearables), brand collaborations with technology
providers, combined with our market leading positions across categories, strengthen our ability to innovate, create
entry barriers, and build a durable, hard-to-replicate competitive advantage across the audio and wearables categories,
as evidenced by the leadership positions we have created.
Products designed and manufactured in India, with an agile and robust supply chain
We have made significant investments in strengthening the resilience of our supply chain with a view towards
enhancing operational agility and improving cost competitiveness of our products in line with our focus on delivering
a wide range of high-quality products at scale and at accessible price points. Our manufacturing model involves
192sourcing of components (including some which are customized to our product requirements) from our suppliers based
on our product design and subsequently closely working with our manufacturing joint-venture as well as our and
contract manufacturers (based primarily in India and partly outside India) to manufacture the finished products. This
approach enables us to maintain in-house control on design, establish strong quality and process controls, ensure
standardization while controlling costs, and achieve faster time-to-market through a flexible and efficient supply chain.
Our products are manufactured either through Califonix Tech and Manufacturing Private Limited, our joint venture
in India with Dixon Technologies established in Financial Year 2022 for Bluetooth-enabled wireless personal audio,
or through our network of contract manufacturers. This joint venture, which began its manufacturing operations on
May 28, 2023, is an important initiative that has strengthened our control over manufacturing processes and product
quality. All products manufactured by our joint venture, are produced exclusively for us, ensuring alignment with our
specifications and standards. At the same time, outsourcing a portion of our manufacturing allows us to leverage the
expertise of multiple manufacturers and maintain the flexibility needed to address varying manufacturing
requirements.
Historically, the vast majority of our products were manufactured by contract manufacturers in China. However, with
an aim to build a more self-sufficient and strategically resilient supply chain by designing, engineering and
manufacturing products in India, since April 2022 we have significantly expanded domestic manufacturing efforts
under the Government of India’s “Make-in-India” initiative and as of June 30, 2025, we have now manufactured over
75 million units in India. The table below outlines the volume of products manufactured in India, including through
our joint venture, Califonix Tech and Manufacturing Private Limited, during the three month periods ended June 30,
2025, and June 30, 2024, and for the Financial Years 2025, 2024, and 2023:
For the three month periods
For the Financial Years
ended June 30,
Particulars
2025 2024 2025 2024 2023
Units manufactured in India (number) 6,364,091 4,418,946 24,923,040 29,378,017 14,611,920
Units manufactured in India (as a
75.83% 80.95% 71.10% 74.86% 39.65%
percentage of total units)
Units manufactured through our joint
venture Califonix Tech and
3,143,923 2,616,634 13,766,234 7,478,752 NA*
Manufacturing Private Limited
(number)
Units manufactured through our joint
venture Califonix Tech and
37.46% 47.93% 39.22% 19.06% NA*
Manufacturing Private Limited (as a
percentage of total units)
* Not Applicable as manufacturing through our joint venture, Califonix Tech and Manufacturing Private Limited began in the Financial Year
2024.
We establish the design specifications and manufacturing standards for our products, regardless of the location or
manufacturer involved. We maintain oversight, control and provide inputs on the manufacturing process and in most
cases further support this by facilitating the delivery of raw materials and components from our component suppliers
to our contract manufacturers given the relationships we have with our suppliers. This helps in standardization of
components and quality control. Additionally, we perform value engineering to optimize the cost and performance of
our products. We have also implemented quality control and assurance parameters and continue to improve these
monitoring processes with our suppliers and manufacturers.
We have a strong supplier ecosystem that enables the manufacturing of customized components, including chipsets
designed specifically for our products. Over the last few years, in line with our “Make-in-India” initiative, we are
focusing on transitioning the manufacturing of certain components (including PCBs, batteries and plastics) to India.
These component manufacturing localization efforts are estimated to reduce costs, including savings of up to 15-20%
in duty expenses compared to finished goods imports, supported by government incentives (Source: Redseer Report).
They are also expected to enhance supply chain agility by shortening lead times through reduced transit times, improve
supply chain resilience through diversification, and enable us to deliver high-quality, innovative products tailored to
the Indian market.
193Diversified channel mix with established online channels and a sizeable and growing offline share
India’s large and fast-growing e-commerce marketplaces and their enabling infrastructure allows digital-first brands
to instantly cater to over 90% of pin codes across India (Source: Redseer Report). As a digital-first consumer products
company, we initially scaled our business by leveraging these established e-commerce marketplaces to penetrate target
markets and sell our products. Our presence on these platforms continues to expand, driven by the increasing adoption
of online shopping in India. Over time, we have diversified our online presence by scaling operations through (i) our
direct-to-consumer website, and (ii) additional online marketplaces including fast-growing quick commerce platforms.
Quick commerce platforms allow us to rapidly address consumers’ immediate needs, enhancing convenience and
fostering deeper engagement. Meanwhile, sales through our website continue to be an important source of building
direct consumer relationships, gathering valuable insights into evolving consumer preferences and behaviors, driving
product innovation, and enabling us to refine our sales strategies across all channels.
While we are a digital-first consumer products company, we recognize the significance and benefits of accelerating
sales through the offline channel. Consequently, we have significantly expanded our offline presence through a
network of omni-channel and offline retailers and distributors, complementing our digital-first model and enhancing
our brand visibility and market reach. Offline channels play a vital role for consumers who prefer to test innovative
features, comfort and fit, and experience subjective elements such as sound quality and active noise cancellation before
making a purchase.
Consequently, our revenue from operations (sale of products) has evolved over the years, with the contribution of
offline sales steadily increasing from 27.69% in the Financial Year 2023 to 29.45% in the Financial Year 2025, and
was 28.35% during the three month period ended June 30, 2025. This growth has been supported by our presence
across more than 12,000 offline retailers across 25 states and five union territories, with a distribution network
comprising 112 distributors, as of June 30, 2025. Additionally, we are present at all leading omnichannel retailers,
including Croma and Vijay Sales. To further strengthen our offline presence, we have deployed 26 in-store
representatives to drive sales and provide extended offline marketing support across over 100 of these stores in India
as of June 30, 2025. Our offline growth strategy is further supported by a dedicated sales force of 54 personnel, as of
June 30, 2025, and an integrated offline infrastructure that includes a distribution management system, salesforce
automation tools, scheme management, and other technological enablers, ensuring operational efficiency and
optimized inventory management.
We continue to invest in building strong relationships with our online and offline channel partners by strategically
expanding product assortments, launching exclusive products tailored to specific channels, and collaborating on joint
brand promotions. Our relationship with our channel partners is symbiotic in nature where we help our channel
partners in new customer acquisitions.
Overall, our omni-channel strategy enables us to increase market reach, cater to diverse consumer preferences, and
sustain robust revenue growth across both online and offline distribution channels and strengthen our relationship with
an increasingly diverse and dynamic consumer base.
Professional, founder-backed management team with deep industry expertise and track record
Our success has been driven by our visionary founders, Sameer Ashok Mehta (Executive Director and co-founder)
and Aman Gupta (Non-Executive Director (Additional) and co-founder), along with Gaurav Nayyar (Chief Executive
Officer) and a professional management team, with experience across diverse industries, expertise across various
disciplines, and a proven track record.
Sameer Ashok Mehta and Aman Gupta have worked together since our inception in 2013, have extensive domain
knowledge and have demonstrated an ability to establish, build, and scale our business having put in place in the
company a culture of innovation driven by commitment for developing quality products. Aman Gupta was awarded
‘Founder of the Year’ in 2024 by Entrepreneur India and Best Entrepreneur by FICCI Young Leaders. Aman Gupta
and Sameer Ashok Mehta have also been featured in business publications such as Forbes India and Business Today.
Our management team comprises cross-functional professionals that have significant experience in, and understanding
of, the audio, consumer and technology sectors. In addition, we have an experienced board of directors with expertise
across industries such as consumer, electronics, finance and technology. We are supported by marquee investors,
including South Lake Investment Ltd, an affiliate of the Warburg Pincus Group, Qualcomm Ventures LLC and
194Fireside Ventures Investment Fund I (Scheme of Fireside Investment Trust).
Furthermore, our Company has three employee stock option plan (ESOP) Schemes, which serve as an important tool
to attract and retain management, namely, Imagine Employees Stock Option Plan – 2019, Imagine Management Stock
Option Plan, 2021 and Imagine Marketing Employee Stock Option Plan 2023, all of which have been instituted in
accordance with applicable SEBI regulations. For further details on the ESOP Schemes, see “Capital Structure -
Employee Stock Option Schemes” on page 113.
Conclusion
As depicted in the graphic below, at the core of our business is a virtuous flywheel, a strategic model that integrates
our key strengths to drive growth, innovation, and market leadership. We design new products in alignment with
evolving consumer preferences, while our strong brand equity and marketing expertise enable us to prioritize and
position these products effectively to capture demand. This is further strengthened by the engagement and loyalty of
our “boAthead” community, which not only reinforces our brand presence but also facilitates customer acquisition.
The insights derived from our consumer engagement and feedback allows us to refine our product offerings and
enhance quality, innovation and operational agility, feeding back into our R&D efforts. This cycle positions us to
maintain our leadership in existing categories while expanding into adjacent and new product categories, reinforcing
our long-term competitive advantage. Our #1 position for the past five years running in our core personal audio
category in terms of volume and value (Source: Redseer Report) is further evidence of the long-term success of this
model.
OUR STRATEGY
Our strategy centres around our vision to develop a portfolio of market-leading, lifestyle-oriented, technology-focused
consumer products across multiple large and growing categories that cater to the needs of India’s large and rapidly
growing audience of young, digitally enabled and technology and trend-conscious consumers. We aim to achieve this
by leveraging the strength of our digital-first platform, the established brand equity and leadership positions of our
flagship “boAt” brand across categories, robust innovation engine, agile supply chain, omni-channel distribution and
professional, founder-backed management. The strategies described below have been approved by a resolution passed
by our Board of Directors at its meeting held on October 17, 2025.
The key elements of our strategy to drive our growth and profitability include:
• Build on our market leadership positions in our existing core categories to accelerate growth and improve
margins;
195• Deepen and expand our presence into other adjacent product categories;
• Continue to invest in building our “boAt” brand and increase engagement with our “boAthead community” to
enhance brand visibility and customer retention;
• Continue to invest in vertical integration, innovate ahead of the curve with a focus on R&D and further localize
our “Make in India” focused supply chain; and
• Expand in a focused manner in select countries in the Middle East, South-East Asia and South Asia.
Build on our market leadership positions in our existing core categories to accelerate growth and improve margins
For the Financial Year 2025, we were ranked #1 in India among branded personal audio companies with a market
share of 26% in value terms and 34% in volume terms (Source: Redseer Report). Further, in Financial Year 2025 we
were ranked #5 among smartwatch brands in India by value, with an 9% market share. Both categories are large and
growing and market opportunities with the audio market in India expected to grow at a CAGR of 10-13% to reach
₹777-901 billion in the Financial Year 2030 (Source: Redseer Report) and the wearables market expected to grow at
a CAGR of 15-19% to reach ₹203-236 billion by Financial Year 2030 (Source: Redseer Report).
As a market leader, the key elements of our strategy to drive growth and margin improvement in existing core
categories are:
• Increasing premium product offerings;
• Diversifying our omni-channel footprint; and
• Focusing on building out select subcategories within our existing audio and wearables segments.
Increasing premium product offerings
• Premiumization is expected to be a key driver of future growth in the audio and wearables categories. The
branded premium and branded aspirational products in audio is expected to grow at a CAGR of 8-11% and in
wearables is expected to grow at a CAGR of 17-20%, in value terms between Financial Years 2025 and
Financial Year 20305 (Source: Redseer Report). This trend is driven by demand from young, digitally enabled
and trend-conscious consumers seeking vibrant designs, lifestyle-relevant, technology-led distinctive features
and looking for an upgrade path (Source: Redseer Report).
We intend to capture this growth opportunity in both audio and wearables category by undertaking the following
initiatives.
• Within the audio category, we aim to scale up our sub-brand Nirvana on the back of a robust product pipeline
with multiple industry-first features and invest in building the brand. Moreover, we aim to continue to launch
premium products with multiple differentiated features such as spatial audio, AI and large language model
integrations, and enhanced sound quality through brand collaborations with Knowles, Dolby and CEVA, under
our sub-brand Nirvana’s product range. For instance, we have launched an industry-first head tracking TWS
with Dolby for less than ₹5,000. We will continue to leverage our in-house R&D capabilities, housed under
boAt Labs to build these distinctive features.
• Within the wearables category, we aim to scale up our sub-brand “Valour”, under which we have recently
launched the Valour Watch 1 GPS, by building premium products leveraging our proprietary “Crest OS”
platform and introducing advanced features such as AI fitness coach, real-time geo-fencing, and enterprise-
specific customizations. We also plan to build products for specific use cases and target diverse consumer
demographics across various age groups. For instance, we plan to focus on products for kids (with features
such as real-time geo-fencing, video calls and SOS alerts), fitness enthusiasts (with AI fitness coach, VO2 max,
5 Premium products include- items above ₹5,000; 2) Aspirational includes items between ₹1,500 to ₹5,000; 3) Budget includes items under ₹1,500.
196and HRV recovery), and enterprises (with tailored offerings such as “Tap and Pay” functionality for seamless
digital transactions and company logos on the watch strap and watch face).
Our continued investment in our in-house R&D capabilities, housed under boAt Labs will further enable us to develop
premium products and drive value growth for the “boAt” brand.
Diversifying our omni-channel footprint
We aim to build upon our market leadership position in existing categories by continuing to build a diversified omni-
channel presence with a strategic emphasis on both offline and online channels.
Accelerating sales through offline channels
We are a digital-first consumer products company with 71.65% of our revenue from operations from the online
channel during the three month period ended June 30, 2025. However, we recognize the significance and benefits of
accelerating sales through the offline channel and while we have made significant strides in growing this channel, we
intend to continue to further accelerate sales through this avenue. As of June 30, 2025, the growth of our offline
channel has been supported by our presence across more than 12,000 offline retailers across 25 states and five union
territories, with a distribution network comprising 112 distributors and presence at all leading omnichannel retailers
including Croma and Vijay Sales, as of June 30, 2025. To further strengthen our offline presence, we have deployed
26 in-store representatives to drive sales and provide extended offline marketing support across over 100 of these
stores in India as of June 30, 2025. Our offline growth strategy is further supported by a dedicated sales force of 54
personnel, as of June 30, 2025, and an integrated offline infrastructure that includes a distribution management system,
salesforce automation tools, scheme management, and other technological enablers, ensuring operational efficiency
and optimized inventory management.
The offline market for the audio and wearables categories is expected to grow at CAGR of 8-13% and 18-23%,
respectively, between Financial Year 2025 and Financial Year 2030, primarily driven by an increase in penetration
and distribution across Tier 2+ cities and towns in India (Source: Redseer Report). We aim to expand our distribution
network with an increased focus on these areas, further penetrate currently underpenetrated geographies (such as
eastern India) and continue to enhance sales from our existing retail footprint through sharper assortment, enhanced
in-store visibility and marketing.
We have a strong presence with major omnichannel retailers in India and will continue to focus on omnichannel retail
by strengthening our current engagements. In parallel, we aim to build our enterprise business by building custom
solutions for global organizations and we have already initiated this for TWS and smartwatches categories.
Additionally, we aim to invest in regional marketing, add more feet on the street (including in-store sales
representatives) and business enablers such as financing solutions for premium products to drive scale. Our offline
expansion will increase our reach, enhance customer experience, foster higher trust in our brand and increase its
visibility and drive higher customer lifetime value.
Continue to grow sales through online channels
We aim to grow our consumer base and attract new consumers through effective branding, targeted advertising and
consumer engagement to ensure a seamless and integrated shopping experience. We believe that our business can
continue to capitalize on the significant latent growth in the Indian e-commerce industry driven by India’s growing
internet user base, coupled with positive aspects of demographics with large online consumers. For our online sales
channel, we intend to further invest in our existing strong strategic relationships with online marketplaces that retail
our products and continue to jointly promote our brands and products on their platforms. Additionally, we will
continue to invest in optimized performance marketing initiatives to drive growth on these channels.
We aim to increase our presence and accessibility to drive sales through a carefully curated product assortment tailored
to the target consumers on this channel. We will deepen our existing relationships with leading quick commerce
platforms and drive brand collaborations such as exclusive product ranges, and joint marketing campaigns with them.
We will continue to focus on our direct-to-consumer channel, focusing on building customer awareness and fostering
direct relationships with consumers. All these efforts will allow us to strengthen brand visibility, enhance customer
loyalty, and cater to the increasing demand in a competitive market.
Focusing on building out select subcategories within our existing audio and wearables segment
197In addition to personal audio, we plan to have differentiated focus on the large audio category that includes home
theatre systems, soundbars, and party speakers. The large audio category is expected to grow from ₹287 billion in the
Financial Year 2025 to ₹509-596 billion in the Financial Year 2030 at CAGR of 12-16% (Source: Redseer Report).
Our objective is to target a broader audience for home theatre systems and large audio solutions by providing feature-
rich products with multi-device connectivity, immersive 360-degree audio, Dolby sound experience and spatial sound
capabilities. Additionally, within the wearables category, we aim to expand into lifestyle smart rings, offering
differentiated hardware features such as longer battery life, curved displays, and fast charging. We believe that our
investments in R&D in this category position us well to better target these opportunities.
Deepen and expand our presence into other adjacent product categories
In the past, we have successfully leveraged our brand equity, platform capabilities, and channel relationships to expand
into adjacent product categories, most notably in wearables and charging solutions. Building on this success, we intend
to identify and expand into additional adjacent categories, leveraging our scalable business model and proven track
record of expansion. Our strategy focuses on increasing our wallet share among existing consumers while
simultaneously expanding our consumer base by capitalizing on the strong brand awareness of our brand “boAt”. By
broadening our product portfolio, we aim to further strengthen customer engagement, enhance brand loyalty, and drive
long-term sustainable growth.
According to the Redseer Report, approximately a ₹527 billion opportunity in Financial Year 2025 exists in emerging
categories of charging solutions, home security solutions, luggage tags and home and personal care gadgets and is
expected to grow at 9-11% CAGR to reach ₹802-901 billion by Financial Year 2030. This is driven by the rising
demand for efficient power solutions in a mobile-first world through charging solutions, increasing consumer
preference for functional and fashionable add-ons through mobile accessories, heightened security concerns and the
expansion of smart home ecosystems including home cameras, and the growing need for travel convenience and asset
tracking.
As part of our growth strategy, we intend to build upon our success in existing categories by broadening our product
assortment and introducing new products tailored to consumer needs. For instance, in the charging solutions category,
we aim to expand our offerings with new products such as laptop chargers and wireless chargers, incorporating
advanced features like magnetic charging and fast charging. We have recently launched luggage tags, which are
bluetooth based smart tracking devices, and also plan to introduce other select high-growth, technology-driven
products such as projectors, dash cameras, and security cameras. These expansions will be guided by extensive market
research, insights from consumer engagement, and data-driven analysis of prevailing trends. By leveraging our
established brand equity, channel relationships, and R&D capabilities, we seek to capitalize on emerging opportunities
and further solidify our position as a leading consumer lifestyle technology brand.
Continue to invest in building our “boAt” brand and increase engagement with our “boAthead community” to
enhance brand visibility and customer retention
We are committed to continue to invest in strategic brand-building initiatives around our brand “boAt”, that further
enhance customer engagement and strengthen our position as a leading digital-first consumer brand. By continuously
investing in our brand equity, we aim to maintain high brand awareness and consideration, foster frequent consumer
interactions with the “boAt” brand to foster and deepen loyalty among our existing consumers while attracting new
ones.
We will continue to build on our brand identity of a ‘technology democratizer’, which aligns with the emerging social
landscape and is unabashedly Indian in terms of its heritage. Consequently, we are determined to deliver products that
not only have trendy designs and lifestyle-relevant elements but also have technology-led distinctive features that are
increasingly designed, engineered and manufactured in India, at accessible price points for the young, digitally enabled
and technology and trend-conscious consumers in India.
We will continue to leverage our marketing playbook including collaborations with celebrities and influencers,
collaborations with multiple brands and innovative marketing campaigns to build an aspirational brand association
and widen our reach thereby strengthening our brand. In parallel, we will continue to invest in channel and platform
marketing (both online and offline) and performance marketing initiatives to build higher consideration and
conversion for our brand. Given premiumization is a key growth lever for us, we will focus on building strength of
our sub-brand Nirvana’s product range as well.
198In addition to our marketing initiatives, we will continue to actively engage with our boAthead community, which
cultivates brand loyalty, and creates a platform for direct interaction with us. This community acts as a powerful
advocate, amplifying brand visibility through word-of-mouth marketing. We aim to enhance community engagement
by launching multiple initiatives such as loyalty program, gamification on app to drive engagement and content,
merchandise and products that are exclusive to the community. We will continue to enable consumers to share
feedback, usage experiences, suggestions and insights which would help drive product refinement and innovation
internally. All these initiatives will provide us an opportunity to engage with consumers across various channels,
which will result in high resonance and conversations with the brand.
Continue to invest in vertical integration, innovate ahead of the curve with a focus on R&D and further localize
our “Make in India” focused supply chain
Our experience has shown us that making early investments in research and development has been critical to sustain
our competitive advantage and remain ahead of our competitors. Through “boAt Labs”, we have developed our own
proprietary in-house technology stack comprising of hardware, software and application layers. As of June 30, 2025,
we have 101 engineers at boAt Labs that continue to work towards enhancing the designs and the products we develop.
Our teams continue to focus on keeping abreast of market technology needs, driving product innovation, developing
new products and enhancing existing products. For instance, we aim to bring differentiated features in the market such
as AI and ML integration into audio devices for use cases such as conversational intelligence. Our teams are also
responsible for identifying potential collaborative associations with semiconductor and technology participants in the
industry and helping us respond effectively to technological changes and develop products with the latest features
through collaborations with these technology providers to drive innovation on both hardware and software layers (for
example, features such as ability to find lost earbuds on our products). We also aim to establish certain centres of
excellence for specialized capabilities such as design for manufacturing and audio quality enhancements. Our focussed
approach towards innovation and R&D will ensure that we continue to provide an upgrade path to our consumers and
remain ahead of the competition.
Besides strengthening our innovation engine, we are focused on building resilience in our supply chain through
increased localization. We have taken significant steps towards ramping up our manufacturing footprint in India, in
line with government’s “Make in India” initiative and have transitioned 75.83% of our manufacturing to India. Also,
we established Califonix Tech and Manufacturing Private Limited, a joint venture with Dixon Technologies in
Financial Year 2022 for manufacturing and developing Bluetooth-enabled wireless personal audio products. We
remain committed to further localizing our supply chain in India, as it provides us with significant advantages of
vertical integration, operational agility, faster time to market, and greater control on quality and cost. We are also
committed to enhancing the quality and process control and testing protocols to meet global manufacturing standards.
To enable that, going forward, along with our contract manufacturers, we aim to invest in process automation (such
as soldering automation and glueing automation) to improve product quality and process efficiency.
In addition, we have also launched initiatives around localization of key components (including PCB, batteries and
plastics and straps) in India. As of June 30, 2025, we have already localized a majority of our PCB supply volumes
on a run-rate basis and initiated trials for other components with selected suppliers to advance localization efforts.
Through such initiatives, we aim to increase local value addition, generate local employment and work with the
Government in its “Make in India” initiative. Prioritizing our local manufacturing ecosystem will enable us to offer
competitive pricing and enhanced profits margins, while maintaining superior product quality.
Expand in a focused manner in select countries in the Middle East, South-East Asia and South Asia
We intend to expand our operations into select overseas markets that have similar consumer aspirations, demographics,
tastes and/or preferences as in India, such as countries in the Middle East, South-East Asia, and the South Asia (Sri
Lanka, Nepal and Bangladesh), which in the Financial Year 2025, collectively represent an addressable market of
approximately $9.5 billion for audio and wearables (Source: Redseer Report). We believe that, among other elements,
the strong brand equity we have created, our differentiated products targeted particularly at young digitally enabled
consumers as well as our understanding of consumers’ tastes and preferences can enable us to engage such consumers
effectively in such target international markets.
Our overseas expansion will initially be predicated on the back of the established presence of online sales channels as
this will help us ascertain our product-market fit in a capital-efficient manner and guide possible subsequent
199investments in marketing and brand-building in these markets. We believe that the strong relationships we already
enjoy with some of our sales channels will provide us with an advantage as we launch our presence in some of these
adjacent markets where our sales channels have already previously established their businesses and have already built
comfort with equity our “boAt” brand has garnered in its home market. We have commenced initial pilot programs
for personal audio, large audio and charging solutions in select regions, including the UAE, Nepal and Sri Lanka,
enabling us to refine our approach before scaling operations. Based on insights from these pilots, we aim to make
targeted investments in localized marketing and brand-building initiatives to strengthen our position in these markets.
We believe our leadership position in India and the strong relationships we have cultivated with our suppliers will
enable us to maintain cost efficiency as we expand internationally.
Conclusion
The chart below showcases our core segments and key growth levers:
DESCRIPTION OF OUR BUSINESS
Our Product Portfolio
Incorporated in 2013, we operate primarily under the “boAt” brand, which was launched in 2015, and are focused on
catering to India’s rapidly growing cohort of young, digitally native and technology and trend-conscious customers.
We have a large portfolio of high-quality, aspirational, lifestyle-oriented and technology-focused products at
accessible price points with an offering of over 250 products at multiple price points, as of June 30, 2025. Our products
cater to a rapidly growing demographic of young, lifestyle-oriented, technology-focused, and trend-conscious
consumers. While we initially began our journey in the audio category, in line with our vision to create a portfolio of
products relevant to our consumer audience across multiple consumer categories, our product mix has evolved
significantly over the past several years – we have successfully expanded our portfolio to enter into adjacent categories
including wearables and charging solutions under our brand “boAt” at multiple price points. Our product categories
continue to be led by our strong presence in audio, with a consciously balanced approach to wearables and other
offerings, reflecting evolving market trends and consumer preferences.
Our product categories include:
200• Audio: a wide range of products across (i) “personal audio” which includes (a) “wireless personal audio”
covering true wireless stereo (“TWS”) products, wireless earphones (neckbands), wireless headphones, and
(b) “wired headphones and earphones” and (ii) “large audio” which includes Bluetooth speakers, home theatre
systems, sound bars and party speakers;
• Wearables: smartwatches and smart rings; and
• Others: primarily includes charging solutions covering cables, chargers, and power banks.
Audio: Our audio category product range includes TWS, wireless earphones (neckbands), wireless headphones,
bluetooth speakers, home theatres and soundbars, marketed under distinct product lines tailored to varying consumer
needs. Our TWS products are part of the “Airdopes” range, wireless earphones and headphones are marketed under
the “Rockerz” range, and wired earphones and headphones under the “Bassheads” range. Additionally, we offer
portable speakers under the “Stone” range and home audio devices under the “Aavante Bar” range. Our premium
audio line, which is our sub-brand Nirvana’s range, includes TWS, wireless earphones and headphones, offering an
even more premium and feature-rich experience to cater to diverse customer preferences. We launched “Nirvana Ion”,
a one-of-a-kind product with high battery life of 120 hours, superior sound, in-ear detection and an ergonomic design.
Another example is, the “Nirvana Ivy” TWS features active noise cancellation (up to 50 dB), 360° spatial audio with
head tracking, personalized audio technology, ASAP charge, up to 50 hours of playback time, multi-point
201connectivity, and an IPX5 water resistance rating. These TWS products are tuned with the “boAt” signature sound,
customizable through the “boAt Hearables” app, and enhanced with AI ENx™ and in-ear detection technology,
allowing automatic play/pause functionality. Our sub-brand Nirvana’s range also features unique designs, such as
metallic finishes and wavy patterns, to appeal to customers’ lifestyle preferences. We have recently launched our
Nirvana Pro series with two flagship products – Nirvana Zenith Pro (at a price of ₹ 2699) with high resolution sound
and spatial audio for immersive listening along with 50dB Hybrid Adaptive ANC and Nirvana Ivy Pro (at a price of
₹ 4999) with Dolby Atmos with head tracking, dual drivers, high resolution audio and 52dB Hybrid Adaptive ANC.
Similarly, our “Airdopes Supreme” TWS includes advanced features such as AI ENx™ technology for wind noise
reduction providing superior calling experience, cinematic spatial audio, BEAST™ mode for low-latency gaming, 50
hours of playback time, and an IPX4 rating for water resistance. The Airdopes range also offers multi-point
connectivity for seamless device switching and in-ear detection technology for enhanced user convenience, further
solidifying its appeal to a broad customer base.
Our “Rockerz 255 Pro+” wireless earphones feature magnetic earbuds, 60 hours of nonstop playback time, Type-C
charging with ASAP™ Charge for quick recharging, and an IPX5 water resistance rating, making them ideal for active
lifestyles. Similarly, our “Rockerz 551 ANC Pro” wireless headphones offer hybrid adaptive active noise cancellation,
compatibility with the boAt Hearables App, and up to 72 hours of playtime.
202In our wired headphones range, the “Bassheads 900 Pro” is equipped with 40 mm drivers delivering a 5W power
output, wired microphone suitable for office use and USB plug-and-play functionality for ease of use. Additionally,
the “Bassheads 225” wired earphones feature a durable coated cable and are available in multiple vibrant color options,
catering to diverse consumer preferences.
Our ‘Stone 1800’ portable speaker delivers 90W signature sound and features a broadcast capability that allows
connection to up to 128 speakers simultaneously. It also includes dynamic RGB LEDs, an IPX6 water resistance
rating, and provides up to 5 hours of playback time, making it both powerful and durable for on-the-go use.
Our Aavante Prime 6250DA is a premium soundbar with dual subwoofers and wireless rear satellites offering 625W
signature sound with Dolby Atmos and 360 degree sound for an immersive audio experience. This device offers
multiple EQ modes, multi-compatibility options with a sleek design and premium finish making it a stylish addition
to any entertainment set up.
203As of September 3, 2025, boAt has an average rating of 4.1 across best-selling SKUs in the personal audio category
on leading e-commerce marketplaces. Among these, 67% of boAt’s SKUs have an average rating of 4 or higher.
Additionally, boAt products such as Nirvana Ion, Airdopes Supreme, and Rockerz 255 Pro+ are rated 4 or higher (out
of 5) with over 1,000,000 reviews collectively on leading e-commerce marketplaces. (Source: Redseer Report).
Further, as of September 3, 2025, boAt has an average rating of 4.2 across its best-selling SKUs in the large audio
category on leading e-commerce marketplaces. Among these, 81% of boAt SKUs have an average rating of 4 or
higher. Additionally, boAt products such as Stone 350, Stone 350 Pro, and Aavante Bar 600 are rated 4 or higher (out
of 5), with over 237,000 reviews collectively on leading e-commerce marketplaces (Source: Redseer Report).
Wearables: Our wearables product range includes smartwatches under the ‘Storm’, ‘Wave’, ‘Lunar’, ‘Ultima’ and
‘Enigma’ product lines. These smartwatches feature Crest OS, SOS with location tracking technology, voice assistant,
multiple sport modes with auto sport detection, Bluetooth calling, and customizable watch faces, and hence cater to a
wide range of customer needs.
‘Enigma Daze’ and ‘Enigma Gem’ smartwatches are our platform products designed in-house. These are women-
focused smartwatches having SOS with a location tracking feature. This is a fashionable line of smartwatches for
women offering stylish designs and advanced features. We have recently launched the first product, ‘Valour Watch 1
GPS’, under our premium wearables sub-brand ‘Valour’ range, and has a custom chipset, fully integrated GPS, 6-axis
motion sensors for 360 degree activity mapping and AI driven fitness and monitoring along with high battery life.
Additionally, our smartwatches are equipped with an interactive dial pad, a premium built-in microphone and speaker,
and the ability to save up to 20 contacts directly on the smartwatch, enhancing convenience and functionality for users.
204In July 2024, we launched our ‘Smart Ring’ product range, including the ‘Smart Ring Active’, which features a
premium, lightweight stainless-steel design. The Smart Ring Active is equipped with advanced health monitoring
capabilities, including auto health tracking, and is compatible with the ‘Crest’ app for enhanced user functionality.
With a battery life of up to 5 days on a single charge (and up to 30 days with its charging case), the Smart Ring Active
is designed for durability and convenience, boasting a 5 ATM resistance to dust, sweat, and splashes, while weighing
just 4.7 grams for optimal comfort.
As of September 3, 2025, boAt has an average rating of 4.1 across its best-selling SKUs in the smartwatches category
on leading e-commerce marketplaces. Among these, 71% of boAt SKUs have an average rating of 4 or higher.
Additionally, boAt products such as Storm Call 3, Wave Sigma 3, and Lunar Embrace are rated 4 or higher (out of 5),
with over 390,000 reviews collectively on leading e-commerce marketplaces. (Source: Redseer Report)
Charging Solutions: Our charging solutions consist of a variety of wall chargers, charging cables with fast charging
capability and power banks.
• Wall chargers: Our ‘35W GaN Charger’ is designed to deliver up to 35W fast charging, featuring advanced
GaN chip technology for intelligent power and heat management. It includes 12-layer smart integrated circuit
protection, auto-detect dual-port charging, and multi-wattage support to cater to diverse consumer needs. The
charger also boasts corrosion-resistant pins, maintaining an ultra-lightweight and compact design. For
customers requiring a single output or single wattage solution, our ‘25W PD’ wall charger provides a compact
205alternative. Despite its smaller size, it incorporates smart integrated circuit protection, power delivery
technology, and universal compatibility, ensuring convenience and reliability for everyday use.
• Charging cables: We offer a range of universally compatible charging cables crafted from durable materials,
such as nylon braided jackets, and designed to support fast charging, similar to our audio and wearable
products. Available in various colours, these cables cater to diverse consumer preferences. One of our products,
the ‘Flexicharge 400,’ is a 4-in-1 charging cable featuring two swappable heads, enabling compatibility with
USB A, Type C, and Lightning ports. It supports up to 60W fast charging and high-speed data transfer of up
to 480 Mbps, with a flexible, tangle-free design for added convenience. For single-output requirements, our
‘C600 Fast Charging Cable’ supports up to 100W fast charging using USB 3.2 Gen 2 technology and is
wrapped in a durable nylon braided cable for enhanced longevity. Additionally, the ‘C600 Fast Charging Cable’
supports data transfer speeds of up to 10 Gbps, ensuring seamless syncing and efficient performance.
• Power banks: Our product line includes power banks designed to provide a portable and efficient charging
solution for smartphones, tablets, audio devices, smartwatches, and other wearables. These power banks are
universally compatible and work seamlessly with any of our charging cables. The ‘Energyshroom PB400’
features a 20,000 mAh lithium polymer battery with smart power management, triple output ports (two USB-
A and one Type-C two-way port) and supports 22.5W two-way fast charging. It also incorporates a 12-layer
smart integrated circuit protection system and offers a ‘pass-through charging’ feature, allowing simultaneous
charging of the power bank and connected devices. For less intensive needs, we offer a range of 10,000 mAh
power banks, including the ‘EnergyShroom PB331 Magnacharge,’ which supports 15W magnetic wireless
charging and 22.5W wired fast charging. This product also includes an LED battery indicator, enabling users
to monitor battery levels and charge their devices wirelessly if their device supports wireless charging
technology.
206Research and Development
Our product design and development initiatives are housed under “boAt Labs,” a center of excellence for our in-house
research and development team that is focused on innovation, new product development, and other functions such as
bill of material optimization and quality control within the audio category. As of June 30, 2025, the boAt Labs team
comprised 101 specialized engineers with expertise in hardware design and development, software design, and mobile
application development.
Audio
Through boAt Labs, we have built a proprietary technology stack in-house, encompassing IoT solution design,
software and hardware design, cloud development, semiconductor validation, and embedded software. This
technology stack enables custom-designed components, such as PCBs and supports modularization, allowing us to
build multiple products on the same base platform. This scalable architecture further facilitates faster time to market,
superior quality, and cost efficiencies.
Our collaborations with leading multinational technology providers, including Dolby, BES, Wuqi, further enhance
our capabilities. These collaborations allow us to integrate technologies into our products while keeping costs
optimized for the Indian market. For instance, we introduced India’s first Dolby-enabled earphones and worked closely
with BES to develop a custom platform and value engineered features to optimize for costs. These collaborations also
provide us with early insights into next-generation technologies, such as spatial audio and personalized audio
technology, which we incorporate into our offerings to elevate the customer experience.
In collaboration with BES, we developed a custom platform that optimizes both features and costs. This allows
seamless integration of advanced features on a unified base platform to create multiple differentiated products. One
such example is development of Nirvana Ivy, the only TWS with spatial head tracking at less than INR 4,000 in India.
Head tracking software takes up significant library space due to which total RAM required was exceeding RAM
supported on chip thus challenging the compatibility with the platform. boAt Labs undertook significant value
engineering to achieve reduction in base hardware and software modules. For example, spatial head tracking library
was optimized and enhancements such as re-center, adaptive head tracking options were added. In order to manage
design complexity and costs, we utilized the talk mic as a multi-processor to run noise cancellation algorithms
eliminating the need for a separate mic which enabled us to offer 50dB Hybrid Audio Noise Cancellation (“ANC”)
with only two mics. Along with this, the PCB layout was designed to improve performance in terms of improved BT
range, better voice call and sound quality. These enhancements enabled us to deliver the Nirvana experience to our
customers
Wearables
Along similar lines to audio, our wearables strategy is also predicated upon building a strong and differentiated product
design and development strategy and program. Our primary initiative within this area is led by “boAt Labs”, a center
of excellence dedicated to in-house research and development. Supported by a growing portfolio of 19 registered
patents in India, 24 registered patents outside India and applications for 31 patents, which include 13 patent
applications in India and 18 patent applications outside India, through our subsidiary KaHa Pte. Ltd. acquired in 2022
to strengthen our innovation capabilities in wearables, we have been able to own the entire technology stack for
wearables, including hardware, software, and mobile application layers, which we believe is a differentiator in the
marketplace. Our capabilities extend to in-house PCB design, a proprietary operating system called “Crest OS,” an
in-house mobile application, a data driven smart IoT platform, and patented artificial intelligence and machine learning
technologies. Under Crest OS, we have developed a wide range of features, including NFC-based tokenized payments,
and advanced fitness and health tracking capabilities such as vital tracking and auto activity detection. We have
partnered with Antara Senior Care to address the unique challenges of healthcare and safety for India’s ageing
population. We leveraged our expertise in wearable technology to design customized devices for senior care with
features like SOS alerts, live tracking, and remote health monitoring that allow family members and caretakers to stay
connected and informed. This along with Antara Senior Care’s extensive expertise in senior care enables reaching
senior citizens with cutting-edge technology products to improve their well-being.
Application support for products:
Our in-house mobile application allows offering differentiated features to consumers and enable higher engagement
207on the application. We have seen steadily increasing user adoption on the application across the months ~1.2 million
monthly active users on hearables application and ~2.9 million monthly active users on wearables application as of
June 30, 2025.
Manufacturing and Procurement
Our products are manufactured either through Califonix Tech and Manufacturing Private Limited, our joint venture
we established with Dixon Technologies in Financial Year 2022 for manufacturing and developing Bluetooth-enabled
audio products, or through our network of trusted contract manufacturers. As of June 30, 2025, we have manufactured
over 75 million units in India, with 75.83% of our total units being manufactured in India during the three month
period ended June 30, 2025, as compared to less than 39.65% during Financial Year 2023. Our joint venture has a
monthly capacity of over two million units. We are generating employment for over 6,000 contract workers in the
manufacturing related processes, through our joint venture as well as third party suppliers. Through our joint venture
we have strengthened our control over manufacturing processes and product quality, while outsourcing a portion of
manufacturing enables us to utilize the expertise of multiple manufacturers and maintain flexibility to address varying
manufacturing requirements.
208Our manufacturing model involves the sourcing of required components, including the customization of components
based on our product design requirements. These components are supplied by our trusted suppliers, following which
we work closely with our Joint Venture and contract manufacturing partners, both in India and internationally, to
manufacture the finished products. This model enables us to maintain stringent quality and process controls, ensuring
product standardization while effectively managing costs. It also allows for shorter time-to-market for new products
and meeting the rapidly evolving preferences of our consumers.
209Installed capacity and capacity utilisation
The following table sets out our capacity utilization rate for assembly unit of TWS earbuds of our joint venture, Califonix Tech and Manufacturing Private Limited,
for the three month periods ended June 30, 2025 and June 30, 2024, and the Financial Years 2025, 2024 and 2023, in line with the certificate dated October 28,
2025 issued by the Chartered Engineer:
As of and for the three month periods ended June 30, As of and for the Financial Years
Manufacturing
2025 2024 2025 2024 2023
Unit
Annual Annual Actual Annual Annual Actual Annual Annual Actual Annual Annual Actual Annual Annual Actual
Utilizat Utilizat Utilizat Utilizat Utilizat
Installed Available Prod Installed Available Prod Installed Available Prod Installed Available Prod Installed Available Prod
ion (%) ion (%) ion (%) ion (%) ion (%)
Capacity Capacity uction Capacity Capacity uction Capacity Capacity uction Capacity Capacity uction Capacity Capacity uction
Califonix by
Dixon
3.19 2.67 13.44 8.71
B17, Block B,
30 million Units million 10.63 30 million Units million 8.90 30 million Units million 44.80 30 million Units million 29.03 NA* NA* NA* NA*
Sector 85, Noida,
Units Units Units Units
Uttar Pradesh
201301
* Not Applicable, as manufacturing through our joint venture, Califonix Tech and Manufacturing Private Limited, commenced in the Financial Year 2024.
Note: One unit refers to set of left and right buds with a charging case.
210Manufacturing and supply chain initiatives
We have a strong supplier ecosystem that enables the creation of a customized platform architecture, including chipsets designed
specifically for our product requirements. Over the last few years, in line with the “Make-in-India” initiative, we are focusing
on transitioning the manufacturing of certain components (including PCBs and batteries) to India. These component
manufacturing localization efforts are estimated to reduce costs, including savings of up to 15-20% in duty expenses compared
to finished goods imports, supported by government incentives (Source: Redseer Report). They are also expected to enhance
supply chain agility by shortening lead times through reduced transit times, improve supply chain resilience through
diversification, and enable us to deliver high-quality, innovative products tailored to the Indian market.
As of June 30, 2025, we have achieved significant milestones in our manufacturing and supply chain initiatives, further
solidifying our commitment to the “Make-in-India” initiative by manufacturing over 75 million units in India.
We are further working with our suppliers directly to bring about standardization of key components across products which
will ensure high quality end products, faster time to market for new products and better costs driven by higher volumes. In
addition, we have observed lower warranty costs for components developed through joint collaboration with our suppliers
leading to improved customer satisfaction.
Quality Assurance
Quality assurance for products received from suppliers and contract manufacturers
To ensure that the raw materials and components sourced for manufacturing our products are of a high quality, we only
collaborate with suppliers and contract manufacturers that have a proven track record and with whom we have developed strong
working relationships. We have oversight and control over our supply chain and have an on-site team that visits the physical
facilities of our contract manufacturers to inspect their manufacturing processes and the quality of our products at various
stages. We provide our inputs to the contract manufacturers on improving the quality of our products, and our process involves
inspecting, testing and sampling of products at various stages of the supply chain. Only products that are approved after the
quality control process undergo mass production.
Quality control processes are conducted at the facilities of our manufacturers before the products are transported to our facility.
After the manufacturing stage, a further inspection is carried out. If defects are discovered at this stage, remedial actions are
taken. After we receive products from our manufacturers, we conduct physical verification of the inventory at our warehouse.
In the past, we have made claims against products delivered to us due to manufacturing defects and have successfully recovered
our costs and our losses.
Product warranties to consumers
We also provide warranties to our consumers in respect of the products we sell to them. The duration, nature and scope of the
warranty varies depending on the relevant product. For instance, our standard warranty is for one year, while our cables (other
than those supplied with our products) have a warranty of two years. We have a dedicated warranty team that monitors the
frequency and nature of warranty claims on our products.
Sales Channels
Online
Along with developing and growing our product portfolio, we have also expanded our presence across online and offline
channels to widen our distribution footprint. As a digital-first consumer products company, we initially scaled our business by
established horizontal e-commerce marketplaces to penetrate target markets and sell our products. Our presence on these
platforms continues to expand, driven by the increasing adoption of online shopping in India. Over time, we have diversified
our online presence by scaling operations through (i) our direct-to-consumer website, and (ii) additional online marketplaces
including fast-growing quick commerce platforms. Quick commerce platforms allow us to rapidly address consumers’
immediate needs, enhancing convenience and fostering deeper engagement. Meanwhile, sales through our website continue to
be an important source of building direct consumer relationships, gathering valuable insights into preferences and behaviors,
and driving product innovation and strategic refinement across all channels.
211Offline
We have also significantly expanded our offline presence through a network of omni-channel and offline retailers and
distributors, complementing our digital-first model and enhancing our brand visibility and market reach. Offline channels play
a vital role for consumers who prefer to test innovative features, comfort and fit, and experience subjective elements such as
sound quality and active noise cancellation before making a purchase. As a result, our revenue from operations (sale of products)
has evolved over the years, with the contribution of offline sales steadily increasing from 27.69% in the Financial Year 2023 to
29.45% in Financial Year 2025, and was 28.35% during the three month period ended June 30, 2025. This growth has been
supported by our presence across more than 12,000 offline retailers across 25 states and five union territories, with a distribution
network comprising 112 distributors, as of June 30, 2025. Additionally, we are present at all leading omnichannel retailers,
including Croma and Vijay Sales. To further strengthen our offline presence, as of June 30, 2025, we have deployed 26 in-store
representatives to drive sales and extended offline marketing support across over 100 of these stores in India out of which two
are owned by boAt.
We continue to invest in building strong relationships with our online and offline channel partners by strategically expanding
product assortments, launching exclusive products tailored to specific channels, and collaborating on joint brand promotions.
Additionally, our relationship with our channel partners is symbiotic in nature where we help our channel partners in new
customer acquisitions.
For details of our sales from online and offline channels for the three month periods ended June 30, 2025, and June 30, 2024,
and the Financial Years 2025, 2024 and 2023, please see “– Overview – Our Channels” on page 182.
Marketing and Advertising
We aim to grow our consumer base and attract new consumers through effective branding, targeted advertising and consumer
engagement. We typically engage with our consumers through our social media channels and in developing our marketing
initiatives, we use systematic audience profiling and cohort analysis to understand initiatives that our target audience would
most likely respond best to. We also seek to optimize our click-through rate and use search engine optimization. We believe
our marketing campaigns are capital-efficient and ROI-efficient, which helps us reduce consumer acquisition costs and increase
consumer lifetime value.
We use digital marketing to target users across the entire marketing funnel, from creating awareness and driving consideration
to conversion by communicating what our flagship brand “boAt” and our premium sub-brand “Nirvana” stand to deliver.
Through our marketing media initiatives, a deliberate retention program and presence across social media, we believe we have
not only shaped how consumers perceive our brands, but also how our target audience perceive consumer lifestyle products.
Over the years, we have developed initiatives that target a consumer’s retention life cycle. We believe our marketing initiatives
have been consistent across several forms of media, aided by organized and rigorous calendar planning across various channels
and content formats, with the brand identity at its core and this has allowed us to build an engagement driven marketing approach
that is efficient and productive.
We engage with our community through initiatives such as “boAt coins” which users can earn with activity on app, participating
in challenges and these coins have exclusive offers at partner stores. Other examples of engagement are exclusive access to
watch face studio with over 700 activities, a chance to spend a day with our co-founder, Aman Gupta, virtual locker rooms to
play cricket games and win prizes. We also initiate campaigns with community generated content on social media such as
“boAthead spotted” to encourage association with the brand. There is also a strong feedback mechanism from our D2C channel.
Once onboarded to the boAt brand, there is a repeat rate of 15-20% on our D2C website. Out of our repeat users on our D2C
website, 25-30% consumers upgrade to a higher ASP product in the same product category and 40-45% customers have
extended their trust to a different product category, thus enabling cross-selling for boAt.
We have developed a robust brand and marketing playbook, leveraging our nuanced marketing capabilities that drive high
engagement with young consumers and strengthen the performance of our brand.
212As shown above, our marketing playbook is anchored on four core pillars:
• Consistent communication of our brand identity: Across the marketing funnel – from creating awareness, to driving
consideration to conversion – we communicate what our flagship brand “boAt” represents. Our identity is centered
around being a technology democratizer, aligned with social trends and proudly reflective of our Indian heritage.
• Collaboration with celebrities and influencers: We collaborate with celebrities and influencers who are the most relevant
and popular among our target consumers. For example, we have collaborated with celebrities such as Ranveer Singh,
Jemimah Rodrigues and Yashasvi Jaiswal.
• Brand collaborations: We enhance brand equity through brand collaborations with media and entertainment houses,
sports teams, mega events and fashion labels including Royal Challengers Bangalore, Kolkata Knightriders, Dhruv
Kapoor label and Huemn. These brand associations include exclusive marketing activities including limited edition
product launches.
• Innovative marketing campaigns: We execute impactful campaigns with strong reach, engagement and virality, such as,
our ‘Lost in Nirvana’ ad campaign, generating over 360 million impressions as of June 30, 2025 and an interactive
campaign with Royal Challengers Bangalore offering an immersive experience for boAtheads, generating 78 million
impressions as of June 30, 2025.
Further, we have leveraged our in-house innovations and significant collaborations to establish a strong presence in the
213aspirational price segment through our premium sub-brand Nirvana’s product range, offering differentiated audio experiences.
We have also made significant investments in innovative marketing initiatives, including the ‘Lost in Nirvana’ campaign
featuring Ranveer Singh, which achieved over 360 million views and feature-focused product marketing.
Customer Service
While developing and growing our product portfolio, we have also expanded our presence across online and offline channels
to widen our distribution footprint. We are committed to ensuring that our products are of a high quality and devoid of any
manufacturing defects. However, in case any of our consumers face issues with our products within the warranty period, they
may reach out to us through a number of communication channels including our customer care helpline, by e-mail or directly
through our social media channels. We also offer “red carpet” customer service for the customers of our sub-brand Nirvana,
which is a priority service to Nirvana customers.
Our consumers also have the option to physically return any defective products at a service centre of their choice or arrange for
door-step collection of the defective product by one of our logistics service providers. Our consumers also have the option to
directly return the defective products to the offline retailers from whom such products were purchased. As of June 30, 2025,
we have over 115 third-party operated service centres across India that provide diagnostic service and repair solutions for our
entire portfolio of products across our product categories.
Our business contracts
(1) Agreements with customers / distributors: We typically enter into long-term agreements with our customers and
distributors in relation to our e-commerce channels, general and modern trade and exports to foreign countries.
(2) Agreements with vendors: We typically enter into short-term and long-term agreements with our vendors for
manufacturing and supply of our products (covering Make in India, Make in China and Make in Vietnam); and
(3) Agreements with third-party service providers: We typically enter into short-term agreements with third-party service
providers for our marketing and brand building activities, brand-related collaboration managing logistics and research
and development.
See also, “Risk Factors - We rely completely on third-party logistics providers for supply and transportation of our products to
our customers and distributors”, “Risk Factors - We may be unable to enforce our rights under some of our agreements in
relation to our contract manufacturers and other suppliers or under our agreements with our distributors, strategic partners
or with various brand ambassadors on account of insufficient stamping and non-registration” and “Risk Factors - We are
heavily reliant on our relationships with certain online marketplaces and offline distributors, including the payment
mechanisms and platform access fee structures of online marketplaces. Disruptions to such relationships, changes in their
business practices, their failure to meet payment schedules and provide timely and accurate information, or conflicts among
our channels of distribution could adversely affect our business, cash flows and results of operations” on pages 44, 49 and 30.
Intellectual Property
Our Company has 82 registered trademarks in India and 25 registered trademarks outside India under various classes, including
registration for our flagship brand “boAt” and our premium sub-brand “Nirvana”. Additionally, we have 20 registered designs
and one registered copyright. Our Company has also filed applications for the grant of 30 additional trademarks in India and
nine additional trademarks outside India, which are pending for registration at various stages. We have also registered the
www.boat-lifestyle.com domain name on which we host our D2C Website and carry out e-commerce activities. Further, we
also have 19 registered patents in India, 24 registered patents outside India and have also filed applications for 31 patents, which
include 13 patent applications in India and 18 patent applications outside India, which are pending for registration at various
stages, through our subsidiaries KaHa Pte. Ltd. acquired in 2022 to strengthen our innovation capabilities in wearables.
See “Risk Factors – We may not be able to adequately protect our flagship “boAt” brand, other brands and intellectual property
and may be subject to claims that we infringe on the intellectual property rights of others, each of which could harm our
business.” and “Government and Other Approvals – Intellectual Property” on pages 50 and 400, respectively.
Competition
We compete with other industry participants for the wallet share of consumers, particularly for audio and wearables. Our
competitors include legacy audio and foreign brands, emerging Indian brands, Chinese smartphone OEMs, as well as private
labels of marketplaces. We believe that we have and can remain competitive based on our significant brand strength, our reach
and attractiveness to the rapidly emerging online audience of young, digitally enabled and technology and trend-conscious
consumers in India, the attractiveness and distinctiveness of our brand and product design, product technology, and features, as
well as the quality and affordability of our products.
214Employees
As of June 30, 2025, we had 553 employees across Mumbai, Delhi, Bangalore, China and Singapore. In addition to our
employees, we also engaged 407 contract personnel, as of June 30, 2025. None of our employees are represented by a labour
union. We have not experienced any work stoppages since our incorporation.
The following table provides a breakdown of our employees (excluding contract personnel) by function as of June 30, 2025:
Function Number
Sales 112
Marketing and Design 52
Product and R&D 136
Customer Experience 34
Supply Chain and Operations 128
Finance and Legal 41
Corporate 50
Total 553
Insurance
We maintain insurance policies to cover, among other things, losses caused due to fire and earthquake. We also maintain
insurance policies for commercial general liability and directors’ and officers’ liability While we believe that the level of
insurance, we maintain would be reasonably adequate to cover the normal risks associated with the operation of our business,
we do not have insurance policies to cover all possible events.
Set forth below are the details of our insurance coverage on tangible assets as of June 30, 2025:
Particulars Details
Insurance coverage on property, plant and equipment and inventories (₹ million) 4,741.71
Insurance coverage as a percentage of property, plant and equipment and inventories 101.76
(in %)
For further details, see “Risk Factors – Our insurance coverage may not be sufficient or adequate to cover any future potential
losses and liabilities. If we suffer a large uninsured loss or an insured loss that significantly exceeds our insurance coverage,
our business, results of operations, financial condition and cash flows may be adversely affected.” on page 58.
Awards and Accolades
Over the past few years, we and our management team have received several awards and accolades, the most notable of which
are set out below:
Calendar Year Details
“Best Value-for-money Headphones”, “Best Value-for-money Home Theatre”, “Best Smartwatch for Everyday
Use” and “Best Value-for-money TWS” at Best in Tech Amazon Awards 2025
2025 “Visionary Entrepreneur of the year” to Aman Gupta, at the Google Education Summit 2025
“D2C Brand of the Year (Timewear)” at the D2C Awards 2025, presented by Indian Retailer
Best Audio & Wearables Brand at Myntra’s Tech Threads 2024
“Founder of the Year” by Entrepreneur India to Aman Gupta
2024
“Kyoorus creative award” by Zee
Device Next’s Editor’s Choice Award for “Best Premium TWS” for Nirvana Ivy
“Marketers’ Excellence Award 2023” by Afaqs
2023 “Digital Disruptors in India 2023” by Redseer Strategy Consultants
“India’s Top D2C Brands 2023” by BW Disrupt
2022 “D2C Disruptor Award 2022” by Forbes India
215Calendar Year Details
“Best Value-for-money Headphones”, “Best Value-for-money Home Theatre”, “Best Smartwatch for Everyday
Use” and “Best Value-for-money TWS” at Best in Tech Amazon Awards 2025
2025 “Visionary Entrepreneur of the year” to Aman Gupta, at the Google Education Summit 2025
“D2C Brand of the Year (Timewear)” at the D2C Awards 2025, presented by Indian Retailer
“Challenger Brand Award” at the Pitch Top 50 Brands 2022
“Best D2C Brand of the Year- Smart Wearables” by Device Next Summit 2022
“Best Indigenous Tech brand of the Year 2022” by BGR
Please see “History and Certain Corporate Matters – Key awards, accreditations and accolades received by our Company” on
page 228.
Technology Infrastructure
We have established a strong foundation of innovation, through in-house engineering and R&D capabilities supported by brand
collaborations and alliances with global technology providers, that allows us to retain control over the entire product
development lifecycle, ensuring differentiated and customized high-quality offerings at accessible price points. Our product
design and development initiatives are housed under “boAt Labs,” a center of excellence for our in-house research and
development team that is focused on innovation, new product development, and other functions such as bill of material
optimization and quality control. As of June 30, 2025, our “boAt Labs” team comprised 101 specialized engineers with expertise
in hardware design and development, software design, and mobile application development.
Our properties
As of June 30, 2025, we operated entirely out of leased premises.
Our registered and corporate office is situated at ‘Unit No. 204 & 205, 2nd Floor, D-Wing and E-Wing, Corporate Avenue,
Andheri Ghatkopar Link Road, Mumbai 400 093, Maharashtra, India’, on a leasehold basis. The tenure of the lease for our
registered office is for a period of five years commencing May 25, 2022.
As of June 30, 2025, the details of the property through which we operate our business is set out below:
S.No. Location Lessor Term of lease Whether lessor Whether lease Whether lease
is a related transaction was deed has been
party (Yes / entered into at entered into and
No) arm’s length is adequately
basis (Yes / No) stamped /
registered (Yes /
No)
Registered and Corporate Office
1. Mumbai Atul Projects India 5 years No Yes Yes
Private Limited,
Abode Builders
and Asian
Builders and
Contractors
Company offices
2. Gurugram New Horizons 5 years No Yes Yes
Asphalt Private
Limited
3. New Delhi Satpal Singh 11 months No Yes Yes
4. Bhim Singh 11 months No Yes Yes
5. Bengaluru United Oxygen 5 year No Yes Yes
Company Private
Limited
Shops
6. Meerut Ranjhana Arora 3 years No Yes Yes
7. Sonipat Harmeet Singh 3 years No Yes Yes
216Warehouses
8. Bhiwandi Refer Note 1 5 years No Yes Yes
9. Mukund Shankar 5 years No Yes Yes
Mirkute
10. Hiten 5 years No Yes Yes
Pravinchandra
Dalal and Neeta
Hiten Dalal
11. Refer Note 2 5 years No Yes Yes
(1) M.S. Mahadurga Infratech Infotech LLP, Mangesh Namdev More, M/s. Prakhhyat Infraproiects Private Limited, M/s.Prakhhyat Infraprojects Private
Limited, Baban Babu Patil, Gopinath Babu Patil, Yashwant Babu Patil, Rakesh Sitaram Singh, Anita Rakesh Singh, Deepak Talakshi Chheda, Binita Pratik
Shah, Synthesize Group, Pawan Shreechand Mundhra, Kiran Pawan Mundhra and Yogesh Shreechand Mundhra.
(2) Manisha Pramesh Rambhiya, Pramesh Chunilal Rambhiya, Seema Ketan Savla, Imperial Ink LLP, Namdev Mukund Patil, Pandurang Mukund Patil and
Jyoti Shivaji Patil
We are required to pay security deposits, specified monthly rentals and common area.
See also, “Risk Factors – Our Registered and Corporate Office, our joint venture’s manufacturing facility and other offices
and warehouses are located on premises held by us on a leasehold basis. We cannot assure you that the lease agreements
governing these premises will be renewed upon termination or that we will be able to obtain other premises on same or similar
commercial terms” on page 39.
None of our properties are connected in any manner with our Promoters, members of our Promoter Group, and our Key
Managerial Personnel of our Company or our Subsidiaries.
217KEY REGULATIONS AND POLICIES
The following description is a summary of certain sector specific laws and regulations in India, which are
applicable to our Company and our Material Subsidiaries. The information detailed in this section has been
obtained from various statutes, regulations and/or local legislations and the bye laws of relevant authorities that
are available in the public domain. The description may not be exhaustive and is only intended as a substitute to
provide general information to investors, and is neither designed, nor intended as a substitute for professional
legal advice. Judicial and administrative interpretations are subject to modification or clarification by subsequent
legislative, judicial or administrative decisions. For further details in relation to our material approvals, see
“Government and Other Approvals” on page 398.
Key acts, regulations and policies governing our Company
Consumer Protection Act, 2019 (the “Consumer Protection Act”) and rules made thereunder
The Consumer Protection Act was designed and enacted to provide simpler and quicker access to redress
consumer grievances. It seeks, amongst other things, 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” under the
Consumer Protection Act includes persons engaged in offline or online transactions through electronic means or
by tele-shopping or direct-selling or multi-level marketing. It provides for the establishment of consumer disputes
redressal forums and commissions for the purposes of redressal of consumer grievances. In addition to awarding
compensation and/or passing corrective orders, the forums and commissions under the Consumer Protection Act,
in cases of misleading and false advertisements, are empowered to impose imprisonment for a term which may
extend to two years and fine which may extend to ten lakhs.
In line with the Consumer Protection Act, the Ministry of Consumer Affairs, Food and Public Distribution,
Government of India (“Ministry of Consumer Affairs”) has also notified the Consumer Protection (E-
Commerce) Rules, 2020 (“E-Commerce Rules”) on July 23, 2020, which provide a framework to regulate the
marketing, sale and purchase of goods and services online. The E-Commerce Rules govern e-commerce entities
which own, operate, or manage, a digital or electronic facility or platform for electronic commerce, but does not
include a seller offering his goods or services for sale on a marketplace e-commerce entity. The Ministry of
Consumer Affairs has also released draft amendments to the E-Commerce Rules for public comments. The
aforesaid draft amendments require e-commerce entities to, amongst other things, register themselves with the
Department for Promotion of Industry and Internal Trade, appoint a chief compliance officer, a nodal contact
person and a resident grievance officer. Additionally, the draft amendments prohibit e-commerce entities from
misleading users by manipulating search results, prohibit flash sales and abuse of dominant position, and mandate
e-commerce entities to identify sponsored listings of products and services with clear and prominent disclosures.
Information Technology Act, 2000 (“Information Technology Act”)
The Information Technology Act seeks to (i) provide legal recognition to transactions carried out by various means
of electronic data interchange involving alternatives to paper-based methods of communication and storage of
information; (ii) facilitate electronic filing of documents; and (iii) create a mechanism for the authentication of
electronic documentation through digital signatures. The IT Act prescribes punishment for publishing and
transmitting obscene material in electronic form. The IT Act provides for extraterritorial jurisdiction over any
offence or contravention under the IT Act committed outside India by any person, irrespective of their nationality,
if the act or conduct constituting the offence or contravention involves a computer, computer system or computer
network located in India. Additionally, the IT Act empowers the Government of India to direct any of its agencies
to intercept, monitor or decrypt any information generated, transmitted, received or stored in any computer source
in the interest of sovereignty, integrity, defense and security of India, among other things
The Information Technology Act empowers the Government of India to formulate rules with respect to reasonable
security practices and procedures and sensitive personal data. In exercise of this power, the Department of
Information Technology, Ministry of Electronics and Information Technology, Government of India (“DoIT”),
on April 11, 2011, notified the Information Technology (Reasonable Security Practices and Procedures and
Sensitive Personal Data or Information) Rules, 2011 (“IT Security Rules”) which prescribe directions for the
collection, disclosure, transfer and protection of sensitive personal data by a body corporate or any person acting
on behalf of a body corporate. The IT Security Rules require every such body corporate to provide a privacy
policy for handling and dealing with personal information, including sensitive personal data, ensuring security of
all personal data collected by it and publishing such policy on its website. The IT Security Rules further require
that all such personal data be used solely for the purposes for which it was collected and any third party disclosure
of such data is made with the prior consent of the information provider, unless contractually agreed upon between
218them or where such disclosure is mandated by law.
The DoIT also notified the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code)
Rules, 2021 (“IT Intermediaries Rules”) requiring intermediaries receiving, storing, transmitting, or providing
any service with respect to electronic messages to not knowingly host, publish, transmit, select or modify any
information prohibited under the IT Intermediaries Rules, to disable hosting, publishing, transmission, selection
or modification of such information once they become aware of it, as well as specifying the due diligence to be
observed by intermediaries. The IT Intermediary Rules further require the intermediaries to provide for a
grievance redressal mechanism and appoint a nodal officer and are resident grievance officer.
The Digital Personal Data Protection Act, 2023 (“Data Protection Act”)
The Data Protection Act provides for collection and processing of digital personal data by persons, including
companies. According to Data Protection Act companies collecting and dealing in high volumes of personal data
will be defined as significant data fiduciaries. These significant data fiduciaries will be required to fulfil certain
additional obligations under the Data Protection Act including appointment of data protection officer who will be
point of contact between such fiduciaries and individuals for grievance redressal. Further such data fiduciaries
will also be required to appoint an independent data auditor who will evaluate their compliance with the Data
Protection Act. The relevant rules for the enforcement of the Data Protection Act have not been published and
notified.
Bureau of Indian Standards Act, 2016
Bureau of Indian Standards Act, 2016 provides for the establishment of the Bureau of Indian Standards (“BIS”)
for the development of the activities, inter alia, standardization, conformity assessment and quality assurance of
goods, articles, processes, systems and services, and formatters connected therewith and incidental thereto.
Functions of the BIS include, inter alia, (a) recognizing as an Indian standard, with the prior approval of the
Central Government, the mark of any international body or institution at par with the standard mark, for such
goods, articles, process, system or service in India or elsewhere; (b) specifying a standard mark to be called the
Bureau of Indian Standards Certification Mark which shall be of such design and contain such particulars as
maybe prescribed to represent a particular Indian standard; (c) providing training services in relation to inter alia,
quality management, standards, conformity assessment; (d) publishing Indian standards; promotion of safety in
connection with any goods, article, process, system or service; and (e) any such other functions as may be
necessary for promotion, monitoring and management of the quality of goods, articles, processes, systems and
services and to protect the interests of consumers and other stakeholders.
Electronics and Information Technology Goods (Requirement for Compulsory Registration) Order, 2021 (the
“EITG Order”)
The EITG Order provides for the registration of certain scheduled electronic goods under relevant Indian
Standards (“IS”) as prescribed by the BIS. As per the EITG Order, no person shall manufacture or store for sale,
import, sell or distribute goods which do not conform to the IS specified in the EITG Order. Further, manufacturers
of these products are required to apply for registration from the BIS after getting their product tested from BIS
recognized labs and requires manufacturers to mandatorily display the relevant IS mark as notified by the BIS on
their products. Further, the BIS may notify additional categories of electronic goods requiring registration from
time to time. The EITG Order also provides the BIS powers to inspect the premises of the manufacturer to ensure
conformity of the products and issue directions in this regard.
Legal Metrology Act, 2009 (“LM Act”) and the Legal Metrology (Packaged Commodities) Rules, 2011
(“Packaged Commodity Rules”)
The LM Act seeks to establish and enforce standards of weights and measures, regulate trade and commerce in
weights, measures and other goods which are sold or distributed by weight, measure or number. The LM Act and
rules framed thereunder regulate, inter alia, the labelling and packaging of commodities, appointment of
government-approved test centres for verification of weights and measures used, and lists penalties for offences
and compounding of offences under it. Any non-compliance or violation under the LM Act may result in, inter
alia, a monetary penalty on the manufacturer or seizure of goods or imprisonment in certain cases. The Packaged
Commodity Rules define “pre-packaged commodity” as a commodity which without the purchaser being present
is placed in a package of a pre-determined quantity. The Packaged Commodity Rules prescribes the regulations
for imports, pre-packing and the sale of commodities in a packaged form intended for retail sale, whole sale and
for export and import, certain rules to be adhered to by importers, wholesale and retail dealers, the declarations to
be made on every package, the size of label and/or importers and the manner in which the declarations shall be
made, etc. These declarations that are required to be made include, inter alia, the name and address of the
219manufacturer, the dimensions of the commodity, the maximum retail price, generic name of the product, the
country of origin and the weight and measure of the commodity in the manner as set forth in the Packaged
Commodity Rules. The Packaged Commodity Rules were amended in the year 2017 to increase protection granted
to consumers especially relating to e-commerce entities. Pursuant to the amendments, the inventory e-commerce
entity itself will be made liable and punishable for failure to make relevant declarations on its platform as required
under the Act and the Rules.
Currently, Legal Metrology (Packaged Commodities) Rules, 2011 (“Packaged Commodity Rules”) require a
declaration of 'country of origin' or 'country of manufacture' or 'country of assembly' on the imported products.
This is aimed at curbing false and misleading claims by the brands to deceive the customers, as also to give
complete information of the product to a potential buyer. Demands for specifying the Country of Origin ("COO")
of products sold online has gained ground in view of Prime Minister's vision "Make in India". The Government
had asked e-commerce entities to adhere to the Packaged Commodity Rules and display Country of Origin of
products listed on their platform/s by August 01, 2020. In the recently draft of proposed amendment to the
Consumer Protection (E-Commerce) Rules, 2020, inter alia, requires and e-commerce entity that offers imported
goods or services for sale, to identify goods based on their country of origin, provide a filter mechanism on their
e-commerce website and display notification regarding the origin of goods at the pre-purchase stage, at the time
of goods being viewed for purchase, suggestions of alternatives to ensure a fair opportunity for domestic goods
and further to provide ranking for goods and ensure that the ranking parameters do not discriminate against
domestic goods and seller.
Legislations relating to sale of goods
The Sale of Goods Act, 1930 (the “Sale of Goods Act”)
Sale of Goods Act governs contracts relating to sale of goods. The contracts for sale of goods are subject to the
general principles of the law relating to contracts i.e. the Indian Contract Act, 1872. A contract for sale of goods
has, however, certain peculiar features such as, transfer of ownership of the goods, delivery of goods, rights and
duties of the buyer and seller, remedies for breach of contract, conditions and warranties implied under a contract
for sale of goods, etc. which are the subject matter of the provision of the Sale of Goods Act.
Intellectual Property Laws
Intellectual property rights refer to the general term for intangible, intellectual, industrial property rights through
patents, copyrights and trademarks and includes geographical indications, trade secrets, and confidential
information. These property rights allow the holder to exercise a monopoly on the use of the item for a specified
period.
The Trademarks Act, 1999 (the “Trademarks Act”)
Trademarks enjoy protection under both statutory and common law and Indian trademark law permits the
registration of trademarks for both goods and services. The Trademarks Act governs the statutory protection of
trademarks and the prevention of the use of fraudulent marks in India. Under the provisions of the Trademarks
Act, an application for trademark registration may be made before the Trademark Registry by any person claiming
to be the proprietor of a trade mark, whether individual or joint applicants, and can be made on the basis of either
actual use or intention to use a trademark in the future. Once granted, a trademark registration is valid for 10 years
unless cancelled, subsequent to which, it can be renewed. If not renewed, the mark lapses and the registration is
required to be restored. The Trademarks Act prohibits registration of deceptively similar trademarks and provides
for penalties for infringement, falsifying and falsely applying trademarks. Further, pursuant to the notification of
the Trademark (Amendment) Act, 2010 simultaneous protection of trademark in India and other countries has
been made available to owners of Indian and foreign trademarks. The Trademark (Amendment) Act, 2010 also
seeks to simplify the law relating to transfer of ownership of trademarks by assignment or transmission and to
conform Indian trademark law with international practice.
The Patents Act, 1970 (the “Patents Act”)
The Patents Act recognises both product and process patents and prescribes eligibility criteria for grant of patents,
including the requirement that an invention satisfy the requirements of novelty, inventive step and industrial
applicability in order for it to avail patent protection. However, the Patents Act also provides that patent protection
may not be granted to certain specified types of inventions and materials even if they satisfy such criteria.
Application by an Indian resident to any foreign authority in respect of an invention made outside India is
prohibited without first making an application for the invention in India. Once granted, a patent remains valid for
a period of twenty years from the date of filing of the patent application, subsequent to which it can be renewed.
220While the Patents Act prohibits patentability of a ‘computer programme’ as such, computer programmes in
combination with a novel hardware are patentable. Computer programmes on their own are excluded from patent
protection and are protected as a literary work under the Copyright Act, 1957. In terms of the Patent Act, the
patentee holds the exclusive right to prevent third parties from the using, offering for sale, selling or importing for
such purposes, the patented product or product obtained directly by a process patented in India.
The Designs Act, 2000 (the “Designs Act”) and rules made under thereof
The Designs Act prescribes for the registration of designs. The Designs Act specifically lays down the essentials
of a design to be registered and inter alia, provides for application for registration of designs, copyright in
registered designs, etc. A ‘Design’ means only the features of shape, configuration, pattern, ornament or
composition of lines or s or combination thereof applied to any article whether two dimensional or three
dimensional or in both forms, by any industrial process or means, whether manual, mechanical or chemical,
separate or combined, which in the finished article appeal to and are judged solely by the eye, but does not include
any mode or principle or construction or anything which is in substance a mere mechanical device, and expressly
excludes works accorded other kinds of protection like property marks, trademarks and copyrights. Any person
claiming to be the proprietor of a new or original design may apply for registration of the same before the
Controller-General of Patents, Designs and Trade Marks. On registration, the proprietor of the design attains a
copyright over the same. The duration of the registration of a design in India is initially ten years from the date of
registration. No person may sell, apply for the purpose of sale or import for the purpose of sale any registered
design, or fraudulent or obvious imitation thereof.
Environmental Laws
The Environment Protection Act, 1986 (the “Environment Act”) and The Environment (Protection) Rules,
1986 (the “Environment Rules”)
The Environment Act is an umbrella legislation designed to provide a framework for the Central Government to
co-ordinate activities of various state and central authorities established under previous environmental laws. The
potential scope of the Environment Act is broad, with ‘environment’ defined to include water, air and land and
the interrelationships which exist among water, air and land, and human beings and other living creatures, plants,
micro-organisms and property. The Environment Act empowers the Central Government to take all such measures
as it deems necessary or expedient for the purpose of protecting and improving the quality of the environment and
preventing, controlling and abating environmental pollution. Further, the Central Government has been given the
power to give directions in writing to any person or officer or any such person, officer or authority for any of the
purposes of the Environment Act, including the power to direct the closure, prohibition or regulation of any
industry, operation or process; and stoppage or regulation of the supply of electricity or water or any other services.
The Environment Rules prescribe standards for emission or discharge of environmental pollutants that an industry
must comply with. Pursuant to the Environment Rules, every person who carries on an industry, operation or
process requiring consent under the Water (Prevention and Control of Pollution) Act, 1974 or the Air (Prevention
and Control of Pollution) Act, 1981, each as amended, is required to submit to the concerned state pollution control
board, an environmental statement for that financial year in the prescribed form.
E-Waste Management Rules, 2023 (the “E-Waste Rules”)
E-waste means electrical and electronic equipment, whole or in part discarded as waste by the consumer or bulk
consumer as well as rejects from manufacturing, refurbishment and repair processes. The E-waste Rules provide
for different responsibilities of the manufacturer, producer, consumer, bulk consumer, collection centres, dealers,
e-retailer, refurbisher, dismantler and recycler involved in manufacture, sale, transfer, purchase, collection,
storage and processing of e-waste or electrical and electronic equipment listed in Schedule I of the E-waste Rules.
The State Government is also responsible for earmarking or allocation of industrial space or shed for e-waste
dismantling and recycling in the existing and upcoming industrial park, estate and industrial clusters.
Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2016, as amended (the
“Hazardous Waste Rules”)
The Hazardous Waste Rules place an obligation on an ‘Occupier’ to be responsible for the safe and
environmentally sound management of hazardous wastes. An occupier has been defined in relation to any factory
or premises, means a person who has, control over the affairs of the factory or the premises and includes in relation
to any hazardous and other wastes, the person in possession of the hazardous or other waste. Occupiers must
similarly obtain a range of consents from the state pollution control board. The Hazardous Waste Rules also place
rigorous procedures for the import and export of hazardous waste including electronic waste and scraps. The
occupier, importer or exporter and operator of the disposal facility shall be liable for all damages caused to the
221environment or a third party due to improper handling and management of the hazardous waste and may have to
pay financial penalties as levied for any violation of the provisions under these rules by the state pollution control
board with the prior approval of the central pollution control board.
Plastic Waste Management Rules, 2016, as amended (“Plastic Waste Management Rules”)
The Plastic Waste Management Rules stipulate conditions for the manufacture, importer stocking, distribution
and use of plastic carry bags, plastic sheets, packaging etc. They aim to increase minimum thickness of plastic
carry bags from 40 to 50 microns and stipulate minimum thickness of 50 micron for plastic sheets and also to
facilitate collection and recycle of plastic waste. It brings in the responsibilities of producers, importers and brand
owners in the plastic waste management system and has introduced a collect back system of plastic waste by
producers or brand owners. In addition to this the applicability of the Plastic Waste Management Rules has
expanded from municipal areas to rural areas because plastic has reached rural areas also.
Battery Waste Management Rules, 2022 (“Battery Rules”)
The Battery Rules are framed under the Environment Protection Act, 1986, and are applicable to every producer,
dealer, consumer, entities involved in collection, segregation, transportation, re-furbishment and recycling of
waste battery. The Battery Rules prescribe the responsibilities and functions of a producer, consumer, entity
involved in collection, segregation, and treatment, refurbisher, and recycler of the batteries as well as lay down
the provisions for imposition of environmental compensation. The Battery Rules cover all types of batteries
regardless of chemistry, shape, volume, weight, material composition and use, (viz. electric vehicle batteries,
portable batteries, automotive batteries, and industrial batteries).
Foreign Trade Regulations
The Foreign Trade (Regulation and Development) Act, 1992 and the rules framed thereunder (“FTA”)
The FTA is the main legislation concerning foreign trade in India. The FTA, read along with Foreign Trade
(Regulation) Rules, 1993, provides for the development and regulation of foreign trade by facilitating imports
into, and augmenting exports from, India and for matters connected therewith or incidental thereto. As per the
provisions of the FTA, the Government:- (i) may make provisions for facilitating and controlling foreign trade;
(ii) may prohibit, restrict and regulate exports and imports, in all or specified cases as well as subject them to
exemptions; (iii) is authorised to formulate and announce an export and import policy and also amend the same
from time to time, by notification in the Official Gazette; (iv) is also authorised to appoint a 'Director General of
Foreign Trade' for the purpose of the FTA, including formulation and implementation of the Export-Import
(“EXIM”) Policy.
The FTA prohibits anybody from undertaking any import or export except under an Importer-Exporter Code
number (“IEC”) granted by the Director General of Foreign Trade pursuant to Section 7 of the FTA. Hence, every
entity in India engaged in any activity involving import/export is required to obtain an IEC unless specifically
exempted from doing so. Failure to mention IEC number attracts a penalty of not less than ₹10,000 and not more
than five times the value of the goods or services or technology in respect of which any contravention is made or
is attempted to be made, whichever is made. The IEC shall be valid until it is cancelled by the issuing authority.
Foreign Investment Laws
Foreign investment in India is governed by the provisions of the Foreign Exchange Management (Non-debt
Instruments) Rules, 2019 (“FEMA Rules”) along with the Consolidated FDI Policy issued by the DPIIT, from
time to time. Further, the RBI has enacted the Foreign Exchange Management (Mode of Payment and Reporting
of Non-Debt Instruments) Regulations, 2019 which regulate the mode of payment and reporting requirements for
investments in India by a person resident outside India.
Under the FEMA Rules and Consolidated FDI Policy (effective October 15, 2020), 100% foreign direct
investment is permitted in wholesale trading and single brand product retail trading sector, under the automatic
route, subject to certain conditions specified thereunder. Further, in the event of foreign investment beyond 51%,
the investee entity is also required to comply with certain local sourcing norms as specified in the FEMA Rules
and the Consolidated FDI Policy.
In terms of the FEMA Rules, the total holding by each FPI, or an investor group shall be below 10% of the total
paid-up equity share capital of our Company on a fully diluted basis and the total holdings of all FPIs put together
with effect from April 1, 2020, will be up to the sectoral cap applicable to the sector in which our Company
operates (i.e., up to 100%), unless reduced by way of passing a special resolution. For further details, see
222“Restrictions on Foreign Ownership of Indian Securities” on page 451.
Shops and establishments legislations in various states
Under the provisions of local shops and establishments legislations applicable in the states in which establishments
are set up, establishments are required to be registered. Such legislations regulate the working and employment
conditions of the workers employed in shops and establishments including commercial establishments and provide
for fixation of opening and closing hours, daily and weekly working hours, rest intervals, overtime, holidays,
leave, health and safety measures, termination of service, wages for overtime work, maintenance of shops and
establishments and other rights and obligations of the employers and employees. There are penalties prescribed
in the form of monetary fine or imprisonment for violation of the legislations.
Labour law legislation
The various labour and employment-related legislations (and rules issued thereunder) that may apply to our
operations, from the perspective of protecting the workers’ rights and specifying registration, reporting and other
compliances, and the requirements that may apply to us as an employer, include, but are not limited to Payment
of Wages Act, 1936, the Minimum Wages Act, 1948, the Employee Compensation Act, 1923, the Apprentices
Act, 1961, the Employee’s State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous
Provisions Act, 1952, Payment of Gratuity Act, 1972, the Payment of Bonus Act, 1965, Maternity Benefit Act,
1961, the Child Labour (Prohibition and Regulation) Act, 1986, the Right of Persons with Disabilities Act, 2016,
Contract Labour (Regulation and Abolition) Act, Labour Welfare Fund Legislations, Employment Exchanges
(Compulsory Notification of Vacancies) Act, 1959 and the rules made thereunder and the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
In order to rationalize and reform labour laws in India, the Government has enacted the following codes:
1. The Code on Wages, 2019 regulates and amalgamates laws relating to wage and bonus payments and
subsumes four existing laws namely – the Payment of Wages Act, 1936, the Minimum Wages Act, 1948,
the Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976. It regulates, among other things,
the minimum wages payable to employees, the manner of payment and calculation of wages and the
payment of bonus to employees. Certain provisions of this code pertaining to central advisory board have
been brought into force by the Ministry of Labour and Employment through a notification dated
December 18, 2020, and other provisions of this code will be brought into force on a date to be notified
by the GoI.
2. Industrial Relations Code, 2020, which consolidates and amends laws relating to trade unions, the
conditions of employment in industrial establishments and undertakings, and the investigation and
settlement of industrial disputes received the assent of the President of India on September 28, 2020. It
subsumes the Trade Unions Act, 1926, the Industrial Employment (Standing Orders) Act, 1946 and the
Industrial Disputes Act, 1947. The provisions of this code will be brought into force on a date to be
notified by the GoI.
3. The Code on Social Security, 2020 (“Social Security Code”), which amends and consolidates laws
relating to social security, and subsumes various social security related legislations, among other things,
including the Employee’s Compensation Act, 1923, the ESI Act, the EPF Act, the Maternity Benefit Act,
1961, the Payment of Gratuity Act, 1972, the Building and Other Construction Workers’ Welfare Cess
Act, 1966 and the Unorganized Workers’ Social Security Act, 2008. It governs the constitution and
functioning of social security organisations such as the EPF and the ESIC, regulates the payment of
gratuity, the provision of maternity benefits and compensation in the event of accidents that employees
may suffer, among others. The Social Security Code received the assent of the President of India on
September 28, 2020. Section 142 of the Social Security Code has been brought into force from May 3,
2021, by the Ministry of Labour and Employment, Government of India, (“MLE”) through a notification
dated April 30, 2021. The MLE, vide a notification dated May 3, 2023, appointed May 3, 2023 as the
effective date for enforcing certain provisions of the Social Security Code relating to the employees’
pension scheme, inter alia, (a) to empower the Central Government to frame a scheme to be called the
employees’ provident fund scheme; and (b) to subsume certain provisions of the Employees’ Pension
Scheme, 1995 (“EPS”) with the Social Security Code, and repeal the corresponding provisions pertaining
to EPS under the EPF Act.
4. The Occupational Safety, Health and Working Conditions Code, 2020, received the assent of the
President of India on September 28, 2020. It consolidates and amends the laws regulating the
occupational safety and health and working conditions of the persons employed in an establishment. It
223replaces certain old central labour laws including the Contract Labour (Regulation and Abolition) Act,
1970, the Factories Act, 1948, the Inter-State Migrant Workmen (Regulation of Employment and
Conditions of Service) Act, 1979 and the Building and Other Construction Workers (Regulation of
Employment and Conditions of Service) Act, 1996. The provisions of this code will be brought into force
on a date to be notified by the Central Government. The Central Government has issued the draft rules
under the Occupational Safety, Health and Working Conditions Code, 2020. The draft rules provide for
operationalization of provisions in the Occupational Safety, Health and Working Conditions Code, 2020
relating to safety, health and working conditions of the dock workers, building or other construction
workers, mines workers, inter-state migrant workers, contract labour, journalists, audio-visual workers
and sales promotion employees.
In addition to the above, our Company is subject to various laws and regulations such as the fire acts of various
states, state laws under the Industrial Establishments (National and Festival Holidays) Act, 1965 and the
provisions of the Companies Act 2013 and rules framed thereunder, and other applicable statutes imposed by the
Government of India or the state governments and authorities for our day-to-day business and operations. Our
Company is also amenable to various central tax laws including Income Tax Act 1961, the Income Tax Rules,
1962, as amended by the Finance Act in respective years, Central Goods and Service Tax Act, 2017, Central Sales
Tax Act, 1956, Integrated Goods and Services Tax Act, 2017, Customs Act, 1962, professional tax related state-
wise legislations, and various other state tax laws.
Other laws:
In addition to the above, our Company is required to comply with the provisions of the Companies Act,
Competition Act, 2002, various tax related legislations i.e., the Income Tax Act 1961, Central Goods and Services
Tax Act, 2017, relevant state legislations for goods and services tax, Indian Stamp Act, 1899, relevant state
legislations for value added tax and various state-specific legislations made thereunder, and other applicable
statutes promulgated, and regulations imposed by the Central Government and state governments and other
authorities for our day-to-day business, operations and administration.
Key acts, regulations and policies governing our Material Subsidiaries
Companies Act 1967 of Singapore
The Companies Act contains general corporate legislation including provisions relating to the incorporation,
management, administration and winding-up of companies. It provides a legal framework for all aspects of
company law, ensuring that businesses operate fairly and transparently. The Companies Act covers a wide range
of topics, including company registration, duties of directors, shareholder rights, and financial reporting
requirements.
The Accounting and Corporate Regulatory Authority (“ACRA”) is the regulatory body responsible for enforcing
the Companies Act. ACRA oversees company registration, compliance with statutory requirements, and corporate
governance standards. It provides guidance and support to companies, conducts audits and inspections, and takes
enforcement action against non-compliant companies and individuals.
Telecommunications Act 1999 of Singapore
The provision of mobile communication services in Singapore is regulated under the Telecommunications Act.
The Telecommunications Act provides the general legal framework for the provision and operation of
telecommunication systems and services in Singapore. It also empowers the IMDA, with the approval of the
Minister for Information, Communications and the Arts, to make regulations for carrying out the purposes and
provisions of the Telecommunications Act.
The IMDA is a statutory board and the principal regulatory authority responsible for administering the
Telecommunications Act and telecommunications services in Singapore. The IMDA is a body corporate
incorporated in September 2016 under the IMDA Act 2016 of Singapore. Pursuant to the IMDA Act, the IMDA’s
functions and duties include:
• to promote the efficiency, competitiveness (including internationally) and development of the
information, communications and media industry in Singapore;
• to promote and maintain fair and efficient market conduct and effective competition between persons
engaged in commercial activities in connection with media services or telecommunication systems and
services in Singapore or, in the absence of a competitive market, to prevent the misuse of monopoly or
224market power;
• to regulate the provision and use of telecommunication systems, and equipment and software in
connection with such systems, and telecommunication services, in Singapore, including by (i) ensuring
that telecommunication services are reasonably accessible to all persons in Singapore, and are supplied
as efficiently and economically as practicable and at performance standards that reasonably meet the
social, industrial and commercial needs of Singapore; and (ii) determining or approving prices, tariffs
and charges for the provision of telecommunication systems and services;
• to regulate the provision and use of media services, and equipment and facilities used in connection with
media services, in Singapore, including by — (i) facilitating the provision of an adequate range of media
services that serves the interests of the general public; (ii) ensuring that media services are provided at a
high standard in all respects, particularly in respect of the quality, balance and range of subject matter of
their content; and (iii) ensuring that the content of media services is not against public interest, public
order or national harmony, and does not offend against good taste or decency;
• to promote the use of the internet and electronic commerce in Singapore and to establish regulatory
frameworks for that purpose;
• to regulate and manage domain names of internet websites in Singapore;
• to promote the use of information and communications technology in Singapore and, where necessary,
to collaborate with the Government Technology Agency (established by section 3 of the Government
Technology Agency Act 2016) in respect of that;
• to promote, where suitable, self-regulation in the information, communications and media industry in
Singapore;
• to advise the Government on matters relating to the information, communications and media industry
and the functions of the Authority;
• to represent Singapore and advance Singapore’s interest internationally in matters relating to the
information, communications and media industry;
• to promote research and development into technological matters relating to the information,
communications and media industry;
• to promote and set standards for the training, and the upgrading of the competencies, of persons for the
purposes of the information, communications and media industry in Singapore;
• to provide consultancy services in or outside Singapore relating to the information, communications and
media industry;
• to perform such other functions as may be conferred on the IMDA by any other Act.]
225HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was incorporated as ‘Imagine Marketing Private Limited’ as a private limited company under the
Companies Act, 1956, pursuant to the certificate of incorporation dated November 1, 2013, issued by the RoC.
Our Company was subsequently converted into a public limited company pursuant to the resolution passed by our
Board of Directors on January 18, 2022, and special resolution passed by our Shareholders on January 18, 2022,
and the name of our Company was changed to ‘Imagine Marketing Limited’, and a fresh certificate of
incorporation dated January 24, 2022, was issued by the RoC.
Changes in the Registered Office
As on the date of this Updated Draft Red Herring Prospectus – I, our Registered Office is located at ‘Unit No. 204
& 205, 2nd Floor, D-Wing & E-Wing, Corporate Avenue, Andheri Ghatkopar Link Road, Mumbai – 400 093,
Maharashtra, India’.
Except as disclosed below, there has been no change in the registered office of our Company since the date of
incorporation:
Effective date of Details of change in the registered office Reasons for change in the
change registered office
February 23, The registered office of our Company was shifted from 119, First Floor, Operational convenience
2015 Shah and Nahar Society, Off. D.E. Moses Road, Worli, Mumbai – 400
018, Maharashtra, India to 117, Shah and Nahar Industrial Estate, Off.
D r. E. Moses Road, Worli, Mumbai – 400 018, Maharashtra, India
October 27, 2017 The registered office of our Company was shifted from 117, Shah and Operational convenience
Nahar Industrial Estate, Off. Dr. E. Moses Road, Worli, Mumbai – 400
018, Maharashtra, India to Gala Number 255, Guru Gobind Industrial
Estate, Jay Coach, Goregaon (East), Mumbai – 400 063, Maharashtra,
I ndia
June 27, 2019* The registered office of our Company was shifted from Gala Number Operational convenience
255, Guru Gobind Industrial Estate, Jay Coach, Goregaon (East),
Mumbai – 400 063, Maharashtra, India to 501B, Shri Guru Har Krishan
Bhavan, Charat Singh Colony Road, Chakala, Andheri East, Mumbai
– 400 093, Maharashtra, India
July 26, 2021 The registered office of our Company was shifted from 501B, Shri Operational convenience
Guru Har Krishan Bhavan, Charat Singh Colony Road, Chakala,
Andheri East, Mumbai – 400 093, Maharashtra, India to E-Wing, Unit
-505, Corporate Avenue, Opp. Solitaire Park, Chakala, Andheri (East),
M umbai – 400 093, Maharashtra, India
October 21, The registered office of our Company was shifted from E-Wing, Unit - Operational convenience
2022** 505, Corporate Avenue, Opp. Solitaire Park, Chakala, Andheri (East),
Mumbai – 400 093, Maharashtra, India to Unit No. 204 & 205, 2nd
Floor, D-Wing & E-Wing, Corporate Avenue, Andheri Ghatkopar Link
R oad, Mumbai – 400 093, Maharashtra, India
* Our Company had filed Form INC 22 wherein the registered address was erroneously recorded as 501A, Shri Guru Har Krishan Bhavan,
Charat Singh Colony Road, Chakala, Andheri East, Mumbai – 400 093, Maharashtra, with effect from May 20, 2019. Subsequently on June
27, 2019, our Company filed Form INC 22 wherein the registered address of our Company was rectified and correctly reflected as 501B, Shri
Guru Har Krishan Bhavan, Charat Singh Colony Road, Chakala, Andheri East, Mumbai – 400 093, Maharashtra, with effect from June 27,
2019.
** Our Company had filed Form INC 22 wherein the registered address was erroneously recorded as Unit No. 204 & 205, 2nd Floor, D-
Wing & E-Wing, Corporate Avenue, Andheri Ghatpokar Link Road, Mumbai – 400 093, Maharashtra, India with effect from October 21,
2022. Subsequently, on November 9, 2022, our Company filed Form INC 22 wherein the registered address of our Company was rectified
and correctly reflected as Unit No. 204 & 205, 2nd Floor, D-Wing & E-Wing, Corporate Avenue, Andheri Ghatkopar Link Road, Mumbai –
400 093, Maharashtra, India, with effect from October 21, 2022.
Main objects of our Company
The main objects contained in our MoA are as follows:
“To carry on the business of manufacturing, buying, selling, reselling, importing, exporting, transporting, storing,
developing, promoting, marketing or supplying, trading, dealing, in any manner whatsoever in all kinds of
Consumer Electrical Appliance, Consumer Electronic devices, gadgets and its components on retail as well as
226wholesale basis in India or elsewhere.”
The objects as contained in our MoA enable our Company to carry on the business presently being carried out by
our Company.
Amendments to our MoA in the last 10 years
The amendments to our MoA in the last 10 years immediately preceding the date of this Updated Draft Red
Herring Prospectus – I are set out below:
Date of Shareholders’ Details of the amendments
resolution
March 26, 2018 Clause V of the Memorandum of Association was amended to reflect increase in the authorised
share capital of our Company from ₹500,000 divided into 50,000 equity shares of ₹10 each to
₹700,000 divided into 60,000 equity shares of ₹10 each and 10,000 preference shares of ₹10
each.
November 10, 2020 Clause V of the Memorandum of Association was amended to reflect increase in the authorised
share capital of our Company from ₹700,000 divided into 60,000 equity shares of ₹10 each and
10,000 preference shares of ₹10 each to ₹900,000 divided into 60,000 equity shares of ₹10 each
and 30,000 preference shares of ₹10 each.
December 15, 2020 Clause V of the Memorandum of Association was amended to reflect increase in the authorised
share capital of our Company from ₹900,000 divided into 60,000 equity shares of ₹10 each,
30,000 preference shares of ₹10 each (comprising 3,371 Series A CCPS of ₹10 each, 1,738
Series A1 CCPS of ₹10 each and 24,891 preference shares of ₹10 each) to ₹120,900,000
divided into 60,000 equity shares of ₹10 each, 3,371 Series A CCPS of ₹10 each, 1,738 Series
A1 CCPS of ₹10 each, 24,891 preference shares of ₹10 each and 20,000 Series B CCPS of
₹6,000 each.
March 25, 2021 Clause V of the Memorandum of Association was amended to reflect increase in the authorised
share capital of our Company from ₹120,900,000 divided into 60,000 equity shares of ₹10
each, 3,371 Series A CCPS of ₹10 each, 1,738 Series A1 CCPS of ₹10 each, 24,891 preference
shares of ₹10 each and 20,000 Series B CCPS of ₹6,000 each to ₹265,394,000 divided into
14,509,400 equity shares of ₹10 each, 3,371 Series A CCPS of ₹10 each, 1,738 Series A1 CCPS
of ₹10 each, 24,891 preference shares of ₹10 each and 20,000 Series B CCPS of ₹6,000 each.
April 10, 2021 Clause V of the Memorandum of Association was amended to reflect reclassification of the
authorised share capital of our Company from ₹265,394,000 divided into 14,509,400 equity
shares of ₹10 each, 3,371 Series A CCPS of ₹10 each, 1,738 Series A1 CCPS of ₹10 each,
24,891 preference shares of ₹10 each and 20,000 Series B CCPS of ₹6,000 each to
₹265,394,000 divided into 14,509,400 equity shares of ₹10 each, 3,371 Series A CCPS of ₹10
each, 1,738 Series A1 CCPS of ₹10 each, 24,891 preference shares of ₹10 each, 18,000 Series
B CCPS of ₹6,000 each and 2,000 Series B1 CCPS of ₹6,000 each.
May 13, 2021 Clause V of the Memorandum of Association was substituted to reflect reclassification of the
authorised share capital of our Company from ₹265,394,000 divided into 14,509,400 equity
shares of ₹10 each, 3,371 Series A CCPS of ₹10 each, 1,738 Series A1 CCPS of ₹10 each,
24,891 preference shares of ₹10 each, 18,000 Series B CCPS of ₹6,000 each and 2,000 Series
B1 CCPS of ₹6,000 each to ₹265,394,000 divided into 14,646,800 equity shares of ₹10 each,
162,709 Series A CCPS of ₹10 each, 347,600 Series A1 CCPS of ₹10 each, 24,891 preference
shares of ₹10 each, 17,158 Series B CCPS of ₹6,000 each and 1,771 Series B1 CCPS of ₹6,000
each.
December 15, 2021 Clause V of our Memorandum of Association was amended to reflect the sub-division of the
face value of the equity shares of our Company, from 14,646,800 equity shares of ₹10 each to
146,468,000 equity shares of ₹1 each.
January 18, 2022 Clause I of the Memorandum of Association was amended to reflect the change in the name of
our Company from ‘Imagine Marketing Private Limited to ‘Imagine Marketing Limited’
pursuant to the conversion of our Company from a private limited company to a public limited
company.
November 23, 2022 Clause V of the Memorandum of Association was replaced to reflect increase in the authorised
share capital of our Company from ₹265,394,000 divided into ₹265,394,000 divided into
14,646,800 equity shares of ₹1 each, , 162,709 Series A CCPS of ₹10 each, 347,600 Series A1
CCPS of ₹10 each, 24,891 preference shares of ₹10 each, 17,158 Series B CCPS of ₹6,000
each and 1,771 Series B1 CCPS of ₹6,000 each to ₹299,728,000 divided into 16,082,800 equity
shares of ₹1 each, 24,891 preference shares of ₹10 each, 162,709 Series A CCPS of ₹10 each,
347,600 Series A1 CCPS of ₹10 each, 17,158 Series B CCPS of ₹6,000 each, 1,771 Series B1
227Date of Shareholders’ Details of the amendments
resolution
CCPS of ₹6,000 each and 6,658,000 Series C CCPS of ₹3 each.
January 23, 2025 Clause V of the Memorandum of Association was amended to reflect increase in the authorised
share capital of our Company from ₹299,728,000 divided into 16,082,800 equity shares of ₹1
each, 24,891 preference shares of ₹10 each, 162,709 Series A CCPS of ₹10 each, 347,600
Series A1 CCPS of ₹10 each, 17,158 Series B CCPS of ₹6,000 each, 1,771 Series B1 CCPS of
₹6,000 each and 6,658,000 Series C CCPS of ₹3 each to ₹349,728,000 divided into
21,08,28,000 equity shares of ₹1 each, 24,891 preference shares of ₹10 each, 162,709 Series A
CCPS of ₹10 each, 347,600 Series A1 CCPS of ₹10 each, 17,158 Series B CCPS of ₹6,000
each, 1,771 Series B1 CCPS of ₹6,000 each and 6,658,000 Series C CCPS of ₹3 each.
Major events and milestones of our Company
The table below sets forth the major events and milestones in the history of our Company:
Financial Year Particulars
2016 Launched wide range of mobile accessory products, wired earphones and headphones
2017 Widened portfolio by introducing speakers
Raised investment from Fireside Ventures Investment Fund - I (Scheme of Fireside Ventures
2018
Investment Trust)
Entered home audio with feature-rich products
2019
Forayed into TWS and Qualcomm-powered products
Established boAt Labs for in-house research and development of audio products
2020 Became #1 company (by volume) in the branded personal audio category in India (Source: Redseer
Report)
Launched Smartwatches category
Launched one of the earliest half-in-ear TWS
Launched one of the first wireless neckbands completely designed, engineered and manufactured in
2021 India
Raised investment from (i) South Lake Investment Ltd, an affiliate of the Warburg Pincus Group; and
(ii) Qualcomm Ventures LLC
Launched “Made in India” wired earphones, wireless neckbands and TWS
Acquired KaHa Pte. Ltd. (product developer in IoT space with a tech focused platform) to augment
software capabilities for boAt’s wearables products
Became #2 company (by volume) in the branded smartwatch category in India for the period between
2022 October 2020 and September 2021, which was achieved within a year of launch of the smartwatch
products in India (Source: Redseer Report)
Entered into a joint venture agreement with Dixon Technologies (India) Private Limited to manufacture
audio products in India
Raised a second round of investment from South Lake Investment Ltd, an affiliate of the Warburg
Pincus Group as well as Malabar Entities
2023
Launched Nirvana series for premium priced audio experience
Became a Harvard case study showcasing boAt’s journey
Launched India's first Dolby powered neckband Nirvana 525 ANC
Expanded into other categories such as charging solutions and ramped up business for power banks
2024
Developed own operating system (Crest) for smartwatches enabling differentiated use cases such as
turn by turn navigation, custom watch face studio
Ranked #1 company in India among branded personal audio companies in value and volume terms for
a period of five years from FY2021-25 (Source: Redseer Report)
Ramped up domestic manufacturing to 75%, with over 75 million units manufactured in India since
2025 financial year 2021
Initiated component localization in India and manufactured more than 5 million units with localized
PCBAs for financial year 2025
Launched bluetooth based smart tracking devices.
Launched Nirvana Pro series with Nirvana Zenith Pro and Nirvana Ivy Pro.
2026
Launched our premium sub-brand Valour for wearables with Valour Watch 1 GPS.
Key awards, accreditations, and accolades received by our Company
The table below sets forth key awards, accreditations and accolades received by our Company:
228Calendar Year Particulars
2025 “Best Value for money Headphones”, “Best Value-for-money Home Theatre”, “Best Smartwatch for
Everyday Use” and “Best Value-for-money TWS” at Best in Tech Amazon Awards 2025
“D2C Brand of the Year (Timewear)” at the D2C Awards 2025, presented by Indian Retailer
2024 Awarded #1 brand in India across personal audio, speakers, gaming hardware and peripherals categories
and #2 in wearables according to TIME and Statista World’s Best Brands Report 2024
Awarded “Best Audio & Wearables Brand” at Myntra’s Tech Threads 2024
Awarded the “Kyoorus Creative Award” by Zee
Awarded Device Next’s Editor’s Choice Award for “Best Premium TWS” to boAt Nirvana Ivy
2023 Awarded “ET Excellence in Customer Experience 2023” by The Economic Times
Awarded “Marketers' Excellence Award 2023” by Afaqs
Awarded “India's Top D2C Brands 2023” by BW Disrupt
Awarded “Digital Disruptors in India 2023” by Redseer Strategy Consultants
2022 Awarded “D2C Disruptor Award 2022” by Forbes India at the D2C Disruptors Awards
Awarded “Challenger Brand Award” at the Pitch Top 50 Brands 2022
Awarded “Best D2C Brand of the Year - Smart Wearables” by Device Next Summit 2022
Awarded “Best Indigenous Tech brand of the Year” by BGR
2021 Awarded “Most Powerful Brand of the Year-Emerging” by License India
Secured 8th Position in LinkedIn Top Startups to work for
Awarded “Best Campaign” in Consumer Durables and Electronics by ET BrandEquity.com
Secured 1st Prize for R&D Large Scale by Elcina Awards for Excellence in Electronics for 2020-21
Awarded “Excellence in Design led Manufacturing & Emerging Indian Brand” by Elcina Awards for
Excellence in Electronics for 2020-21
Awarded “Best Use of Mobile” by ET BrandEquity.com
Awarded “Most Promising Headphones Player” by BGR Tech
Awarded “Best Mobile Accessories Brand” at Mobility Accessories Awards
Awarded “Best Earbuds Brand” at DT Awards
Awarded “The promising Brand 2019” by Economics Times
2019 Awarded “Best in Ear Earphone” to boAt Bassheads 225 at Mobility Accessories Awards
Awarded Gold for #iamaboAthead Digital Campaign at Great Lifestyle Brand Awards
2018 Recognised as a top 50 venture at Startup50 Awards by Smart CEO
Corporate profile of our Company
For our corporate profile, including details of our business, profile, activities, services, market, growth,
competition, technology and managerial competence, see “Risk Factors”, “Our Business”, “Our Management”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 28,
179, 244 and 356, respectively.
Time and cost over-runs in setting up projects by our Company
As on the date of this Updated Draft Red Herring Prospectus – I, there have been no time and cost over-runs in
respect setting up projects by our Company.
Defaults or re-scheduling, restructuring of borrowings with financial institutions/banks
As on the date of this Updated Draft Red Herring Prospectus – I, there have been no defaults or re-scheduling/ re-
structuring in relation to borrowings availed by our Company from any financial institutions or banks.
Significant financial or strategic partners
Our Company does not have any significant financial or strategic partners, as on the date of this Updated Draft
Red Herring Prospectus – I.
Launch of key products or services, entry into new geographies or exit from existing markets
For details of key products or services launched by our Company, entry into new geographies or exit from existing
markets, see “Our Business” and “- Major events and milestones of our Company” on pages 179 and 228,
respectively.
Capacity/facility creation and location of our manufacturing facility
For details regarding capacity/facility creation and location of our manufacturing facility, see “Our Business” on
229page 179.
Details regarding material acquisitions or divestments or slump sale of business/ undertakings, mergers,
amalgamations or any revaluation of assets, in the last 10 years
Our Company has not made any material acquisitions or divestments or slump sale of business/undertakings,
mergers, amalgamation, any revaluation of assets, etc. in the last 10 years preceding the date of this Updated Draft
Red Herring Prospectus – I, except as follows:
i. KaHA Entities
Share purchase agreement dated January 6, 2022 entered into by and amongst our Company, KaHa Pte. Ltd.,
KaHa Technologies Private Limited, Pawan Gandhi, Sudheendra Shantharam and Tang Chok Sung (“KaHa
India SPA”)
Pursuant to the KaHa India SPA, our Company (“Transferee”), acquired 10,000 shares, constituting 100.00%
shareholding held by KaHa Pte. Ltd. (“Transferor”) in KaHa Technologies Private Limited, for a total purchase
consideration of USD 1.03 million, subsequent to which KaHa Technologies Private Limited became a wholly
owned subsidiary of our Company. Pursuant to a valuation report dated December 17, 2021, issued by Dalmia
Securities Private Limited, the fair market value of KaHa Technologies Private Limited was determined to be ₹
77.51 million (equivalent to USD 1.03 million) as at September 30, 2021. The KaHa India SPA is effective from
January 6, 2022.
None of our Promoters or Directors are related to the Transferor, in their respective personal capacity.
Share purchase agreement dated January 10, 2022, entered into by and amongst our Subsidiaries, Imagine
Marketing Singapore Pte. Ltd., KaHa Pte. Ltd., Nott Hariprasad, Tan Hwee Hua, YourNest Angel Fund Trust,
Metals International B.V., IOTPlus Singapore Pte. Ltd., Seeds Capital Pte. Ltd., Tembusu ICT Fund I Pte.
Ltd., Tembusu Partners Pte. Ltd. and Pawan Gandhi, Sudheendra Shantharam and Tang Chok Sung (“KaHa
Singapore SPA”)
Pursuant to the KaHa Singapore SPA, Imagine Marketing Singapore Pte. Ltd., one of our Subsidiaries,
(“Transferee”) acquired (i) 97,000 shares from Nott Hariprasad; (ii) 26,238 shares from Tan Hwee Hua; (iii)
245,134 shares from YourNest Angel Fund Trust; (iv) 829,151 shares from Metals International B.V.; (v) 32,771
shares from IOTPlus Singapore Pte. Ltd.; 32,771 shares from Spring Seeds / Seeds Capital Pte. Ltd.; (vi) 145,875
shares from Tembusu ICT Fund I Pte. Ltd.; (vii) 66,266 convertible notes (convertible into shares) from Tembusu
Partners Pte. Ltd.; and (viii) 66,266 convertible notes (convertible into shares) from Seeds Capital Pte Ltd., held
by them (each together “Transferors”) in KaHa Pte. Ltd., for a total purchase consideration of USD 20.00 million.
Pursuant to a valuation report dated November 14, 2022, issued by Den Valuation (OPC) Private Limited, the
present value of the total purchase consideration of the shares was determined to be USD 37.87 million as on
February 10, 2022. The KaHa Singapore SPA is effective from January 10, 2022.
None of our Promoters or Directors are related to the Transferors, in their respective personal capacity.
Share purchase and share subscription agreement dated January 14, 2022, entered into among our Subsidiary,
Imagine Marketing Singapore Pte. Ltd., KaHa Pte. Ltd., Pawan Gandhi, Sudheendra Shantharam and Tang
Chok Sung (“KaHa SSPA”)
Pursuant to KaHa SSPA, Imagine Marketing Singapore Pte. Ltd., one of our Subsidiaries, (“Transferee”) agreed
to: (a) purchase 1,132,858 shares of KaHa Pte. Ltd., comprising of (i) 907,930 shares from Pawan Gandhi, (ii)
125,302 shares from Tang Chok Sung and (iii) 99,626 shares from Shantharam Sudheendra (each together
“Transferors”) for an aggregate purchase consideration of USD18.85 million; and (b) subscribe to 69,000 shares
of KaHa Pte. Ltd. for an aggregate purchase consideration of USD 1.14 million. Pursuant to a valuation report
dated November 14, 2022, issued by Den Valuation (OPC) Private Limited, the present value of the total purchase
consideration of the shares of KaHa Pte. Ltd. was determined to be USD 37.87 million. The KaHa SSPA is
effective from January 14, 2022.
KaHa Technologies Private Limited and KaHa Technologies Shenzhen Co. Ltd. were the wholly owned
subsidiaries of KaHa Pte. Ltd. Pursuant to the KaHa Singapore SPA and KaHa SSPA, Imagine Marketing
Singapore Pte. Ltd., one of our Subsidiaries acquired 100% shareholding interest in KaHa Pte. Ltd. and KaHa
Technologies Shenzhen Co. Ltd, subsequent to which KaHa Pte. Ltd. and KaHa Technologies Shenzhen Co. Ltd.
became wholly owned subsidiaries of Imagine Marketing Singapore Pte. Ltd. and consequently, step-down
230subsidiaries of our Company.
None of our Promoters or Directors are related to the Transferors and KaHa Pte. Ltd, in their respective personal
capacity.
For details regarding shareholding of our Subsidiaries, see “- Our Subsidiaries and Joint Venture” on page 238.
ii. Kimirica Lifestyle
Share subscription, shareholders’ and share purchase agreement dated January 17, 2022, entered into among
Mohit Jain, Rajat Jain, Rica Jain, Kimi Jain (collectively “Kimirica Promoters”), Hunter Amenities
International Limited (“Hunter Amenities”), Kimirica Hunter International LLP (“Kimirica Hunter”),
Kimirica Lifestyle Private Limited (“Kimirica Lifestyle”) and our Subsidiary, HOB Ventures Private Limited
(“Kimirica SSSPA”)
Our Subsidiary, HOB Ventures Private Limited, Kimirica Promoters, Hunter Amenities, Kimirica Hunter and
Kimirica Lifestyle entered into the Kimirica SSSPA, pursuant to which, one of our Subsidiaries, HOB Ventures
Private Limited (“Transferee”) agreed to (a) subscribe to 4,286 preference shares of face value ₹10 each of
Kimirica Lifestyle; and (b) purchase 476 equity shares of face value ₹10 each of Kimirica Lifestyle from Kimirica
Promoters (“Transferors”) and acquired 33.30% of the total paid-up share capital of Kimirica Lifestyle, on a
fully diluted basis. Pursuant to a valuation report dated November 3, 2022, issued by Nishant Soni and Associates,
the 30% stake forming part of primary acquisition was valued at ₹ 270.00 million and the 3.33% stake forming
part of the secondary acquisition was valued at ₹ 30.00 million. The Kimirica SSSPA is effective from January
17, 2022.
None of our Promoters or Directors are related to the Transferors and Kimirica Lifestyle, in their respective
personal capacity.
Business transfer agreement dated January 17, 2022, entered into among Kimirica Hunter International LLP
(“Kimirica Hunter”), Kimirica Lifestyle Private Limited (“Kimirica Lifestyle”) and our Subsidiary, HOB
Ventures (“Kimirica BTA”)
One of our Subsidiaries, HOB Ventures Private Limited, Kimirica Hunter (“Transferor”) and Kimirica Lifestyle
(“Transferee”) entered into the Kimirica BTA, pursuant to which Kimirica Hunter agreed to transfer for a
consideration of ₹ 20.00 million, as a slump sale, a going concern business of ideating, developing, and selling
personal care products on online marketplaces, mobile app, website owned/operated and through retail outlets and
supplying private label products along with all assets, liabilities and employees of Kimirica Hunter to Kimirica
Lifestyle. Further in terms of the Kimirica BTA, the above slump sale excludes the existing business of Kimirica
Hunter of manufacturing, sale and supply of luxury toiletries, cosmetics, ayurvedic medicines, preparations, room
amenities, amenity kits, sets, hotel and guest supplies, personal care products, room décor products, food &
beverage operating supplies to (a) hotel industry, (b) airline industry, (c) existing global brands owned by Kimirica
Hunter, and (d) any leads brought by Kimirica Hunter which culminate in an offshore contract. Pursuant to a
valuation report dated November 3, 2022, issued by Nishant Soni and Associates, the 30% stake forming part of
primary acquisition was valued at ₹ 270.00 million and the 3.33% stake forming part of the secondary acquisition
was valued at ₹ 30.00 million.
None of our Promoters or Directors are related to the Transferors and Kimirica Lifestyle, in their respective
personal capacity.
Divestment in Kimirica Lifestyle Private Limited
Share purchase agreement dated January 15, 2025, entered into among our Subsidiary, HOB Ventures Private
Limited, Mohit Jain and Kimirica Lifestyle Private Limited (“Kimirica Lifestyle”)(“Kimirica SPA”).
Our Subsidiary, HOB Ventures Private Limited (“Transferor”), Mohit Jain (“Transferee”) and Kimirica
Lifestyle Private Limited entered into the Kimirica SPA, pursuant to which Mohit Jain subscribed to 476 equity
shares and 4,286 CCPS of Kimirica Lifestyle Private Limited for a total consideration of ₹300.00 million,
representing 100.00% of the then-shareholding interest of HOB Ventures Private Limited in Kimirica Lifestyle.
The divestment of the shareholding in Kimirica Lifestyle was undertaken to focus on certain core categories
having higher growth potential and consequently improve capital allocation, enhance operational focus and align
with the long-term growth strategy of our Company. Our Company did not obtain any valuation report in respect
of the Kimirica SPA for divestment of its shareholding in Kimirica Lifestyle. Pursuant to the Kimirica SPA, our
231Subsidiary, HOB Ventures Private Limited agreed to divest its entire shareholding in Kimirica Lifestyle. As on
the date of this Updated Draft Red Herring Prospectus – I, neither our Company nor our Subsidiary, HOB Ventures
Private Limited, do not hold any equity shares in Kimirica Lifestyle. The Kimirica SPA is effective from January
15, 2025.
None of our Promoters or Directors are related to the Transferors and Kimirica Lifestyle, in their respective
personal capacity.
iii. Sirena Labs
Share subscription agreement dated November 1, 2019, entered into among our Company, Sirena Labs Private
Limited (“Sirena Labs”), Hari Haran Bojan and Akanksha Anand (collectively, “Sirena Promoters”) (“Sirena
SSA”) along with Shareholders’ agreement dated November 1, 2019 entered into among our Company, Sirena
Labs, Hari Haran Bojan, Akanksha Anand, Medari Reuben Hanock Babu and Abnika Radha Krishnan
(“Sirena SHA”) and Share purchase agreement dated May 31, 2022, entered into among our Company, Hari
Haran Bojan and Sirena Labs Private Limited (“Sirena SPA”).
Our Company, Sirena Labs and Sirena Promoters entered into the Sirena SSA, pursuant to which our Company
subscribed to 3,703 equity shares of Sirena Labs for a total consideration of ₹50.00 million, representing 25.00%
of the then-shareholding interest in Sirena Labs. Pursuant to a valuation report dated September 17, 2019, issued
by N.J. Suresh & Associates, Chartered Accountants, the value per equity shares of Sirena Labs Private Limited
was determined to be ₹ 13,502.57 as on August 1, 2019. The Sirena SSA is effective from November 1, 2019.
Our Company also entered into the Sirena SHA with Sirena Labs, the Sirena Promoters, Medari Reuben Hanock
Babu and Abinika Radha Krishnan, setting out, among others, the terms and relationship between the parties to
the agreement and their rights and obligations in relation to our Company’s shareholding. The Sirena SHA is
effective from November 1, 2019. Subsequently, to settle an existing dispute with the Sirena Promoters, our
Company entered into a settlement agreement with Sirena Labs, our Company, Hari Haran Bojan and Sirena Labs
have executed a Sirena SPA, pursuant to which our Company (“Transferor”) agreed to divest its entire
shareholding in Sirena Labs to Hari Haran Bojan (“Transferee”). Our Company did not obtain any valuation
report in respect of the Sirena SPA for divestment of its shareholding in Sirena Labs. The Sirena SPA is effective
from May 31, 2022. As on the date of this Updated Draft Red Herring Prospectus – I, our Company does not hold
any equity shares in Sirena Labs. For further details, please see, “Offer Document Summary – Exemption from
complying with any provisions of securities laws, if any, granted by SEBI” on page 22.
None of our Promoters or Directors are related to Sirena Labs and Sirena Promoters, in their respective personal
capacity.
Shareholders’ agreements and other agreements
Except as set out in “- Details regarding material acquisitions or divestments or slump sale of business/
undertakings, mergers, amalgamations or any revaluation of assets, in the last 10 years” on page 230 and below,
there are no other arrangements or agreements, deeds of assignment, acquisition agreements, shareholders’
agreements, inter-se agreements, any agreements between our Company, our Promoters and/or our Shareholders,
agreements of like nature and clauses/ covenants 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 other clauses/ covenants that are adverse or prejudicial to the interest of the minority and
public shareholders of our Company.
Except as disclosed in this Updated Draft Red Herring Prospectus – I, there are no agreements entered into by our
Company pertaining to the primary and secondary transactions of securities of the Company including any
financial arrangements thereof.
Shareholders’ agreements
Amended and Restated Shareholders’ Agreement dated October 24, 2022, entered into amongst our Company,
Sameer Ashok Mehta, Aman Gupta (“Individual Promoters”), Fireside, South Lake, Qualcomm, Malabar 1,
Malabar 2 and Malabar 3 (collectively, with Malabar 1 and Malabar 2 referred to as the “Malabar Entities”)
(Fireside, South Lake, Qualcomm and Malabar Entities, collectively referred to as the “Investors” and such
“Individual Promoters and “Investors”, collectively referred to as “Parties”) (“Shareholders’ Agreement”) as
amended by the Waiver cum Amendment Agreement dated April 3, 2025 (“Waiver cum Amendment
232Agreement”)
Our Company, our Promoters, Fireside, Qualcomm and Malabar Entities entered into the Shareholders’
Agreement to set out the terms and conditions of the relationship of the shareholders of our Company and certain
matters connected therewith.
In terms of the Shareholders’ Agreement, the Parties have certain rights and obligations, among others:
A. Board nomination: Our Individual Promoters are entitled to appoint the majority of Directors on our Board.
Each of our Individual Promoters are individually entitled to nominate two Directors on our Board and
collectively entitled to nominate four Directors (“Individual Promoter Directors”), provided that each of
our Individual Promoters specifically identifies their respective nominee. Our Individual Promoters are also
entitled to appoint such number of additional Directors as may be required to ensure that they retain the Board
majority. Each of our Individual Promoters is required to nominate himself as one of the Individual Promoter
Directors. Further, South Lake is entitled to nominate two Directors to our Board, until such time it holds at
least 15% of the share capital of our Company, and in the event their shareholding is at least 5% of the share
capital of our Company, they are entitled to nominate one Director to our Board (“South Lake Director”).
Fireside is also entitled to nominate one Director to our Board until such time it holds at least 3% of the share
capital of our Company on a fully diluted basis (“Fireside Director”).
B. Observer: South Lake and Qualcomm are entitled to appoint any person as a non-voting observer on our
Board, by sending a written request to our Company, subject to the maintenance of certain shareholding
thresholds in our Company.
C. Chairman: One of our Individual Promoter Directors is entitled to be appointed as chairman of our Board and
once Independent Directors are appointed on our Board, our Individual Promoters and South Lake are entitled
to appoint one Independent Director as the Chairman of our Board.
D. Affirmative voting matters: Some of the Parties to the Shareholders’ Agreement are also entitled to certain
affirmative voting matters. For instance, prior written consent of South Lake is required for undertaking
actions, including, change in constitution of our Company or any amendment to the charter documents, any
change in the share capital of our Company including pursuant to the Offer. Further, prior written consent of
Fireside is required for undertaking actions, including, any amendment to the charter documents which
adversely affects the rights of Fireside under the Shareholders’ Agreement.
E. Information and inspection rights: Our Company is required to provide and our Individual Promoters are
required to procure that our Company provides, inter alia, to the Investors, certain information and related
rights, inter-alia: (i) consolidated and standalone audited annual financial statements of our Company and
our Subsidiaries; (ii) annual business plans; (iii) monthly financial statements and MIS; and (iv) minutes of
meetings of our Board, Shareholders and committees of our Board.
F. Tag-along rights: In the event of transfer of shares of our Company by any of our Individual Promoters, each
of the Investors and South Lake have the right to require the buyer to purchase such number of shares of our
Company, held by the Investors and South Lake as may be decided by the Investors and South Lake’s sole
discretion, but not exceeding its respective entitlements under the Shareholders’ Agreement.
G. Right of first offer: If either of Fireside, Qualcomm or Malabar Entities proposes to transfer shares held by
them in our Company to any third party at any time prior to expiry of the exit deadline date, being five years
from January 5, 2021, South Lake has the right to receive a written notice to purchase such shares of our
Company.
H. Pre-emptive rights: In the event our Company proposes to issue further shares (except in case of certain
exempted issuances (including issuance of Equity Shares pursuant to Offer, as set out in the Shareholders’
Agreement), South Lake, Qualcomm, Fireside and our Individual Promoters, are entitled to a pre-emptive
right to subscribe to such further shares pro rata to their inter-se shareholding in the share capital of our
Company, as would enable South Lake, Qualcomm, Fireside and our Individual Promoters to maintain their
shareholding percentage in our Company on a fully diluted basis.
I. Anti-dilution rights: Investors are entitled to proportionate anti-dilution protection in case of any further
issuance of shares by our Company.
Waiver cum Amendment Agreement
233In order to facilitate the Offer in accordance with applicable laws, the Parties have entered into the Waiver cum
Amendment Agreement. and provided waivers on certain provisions of the Shareholders’ Agreement in relation
to the Offer, including, inter alia, from the date of the Pre-filed Draft Red Herring Prospectus (i) waiver by our
Individual Promoters to appoint one of themselves as Chairman of our Board, (ii) waiver by our Individual
Promoters and South Lake to appoint one of the Independent Directors as Chairman of our Board, and (iii) waiver
by South Lake on affirmative voting matters with respect to any decision regarding price band and price in relation
to the IPO.
Further, in accordance with the Waiver cum Amendment Agreement, Parties have provided the following waivers
from the date of filing of the Red Herring Prospectus in relation to: (i) information and inspection rights (subject
to applicable law), including the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended, to the extent applicable, and (ii) observer rights of South Lake and Qualcomm.
The Shareholders’ Agreement, as amended by the Waiver cum Amendment Agreement, and the Waiver cum
Amendment Agreement, shall terminate in their entirety without any further act or deed required by any party on
and from the Listing Date, except for certain clauses such as governing law, insurance, indemnity, dispute
resolution, Board composition, non-compete and non-solicit obligations, director indemnification and expenses
and confidentiality, that will continue to survive the termination of the Shareholders Agreement, as amended by
the Waiver cum Amendment Agreement.
Under the Waiver cum Amendment Agreement, subject to applicable laws, including the provisions of the
Companies Act and SEBI Listing Regulations, on and after the date of commencement of listing of Equity Shares
on the Stock Exchanges (“Listing Date”), the Parties have agreed that our Company will undertake, to include an
agenda item to amend the Articles to grant Sameer Ashok Mehta, Aman Gupta and South Lake the right to
nominate Directors to our Board, as mentioned below, in the first shareholders’ meeting immediately after the
Listing Date for their approval by way of special resolution:
Sameer Ashok Mehta
Sameer Ashok Mehta shall have the right to nominate a maximum of 1 nominee Director at all times till he
(together with any of his Affiliates) holds 10% of the share capital of our Company on a fully diluted basis.
Aman Gupta
Aman Gupta shall have the right to nominate a maximum of 1 nominee Director at all times till he (together with
any of his Affiliates) holds 10% of the share capital of our Company on a fully diluted basis.
South Lake
South Lake shall have the right to nominate a maximum of 1 nominee Director at all times till it (together with
any of its Affiliates) holds 10% of the share capital of our Company on a fully diluted basis.
The calculation of the percentage threshold for the right to nominate nominee Directors as listed above shall not
include unvested stock options granted by our Company.
This undertaking by our Company is subject to compliance with applicable laws, including the SEBI Listing
Regulations, and shall become effective only upon receipt of the approval of the shareholders of our Company by
way of a special resolution at the first general meeting held by our Company post the Listing Date.
Further, the Waiver cum Amendment Agreement shall stand terminated upon the earlier of (a) the Equity Shares
of our Company not being listed on the Stock Exchanges within nine months from the date of filing of the Pre-
filed Draft Red Herring Prospectus, or such other timelines as may be mutually agreed amongst the Parties; or (b)
our Company, our Individual Promoters and South Lake jointly deciding not to undertake the Offer.
Part A and Part B of the Articles of Association of our Company shall co-exist with each other until the Listing
Date. In the event of any inconsistency between Part A and Part B, the provisions of Part B shall prevail over Part
A. However, all provisions of Part B including the special rights available to the shareholders of our Company as
per the Shareholders’ Agreement and amended by the Waiver cum Amendment Agreement, shall automatically
terminate and will cease to have any force and effect on and from the Listing Date and the provisions of Part A of
the Articles shall continue to be in effect and be in force, without any further corporate action by the Company or
by the Shareholders.
234Other material agreements
Share subscription agreements and share purchase agreements
A. Share subscription agreement dated April 4, 2018, entered into among our Company, Sameer Ashok
Mehta, Aman Gupta and Fireside Ventures Investment Fund-I (Scheme of Fireside Ventures Investment
Trust) (“Fireside”) (“Fireside Series A SSA”)
Our Company, Sameer Ashok Mehta, Aman Gupta and Fireside entered into the Fireside Series A SSA,
pursuant to which Fireside agreed to subscribe 3,371 Series A CCPS of face value ₹10 each, for a
consideration of ₹60.00 million. The Series A CCPS were allotted to Fireside on April 6, 2018.
For further details in relation to the release letter from Fireside dated April 3, 2025, please see “- Series A1
Share Subscription Agreement dated December 31, 2018, entered into among our Company, Sameer Ashok
Mehta, Aman Gupta and Fireside Ventures Investment Fund-I (Scheme of Fireside Ventures Investment
Trust) (“Fireside Series A1 SSA”)” on page 235.
B. Series A1 Share Subscription Agreement dated December 31, 2018, entered into among our Company,
Sameer Ashok Mehta, Aman Gupta and Fireside Ventures Investment Fund-I (Scheme of Fireside
Ventures Investment Trust) (“Fireside Series A1 SSA”)
Our Company, Sameer Ashok Mehta, Aman Gupta and Fireside entered into the Fireside Series A1 SSA,
pursuant to which Fireside agreed to subscribe to 1,738 Series A1 CCPS, of face value ₹10 each, for a
consideration of ₹150.00 million. The Series A1 CCPS were allotted to Fireside on January 8, 2019.
As of the date of this Updated Draft Red Herring Prospectus – I, the indemnification obligations of the
Company which are subsisting in accordance with the Fireside Series A SSA and the Fireside Series A1 SSA
are on account of:
(a) breach of any warranties, covenants or agreements by the Company or the Individual Promoters;
(b) any actions, causes of actions and suits arising out of, relating to or in connection with the Company or
the Individual Promoters filed by a third party, pursuant to which Fireside is named a party; and
(c) any fraud, negligence, default or wilful misconduct on part of the Company or the Individual Promoters.
In addition to the above, as on the date of this Updated Draft Red Herring Prospectus – I, the following
indemnification obligations are also subsisting on our Company and the Individual Promoters in accordance
with the the Fireside Series A SSA and the Fireside Series A1 SSA:
(a) failure on behalf of the Company or the Individual Promoters to obtain necessary registrations for the
purpose of conduct of business by the Company; and
(b) certain specific indemnity matters such as losses on account of any action taken by the governmental
authorities for non-compliance or wrongful representation under any applicable laws, including but not
limited to Customs Act, 1962, Foreign Exchange Management Act, 1999, Central Excise Act, 1944,
Central Sales Tax Act, 1956, etc.
Fireside has issued a release letter dated April 3, 2025, to our Individual Promoters pursuant to which
Fireside has agreed to release our Individual Promoters from the indemnification obligations that our
Individual Promoters have towards Fireside pursuant to Clause 9 of the Fireside Series A SSA and the
Fireside Series A1 SSA (collectively, the “Fireside SSAs”) (except the indemnification obligations of our
Individual Promoters towards Fireside in respect of any damages arising out of any fraud, negligence, default
or wilful misconduct on part of the Company or the Individual Promoters pursuant to Clause 9.1(a)(c) of
each of the Fireside SSAs, solely in respect of any act of fraud, which shall continue to be applicable in
accordance with the terms of the Fireside SSAs) with effect from the date of commencement of trading of
the Equity Shares on the Stock Exchanges pursuant to the consummation of the Offer. Further, any indemnity
obligations of our Company towards Fireside as set out above shall also continue to be applicable in
accordance with the terms of the Fireside SSAs after the listing of the Equity Shares on the Stock Exchanges.
C. Share subscription and purchase agreement dated December 14, 2020, entered into among our Company,
Sameer Ashok Mehta, Aman Gupta, Fireside Ventures Investment Fund-I (Scheme of Fireside Ventures
Investment Trust) and South Lake Investment Ltd (“South Lake”) (“South Lake Series B SSPA”)
235Our Company, the Promoters and Fireside entered into the South Lake Series B SSPA, pursuant to which
South Lake agreed to: (a) subscribe to 15,507 Series B CCPS of face value ₹6,000 each at a price of ₹
283,749 each for a total share subscription consideration of ₹4,400.09 million; and (b) purchase 3,348 equity
shares of face value ₹10 each from Sameer Ashok Mehta, 3,348 equity shares of face value ₹10 each from
Aman Gupta and 2,559 Series A CCPS from Fireside, for a total share purchase consideration of ₹2,626.09
million. The Series B CCPS were allotted to South Lake on January 5, 2021.
As of the date of this Updated Draft Red Herring Prospectus – I, the indemnification obligations of the
Company and the Individual Promoters which are subsisting, in accordance with the South Lake Series B
SSPA and South Lake Series C SSA are on account of:
(a) any misrepresentation, breach or inaccuracy of any of the Company Warranties (comprising business
warranties and fundamental warranties as defined in the South Lake Series B SSPA and South Lake
Series C SSA, respectively);
(b) any default or breach by the Company and/or the Individual Promoters of their respective obligations
under the South Lake Series B SSPA and South Lake Series C SSA, respectively; and
(c) any act of fraud in connection with the subject matter of the South Lake Series B SSPA and South Lake
Series C SSA, respectively by the Company and/or the Individual Promoters.
South Lake has issued a release letter dated April 3, 2025, to our Individual Promoters pursuant to which
South Lake has agreed to release our Individual Promoters from the indemnification obligations that our
Individual Promoters have towards South Lake pursuant to (i) clause 8.2.1(a) of the South Lake Series B
SSPA for any misrepresentation, breach or inaccuracy of the business warranties (i.e. the Company
warranties as set out in Part B of Schedule 2 of the South Lake Series B SSPA); and (ii) clause 8.1(a) of the
South Lake Series C SSA, for any misrepresentation, breach or inaccuracy of the business warranties (i.e.
the warranties as set out in Part B of Schedule 2 of the South Lake Series C SSA) with effect from the date
of commencement of trading of the Equity Shares on the Stock Exchanges pursuant to the consummation of
the Offer (“Effective Date”).
Notwithstanding the release letter issued by South Lake, the indemnification obligations of our Individual
Promoters towards South Lake pursuant to Clause 8.2.1(a) of the South Lake Series B SSPA or Clause 8.1(a)
of the South Lake Series C SSA, shall continue for any misrepresentation, breach or inaccuracy of the
business warranties, in relation to any indemnity claim made by an indemnified party prior to the Effective
Date. Further, (i) all indemnity obligations of our Individual Promoters for any act of fraud in relation to the
business warranties, default or breach of their obligations under the South Lake Series B SSPA and South
Lake Series C SSA, respectively, as well as for any misrepresentation, breach or inaccuracy of fundamental
warranties provided, as set out in Part A of Schedule 2 of the South Lake Series B SSPA and the Part A of
Schedule 2 of the South Lake Series C SSPA, respectively, shall continue to be applicable in accordance
with the terms of each of the South Lake Series B SSPA and the South Lake Series C SSPA, respectively;
and (ii) all indemnity obligations of our Company, (including for misrepresentation, breach or inaccuracy of
business warranties), provided as set out in the South Lake Series B SSPA and the South Lake Series C
SSPA, respectively, shall also continue to be applicable in accordance with the terms of each of the South
Lake Series B SSPA and the South Lake Series C SSPA, respectively, after the listing of the Equity Shares
on the Stock Exchanges.
D. Share subscription agreement dated April 9, 2021, entered into among our Company, Sameer Ashok
Mehta, Aman Gupta and Qualcomm Ventures LLC (“Qualcomm”) (“Qualcomm Series B1 SSA”)
Our Company, Sameer Ashok Mehta, Aman Gupta and Qualcomm entered into the Qualcomm Series B1
SSA, pursuant to which Qualcomm agreed to subscribe to 1,762 Series B1 CCPS of face value ₹6,000 each
at a price of ₹283,749 per Series B1 CCPS. The Series B1 CCPS were allotted to Qualcomm on April 20,
2021.
As of the date of this Updated Draft Red Herring Prospectus – I, the indemnification obligations of the
Company which are subsisting in accordance with Qualcomm Series B1 SSA are on account of:
(a) any misrepresentation, breach or inaccuracy of any of the warranties given by the Company;
(b) any default or breach by the Company and/or the Individual Promoters of their respective obligations
under Qualcomm Series B1 SSA; and
(c) any act of fraud in connection with the subject matter of Qualcomm Series B1 SSA by the Company
and/or the Individual Promoters.
236In terms of the Qualcomm Series B1 SSA, the Individual Promoters are jointly and severally liable to ensure
the fulfilment of such obligations by the Company.
Qualcomm has issued a release letter dated April 3, 2025, to our Individual Promoters, pursuant to which,
and with effect from the date of commencement of trading of the Equity Shares on the Stock Exchanges
pursuant to the consummation of the Offer, (a) Qualcomm has agreed to release our Individual Promoters
from all liability towards Qualcomm pursuant to the personal covenants provided by our Individual
Promoters under the Qualcomm Series B1 SSA (including but not limited to the covenants set out in Clause
12.11 of the Qualcomm Series B1 SSA) and (b) our Individual Promoters have agreed to release Qualcomm
from all liability towards our Individual Promoters pursuant to Qualcomm’s covenants under the Qualcomm
Series B1 SSA. Notwithstanding the release letter issued by Qualcomm, all obligations of our Company
(including without limitation indemnity obligations under Clause 8 of the Qualcomm Series B1 SSA) shall
continue to be applicable in accordance with the terms of the Qualcomm Series B1 SSA, after the listing of
the Equity Shares on the Stock Exchanges.
E. Share subscription agreement dated October 23, 2022, entered into among our Company, Sameer Ashok
Mehta, Aman Gupta and Malabar India Fund Limited (“Malabar 1”), Malabar Select Fund (“Malabar
2”) and Malabar Midcap Fund (“Malabar 3”, collectively along with Malabar 1 and Malabar 2 “Malabar
Entities”) (“Malabar Series C SSA”)
Our Company, Sameer Ashok Mehta, Aman Gupta and the Malabar Entities entered into the Malabar Series
C SSA, pursuant to which Malabar 1, Malabar 2 and Malabar 3 agreed to subscribe 3,32,890 Series C CCPS,
8,65,513 Series C CCPS and 1,33,156 Series C CCPS respectively, at a price of ₹ 751 per Series C CCPS,
for a total consideration of ₹1000.00 million. The Series C CCPS were allotted to the Malabar Entities on
December 2, 2022.
F. Share subscription agreement dated October 24, 2022, entered into among our Company, Sameer Ashok
Mehta, Aman Gupta and South Lake Investment Ltd (“South Lake Series C SSA”)
Our Company, Sameer Ashok Mehta, Aman Gupta and South Lake Investment Ltd entered into the South
Lake Series C SSA, pursuant to which the South Lake Investment Ltd agreed to subscribe to 5,326,232
Series C CCPS at a price of ₹ 751 per Series C CCPS, for a total consideration of ₹4000.00 million. The
Series C CCPS were allotted to the South Lake Investment Ltd on December 2, 2022.
For further details in relation to the release letter from South Lake dated April 3, 2025, please see “- Share
subscription and purchase agreement dated December 14, 2020, entered into among our Company, Sameer
Ashok Mehta, Aman Gupta, Fireside Ventures Investment Fund-I (Scheme of Fireside Ventures Investment
Trust) and South Lake Investment Ltd (“South Lake”) (“South Lake Series B SSPA”)” on page 235.
Joint Venture agreement
A. Joint venture agreement between our Company and Dixon Technologies (India) Limited dated January
17, 2022
Our Company and Dixon Technologies (India) Limited (“Dixon”, together with our Company, the “JV
Partners”) entered into a joint venture agreement dated January 17, 2022 (“Califonix JVA”) to record the terms
and conditions of operation of Califonix, which was jointly incorporated by the JV Partners for the purpose of
manufacturing Bluetooth enabled audio devices (except Bluetooth speakers and home audio) and other electronic
products.
As per the Caifonix JVA, the percentage of shareholding of the JV Partners in Califonix is 50% each. The Califonix
JVA also lays down the roles for our Company and Dixon in relation to the operations of Califonix. Our Company
and Dixon’s responsibilities include inter alia (i) assisting Califonix with financial management; (ii) assisting
Califonix with the recruitment of key managerial personnel and senior management; (iii) ensuring optimal utilization
of Califonix’ machinery and equipment; and (iv) assisting Califonix in offtake planning, basis mutual discussion
between our Company and Dixon.
Under the terms of the Califonix JVA, the JV Partners have certain rights and obligations, among others, (i) right
to nominate directors on the board of directors of Califonix; (ii) right to purchase all securities held by the other
JV Partner in case of a deadlock; (iii) affirmative voting matters requiring unanimous approval of at least one
director nominated by each JV Partner; and (iv) transfer restrictions / right of first offer / right of first refusal and
tag along right / drag along right. Pursuant to the Califonix JVA, the board of directors of Califonix shall comprise
237of four directors, where each JV Partner is entitled to nominate two directors on the board of directors of Califonix.
In addition to the rights and obligations outlined above, the JV Partners are bound by certain restrictions under
the Califonix JVA including inter alia (i) non-competition and non-solicitation restrictions; (ii) restrictions on use
of intellectual property; and (iii) certain confidentiality restrictions.
Intellectual property rights and related agreements
A. Asset transfer agreement dated September 1, 2020, entered into among Redwood Interactive and our
Company (“Asset Transfer Agreement”)
In terms of the Asset Transfer Agreement, our Company has acquired from Redwood Interactive full and
complete title to the trademarks pertaining to the “RedGear” label and certain inventories for a total
consideration of ₹50.00 million. Pursuant to the Asset Transfer Agreement, our Company has acquired two
trademarks for “RedGear” label in respect of (i) headphones, speakers, mousepads, internal cooling fans for
computers; and (ii) gamepads, gaming keyboards and gaming mouse, respectively.
Details of agreements required to be disclosed under clause 5A of paragraph A of part A of Schedule III of
the SEBI Listing Regulations
Except as disclosed in “- Details regarding material acquisitions or divestments or slump sale of business/
undertakings, mergers, amalgamations or any revaluation of assets, in the last 10 years” and “- Shareholders’
agreements and other agreements” on pages 230 and 232 respectively, there are no agreements entered into by
our Shareholders, our Promoters, our members of the Promoter Group, related parties, our Directors, our Key
Managerial Personnel, our employees among themselves 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 restrictions or create any liability upon our Company, whether or not our Company is a
party to such agreements as required to be disclosed pursuant to Clause 5A of Paragraph A of Part A of Schedule
III of the SEBI Listing Regulations.
Details of guarantees given to third parties by our Promoters who are participating in the Offer for Sale
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding guarantees given by our
Promoter Selling Shareholders to any third party.
Agreements with Key Managerial Personnel, Senior Management, Director or any other employee of our
Company
As on the date of this Updated Draft Red Herring Prospectus – I, there are no agreements entered into by a Key
Managerial Personnel, Senior Management, Director or any other employee of our Company, either by themselves
or on behalf of any other person, with any Shareholder or any other third party with regard to compensation or
profit sharing in connection with dealings in the securities of our Company.
Holding Company
As on the date of this Updated Draft Red Herring Prospectus – I, our Company does not have a holding company.
Our Subsidiaries and Joint Venture
As on the date of this Updated Draft Red Herring Prospectus – I, our Company has four subsidiaries, two step
down subsidiaries, and one joint venture.
Direct Subsidiaries
(a) Dive Marketing Private Limited
Corporate Information
Dive Marketing Private Limited was incorporated as a private limited company under the Companies Act, 2013,
pursuant to a certificate of incorporation dated June 3, 2021, issued by the Registrar of Companies, Central
Registration Centre. Its corporate identification number is U52520MH2021PTC361514. The registered office of
Dive Marketing Private Limited is located at Unit no. 204 & 205, 2nd Floor, D-wing & E-wing, Corporate Avenue,
238Andheri Ghatkopar Link Road, Chakala MIDC, Mumbai, Mumbai - 400093, Maharashtra, India.
Nature of Business
Dive Marketing Private Limited is authorized under the provisions of its memorandum of association to inter alia
undertake the business of buying, selling, reselling, importing, exporting, transporting, storing, developing,
promoting, marketing, supplying, trading, or dealing, in any manner whatsoever in all kinds of consumer electrical
appliances, consumer electronic devices, gadgets and its components on retail as well as wholesale basis in India
or elsewhere.
Capital Structure
The authorized share capital of Dive Marketing Private Limited is ₹100,000 divided into 10,000 equity shares of
face value of ₹10 each and its issued, subscribed and paid-up equity share capital is ₹ 100,000 divided into 10,000
equity shares of ₹ 10 each.
Shareholding Pattern
Name of the shareholder Number of equity shares Percentage of the total equity
of face value of ₹10 each shareholding (%)
Imagine Marketing Limited 9,999 100.00
Jignesh Ramesh Rambhia* 1 Negligible
Total 10,000 100.00
*As a nominee of our Company
(b) Imagine Marketing Singapore Pte. Ltd.
Corporate Information
Imagine Marketing Singapore Pte. Ltd. was incorporated as a private limited company under the laws of the
Republic of Singapore, pursuant to a certificate of incorporation dated November 29, 2021, issued by the
Accounting and Corporate Regulatory Authority. Its unique entity number is 202141395N. The registered office
of Imagine Marketing Singapore Pte. Ltd. is located at 3 Temasek Avenue, #17-01, Centennial Tower, Singapore
039190.
Nature of Business
Imagine Marketing Singapore Pte. Ltd. is engaged in the business of wholesale trade of a variety of goods without
a dominant product as authorized under the objects clause of its memorandum of association.
Capital Structure
The Companies (Amendment) Act 2005 has abolished the concept of par value shares in Singapore. The Issued
share capital and paid-up capital is USD 40,000,000.
Shareholding Pattern
Name of the shareholder Number of shares Percentage of the total equity
shareholding (%)
Imagine Marketing Limited 40,000,000 100.00
Total 40,000,000 100.00
(c) HOB Ventures Private Limited
Corporate Information
HOB Ventures Private Limited was incorporated as a private limited company under the Companies Act, 2013,
pursuant to a certificate of incorporation dated December 31, 2021, issued by the Registrar of Companies, Central
Registration Centre. Its corporate identification number is U24290MH2021PTC374154. The registered office of
HOB Ventures Private Limited is located at Unit No.204 & 205, 2nd Floor, D-wing & E-wing, Corporate Avenue,
Andheri Ghatkopar Link Road, Chakala MIDC, Mumbai, Maharashtra, India - 400093.
239Nature of Business
HOB Ventures Private Limited is authorized under the provisions of its memorandum of association to carry on
business to inter alia produce, procure, acquire, or otherwise deal online or any other mode with the use of
innovative technology and artificial intelligence, in luxury toiletries, cosmetics, skincare and haircare products,
bath and body, fragrance, grooming appliances, personal care, healthcare and wellness products, ayurvedic
medicines.
Capital Structure
The authorised share capital of HOB is ₹480,000,000 divided into 48,000,000 equity shares of ₹10 each and its
issued, subscribed and paid-up equity share capital is ₹ 310,100,000 divided into 31,010,000 equity shares of ₹
10 each.
Shareholding Pattern
Name of the shareholder Number of equity shares Percentage of the total equity
of face value of ₹10 each shareholding (%)
Imagine Marketing Limited 31,009,999 100.00
Vivek Gambhir* 1 Negligible
Total 31,010,000 100.00
*As a nominee of our Company
(d) KaHa Technologies Private Limited
Corporate Information
KaHa Technologies Private Limited was incorporated as a private limited company under the Companies Act,
2013, pursuant to a certificate of incorporation dated May 4, 2016, issued by the Registrar of Companies, Central
Registration Centre. Its company identification number is U72900KA2016FTC178519. The registered office of
KaHa Technologies Private Limited is located at Property No. 330, 27th Main, 3rd Floor, Sector-2, HSR Layout,
Bangalore, Bangalore South, Karnataka, India - 560102.
Nature of Business
KaHa Technologies Private Limited is authorised under the provisions of its memorandum of association to inter
alia engage in the business to develop, design, commission and implement specialized software in client server
internet and other related technologies in India and abroad.
Capital Structure
The authorised share capital of KaHa Technologies Private Limited is ₹ 500,000 divided into 50,000 equity shares
of ₹10 each and its issued, subscribed and paid-up equity share capital is ₹ 100,000 divided into 10,000 equity
shares of ₹ 10 each.
Shareholding Pattern
Name of the shareholder Number of equity shares Percentage of the total equity
of face value of ₹10 each shareholding (%)
Imagine Marketing Limited 9,999 100.00
Sudheendra Shantharam* 1 Negligible
Total 10,000 100.00
*As a nominee of our Company
Step-down Subsidiaries
(a) KaHa Pte Ltd.
Corporate Information
KaHa Pte. Ltd. was incorporated as a private company limited by shares under the laws of the Republic of
Singapore, pursuant to a certificate of incorporation dated January 29, 2015, issued by the Accounting and
240Corporate Regulatory Authority. Its unique entity number is 201502882N. The registered office of KaHa Pte Ltd.
is located at 3 Temasek Avenue, #17-01, Centennial Tower, Singapore 039190.
Nature of Business
KaHa Pte. Ltd. is engaged in the business of developing products on the internet of things (“IoT”) space and has
a technology-focused platform for wearables through patented artificial intelligence and machine learning
capabilities, end-to-end smart wearable solutions (hardware and software), device agnostic and data driven smart
IoT platforms, providing solutions and analyses for multiple use cases, as authorized under the objects clause of
its memorandum of association.
Capital Structure
The Companies (Amendment) Act 2005 has abolished the concept of par value shares in Singapore. The issued
share capital and paid-up capital is USD 13,938,259.
Shareholding pattern
Name of the shareholder Number of shares Percentage of the total ordinary
holding (%)
Imagine Marketing Singapore Pte. Ltd. 3,579,860 100.00
Total 3,579,860 100.00
(b) KaHa Technology (Shenzhen) Co. Ltd.
Corporate Information
KaHa Technology (Shenzhen) Co. Ltd. was incorporated as a private limited company under the Company Law
of the People’s Republic of China, pursuant to a certificate of incorporation dated December 1, 2017, issued by
the State Administration for Industry and Commerce, PRC. Its uniform social credit code is
91440300MA5EW9B919. The registered office of KaHa Technology (Shenzhen) Co. Ltd. is located at 511,
Building A, Area C, Bao’an Internet Industrial Base, No. 2005, Xingye Road, Xixiang Street, Bao’an District,
Shenzhen City.
Nature of Business
KaHa Technology (Shenzhen) Co. Ltd. is engaged in the business of development and sales of software and
hardware of intelligent electronic products; technology development, technical consultation and technology
transfer of intelligent electronic products; export of goods and technologies.
Capital Structure
The authorised share capital of KaHa Technology (Shenzhen) Co. Ltd. is Yuan 500,000 divided into 500,000
equity shares of Yuan 1 each and its issued, subscribed and paid-up share capital is Yuan 500,000 divided into
500,000 shares of Yuan 1 each.
Shareholding Pattern
Name of the shareholder Number of shares Percentage of the total
of face value of Yuan 1 each shareholding (%)
Kaha Pte. Ltd. 500,000 100.00
Total 500,000 100.00
Our Joint Venture
(a) Califonix Tech and Manufacturing Private Limited
Corporate Information
Califonix Tech and Manufacturing Private Limited was incorporated as a private limited company under the
Companies Act, 2013, pursuant to a certificate of incorporation dated April 27, 2022, issued by the Registrar of
241Companies, Central Registration Centre. Its company identification number is U31904UP2022PTC163119, and
its registered office is situated at B-14 & 15 Phase-II, Gautam Buddha Nagar, Noida, Uttar Pradesh, India -
201305.
Nature of Business
Califonix is engaged in the business of manufacturing of consumer electronics products including Bluetooth-
enabled audio devices.
Capital Structure
The authorised share capital of Califonix Tech and Manufacturing Private Limited is ₹440,000,000 divided into
44,000,000 equity shares of face value of ₹10 each and its issued, subscribed and paid-up equity share capital is
₹ 431,000,000 divided into 43,100,000 equity shares of ₹ 10 each.
Shareholding Pattern
Name of the shareholder Number of equity shares Percentage of the total equity
of face value of ₹10 each shareholding (%)
Imagine Marketing Limited 21,550,000 50.00
Dixon Technologies (India) Limited 21,550,000 50.00
Total 43,100,000 100.00
Accumulated profits or losses
There are no accumulated profits or losses of our Subsidiaries, which are not accounted for by our Company in
our Restated Consolidated Financial Information.
Common pursuits between our Subsidiaries, Joint Venture and our Company
As on the date of this Updated Draft Red Herring Prospectus – I, except for Califonix Tech and Manufacturing
Private Limited, there are no common pursuits between our Subsidiaries, Joint Venture and our Company. Our
Subsidiaries and Joint Venture are engaged in lines of business that are similar and/ or synergistic to our Company.
However, there is no conflict of interest between Califonix Tech and Manufacturing Private Limited and our
Company and our Company will adopt necessary procedures and practices as permitted by law and regulatory
guidelines to address any conflict situations if and when they arise.
There are no conflict of interest between us and the lessors of the immovable properties of our Company and/or
our Subsidiaries or our Subsidiaries’ directors which are crucial for the operations of our Company.
There are no conflict of interest between us and any of the suppliers of the raw materials or third-party service
provides of our Company and/or our Subsidiaries or our Subsidiaries’ directors (which are crucial for operations
of the Company).
Business interests of our subsidiaries in our Company
As on the date of this Updated Draft Red Herring Prospectus, except in the ordinary course of business and other
than the transactions disclosed in “Our Business” and “Restated Consolidated Financial Information – Note No.
37” on pages 179 and 325 respectively, our Subsidiaries and Joint Venture have no business interests 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.
Except as disclosed below, none of our Promoters, members of the Promoter Group or Directors is appearing in
the list of directors of struck-off companies maintained by the Registrar of Companies or the Ministry of Corporate
Affairs:
(i) Aman Gupta, one of our Individual Promoters and Non-Executive Director (Additional) was a
242director of Erampage Marketing Private Limited which was struck-off pursuant to approval of Form
STK-2 by the Registrar of Companies, Delhi on January 13, 2023;
(ii) Anmol Kumar Gupta, member of Promoter Group of Aman Gupta, one of our Individual Promoters,
was a designated partner of White Mountain Collectives LLP which was struck-off pursuant to
approval of form 24, by the Registrar of Companies, Delhi on May 20, 2025; and
(iii) Anish Kumar Saraf, Non-Executive Director, was a director of Balaji Potato Flakes Private Limited
which was struck-off pursuant to approval of Form EES, 2010 by the Registrar of Companies, West
Bengal at Kolkata on August 25, 2010.
243OUR MANAGEMENT
In terms of our Articles of Association, our Company is required to have not less than three Directors and not
more than fifteen Directors, provided that our Shareholders may appoint more than fifteen Directors after passing
a special resolution in a general meeting. As on the date of this Updated Draft Red Herring Prospectus – I, our
Company has eight Directors, comprising one Executive Director, three Non-Executive Directors (other than
Independent Directors) and four Independent Directors, of which one is an independent woman director. The
Chairman of our Board, Vivek Gambhir, is a Non-Executive Director.
Our Board
The following table sets forth details regarding our Board as on the date of this Updated Draft Red Herring
Prospectus – I:
S.No Name, Designation, Address, Occupation, Term, Other Directorships
Period of Directorship, DIN, Date of Birth and Age
1. Vivek Gambhir Indian Companies
Designation: Chairman and Non-Executive Director (i) Comfort Grid Technologies Private Limited;
Address: House No. D-84, Malcha Marg, Chanakya Puri, (ii) Harvard Business School Club of India;
New Delhi, Delhi - 110 021, India
(iii) HOB Ventures Private Limited;
Occupation: Service
(iv) Honasa Consumer Limited;
Term: With effect from May 4, 2023, and liable to retire by
rotation (v) KaHa Technologies Private Limited;
Period of Directorship: Since April 20, 2021 (vi) Metropolis Healthcare Limited, and
DIN: 06527810 (vii) Samast Technologies Private Limited.
Date of birth: November 27, 1968 Foreign Companies
Age: 56 (i) KaHa Pte. Ltd.
2. Sameer Ashok Mehta Indian Companies
Designation: Executive Director (i) Cast Tech Private Limited;
Address: 2301/A, Omkar 1973, Pandurang Budhkar Marg, (ii) Casttech Allied Private Limited;
Worli, Near Shani Mandir, Neelam Centre, Mumbai,
Maharashtra, 400030, India (iii) Delhivery Limited,
Occupation: Business (iv) Ecom Express Limited; and
Term: With effect from September 29, 2025 till July 4, (v) Triocast Technologies Private Limited.
2027, and liable to retire by rotation. &
Foreign Companies
Period of Directorship: Since November 1, 2013
(i) KaHa Pte. Ltd.
DIN: 02945481
Date of birth: November 29, 1976
Age: 48
3. Aman Gupta Indian Companies
Designation: Non-Executive Director (Additional)^ Nil
Address: R-21, Hauz Khas, South Delhi, Delhi - 110 016, Foreign Companies
India
Nil
Occupation: Business
Term: With effect from September 29, 2025, and liable to
244S.No Name, Designation, Address, Occupation, Term, Other Directorships
Period of Directorship, DIN, Date of Birth and Age
retire by rotation.
Period of Directorship: Since November 1, 2013
DIN: 02249682
Date of birth: March 3, 1981
Age: 44
4. Anish Kumar Saraf Indian Companies
Designation: Non-Executive Director* (i) Biba Fashion Limited;
Address: B-3002, 30th Floor, Raheja Vivarea, Sane Guruji (ii) EBCO Private Limited;
Marg, Jacob Circle, Mumbai - 400 011, Maharashtra, India
(iii) Kalyan Jewellers India Limited;
Occupation: Service
(iv) Parksons Packaging Limited;
Term: Not liable to retire by rotation
(v) Warburg Pincus India Private Limited, and
Period of Directorship: Since January 5, 2021$
(vi) Watertec (India) Private Limited.
DIN: 00322784
Foreign Companies
Date of birth: October 30, 1977
Nil
Age: 47
5. Purvi Sheth Indian Companies
Designation: Independent Director (i) Ambuja Cements Limited;
Address: 3801, Floor – 38, A-2 Tower, Sky Forest, (ii) Continuum Green Energy Limited;
Senapati Bapat Marg, Near Elphinstone Railway Station,
Lower Parel, Mumbai, Maharashtra, India, 400013. (iii) Deepak Chem Tech Limited;
Occupation: Proprietor (iv) Kirloskar Industries Limited;
Term: For a period of five years with effect from November (v) Kirloskar Oil Engines Limited;
12, 2021.
(vi) Lastaki Advisors Private Limited;
Period of Directorship: Since November 12, 2021
(vii) Metropolis Healthcare Limited;
DIN: 06449636
(viii) Nirigyan Information Consulting and
Date of birth: May 31, 1972 Services Private Limited;
Age: 53 (ix) Shoppers Stop Limited, and
(x) Techfab (India) Industries Limited.
Foreign Companies
Nil
6. Aashish Ramdas Kamat Indian Companies
Designation: Independent Director (i) IDFC First Bank Limited,
Address: Flat 2402, 24th Floor, The Imperial Edge, B B (ii) JSW Cement Limited, and
Nakashe Marg, Tardeo, Mumbai Central, Mumbai-
400026, Maharashtra, India (iii) The Ugar Sugar Works Limited
Occupation: Senior Advisor Foreign Companies
245S.No Name, Designation, Address, Occupation, Term, Other Directorships
Period of Directorship, DIN, Date of Birth and Age
Term: For a period of five years with effect from November (i) FNZ Fiat Prefco Limited and
12, 2021.
(ii) FNZ Bank SE
Period of Directorship: Since November 12, 2021
DIN: 06371682
Date of birth: October 6, 1965
Age: 60
7. Anand Ramamoorthy Indian Companies
Designation: Independent Director (i) Enovix Research and Development Services
India Private Limited;
Address: C-1001, Akme Ballet Apartments, Doddanakundi
Outer Ring Road, Doddanakundi, Bangalore North, (ii) Hexagon Capability Center India Private
Marathahalli Colony, Bangalore, Karnataka, India 560 037 Limited, and
Occupation: Job Holder (iii) Hexagon Capability Hub India Private
Limited
Term: For a period of five years with effect from November
12, 2021. Foreign Companies
Period of Directorship: Since November 12, 2021 Nil
DIN: 05277865
Date of birth: June 7, 1974
Age: 51
8. Deven Pravinchandra Waghani Indian Companies
Designation: Independent Director Nil
Address: 8642, NE, 7th Street, Medina, WA, 98039 – 4801, Foreign Companies
United States
(i) A Hundred Basic Points, LLC (USA); and
Occupation: Software Business Executive
(ii) Imagine Marketing Singapore Pte. Ltd.
Term: For a period of five years with effect from December
15, 2021.
Period of Directorship: Since December 15, 2021
DIN: 09434542
Date of birth: April 28, 1965
Age: 60
& Sameer Ashok Mehta was appointed as the Whole-time Director of our Company for a period of five years with effect from July 5, 2022.
Thereafter, he was redesignated as Whole-time Director and Chief Executive Officer of our Company with effect from May 4, 2023.
Subsequently, he is redesignated as Executive Director of our Company with effect from September 29, 2025.
^ As of the date of this Updated Draft Red Herring Prospectus – I, our Board has approved the appointment of Aman Gupta as Non-Executive
Director (Additional) and his regularisation remains subject to the approval of our Shareholders.
* Nominee of South Lake.
$ Anish Kumar Saraf will be subject to the approval by our Shareholders at such intervals as required under SEBI Listing Regulations,
including under Regulation 17(1D) of the SEBI Listing Regulations.
Brief Biographies of Directors
Vivek Gambhir is the Chairman and Non-Executive Director of our Company. He holds a bachelor’s degree in
science (computer science), a bachelor’s degree in arts (economics and business) from Lafayette College, Easton,
Pennsylvania and a master’s degree in business administration from Harvard Business School, Boston,
246Massachusetts. Prior to joining our Company, he was associated with Godrej Consumer Products Limited as chief
executive officer and managing director, Godrej Industries Limited as chief strategy officer, Bain & Company
India Private Limited as partner and was a founding member of Bain & Company’s consulting operations in India.
He has previously been the co-chair of the Confederation of Indian Industry, National Committee on FMGC and
served as the president of the Harvard Business School Club of India. He is on the advisory board of the Central
Square Foundation. He has been associated with our Company since April 20, 2021.
Sameer Ashok Mehta is the Executive Director of our Company. He is one of the founding members and
Promoters of our Company. He is responsible for the overall strategic direction and management of our Company,
driving its growth and innovation. He holds a bachelor’s degree in commerce from University of Mumbai. He co-
founded Redwood Interactive. He has been featured on the covers of Business Today and Forbes India as
“Tycoons of Tomorrow”. He was recognized among ‘IDFC FIRST Private & Hurun India’s Top 200 Self-made
Entrepreneurs of the Millennia 2024.’ He has been associated with our Company since November 1, 2013.
Aman Gupta is the Non-Executive Director (Additional) of our Company. He is one of the founding members
and Promoters of our Company. He completed a post-graduate programme in management from the Indian School
of Business, Hyderabad, and is a qualified Chartered Accountant with the ICAI. Prior to joining our Company, he
was associated with KPMG India Private Limited as assistant manager, Harman International (India) Private
Limited as senior manager (lifestyle home and multimedia), and Citicorp Finance India Limited. He was named
to the Economic Times 40 Under 40, ‘IDFC FIRST Private & Hurun India’s Top 200 Self-made Entrepreneurs of
the Millennia 2024, and “Founder of the Year” by Entrepreneur India. He was recognised as the Best Celebrity
Creator by Prime Minister Narendra Modi in 2024 and was featured on the covers of Forbes India and Business
Today, ‘Visionary Entrepreneur of the year’ at The Viksit Bharat 2047 – Google Education Summit 2025. He has
been associated with our Company since November 1, 2013.
Anish Kumar Saraf is a Non-Executive Director of our Company. He holds a post-graduate diploma in
management from the Indian Institute of Management, Ahmedabad and is a qualified Chartered Accountant with
the ICAI. He currently serves as managing director at Warburg Pincus India Private Limited. He has been
associated with our Company since January 5, 2021.
Purvi Sheth is an Independent Director of our Company. She passed bachelor’s of arts, degree examination
(economics and political science) from St. Xavier’s College, Mumbai, and has completed the certificate of
professional development program from the Wharton Business School, University of Pennsylvania. She currently
serves as chief executive officer at, Shilputsi Consultants. She has been associated with our Company since
November 12, 2021.
Aashish Ramdas Kamat is an Independent Director of our Company. He holds a bachelor’s degree in arts from
the Franklin and Marshall College and is a member of the Pennsylvania Institute of Certified Public Accountants.
He currently serves as managing director, chief operating officer at L Catterton Singapore Pte. Ltd. Prior to joining
our Company, he was associated with UBS AG, India as chief executive officer, UBS AG, Hong Kong as
managing director and JP Morgan Chase Bank as managing director (corporate and investment bank department).
He has been associated with our Company since November 12, 2021.
Anand Ramamoorthy is an Independent Director of our Company. He holds a bachelor’s degree in engineering
(metallurgical engineering) from University of Roorkee (now Indian Institute of Technology, Roorkee), a master’s
degree in science (mechanical engineering) from Auburn University, a master’s degree in business administration
from Santa Clara University, California and has completed advanced management program from Harvard
Business School, Boston. He currently serves as the vice-president, India (country executive) at Micron
Technology Operations India LLP. Prior to joining our Company, he was associated with Intel Technology India
Private Limited as director (consumption sales), Intel Security India as managing director, Marvell
Semiconductors Inc. as senior director (India business development), and McAfee Software India Private Limited
as senior director (sales). He has been associated with our Company since November 12, 2021.
Deven Pravinchandra Waghani is an Independent Director of our Company. He holds a bachelor’s degree in
technology (chemical engineering) from Indian Institute of Technology, Bombay, and a master’s degree in
business administration from the University of Chicago. He also holds a post-graduate diploma in management
from Indian Institute of Management, Calcutta. Prior to joining our Company he was associated with McKinsey
& Company, Inc. as senior engagement manager, Hewlett – Packard as vice president (strategy and planning),
Microsoft as senior director (SBU strategy and business development), and with Automation Anywhere Inc as the
senior vice president (business operations). He has been associated with our Company since December 15, 2021.
Relationship between Directors, Key Managerial Personnel and Senior Management
247None of our Directors, Key Managerial Personnel and Senior Management are related to each other.
Arrangement or understanding with major shareholders, customers, suppliers or others which our
Directors were selected as a Director or Senior Management.
Other than Anish Kumar Saraf, our Non-Executive Director, who is nominated on our Board by South Lake
Investment Ltd pursuant to the Shareholder’s Agreement, none of our Directors have been presently appointed or
selected pursuant to any arrangement or understanding with the major shareholders, customers, suppliers or others
pursuant to which any of our Directors were appointed on our Board or as a member of the Senior Management.
For details, see “History and Certain Corporate Matters” on page 226.
Confirmations
None of our Directors is or was a director of any listed company during the five years immediately preceding the
date of this Updated Draft Red Herring Prospectus – I, whose shares have been or were suspended from being
traded on any of the stock exchanges during the term of their directorship in such companies.
None of our Directors is or was a director of any listed company which has been or was delisted from any stock
exchange during the term of their directorship in such company.
None of our Directors have been declared as Wilful Defaulters nor as Fraudulent Borrowers by any bank or
financial institution or consortium thereof in accordance with the guidelines on Wilful Defaulters or a Fraudulent
Borrower issued by the RBI.
No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to
the firms or companies in which they are interested, by any person, either to induce such Director to become or
to help such Director to 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.
None of our Directors or Key Managerial Personnel have any conflict of interest with the lessors of immovable
properties of our Company which are crucial for the operations of our Company. Further, none of our Directors
or Key Managerial Personnel have any conflict of interest with the suppliers of raw materials and third party
service providers of our Company (which are crucial for operations of our Company).
Terms of appointment of our Directors
Terms of appointment of Sameer Ashok Mehta, Executive Director
Our Company has entered into an employment agreement dated March 11, 2025 with Sameer Ashok Mehta.
Further, pursuant to the Board resolution dated September 29, 2025. Sameer Ashok Mehta is not entitled to receive
any remuneration or sitting fees for attending meetings of our Board and committees in his capacity as Executive
Director.
Terms of appointment of our Non-Executive Directors (other than Independent Directors)
a) Vivek Gambhir
Pursuant to Board resolution dated May 4, 2023, our Chairman and Non-Executive Director, Vivek
Gambhir is eligible for a fixed remuneration of ₹1.50 million per annum by way of a commission, which
shall be approved by the Board from time to time. Further, he is eligible for sitting fees of ₹75,000 and
₹50,000 for attending each meeting of our Board and committees, respectively. He is also provided
reimbursement for travel and conveyance expenses incurred for attending any of our Board, committee
and Shareholders’ meeting of our Company.
b) Aman Gupta
Pursuant to a Board resolution dated September 29, 2025, Aman Gupta is not entitled to receive any
remuneration or sitting fees for attending meetings of our Board and committees in his capacity as Non-
Executive Director (Additional).
c) Anish Kumar Saraf
Anish Kumar Saraf is not entitled to receive any remuneration or sitting fees for attending meetings of
our Board and committees, in his capacity as Non-Executive Director.
248Terms of appointment of our Independent Directors
Pursuant to the Board resolution dated August 13, 2024, our Independent Directors are entitled to receive a fixed
remuneration and a sitting fee for attending meetings of our Board, as detailed in their letters of appointment, and
as may be revised by our Board from time to time. As on date of this Updated Draft Red Herring Prospectus – I,
our Independent Directors are entitled to (i) sitting fee of ₹75,000 for attending each meeting of our Board; (ii)
₹50,000 for attending each Committee meeting of our Board; and (iii) commission of ₹ 1.50 million per annum.
Further, our Independent Directors are entitled to be reimbursed by our Company in relation to expenses incurred
by them in the participation in meetings of our Company.
Remuneration to our Directors
1) Remuneration to Sameer Ashok Mehta, Executive Director:
Sameer Ashok Mehta, Executive Director was not paid any remuneration in his capacity as Executive Director
for the Financial Year ended March 31, 2025. However, he was paid an amount of ₹ 25.00 million in his capacity
as whole-time director and chief executive officer during Financial Year ended March 31, 2025.
2) Remuneration to our Non-Executive Directors (other than Independent Directors)
The remuneration paid to our Non-Executive Directors (other than Independent Directors) as during the financial
year ended March 31, 2025, is as set forth below:
(in ₹ million)
Name of our Director Sitting fees Commission Total remuneration
Vivek Gambhir 0.45 1.50(1) 2.10
Aman Gupta(2) Nil Nil Nil
Anish Kumar Saraf(3) Nil Nil Nil
(1) The commission of ₹ 1.50 million was accrued during the financial year ended March 31, 2024, but paid during the financial year ended
March 31, 2025.
(2) Aman Gupta was appointed as a whole-time director and chief marketing officer until September 29, 2025. For the financial year ended
March 31, 2025, he received an amount of ₹ 25.00 million as remuneration in his capacity as whole-time director and chief marketing officer
of our Company. For details, see, “- Changes in our Board during the last three years” on page 251.
(3) Anish Kumar Saraf has not received any remuneration from our Company during the financial year ended March 31, 2025.
3) Remuneration to our Independent Directors
Pursuant to the Board resolution dated August 13, 2024, our Independent Directors are entitled to receive a fixed
remuneration and a sitting fee for attending meetings of our Board, as detailed in their letters of appointment, and
as may be revised by our Board from time to time. As on date of this Updated Draft Red Herring Prospectus – I,
our Independent Directors are entitled to (i) sitting fee of ₹75,000 for attending each meeting of our Board; (ii)
₹50,000 for attending each Committee meeting of our Board; and (iii) commission of ₹ 1.50 million per annum.
Further, our Independent Directors are entitled to be reimbursed by our Company in relation to expenses incurred
by them in the participation in meetings of our Company.
The remuneration paid to our Independent Directors during the financial year ended March 31, 2025, is as set
forth below:
(in ₹ million)
Name of our Director Sitting fees paid Commission* Total remuneration
Purvi Sheth 0.68 1.50 2.18
Aashish Ramdas Kamat 0.80 1.50 2.30
Anand Ramamoorthy 0.98 1.50 2.48
Deven Pravinchandra Waghani 0.23 1.50 1.73
* The commission was accrued during the financial year ended March 31, 2024, but paid during the financial year ended March 31, 2025.
Contingent or deferred compensation paid to Directors by our Company.
No contingent compensation is payable to any of our Directors during the financial year ended March 31, 2025.
Except as disclosed below, there is no deferred compensation payable to any of our Directors which accrued
during the financial year ended March 31, 2025:
(in ₹ million)
Total
Name of our Director Sitting fees Commission
remuneration*
Vivek Gambhir 0.15 1.50 1.65
Purvi Sheth 0.25 1.50 1.75
249Total
Name of our Director Sitting fees Commission
remuneration*
Aashish Ramdas Kamat 0.23 1.50 1.73
Anand Ramamoorthy 0.35 1.50 1.85
Deven Pravinchandra Waghani 0.05 1.50 1.55
* This refers to the sitting fees and commission accrued for the financial year ended March 31, 2025, and will be paid during the financial
year ending March 31, 2026.
Remuneration paid or payable to our Directors from our Subsidiaries.
As on the date of this Updated Draft Red Herring Prospectus – I, none of our Directors have been paid any
remuneration by our Subsidiaries or Joint Venture, including any contingent or deferred compensation accrued
for the financial year ended March 31, 2025.
Further, none of our Directors have been paid any remuneration including any contingent or deferred
compensation accrued for the financial year ended March 31, 2025, by Kimirica Lifestyle Private Limited, that
was our associate company.
Bonus or profit-sharing plan for our Directors
None of our Directors are entitled to any bonus or profit-sharing plans of our Company.
Service Contracts with Directors
Except statutory entitlements for benefits upon termination of their employment in our Company or retirement
none of our Directors, have entered into service contracts with our Company pursuant to which they are entitled
to any benefits upon termination of employment.
Shareholding of our Directors in our Company
Our Directors are not required to hold any qualification Equity Shares under our Articles of Association.
Except as disclosed below, as on the date of this Updated Draft Red Herring Prospectus – I, none of our Directors
hold any Equity Shares in our Company:
Name of our Director Number of ESOPs outstanding Number of Equity Shares of face
value of ₹ 1 each held
Sameer Ashok Mehta Nil 38,350,000
Aman Gupta Nil 38,370,000
Vivek Gambhir 2,014,000 Nil
For further details, see “Capital Structure - Employee Stock Option Scheme” on page 113.
Shareholding of our Directors in our Subsidiaries
As on the date of this Updated Draft Red Herring Prospectus – I, none of our Directors hold any shares in the
Subsidiaries of our Company except for Vivek Gambhir, who in his capacity as a nominee shareholder of our
Company holds one equity share in HOB Ventures Private Limited.
Interest of Directors
All our Directors may be deemed to be interested to the extent of remuneration (including sitting fees, as
applicable) and reimbursement of expenses, if any, payable to them under our Articles of Association and their
terms of appointment or employment agreement and to the extent of remuneration paid to them for services
rendered as an officer or employee or director of our Company and/or Subsidiaries.
Further, our Independent Directors may be deemed to be interested to the extent of sitting fees, commission and
reimbursement of expenses, if any, payable to them for attending meetings of our Board or Committees thereof.
Further, our Directors may be interested to the extent of Equity Shares held by such entity nominating such
Director(s) to our Board.
Our Directors may be interested to the extent of employee stock options, if any, held by them, and Equity Shares
and held by them or their relatives (together with other distributions in respect of Equity Shares), or held by the
entities in which they are associated as partners, or that may be subscribed by or allotted to the companies, firms,
ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees,
250pursuant to the Offer and any dividend and other distributions payable in respect of such Equity Shares. For
details, please see “Our Management - Shareholding of our Directors” above.
Our Directors may be deemed to be interested to the extent of certain related party transactions that were
undertaken with them by our Company. Our Directors may also be deemed to be interested in the contract
agreement /arrangements entered into or to be entered into by our Company in the normal course of business with
any company in which they hold directorships or any partnership firm in which they are partners. For further
details, see “Restated Consolidated Financial Information – Note No. 37” on page 325.
None of our Directors have availed loans from our Company or its Subsidiaries.
Our Company has not entered into any contract, agreements or arrangements during the preceding two years from
the date of this Updated Draft Red Herring Prospectus – I 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.
Interest in property
None of our Directors are interested in any property acquired by our Company or proposed to be acquired by it.
Further, our Directors do not have any interest in any transaction by our Company for acquisition of land,
construction of building or supply of machinery.
Interest in promotion or formation of our Company
Except for (a) Sameer Ashok Mehta, the Executive Director of our Company and (b) Aman Gupta the Non-
Executive Director (Additional) of our Company, none of our Directors have any interest in the promotion or
formation of our Company, as on the date of this Updated Draft Red Herring Prospectus – I.
For details on interest of our Promoters who are Directors, please see “Our Promoters and Promoter Group” on
page 263.
Changes in our Board during the last three years
The changes in our Board during the three years immediately preceding the date of this Updated Draft Red Herring
Prospectus – I are set forth below.
Name of Director Date of Change Reasons
Sameer Ashok Mehta July 5, 2022 Re-designated as Whole-time Director
Aman Gupta July 5, 2022 Re-designated as Whole-time Director
Vivek Gambhir July 5, 2022 Re-designated as Whole-time Director
Vivek Gambhir May 4, 2023 Re-designated as Non-Executive, Non-Independent
Director*
Sameer Ashok Mehta July 31, 2023 Resigned as Chairman.
Sameer Ashok Mehta September 29, 2025 Re-designated as Executive Director
Aman Gupta September 29, 2025 Re-designated as Non-Executive Director (Additional)
Note: This table does not include details of regularizations of additional Directors.
*Appointed as Chairman of the Board, pursuant to the resolution dated July 31, 2023, passed by the Board.
Borrowing Powers
Pursuant to our Articles of Association, our Board from time to time, at their discretion, is authorised to raise or
borrow or secure the payment of any sum or sum of money for the purpose of our Company’s business and may
secure the payment or repayment of such money by mortgage or charge upon the whole or any part of the assets
and property of our Company (present and future), including its uncalled and unpaid capital.
Corporate Governance
The provisions of the SEBI Listing Regulations with respect to corporate governance will be applicable to us
immediately upon the listing of the Equity Shares with the Stock Exchanges. We are in compliance with the
requirements of the applicable provisions of the SEBI Listing Regulations, and the Companies Act, in respect of
corporate governance including constitution of our Board and Committees thereof.
As on the date of this Updated Draft Red Herring Prospectus – I, our Board comprises eight Directors, comprising
one Executive Director, three Non-Executive Directors (other than Independent Directors) and four Independent
251Directors. Additionally, out of the four Independent Directors, one is an independent woman director. The
Chairman of our Board, Vivek Gambhir, is a Non-Executive Director.
In compliance with Section 152 of the Companies Act, not less than two-thirds of the Directors (excluding
Independent Directors) are liable to retire by rotation. Further, in terms of SEBI Listing Regulations, Deven
Pravinchandra Waghani has been appointed as Director on the board of Imagine Marketing Singapore Pte. Ltd.,
one of our Material Subsidiaries.
Committees of the Board
Details of the committees as on the date of this Updated Draft Red Herring Prospectus – I are set forth below. In
addition to the committees described below, our Board of Directors may, from time to time, constitute committees
of the Board for various functions.
Audit Committee
The members of the Audit Committee are:
Sr. No. Name of Director Committee Designation
1. Aashish Ramdas Kamat Chairperson
2. Anand Ramamoorthy Member
3. Anish Kumar Saraf Member
The Audit Committee was constituted pursuant to resolution passed by our Board dated January 18, 2022. The
scope and functions of the Audit Committee is in compliance with Section 177 of the Companies Act and
Regulation 18 of the SEBI Listing Regulations. The terms of reference of the Audit Committee include the
following:
(i) oversight of our Company’s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;
(ii) recommendation for appointment, remuneration and terms of appointment of auditors of including the
internal auditor, cost auditor and statutory auditor of our Company and the fixation of audit fee;
(iii) approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(iv) reviewing, with the management, the annual financial statements and auditor’s report thereon before
submission to the board for approval, with particular reference to:
1. matters required to be included in the director’s responsibility statement to be included in the
board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013;
2. changes, if any, in accounting policies and practices and reasons for the same;
3. major accounting entries involving estimates based on the exercise of judgment by
management;
4. significant adjustments made in the financial statements arising out of audit findings;
5. compliance with listing and other legal requirements relating to financial statements;
6. disclosure of any related party transactions; and
7. modified opinion(s) in the draft audit report.
(v) reviewing, with the management, the quarterly financial statements before submission to the board for
approval;
(vi) reviewing, 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 utilisation 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
252matter;
(vii) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
process;
(viii) approval or any subsequent modification of transactions of our Company with related parties and
omnibus approval for related party transactions proposed to be entered into by our Company;
(ix) reviewing, at least on a quarterly basis, the details of related party transactions entered into by our
Company pursuant to each of the omnibus approvals given;
(x) make necessary changes to the policy on materiality of related party transactions and on dealing with
related party transactions and guidelines, as may be required from time to time, as it may deem fit;
(xi) scrutiny of inter-corporate loans and investments;
(xii) valuation of undertakings or assets of our Company, wherever it is necessary;
(xiii) evaluation of internal financial controls and risk management systems;
(xiv) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;
(xv) 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;
(xvi) discussion with internal auditors of any significant findings and follow up there on;
(xvii) 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;
(xviii) discussion with statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern;
(xix) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
(xx) to review the functioning of the whistle blower mechanism;
(xxi) approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate;
(xxii) identification of list of key performance indicators and related disclosures in accordance with the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended, for the purpose of our Company’s proposed initial public offering;
(xxiii) carrying out any other function as is mentioned in the terms of reference of the audit committee or as
required as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the SEBI ICDR Regulations, each as amended and other applicable laws or by any
regulatory authority and performing such other functions as may be necessary or appropriate for the
performance of its duties;
(xxiv) reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding ₹100 crore or 10% of the asset size of the subsidiary, whichever is lower including
existing loans / advances / investments;
(xxv) consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on our Company and its shareholders;
(xxvi) monitoring the end use of funds raised through public offers and related matters;
(xxvii) reviewing compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading)
253Regulations, 2015 as amended and verifying that the systems for internal control are adequate and are
operating effectively;
(xxviii) carrying out any other functions and roles as provided under the Companies Act, the SEBI Listing
Regulations, SEBI ICDR Regulations, each as amended and other applicable laws or by any regulatory
authority and performing such other functions as may be necessary or appropriate for the performance
of its duties; and
(xxix) to carry out such other functions as may be specifically referred to the Audit Committee by the Board
and/or other committees of directors of our Company.
The Audit Committee shall mandatorily review the following information:
1. management discussion and analysis of financial condition and results of operations;
2. management letters / letters of internal control weaknesses issued by the statutory auditors;
3. internal audit reports relating to internal control weaknesses;
4. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject
to review by the audit committee.
5. statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of SEBI
Listing Regulations, as amended.
(b) annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of SEBI Listing Regulations,
as amended.
6. such information as may be prescribed under the Companies Act, and the rules thereunder, SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, each as amended; and
7. review the financial statements, in particular, the investments made by an 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 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 the Nomination and Remuneration Committee are:
Sr. No. Name of Director Committee Designation
1. Purvi Sheth Chairperson
2. Anand Ramamoorthy Member
3. Anish Kumar Saraf Member
The Nomination and Remuneration Committee was constituted pursuant to a resolution passed by our Board on
January 18, 2022. The scope and functions of the Nomination and Remuneration Committee are in compliance
with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations. The terms of reference
of the Nomination and Remuneration Committee include the following:
(i) formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the board of directors of our Company (the “Board” or “Board of
Directors”) a policy relating to the remuneration of the directors, key managerial personnel and other
employees (“Remuneration Policy”). The Nomination and Remuneration Committee, while
formulating the Remuneration Policy, should ensure that:
2541. the level and composition of remuneration be reasonable and sufficient to attract, retain and
motivate directors of the quality required to run our Company successfully;
2. relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
3. 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 our Company and its goals.
(ii) formulation of criteria for evaluation of performance of independent directors and the Board;
(iii) for every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an independent director. The
person recommended to the Board for appointment as an independent director shall have the capabilities
identified in such description. For the purpose of identifying suitable candidates, the Committee may:
1. use the services of an external agencies, if required;
2. consider candidates from a wide range of backgrounds, having due regard to diversity; and
3. consider the time commitments of the candidates.
(iv) devising a policy on Board diversity;
(v) identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their appointment
and removal and carrying out evaluation of every director’s performance (including independent
director);
(vi) 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;
(vii) recommend to the Board, all remuneration, in whatever form, payable to senior management;
(viii) perform such functions as are required to be performed by the compensation committee under the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021, as amended, if applicable; and including but not limited to the following:
1. administering share based employee benefit plans, such as ESOP 2019, MSOP 2021 and ESOP
2023 and other benefit plans that maybe adopted by our Company (“Plans”);
2. determining the eligibility of employees to participate under the Plans;
3. granting benefits to eligible employees and determining the date of grant;
4. determining the number of options/quantum of benefits to be granted to an employee and the
vesting conditions;
5. determining the exercise price under the Plans; and
6. construing and interpreting the Plans and any agreements defining the rights and obligations
of our Company and eligible employees under the Plans, and prescribing, amending and/or
rescinding rules and regulations relating to the administration of the Plans.
(ix) carrying out any other activities as may be delegated by the Board of Directors and functions required to
be carried out by the Nomination and Remuneration Committee as provided under the Companies Act,
2013, the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.
The Nomination and Remuneration Committee is required to meet at least once every financial year in accordance
with the SEBI Listing Regulations.
Stakeholders’ Relationship Committee
255The members of the Stakeholders’ Relationship Committee are:
Sr. No. Name of Director Committee Designation
1. Deven Pravinchandra Waghani Chairperson
2. Aman Gupta Member
3. Vivek Gambhir Member
The Stakeholders’ Relationship Committee was constituted by a resolution of our Board dated January 18, 2022.
The scope and functions of the Stakeholders’ Relationship Committee is in accordance with Section 178 of the
Companies Act and Regulation 20 of the SEBI Listing Regulations. The terms of reference of the Stakeholders’
Relationship Committee include the following:
(i) Resolving the grievances of the security holders of our 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;
(ii) Review of measures taken for effective exercise of voting rights by shareholders;
(iii) Review of adherence to the service standards adopted by our Company in respect of various services being
rendered by the Registrar & Share Transfer Agent;
(iv) Review of the various measures and initiatives taken by our Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the
shareholders of our Company; and
(v) Carrying out any other functions required to be carried out by the Stakeholders’ Relationship Committee as
contained in the Companies Act, 2013, SEBI Listing Regulations or any other applicable law, as and when
amended from time to time.
The Stakeholders’ Relationship Committee is required to meet at least once in a financial year in accordance with
the SEBI Listing Regulations.
Corporate Social Responsibility Committee
The members of the Corporate Social Responsibility Committee are:
S. No Name and designation Committee designation
1. A man Gupta Chairman
2. P urvi Sheth Member
3. V ivek Gambhir Member
The Corporate Social Responsibility Committee was constituted by a resolution of our Board dated January 18,
2022. The scope and functions of the Corporate Social Responsibility Committee are in compliance with Section
135 of the Companies Act 2013. The terms of reference of the Corporate Social Responsibility Committee include
the following:
(i) formulate and recommend to the Board, a “Corporate Social Responsibility Policy” which shall indicate the
activities to be undertaken by our Company as specified in Schedule VII of the Companies Act, 2013, as
amended;
(ii) recommend the amount of expenditure to be incurred on the activities referred to in clause (a);
(iii) to formulate and recommend to the Board, an annual action plan in pursuance to the Corporate Social
Responsibility Policy, which shall include the following, namely:
1. the list of Corporate Social Responsibility projects or programmes that are approved to be undertaken
in areas or subjects specified in the Schedule VII of the Companies Act, 2013;
2. the manner of execution of such projects or programmes as specified in Rule 4 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014;
3. the modalities of utilisation of funds and implementation schedules for the projects or programmes;
4. monitoring and reporting mechanism for the projects or programmes; and
2565. details of need and impact assessment, if any, for the projects undertaken by our company.
Provided that the Board may alter such plan at any time during the financial year, as per the recommendations
of the Corporate Social Responsibility Committee, based on the reasonable justification to that effect.
(iv) monitor the corporate social responsibility policy of our Company and its implementation from time to
time; and
(v) any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval
of the Board or as may be directed by the Board from time to time and/or as may be required under
Companies Act 2013 and other applicable law, as and when amended from time to time.
Risk Management Committee
The members of the Risk Management Committee are:
Sr. No. Name of Director Committee Designation
1. Aashish Ramdas Kamat Chairperson
2. Sameer Ashok Mehta Member
3. Vivek Gambhir Member
The Risk Management Committee was constituted by a resolution of our Board dated January 18, 2022. The scope
and functions of the Risk Management Committee are in accordance with Regulation 21 of the SEBI Listing
Regulations. The terms of reference of the Risk Management Committee include the following:
(i) to formulate a detailed risk management policy which shall include:
1. A framework for identification of internal and external risks specifically faced by the listed entity,
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.
2. Measures for risk mitigation including systems and processes for internal control of identified risks.
3. Business continuity plan.
(ii) to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate
risks associated with the business of our Company;
(iii) to monitor and oversee implementation of the risk management policy, including evaluating the
adequacy of risk management systems;
(iv) to periodically review the risk management policy, at least once in two years, including by considering
the changing industry dynamics and evolving complexity;
(v) to keep the board of directors informed about the nature and content of its discussions,
recommendations and actions to be taken;
(vi) the appointment, removal and terms of remuneration of the chief risk officer (if any) shall be subject to
review 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 of directors.
The Risk Management Committee is required to meet at least twice in a financial year in accordance with the
SEBI Listing Regulations.
257Management Organisation Structure
258259Key Managerial Personnel of our Company
In addition to Sameer Ashok Mehta, Executive Director, whose details are provided in “– Brief Profiles of our Directors” and
“ – Remuneration to our Directors - Remuneration to Sameer Ashok Mehta, Executive Director” above, the details of our other
Key Managerial Personnel as on the date of this Updated Draft Red Herring Prospectus – I are set forth below:
Gaurav Nayyar is the Chief Executive Officer of our Company. He is responsible for overall performance and growth of our
Company. He holds a bachelor’s degree in commerce (Honours) from University of Delhi. He is a qualified Chartered
Accountant with ICAI and has completed a post graduate programme in management from the Indian School of Business,
Hyderabad. Prior to joining our Company, he was associated with Bain & Company as a partner, B S R & Co and KPMG India
Private Limited. He is a recipient of the Economic Times 40 under 40 Award. He also serves as member of the executive
committee of Mobile and Electronics Devices Export Promotion Council. He has been associated with our Company since
October 1, 2022. During Financial Year 2025, he did not receive any remuneration by our Company.*
* He recived a remuneration of ₹ 24.63 million during Financial Year 2025 in his capacity as chief operating officer of our Company. For
details, see, “ - Changes in Key Managerial Personnel and Senior Management during the last three years” on page 261.
Rakesh Thakur is the Group Chief Financial Officer of our Company. He is responsible for overall finance functions of our
Company. He is a qualified Chartered Accountant with the ICAI. Prior to joining our Company, he was associated with
GlaxoSmithKline, Bangladesh Ltd, as head of finance (Consumer Healthcare), Samsung as senior manager, PepsiCo (India) as
senior officer and with Hindustan Unilever Ltd as general manager (Supply Chain Finance, India). He has been associated with
our Company since September 1, 2023. During Financial Year 2025, he received a remuneration of ₹ 14.41 million by our
Company.
Shreekant Jayram Sawant is the Company Secretary of our Company. He is responsible for corporate secretarial functions
of our Company. He holds a bachelor’s degree in commerce from University of Mumbai and a bachelor’s degree in law from
University of Mumbai. He is also a qualified Company Secretary with the ICSI. Prior to joining our Company, he was associated
with FSN E-Commerce Ventures Limited as senior manager, IL&FS Township & Urban Assets Limited as manager and 3i
Infotech Limited. He has been associated with our Company since April 1, 2024. During Financial Year 2025, he received a
remuneration of ₹ 2.53 million by our Company.
Senior Management of our Company
In addition to Gaurav Nayyar, Chief Executive Officer, Rakesh Thakur, the Group Chief Financial Officer and Shreekant
Jayram Sawant, the Company Secretary and Compliance Officer, whose details are provided in “ – Key Managerial Personnel
of Our Company” on page 260, the details of our other Senior Management as on the date of this Updated Draft Red Herring
Prospectus – I are set forth below:
Shyam Vedantam is the Chief Product Officer of our Company and is responsible for driving product strategy, product delivery
and technology innovation at our Company. He holds a bachelor’s degree in science from Osmania University and a certificate
in executive program in business management from Indian Institute of Management, Calcutta. Prior to joining our Company,
he was associated with Altiux Innovations as chief executive officer and director, founded Nuvos Advisory LLP and served as
a designated partner, and had leadership roles at Harman International (India) Private Limited, Keypoint Technologies India
Private Limited and GE India Exports Private Limited. He has been associated with our Company since June 27, 2022. During
Financial Year 2025, he received a remuneration of ₹ 14.35 million by our Company.
Shashwat Singh is the Chief Information Officer of our Company. He is responsible for information technology initiatives and
strategy of our Company. He holds a bachelor’s degree in technology (information and communication technology) from
Dhirubhai Ambani Institute of Information and Communication Technology and has a master’s degree in business
administration from Indian Institute of Technology, Kharagpur. Prior to joining our Company, he was associated with Hindustan
Unilever Limited as IT Lead (supply chain, South Asia), Kimberly-Clark India Private Limited as S/4 HANA technology lead,
Asian Paints Limited as senior manager (systems) and Infosys Technologies Limited as an associate consultant (enterprise
solutions). He has been associated with our Company since May 14, 2021. During Financial Year 2025, he received a
remuneration of ₹ 15.12 million by our Company.
Prejith Narayan is the Chief Business Officer of our Company. He is responsible for strategic direction, operations, and
partnerships of our Company. He holds bachelor’s degree in technology (electronics and communications engineering) from
National Institute of Technology, Calicut and holds a post graduate diploma in management from Indian Institute of
Management, Bangalore. Prior to joining our Company, he was associated with Amazon. He has been associated with our
Company since January 3, 2022. During Financial Year 2025, he received a remuneration of ₹ 14.95 million by our Company.
Jyosmita Chintey is the Chief Human Resources Officer of our Company. She is responsible for leading the Human Resource
function of our Company. She has passed bachelor’s of commerce, degree examination from Shri Ram College of Commerce,
University of Delhi and holds a master’s degree in business administration from Symbiosis Institute of Business Management,
260Pune. Prior to joining our Company, she was associated with Ernst & Young as director in the Consulting (people consulting
practice). She has been associated with our Company since January 5, 2024. During Financial Year 2025, she received a
remuneration of ₹ 7.01 million by our Company.
Rakshit Gupta is the Head of Customer Experience of our Company. He is responsible for customer experience management,
warranty management platform, and operational customer facing processes of our Company. He holds bachelor’s degree in
technology (production and industrial engineering) from Indian Institute of Technology, Delhi and has completed post graduate
diploma in management from Indian Institute of Management, Ahmedabad. Prior to joining our Company, he was associated
with Swiggy as director (operations strategy). He has been associated with our Company since December 6, 2021. During
Financial Year 2025, he received a remuneration of ₹ 13.06 million by our Company.
Pranjal Jain is the Head of Manufacturing and Supply Chain of our Company. He is responsible for strengthening the supply
chain and delivering high quality products of our Company. He holds a bachelor’s degree in technology (mechanical
engineering) from Indian Institute of Technology, Kanpur and has completed post graduate programme in management from
Indian School of Business, Hyderabad. Prior to joining our Company, he was associated with Bain & Company as partner. He
has been associated with our Company since July 1, 2024. During Financial Year 2025, he received a remuneration of ₹ 13.17
million by our Company.
Status of Key Managerial Personnel and Senior Management
All our Key Managerial Personnel and Senior Management are permanent employees of our Company.
Relationship between Key Managerial Personnel, Senior Management and Directors
None of our Key Managerial Personnel or Senior Management are related to each other or to the Directors of our Company.
Bonus or profit-sharing plan of the Key Managerial Personnel or Senior Management
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.
Shareholding of Key Managerial Personnel and Senior Management in our Company
Except as disclosed in “Capital Structure - Shareholding of our Directors, Key Managerial Personnel and Senior
Management” on page 110, none of our Key Managerial Personnel and Senior Management hold any Equity Shares in our
Company as on the date of this Updated Draft Red Herring Prospectus – I.
Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management
There is no contingent or deferred compensation accrued for financial year ended March 31, 2025, and payable to the Key
Managerial Personnel and Senior Management.
Arrangements and understanding 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
None of the Key Managerial Personnel or Senior Management of our Company has been appointed pursuant to any arrangement
or understanding with our major shareholders, customers, suppliers or others.
Service Contracts with Key Managerial Personnel and Senior Management
Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, no Key
Managerial Personnel or Senior Management has entered into a service contract with our Company pursuant to which they are
entitled to any benefits upon termination of their employment.
Interest of Key Managerial Personnel and Senior Management
None of our Key Managerial Personnel and Senior Management have any interests in our Company, other than to the extent of
(i) the remuneration or benefits to which they are entitled in accordance with the terms of their appointment or reimbursement
of expenses incurred by them during the ordinary course of business by our Company; (ii) the Equity Shares and employee
stock options held by or on behalf of them, if any, and any dividend payable to them and other benefits/ distributions arising
out of such shareholding. For details, see “Capital Structure - Shareholding of our Directors, Key Managerial Personnel and
Senior Management” on page 110.
Changes in Key Managerial Personnel and Senior Management during the last three years
261Other than as disclosed in “Our Management - Changes in our Board during the last three years” on page 251, the changes in
our Key Managerial Personnel and Senior Management in the preceding three years are as follows:
Name Date of change Reason
Gaurav Nayyar September 29, 2025 Appointed as Chief Executive Officer
Aman Gupta September 29, 2025 Resigned as Chief Marketing Officer
Sameer Ashok Mehta September 29, 2025 Resigned as Chief Executive Officer, re-designated as Executive Director
Shyam Vedantam August 1, 2025 Re-designated as Chief Product Officer
Shreekant Jayram Sawant March 31, 2025 Appointed as Compliance Officer
Prashant Kamal November 11, 2024 Resigned as Head India Manufacturing & Supply Chain
Pranjal Jain July 1, 2024 Appointed as Head of Manufacturing & Supply Chain
Shreekant Jayram Sawant April 11, 2024 Appointed as Company Secretary
Jyosmita Chintey January 5, 2024 Appointed as Chief Human Resource Officer
Rakesh Thakur December 12, 2023 Appointed as Group Chief Financial Officer
Ankur Sharma December 12, 2023 Resigned as Group Chief Financial Officer
Mukesh Ranga October 13, 2023 Resigned as Company Secretary and Compliance Officer
Sameer Ashok Mehta May 4, 2023 Re-designated as Whole-time Director and Chief Executive Officer
Vivek Gambhir March 15, 2023 Resigned as Chief Executive Officer
Payment or Benefit to Key Managerial Personnel and Senior Management of our Company
No 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 Updated Draft Red Herring Prospectus – I or is intended to be
paid or given, other than in the ordinary course of their employment other than the employee stock options given to our Key
Managerial Personnel or Senior Management as disclosed in “Capital Structure - Shareholding of our Directors, Key
Managerial Personnel and Senior Management” on page 110 or for services rendered as officers of our Company. For details
of the related party transactions, see “Restated Consolidated Financial Information – Note No. 37” on page 235.
Employee Stock Option and Stock Purchase Schemes
For details of the employee stock option scheme of our Company, see “Capital Structure - Employee Stock Option Scheme”
on page 113.
262OUR PROMOTERS AND PROMOTER GROUP
The Promoters of our Company are Sameer Ashok Mehta, Aman Gupta and South Lake Investment Ltd.
As on the date of this Updated Draft Red Herring Prospectus – I, our Promoters hold, in aggregate, 95,230,000 Equity Shares
having face value of ₹1 each which constitute 99.05% of the issued, subscribed and paid-up equity share capital of our Company
and 5,341,739 Preference Shares (comprising of 15,507 Series B CCPS having face value of ₹ 6,000 each and 5,326,232 Series
C CCPS having face value of ₹ 3 each) which constitutes 74.35% of the issued, subscribed and paid-up Preference Shares of
our Company.
Further, as on the date of this Updated Draft Red Herring Prospectus – I, the aggregate shareholding of our Promoters constitutes
88.86% of the pre-Offer equity share capital of our Company on a fully diluted basis which assumes (a) conversion of all
outstanding 7,185,060 Preference Shares of our Company into a maximum of 53,952,251 Equity Shares of face value of ₹1
each, and (b) exercise of all outstanding options that are vested as on the date of this Updated Draft Red Herring Prospectus –
I, under the ESOP Schemes.
For details of the build-up of the shareholding of our Promoters in our Company, see “Capital Structure – Notes to Capital
Structure - History of share capital build-up of Promoters and Selling Shareholders, Minimum Promoter’s Contribution and
lock-in requirements - Equity share capital build-up of our Promoters (also the Promoter Selling Shareholders)”, “Capital
Structure – Notes to Capital Structure - History of share capital build-up of Promoters and Selling Shareholders, Minimum
Promoter’s Contribution and lock-in requirements – Investor Selling Shareholders” and “Capital Structure – Notes to Capital
Structure - History of share capital build-up of Promoters, Promoter Group and Selling Shareholders, Minimum Promoter’s
Contribution and lock-in requirements - Preference share capital build-up of the Investor Selling Shareholders” on pages 100,
102 and 103.
Details of our Individual Promoters
Sameer Ashok Mehta
Sameer Ashok Mehta, aged 48 years, is a citizen of India. He resides at 2301/A,
Omkar 1973, Pandurang Budhkar Marg, Near Shanti Mandir, Neelam Center,
Worli, Mumbai, Mumbai City - 400 030, Maharashtra, India. He is the Executive
Director of our Company. For details of his date of birth, educational qualifications,
professional experience, experience in the business of our Company,
positions/posts held in the past and other directorships, other ventures, special
achievements, financial, business, and other activities, see “Our Management –
Our Board” and “Our Management - Brief Biographies of Directors” on pages 244
and 247.
His PAN number is AFWPM8893C.
Aman Gupta
Aman Gupta, aged 44 years, is a citizen of India. He resides at R-21, Hauz Khas,
South Delhi, Delhi - 110 016, India. He is the Non-Executive Director (Additional)
of our Company. For details of his date of birth, educational qualifications,
professional experience, experience in the business of our Company,
positions/posts held in the past and other directorships, other ventures, special
achievements, financial, business, and other activities, see “Our Management –
Our Board” and “Our Management - Brief Biographies of Directors” on pages 244
and 247.
His PAN number is ADQPG0730Q
Our Company confirms that the respective PAN numbers, driving license number, Aadhaar card numbers, bank account
numbers and the passport numbers, as applicable of each of our Individual Promoters, have been submitted to the Stock
Exchanges at the time of filing of the Pre-filed Draft Red Herring Prospectus.
Details of our Corporate Promoter
South Lake Investment Ltd
South Lake Investment Ltd is incorporated as a private company limited by shares, under the laws of Republic of Mauritius on
263November 13, 2019. The registered office of South Lake Investment Ltd is located at c/o Warburg Pincus Asia Ltd, 8th Floor,
Newton Tower, Sir William Newton Street, Port Louis, Mauritius.
The principal activity of South Lake Investment Ltd is that of investment holding and it is permitted to carry out investment
activities under the provisions of the Republic of Mauritius’ Financial Services Act 2007.
South Lake Investment Ltd has not changed its activities from the date of its incorporation.
Shareholding pattern of South Lake
As on the date of this Updated Draft Red Herring Prospectus – I, the shares or debt securities of South Lake Investment Ltd are
not listed on any stock exchange in any jurisdiction. As of the date of this Updated Draft Red Herring Prospectus – I, the
shareholding pattern of South Lake Investment Ltd is as follows:
Name of the shareholder No. of shares held Shareholding (%)
WP GG Investment Ltd 146,380,000 100.00
No natural person is the owner of or entitled to more than 10% of shares or capital or profits of South Lake Investment Ltd.
Further, no natural person has been declared / disclosed as a person in control / person having significant beneficial interest or
as a promoter of South Lake Investment Ltd in any jurisdiction.
Board of directors:
As of the date of this Updated Draft Red Herring Prospectus – I, the board of directors of South Lake Investment Ltd comprise
of the following:
S. No. Name of the director Designation of the director
1. Tara O’Neill Director
2. Sharmila Baichoo Director
3. Uday Kumar Gujadhur Director
4. Steven G. Glenn Director
5. Rehma Devi Narveena Imrith Director
South Lake Investment Ltd has a functional board of experienced directors. The board of directors of South Lake Investment
Ltd meets at regular intervals and takes all key decisions related to the investment decisions by South Lake Investment Ltd.
Change in control of South Lake Investment Ltd
There has been no change in control of South Lake Investment Ltd in the last three years preceding the date of this Updated
Draft Red Herring Prospectus – I.
Details of promoter of South Lakes
The promoter of South Lake Investment Ltd is WP GG Investment Ltd.
Corporate Information of WP GG Investment Ltd
WP GG Investment Ltd is incorporated as a private company under the laws of the Cayman Islands on June 11, 2020. The
registered office of WP GG Investment Ltd is located at 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008. Cayman
Islands. WP GG Investment Ltd is owned by certain private equity funds which are managed and/or advised by Warburg Pincus
LLC, a New York based limited liability company and part of the Warburg Pincus Group. Warburg Pincus LLC is registered
with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of
1940. The investment activities of Warburg Pincus LLC are subject to certain rules and regulations of the SEC and other
regulatory authorities.
As on the date of this Updated Draft Red Herring Prospectus – I, no natural person holds 15% or more voting rights in WP GG
Investment Ltd on an aggregate basis who can be identified as a promoter.
Shareholding pattern of WP GG Investment Ltd
As of the date of this Updated Draft Red Herring Prospectus – I, the shareholding pattern of WP GG Investment Ltd is as
follows:
S. No. Name of the shareholder Percentage of shareholding (%)
1. Warburg Pincus (Callisto) Global Growth (Cayman), L.P. 27.82%
264S. No. Name of the shareholder Percentage of shareholding (%)
2. Warburg Pincus (Europa) Global Growth (Cayman), L.P. 26.95%
3. Warburg Pincus Global Growth-B (Cayman), L.P. 19.52%
4. Warburg Pincus Global Growth-E (Cayman), L.P. 16.67%
5. WP Global Growth Partners (Cayman), L.P. 2.39%
6. Warburg Pincus Global Growth Partners (Cayman), L.P. 6.66%
As on the date of this Updated Draft Red Herring Prospectus – I, none of the entities above are listed in any jurisdiction.
Board of directors of WP GG Investment Ltd
As of the date of this Updated Draft Red Herring Prospectus – I, the board of directors of WP GG Investment Ltd comprise of
the following:
S. No. Name of the director Designation of the director
1. Tara O’Neill Director
2. Steven Glenn Director
3. David Sreter Director
Our Company confirms that the permanent account number, bank account number and company registration number of South
Lake Investment Ltd, along with the address of the registrar of companies where South Lake Investment Ltd is registered, have
been submitted to the Stock Exchanges at the time of filing of the Pre-filed Draft Red Herring Prospectus.
Change of control of our Company
Sameer Ashok Mehta and Aman Gupta are the original promoters of our Company. South Lake Investment Ltd is not an original
promoter of our Company and has acquired control of our Company in the five years immediately preceding the date of this
Updated Draft Red Herring Prospectus – I.
South Lake Investment Ltd had initially received 3,348 equity shares of face value of ₹10 each our Company by way of transfer
from each of Sameer Ashok Mehta and Aman Gupta and 2,559 Series A CCPS from Milestone Trusteeship Services Private
Limited, Trustee on behalf of Fireside Ventures Investment Fund – I (Scheme of Fireside Ventures Investment Trust) on January
5, 2021. Subsequently, it acquired 2,559 Equity Shares of face value of ₹10 each of our Company on May 13, 2021, pursuant
to conversion of Series A CCPS into equity shares at a conversion ratio of 1:1. On May 26, 2021, it acquired 1,841,745 equity
shares of face value of ₹10 each pursuant to bonus issue in the ratio of 1:199. Pursuant to sub-division of equity shares of face
value of ₹10 per equity share to face value of ₹1 per Equity Share, 1,841,745 equity shares of face value of ₹10 each held by
South Lake Investment Ltd were sub-divided into 18,417,450 Equity Shares of face value of ₹1 each.
Further, on January 5, 2021, South Lake Investment Ltd acquired (i) 15,507 Series B CCPS of face value of ₹6,000 each
pursuant to private placement and (ii) on December 2, 2022, 5,326,232 Series C CCPS of face value of ₹3 each pursuant to
private placement. For details in respect of the allotments and transfers of Equity Shares and Preferences Shares our Company,
see “Capital Structure – Notes to Capital Structure - History of share capital build-up of Promoters and Selling Shareholders,
Minimum Promoter’s Contribution and lock-in requirements - Equity share capital build-up of our Promoters (also the
Promoter Selling Shareholders)”, “Capital Structure – Notes to Capital Structure - History of share capital build-up of
Promoters and Selling Shareholders, Minimum Promoter’s Contribution and lock-in requirements – Investor Selling
Shareholders” and “Capital Structure – Notes to Capital Structure - History of share capital build-up of Promoters, Promoter
Group and Selling Shareholders, Minimum Promoter’s Contribution and lock-in requirements - Preference share capital build-
up of the Investor Selling Shareholders” on pages 100, 102 and 103.
Interests of our Promoters
Our Promoters are interested in our Company to the extent they are the Promoters of our Company and to the extent of their
respective shareholding in our Company, if any. For details shareholding of our Promoters in our Company, see “Capital
Structure – Notes to Capital Structure – Shareholding of our Promoters and the members of the Promoter Group” on page 107.
Additionally, Sameer Ashok Mehta may be interested in transactions entered into by our Company with other entities (i) in
which he holds shares, or (ii) controlled by him. For further details, see “Restated Consolidated Financial Information - Note
37” on page 325.
Our Promoters have no interest in any property acquired by our Company during the three years preceding the date of this
Updated Draft Red Herring Prospectus – I, or proposed to be acquired by our Company as on the date of this Updated Draft
Red Herring Prospectus – I, or in any transaction by our Company for acquisition of land, construction of building or supply of
machinery etc.
No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters are interested
265in cash or shares or otherwise by any person, either to induce any of our Promoters to become, or qualify them as a director, or
otherwise, for services rendered by such Promoter(s) or by such firm or company in connection with the promotion or formation
of our Company.
Our Promoters do not have any interest in any venture that is involved in any activities similar to those conducted by our
Company.
Our Promoters are not interested as a member in any firm or company which has any interest in our Company.
None of our Promoters and Promoter Group have any conflict of interest with the lessors of immovable properties of our
Company which are crucial for the operations of our Company. Further, none of our Promoters and Promoter Group have any
conflict of interest with the suppliers of raw materials and third-party service providers of our Company (which are crucial for
operations of our Company).
Payment of benefits to our Promoters or the members of the Promoter Group
Except as disclosed in “Our Management - Terms of appointment of our Directors”, “- Interests of our Promoters” and
“Restated Consolidated Financial Information – Note No. 37” on pages 248, 265 and 325 respectively, no benefit or amount
has been given or paid to our Promoters or members of the Promoter Group within the two years immediately preceding the
date of filing this Updated Draft Red Herring Prospectus – I or is intended to be paid or given to our Promoters or members of
the Promoter Group as on the date of this Updated Draft Red Herring Prospectus – I.
Material guarantees given by our Promoters to third parties with respect to Equity Shares
Our Promoters have not given any material guarantee to any third party with respect to the Equity Shares or Preference Shares
of our Company as on the date of this Updated Draft Red Herring Prospectus – I.
Companies or firms with which our Promoters have disassociated in the last three years
As on the date of this Updated Draft Red Herring Prospectus – I, none of our Promoters have disassociated themselves from
any company or firm during the last three years preceding the date of this Updated Draft Red Herring Prospectus – I.
Promoter Group
As on the date of this Updated Draft Red Herring Prospectus – I, the following is the list of persons and entities constituting the
Promoter Group of our Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, in addition to our Promoters:
Natural persons forming part of the Promoter Group
As on the date of this Updated Draft Red Herring Prospectus – I, the natural persons (in addition to our Individual Promoters)
forming a part of the Promoter Group are as follows:
Name of the Individual Promoter Name of the Promoter Group member Relationship with Promoter
Sameer Ashok Mehta Rajni Ashok Mehta Mother
Nandini Thirani Mehta Spouse
Sachin Ashok Mehta Brother
Kabir Sameer Mehta Son
Anand Kumar Thirani Spouse’s Father
Rekha Anand Thirani Spouse’s Mother
Neha Thirani Bagri Spouse’ Sister
Aman Gupta Jyoti Gupta Mother
Neeraj Kumar Gupta Father
Priya Gupta Spouse
Adaa Gupta Daughter
Miraya Gupta Daughter
Anmol Kumar Gupta Brother
Satyavir Singh Spouse’s Father
Beena Dagar Spouse’s Mother
Luckshya Dagar Spouse’s Brother
Charu Smita Spouse’s Sister
Entities forming part of the Promoter Group
As on the date of this Updated Draft Red Herring Prospectus – I, the entities forming a part of our Promoter Group are as
follows:
266Name of the Promoter Name of the Promoter Group member
Sameer Ashok Mehta A & N Enterprises
Adappt Intelligence Private Limited
Arraystorm Lighting Private Limited
Art Enterprises
Aum High Power Plating and Equipments LLP
Cast Tech Private Limited
Casttech Allied Private Limited
Infiniti Holidays
Infinity Associates
JK Gypsum Private Limited
Kores (India) Limited
Kores International Private Limited
New Novelty Gift Centre
Quality Inks Private Limited
Redwood Interactive
Shashi Tradewell Private Limited
Shri Amarsinhji Stationery Industries Limited
Solar Packaging Private Limited
Stuti Tourism Private Limited
Triocast Technologies Private Limited
Vishvakirti Consultancy LLP
Aman Gupta Advanced Telemedia Private Limited
Artisanal Trails Private Limited
Dreamcatcher Trust
MAAP Marketing LLP
Mezora Consumers Private Limited
VentureSailthrough LLP
South Lake Investment Ltd WP GG Investment Ltd
267DIVIDEND POLICY
The declaration and payment of dividends on our Equity Shares, if any, will be recommended by our Board to the Shareholders
for their approval, at their discretion, subject to compliance with the provisions of the Articles of Association, Companies Act,
including the rules made thereunder and other relevant regulations, if any, each as amended. Further our Board shall also have
the absolute power to declare interim dividend in compliance with the Act. The dividend distribution policy of our Company
was approved and adopted by our Board on March 31, 2025 (“Dividend Policy”).
In terms of the Dividend Policy, the declaration and payment of dividend will depend on a number of internal and external
factors. Some of the internal factors on the basis of which our Company may declare dividend shall inter alia include profits of
our Company; present and future capital expenditure plans of our Company including organic / inorganic growth opportunities;
financial commitments with respect to the outstanding borrowings and interest thereon; financial requirement for business
expansion and/or diversification, acquisition etc of new businesses; past dividend trend of our Company and the industry; any
other significant developments or corporate action (including but not limited to bonus issue, buy back of shares etc.) as may be
deemed fit by the Board. Some of the external factors on the basis of which our Company may declare dividend shall inter alia
include any significant changes in state of economy and capital markets, applicable taxes including dividend distribution tax,
introduction of changes in existing tax or regulatory requirements having significant impact on our Company’s operations or
finances and any other relevant or material factor(s) as may be deemed fit by the Board.
Our Company has not declared and paid any dividend on its Equity Shares during the financial year ended March 31, 2025,
March 31, 2024, and March 31, 2024, and the three-months period ended June 30, 2025, and June 30, 2024, and the period
from July 1, 2025, until the date of this Updated Draft Red Herring Prospectus – I.
There is no guarantee that any dividends will be declared or paid in the future. There is no guarantee that any dividends will be
declared or paid in the future. For details in relation to risks involved in this regard, see “Risk Factors – Our ability to pay
dividends in the future may depend upon our future revenues, profits, financial condition, cash flows, working capital
requirements, capital expenditures and restrictive covenants in our financing arrangements” on page 57.
268SECTION V: FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL INFORMATION
(The remainder of this page has been left intentionally blank)
269INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED CONSOLIDATED FINANCIAL
INFORMATION
The Board of Directors
Imagine Marketing Limited
Unit no. 204 & 205, 2nd floor,
D-wing & E-wing,
Corporate Avenue,
Andheri Ghatkopar Link Road,
Mumbai 400 093
Dear Sirs,
1. We, B S R & Co. LLP, Chartered Accountants have examined the attached restated consolidated financial information
of Imagine Marketing Limited (the “Company” or the “Issuer”) and its subsidiaries (the Company and its subsidiaries
together referred to as the “Group”), its associate / associates and its joint venture, comprising the restated consolidated
statement of assets and liabilities as at 30 June 2025, 30 June 2024, 31 March 2025, 31 March 2024 and 31 March 2023,
the restated consolidated statements of profit and loss (including other comprehensive income), the restated consolidated
statement of changes in equity, the restated consolidated statement of cash flows for the three months periods ended 30
June 2025 and 30 June 2024 and for the years ended 31 March 2025, 31 March 2024 and 31 March 2023, the material
accounting policies, and other explanatory information and notes (collectively, the “Restated Consolidated Financial
Information”), as approved by the Board of Directors of the Company at their meeting held on 17 October 2025 for the
purpose of inclusion in the Updated Draft Red Herring Prospectus – I (“UDRHP-I”) prepared by the Company in
connection with its proposed initial public offer of equity shares (“IPO”) prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the “Act”);
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended (“ICDR Regulations”); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (“ICAI”) (the “Guidance Note”).
2. The Company’s Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information
for the purpose of inclusion in the UDRHP – I to be filed with Securities and Exchange Board of India, BSE Limited
(“BSE”) and National Stock Exchange of India Limited (“NSE”, together with BSE referred to “Stock Exchanges”) in
connection with the proposed IPO. The Restated Consolidated Financial Information have been prepared by the
management of the Company on the basis of preparation stated in note 2A to the Restated Consolidated Financial
Information. The responsibility of respective Board of Directors of the companies included in the Group, its associate
/ associates and its joint venture includes designing, implementing and maintaining adequate internal control relevant
to the preparation and presentation of the Restated Consolidated Financial Information. The respective Board of
Directors are also responsible for identifying and ensuring that the Group, its associate / associates and its joint venture
complies with the Act, ICDR Regulations and the Guidance Note.
3. We have examined such Restated Consolidated Financial Information taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement
letter dated 31 March 2025 as amended vide addendum to the engagement letter dated 22 July 2025 in connection
with the proposed IPO of equity shares of the Company;
b) The Guidance Note. The Guidance Note also requires that we comply with the ethical requirements of the Code
of Ethics issued by the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated Consolidated Financial Information; and
d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist
you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the
Guidance Note in connection with the proposed IPO.
4. These Restated Consolidated Financial Information have been compiled by the management from:
a) Audited consolidated interim financial statements of the Group and its joint venture as at and for the three months
period ended 30 June 2025 prepared, in all material respects, in accordance with Indian Accounting Standard 34
“Interim Financial Reporting” (Ind AS 34) as specified under Section 133 of the Act and other accounting principles
270generally accepted in India, which have been approved by the Board of Directors at their meeting held on 17 October
2025;
b) Audited special purpose consolidated interim financial statements of the Group, its associate and its joint venture as at
and for the three months period ended 30 June 2024 prepared, in all material respects, in accordance with the basis of
preparation described in note 2.1B to the special purpose consolidated interim financial statements, which have been
approved by the Board of Directors at their meeting held on 17 October 2025; and
c) Audited consolidated financial statements of the Group, its associate / associates and its joint venture as at and for the
years ended 31 March 2025, 31 March 2024 and 31 March 2023 prepared in accordance with Indian Accounting
Standards (“Ind AS”) as specified under Section 133 of the Act read with Companies (Indian Accounting Standards)
Rules 2015, as amended and other accounting principles generally accepted in India, which have been approved by the
Board of Directors at their meetings held on 17 June 2025, 13 August 2024 and 22 September 2023, respectively.
5. For the purpose of our examination, we have relied on:
a. Auditor’s report issued by us dated 17 October 2025 on the consolidated interim financial statements of the Group
and its joint venture as at and for the three months period ended 30 June 2025 as referred in Paragraph 4 (a) above.
The auditor’s report on the consolidated interim financial statements of the Group and its joint venture as at and
for the three months period ended 30 June 2025 included the following Emphasis of Matter paragraph (as referred in
Part C of Annexure VII of the Restated Consolidated Financial Information).
Emphasis of Matter:
We draw attention to Note 51 to the consolidated interim financial statements which more fully explains the effect of
the prior period errors pertaining to measurement of certain assets in the consolidated financial statements for the
years ended 31 March 2025 and 31 March 2024. As explained in the said note, management has restated the carrying
values of those assets and equity as at 31 March 2025 and 31 March 2024 in accordance with the requirements of
applicable Ind ASs.
b. Auditor’s report issued by us dated 17 October 2025 on the special purpose consolidated interim financial statements
of the Group, its associate and its joint venture as at and for the three months period ended 30 June 2024 as referred
in Paragraph 4 (b) above. The auditor’s report on the special purpose consolidated interim financial statements of
the Group, its associate and its joint venture as at and for the three months period ended 30 June 2024 included the
following Emphasis of Matter paragraph (as referred in Part C of Annexure VII of the Restated Consolidated Financial
Information).
Emphasis of Matter:
We draw attention to Note 49 to the special purpose consolidated interim financial statements which more fully
explains the effect of the prior period errors pertaining to measurement of certain assets in the consolidated financial
statements for the year ended 31 March 2024. As explained in the said note, management has restated the carrying
values of those assets and equity as at 31 March 2024 in accordance with the requirements of applicable Ind ASs.
c. Auditor’s reports issued by us dated 17 June 2025, 13 August 2024 and 22 September 2023 on the consolidated
financial statements of the Group, its associate / associates and its joint venture as at and for the years ended 31
March 2025, 31 March 2024 and 31 March 2023, respectively as referred in Paragraph 4 (c) above. The auditor’s
report on the Consolidated financial statements of the Group, its associate and its joint venture as at and for the
year ended 31 March 2025 included the following Emphasis of Matter paragraph (as referred in Part C of Annexure
VII of the Restated Consolidated Financial Information).
Emphasis of Matter:
We draw attention to Note 51 of the Consolidated Financial Statements, which details prior period errors related to
classification and disclosure for the year ended 31 March 2024. As stated, the comparative information has been
restated in line with applicable Ind AS requirements.
6. As indicated in our Auditor’s reports referred above:
a) we did not audit the financial statements of four subsidiaries included in the Group and its joint venture, as of and for
the three months period ended 30 June 2025 and four subsidiaries included in the Group and its associate/associates
and its joint venture, as of and for the three months period ended 30 June 2024 and as of and for the years ended 31
March 2025, 31 March 2024 and 31 March 2023, whose financial statements reflect total assets (before consolidation
adjustments), total revenues (before consolidation adjustments) and net cash outflows (before consolidation
adjustments) included in the consolidated interim financial statements, special purpose consolidated interim financial
statements and consolidated financial statements for the relevant periods / years as tabulated below. Further, we did
not audit the financial statements of one joint venture included in the Group and its joint venture, as of and for the three
271months period ended 30 June 2025 and one joint venture included in the Group and its associate/associates and its
joint venture, as of and for the three months period ended 30 June 2024 and as of and for the years ended
31 March 2025, 31 March 2024 and 31 March 2023 and one associate included in the Group and its associate/
associates and its joint venture, as of and for the years ended 31 March 2024 and 31 March 2023 whose financial
statements reflect the consolidated entities share of profits/(losses) as tabulated below. These financial statements have
been audited by other auditors (details furnished in Annexure A) whose reports have been furnished to us by the
Company’s management and our opinion on the consolidated interim financial statements, special purpose
consolidated interim financial statements and consolidated financial statements as at and for the three months period
ended 30 June 2025 and 30 June 2024 and as at and for the years ended 31 March 2025, 31 March 2024 and 31 March
2023 in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, associate and joint
venture, is based solely on the reports of the other auditors.
(Rs in million)
Particulars As at and for the As at and for As at and for As at and for As at and for
three months the three the year ended the year the year
period ended 30 months period 31 March 2025 ended 31 ended 31
June 2025 ended 30 June March 2024 March 2023
2024
Total assets (before 3,408.69 3,337.23 3,417.07 3,342.78 3,508.23
consolidation adjustments)
Total revenue (before 101.37 50.60 464.36 663.89 2,105.00
consolidation adjustments)
Net cash outflows (before 12.59 10.48 16.72 9.56 239.81
consolidation adjustments)
(Rs in million)
Particulars As at and for As at and for As at and for As at and for As at and
the three the three the year ended the year for the
months period months period 31 March 2025 ended 31 year ended
ended 30 June ended 30 June March 2024 31 March
2025 2024 2023
Group’s share of net profit/(loss) (and 27.54 28.43 92.39 19.91 (48.22)
other comprehensive income) in its
associate and its joint venture
Our opinion on the consolidated interim financial statements, special purpose consolidated interim financial statements
and consolidated financial statements is not modified in respect of these matters.
b) the financial statements of two subsidiaries included in the Group and its joint venture, as of and for the three months
period ended 30 June 2025 and two subsidiaries included in the Group and its associate and its joint venture, as of and
for the three months period ended 30 June 2024, whose financial statements reflect total assets (before consolidation
adjustments), total revenues (before consolidation adjustments) and net cash inflows/ (outflows) (before consolidation
adjustments) included in the consolidated interim financial statements and special purpose consolidated interim
financial statements for the relevant periods as tabulated below, have not been audited by either by us or by other
auditors (details furnished in Annexure B). Further, an associate included in the Group and its associate / associates
and its joint venture, as of and for the three months periods ended 30 June 2024 and as of and for the years ended 31
March 2025 and 31 March 2023, whose financial statements reflect the consolidated entities share of net loss (and
other comprehensive income) included in the special purpose consolidated interim financial statements and
consolidated financial statements for the relevant period / years as tabulated below, have not been audited by either
by us or by other auditors (details furnished in Annexure B). This unaudited financial information has been furnished
to us by the management and our opinion on the consolidated interim financial statements, special purpose consolidated
interim financial statements and consolidated financial statements as at and for the three months periods ended 30 June
2025 and 30 June 2024 and as at and for the years ended 31 March 2025 and 31 March 2023, in so far as it relates to
the amounts and disclosures included in respect of these subsidiaries and associate, is based solely on such unaudited
financial information. In our opinion and according to the information and explanations given to us by the management,
these financial statements are not material to the Group.
(Rs in million)
Particulars As at and for the As at and for
three months the three
period ended 30 months period
June 2025 ended 30 June
2024
272Total assets (before consolidation adjustments) 316.09 323.04
Total revenue (before consolidation adjustments) 0.02 0.03
Net cash inflows/ (outflows) (before consolidation adjustments) 301.55 (0.29)
(Rs in million)
Particulars For the three months For the year ended For the year ended
period ended 30 June 2024 31 March 2025 31 March 2023
Group’s share of net loss (and other 5.60 6.01 Nil
comprehensive income) in its
associate
Our opinion on the consolidated interim financial statements, special purpose consolidated interim financial statements
and consolidated financial statements is not modified in respect of these matters.
The other auditors of the subsidiaries i.e Imagine Marketing Singapore Pte Ltd. and Kaha Singapore Pte. Ltd., have
examined the restated separate / consolidated financial information and have confirmed that the restated separate /
consolidated financial information:
a. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and
regrouping/reclassifications retrospectively in the financial years ended 31 March 2025, 31 March 2024 and 31
March 2023 and three months period ended 30 June 2024 to reflect the same accounting treatment as per the
accounting policies and grouping/classifications followed as at and for the three months period ended 30 June
2025;
b. does not contain any modification requiring adjustments; and
c. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
7. Based on our examination and according to the information and explanations given to us and also as per the reliance placed
on the audit reports and examination reports submitted by the other auditors of Imagine Marketing Singapore Pte Ltd. and
Kaha Singapore Pte. Ltd. for the respective periods/years, we report that the Restated Consolidated Financial Information:
a. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and
regrouping/reclassifications retrospectively in the financial years ended 31 March 2025, 31 March 2024 and 31 March
2023 and three months period ended 30 June 2024 to reflect the same accounting treatment as per the accounting
policies and grouping/classifications followed as at and for the three months period ended 30 June 2025;
b. does not contain any modification requiring adjustments. Moreover, matters in the Auditor’s report, which do not
require any corrective adjustments in the Restated Consolidated Financial Information have been disclosed in
Part C of Annexure VII of the Restated Consolidated Financial Information.
c. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
8. We have not audited any financial statements of the Group and its joint venture as of any date or for any period subsequent
to 30 June 2025. Accordingly, we express no opinion on the financial position, results of operations, cash flows and
statement of changes in equity of the Group and its joint venture as of any date or for any period subsequent to 30 June
2025.
9. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the
respective dates of the reports on the consolidated interim financial statements, special purpose consolidated interim
financial statements and consolidated financial statements mentioned in paragraph 4 above.
10. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by
us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.
11. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
12. Our report is intended solely for use of the Board of Directors for inclusion in the UDRHP-I to be filed with Securities
and Exchange Board of India and Stock Exchanges in connection with the proposed IPO. Our report should not be used,
referred to, or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not
accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is
shown or into whose hands it may come without our prior consent in writing.
273For B S R & Co. LLP
Chartered Accountants
Firm’s Registration Number - 101248W/W-100022
Amar Sunder
Partner
Place: Mumbai
Membership Number: 078305
UDIN: 25078305BMKYKN9649
Date: 17 October 2025
274Annexure A
List of subsidiaries, associate and joint venture audited by other auditors
Year/ period ended Relation Name of the auditor
For the years ended 31 March 2025, 31 March
2024 and 31 March 2023 and for the three months
periods ended 30 June 2025 and 30 June 2024
Kaha Technologies Private Limited (w.e.f. 2 February Subsidiary M.L. Garg & Co.
2022)
Imagine Marketing Singapore Pte Ltd (w.e.f. 29 Subsidiary Trust Audit PAC (formerly
November 2021) known as Stamford Assurance
PAC)
Kaha PTE Limited (w.e.f. 10 February 2022) Subsidiary Trust Audit PAC (formerly
known as Stamford Assurance
PAC)
Kaha Technology (Shenzhen) Co. Limited (w.e.f. 10 Subsidiary Trust Audit PAC (formerly
February 2022) known as Stamford Assurance
PAC)
Califonix Tech and Manufacturing Private Limited Joint Venture S.N. Dhawan & Co LLP
(w.e.f. 27 April 2022)
For the years ended 31 March 2024 and 31 March
2023
Kimirica Lifestyle Private Limited (w.e.f. 23 Associate Prakash S. Jain & Co.
February 2022 and up to 15 January 2025)
275Annexure B
List of unaudited subsidiaries and associate
Year / period ended Relation
For the three months periods ended 30 June 2025 and 30 June 2024
Dive Marketing Private Limited Subsidiary
HOB Ventures Private Limited Subsidiary
For the year ended 31 March 2025 and for the three months period ended
30 June 2024
Kimirica Lifestyle Private Limited (w.e.f. 23 February 2022 and up to 15 Associate
January 2025)
For the year ended 31 March 2023
Sirena Labs Private Limited (w.e.f. 5 November 2019 up to 3 June 2022) Associate
276Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure I - Restated Consolidated Statement of Assets and Liabilities
(All amounts are in Rs. million, unless otherwise stated)
As at As at As at As at As at
Particulars Note
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
ASSETS
Non-current assets
Property, plant and equipment 3 172.91 208.22 1 87.12 2 19.17 216.26
Right-of-use assets 4 162.38 254.33 1 85.41 2 80.41 186.62
Goodwill 5(A) 2,034.54 1,985.75 2 ,035.41 1 ,983.90 1,956.90
Other intangible assets 5(A) 1,139.61 1,351.07 1 ,202.68 1 ,417.96 1,427.13
Intangible assets under development 5(B) 36.30 - 2 2.43 - 82.51
Investments accounted for using the equity method 6 316.09 502.45 3 22.60 4 80.20 295.29
Financial assets
Investments 7 - - - - 8.14
Other financial assets 8 135.31 41.62 3 8.51 4 2.37 266.31
Deferred tax assets (net) 9 358.70 615.67 3 62.87 5 53.91 382.47
Income tax assets (net) 9 47.84 124.94 1 23.75 2 20.11 179.70
Other non-current assets 10 3.73 3.22 3 .51 3 .40 2.69
Total non-current assets 4,407.41 5,087.27 4 ,484.29 5 ,201.43 5,004.02
Current assets
Inventories 11 4,486.60 3,768.20 3 ,258.12 4 ,310.06 4,701.75
Financial assets
Investments 7 - - 8 31.95 - -
Trade receivables 12 3,421.54 1,761.79 2 ,545.41 1 ,507.96 2,758.06
Cash and cash equivalents 13 697.38 912.98 8 37.68 6 04.45 1,474.03
Bank balance other than Cash and cash equivalents 14 1,990.00 1,800.00 1 ,990.00 1 ,935.00 1,930.40
Loans 15 1.45 0.49 0 .54 0 .04 0.45
Other financial assets 8 156.43 40.03 1 33.04 1 64.06 116.77
Other current assets 10 2,044.52 3,198.86 2 ,099.68 3 ,632.13 5,799.54
Total current assets 12,797.92 11,482.35 1 1,696.42 1 2,153.70 16,781.00
Total assets 17,205.33 16,569.62 1 6,180.71 1 7,355.13 21,785.02
EQUITY AND LIABILITIES
Equity
Equity share capital 16 9 6.15 96.15 9 6.15 9 6.15 96.10
Instruments entirely equity in nature 16 1 08.71 108.71 1 08.71 1 08.71 108.71
Other equity 17 5,112.98 3,890.83 4 ,877.65 4 ,167.88 4,747.74
Total equity 5,317.84 4,095.69 5 ,082.51 4 ,372.74 4,952.55
Liabilities
Non-current liabilities
Financial liabilities
Borrowings 18 - 5,039.95 - 5 ,039.95 5,031.23
Lease liabilities 19 99.82 176.47 1 14.79 1 97.48 118.17
Other financial liabilities 22 - - - - 233.79
Provisions 20 38.46 24.95 3 1.93 2 2.53 21.03
Deferred tax liabilities (net) 9 1 01.02 1 21.72 1 07.60 1 66.89 166.89
Total non-current liabilities 239.30 5,363.09 2 54.32 5 ,426.85 5,571.11
Current liabilities
Financial liabilities
Borrowings 18 5,720.50 2,777.62 5 ,648.81 3 ,561.92 7,329.86
Lease liabilities 19 76.64 82.04 8 3.23 8 2.93 70.32
Trade payables
Total outstanding dues of micro enterprises and small enterprises 21 384.86 145.05 2 76.79 9 1.08 29.35
Total outstanding dues of creditors other than micro enterprises 21 4,221.20 2,440.15 3 ,434.56 2 ,109.57 2,566.18
and small enterprises
Other financial liabilities 22 68.97 331.30 1 39.87 4 89.77 455.46
Other current liabilities 23 163.09 131.46 1 51.43 1 01.17 151.27
Provisions 20 1,012.93 1,203.22 1 ,109.19 1 ,119.10 658.92
Total Current liabilities 11,648.19 7,110.84 1 0,843.88 7 ,555.54 11,261.36
Total liabilities 11,887.49 12,473.93 1 1,098.20 1 2,982.39 16,832.47
Total equity and liabilities 17,205.33 16,569.62 1 6,180.71 1 7,355.13 21,785.02
TheaboveAnnexureshouldbereadwiththebasisofpreparationandMaterialAccountingPoliciesappearinginAnnexureV,notestoRestatedConsolidatedFinancialInformationappearinginAnnexureVIandStatementofRestated
Adjustments to the Audited Consolidated Financial Information appearing in Annexure VII.
As per our report of even date attached
For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Firm Registration No. 101248W/W-100022 CIN: U52300MH2013PTC249758
Amar Sunder Gaurav Nayyar Aman Gupta Sameer Mehta
Partner CEO Non Executive Director Director
Membership No: 078305 DIN: DIN: 02249682 DIN: 02945481
Place : Mumbai Place : Mumbai Place : Mumbai Place : Mumbai
Date : 17 October 2025 Date : 17 October 2025 Date : 17 October 2025 Date : 17 October 2025
Rakesh Thakur Shreekant Sawant
Group Chief Financial Officer Company Secretary and Compliance Officer
Place : Mumbai (A-30705)
Date : 17 October 2025 Place : Mumbai
Date : 17 October 2025
277Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure II - Restated Consolidated Statement of Profit and Loss (including other comprehensive income)
(All amounts are in Rs. million, unless otherwise stated)
Three months ended Three months ended Year ended Year ended Year ended
Particulars
Notes 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Income
Revenue from operations 24 6 ,281.02 5 ,672.21 3 0,732.77 3 1,176.74 33,767.90
Other income 25 1 03.37 5 1.51 2 45.37 1 76.72 263.94
Total Income 6 ,384.39 5 ,723.72 3 0,978.14 3 1,353.46 34,031.84
Expenses
Purchases of stock-in-trade 26 5 ,765.71 3 ,532.68 2 0,697.81 2 2,711.25 25,268.96
Changes in inventories of stock-in-trade 27 (1,228.48) 5 41.86 1 ,051.94 3 91.69 836.80
Employee benefits expense 28 3 85.10 3 24.71 1 ,348.04 1 ,305.19 994.17
Finance costs 29 1 7.55 9 8.16 2 78.85 6 83.69 783.58
Depreciation and amortisation expense 30 1 04.54 1 10.42 3 99.32 3 55.86 255.95
Other expenses 31 1 ,039.71 1 ,555.29 6 ,627.58 6 ,888.22 7,481.28
Total expenses 6 ,084.13 6 ,163.12 3 0,403.54 3 2,335.90 35,620.74
Proft/(Loss) before exceptional items, share of profit/(losses) of associate 3 00.26 (439.40) 5 74.60 (982.44) (1,588.90)
and joint venture and tax
Share of Profit/(Loss) of associate and joint venture (net of tax) (6.51) 2 2.25 8 6.39 1 9.91 (48.22)
Profit/(Loss) Before Exceptional Items and Tax 2 93.75 (417.15) 6 60.99 (962.53) (1,637.12)
Add: Exceptional item on sale of investment in associate 41 - - 8 6.03 - -
Profit/(Loss) before tax 2 93.75 (417.15) 7 47.02 (962.53) (1,637.12)
Tax expense/(credit) 9
Current tax 8 1.58 0 .54 4 .32 6 .84 6.40
Deferred tax expense/(credit) (1.36) (106.93) 1 31.90 (172.53) (348.98)
Total tax expense/ (credit) 8 0.22 (106.39) 1 36.22 (165.69) (342.58)
PROFIT/(LOSS) FOR THE PERIOD/ YEAR (A) 2 13.53 (310.76) 6 10.80 (796.84) (1,294.54)
OTHER COMPREHENSIVE INCOME
Items that will not be reclassified to profit or loss
Remeasurements of net defined benefit plans (4.17) 0 .09 (0.61) 4 .32 0.16
Less: Income tax relating to items that will not be reclassified to profit or loss 1 .05 (0.02) 0 .15 (1.09) (0.04)
Items that will be reclassified subsequently to profit or loss
Exchange differences in translating financial statements of foreign operations 0 .52 1 5.17 6 5.20 9 5.15 147.84
OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE (2.60) 1 5.24 6 4.74 9 8.38 147.96
PERIOD/YEAR, NET OF TAX (B)
TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE 2 10.93 (295.52) 6 75.54 (698.46) (1,146.58)
PERIOD/YEAR (A+B)
Profit/(Loss) for the period/ year attributable to:
Owners of the Company 2 13.53 (310.76) 6 10.80 (796.84) (1,294.54)
Non-controlling interests - - - - -
Profit/(Loss) for the period/ year 2 13.53 (310.76) 6 10.80 (796.84) (1,294.54)
Other comprehensive income/(loss) for the period/ year attributable to:
Owners of the Company (2.60) 1 5.24 6 4.74 9 8.38 147.96
Non-controlling interests - - - - -
Other comprehensive income/(loss) for the period/ year, net of tax (2.60) 1 5.24 6 4.74 9 8.38 147.96
Total comprehensive income/(loss) for the period/ year attributable to:
Owners of the Company 2 10.93 (295.52) 6 75.54 (698.46) (1,146.58)
Non-controlling interests - - - - -
Total comprehensive income/(loss) for the period/ year 2 10.93 (295.52) 6 75.54 (698.46) (1,146.58)
Earnings/(Loss) per equity share (face value of Re. 1 each)
Basic (Rs.)# 32 1 .42 (2.07) 4 .07 (5.31) (9.22)
Diluted (Rs.)# 32 1 .42 (2.07) 4 .05 (5.31) (9.22)
The above Annexure should be read with the basis of preparation and Material Accounting Policies appearing in Annexure V, notes to Restated Consolidated Financial Information in Annexure VI and Statement of Restated Adjustments
to the Audited Consolidated Financial Information appearing in Annexure VII.
As per our report of even date attached
For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Firm Registration No. 101248W/W-100022 CIN: U52300MH2013PTC249758
Amar Sunder Gaurav Nayyar Aman Gupta Sameer Mehta
Partner CEO Non Executive Director Director
Membership No: 078305 DIN: DIN: 02249682 DIN: 02945481
Place : Mumbai Place : Mumbai Place : Mumbai Place : Mumbai
Date : 17 October 2025 Date : 17 October 2025 Date : 17 October 2025 Date : 17 October 2025
Rakesh Thakur Shreekant Sawant
Group Chief Financial Officer Company Secretary and Compliance Officer
Place : Mumbai (A-30705)
Date : 17 October 2025 Place : Mumbai
Date : 17 October 2025
278Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure III - Restated Consolidated Statement of Changes in Equity
(All amounts are in Rs. million, unless otherwise stated)
A. EQUITY SHARE CAPITAL (Refer note 16)
Particulars Number of Shares Amount
ISSUED, SUBSCRIBED AND PAID UP CAPITAL
Equity Shares of ₹ 1/- each fully paid up
Balance as at 01 April 2022 9,60,30,300 96.04
Changes in equity share capital during the year 6 6,000 0.06
Balance as at 31 March 2023 9,60,96,300 96.10
Balance as at 01 April 2023 9,60,96,300 96.10
Changes in equity share capital during the year 5 0,000 0.05
Balance as at 31 March 2024 9,61,46,300 96.15
Changes in equity share capital during the period - -
Balance as at 30 June 2024 9,61,46,300 96.15
Balance as at 01 April 2024 9,61,46,300 96.15
Changes in equity share capital during the year - -
Balance as at 31 March 2025 9,61,46,300 96.15
Balance as at 01 April 2025 9,61,46,300 96.15
Changes in equity share capital during the period - -
Balance as at 30 June 2025 9,61,46,300 96.15
B. INSTRUMENTS ENTIRELY EQUITY IN NATURE (Refer note 16)
Series A CCPS * Series B CCPS **
Particulars Number of Shares Amount Number of Shares Amount
ISSUED, SUBSCRIBED AND PAID UP CAPITAL
Balance as at 01 April 2022 5,10,000 5 .10 1 7,269 103.61
Changes in preference share capital during the year - - - -
Balance as at 31 March 2023 5,10,000 5 .10 1 7,269 103.61
Balance as at 01 April 2023 5,10,000 5 .10 1 7,269 103.61
Balance as at 31 March 2024 5,10,000 5 .10 1 7,269 103.61
Changes in preference share capital during the period - - - -
Balance as at 30 June 2024 5,10,000 5 .10 1 7,269 103.61
Balance as at 01 April 2024 5,10,000 5 .10 1 7,269 103.61
Changes in preference share capital during the year - - - -
Balance as at 31 March 2025 5,10,000 5 .10 1 7,269 103.61
Balance as at 01 April 2025 5,10,000 5 .10 1 7,269 103.61
Changes in preference share capital during the period - - - -
Balance as at 30 June 2025 5,10,000 5.10 1 7,269 103.61
* Series A CCPS represents 0.01% Non-cumulative compulsorily convertible preference shares of Rs 10 each, fully paid up
** Series B CCPS represents 0.01% Cumulative compulsorily convertible preference shares of Rs 6,000 each, fully paid up
279Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure III - Restated Consolidated Statement of Changes in Equity
(All amounts are in Rs. million, unless otherwise stated)
C. OTHER EQUITY
Attributable to owners of the Company
Particulars Reserves and Surplus Total Other
Securities General Capital Share Options Foreign Retained Equity
Premium Reserve redemption Outstanding Currency Earnings
reserve Account Translation
Reserve
Restated Balance as at 01 April 2022 3,704.85 11.25 - 162.00 60.65 1,916.13 5,854.88
Profit/(loss) for the year - - - - - (1,294.54) (1,294.54)
Restated Other comprehensive income/(loss) for the year - - - - 147.84 0.12 147.96
Restated Total comprehensive loss for the year - - - - 147.84 (1,294.42) (1,146.58)
Share-based payments to employees - - - 36.22 - - 36.22
Restated Balance as at 31 March 2023 3,708.07 11.25 - 198.22 208.49 621.71 4,747.74
Profit/(loss) for the year - - - - - (796.84) (796.84)
Restatd Other comprehensive income/(loss) for the year - - - - 95.15 3.23 98.38
Restated Total comprehensive loss for the year - - - - 95.15 (793.61) (698.46)
Share-based payments to employees - - - 111.56 - - 111.56
Issue of equity shares on exercise of employee stock options 9.27 - - (2.23) - - 7.04
Restated Balance as at 31 March 2024 3,717.34 11.25 - 307.55 303.64 (171.90) 4,167.88
Profit/(loss) for the period - - - - - (310.76) (310.76)
Restated Other comprehensive income/(loss) for the period - - - - 15.17 0.07 15.24
Total comprehensive loss for the period - - - - 15.17 (310.69) (295.52)
Share-based payments to employees - - - 18.47 - - 18.47
Issue of equity shares on exercise of employee stock options - - - - - - -
Restated Balance as at 30 June 2024 3,717.34 11.25 - 326.02 318.81 (482.59) 3,890.83
Restated Balance as at 01 April 2024 3,717.34 11.25 - 307.55 303.64 (171.90) 4,167.88
Profit/(loss) for the period - - - - - 610.80 610.80
Restated Other comprehensive income/(loss) for the year - - - - 65.20 (0.46) 64.74
Restated Total comprehensive loss for the year - - - - 65.20 610.34 675.54
Share-based payments to employees - - - 86.04 - - 86.04
Share issue expenses (refer note 8 (iv)) (51.81) - - - - - (51.81)
Restated Balance as at 31 March 2025 3,665.53 11.25 - 393.59 368.84 438.44 4,877.65
Profit/(loss) for the period - - - - - 213.53 213.53
Other comprehensive income/(loss) for the period - - - - 0.52 (3.12) (2.60)
Total comprehensive loss for the period - - - - 0.52 210.41 210.93
Share-based payments to employees - - - 27.09 - - 27.09
Share issue expenses (refer note 8) (2.69) - - - - - (2.69)
Issue of equity shares on exercise of employee stock options - - - - - - -
Balance as at 30 June 2025 3,662.84 11.25 - 420.68 369.36 648.85 5,112.98
Refer note 17B for nature and purpose of reserves.
The above Annexure should be read with the basis of preparation and Material Accounting Policies appearing in Annexure V, notes to Restated Consolidated Financial Information in Annexure VI and Statement of
Restated Adjustments to the Audited Consolidated Financial Information appearing in Annexure VII.
As per our report of even date attached
For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Firm Registration No. 101248W/W-100022 CIN: U52300MH2013PTC249758
Amar Sunder Gaurav Nayyar Aman Gupta Sameer Mehta
Partner CEO Non Executive Director Director
Membership No: 078305 DIN: DIN: 02249682 DIN: 02945481
Place : Mumbai Place : Mumbai Place : Mumbai Place : Mumbai
Date : 17 October 2025 Date : 17 October 2025 Date : 17 October 2025 Date : 17 October 2025
Rakesh Thakur Shreekant Sawant
Group Chief Financial Officer Company Secretary and Compliance Officer
Place : Mumbai (A-30705)
Date : 17 October 2025 Place : Mumbai
Date : 17 October 2025
280Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure IV - Restated Consolidated Statement of Cash Flows
(All amounts are in Rs. million, unless otherwise stated)
Particulars Three Months Ended Three Months Ended Year ended Year ended Year ended
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Profit / (Loss) before tax 293.75 (417.15) 7 47.02 ( 962.53) (1,637.12)
Adjustments for:
Share of Profit/(Loss) of associates and joint venture (net of tax) 6.51 (22.25) (86.39) ( 19.91) 48.22
Exceptional Item - - 8 6.03 - -
Depreciation and amortisation expense 104.54 110.42 3 99.32 355.86 255.95
Impairment Expense - - 7 .73 - -
Share based payment expense 27.09 18.47 8 6.04 111.56 36.22
Interest on fixed deposits from Banks (39.62) (40.09) (170.29) ( 137.26) (172.96)
Interest income from others (0.68) (0.63) (2.72) ( 2.40) (1.09)
Fair valuation / (gain) from investments designated at FVTPL (net) (5.30) - (23.82) ( 0.15) (0.82)
Liabilities no longer required written back - - - - (0.24)
Gain on derecognition of leases - (0.25) (0.16) ( 2.28) -
Fair value loss on account of changes in financial liabilities - - 6 .52 8.72 31.23
Finance cost 17.55 98.16 2 78.85 683.69 783.58
Provision/(Reversal) for loss allowance for trade receivables (22.92) (34.98) 1 8.67 ( 62.23) 252.78
Provision for doubtful advances (3.76) 156.89 1 45.59 104.26 -
Provision/(Reversal) for slow and non moving inventory (net) (1.36) (380.19) (589.32) 758.33 330.80
Gain/Loss on derivative contracts (1.30) - 1 4.51 - -
Loss on Sale/Disposal of tangible and intangible assets (net) - 0.01 0 .20 1.07 5.16
Unrealised foreign exchange loss (net) (2.47) 0.42 1 3.89 0.49 13.31
Operating Profit/(Loss) before working capital changes 372.03 (511.17) 9 31.67 837.22 (54.98)
Adjustments for :
Decrease/(Increase) in inventories (1,227.12) 922.05 1 ,641.26 ( 366.64) 506.00
Decrease/(Increase) in trade receivables (853.21) (218.85) (1,056.12) 1,312.34 220.32
Decrease/(Increase) in loans (0.91) (0.45) (0.50) 0.41 6.76
Decrease/(Increase) in other financial assets (109.97) 3.40 0 .13 105.52 2,201.26
Decrease/(Increase) in other current and non-current assets 58.70 276.38 1 ,386.75 2,062.45 (3,127.70)
Increase/(Decrease) in trade payables 888.86 383.54 1 ,336.57 ( 395.30) 394.79
Increase/(Decrease) in other financial liabilities # (70.90) (13.69) 3 6.47 9.42 51.10
Increase/(Decrease) in other current liabilities 11.63 30.29 5 0.25 ( 50.11) 105.82
Increase/(Decrease) in current and non-current provisions (94.42) 86.85 (2.71) 466.01 (386.72)
Cash generated from/(used in) operations (1,025.31) 958.35 4 ,323.77 3,981.32 (83.35)
Taxes paid (net of refunds) (5.67) 94.62 9 2.04 ( 47.25) (98.23)
Net Cash flows generated from/(used in) operating activities (A) (1,030.98) 1,052.97 4 ,415.81 3,934.07 (181.58)
CASH FLOWS FROM INVESTING ACTIVITIES
Dividend received from Joint Venture - - 3 0.00 - -
Sale of Investment in associate/(Investment made in equity shares of joint venture) (net of exceptional items) - - 1 27.96 ( 165.00) (50.50)
(Investment in) / Redemption of Mutual Funds (net) 837.25 - (808.13) 8.29 19.66
Acquisition of property, plant and equipment (4.55) (15.47) (50.33) ( 199.67) (233.00)
Payment of deferred consideration # - (155.70) (470.85) ( 224.53) (460.20)
Proceeds from sale of property, plant and equipment - 0.01 0 .10 78.87 -
Acquisition of intangible assets including expenditure on internally generated intangible assets# (13.87) (0.13) (22.84) ( 82.85) (297.02)
Investment in fixed deposits # (315.00) (350.00) 5 ,075.00 ( 249.00) (1,854.56)
Redemption of fixed deposits # 315.00 610.00 (4,995.00) 244.39 1,500.00
Interest on fixed deposits 36.78 37.10 1 76.38 215.32 164.58
Net cash flows from/(used in) investing activities (B) 855.61 125.81 (937.71) ( 374.18) (1,211.04)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of equity shares, including securities premium - - - 7.09 3.28
Proceeds from issue of preference shares classified as financial liability - - - - 5,000.00
Proceeds / (Repayment) of short-term borrowings (net) 73.85 (801.77) (2,959.58) ( 3,767.96) (1,881.46)
Principal repayment of lease liabilities (21.56) (20.59) (85.02) ( 87.74) (53.98)
Interest repayment of lease liabilities (4.27) (5.94) (21.50) ( 24.66) (12.92)
Interest and other borrowing costs paid (14.67) (54.36) (172.56) ( 612.40) (719.21)
Net cash flows generated from/(used in) financing activities (C) 33.35 (882.66) (3,238.66) ( 4,485.67) 2,335.71
Particulars Three Months Ended Three Months Ended Year ended Year ended Year ended
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Effect of exchange differences on translation of foreign currency 1.72 12.40 (6.21) 56.20 (72.83)
Net increase/(decrease) in cash and cash equivalents (A+B+C) (140.30) 308.53 2 33.23 ( 869.58) 870.26
Cash and cash equivalents at the beginning of the period/year 837.68 604.45 6 04.45 1,474.03 603.77
Cash and cash equivalents at the end of the period/year (refer note below) 697.38 912.98 8 37.68 604.45 1,474.03
Components of cash and cash equivalents:
Cash on hand 0.45 2.04 0 .35 0.86 0.80
Balance with banks
In current accounts 555.63 309.74 6 96.04 463.59 317.22
In deposits with original maturity of less than 3 months 141.30 601.20 1 41.29 140.00 1,156.01
Total cash and cash equivalents (refer note 13) 697.38 912.98 8 37.68 604.45 1,474.03
The above Consolidated Statement of Cash Flows has been prepared under the ‘Indirect Method’ as set out in Ind AS 7, ‘Statement of Cash Flows’.
#These amounts have been restated as a part of restatement adjustments in the above table as at 31 March 2024 and 31 March 2023 . (Refer Note 52)
281Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure IV - Restated Consolidated Statement of Cash Flows
(All amounts are in Rs. million, unless otherwise stated)
Reconciliation between opening and closing balance sheet for liabilities arising from financing activities:
Opening balance Cash flows Non- cash Closing balance
Particulars 1 April 2025 movement* 30 June 2025
Loan repayable on demand 602.32 7 3.85 0.02 676.19
Interest on borrowings - (14.67) 14.67 -
Leases 198.02 (25.83) 4.27 176.46
Proceeds from issue of preference shares classified as financial liability 5,046.47 - - 5,046.47
Proceeds from issue of equity capital 106.41 - - 106.41
Proceeds from issue of preference shares, including securities premium 499.96 - - 499.96
Expenses incurred for issuance of preference share capital (12.07) - - (12.07)
Total liabilities from financing activities 6,441.11 3 3.35 18.96 6,493.42
Reconciliation between opening and closing balance sheet for liabilities arising from financing activities:
Opening balance Cash flows Non- cash Closing balance
Particulars 1 April 2024 movement* 30 June 2024
Loan repayable on demand 3,561.90 (801.77) (5.21) 2,754.92
Interest on borrowings - (54.36) 77.06 22.70
Leases 280.41 (26.53) 4.63 258.51
Proceeds from issue of preference shares classified as financial liability 5,039.95 - - 5,039.95
Proceeds from issue of equity capital 106.41 - - 106.41
Proceeds from issue of preference shares, including securities premium 499.96 - - 499.96
Expenses incurred for issuance of preference share capital (12.07) - - (12.07)
Total liabilities from financing activities 9,476.56 (882.66) 76.47 8,670.38
Reconciliation between opening and closing balance sheet for liabilities arising from financing activities:
Opening balance Cash flows Non- cash Closing balance
Particulars 1 April 2024 movement* 31 March 2025
Loan repayable on demand 3,561.90 (2,959.58) - 602.32
Interest on borrowings - (172.56) 172.56 -
Leases 280.41 (106.52) 24.13 198.02
Proceeds from issue of preference shares classified as financial liability 5,039.95 - 6.52 5,046.47
Proceeds from issue of equity capital 106.41 - - 106.41
Proceeds from issue of preference shares, including securities premium 499.96 - - 499.96
Expenses incurred for issuance of preference share capital (12.07) - - (12.07)
Total liabilities from financing activities 9,476.56 (3,238.66) 203.21 6,441.11
Reconciliation between opening and closing balance sheet for liabilities arising from financing activities:
Opening balance Cash flows Non- cash Closing balance
Particulars 1 April 2023 movement* 31 March 2024
Loan repayable on demand 7,329.86 (3,767.96) - 3,561.90
Interest on borrowings 6.88 (612.40) 605.52 -
Leases 188.49 (112.40) 204.32 280.41
Proceeds from issue of equity capital 99.32 7 .09 - 106.41
Proceeds from issue of preference shares classified as financial liability 5,031.23 - 8.72 5,039.95
Proceeds from issue of preference shares, including securities premium 499.96 - - 499.96
Expenses incurred for issuance of preference share capital (12.07) - - (12.07)
Total liabilities from financing activities 13,143.67 (4,485.67) 818.56 9,476.56
Reconciliation between opening and closing balance sheet for liabilities arising from financing activities:
Opening balance Cash flows Non- cash Closing balance
Particulars 1 April 2022 movement* 31 March 2023
Loan repayable on demand 9,211.32 (1,881.46) - 7,329.86
Interest on borrowings 3.12 (719.21) 722.97 6.88
Leases 140.13 (66.90) 115.26 188.49
Proceeds from issue of equity capital 96.04 3 .28 - 99.32
Proceeds from issue of preference shares classified as financial liability - 5 ,000.00 31.23 5,031.23
Proceeds from issue of preference shares, including securities premium 499.96 - - 499.96
Expenses incurred for issuance of preference share capital (12.07) - - (12.07)
Total liabilities from financing activities 9,938.50 2 ,335.71 869.46 13,143.67
*Non-cash movement represents:
- With respect to borrowings, accrual of interest on liability component of compound financial instruments and reclassification of liability component to Instrument entirely equity in nature
- With respect to leases, accrual of interest on lease liabilities.
- With respect to preference shares, fair value loss on account of fair valuation of financial liability.
- With respect to interest on borrowings, non cash movement is on account of charge in the current year to the statement of profit and loss.
The above Annexure should be read with the basis of preparation and Material Accounting Policies appearing in Annexure V, notes to Restated Consolidated Financial Information in Annexure VI and Statement of Restated Adjustments to the Audited
Consolidated Financial Information appearing in Annexure VII.
As per our report of even date attached
For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Firm Registration No. 101248W/W-100022 CIN: U52300MH2013PLC249758
Amar Sunder Gaurav Nayyar Aman Gupta Sameer Mehta
Partner CEO Non Executive Director Director
Membership No: 078305 DIN: DIN: 02249682 DIN: 02945481
Place : Mumbai Place : Mumbai Place : Mumbai Place : Mumbai
Date : 17 October 2025 Date : 17 October 2025 Date : 17 October 2025 Date : 17 October 2025
Rakesh Thakur Shreekant Sawant
Group Chief Financial Officer Company Secretary and Compliance Officer
Place : Mumbai (A-30705)
Date : 17 October 2025 Place : Mumbai
Date : 17 October 2025
282Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure V - MATERIAL ACCOUNTING POLICIES
(All amounts are in Rs. million, unless otherwise stated)
1 GROUP INFORMATION
Imagine Marketing Limited (formerly known as Imagine Marketing Private Limited *) (“Holding Company” or "Company") was incorporated on 1 November 2013 under the erstwhile Companies Act, 1956. The registered office
of the Holding Company is in Mumbai, Maharashtra, India. The principal place of business of the Holding Company is in India. The Holding Company is engaged in the business of trading of digital-first consumer technology
products such as headphones, earphones, speakers, wearables and related accessories.
* the Holding Company has changed its name from Imagine Marketing Private Limited to Imagine Marketing Limited based on the approval from Registrar of Companies, Maharashtra and accordingly it has become a public
limited company.
The Holding Company and its subsidiary (hereinafter jointly referred to as the ‘Group’) together with the Group's interest in the associate and joint venture considered in these Restated Consolidated Financial Information are:
a) Subsidiary
Proportion (%) of equity interest
Country of Effective date
Name of the company Principal activities As at As at As at As at As at
incorporation of control
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Dive Marketing Private Limited India 03-Jun-21 Sub-license of brand 100% 100% 100% 100% 100%
House the Brands and provide advisory
HOB Ventures Private Limited India 31-Dec-21 100% 100% 100% 100% 100%
service to FMCG
Imagine Marketing Singapore Pte Ltd Singapore 29-Nov-21 Investment and Trading Company 100% 100% 100% 100% 100%
Software Development, Consultancy
Kaha Technologies Private Limited India 02-Feb-22 100% 100% 100% 100% 100%
and Implementation
b) Step Down Subsidiary
Proportion (%) of equity interest
Country of Effective date of
Name of the company Principal activities As at As at As at As at As at
incorporation control
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Kaha Pte Ltd
Develop, design and trading in
(Holding Company Imagine Marketing Singapore 10-Feb-22 100% 100% 100% 100% 100%
electronic product
Singapore Pte Ltd)
Kaha Technology (ShenZhen) Co. Limited
China 02-Feb-22 Trading in electronic product 100% 100% 100% 100% 100%
(Holding Company Kaha Pte Ltd)
c) Associates
Proportion (%) of equity interest
Country of Effective date of
Name of the company Principal activities As at As at As at As at As at
incorporation significant influence
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Sirena Labs Private Limited India From 5-Nov-19 upto 3-Designing, developing and 0.00% 0.00% 0.00% 0.00% 0.00%
June-22 manufacturing smart speakers
From 23-Feb-22 upto
Manufacturing & Selling of Personal &
Kimirica Lifestyle Private Limited India 15-Jan-25 (refer note 0.00% 33.33% 0.00% 33.33% 33.33%
beauty care products
41)
Joint Venture
Proportion (%) of equity interest
Country of Effective date of joint
Name of the company Principal activities As at As at As at As at As at
incorporation control
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Califonix Tech and Manufacturing Private
India 27-Apr-22 Manufacturing of Audio products 50.00% 50.00% 50.00% 50.00% 50.00%
Limited
2 MATERIAL ACCOUNTING POLICIES
A. Statement of Compliance and basis of preparation
The Restated Consolidated Financial Information of Imagine Marketing Limited (the “Company”) and its subsidiaries (the Company and its subsidiaries together referred to as the “Group"), its associate /associates and its joint venture, comprise
the Restated Consolidated Statement of Assets and Liabilities as at 30 June 2025, 30 June 2024, 31 March 2025, 31 March 2024 and 31 March 2023 the Restated Consolidated Statements of Profit and Loss (including other comprehensive
income), the Restated Consolidated Statement of Changes in Equity, the Restated Consolidated Statement of Cash Flows for the three months period ended 30 June 2025 and 30 June 2024 and years ended 31 March 2025, 31 March 2024 and 31
March 2023 the material accounting policies, and other explanatory information (collectively, the “Restated Consolidated Financial Information”).
The Restated Consolidated Financial Information have been prepared on a going concern basis. The accounting policies are applied consistently to all the period/years presented in the Restated Consolidated Financial Information.
The Restated Consolidated Financial Information has been prepared by management as required under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("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 Updated Draft Red Herring Prospectus-I (“UDRHP”) in
connection with proposed initial public offering of the Company’s equity shares. Accordingly, the Restated Consolidated Financial Information may not be suitable for any other purpose and should not be used, referred to or distributed for any
other purpose.
The Restated Consolidated Financial Information have been prepared by the Group, its associate and its joint venture in terms of the requirements of:
- Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the “Act”);
- The ICDR Regulations; and
- The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (the “Guidance Note”).
283Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
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(All amounts are in Rs. million, unless otherwise stated)
2 MATERIAL ACCOUNTING POLICIES (CONTINUED)
A. Statement of Compliance and basis of preparation (continued)
The Restated Consolidated Financial Information of the Group, its associate and its joint venture have been prepared to comply in all material respects with the Indian Accounting Standards (“Ind AS”) as specified under Section 133 of the Act
read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time), presentation requirements of Division II of Schedule III to the Companies Act, 2013, and other relevant provisions of the Act.
The Restated Consolidated Financial Information have been compiled by the management from:
a) Audited Consolidated Interim Financial Statements of the Group and its joint venture as at and for the three months period ended 30 June 2025 prepared, in all material respects, in accordance with Indian Accounting Standard 34 “Interim
Financial Reporting” (Ind AS 34) as specified under Section 133 of the Act and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on 17 October 2025;
b) Audited Special Purpose Consolidated Interim Financial Statements of the Group, its associate and its joint venture as at and for the three months period ended 30 June 2024 prepared, in all material respects, in accordance with the basis of
preparation described in note 2.1B to the special purpose consolidated interim financial statements, which have been approved by the Board of Directors at their meeting held on 17 October 2025; and
c) Audited Consolidated Financial Statements of the Group, its associate / associates and its joint venture as at and for the years ended 31 March 2025, 31 March 2024 and 31 March 2023 prepared in accordance with Ind AS as specified under
Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meetings held on 17
June 2025, 13 August 2024 and 22 September 2023 respectively.
The Restated Consolidated Financial Information:
a. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications, as applicable, retrospectively in the financial years ended 31 March 2025, 31 March 2024 and 31
March 2023 and three months ended 30 June 2024 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the three months period ended 30 June 2025;
b. does not contain any modification requiring adjustments. Moreover, matters in the Auditor’s report, which do not require any corrective adjustments in the Restated Consolidated Financial Information have been disclosed in Part C of Annexure
VII of the Restated Consolidated Financial Information.
c. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
The Restated Consolidated Financial Information have been prepared in Indian Rupee which is the functional currency of the Company and have been rounded-off to the nearest million, unless otherwise indicated.
B. Basis of measurement
These Restated Consolidated Financial Information have been prepared on a historical cost convention, except for the following measured at fair value :
(i) Employee's defined benefit plan at present value of defined benefit obligation (unfunded) determined as per actuarial valuation;
(ii) Financial liabilities in relation of CCPS, Forward exchange contracts used for hedging and Investments in mutual fund that are qualified to be measured at fair value;
(iii) Share based payments at fair value of the options on the date of the grant; and
(iv) Assets and liabilities arising in a business combination
C. Functional currency and presentation
The Restated Consolidated Financial Information has been presented in Indian Rupees (INR), which is also the Company’s functional currency. All amounts have been rounded-off to the nearest millions and decimals thereof, unless otherwise
mentioned.
D. Use of Judgements, assumptions and estimates
The preparation of Restated Consolidated Financial Information is in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of
assets, liabilities, the disclosure of contingent liabilities as on the date of Balance Sheet and the reported amount of income and expenses for the year reporting period. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. They are based on historical experience and other factors that are believed to be reasonable under the circumstance. Revisions to accounting estimates are recognised in the
year in which the estimates are revised and future periods are affected.
Estimation uncertainties:
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the amounts recognised in the Restated Consolidated Financial Information is included in the following notes:
- Note 2.3 (e) - Impairment test of non-financial assets and financials assets
- Note 2.3 (j) - Measurement of defined benefit obligations: key actuarial assumptions and employee share based payments
- Note 2.3 (n) - Recognition of deferred tax assets: availability of future taxable profit against which tax losses carried forward can be used
- Note 2.3 (o) - Recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources including provisions for sales return and discounts
- Note 2.3 (f) and 2.3 (p) - Provision for obsolete inventory and provision for warranties
- Note 2.3 (d) - Useful life of intangible assets
- Note 2.3 (c) - Useful life of property, plant and equipment
- Note 2.3 (g) - Fair valuation of financial liabilities
- Note 2.3 (g) - measurement of ECL allowance for trade receivables and loans : key assumptions in determining the weighted-average loss rate;
Judgements
- Note 2.3 (m) - Determining whether the arrangement contains a lease.
- Note 2.2 (E) - Equity accounted investees
E. Current and non-current classification
The Group presents assets and liabilities in the balance sheet based on current/ non-current classification.
An asset is treated as current when it is:
• Expected to be realized or intended to be sold or consumed in normal operating cycle
• Held primarily for the purpose of trading
• Expected to be realised within twelve months after the reporting period, or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is treated as current when:
• It is expected to be settled in normal operating cycle,
• It is held primarily for the purpose of trading,
• It is due to be settled within twelve months after the reporting period, or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non-current assets and non-current liabilities.
The operating cycle is the time between the acquisition of assets/inputs for processing and their realisation in cash and cash equivalents.
The Group has identified twelve months as its operating cycle.
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Annexure V - MATERIAL ACCOUNTING POLICIES
(All amounts are in Rs. million, unless otherwise stated)
F. Fair value measurement
Certain accounting policies and disclosures of the Group require the measurement of fair values, for both financial and non financial assets and liabilities.
The Group has an established control framework with respect to the measurement of fair values. The valuation team regularly reviews significant unobservable inputs and valuation adjustments.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair
value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
2.2 Principles of consolidation
A. Subsidiaries
The Restated Consolidated Financial Information comprise the financial statements of the Group and its associate and joint venture as at 30 June 2025, 30 June 2024, 31 March 2025, 31 March 2024 and 31 March 2023. 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 Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the subsidiary.
The Restated Consolidated Financial Information are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the
Restated Consolidated Financial Information for like transactions and events in similar circumstances, appropriate adjustments are made to that Group member’s financial statements in preparing the Restated Consolidated Financial Information to
ensure conformity with the Group’s accounting policies. The Holding Company has evaluated the accounting policies of foreign subsidiaries at the time of consolidation and GAAP differences, if any, were appropriately considered in the Restated
Consolidated Financial Information .
The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the Holding Company i.e. for the three months period ended 30 June 2025 and 30 June 2024 and years ended 31 March
2025, 31 March 2024 and 31 March 2023. When the end of the reporting year of the parent is different from that of a subsidiary, the subsidiary prepares, for consolidation purposes, additional financial information as of the same date as the
Consolidated Financial Statements of the Group to enable the Holding Company to consolidate the financial information of the subsidiary, unless it is impracticable to do so.
Consolidation procedure:
(i) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the Holding Company with those of its subsidiary. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities
recognised in the Restated Consolidated Financial Information at the acquisition date.
(ii) Offset (eliminate) the carrying amount of the Holding Company’s investment in each subsidiary and the Holding Company’s portion of equity of each subsidiary.
(iii) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the group (profits or losses resulting from intragroup transactions that are recognised in assets, such as
inventory and property, plant and equipment, are eliminated in full). Intragroup losses may indicate an impairment that requires recognition in the Restated Consolidated Financial Information. Ind AS 12 Income Taxes applies to temporary
differences that arise from the elimination of profits and losses resulting from intragroup transactions.
B. Non-controlling interests (NCI)
NCI are measured at their proportionate share of the acquiree’s net identifiable assets at the date of acquisition.
Changes in the Group’s equity interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
C. Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in loss of control as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between fair value of any consideration
paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity. The share of non-controlling interest is restricted to
the extent of contractual obligation of the Group.
When the Group ceases to consolidate or equity account for an investment because of loss of control, joint control or significant influence, any retained interest in the entity is re-measured to its fair value with the change in carrying amount
recognised in the Restated Consolidated Statement of Profit and Loss. This fair value becomes the initial carrying amount for the purpose of subsequently accounting for the retained interest in joint venture or financial asset.
D. Loss of control
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any interest retained in the former subsidiary is measured at fair value at the date the
control is lost. Any resulting gain or loss is recognised in profit or loss.
E. Equity accounted investees
The Group’s interests in equity accounted investees comprise interests in an associate and joint venture.
An associate is an entity in which the Group has significant influence, but not control or joint control, over the financial and operating policies.
The Group has applied judgement in evaluating the terms of the investment made in compulsorily convertible preference shares (CCPS). The Group has assessed that the CCPS will be converted to equity shared based on the terms and conditions
of the agreement and in commercial substance the investment is akin to the investment in the equity shares of the associate. Group has made this assessment based on the exposure to both the investees profit’s and losses as well as by the exposure
to changes in the fair value of the investee's net assets if any.
A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.
Interests in associate and joint venture are accounted for using the equity method. They are initially recognised at cost which includes transaction costs. Subsequent to initial recognition, the Restated Consolidated Financial Information include the
Group’s share of profit or loss and OCI of equity accounted investees until the date on which significant influence ceases.
Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to
the extent that there is no evidence of impairment.
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Annexure V - MATERIAL ACCOUNTING POLICIES
(All amounts are in Rs. million, unless otherwise stated)
F. Business combination (other than common control business combinations) and Goodwill
The cost of an acquisition is measured at the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the date of acquisition, which is the date on which control is transferred to the Group. The cost of
acquisition also includes the fair value of any contingent consideration. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value on the date of acquisition.
Purchase consideration paid in excess of the fair value of net assets acquired is recognised as goodwill. Where the fair value of identifiable assets and liabilities exceed the cost of acquisition, after reassessing the fair values of the net assets and
contingent liabilities, the excess is recognised as capital reserve.
Transaction costs that the Group incurs in connection with a business combination such as finder's fees, legal fees, due diligence fees and other professional and consulting fees are expensed as incurred.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate
consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the
reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of
bargain purchase, the entity recognises the gain directly in equity as capital reserve, without routing the same through OCI.
A cash generating unit to which goodwill has been allocated is tested for impairment at each reporting period as presented, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash
generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in
the unit. Any impairment loss for goodwill is recognised in Restated Consolidated Profit and Loss. An impairment loss recognised for goodwill is not reversed in subsequent periods. Where goodwill has been allocated to a cash-generating unit and
part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is
measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-
generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Business combinations have been accounted for using the acquisition method under the provisions of Ind AS 103, Business Combinations.
2.3 Summary of material accounting policies
(a) Revenue Recognition
Revenue from sale of goods is recognised when goods are delivered and have been accepted by our customers and it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the
payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.
The specific recognition criteria described below must also be met before revenue is recognized.
Sale of products
The Group recognises revenue at a point in time when the performance obligation is satisfied and the goods underlying the particular performance obligation are transferred to the customer. Customers obtain control of the goods when the goods
are delivered at the agreed point of delivery which generally is the premises of the customer.
Further, revenue from sale of goods is recognised based on a 5-Step Methodology which is as follows:
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligation in contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.
Revenue towards satisfaction of performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of
variable consideration on account of various discounts & schemes offered by the Holding Company as part of the contract. Accumulated expenses is used to estimate the provision for discount.
Contracts are subject to modification to account for changes in contract specification and requirements. The Group reviews modifications to contracts in conjunction with the original contract to determine whether the transaction price should be
allocated to a new performance obligation, or if the transaction price of an existing performance obligation should be changed. In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for.
MEIS (Merchandise Exports from India Scheme) Income: The Holding Company records MEIS income as and when the scrips are utilised. The Holding Company follows point in time approach for recording of MEIS income.
Variable consideration
If the consideration in a contract includes a variable amount, the Group estimates the amount of consideration to which it will be entitled in exchange for transferring the goods to the customer. The variable consideration is estimated at contract
inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
Right of return
The Group provides a customer with a right to return in case of any defects or on grounds of quality. The Group uses the expected value method to estimate the goods that will be returned. For goods that are expected to be returned, instead of
revenue, the Group recognizes a refund liability. A right of return asset and corresponding adjustment to change in inventory is also recognized for the right to recover products from a customer.
Contract balances
Contract assets: The Group classifies its right to consideration in exchange for deliverables as either a receivable or as unbilled revenue. A receivable is a right to consideration that is unconditional upon the passage of time. Revenues in excess of
billings is recorded as unbilled revenue and is classified as a financial asset where the right to consideration is unconditional upon passage of time. Trade receivables is presented net of impairment.
Contract liabilities: A contract liability (which we referred to as Unearned Revenue) is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due to the customer)
from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is received.
Trade receivables: A receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets for guidance on
recognition and measurement.
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(All amounts are in Rs. million, unless otherwise stated)
2.3 Summary of significant accounting policies (continued)
(b) Recognition of dividend income, interest income or expense
Interest income or expense is recognised using the effective interest method.
The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
- the gross carrying amount of the financial asset; or
- the amortised cost of the financial liability.
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become
credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts
to the gross basis.
Dividend income is recognised in the Consolidated Statement of Profit and Loss on the date on which the Group’s right to receive payment is established.
(c) Property, Plant and Equipment
Recognition and measurement
The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably and is
measured at cost. Subsequent to recognition, all items of property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.
On adoption of Ind AS, the Group retained the carrying value for all of its property, plant and equipment as recognised in the Consolidated Financial Statements as at the date of transition to Ind ASs, measured as per the previous GAAP and used
that as its deemed cost as permitted by Ind AS 101 ‘First-time Adoption of Indian Accounting Standards.
If the cost of an individual part of property, plant and equipment is significant relative to the total cost of the item, the individual part is accounted for and depreciated separately.
The cost of property, plant and equipment comprises its purchase price plus any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and the
initial estimate of decommissioning, restoration and similar liabilities, if any. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group and the subsequent
expenditure can be measured reliably.
Items such as spare parts, stand-by equipment and servicing that meets the definition of property, plant and equipment are capitalised at cost and depreciated over the useful life. Cost of repairs and maintenance are recognised in the Restated
Consolidated Statement of Profit and Loss as and when incurred.
Depreciation and useful lives - Indian Entities
Depreciable amount for assets is the cost of asset less its estimated residual value. Depreciation on Property, Plant and Equipment is calculated on the depreciable amount using the straight line method (SLM) using the rates arrived at based on the
useful lives estimated by the management as prescribed in Schedule II of the Companies Act, 2013 except for Plant and Equipment where the management has derived useful life based on the technical evaluation. Depreciation is generally
recognized in the statement of profit and loss.
Useful Life as per the
Block Useful Life
Act
Plant and Equipment 5 years 15 years
Furniture and fixtures 10 years 10 years
Office equipment 5 years 5 years
Computers 3 years 3 years
Lower of useful life
of the leasehold
Leasehold Improvement
improvement or the
lease term
Depreciation on additions (disposals) is provided on a pro-rata basis i.e. from (up to) the date on which asset is ready for use (disposed of). An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
Based on the technical evaluation and consequent assessment, the management believes that its estimate of useful life as given above best represents the period over which the management expects to use these assets. Estimates in respect of method
of depreciation were revised from written down value method to straight line method during the year ended March 31, 2023.
Depreciation and useful lives - International Entities
Depreciation is based on the cost of an asset less its residual value. Depreciation is recognised in profit or loss and calculated using the straight-line method to allocate depreciable amounts over their estimated useful lives of each component of an
item of plant and equipment. The estimated useful lives for the current and comparative period/years are as follows:
Block Useful Life
Furniture and fixtures 3 years
Office equipment 1 years
Computers 1 years
Renovation 5 years
Derecognition
An item of property, plant and equipment and any significant part initially recognized is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Consolidated Statement of Profit and Loss when the asset is derecognised.
(d) Intangible assets
Recognition and measurement
Intangible assets comprise primarily of brands, software, patents and trademarks. Intangible assets are initially recorded at cost and subsequent to recognition, intangible assets are stated at cost less accumulated amortisation and accumulated
impairment losses. Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates and the cost can be measured reliably. All other expenditure are recognised in the
Restated Consolidated Statement of Profit and Loss as incurred. On adoption of Ind AS, the Group retained the carrying value for all of its intangible assets as recognised in the consolidated financial statements as at the date of transition to Ind
ASs, measured as per the previous GAAP and used that as its deemed cost as permitted by Ind AS 101 ‘First-time Adoption of Indian Accounting Standards.
Intangible Assets under Development
Development expenditure is capitalised as part of the cost of the resulting intangible asset only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and
the Group intends to and has sufficient resources to complete development and to use the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less
accumulated amortisation and any accumulated impairment losses.
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(All amounts are in Rs. million, unless otherwise stated)
Amortisation
Amortisation is calculated to write off the cost of intangible assets over their estimated useful lives using the straight line method, and is included in the Depreciation and Amortisation expense in the Statement of profit and loss. The useful lives of
intangible assets that is considered for amortization of intangible assets are as follows:
Intangible Asset Useful Life
Brands 10 years
Software 3 to 5 years
Patents and Trademarks 4 to 10 years
The amortisation period and the amortisation method for an intangible asset with finite useful life is reviewed at the end of each financial year. If any of these expectations differ from previous estimates, such changes is accounted for as a change
in an accounting estimate.
Derecognition
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds
and the carrying amount of the asset, are recognised in the Restated Consolidated Statement of Profit and Loss when the asset is derecognised.
(e) Impairment
(i) Non-financial assets
Assessment for impairment is done at each Balance Sheet reporting date as to whether there is any indication that a non-financial asset may be impaired. For the purpose of assessing impairment, the smallest identifiable group of assets that
generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets is considered as a cash generating unit (CGU). If any indication of impairment exists, an estimate of the recoverable
amount of the individual asset/cash generating unit is made. Asset/cash generating unit whose carrying value exceeds their recoverable amount are written down to the recoverable amount by recognising the impairment loss as an expense in the
Statement of Profit and Loss.
Recoverable amount is the higher of an asset’s or cash generating unit’s value in use and its fair value less cost of disposal. Value in use is estimated future cash flows expected to arise from the continuing use of an asset or cash generating unit
and from its disposal at the end of its useful life discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less
costs of disposal, recent market transactions are considered. If no such transactions can be identified, an appropriate valuation model is used.
An impairment loss is reversed in the Consolidated statement of profit and loss if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount,
provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognised for the asset in prior years.
(ii) Financial assets
The Group assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. The Group
recognises loss allowances using the expected credit loss (ECL) model as per Ind AS 109 for the financial assets which are not fair valued through profit or loss. Loss allowance for trade receivables with no significant financing component is
measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which
case those are measured at lifetime ECL. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognised is recognised as an impairment gain or loss
in profit or loss.
ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the entity expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate.
Lifetime ECL are the expected credit losses resulting from all possible defaults events over the expected life of a financial asset. 12 month ECL are a portion of the lifetime ECL which result from default events that are possible within 12 months
from the reporting date.
The Group considers a financial asset to be in default when:
- the counter party is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or
- the financial asset in respect of trade receivables is 365 days or more past due and for trade receivables less than 365 days, the Group identifies on case to case basis whether there is a risk of default.
ECL are measured in a manner that they reflect unbiased and probability weighted amounts determined by a range of outcomes, taking into account the time value of money and other reasonable information available as a result of past events,
current conditions and forecasts of future economic conditions.
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Group expects no significant recovery from the amount written off
during the period/ year.
Credit-impaired financial assets
At each reporting date, the Group assesses whether financial assets carried at amortised cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the
estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable data:
• significant financial difficulty of the debtor;
• a breach of contract such as a default or being more than 365 days past due;
• the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise;
• it is probable that the debtor will enter bankruptcy or other financial reorganisation; or
• the disappearance of an active market for security because of financial difficulties.
(f) Inventories
Inventories are valued at the lower of cost or net realisable value. Cost of inventories comprises purchase price, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In determining the cost,
weighted average cost is used. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs to sell. The comparison of cost and net realisable value is made on an item-by-item basis.
Inventories are stated net of write down or allowances on account of obsolescence, damage or slow moving items. The provision for inventory obsolescence is assessed periodically and is provided as considered necessary.
The Group imports the raw material/stock in trade and sells the same to the manufacturers in India. The cost of raw materials purchased and sold are netted off against the purchase of finished goods from the manufacturer since the cost of finished
goods purchased from those manufacturers are inclusive of the cost of raw material transferred to them.
288Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure V - MATERIAL ACCOUNTING POLICIES
(All amounts are in Rs. million, unless otherwise stated)
(g) Financial Instruments
Financial Assets
i) Recognition and initial measurement
All financial assets and liabilities are initially recognized when the Group becomes a party to contractual provisions of the instrument. A financial asset or liability is initially measured at fair value plus, for an item not at fair value through profit
and loss (FVTPL), transaction cost that are directly attributable to its acquisition or issue. However trade receivable that do not contain significant financing component are recognised at transaction price. For regular way purchases of financial
assets, the Company follows the trade date accounting method, whereby a financial asset is recognized on the trade date—the date on which the Company commits to purchase the asset.
ii) Classification and subsequent measurement
On initial recognition, a financial instrument is classified and measured at
• Amortised cost
• Fair value through other comprehensive income (FVOCI) - debt instruments;
• Fair value through other comprehensive income (FVOCI) - equity investments; or
• Fair value through profit or loss (FVTPL).
Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Group changes its business model for managing financial assets.
A financial asset is measured at amortised cost if it meets both the following conditions and is not designated as at FVTPL:
• The asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• The contractual terms of the financial assets give rise on a specified date to cash flows that are solely payments of principal and interest on the principal amounts outstanding.
A debt instrument is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
• The asset is held within a business model whose objective is achieved by both collect contractual cash flows and selling financial assets; and
• The contractual terms of the financial assets give rise on a specified date to cash flows that are solely payments of principal and interest on the principal amounts outstanding.
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment's fair value in OCI (designated as FVOCI - equity investment). This election is made on an
investment by investment basis.
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes mutual funds as well as derivative assets. On initial recognition, the Group may irrevocably designate a financial
asset that otherwise meets the requirements to be measured at amortised cost or FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
Derivative financial instruments and hedge accounting
The Group holds derivative financial instruments to hedge its foreign currency exposures. Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally
recognised in Restated Consolidated Statement of Profit and Loss.
Subsequent measurement and gains and losses
Financial assets at FVTPL:
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income are recognized in profit or loss.
Financial assets at amortised cost:
These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss.
Any gain or loss on derecognition is recognized in profit or loss.
Debt investments at FVTOCI:
These assets are subsequently measured at fair value. Interest income under effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On
derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Equity investments at FVTOCI:
These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and
are not reclassified to profit or loss.
iii) Derecognition of financial assets
A financial asset is derecognized only when:
• The Group has transferred the rights to receive cash flows from financial asset or
• Retains the contractual rights to receive the cash flows from financial asset but assumed a contractual obligation to pay the cash flows to one or more recipients.
Where the Group has transferred an asset, the Group evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognized. Where the Group has not transferred
substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognized. Where the Group has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial
asset, the financial asset is derecognized if the Group has not retained control of the financial asset. Where the Group retains control of the financial asset, the asset is continued to be recognized to the extent of continuing involvement in the
financial asset. For regular way sales of financial assets, the Company applies trade date accounting, whereby the asset is derecognized on the trade date, i.e., the date on which the Company commits to sell the asset.
Investment in Subsidiaries, associate and Joint Ventures
The investments in subsidiaries, associate and joint ventures are carried in the financial statements at historical cost except when the investment, or a portion thereof, is classified as held for sale, in which case measured at lower of carrying amount
and fair value less costs to sell. When the Group is committed to a sale plan involving disposal of an investment, or a portion of an investment, in any subsidiary or joint venture, the investment or the portion of the investment that will be disposed
of is classified as held for sale when the criteria described above are met. Any retained portion of an investment in a subsidiary or a joint venture that has not been classified as held for sale continues to be accounted for at historical cost.
Investments in subsidiaries and joint ventures carried at cost are tested for impairment in accordance with Ind AS 36 Impairment of Assets. The carrying amount of the investment is tested for impairment as a single asset by comparing its
recoverable amount with its carrying amount, any impairment loss recognised reduces the carrying amount of the investment.
Financial liability
i) Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or amortised cost. All financial liabilities are recognized initially at fair value and, in case of loans and borrowings and payables, net
of directly attributable transaction costs.
ii) Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for
trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by
Ind AS 109. Separate embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognized in the profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such 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 are recognized in OCI. These gains/ losses are not subsequently transferred to Restated Consolidated Statement of Profit and 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 Restated Consolidated Statement of Profit and Loss. The Group has not designated any financial liability as at fair value through profit or loss other than series C
CCPS which is classified as financial liability designated as FVTPL (Refer note 18).
289Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure V - MATERIAL ACCOUNTING POLICIES
(All amounts are in Rs. million, unless otherwise stated)
Amortised cost
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate (“EIR”) method. Gains or losses are recognized in profit or loss when the liabilities are derecognized as
well as through the EIR amortization process.
Amortised 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 Restated Consolidated 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 derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the
Restated Consolidated Statement of Profit and Loss.
Offsetting
Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realize the assets
and settle the liabilities simultaneously.
(h) Cash and cash equivalents
(h)(i) Cash and cash equivalent includes cash on hand, 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.
(h)(ii) Statement of Cash Flows
Cash flows are reported using the indirect method, whereby net profit before taxes for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item
of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated. Bank overdrafts and cash credits which are repayable on demand form an
integral part of Group's cash management and are included as a component of cash and cash equivalents.
(i) Foreign Currency transactions and translations
Foreign currency are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign currency denominated monetary assets and liabilities are translated into relevant functional currency at exchange rates in
effect at the balance sheet date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are
generally recognized in Consolidated statement of profit and loss. Non-monetary assets and non-monetary liabilities denominated in foreign currency and measured at fair value are translated at the exchange rate prevalent at the date when the fair
value was determined. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction. Translation differences on assets
and liabilities carried at fair value are reported as part of the fair value gain or loss and are generally recognised in Restated Consolidated Statement of Profit and Loss, except exchange differences arising from the translation of the following
items which are recognised in OCI:
• equity investments at fair value through OCI (FVOCI)
• a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; and
• qualifying cash flow hedges to the extent that the hedges are effective.
Translation of financial statements of foreign operations
Assets and liabilities of foreign entities are translated into Indian Rupees on the basis of the closing exchange rates as at the end of the period/year. Income and expenditure and cash flow are generally translated using average exchange rates for
the period unless those rates do not approximate the actual exchange rates at the dates of specific transactions, in which case the exchange rates as at the dates of transaction are used. All resulting exchange differences are recognised in Other
Comprehensive Income. On consolidation, exchange differences arising from the translation of any net investment in foreign entities are recognised in Other Comprehensive Income. When a foreign operation is sold, the associated exchange
differences are reclassified to the Restated Consolidated Statement of Profit and Loss, as a part of gain or loss on sale.
(j) Employee Benefits
(i) Defined Contribution Plan
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. The Group makes specified contributions
towards Government administered provident fund scheme, labour welfare fund and employees' state insurance scheme. Obligations for contributions to defined contribution plans are recognised as an employee benefit expense in Restated
Consolidated Statement of Profit and Loss in the periods during which the related services are rendered by employees.
(ii) Defined Benefit Plan
The Group’s gratuity plan is a defined benefit plan. The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior
periods, discounting that amount and deducting the fair value of any plan assets.
The present value of the obligation under such defined benefit plan is determined based on actuarial valuation by an independent actuary using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional
unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of
the obligation under defined benefit plan, are based on the market yields on Government securities as at the balance sheet date.
All remeasurement gains and losses arising from defined benefit plans are recognised in the Consolidated statement of other comprehensive income in the period in which they occur and not reclassified to the Restated Consolidated Statement of
Profit and Loss in the subsequent period. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning
of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense related to
defined benefit plans are recognised under "Finance costs" in the Restated Consolidated Statement of Profit and Loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in the Restated Consolidated Statement of Profit and Loss.
The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs in the Restated Consolidated Statement of Profit and Loss.
290Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure V - MATERIAL ACCOUNTING POLICIES
(All amounts are in Rs. million, unless otherwise stated)
(iii) Short-term employee benefits
All employee benefits falling due wholly within twelve months of rendering the services are classified as short term employee benefits, which include benefits like salaries, wages and performance incentives and are recognised as expenses in the
period in which the employee renders the related service.
Short term employee benefits 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 e.g. short term cash bonus, if the Group has a present legal or
constructive obligation to pay this amount as a result of past services provided by the employee and the amount of obligation can be estimated reliably.
In one of the Subsidiary Company, employee entitled annual leave are recognized when they accrue to the employees. A provision is made for the estimated undiscounted liability for annual leave expected to be settled wholly within 1 month after
the end of reporting period as a results of services rendered by employees up to the end of the reporting period.
(iv) Other long-term employee benefits:
The Group's net obligation in respect of long-term employment benefits, other than gratuity, is the amount of future benefit that employees have earned in return for their service in the current and prior periods. The obligation is calculated at the
balance sheet date on the basis of an actuarial valuation done by an independent actuary using the projected unit credit method and is discounted to its present value and the fair value of any related assets is deducted. Remeasurements gains or
losses are recognised in the Restated Consolidated Statement of Profit and Loss in the period in which they arise.
Compensated absences which are not expected to occur within twelve months after the end of the year in which the employee renders the related services are recognised as a liability at the present value of the defined benefit obligation at the
balance sheet date. The discount rates used for determining the present value of the obligation under long term employment benefits, are based on the market yields on Government securities as at the balance sheet date.
(v) Equity settled share based payments
Employees of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments. The cost of equity-settled transactions is determined by the fair value at the date when
the grant is made using an appropriate valuation model.
That cost is recognised, together with a corresponding increase in share-based payment reserves in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognised for equity-settled
transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest.
When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification
that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. Where an award is cancelled by the entity or by the counterparty, any remaining element
of the fair value of the award is expensed immediately through the Restated Consolidated Statement of Profit and Loss. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per
share.
(k) Borrowing Costs
Borrowing costs include:
(i) interest expense calculated using the effective interest rate method;
(ii) finance charges in respect of leases;
(iii) interest expenses on bill discounting; and
(iv) exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets,
until such time as the assets are substantially ready for their intended use or sale.
Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in the Restated Consolidated Statement of Profit and Loss in the period in which they are incurred.
(l) Share issue expenses
Incremental costs directly attributable to the issue of new equity shares are adjusted with securities premium, and those attributable to offer for sale are shown as recoverable from the selling shareholders.
(m) Leases
The Group assesses whether a contract is or contains a lease, at inception of a contract. 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. To
assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:
(i) the contract involves the use of an identified asset;
(ii) the Group has substantially all of the economic benefits from use of the asset through the period of the lease and;
(iii) the Group has the right to direct the use of the asset.
The group also applied the available practical expedients wherein it:
• Used a single discount rate to a portfolio of leases with reasonably similar characteristics
• Relied on its assessment of whether leases are onerous immediately before the date of initial application
• Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application
• Used hindsight in determining the lease term where the contract contained options to extend or terminate the lease
Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and
adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease
incentives received. Right-of use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.
Lease liability
At the commencement date of the lease, the group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less
any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain
to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognized as expenses
(unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the group uses its incremental borrowing rate at the lease commencement date when the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of
lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease
payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
Short-term leases and leases of low-value assets
The Group has applied the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option) and low-value assets
recognition exemption.
291Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure V - MATERIAL ACCOUNTING POLICIES
(All amounts are in Rs. million, unless otherwise stated)
(n) Income Taxes
Income tax comprises current and deferred tax. It is recognised in Restated Consolidated Statement of Profit and Loss except to the extent that it relates to a business combination or to an item recognised directly in equity or in other
comprehensive income. The Group has determined that interest and penalties related to income taxes, including uncertain tax treatments, do not meet the definition of income taxes, and therefore accounted for them under Ind AS 37 Provisions,
Contingent Liabilities and Contingent Assets.
(i) Current tax
Current tax expenses comprises the expected tax payable or receivable on the taxable income or loss for the period/year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best
estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date.
Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.
(ii) Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes. Deferred tax is also recognised in
respect of carried forward tax losses and tax credits. Deferred tax is not recognised for:
- temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss at the time of the transaction;
- temporary differences related to investments in subsidiaries, associate and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the
foreseeable future; and
- taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used. The existence of unused tax losses is strong evidence that future taxable profit may not be available.
Therefore, in case of a history of recent losses, the Group recognises a deferred tax asset only to the extent that it has sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable profit will be available
against which such deferred tax asset can be realised. Deferred tax assets – unrecognised or recognised, are reviewed at each reporting date and are recognised/ reduced to the extent that it is probable/ no longer probable respectively that the
related tax benefit will be realised.
Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but
they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
The group has recognised a separate deferred tax assets in relation to its lease liabilities and a deferred tax liability in relations to its right-to-use assets.
(o) Provisions, Contingent liabilities and Contingent assets
(i) General provision
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, the expense relating to a provision is presented in the Consolidated statement of profit and loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of
time is recognised as a finance cost.
(ii) Contingent liabilities
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources embodying economic benefits or the amount of such obligation cannot be
measured reliably. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources embodying economic benefits is remote, no provision or disclosure is made.
(iii) Contingent assets
Contingent assets are neither recognised nor disclosed in the Restated Consolidated Financial Information. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and
related income are recognised in the period in which the change occurs.
(p) Warranties
The Holding Company recognises provision for warranties in respect of the products that it sells. These are reviewed at each balance sheet date and adjusted to reflect the current estimates. A provision is recognised for expected warranty claims on
products sold during the period/year based on the past trend for actual warranty claims.
(q) Earnings per share
The basic earnings per share is computed by dividing the net profit attributable to the owners of the Group for the period/year by the weighted average number of equity shares outstanding during the reporting period (including instruments entirely
equity in nature). The diluted earnings per share is computed by dividing the profit attributable to equity holders (after adjusting the cost recognised during the period for convertible instruments) by the weighted average number of equity shares
outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.
Diluted earnings per share is computed by dividing the profit (considered in determination of basic earnings per share) after considering the effect of interest and other financing costs or income (net of attributable taxes) associated with dilutive
potential equity shares by the weighted average number of equity shares considered for deriving basic earnings per share adjusted for the weighted average number of equity shares that would have been issued upon conversion of all dilutive
potential equity shares.
(r) Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the Executive Director who is designated as the chief operating decision maker (CODM). The Group has identified reportable segments based on the
dominant source, nature of risks and return and the internal organisation and management structure and for which discrete financial information is available. The CODM monitors the operating results of the entity at segment level for the purpose
of making decisions about resource allocation and performance assessment. An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and
expenses that relate to transactions with any of the Company’s other components, and for which discrete financial information is available.
Revenue and expenses directly attributable to segments are reported under each reportable segment. Other expenses which are not attributable or allocable to segments are disclosed separately. Segment performance is evaluated based on profit or
loss and is measured consistently with profit or loss in the Restated Consolidated Financial Information. However, the Group's financing (including finance costs and finance income) and income taxes are managed on a Group basis and are not
allocated to operating segments. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable assets and liabilities.
2.4 Recent accounting developments and pronouncements
"Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. In May 2025, Amendments to Ind AS 21 -The Effects of
Changes in Foreign Exchange Rates, effective from 01 April 2025 and In August 2025, changes to various Ind AS including Ind AS 1, Ind AS 7, Ind AS 12, effective from 1 April 2025 (to the extent applicable). These amendments are not
expected to have an material impact of these amendments on Restated Consolidated Financial Information."
2.5 Changes In Material accounting Policies
The Group adopted Disclosure of Accounting Policies (Amendments to IND AS 1) from 1st April 2024. Although the amendments did not result in any changes in the accounting policies themselves, they impacted the accounting policy
information disclosed in the Financial Statements.
The amendments require the disclosure of ‘material’ rather than ‘significant’ accounting policies. The amendments also provide guidance on the application of materiality to disclosure of accounting policies, assisting entities to provide useful,
entity specific accounting policy information that users need to understand other information in the Financial Statement.
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292Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
3 Property, plant and equipment
Particulars Plant and Furniture and Office equipment Computers Total
Equipment fixtures
Gross carrying value
As at 01 April 2022 4.99 2.39 19.60 25.73 52.71
Additions during the year 191.40 5.13 17.19 23.74 237.46
Disposals during the year - - (0.63) (0.33) (0.96)
Exchange differences on translation of foreign operations - 0.92 2.08 7.39 10.39
As at 31 March 2023 196.39 8.44 38.24 56.53 299.60
As at 01 April 2023 196.39 8.44 38.24 56.53 299.60
Additions during the year 121.56 8.86 9.53 13.19 153.14
Disposals during the year (78.91) (3.78) (5.91) (3.19) (91.79)
Exchange differences on translation of foreign operations - 0.03 (0.23) - (0.20)
As at 31 March 2024 239.04 13.55 41.63 66.53 360.75
Additions during the period 2.77 - 1.34 2.95 7.06
Disposals during the period - - ( 0.03) - (0.03)
Exchange differences on translation of foreign operations - - - - -
As at 30 June 2024 241.81 13.55 42.94 69.48 367.78
As at 01 April 2024 239.04 13.55 41.63 66.53 360.75
Additions during the year 3 .92 6.02 19.98 11.86 41.78
Disposals during the year - (0.31) (0.07) (0.04) (0.42)
Exchange differences on translation of foreign operations - - - - -
As at 31 March 2025 242.96 19.26 61.54 78.35 402.11
Additions during the period - 0.25 0.64 3.67 4.56
Disposals during the period - ( 0.13) - - (0.13)
Exchange differences on translation of foreign operations - - - - -
As at 30 June 2025 242.96 19.38 62.18 82.02 406.54
Accumulated depreciation
As at 01 April 2022 2.95 0.83 8.80 11.89 24.47
Depreciation for the year 30.06 0.43 5.53 13.09 49.11
Disposals for the year - - (0.14) (0.51) (0.65)
Exchange differences on translation of foreign operations - 0.91 2.09 7.41 10.41
As at 31 March 2023 33.01 2.17 16.28 31.88 83.34
As at 01 April 2023 33.01 2.17 16.28 31.88 83.34
Depreciation for the year 44.96 1.88 8.22 15.54 70.60
Disposals for the year (0.11) (3.48) (5.01) (2.90) (11.50)
Exchange differences on translation of foreign operations (0.35) (0.11) (0.15) (0.25) (0.86)
As at 31 March 2024 77.51 0.46 19.34 44.27 141.58
Depreciation for the period 12.02 0.37 1.95 3.64 17.98
Disposals for the period - - ( 0.01) - (0.01)
Exchange differences on translation of foreign operations - - - - -
As at 30 June 2024 89.53 0.83 21.28 47.91 159.55
As at 01 April 2024 77.51 0.46 19.34 44.27 141.58
Depreciation for the year 4 7.93 2.38 8.44 14.78 73.53
Disposals during the year - (0.06) (0.05) (0.01) (0.12)
Exchange differences on translation of foreign operations - - - - -
As at 31 March 2025 125.44 2.78 27.73 59.04 214.99
Depreciation for the period 11.90 0.64 2.65 3.58 18.77
Disposals during the period - ( 0.13) - - (0.13)
Exchange differences on translation of foreign operations - - - - -
As at 30 June 2025 137.34 3.29 30.38 62.62 233.63
Net carrying value
As at 31 March 2023 163.38 6.27 21.96 24.65 216.26
As at 31 March 2024 161.53 13.09 22.29 22.26 219.17
As at 30 June 2024 152.28 12.72 21.66 21.57 208.22
As at 31 March 2025 117.52 16.48 33.81 19.31 187.12
As at 30 June 2025 105.62 16.09 31.80 19.40 172.91
Notes:
(i) The Group does not own any immovable property.
(ii) The Group has not revalued its property, plant and equipment.
(iii) For details of contractual commitment with respect to property, plant and equipment refer note 34.
(iv) Duringtheyearended 31 March2023, theHoldingCompanyhasreviewed thedepreciationmethod ofpropertyplantand equipmentand changedthemethodof
depreciationfromwrittendownvaluetostraightlinemethodasitcloselyreflectstheexpectedpatternoftheconsumptionofthefutureeconomicbenefitsembodiedinthe
asset.
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
(Decrease) in depreciation expense (13.35) (9.52) (38.08) (1.12) (40.82)
293Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
4 Right-of-use assets
Particulars Buildings Motor Vehicle Total
Gross carrying value
As at 01 April 2022 198.68 - 198.68
Additions during the year 125.50 4 .81 130.31
Derecognition during the year (29.17) - (29.17)
Exchange differences on translation of foreign operations 0 .40 - 0.40
As at 31 March 2023 295.41 4 .81 300.22
As at 01 April 2023 295.41 4 .81 300.22
Additions during the year 199.58 3 .13 202.71
Derecognition during the year (41.97) - (41.97)
Exchange differences on translation of foreign operations (0.07) - (0.07)
As at 31 March 2024 452.95 7 .94 460.89
Additions during the period - - -
Derecognition during the period (4.87) - (4.87)
Exchange differences on translation of foreign operations - - -
As at 30 June 2024 448.08 7 .94 456.02
As at 01 April 2024 452.95 7 .94 460.89
Additions during the year 4 .50 - 4.50
Derecognition during the year ( 4.87) - (4.87)
Exchange differences on translation of foreign operations ( 0.07) - (0.07)
As at 31 March 2025 452.51 7 .94 460.45
Additions during the period - - -
Derecognition during the period - - -
Exchange differences on translation of foreign operations - - -
As at 30 June 2025 452.51 7 .94 460.45
Accumulated depreciation
As at 01 April 2022 6 4.07 - 64.07
Depreciation for the year 6 5.97 0 .20 66.17
Derecognition during the year (16.45) - (16.45)
Exchange differences on translation of foreign operations (0.19) - (0.19)
As at 31 March 2023 113.40 0 .20 113.60
As at 1 April 2023 113.40 0 .20 113.60
Depreciation for the year 9 5.71 3 .05 98.76
Derecognition during the year (31.90) - (31.90)
Exchange differences on translation of foreign operations 0 .02 - 0.02
As at 31 March 2024 177.23 3 .25 180.48
Depreciation for the period 2 3.53 0 .99 24.52
Derecognition during the period (3.31) - (3.31)
Exchange differences on translation of foreign operations - - -
As at 30 June 2024 197.45 4 .24 201.69
As at 1 April 2024 177.23 3 .25 180.48
Depreciation for the year 9 4.17 3 .77 97.94
Derecognition during the year ( 3.31) - (3.31)
Exchange differences on translation of foreign operations ( 0.07) - (0.07)
As at 31 March 2025 268.02 7 .02 275.04
Depreciation for the period 2 2.64 0 .39 23.03
Derecognition during the period - - -
Exchange differences on translation of foreign operations - - -
As at 30 June 2025 290.66 7 .41 298.07
Net carrying value
As at 31 March 2023 182.01 4 .61 186.62
As at 31 March 2024 275.72 4 .69 280.41
As at 30 June 2024 250.63 3 .70 254.33
As at 31 March 2025 184.49 0 .92 185.41
As at 30 June 2025 161.85 0 .53 162.38
Notes:
(i) TheHoldingCompanyhasleasecontractsforpremisesobtainedforwarehousingandofficepurposes.Leasesofpremisesgenerallyhaveleasetermsbetween2and5years.
The Holding Company's obligations under its leases are secured by the lessor’s title to the leased assets.
(ii) Refer note 19 for disclosures pertaining to lease liabilities.
(iii) The amounts recognised in Restated Consolidated Statement of Profit and Loss:
Three months endedThree months ended Year ended Year ended Year ended
Particulars
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Depreciation expenses of right of use assets (refer note 30) 2 3.03 2 4.52 97.94 98.76 66.17
Interest expenses on lease liabilities (refer note 19(i) and 29) 4 .27 5 .94 21.50 24.66 12.92
Expenses relating to short term leases (refer note 31) 6 .29 4 .78 6.56 12.82 28.64
(iv) Amounts recognised in Restated Consolidated Statement of Cash Flows
Three months endedThree months ended Year ended Year ended Year ended
Particulars
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Total cash outflow for leases - Principal (21.56) (20.59) ( 85.02) ( 87.74) (53.98)
Total cash outflow for leases - Interest (4.27) (5.94) ( 21.50) ( 24.66) (12.92)
(v) The lease agreements for immovable properties where the Group is the lessee are duly executed in favour of the Group.
(vi) The Group has not revalued its Right-of-use assets.
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294Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
5 (A)Goodwill and Other Intangible Assets
Patent and
Particulars Brands Software Trademarks Total Goodwill
Gross carrying value
Restated balance as at 01 April 2022* 8 4.46 8 0.76 1,001.11 1,166.33 1,809.72
Additions during the year - 357.02 2.29 359.31 -
Restated Exchange differences on translation of foreign operations* - 0.32 83.24 83.56 147.18
Restated balance as at 31 March 2023* 8 4.46 438.10 1,086.64 1,609.20 1,956.90
Restated balance as at 1 April 2023* 8 4.46 438.10 1,086.64 1,609.20 1,956.90
Additions during the year - 163.32 1.51 164.83 -
Restated Exchange differences on translation of foreign operations* - 0.49 15.38 15.87 27.00
Restated balance as at 31 March 2024* 8 4.46 601.91 1,103.53 1,789.90 1,983.90
Additions during the period - - 0.13 0.13 -
Exchange differences on translation of foreign operations - - 1.03 1.03 1.85
As at 30 June 2024 8 4.46 601.91 1,104.69 1,791.06 1,985.75
Restated balance as at 1 April 2024* 8 4.46 601.91 1,103.53 1,789.90 1,983.90
Additions during the year - - 0 .13 0 .13 -
Restated Exchange differences on translation of foreign operations* - - 2 9.11 2 9.11 51.51
Restated balance as at 31 March 2025* 8 4.46 601.91 1,132.77 1,819.14 2,035.41
Additions during the period - - - - -
Exchange differences on translation of foreign operations - - ( 0.50) ( 0.50) (0.87)
As at 30 June 2025 8 4.46 601.91 1,132.27 1,818.64 2,034.54
Accumulated amortisation
As at 01 April 2022 1 2.91 1 .37 1 7.18 31.46 -
Amortisation for the year 5.18 20.99 114.50 140.67 -
Exchange differences on translation of foreign operations - 0.16 9.78 9.94 -
As at 31 March 2023 1 8.09 2 2.52 141.46 182.07 -
As at 1 April 2023 1 8.09 2 2.52 141.46 182.07 -
Amortisation for the year 5.15 66.61 114.74 186.50 -
Exchange differences on translation of foreign operations - 0.21 3.16 3.37 -
As at 31 March 2024 2 3.24 8 9.34 259.36 371.94 -
Amortisation for the period 1.28 26.44 40.20 67.92 -
Exchange differences on translation of foreign operations - ( 0.12) 0.25 0.13 -
As at 30 June 2024 2 4.52 115.66 299.81 439.99 -
As at 1 April 2024 2 3.24 8 9.34 259.36 371.94 -
Amortisation for the year 1 1.74 9 3.29 1 22.82 227.85 -
Impairment during the year 7 .73 - - 7.73
Exchange differences on translation of foreign operations - ( 0.15) 9 .09 8.94 -
As at 31 March 2025 4 2.71 182.48 391.27 616.46 -
Amortisation for the period 1.28 22.49 38.97 62.74 -
Exchange differences on translation of foreign operations - - ( 0.17) ( 0.17) -
As at 30 June 2025 4 3.99 204.97 430.07 679.03 -
Net carrying value
As at 31 March 2023 6 6.37 415.58 945.18 1,427.13 1,956.90
As at 31 March 2024 6 1.22 512.57 844.17 1,417.96 1,983.90
As at 30 June 2024 5 9.94 486.25 804.88 1,351.07 1,985.75
As at 31 March 2025 4 1.75 419.43 741.50 1,202.68 2,035.41
As at 30 June 2025 4 0.47 396.94 702.20 1,139.61 2,034.54
* The numbers have been restated as a part of restatements adjustments for the years ended 31 March 2025, 31 March 2024 and 31 March 2023 (Refer note 52)
(i) Duringtheyearended31March2023,theHoldingCompanyhasreviewedtheamortisationmethodofintangibleassetsandchangedthemethodofamortisationfromwrittendownvaluetostraightline
methodasitcloselyreflectstheexpectedpatternoftheconsumptionofthefutureeconomicbenefitsembodiedintheasset.Thishasresultedinadecreaseinamortisationfortheyearended31March2023
by Rs. 15.31 million.
The effect of these changes on actual and expected amortisation expense is as follows:
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Increase/(Decrease) in amortisation expense (3.91) 3.88 15.50 (71.13) (15.31)
(ii) Kaha Group (refer note 42 A& B) has been identified as a single Cash-Generating Unit (CGU) for the purpose of goodwill allocation.
TheGoodwillofRs.1,783.84million(RestatedtoRs.2034.53millionason30June2025)aroseduringtheyearended31March2022pursuanttotheacquisitionoftheKaHaGroup(refernote42).The
Grouphasperformedanimpairmenttestingofgoodwillwhichisrequiredtobeperformedannually.Aspartoftheimpairmenttest,therecoverableamountisdeterminedbasedonvalue-in-usecalculations,
estimated as the present value of projected future cash flows, which require the use of assumptions.
Key assumptions used in calculating the discounted cash flows
Particulars Singapore Operations
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Discount rate 12.08% 10.00% 12.08% 10.00% 11.00%
Average annual revenue growth rates 15%-31% 15.00% 15%-31% 15.00% 10.00%
Long - Term sustainable growth rates 3.00% 3.00% 3.00% 3.00% 3.00%
Operating margins 9% to 48% 14% to 38% 9% to 48% 14% to 38% 27.00%
The discount rate was a post-tax measure estimated based on the historical industry average weighted-average cost of capital.
The cash flow projections for the CGU included specific estimates for 5 years and a terminal growth rate thereafter. The terminal growth rate was determined based on management’s estimate of the long-
term compounded annual EBITDA growth rate.
Financial forecasts was prepared taking into account past experience and the Group's future business plans.
Management has identified that a reasonably possible change in two key assumptions could cause the carrying amount to exceed the recoverable amount. The following table shows the amount by which
these two assumptions would need to change individually for the estimated recoverable amount to be equal to the carrying amount.
Particulars Singapore Operations - Change required for carrying amount to equal recoverable amount
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Discount rate 2.00% 0.10% 2.00% 0.10% 0.35%
Long - Term sustainable growth rates -2.00% -0.10% -2.00% -0.10% -0.50%
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295Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
5(B)Intangible assets under development
Particulars Intangible assets
under
development
Gross carrying value
As at 01 April 2022 144.98
Additions during the year 241.93
Capitalised during the year (304.40)
As at 31 March 2023 82.51
As at 1 April 2023 82.51
Additions during the year 65.95
Capitalised during the year (148.46)
As at 31 March 2024 -
Additions during the period -
Capitalised during the period -
As at 30 June 2024 -
As at 1 April 2024 -
Additions during the year 22.43
Capitalised during the year -
As at 31 March 2025 22.43
Additions during the period 13.87
Capitalised during the period -
As at 30 June 2025 36.30
Intangible assets under development above includes development of accounting software and modules.
I. Ageing of Intangible assets under development
Amount in Intangibles under development for a period of
As at 30 June 2025 Less than 1 year 1 - 2 years 2 - 3 years More than 3 years Total
Projects in progress 13.87 22.43 - - 36.30
Projects temporarily suspended - - - - -
Total 1 3.87 2 2.43 - - 36.30
I. Ageing of Intangible assets under development
Amount in Intangibles under development for a period of
As at 31 March 2025 Less than 1 year 1 - 2 years 2 - 3 years More than 3 years Total
Projects in progress 22.43 - - - 22.43
Projects temporarily suspended - - - - -
Total 2 2.43 - - - 22.43
Amount in Intangibles under development for a period of
As at 30 June 2024 Less than 1 year 1 - 2 years 2 - 3 years More than 3 years Total
Projects in progress - - - - -
Projects temporarily suspended - - - - -
Total - - - - -
Amount in Intangibles under development for a period of
As at 31 March 2024 Less than 1 year 1 - 2 years 2 - 3 years More than 3 years Total
Projects in progress - - - - -
Projects temporarily suspended - - - - -
Total - - - - -
Amount in Intangibles under development for a period of
As at 31 March 2023 Less than 1 year 1 - 2 years 2 - 3 years More than 3 years Total
Projects in progress 82.51 - - - 82.51
Projects temporarily suspended - - - - -
Total 8 2.51 - - - 82.51
II. For Intangible assets under development, none of the assets are overdue for completion or has exceeded its cost compared to its original plan.
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296Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
6 Investments accounted for using the equity method
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Non-Current
Unquoted
Interests in associate
Investment in equity & preference shares of associate
Nil equity shares of Kimirica Lifestyle Private Limited (Associate company) having face value Rs 10 each, fully paid up (at cost) (31 March - 2 9.99 - 2 9.99 29.99
2025: Nil, 30 June 2024: 476 , 31 March 2024 : 476, 31 March 2023 : 476).
(Refer note 41)
Nil,0.01%NonCumulativeCompulsorilyConvertiblePreferenceSharesofKimiricaLifestylePrivateLimited(Associatecompany)having - 270.02 - 270.02 270.02
face value Rs 10 each, fully paid up (at cost) (31 March 2025 : Nil , 30 June 2024: 4286, 31 March 2024 : 4,286, 31 March 2023 : 4,286)
(Refer note 41)
Less: Share of net (loss) of equity accounted investees (net of income tax) from date of acquisition - ( 85.62) - (80.02) (47.92)
Interests in joint venture
21,550,000equitysharesofCalifonixTechandManufacturingPrivateLtd.(JVwithDixonTechnologiesLimited)havingfacevalueofRs.10 215.50 215.50 215.50 215.50 50.50
each, fully paid up (31 March 2025 : 21,550,000, 30 June 2024: 21,550,000, 31 March 2024 : 21,550,000, 31 March 2023 : 5,050,000)
Add: Share of net profit/(loss) of equity accounted investees (net of income tax) from date of acquisition 130.59 72.56 1 37.10 4 4.71 (7.30)
Less: Dividend received from equity accounted investees from date of acquisition ( 30.00) - ( 30.00) - -
Total 316.09 502.45 322.60 480.20 295.29
Disclosure Of Joint Venture And Associate
Name of the entity Kimirica Lifestyle Califonix Tech and
Private Limited Manufacturing Private
Limited
Place of Business India India
% of ownership interest as of 30 June 2025 NA 50.00%
% of ownership interest as of 31 March 2025 NA 50.00%
% of ownership interest as of 30 June 2024 33.33% 50.00%
% of ownership interest as of 31 March 2024 33.33% 50.00%
% of ownership interest as of 31 March 2023 33.33% 50.00%
Relationship Associate* Joint Venture
Accounting method Equity Method Equity Method
Carrying Amounts as at 30 June 2025 NA 316.09
Carrying Amounts as at 31 March 2025 NA 322.60
Carrying Amounts as at 30 June 2024 214.39 288.06
Carrying Amounts as at 31 March 2024 219.99 260.21
Carrying Amounts as at 31 March 2023 252.09 43.20
*upto 15 January 2025
A Summary financial information of Califonix Tech and Manufacturing Private Limited not adjusted for the percentage ownership held by the Group is as follows:
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Ownership 50.00% 50.00% 50% 50% 50%
Cash and cash equivalent 112.49 81.07 21.14 73.03 39.42
Other current assets 1316.66 893.33 1,085.68 370.35 4.98
Total current assets 1429.15 974.40 1,106.82 443.38 44.40
Total non-current assets 676.67 616.05 638.72 629.27 320.86
Total Assets 2,105.82 1,590.44 1,745.54 1,072.65 365.26
Current liabilities:
Financial liabilities (excluding trade payables and provisions) 89.33 52.64 33.03 14.72 9.36
Other liabilities 1072.85 707.12 826.15 278.81 6.35
Total current liabilities 1,162.18 759.76 859.17 293.53 15.71
Total non current liabilities 243.36 254.56 241.16 258.70 263.16
Total Liabilities 1,405.54 1,014.32 1,100.33 552.23 278.87
Net Assets 700.28 576.12 645.21 520.42 86.39
Groups' share of net assets 350.14 288.06 322.60 260.21 43.20
Carrying amount of interest in joint venture 316.09 288.06 322.60 260.21 43.20
Particulars For the period ended For the period ended For the year ended For the year ended For the year ended
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Revenues 1747.71 1432.82 7,321.33 4,254.31 0.06
Other Income 0.10 - - - -
Cost of good sold 1480.41 - - - -
Depreciation and amortisation 37.18 29.83 144.56 88.84 6.87
Interest expense (net) 5.03 5.25 20.56 20.77 5.38
Other expenses 157.91 1329.04 6,935.49 4,037.10 2.41
Profit before tax 67.28 68.70 220.71 129.93 (14.60)
Profit after tax 55.58 55.70 183.23 107.60 (14.60)
Other comprehensive income (0.50) - 1.55 (3.57) -
Total comprehensive income 55.08 55.70 184.79 104.03 (14.60)
Group's share of profit 27.54 27.85 92.39 52.01 (7.30)
297Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
6 Investments accounted for using the equity method (Continued)
B Summary financial information of Kimirica Lifestyle Private Limited not adjusted for the percentage ownership held by the Group is as follows:
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Ownership NA 33.33% NA 33.33% 33.33%
Cash and cash equivalent NA 17.04 NA 8.31 9.16
Other current assets NA 95.71 NA 109.47 113.55
Total current assets NA 112.75 NA 117.78 122.71
Total non-current assets NA 93.69 NA 123.23 175.63
Total Assets NA 206.45 NA 241.01 298.34
Total liabilities:
Total current liabilities NA 175.06 NA 183.94 101.20
Total non current liabilities NA 2.85 NA 21.09 64.63
Total Liabilities NA 177.91 NA 205.03 165.83
Net Assets NA 28.54 NA 35.98 132.51
Groups' share of net assets NA 9.51 NA 11.99 44.16
Carrying amount of interest in associate NA 214.39 NA 219.99 252.09
Particulars For the period ended For the period ended For the year ended For the year ended For the year ended
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Revenue NA 58.17 257.02 274.48 168.46
Loss before tax NA (16.79) (25.79) (96.53) 172.55
Loss after tax NA (16.79) (18.02) (67.56) (122.78)
Other comprehensive income NA - - 0.23 0.02
Total comprehensive loss NA (16.79) (18.02) (67.33) (122.76)
Group's share of profit/(loss) NA (5.60) (6.01) (22.44) (40.92)
Note:
(i) The investment in 4,286, non cumulative compulsorily convertible preference shares ("CCPS") are convertible into equity shares in a ratio of 1:1 at any point of time at the option of the Holding Company by giving 15 days notice. In case the preference shares are not
converted prior to 20 years from the date of issue, the same shall automatically get converted to equity shares immediately upon expiry of 20 (twenty) years from the date of issuance. Accordingly, the investment in the CCPS of the associate company are in terms of the
commercial substance akin to the investment in the equity shares of the associate.
(ii) During the year ended 31 March 2025, the equity as well as preferance shares held in Kimirica has been sold. Refer note 41 for further details.
(iii)Investments in the associate company are tested for impairment in accordance with Ind AS 36 - Impairment of Assets. The carrying amount of the investment is tested for impairment by comparing its recoverable amount with its carrying amount. Based on the future
operating cash flows and profitability of the associate company, the Group is certain that no impairment provision is required in the current period on the carrying amount of investment as at 30 June 2025. The Group will continue to monitor the same in the coming
years and will assess the position of its value of investments at each balance sheet date.
(iv)During the year 31 March 2023, the Holding Company in partnership with Dixon Technologies Ltd. formed a Joint Venture “Califonix Tech and Manufacturing Private Limited” on 50:50 profit sharing basis. The JV was formed to leverage the manufacturing and
product design, backward integration and R&D capabilities held by each of the partner. Accordingly, the Holding Company made initial investment of Rs.50.5 million for 5,050,000 equity shares of face value of Rs.10 each in 2022-23 and additional investment of Rs.
165 million for 16,500,000 equity shares in year ending 31 March 2024.
(v) The Group has complied with the requirements of the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
(vi)Refer note 35 - Financial instruments, fair values and risk measurement for fair valuation methodology.
7 Investments
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Non-Current
Investments measured at fair value through profit or loss (Quoted)
Investments in Mutual Funds * - - - - 8.14
Total - - - - 8.14
Current
Investments measured at fair value through profit or loss (Quoted)
Investments in Mutual Funds - - 831.95 - -
Total - - 831.95 - -
Details of aggregate amount of quoted, unquoted and impairment of investments:
Aggregate amount of quoted investments (at cost) - - 829.96 - 6.03
Market value of quoted investments - - 831.95 - 8.14
Aggregate amount of unquoted investments 215.50 515.51 215.50 - -
* Mutual funds are provided as lien against Citibank cash credit facility (refer note 18 (iii))
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298Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
8 Other financial assets
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Non-Current
Unsecured, considered good unless otherwise stated
Security deposits 135.31 41.62 3 8.51 4 2.37 51.31
Bank deposits with original maturity of more than 12 months and remaining maturity of more than 12 months - - - - 215.00
Total 1 35.31 41.62 3 8.51 4 2.37 266.31
Current
Unsecured, considered good unless otherwise stated
Security deposits 26.73 4.52 1 2.88 6 .54 18.60
Less : Allowance for expected credit loss - refer note (iii) below ( 3.31) ( 3.31) (3.31) (3.31) (3.31)
Bank deposits with original maturity of more than 12 months but remaining maturity of less than 12 months - 10.00 - 135.00 -
Others (including interest receivable and IPO expenses) - refer note (iv) below and note 37(G) 131.71 28.82 123.47 25.83 101.48
Derivatives
Forward exchange contracts used for hedging 1.30 - - - -
Total 1 56.43 40.03 133.04 164.06 116.77
(i) Details of lien against bank deposits:
Security lien towards ICICI cash credit facility, Bank guarantee and working capital demand loan - 1 0.00 - 6 0.00 140.00
Security lien towards Axis cash credit facility and working capital demand loan - - - 7 5.00 75.00
- 10.00 - 135.00 215.00
(ii) The movement in allowance for interest receivable on trade advance is as follows:
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Balance as at beginning of the year - - - - 1.77
Change in allowance during the year - - - - -
Written off during the year - - - - (1.77)
Balance as at the end of the year - - - - -
Notes
(iii)The Subsidiary Company had advanced Rs. 4.05 million in 2019-20 in accordance with the lease agreement executed for rental premises. The Subsidiary Company had vacated the premises and terminated the lease in April 2020 on account of invocation of force
majeure clause invoked due to COVID 2019 lockdown. The Security Deposit was recoverable to the extent of Rs. 3.31 million in April 2020, after adjustment of rent, etc. However the lessor has not refunded the same. Thus, though the efforts are being made to recover
the amount due to the extent of Rs. 3.31 million in April 2020, after adjustment of rent, etc. the management has decided to make a provision for doubtful debts amounting to Rs. 3.31 million.
(iv)During the period ended 30 June 2025, of the said amount the Holding Company has provided for the Initial Public Offering ("IPO") expenses of INR 163.50 millions (March 2025: INR 155.43 millions). The same has been apportioned on the pro rata basis towards
proposed offer for sale and new issue of shares. Accordingly, Other receivables includes amount of INR 109.00 millions (March 2025: INR103.62 millions) expected to be recovered by the Holding Company from the selling shareholders for offer for sale and balance
amount of INR 54.50 millions (March 2025: INR 51.81millions) for new public issue is appropriated towards balance in securities premium account in accordance with section 52(2)(c) of the Companies Act, 2013.
(v) Refer note 35 - Financial instruments, fair values and risk measurement
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299Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
9 Income Taxes
A. Components of Tax expenses/(credit)
Particulars Year ended Year ended Year ended Year ended Year ended
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
I. Tax expense recognised in Profit and Loss
Current Tax Expense
Current tax on profits for the year 81.58 0.54 4.32 6.84 6.40
Total Current Tax Expense 81.58 0.54 4.32 6.84 6.40
Deferred Tax Expense/(Credit)
Attributable to :
Origination and reversal of temporary differences (1.36) (106.93) 131.90 (172.53) (348.98)
Total Deferred Tax Expense/(Credit) (1.36) (106.93) 131.90 (172.53) (348.98)
Tax expense/(credit) recognised in profit and loss 8 0.22 (106.39) 136.22 (165.69) (342.58)
II. Tax expense recognised in Other Comprehensive Income
Deferred Tax Expense/(Credit)
Items that will not be reclassified to profit or loss
Net (loss)/gain on remeasurements of defined benefit plans 1.05 (0.02) 0.15 (1.09) (0.04)
Income tax expenses recognised in Other Comprehensive Income 1.05 (0.02) 0.15 (1.09) (0.04)
B. Reconciliation of Effective Tax Rate
The reconciliation between the statutory income tax rate applicable to the Group and the effective income tax rate of the Group is as follows:
Particulars Year ended Year ended Year ended Year ended Year ended
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Weighted Average Statutory income tax rate applicable to 25.17% 25.17% 25.17% 25.17% 25.17%
group for the year
Tax effect of:
Expenses not deductible for tax purposes 0.14% -1.04% 0.96% -0.87% 0.32%
Recognition of previously unrecognised tax losses 0.00% 0.00% 0.00% -0.04% 0.07%
Impact of adjustments for the current tax of prior periods -0.05% 8.53% -3.28% 0.00% 0.00%
Deferred tax asset not recognised for share of profits in relation to associate and -2.27% 1.31% -5.80% 2.03% -2.95%
joint venture
Others* 4.33% -8.46% 1.19% -9.08% -1.69%
Effective tax rate 27.31% 25.51% 18.24% 17.21% 20.92%
*Majorly includes impact of deferred tax not created on losses of subsidiary companies.
C. Deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
As at As at As at As at As at
Particulars
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Deferred Tax Assets
Property, plant and equipment 7.03 (3.70) 2.78 - -
Lease liabilities 4 3.25 6 2.25 4 8.09 6 6.97 45.24
Provisions for employee benefits 1 8.44 1 2.45 1 5.46 1 1.54 9.28
Loss allowance 1 42.64 1 26.85 1 49.44 9 6.18 85.67
Tax-loss carry forwards 9 5.61 4 35.20 1 21.23 4 19.74 265.74
Investments measured at FVTPL and Derivative Liability - - 3.15 - -
Security deposits 1.19 1.86 1.35 - -
Fair value through profit and loss (CCPS) 1 1.70 - 1 1.70 - -
Others 7 5.40 3 7.08 5 0.81 3 4.29 24.62
Total Deferred Tax Assets (A) 3 95.26 6 71.99 4 04.01 6 28.72 430.55
Deferred Tax Liabilities
Property, plant and equipment - - - (11.97) (9.88)
Right-of-use assets (36.23) (56.32) (41.14) (61.68) (37.48)
Investments measured at FVTPL* - - - - (0.53)
Business Combination (101.02) (121.72) (107.60) (166.89) (166.89)
Derivative Assets (0.33) - - - -
Total Deferred Tax Liabilities (B) (137.58) (178.04) (148.74) (241.70) (214.97)
Net Deferred Tax Assets / (Liabilities) (A-B) 2 57.68 4 93.95 2 55.27 3 87.02 215.58
*Pertains to investment in mutual funds
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300Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
9 Income Taxes
9 Income Taxes (Continued)
(i) Movements in Deferred Tax Assets / (Liabilities)
Opening Recognised Recognised Pursuant to Business Recognised Closing
Movements during the year ended balance as on 01 in profit and loss (net) in other Combination directly in equity balance as on 30 June
30 June 2025 April 2025 comprehensive 2025
income (net)
Deferred Tax Assets
Property, plant and equipment 2.78 4.25 - - - 7.03
Lease liabilities 48.09 (4.84) - - - 43.25
Provisions for employee benefits 15.46 1.93 1.05 - - 18.44
Loss allowance 149.44 (6.80) - - - 142.64
Tax-loss carry forwards 121.23 (25.62) - - - 95.61
Investments measured at FVTPL and Derivative Liability 3.15 (3.15) - - - -
Security deposits 1.35 (0.16) - - - 1.19
Fair value through profit and loss (CCPS) 11.70 - - - - 11.70
Others 50.81 2 4.59 - - - 75.40
Deferred Tax Liabilities
Right-of-use assets ( 41.14) 4.91 - - - (36.23)
Security deposits - - - - - -
Business Combination ( 107.60) 6.58 - - - (101.02)
Derivative Assets - (0.33) - - - (0.33)
Total 255.27 1.36 1.05 - - 257.68
Net deferred tax assets as at 30 June 2025 358.70
Net deferred tax liabilities as at 30 June 2025 (101.02)
Net closing balance as on 30 June 2025 257.68
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable
entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
Opening Recognised Recognised Pursuant to Business Recognised Closing
Movements during the year ended balance as on 01 in profit and loss (net) in other Combination directly in equity balance as on 31
31 March 2025 April 2024 comprehensive March 2025
income (net)
Deferred Tax Assets
Property, plant and equipment ( 11.97) 1 4.75 - - - 2.78
Lease liabilities 66.98 ( 18.89) - - - 48.09
Provisions for employee benefits 11.54 3 .77 0.15 - - 15.46
Loss allowance 96.18 5 3.26 - - - 149.44
Tax-loss carry forwards 419.74 ( 298.51) - - - 121.23
Investments measured at FVTPL and Derivative Liability - 3 .15 - - - 3.15
Security deposits (1.16) 2 .51 - - - 1.35
Fair value through profit and loss (CCPS) - 1 1.70 - - - 11.70
Others 34.28 1 6.53 - - - 50.81
Deferred Tax Liabilities
Right-of-use assets ( 61.68) 2 0.54 - - - (41.14)
Business Combination ( 166.89) 5 9.29 - - - (107.60)
Total 387.02 (131.90) 0.15 - - 255.27
Net deferred tax assets as at 31 March 2025 362.87
Net deferred tax liabilities as at 31 March 2025 (107.60)
Net closing balance as on 31 March 2025 255.27
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable
entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
Opening Recognised Recognised Pursuant to Business Recognised Closing
Movements during the year ended balance as on 01 in profit and loss (net) in other Combination directly in equity balance as on 30 June
30 June 2024 April 2024 comprehensive 2024
income (net)
Deferred Tax Assets
Property, plant and equipment ( 11.97) 8.27 - - - (3.70)
Lease liabilities 66.98 (4.73) - - - 62.25
Provisions for employee benefits 11.54 0 .93 (0.02) - - 12.45
Loss allowance 96.18 3 0.67 - - - 126.85
Tax-loss carry forwards 419.74 1 5.46 - - - 435.20
Investments measured at FVTPL and Derivative Liability - - - - - -
Security deposits (1.16) 3.02 - - - 1.86
Fair value through profit and loss (CCPS) - - - - - -
Others 34.28 2 .80 - - - 37.08
Deferred Tax Liabilities
Right-of-use assets ( 61.68) 5.36 - - - (56.32)
Business Combination (166.89) 4 5.17 - - - (121.72)
Total 387.02 1 06.95 (0.02) - - 493.95
Net deferred tax assets as at 30 June 2024 615.67
Net deferred tax liabilities as at 30 June 2024 (121.72)
Net closing balance as on 30 June 2024 493.95
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable
entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
301Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
9 Income Taxes
Movements in Deferred Tax Assets / (Liabilities) (continued)
Opening Recognised Recognised Pursuant to Business Recognised Closing
Movements during the year ended balance as on 01 in profit and loss (net) in other Combination directly in equity balance as on 31
31 March 2024 April 2023 comprehensive March 2024
income (net)
Deferred Tax Assets
Lease liabilities 45.24 2 1.74 - - - 66.98
Provisions for employee benefits 9.28 3.35 (1.09) - - 11.54
Loss allowance 85.67 1 0.51 - - - 96.18
Tax-loss carry forwards 265.74 1 54.00 - - - 419.74
Others 24.62 9.66 - - - 34.28
Deferred Tax Liabilities
Property, plant and equipment (9.88) (2.09) - - - (11.97)
Right-of-use assets ( 37.48) (24.20) - - - (61.68)
Investments measured at FVTPL* (0.53) 0.53 - - - -
Business Combination (166.89) - - - - (166.89)
Security deposits (0.19) (0.97) - - - (1.16)
Total 215.58 1 72.53 (1.09) - - 387.02
Net deferred tax assets as at 31 March 2024 553.91
Net deferred tax liabilities as at 31 March 2024 (166.89)
Net closing balance as on 31 March 2024 387.02
*Pertains to investment in mutual funds
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable
entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
9 Income Taxes (Continued)
Opening Recognised Recognised Pursuant to Business Recognised Closing
Movements during the year ended balance as on 01 in profit and loss (net) in other Combination directly in equity balance as on 31
31 March 2023 April 2022 comprehensive March 2023
income (net)
Deferred Tax Assets
Lease liabilities 34.14 1 1.10 - - - 45.24
Provisions for employee benefits 7.78 1.54 (0.04) - - 9.28
Loss allowance 25.58 6 0.09 - - - 85.67
Tax-loss carry forwards - 2 65.74 - - - 265.74
Others 0.09 2 4.53 - - - 24.62
Deferred Tax Liabilities
Property, plant and equipment 0.25 (10.13) - - - (9.88)
Right-of-use assets ( 32.81) (4.67) - - - (37.48)
Investments measured at FVTPL* (0.76) 0.23 - - - (0.53)
Business Combination ( 166.89) - - - - (166.89)
Security deposits (0.72) 0.53 - - - (0.19)
Total ( 133.34) 3 48.96 (0.04) - - 215.58
Net deferred tax assets as at 31 March 2023 382.47
Net deferred tax liabilities as at 31 March 2023 (166.89)
Net closing balance as on 31 March 2023 215.58
*Pertains to investment in mutual funds
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable
entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
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302Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
9 Income Taxes
D. Tax assets and liabilities
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Non-Current tax assets (net)
Advance tax and tax deducted at source, net of provision for tax Rs. 592.19 (31 47.84 124.94 123.75 220.11 179.70
March 2025: Rs. 510.61, 30 June 2024: Rs. 507.48 ,31 March 2024 : Rs.
512.95, 31 March 2023 : 852.80)
The Group has not surrendered or disclosed any income in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). Accordingly, there are
no transaction which are not recorded in the books of accounts.
E. Business loss/Unabsorbed depreciation of the Holding Company can be carried forward as per table mentioned below:*
Loss for the year ended Head Amount (Rs. In Utilised Amount Balance amount Carried forward till
millions) (Rs. In millions) carried forward
As at 30 June 2025
31 March 2024 Business Loss 444.77 234.16 210.61 31-03-2032
31 March 2024 Unabsorbed depreciation 167.04 - 167.04 Indefinite period
Loss for the year ended Head Amount (Rs. In Utilised Amount Balance amount Carried forward till
millions) (Rs. In millions) carried forward
As at 30 June 2025
31 March 2023 Business Loss 963.31 963.31 - 31-03-2031
31 March 2023 Unabsorbed depreciation 9 0.26 90.26 - Indefinite period
31 March 2023 Capital loss 2 .21 - 2.21 31-03-2031
Loss for the year ended Head Amount (Rs. In Utilised Amount Balance amount Carried forward till
millions) (Rs. In millions) carried forward
As at 31 March 2025
31 March 2024 Business Loss 444.77 132.40 312.37 31-03-2032
31 March 2024 Unabsorbed depreciation 167.04 - 167.04 Indefinite period
Loss for the year ended Head Amount (Rs. In Utilised Amount Balance amount Carried forward till
millions) (Rs. In millions) carried forward
As at 31 March 2025
31 March 2023 Business Loss 963.31 963.31 - 31-03-2031
31 March 2023 Unabsorbed depreciation 9 0.26 90.26 - Indefinite period
31 March 2023 Capital loss 2 .21 - 2.21 31-03-2031
*Note:
1. During three months period ended 30 June 2024 and year ended 31 March 2024 and 31 March 2023 the Holding Company has incurred losses and the Holding Company is reasonably certain that the above losses will be set off against
the profits of the coming years. Based on the future projections and profitability, the Holding Company has created Deferred Tax asset on the carried forward losses, unabsorbed depreciation and capital loss.
2#. As at 30 June 2025, the Group has not recognised deferred tax asset on the losses of subsidiary companies Rs. 1,611.97 Million (31 March 2025: Rs.1,559.06 million, 30 June 2024: Rs. 1,565.24 million, 31 March 2024: Rs. 1,478.49
Million, 31 March 2023: Rs. 1,254.51 Million) on account of uncertainty in generating future taxable profits.
Further, the Holding Company has not created Deferred Tax Asset on capital loss in relation to sale of Investments ( 31 March 2025: Nil, 30 June 2024: Rs. Nil, 31 March 2024: Nil , 31 March 2023: Rs. 50.00 Million) on account of
uncertainty in generating future taxable profits.
# The Group has quantified the "Deferred tax asset on the Business losses and capital losses of subsidiary companies" as a part of restatement adjustments for the year ended 31 March 2024 and 31 March 2023. (Refer Note 52)
3. The Holding Company has not recognised tax impact on exchange gains / losses on translation of foreign operations in other comprehensive income as the Holding Company has determined that those entities will not be disposed-
off / profits will not be distributed in the foreseeable future.
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303Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
10 Other assets
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Non-Current
Unsecured, considered good unless otherwise stated
Balances with Government Authorities 3.73 3 .22 3 .51 3 .40 2.69
3.73 3.22 3.51 3.40 2.69
Current
Unsecured, considered good unless otherwise stated
Advances to suppliers # 1 ,132.67 1 ,996.47 1 ,210.81 1,839.41 3,840.43
Less: Allowances for credit impaired advances ( 291.83) ( 306.90) ( 295.59) (150.00) (46.00)
840.84 1,689.57 915.22 1,689.41 3,794.43
Return asset* 276.00 3 74.70 3 30.00 335.80 273.57
Prepaid Expenses 73.79 3 8.79 5 4.21 57.35 38.38
Insurance claim receivable 41.00 - - - -
Balances with Government Authorities
- Goods and Services Tax credit receivable 719.21 1 ,034.26 7 85.25 1,548.19 1,629.36
- Custom Duty 93.65 6 1.51 1 4.97 1.35 52.39
- Sales Tax/ Value Added Tax 0.03 0 .03 0 .03 0.03 11.41
Total 2,044.52 3,198.86 2,099.68 3,632.13 5,799.54
* Return Asset: Customers of the Holding Company have right to return in case of any defects or on grounds of quality. The Holding Company uses expected value method to estimate the goods that will be returned. For goods that are expected to be returned, instead of revenue
proceeds, the Holding Company recognise a refund liability.
(i) There are no advances in the nature of loans to promoters, directors, KMPs or related parties (as defined under Companies Act, 2013) either severally or jointly with any other person, that are:
(a) repayable on demand; or
(b) without specifying any terms or period of repayment.
# Advance to Vendors as at 30 June 2025 includes $2.73 Mn (31 March 2025: $2.50 million, 30 June 2024:$2.91 million, 31 March, 2024: $2.98 Mn, 31 March 2023: $2.11 Mn) advanced to foreign vendors for raw materials, outstanding for more than six months which has
been provided for in the company's books due to non-receipt of materials or repatriation. This results in non-compliance with the Master Circulars issued by the Reserve Bank of India with respect to prescribed timelines for receipt of goods against the advances given or
remittance of moneys back into India. Out of the total outstanding advances mentioned above, the management has already written to its AD Banker for permission to write-off of $ 1.90 Million (31 March 2025: $1.9 million, 30 June 2024: $1.9 million, 31 March 2024 and 31
March 2023: Nil) and is reasonably confident of obtaining the approval from the competent authorities and believes that the approval for an extension of time is only a procedural matter and any fees/penalties in relation to obtaining such a condonation will not be material.
As a matter of abundant caution, the Holding Company has created a provision of Rs. 19.90 million (30 June 2024: Rs.14.50 million) for the anticipated penalty in the financial statements, (included in “ Other Expenses”).
#The amount of $2.98 Mn has been disclosed as part of restatement adjustment for the year ended 31 March, 2024 and 31 March 2023. Refer Note 52.
11 INVENTORIES
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Stock-in-trade 4 ,486.60 3 ,768.20 3,258.12 4,310.06 4,701.75
Total 4,486.60 3,768.20 3,258.12 4,310.06 4,701.75
(i) Inventory includes goods in transit Rs. 831.56 million (31 March 2025: Rs.236.19 million, 30 June 2024: Rs. 483.67 million, 31 March 2024: Rs. 53.92 million, 31 March 2023: Rs. 326.20 million).
(ii) Value of provisions for slow-moving and obsolete items of Rs.585.72 million (31 March 2025: Rs. 550.56 million, 30 June 2024: Rs. 419.59 million 31 March 2024: Rs. 1,120.74 million, 31 March 2023: Rs. 335.86 million). Additionally, the inventories of finished goods have
been reduced by Rs. 6.97 million (31 March 2025: Rs.41.93 million, 30 June 2024: Rs. 430.76 million 31 March 2024: Rs. 55.00 million, 31 March 2023: Rs. 81.55 millions) as a result of write down of inventories to net realisable value.
(iii)The Holding Company has charged off to Statement of Profit and Loss the cost of goods that have been scrapped. Rs. 63.37 million (31 March 2025: Rs. 511.78 million, 30 June 2024: Rs. 365.93 million, 31 March 2024: Rs. 737.27 million, 31 March 2023: Rs. 300.86 million).
(v) The Holding Company has created a charge on its inventories for its borrowings (refer to note 18)
(vi)For method of valuation, refer note 2.3 (f) of material accounting policies
12 Trade receivables
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Unsecured
Trade receivables considered good 3 ,638.28 1 ,947.80 2,785.07 1,728.95 2,952.42
Trade Receivables – credit impaired 11.05 1 1.05 11.05 1 1.05 99.91
Less: Loss allowance (227.79) (197.06) (250.71) (232.04) (294.27)
Total 3 ,421.54 1,761.79 2,545.41 1,507.96 2,758.06
Category wise details of allowance for expected credit loss
Loss allowance for Trade Receivables considered good 216.74 186.01 239.66 220.99 -
Loss allowance for Trade Receivables – credit impaired 11.05 11.05 11.05 11.05 294.27
227.79 197.06 250.71 232.04 294.27
(i) There are no debt which are due by directors or other officers of the Holding Company or any of them either severally or jointly with any other person or debts due by firms or private companies respectively in which any director is a partner or a director or a member.
(ii) Trade receivables from related parties: There are no Trade Receivable from Related Party at the group level.
(iii)The movement in allowance for expected credit loss is as follows:
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Balance as at beginning of the period/ year 250.71 232.04 232.04 294.27 41.49
Change in allowance during the period/year (22.92) ( 34.98) 18.67 (62.23) 252.78
Balance as at the end of the period/year 227.79 197.06 250.71 232.04 294.27
304Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
12 Trade receivables (Continued)
(iv)Ageing for trade receivables from the due date of payment for each of the category is as follows:
Trade receivables ageing schedule Not Due Outstanding for following periods from due date of payment Total
as at 30 June 2025 Less than 6 Months 1 - 2 Years 2 -3 Years More than
6 months to 1 Year 3 Years
(i) Undisputed Trade Receivables - considered good 2849.65 685.40 49.04 50.34 2.69 1.16 3,638.28
(ii) Undisputed Trade Receivables - significant increase in credit risk - - - - - - -
(iii) Undisputed Trade Receivables - credit impaired - - - - - - -
(iv) Disputed Trade Receivables - considered good - - - - - - -
(v) Disputed Trade Receivables - significant increase in credit risk - - - - - - -
(vi) Disputed Trade Receivables - credit impaired - - - - - 11.05 11.05
2,849.65 685.40 49.04 50.34 2.69 1 2.21 3,649.33
Loss allowance (48.15) (65.36) (49.04) (50.34) (2.69) (12.21) (227.79)
2,801.50 620.04 - - - - 3,421.54
Note: There are no unbilled dues as at 30 June 2025
Trade receivables ageing schedule Not Due Outstanding for following periods from due date of payment Total
as at 31 March 2025 Less than 6 Months 1 - 2 Years 2 -3 Years More than
6 months to 1 Year 3 Years
(i) Undisputed Trade Receivables - considered good 1,479.04 1,183.16 43.67 74.84 1.20 3 .16 2,785.07
(ii) Undisputed Trade Receivables - significant increase in credit risk - - - - - - -
(iii) Undisputed Trade Receivables - credit impaired - - - - - - -
(iv) Disputed Trade Receivables - considered good - - - - - - -
(v) Disputed Trade Receivables - significant increase in credit risk - - - - - - -
(vi) Disputed Trade Receivables - credit impaired - - - - - 1 1.05 11.05
1,479.04 1,183.16 43.67 74.84 1.20 1 4.21 2,796.12
Loss allowance (1.65) (125.20) (33.60) (74.84) (1.20) (14.21) (250.71)
1,477.39 1,057.96 10.07 - - - 2,545.41
Note: There are no unbilled dues as at 31 March 2025
Trade receivables ageing schedule Not Due Outstanding for following periods from due date of payment Total
as at 30 June 2024 Less than 6 Months 1 - 2 Years 2 -3 Years More than
6 months to 1 Year 3 Years
(i) Undisputed Trade Receivables - considered good 1364.45 499.60 27.15 52.80 1.37 2.43 1,947.80
(ii) Undisputed Trade Receivables - significant increase in credit risk - - - - - - -
(iii) Undisputed Trade Receivables - credit impaired - - - - - - -
(iv) Disputed Trade Receivables - considered good - - - - - - -
(v) Disputed Trade Receivables - significant increase in credit risk - - - - - - -
(vi) Disputed Trade Receivables - credit impaired - - - - - 11.05 11.05
1,364.45 499.60 27.15 52.80 1.37 1 3.48 1,958.85
Loss allowance ( 2.79) ( 99.47) ( 27.15) ( 52.80) ( 1.37) ( 13.48) (197.06)
1,361.66 400.13 - - - - 1,761.79
Note: There are no unbilled dues as at 30 June 2024
Trade receivables ageing schedule Not Due Outstanding for following periods from due date of payment Total
as at 31 March 2024 Less than 6 Months 1 - 2 Years 2 -3 Years More than
6 months to 1 Year 3 Years
(i) Undisputed Trade Receivables - considered good 1,158.81 400.73 84.12 79.13 3.17 2 .99 1,728.95
(ii) Undisputed Trade Receivables - significant increase in credit risk - - - - - - -
(iii) Undisputed Trade Receivables - credit impaired - - - - - - -
(iv) Disputed Trade Receivables - considered good - - - - - - -
(v) Disputed Trade Receivables - significant increase in credit risk - - - - - - -
(vi) Disputed Trade Receivables - credit impaired - - - - 11.05 - 11.05
1,158.81 400.73 84.12 79.13 14.22 2 .99 1,740.00
Loss allowance (0.21) (51.52) (83.97) (79.13) ( 14.22) (2.99) (232.04)
1,158.60 349.21 0.15 - - - 1,507.96
Note: There are no unbilled dues as at 31 March 2024
(iv)Ageing for trade receivables from the due date of payment for each of the category is as follows:
Trade receivables ageing schedule Not Due Outstanding for following periods from due date of payment Total
as at 31 March 2023 Less than 6 Months 1 - 2 Years 2 -3 Years More than
6 months to 1 Year 3 Years
(i) Undisputed Trade Receivables - considered good 1,171.63 1,487.83 231.31 56.54 5.09 0 .02 2,952.42
(ii) Undisputed Trade Receivables - significant increase in credit risk - - - - - - -
(iii) Undisputed Trade Receivables - credit impaired - - 99.91 - - - 99.91
(iv) Disputed Trade Receivables - considered good - - - - - - -
(v) Disputed Trade Receivables - significant increase in credit risk - - - - - - -
(vi) Disputed Trade Receivables - credit impaired - - - - - - -
1,171.63 1,487.83 331.22 56.54 5.09 0 .02 3,052.33
Loss allowance (0.30) (51.11) (181.21) (56.54) (5.09) (0.02) (294.27)
1,171.33 1,436.72 150.01 - - - 2,758.06
Note: There are no unbilled dues as at 31 March 2023
The Holding Company sold with recourse trade receivables to a bank for cash proceeds. These trade receivables have not been derecognised from the balance sheet, because the Holding Company retains substantially all of the risks and rewards – primarily credit risk.
The amount received on transfer has been recognised as a unsecured bank loan (see Note 18). The arrangement with the bank is such that the customer remit cash directly to the Holding Company and the Holding Company transfers the collected amounts to the bank.
The receivables are considered to be held within a held-to-collect business model consistent with the Holding Company’s continuing recognition of the receivables.
The following information shows the carrying amount of trade receivables at the reporting date that have been transferred but have not been derecognised and the associated liabilities.
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Carrying amount of trade receivables transferred to a bank - 2.05 - - 659.22
Carrying amount of associated liabilities - 2.05 - - 659.22
(v) Information about the Group’s exposure to credit and market risks, and impairment losses for trade receivables is included in Note 35(C).
305Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
13 Cash and cash equivalents
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Cash on hand* 0.45 2.04 0 .35 0 .86 0.80
Balances with banks
In current accounts 555.63 309.74 6 96.04 463.59 317.22
In deposits with original maturity of less than 3 months 141.30 601.20 1 41.29 140.00 1,156.01
Total 697.38 912.98 837.68 604.45 1,474.03
* Cash on hand includes balances in digital wallets of Rs. Nil (31 March 2025: Rs. 0.11 million, 30 June 2024: Rs. 1.60 million, 31 March 2024 : Rs. 0.81 million, 31 March 2023 : Rs. 0.67 million)
Note:
Details of lien against fixed deposits:
Security lien towards RBL cash credit and working capital demand loan - 75.00 - - 13.87
Security lien towards Axis bank cash credit facility and working capital demand loan - 75.00 - - -
Security lien towards ICICI cash credit and working capital demand loan - - - - 1,000.00
Security lien towards HDFC cash credit and working capital demand loan - 60.00 - - 52.24
Security lien towards Citi cash credit and working capital demand loan 140.00 140.00 1 40.00 140.00 89.90
Total 140.00 350.00 140.00 140.00 1,156.01
Refer note 35 - Financial instruments, fair values and risk measurement
14 Bank balance other than cash and cash equivalents
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Balances with banks to the extent held as security against the borrowings
Fixed deposits with original maturity of more than 3 months but less than 12 months 1,990.00 1 ,800.00 1 ,990.00 1,935.00 1,930.40
Total 1 ,990.00 1,800.00 1,990.00 1,935.00 1,930.40
Note:
Details of lien against fixed deposits:
Security lien towards RBL cash credit facility 1 ,575.00 1 ,500.00 1 ,575.00 1,575.00 1,585.30
Security lien towards ICICI cash credit facility 10.00 5 0.00 1 0.00 - 60.00
Security lien towards HDFC working capital demand loan 60.00 - 6 0.00 6 0.00 10.00
Security lien towards Citi Bank working capital demand loan - - - - 50.10
Security lien towards HSBC working capital demand loan and overdraft facility 150.00 1 50.00 1 50.00 150.00 150.00
Security lien towards SCB working capital demand loan - - - 7 5.00 75.00
Security lien towards DBS working capital demand loan 100.00 - 1 00.00 7 5.00 -
Security lien towards Axis cash credit and working capital demand loan 95.00 1 00.00 9 5.00 - -
1 ,990.00 1,800.00 1,990.00 1,935.00 1,930.40
15 Loans
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Loan to employees considered good – Unsecured 1.45 0.49 0 .54 0 .04 0.45
Total 1.45 0.49 0 .54 0 .04 0.45
Notes:
(i) There are no loans due by directors or other officers of the Group or any of them either severally or jointly with any other persons or amounts due by firms or private companies respectively in which any director is a partner or a director or a member, except as disclosed
in note (iii) below.
(ii) Loans given to employees as per the Group’s policy are not considered for the purposes of disclosure under Section 186(4) of the Companies Act, 2013.
(iii)Loans or advances in the nature of loans to promoters, directors, KMPs or related parties (as defined under Companies Act, 2013) either severally or jointly with any other person, that are:
(a) repayable on demand; or
(b) without specifying any terms or period of repayment
There are no loans to promoters, directors, KMPs or related parties (as defined under Companies Act, 2013) either severally or jointly with any other person, that are without specifying any terms or period of repayment.
This space has been left blank intentionally
306Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
16 Share Capital
As at As at As at As at As at
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Number of Amount Number of Amount Number of Amount Number of Amount Number of Amount
shares shares shares shares shares
Authorised share capital
Equity shares of Rs 1 each* 21,08,28,000 210.83 16,08,28,000 160.83 2 1,08,28,000 210.83 16,08,28,000 160.83 16,08,28,000 160.83
Series A Preference shares of Rs 10 each 5,35,200 5.35 5,35,200 5.35 5 ,35,200 5.35 5,35,200 5.35 5,35,200 5.35
Series B Preference shares of Rs 6,000 each 18,929 113.57 18,929 113.57 1 8,929 113.57 18,929 113.57 18,929 113.57
Series C Preference shares of Rs 3.00 each # 66,58,000 19.98 66,58,000 19.97 6 6,58,000 19.98 66,58,000 19.97 66,58,000 19.97
# Classified as financial liability
Reconciliation of the number of shares
Equity shares Series A CCPS Series B CCPS Series C CCPS
Particulars Number of Amount Number of Shares Amount Number of Shares Amount Number of Shares Amount
Shares
As at 31 March 2023 16,08,28,000 160.83 5,35,200 5.35 1 8,929 113.57 66,58,000 19.97
As at 31 March 2024 1 6,08,28,000 160.83 5,35,200 5.35 1 8,929 1 13.57 66,58,000 19.97
As at 30 June 2024 1 6,08,28,000 160.83 5,35,200 5.35 1 8,929 1 13.57 66,58,000 19.97
As at 31 March 2024 1 6,08,28,000 160.83 5,35,200 5.35 1 8,929 1 13.57 66,58,000 19.97
Increase during the year 5,00,00,000 50.00 - - - - - -
As at 31 March 2025 2 1,08,28,000 210.83 5,35,200 5.35 1 8,929 1 13.57 66,58,000 19.97
Increase during the period - - - - - - - -
As at 30 June 2025 2 1,08,28,000 210.83 5,35,200 5.35 1 8,929 1 13.57 66,58,000 19.97
Issued, subscribed and paid-up share capital
Equity share capital
Equity shares of Rs 1 each * 9 ,61,46,300 96.15 9,61,46,300 96.15 9,61,46,300 96.15 9,61,46,300 96.15 9,60,96,300 96.10
9,61,46,300 96.15 9 ,61,46,300 96.15 9,61,46,300 96.15 9,61,46,300 96.15 9,60,96,300 96.10
Instruments entirely equity in nature
Series A Preference shares of Rs 10 each 5 ,10,000 5.10 5,10,000 5.10 5 ,10,000 5.10 5,10,000 5.10 5,10,000 5.10
Series B Preference shares of Rs 6,000 each 1 7,269 103.61 17,269 103.61 1 7,269 103.61 17,269 103.61 17,269 103.61
5 ,27,269 108.71 5,27,269 108.71 5 ,27,269 108.71 5,27,269 108.71 5,27,269 108.71
Total 9,66,73,569 204.86 9,66,73,569 204.86 9 ,66,73,569 204.86 9,66,73,569 204.86 9,66,23,569 204.81
*The amount and number of Authorised Share Capital for Equity shares of Rs. 1 each has been restated from 14,64,68,000 equity shares to 16,08,28,000 and amount from Rs. 146.47 Million to 160.83 Million as a part of restatement adjustments in the above table for
years ended 31 March 2024 (refer note 52)
(a) Reconciliation of shares outstanding at the beginning and at the end of the reporting period
Equity shares Series A CCPS Series B CCPS
Particulars Number of Amount Number of Shares Amount Number of Shares Amount
Shares
As at 01 April 2022 9 ,60,30,300 96.04 5,10,000 5.10 1 7,269 103.61
Issue of Equity Shares on exercise of employee stock option 66,000 0.06 - - - -
As at 31 March 2023 9 ,60,96,300 96.10 5,10,000 5.10 1 7,269 103.61
As at 01 April 2023 9 ,60,96,300 96.10 5,10,000 5.10 1 7,269 103.61
Issue of Equity Shares on exercise of employee stock option 50,000 0.05 - - - -
As at 31 March 2024 9 ,61,46,300 96.15 5,10,000 5.10 1 7,269 103.61
As at 01 April 2024 9 ,61,46,300 96.15 5,10,000 5.10 1 7,269 103.61
As at 30 June 2024 9 ,61,46,300 96.15 5,10,000 5.10 1 7,269 103.61
As at 01 April 2024 9 ,61,46,300 96.15 5,10,000 5.10 1 7,269 103.61
As at 31 March 2025 9 ,61,46,300 96.15 5,10,000 5.10 1 7,269 103.61
As at 01 April 2025 9 ,61,46,300 96.15 5,10,000 5.10 1 7,269 103.61
As at 30 June 2025 9 ,61,46,300 96.15 5,10,000 5.10 1 7,269 103.61
* Pursuant to the resolutions passed by the Board of Directors on 15 December 2021 and the shareholders on 15 December 2021, the face value of the equity shares was sub-divided from Rs. 10 per Equity share to Re. 1 per Equity share. There is no impact on the value
of equity share capital.
Equity shares represents equity shares of Rs 1 each, fully paid up
Series A CCPS represents 0.01% Non-cumulative compulsorily convertible preference shares of Rs 10 each, fully paid up
Series B CCPS represents 0.01% Cumulative compulsorily convertible preference shares of Rs 6,000 each, fully paid up
(b) Rights, preferences and restrictions attached to equity shares:
The Holding Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Holding Company’s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The
voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Holding Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not
been paid.
Failure to pay any amount called up on shares may lead to forfeiture of the shares.
On winding up of the Holding Company, the holders of equity shares will be entitled to receive the residual assets of the Holding Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held and after payment to
the secured and unsecured loan.
(c) Rights, preferences and restrictions attached to preference shares:
The Holding Company has three classes of preference shares i.e. 0.01% Non-Cumulative Compulsorily Convertible preference shares of Rs. 10 each ('Series A CCPS') and 0.01% Cumulative Compulsorily Convertible preference shares of Rs. 6,000 each ('Series B
CCPS'), 0.01% Cumulative Compulsorily Convertible preference shares of Rs. 3 each ('Series C CCPS').
Series A CCPS comprises Series A CCPS and Series A1 CCPS, both convertible at a ratio of 1:1 (that is 1 Equity Share shall be issued upon conversion of 1 Preference Share), having a right to preferred non - cumulative dividend of 0.01% per annum and of the par
value of Rs 10 each in the capital of the Holding Company. Each Preference Share may be converted into Equity Shares at any time at the option of the holder of that Preference Share and/or if mandated by applicable laws.
Subject to applicable Laws, the preference shares shall be automatically converted into equity shares in the ratio of 1 Equity Share for 1 Preference Share ('Conversion Ratio'), upon the earlier of (i) expiry of 19 years and 9 months from the Closing Date or (ii) in
connection with an IPO, prior to the filing of a red hearing prospectus (or equivalent document, by whatever name called) by the Holding Company with the competent authority or such later date as may be permitted under applicable law.
In the event of a liquidation, the holders of CCPS will have priority over equity shareholders in the payment of dividend and repayment of capital.
Series B CCPS comprises Series B CCPS and Series B1 CCPS, both cumulative participating compulsorily and fully convertible preference shares having a face value of Rs. 6,000 each, convertible at a ratio of 1:2000 * (that is 2000 Equity Share shall be issued upon
conversion of 1 Preference Share), having a right to preferred cumulative dividend of 0.01% per annum and of the par value of Rs 6,000 each in the capital of the Holding Company. Each Preference Share may be converted into Equity Shares at any time at the option of
the holder of that Preference Share and/or if mandated by applicable laws.
Subject to applicable Laws, the preference shares shall be automatically converted into equity shares in the ratio of 2000 Equity Share for 1 Preference Share ('Conversion Ratio'), upon the earlier of (i) expiry of 19 years and 9 months from the Closing Date; or (ii) in
connection with an IPO, prior to the filing of a red-herring prospectus (or equivalent document, by whatever name called) by the Holding Company with the competent authority or such later date as may be permitted under applicable law.
In the event of a liquidation, the holders of CCPS will have priority over equity shareholders in the payment of dividend and repayment of capital.
* As per the original terms of Series B CCPS, the conversion ratio was 1:1 (that is 1 Equity Share shall be issued upon conversion of 1 Preference Share). During the year ended 31 March 2022, pursuant to the Corporate Event being issuance of Bonus Equity Shares
and Bonus Series A CCPS and the face value of the equity shares being sub-divided from Rs. 10 per Equity share to Rs. 1 per Equity share. The Holding Company adjusted the conversion price for Series B CCPS in accordance with their terms of issuance as set out in
the articles of association and the amended and shareholders agreement dated 9 April 2021 from Rs. 283,749 to Rs. 141.88. Accordingly, the revised conversion ratio is 1:2000.
307Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
16 Share Capital (Continued)
(d) Details of shareholders holding more than 5% shares of a class of shares in the Holding Company:
Name of shareholder As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Number of % Holding Number of % Holding Number of % Holding Number of % Holding Number of % Holding
shares in shares shares in shares shares in shares shares in shares shares in shares
Equity shares
Mr. Sameer Mehta 3,83,70,000 39.91% 3,83,70,000 39.91% 3 ,83,70,000 39.91% 3,83,70,000 39.91% 3,83,70,000 39.93%
Mr. Aman Gupta 3,83,70,000 39.91% 3,83,70,000 39.91% 3 ,83,70,000 39.91% 3,83,70,000 39.91% 3,83,70,000 39.93%
South Lake Investment Ltd 1,85,10,000 19.25% 1,85,10,000 19.25% 1 ,85,10,000 19.25% 1,85,10,000 19.25% 1,85,10,000 19.26%
Instruments entirely equity in nature
Series A CCPS
Fireside Ventures Investment Fund - I 5,10,000 100.00% 5,10,000 100.00% 5 ,10,000 100.00% 5,10,000 100.00% 5,10,000 100.00%
Series B CCPS
South Lake Investment Ltd 15,507 89.80% 15,507 89.80% 1 5,507 89.80% 15,507 89.80% 15,507 89.80%
Qualcomm Ventures LLC 1,762 10.20% 1,762 10.20% 1 ,762 10.20% 1,762 10.20% 1,762 10.20%
(e) Shares reserved for issue under options and contracts:
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Number of shares Amount Number of shares Amount Number of shares Amount Number of shares Amount Number of shares Amount
Under Employee Stock Option Plan 2019:
Equity shares of Re 1 each, at exercise price of Rs 30.27 per 5 ,38,200 0.54 5,46,200 0.55 5 ,38,200 0.54 5,46,200 0.55 5,85,200 0.59
share**
Equity shares of Re 1 each, at exercise price of Rs 141.88 per 14,58,330 1.46 16,04,330 1.60 1 4,72,830 1.47 16,79,330 1.68 20,36,450 2.04
share **
Equity shares of Re 1 each, at exercise price of Rs 218.00 per 8 ,75,000 0.88 8,75,000 0.88 8 ,75,000 0.88 8,75,000 0.88 8,75,000 0.88
share
Equity shares of Re 1 each, at exercise price of Rs 300.00 per 1 ,63,300 0.16 1,63,300 0.16 1 ,63,300 0.16 1,63,300 0.16 1,50,000 0.15
share **
Equity shares of Re 1 each, at exercise price of Rs 450.00 per 5 ,01,734 0.50 5,48,088 0.55 5 ,28,131 0.53 5,02,895 0.50 5,56,002 0.56
share **
Equity shares of Re 1 each, at exercise price of Rs 250.00 per 15,000 0.02 15,000 0.02 1 5,000 0.02 60,000 0.06 - -
share **
Under Employee Stock Option Plan 2021:
Equity shares of Re 1 each, at exercise price of Rs 141.88 per 20,14,000 2.01 20,14,000 2.01 2 0,14,000 2.01 20,14,000 2.01 20,64,000 5.50
share
Under Employee Stock Option Plan 2023:
Equity shares of Re 1 each, at exercise price of Rs 450.00 per 12,50,978 1.25 1,88,891 0.19 1 2,74,082 1.27 1,52,336 0.15 - -
share**
For 0.01% Non-Cumulative Compulsorily Convertible
preference shares of Rs. 10 each
Equity shares of Re 1 each *** 51,00,000 5.10 51,00,000 5.10 5 1,00,000 5.10 51,00,000 5.10 51,00,000 5.10
For 0.01% Cumulative Compulsorily Convertible preference
shares of Rs. 6,000 each
Equity shares of Re 1 each *** 3,45,38,000 34.54 3,45,38,000 34.54 3 ,45,38,000 34.54 3,45,38,000 34.54 3,45,38,000 34.54
***PursuanttotheCorporateEventbeingissuanceofBonusEquitySharesandBonusSeriesACCPS,thenumberofoptionsandtheexercisepricepersharehavealsobeenadjustedaccordingly,i.e.numberofoptionshavebeenmultipliedby200andtheexercise
price per share has been divided by 200.
Terms attached to the Compulsorily Convertible Preference Shares are described in note 16 (c).
Terms attached to the Employee Stock Options granted to the employees are described in note 40 regarding Employee share based payments.
** The number of shares under Employee Stock option plans for the year ended 31 March 2025 and 31 March 2024 have been restated as a part of restatement adjustments in the above table (refer note 52).
(f) Information regarding issue of bonus shares in the last five years:
Particulars As at As at As at As at As at
31 March 2025 31 March 2024 31 March 2023 31 March 2022 31 March 2021
Aggregate number and class of shares allotted as fully paid up by way of bonus shares
Equity shares of Re 1 each (Previous Year of Rs. 10 each) @ 94,77,375 94,77,375 94,77,375 94,77,375 94,77,375
0.01% Non-Cumulative Compulsorily Convertible preference shares of Rs. 10 each # 5,07,450 5,07,450 5,07,450 5,07,450 5,07,450
Aggregate number and class of shares bought back during the period of five years immediately preceding the reporting date:
Equity shares of Rs 1 each * 4,934 4,934 4,934 4,934 4,934
@Duringtheyearended31March2022,theHoldingCompanyhasissuedbonussharesintheratioof1:199((i.e.199newbonussharesforevery1shareheldbytheholder)creditedasfullypaidup,totheeligibleequityshareholdersofEquitySharesofRs.10each
and whose names appear in the Register of Members / Beneficial Owners' position of the Company on 13 May, 2021 (“Record Date”).
#Duringtheyearended31March2022,theHoldingCompanyhasissuedbonussharesintheratioof1:199((i.e.199newbonussharesforevery1shareheldbytheholder)creditedasfullypaidup,totheeligibleshareholders0.01%Non-CumulativeCompulsorily
Convertible preference shares of Rs. 10 each and whose names appear in the Register of Members / Beneficial Owners' position of the Company on 13 May, 2021 (“Record Date”).
Pursuant to the aforementioned Corporate Event being issuance of Bonus Equity Shares and Bonus Series A CCPS and the face value of the equity shares was sub-divided from Rs. 10 per Equity share to Re. 1 per Equity share, the Holding Company adjusted the
conversion price for Series B CCPS in accordance with their terms of issuance as set out in the articles of association and the amended and shareholders agreement dated April 9, 2021, from Rs. 283,749 to Rs. 141.88.
* During the year ended 31 March 2021, the Holding Company bought back 4,934 equity shares of Rs 10 each, fully paid up at a price of Rs. 283,138.31 per equity share for an amount of Rs.1,135,502,418 from Mr. Sameer Mehta (2,467 equity shares) and Mr. Aman
Gupta (2,467 equity shares).
308Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
16 Share Capital (Continued)
(g) Details of shareholdings by the Promoter's of the Company:
Name of the promotor As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Number of % holding Number of % holding Number of % holding Number of % holding Number of % holding
shares in the class shares in the class shares in the class shares in the class shares in the class
Equity shares of Rs 1 each fully paid up held by:
Mr. Sameer Mehta 3,83,70,000 39.91% 3,83,70,000 39.91% 3 ,83,70,000 39.91% 3,83,70,000 39.91% 3,83,70,000 39.93%
Mr. Aman Gupta 3,83,70,000 39.91% 3,83,70,000 39.91% 3 ,83,70,000 39.91% 3,83,70,000 39.91% 3,83,70,000 39.93%
(h) Agreements with Shareholders:
(i) For terms in relation to Series C CCPS refer note 18(xiv)
(ii) Duringtheyearended31March2021,FiresideVenturesInvestmentFund-IwaivedofftherighttotheExitclauseasmentionedintheSHAdated4April2018and31December2018respectively.Consequently,theclassificationoftheinstrumentwaschangedfrom
compound financial instrument to "Instrument entirely Equity in nature".
(iii) During the year ended 31 March 2022:
PursuanttoaShareholdersAgreement(SHA)dated9April2021enteredintobyandbetweenImagineMarketingLimited,SameerMehta(Promoter1),AmanGupta(Promoter2),FiresideVenturesInvestmentFund-I(SchemeofFiresideVenturesInvestmentsTrust),
SouthLakeInvestmentsLtdandQualcommVenturesLLCandtheShareSubscriptionAgreement(SSA)dated9April2021enteredintobyandbetweenImagineMarketingLimited,thePromoters,FiresideVenturesInvestmentFund-I(SchemeofFiresideVentures
InvestmentsTrust),SouthLakeInvestmentsLtdandQualcommVenturesLLC,theHoldingCompanyissued1,7620.01%CumulativeCompulsorilyConvertiblepreferencesharesofRs.6,000eachtoQualcommVenturesLLCon20April2021onaprivateplacement
basis as per the provisions of Section 42 of the Companies Act, 2013. Consequent to such issue of shares, the Holding Company received Rs. 499.96 million the details of which are included in the table below:
DuringtheyearendedMarch31,2022,InnovenCapitalIndiaPrivateLimitedhasexercisedtherighttosubscribesharesoftheHoldingCompanyprovidedaspartoftheloanagreement.Pursuanttothis,theHoldingCompanyhasissued463,500equitysharesofRe1
each, fully paid to Innoven Capital India Private Limited at an exercise price of Rs 43.15 per equity share totalling to Rs. 20.00 million.
Type of share Face value per Issue price per Premium on issue No. of shares Total amount in
share share per share Rs. million
0.01% Cumulative Compulsorily Convertible preference shares of Rs. 6,000 each (Series B1 CCPS) 6,000.00 2,83,749.00 2 ,77,749.00 1,762.00 499.96
Pursuant to the SHA dated 9 April 2021 as mentioned above, the conversion ratio of the Series B1 CCPS was determined to be 1:1. Accordingly, Series B1 CCPS were considered to be "Instrument entirely Equity in nature" as at the transaction date.
17 OTHER EQUITY
A. Summary of Other Equity balance:
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Securities Premium 3 ,662.84 3,717.34 3,665.53 3,717.34 3,708.07
General Reserve 1 1.25 11.25 11.25 11.25 11.25
Share Based Payment Reserve 4 20.68 326.02 393.59 307.55 198.22
Retained Earnings 6 48.85 (482.59) 438.44 (171.90) 621.71
Foreign Currency Translation Reserve 3 69.36 318.81 368.84 303.64 208.49
Total Other Equity 5 ,112.98 3,890.83 4,877.65 4,167.88 4,747.74
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Securities Premium
Balance at the beginning of the year 3 ,665.53 3,717.34 3,717.34 3,708.07 3,704.85
Add: Addition during the year on account of issue of equity shares on exercise of employee stock options - - - 9.27 3.22
Less: Share issue expenses (refer note 8 (iv)) (2.69) - (51.81) - -
Balance at the end of the year 3 ,662.84 3,717.34 3,665.53 3,717.34 3,708.08
General Reserve
Balance at the beginning of the year 1 1.25 11.25 11.25 11.25 11.25
Balance at the end of the year 1 1.25 1 1.25 11.25 11.25 11.25
Share Based Payment Reserve
Balance at the beginning of the year 3 93.59 307.55 307.55 198.22 162.00
Add: Charge for the year (Refer note 28 and 40) 27.09 18.47 86.04 111.56 36.22
Less: Issue of equity shares on exercise of employee stock options - - - (2.23) -
Balance at the end of the year 4 20.68 3 26.02 393.59 307.55 198.22
Retained Earnings
Balance at the beginning of the year 4 38.44 (171.90) (171.90) 621.71 1,916.13
Add: Profit/(Loss) for the year 2 13.53 (310.76) 610.80 (796.84) (1,294.54)
Less: Remeasurement of post employment benefit obligation, net of tax (3.12) 0.07 (0.46) 3.23 0.12
Balance at the end of the year 6 48.85 (482.59) 438.44 (171.90) 621.71
Other Comprehensive Income/(expense)*
(i) Foreign Currency Translation Reserve*
Balance at the beginning of the year 3 68.84 303.64 303.64 208.49 60.65
Add: Exchange differences in translating financial statements of foreign operations 0.52 15.17 65.20 95.15 147.84
Balance at the end of the year 3 69.36 318.81 368.84 303.64 208.49
* Foreign Currency Translation Reserve have been restated as part of restatement adjustments in the above table for the years ended 31 March 2025, 31 March 2024, 31 March 2023 (Refer Note 52)
B. Nature and purpose of reserves:
Securities Premium - Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.
General Reserve - On redemption of the debentures for which the debenture redemption reserve was created, the Holding Company has transferred the balance in the debenture redemption reserve to the General Reserve.
Share Based Payment Reserve - The fair value of the equity-settled share based payment transactions is recognised in Consolidated Statement of Profit and Loss with corresponding credit to Employee Stock Options Outstanding Account.
Retained Earnings - Retained earnings are the profits that the group has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.
Foreign currency translation reserve - The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign subsidiaries.
309Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
18 BORROWINGS
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Non-Current
Unsecured, at Fair value through profit and loss (FVTPL)
Series C 6,657,791 0.01% Cumulative Compulsorily Convertible preference shares of Rs. 3 each (refer note (xiv)below) - 5039.95 - 5,039.95 5,031.23
Total - 5 ,039.95 - 5,039.95 5,031.23
Current
Unsecured, at Fair value through profit and loss (FVTPL)
Series C 6,657,791 0.01% Cumulative Compulsorily Convertible preference shares of Rs. 3 each (refer note (xiv)below) 5046.47 - 5,046.47 - -
Secured, at amortised cost
Cash credit from banks - 319.04 0.03 581.69 3,020.64
Loan repayable on demand from banks
- from banks (refer note (i) below) 339.58 2,456.53 465.35 2,980.23 3,650.00
- Buyers credit (refer note (i) below) 334.45 - 136.96
Unsecured, at amortised cost
Loan repayable on demand from banks - 2.05 - - 659.22
Total 5 ,720.50 2,777.62 5,648.81 3,561.92 7,329.86
Refer note 35 - Financial instruments, fair values and risk measurement.
As at 30 June 2025
Name of the bank Limits Nature of Limits Outstanding as on FY25 - Interest Rates
INR Millions 30 June 2025 From To
HSBC 1 ,500.00 CC & WCDL Limits 213.60 5.03 7.66
Citi Bank 1 ,400.00 CC & WCDL Limits - NA NA
ICICI Bank 1 0.00 FD OD limits - NA NA
RBL Ltd 7 50.00 OD CC & WCDL Limits - NA NA
RBL Ltd 1 ,500.00 FD OD limits 236.40 4.85 8.10
Axis Bank 7 50.00 CC & WCDL Limits - 9.05 9.05
DBS Bank 750.00 WCDL Limits 222.90 5.16 5.18
HDFC Bank 6 00.00 CC & WCDL Limits - NA NA
Total 7 ,260.00 672.90
As at 31 March 2025
Name of the bank Limits Nature of Limits Outstanding as on FY25 - Interest Rates
INR Millions 31 March 2025 From To
HSBC 1 ,500.00 CC, SBLC & WCDL Limits 11.54 5.00 9.55
HSBC (unsecured) 1,000.00 Bill Discounting facility - 9.40 9.40
Citi Bank 1 ,400.00 CC & WCDL Limits - 8.03 8.90
ICICI Bank 1 0.00 BG OD facility - NA NA
RBL Ltd 7 50.00 OD CC & WCDL Limits 0.03 7.95 9.93
RBL Ltd 1 ,500.00 FD OD limits 463.36 7.95 9.93
Axis Bank 7 50.00 CC & WCDL Limits - 8.32 9.28
DBS Bank 750.00 WCDL & SBLC Limits 125.80 5.14 8.80
HDFC Bank 6 00.00 CC & WCDL Limits - 8.09 8.40
Total 8 ,260.00 600.73
As at 30 June, 2024
Name of the bank Limits Nature of Limits Outstanding as on FY24 - Interest Rates
INR Millions 30 June 2024 From To
HSBC 1 ,500.00 CC & WCDL Limits 300.00 8.85 9.55
HSBC (unsecured) 1,000.00 Bill Discounting facility 2.05 9.40 9.40
Citi Bank 1 ,400.00 CC & WCDL Limits - 8.03 8.60
ICICI Bank 1 0.00 BG OD facility - NA NA
RBL Ltd 7 50.00 OD CC & WCDL Limits 0.73 8.10 8.10
RBL Ltd 1 ,500.00 FD OD limits 1,158.84 8.10 8.10
Axis Bank 7 50.00 CC & WCDL Limits 677.50 8.32 8.37
DBS Bank 750.00 WCDL Limits 315.80 7.94 8.05
HDFC Bank 6 00.00 CC & WCDL Limits 300.00 8.18 8.40
Total 8 ,260.00 2,754.92
As at 31 March, 2024
Name of the bank Limits Nature of Limits Outstanding as on FY24 - Interest Rates
INR Millions 31 March 2024 From To
HSBC 1 ,500.00 CC & WCDL Limits 500.00 8.85 8.85
HSBC (unsecured) 1 ,000.00 Bill Discounting facility - 8.95 9.40
Citi Bank 1 ,400.00 CC & WCDL Limits 500.00 8.57 8.57
ICICI Bank 5 00.00 OD CC & WCDL Limits - I-MCLR 6M + 0.7% NA
ICICI Bank 9 90.00 FD OD limits - FD Rate + 0.50% NA
RBL Ltd 7 50.00 OD CC & WCDL Limits 580.19 6.60 8.10
RBL Ltd 1 ,500.00 FD OD limits 900.00 6.60 8.10
Standard Chartered Bank 7 50.00 CC & WCDL Limits - 9.15 9.17
Axis Bank 7 50.00 CC & WCDL Limits 676.50 8.30 8.30
DBS Bank 7 50.00 WCDL Limits - 8.65 9.50
HDFC Bank* 6 00.00 CC & WCDL Limits 400.00 8.30 8.30
Total 1 0,490.00 3,556.69
* The Outstanding amount have been restated as a part of restatement adjustments in the above table for the year ended 31 March 2024 (refer note 52).
18 BORROWINGS (Continued)
As at 31 March, 2023
Name of the bank Limits Nature of Limits Outstanding as on FY23 - Interest Rates
31 March 2023
INR Millions From To
HSBC 1 ,500.00 CC & WCDL Limits 1,224.23 5.71 9.63
HSBC (unsecured) 1 ,000.00 Bill Discounting facility 659.22 8.95 NA
Citi Bank 1 ,400.00 CC & WCDL Limits - 6.20 9.00
ICICI Bank 1 ,000.00 OD CC & WCDL Limits 845.59 6.20 8.95
ICICI Bank 2 ,000.00 FD OD limits 1,052.13 FD rate + 0.50% NA
RBL Ltd 7 50.00 OD CC & WCDL Limits 750.00 6.14 8.75
RBL Ltd 1 ,500.00 FD OD limits 1,498.68 FD rate + 0.50% NA
Standard Chartered Bank 7 50.00 CC & WCDL Limits - 6.25 8.70
Axis Bank 7 50.00 CC & WCDL Limits 700.00 6.90 8.70
HDFC Bank 6 00.00 CC & WCDL Limits 600.00 6.00 8.29
Total 1 1,250.00 7,329.85
310Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
(i) UnsecuredloanwasobtainedbytheHoldingCompanyfromHSBCBanktowardsworkingcapitalthroughsalesinvoicediscountingfacilityofinvoicesofApparioRetailPrivateLimited('Appario')whichcarriedaninterestrateaspertableabove.Loanwasrepayableas
perduedatesofinvoicesofApparioandinterestontransactionbasisfortheamountutilisedfornumberofdays.TheHoldingCompanyhasobtainedBuyer'sCreditfacilityfromHSBCbankandoutstandingagainstthisasonJune2025isNilTheinterestrateonbuyers
creditisSOFR+70bps.Thisfacilityextendsthepaymenttermsbeyondthesupplier'sstandardcreditterms,withrepaymentsscheduledtooccur30,60,or90daysafterthematuritydateoftheLetterofCredit.Theinterestrateapplicabletothefacilityislinkedtothe
Secured Overnight Financing Rate (SOFR). As collateral for the facility, the Holding Company has granted a lien over its assets.
(ii) CashCredit(CC)facilityandOverdraftfacilityhasbeenavailedbytheCompanyfromICICIbankformeetingtheworkingcapitalrequirementsoftheCompanyandcarriesaninterestrateatFDrate+0.50%ason30June2025andFDrate+0.50%ason31March
2025,computedonmonthlybasisontheactualamountutilizedtobepaidonlastdateofeachmonthagainstthepledgeofcurrentassetreceivableandcurrentassetinventory.Inthecurrentyear,thecompanyhasclosedtheCC,WCDL&FDODfacilityandonly100%
FD backed bank guarantee facility continues.
Duringtheyearended31March2022,theHoldingCompanyavailedWCDLlimitofRs.1000millionasasublimitofCashCreditfacilitysecuredagainstpledgeofcurrentassetreceivablesandcurrentassetinventoryoftheHoldingCompanyandinterestrateonthe
samewastobedecidedatthetimeofdisbursement.TheHoldingCompanyalsoavailedofWCDLlimitofRs.2000millionassub-limitofoverdraftfacilitysecuredagainst100%FixedDepositatinterestrateofFDrate+0.50%.Therewasapersonalguaranteefrom
theDirectors-Mr.SameerAshokMehtaandMr.AmanGupta.Inaddition,theHoldingCompanyhadgivenfirstparipassuchargeon"boAt"brandamongCitiBank,ICICIBank,HDFCBank,SCBBank,InnovenCapitalandRBL.Pledgeonequityshares;personal
guaranteeofdirectors-MrSameerMehtaandMrAmanGuptaandfirstparipassuchargeon"boAt"brandwerereleasedon12January2021.ThetermsoftheWCDLloansrangefrom7daysto180days.Duringtheyearended31March2023,theHoldingCompany
has availed of an additional Fixed Deposit Backed Overdraft Facility (FD-OD) of Rs.2,000 million from ICICI Bank, which is secured against the 100% fixed deposit and bears interest at FD rate + 0.50%.
(iii) CashCredit(CC)facilityandworkingcapitaldemandloan(WCDL)facilityfromCitiBankhasbeenavailedandcarriesaninterestratemutuallyagreedbetweenthepartiesatthetimeofdisbursement(refertableaboveforinterestrates),computedonmonthlybasison
the actual amount utilised to be paid on last date of each month.
Fortheyearended30June2025,theHoldingCompanyhadavailedanaggregatelimitofRs.1400million(31March2025:Rs1400million,30June2024:Rs.1400million,31March2024:Rs.2000million,31March2023:Rs.2000million)(includingcashcredit
limitandworkingcapitaldemandloan),ofwhichRs.1400million(30June2025:Rs.1400million,31March2024:Rs.1400million,31March2023:Rs.1400million)wassecuredagainsthypothecationoncurrentstocksandbookdebtsoftheHoldingCompanyas
wellaspledgeagainstfixeddeposits.AsonMarch31,2023,therewasabreachoffinancialcovenant(DebttoEBITDA)forwhichtheHoldingCompanyhasmaderepresentationtothebankforwaiver.Duringtheyearended31March2024,thebreachcontinuedand
however, the bank continues to provide financial limits as mentioned above vide sanction letter dated 21 July 2023. There is no such breach in the current year.
Ason30June2025,LimitswithCitiBankareRs.1400millionagainstFirstPassuChargeontheentirecurrentassetsoftheHoldingCompany,bothpresentandfuturealongwith10%lienofFixedDepositplaceswithBank,outofwhichoutstandingamountisNilas
on 30 June 2025.
(iv) Securedworkingcapitaldemandloan(sublimitofcashcreditfacility)hasbeenobtainedbytheHoldingCompanyfromRBLbankagainstfixeddepositofRs75millionassecurity.TheHoldingCompanyhasgivenRBLFirstPassuChargeontheentirecurrentassetof
theHoldingCompany,bothpresentandfuture.Theinterestrateisapplicableasperdisbursementdateandthebankreservestherighttochargeadditionalinterestattherateof2%p.aonoccurrenceofsucheventsasspecifiedintheagreement.Additionally,the
HoldingCompanyhasgivenFirstparipassuchargeon"boAt"brandbetweenCitibank,ICICIBank,HDFCBank,SCBbank,InnovenCapitalandRBLandpledgeof3,750Equityshare(1,875ownedbyMr.SameerAshokMehtaand1,875ownedbyMr.Aman
Gupta)havingfacevalueofRs10pershare.TherewasapersonalguaranteeofMr.SameerMehtaandMr.AmanGuptaof4undatedcheques(UDCs)ofRs5croreseachdrawnonCitiBank.Duringtheyearended31March2022,pledgeonEquityshares;the
personalguaranteeofDirectors-Mr.SameerMehtaandMr.AmanGuptaandfirstparipassuchargeon"boAt"brandwerereleased.ThetenureoftheWCDLloansrangesupto3monthsandthesamewasrepayableondemand.Duringtheyearended31March2023,
theHoldingCompanyhasavailedfixeddepositbackedoverdraftfacility(FD-OD)ofRs.1,500millionfromRBLbanksecuredagainstthe100%FixedDepositandcarriesinterestrateofFDrate+0.50%.IntheFY2024,theHoldingCompanyhasavailedfixeddeposit
backedoverdraftfacility(FD-OD)ofRs.1,500millionfromRBLbanksecuredagainstthe100%FixedDepositandcarriedinterestrateofFDrate+0.50%whichsubsequentlywaschangedtoFDrate+0.00%w.e.fJune1,2023andoutstandingunderthesameis
236.40 Million as on 30 June 2025.
(v) OverdraftfacilityhasbeenavailedbytheHoldingCompanyfromHSBCBankandcarriedaninterestratemutuallyagreedperannumwhichwaslinkedtotheprevalentBankMCLR/3MT-billagainstthepledgeofcurrentassetreceivableandinventoryandhadplaced
underlienFixedDepositsofRs.150million(31March2025:Rs.150million,30June204:Rs.150million,31March2024:Rs.150million,31March2023:Rs.150million)andNil(31March2025:Nil,30June2024:Nil,31March2024:Rs.2500million,31
March2023:Rs.2500million)asalienmarkedtowardsoverdraft-1facilityandoverdraft-2facilityrespectively.ThetenureoftheWCDLloansrangedupto90daysandthesameisrepayableondemand.Inthecurrentperiod,theCompanyhasobtainedBuyer's
Credit facility from HSBC bank and outstanding against this as on June 2025 is 213.60 million. The interest rate on buyers credit is SOFR + 70 bps.
(vi) SecuredloanincludingcashcreditandworkingcapitaldemandloanshasbeenobtainedbytheHoldingCompanyfromHDFCbanktowardsworkingcapitalwhichcarriesaninterestrateasperthetableabove.TheHoldingCompanyhasgivenFirstparipassuchargeon
entirereceivablesandonentireinventoryoftheHoldingCompany,presentandfuture,toallthebanks.Also,fixeddepositchargeofRs60millionlienmarkedtoHDFCBankon30June2025.(31March2025:Rs.60million,30June2024:Rs.60million,31March
2024: Rs 60 million, 31 March 2023: Rs 60 million)
Additionally,theHoldingCompanyhasgivenFirstparipassuchargeon"boAt"brandbetweenCitibank,ICICBank,HDFCBank,SCBBankInnovenCapitalandRBLandhaspledge1,250ofEquityshare(625ownedbyMr.SameerAshokMehtaand625owned
by Mr. Aman Gupta) having face value of Rs 10 per share. During the period ended 31 March 2022, pledge on Equity shares; the personal guarantee of Directors - Mr. Sameer Mehta and Mr. Aman Gupta and first pari passu charge on "boAt" brand were released.
(vii) SecuredloanhasbeenobtainedbytheHoldingCompanyfromStandardCharteredBanktowardsworkingcapitalwhichcarriesaninterestratespecifiedbythebankatthetimeofdrawdowni.e.9.15%to9.17%asat31March2024.TheHoldingCompanyhasgiven
firstparipassuchargeoncurrentassets(stockandbookdebt)andhasplacedfixeddepositsofRs.75millionason31March2024underlien.Themaximumtenureofthisloanis150daysandthesameisrepayableondemand.Asonthereportingdate,thefacilityhas
been closed.
(viii) SecuredloanhasbeenobtainedbytheHoldingCompanyfromAxisBanktowardsworkingcapitalwhichcarriesaninterestratespecifiedbythebankatthetimeofdrawdown(refertableaboveforinterestrates).TheHoldingCompanyhasgivenfirstparipassucharge
oncurrentassets(currentandfuturestockandbookdebt)oftheHoldingCompanyboth,presentandfutureandhasplacedfixeddepositsofRs.95millionason30June2025underlien.Themaximumtenureofthisloanis90daysandthesameisrepayableon
demand.
(ix) Duringtheyearended31March2025and31March2024,securedloanhasbeenobtainedbytheHoldingCompanyfromDBSBanktowardsworkingcapitalwhichcarriesaninterestratespecifiedbythebank(mutuallyagreedatthetimeofdrawdown).TheCompany
hasgivenfirstparipassuchargeoncurrentassets(currentandfuturestockandbookdebt)andhasplacedfixeddepositsofRs.100millionunderlienason30June2025.Themaximumtenureofthisloanis180daysandthesameisrepayableondemand.Intheperiod
ended December 31, 2024, the Holding Company has obtained buyer's Credit Facility from DBS Bank with interest rate between 5.13% to 5.25% and Outstanding as on 30 June 2025 is Rs.222.90 million.
Thisfacilityextendsthepaymenttermsbeyondthesupplier'sstandardcreditterms,withrepaymentsscheduledtooccur30,60,or90daysafterthematuritydateoftheLetterofCredit.TheinterestrateapplicabletothefacilityislinkedtotheSecuredOvernight
Financing Rate (SOFR). As collateral for the facility, the Holding Company has granted a lien over its assets.
(x) Borrowings from banks and financial institutions have been used for the purpose for which they were obtained. There has been no discrepancy in utilisation of borrowings
(xi) The Group has registered all the charges or satisfaction with the Registrar of Companies (ROC) by the statutory date.
(xii) The Group has not been declared as a Wilful defaulter.
(xiii) The Group has not obtained any long term borrowings except for Series C CCPS classified as a financial liability. During the year ended 31 March 2025, this has been classified as short term borrowings.
(xiv) Terms of series C CCPS:
During the year ended 31 March 2023:
Pursuant to a Shareholders Agreement (SHA) dated 24 October 2022 entered into by and between Imagine Marketing Limited, Sameer Mehta (Promoter 1), Aman Gupta (Promoter 2), Fireside Ventures Investment Fund - I (Scheme of Fireside Ventures Investments
Trust), South Lake Investments Ltd, Qualcomm Ventures LLC, Malabar India Fund Limited, Malabar Select Fund and Malabar Midcap Fund and the Share Subscription Agreement (SSA) dated 24 October 2022 entered into by and between Imagine Marketing
Limited, the Promoters, South Lake Investments Ltd, Malabar India Fund Limited, Malabar Select Fund and Malabar Midcap Fund, the Holding Company issued 6,657,791 0.01% Cumulative Compulsorily Convertible preference shares of Rs. 3 each to South Lake
Investments Ltd, Malabar India Fund Limited, Malabar Select Fund and Malabar Midcap Fund on December 2, 2022 on a private placement basis as per the provisions of Section 42 of the Companies Act, 2013. Consequent to such issue of shares, the Holding
Company received Rs. 5,000 million the details of which are included in the table below:
Type of share Face value per Issue price per Premium on issue No. of shares Total amount in
share share per share Rs. million
Carrying amount of liability as at 31 March , 2022 -
0.01% Cumulative Compulsorily Convertible preference shares of Rs. 3 each (Series C CCPS) 3.00 751.00 748.00 66,57,791.00 5,000.00
Add: Fair value (gain)/loss on account of changes in financial liabilities 31.23
Carrying amount of liability as at 31 March , 2023 5,031.23
Carrying amount of liability as at 31 March, 2023 5,031.23
Add: Fair value (gain)/loss on account of changes in financial liabilities 8.72
Carrying amount of liability as at 31 March, 2024 5,039.95
Add: Fair value (gain)/loss on account of changes in financial liabilities -
Carrying amount of liability as at 30 June, 2024 5,039.95
Carrying amount of liability as at 31 March, 2024 5,039.95
Add: Fair value (gain)/loss on account of changes in financial liabilities 6.52
Carrying amount of liability as at 31 March, 2025 5,046.47
Add: Fair value (gain)/loss on account of changes in financial liabilities -
Carrying amount of liability as at 30 June, 2025 5,046.47
Series C CCPS comprises cumulative compulsorily and fully convertible preference shares having a face value of Rs. 3 each, to be converted into such number of equity shares of face value of Rs. 1 each as per the adjustment ratio linked to next external funding round
as mentioned in the shareholding agreement (SHA) dated October 24, 2022. Further, the Series C CCPS have a right to preferred cumulative dividend of 0.01% per annum and of the par value of Rs 3 each in the capital of the Holding Company.
Subject to applicable Laws, the preference shares shall be automatically converted as per the terms mentioned above, upon the earlier of (i) expiry of 19 years and 9 months from the of the issuance and allotment; or (ii) in connection with an IPO, prior to the filing of a
red-herring prospectus (or equivalent document, by whatever name called) by the Holding Company with the competent authority or such later date as may be permitted under applicable law.
In the event of a liquidation, the holders of CCPS will have priority over equity shareholders in the payment of dividend and repayment of capital.
As per Ind AS 32 - Financial Instruments: Presentation, and terms and conditions mentioned in the SHA mentioned above, the Holding Company has classified the same as financial liability since it comprises an obligation on the Holding Company to deliver a variable
number of shares on the basis of conversion ratio and price as defined in the SHA. Although the variability is subject to the adjustment ratio as mentioned in the SHA at the time of conversion, the overall number of equity instruments that the issuer is obliged to deliver
is not fixed.
311Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
19 Lease liabilities
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Non-current
Lease liabilities payable beyond 12 months 99.82 176.47 114.79 197.48 118.17
99.82 176.47 114.79 197.48 118.17
Current
Lease liabilities payable within 12 months 76.64 82.04 83.23 82.93 70.32
76.64 82.04 83.23 82.93 70.32
(i) Reconciliation of carrying amount of Lease Liabilities
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Opening balance 1 98.02 280.41 280.41 188.49 140.13
Add: Addition - - 4.50 199.58 125.50
Add: Interest on lease liabilities 4.27 5.94 21.50 24.66 12.92
Less: Deletion - (1.31) (1.87) (19.92) (23.16)
Less: Payment of lease liabilities (25.83) (26.53) (106.52) (112.40) (66.90)
Closing balance 1 76.46 258.51 198.02 280.41 188.49
Non-Current 9 9.82 176.47 114.79 197.48 118.17
Current 7 6.64 82.04 83.23 82.93 70.32
Total 1 76.46 258.51 198.02 280.41 188.49
(ii) Maturity analysis of lease liabilities (undiscounted basis):
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Not later than one year 89.52 100.31 97.93 101.48 82.45
Later than one year and not later than five years 108.08 193.67 125.96 210.66 145.33
Total 1 97.60 293.98 223.89 312.14 227.78
(iii) The effective interest rate for lease liabilities for Indian Entity is 10.26% as on 30 June 2025 (10.26% as on 31 March 2025, 10.26% as on 30 June 2024, 10.26% as on 31 March 2024 ; 9.56% as on 31 March 2023), for foreign entity Effective Interest Rate was 3%.
(iv) The Group had total cash outflow for leases (including the short-term leases) for 31 March 2025: Rs. 32.12 million (31 March 2025: Rs.113.58 million, 30 June 2024: Rs. 30.92 million, 31 March 2024: Rs. 125.22 million ; 31 March 2023: Rs. 96.63 million).
20 Provisions
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Non-Current
Provision for employee benefits
- Provision for compensated absence (refer note 39) 2.90 3.55 2.28 1.39 3.93
- Provision for gratuity (refer note 39) 35.56 21.40 29.65 21.14 17.10
Total 3 8.46 24.95 31.93 22.53 21.03
Current
Provision for employee benefits
- Provision for gratuity (refer note 39) 3.69 3.72 2.90 1.62 1.11
- Provision for compensated absence (refer note 39) 29.70 22.28 26.35 23.07 16.09
Other provisions
- Provision for warranties 479.54 557.56 489.94 534.75 220.85
Refund liabilities 500.00 619.66 590.00 559.66 420.87
Total 1 ,012.93 1,203.22 1,109.19 1,119.10 658.92
The provision for warranties represents management's best estimate of the Group's liability under warranties granted on products, based on prior experience and industry averages.
The provision for refund liabilities represents management's best estimate of the Group's liability with respect to the customers contractual right to return goods in case of any defects or on grounds of quality.
(i) Movements in Other Provisions
Theprovisionforwarrantiesrelatesmainlytoproductsoldduringtheyear.Theprovisionhasbeenestimatedbasedonhistoricalwarrantydataassociatedwithsimilarproductsandservices.TheGroupexpectstosettlethemajorityoftheliability
over the next year.
Provision for warranties As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
At the beginning of the period/year 4 89.94 534.75 534.75 220.85 484.88
Addition during the period/year* 4 79.54 557.56 489.94 534.75 220.85
Utilised during the period/year (489.94) (534.75) (534.75) (220.85) (484.88)
At the end of the period/year 4 79.54 557.56 489.94 534.75 220.85
*The above additions do not include expenses charged off to P&L for claims received and settled during the period.
The provision for refund liabilities represents management's best estimate of the Group's liability with respect to the customers contractual right to return goods in case of any defects or on grounds of quality.
Provision for refund liabilities As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
At the beginning of the period/year 5 90.00 559.66 559.66 420.87 550.00
Addition during the period/year^ 5 00.00 619.66 590.00 559.66 420.87
Utilised during the period/year (590.00) (559.66) (559.66) (420.87) (550.00)
At the end of the period/year 5 00.00 619.66 590.00 559.66 420.87
^ The above additions does not include those sales which are sold and returned during the same period.
For movements in provisions for employee benefits, refer Note 39.
The Group does not expect any reimbursements in respect of the above provisions.
This space has been left blank intentionally
312Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
21 TRADE PAYABLES
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Total outstanding dues of micro enterprise and small enterprises 384.86 145.05 276.79 91.08 29.35
Total outstanding dues of creditors other than micro enterprises and small enterprises
Acceptances 504.45 - 364.17 - -
Other than acceptances 3,716.75 2,440.15 3,070.39 2,109.57 2,566.18
Total 4 ,606.06 2,585.20 3,711.35 2,200.65 2,595.53
Trade payables are non-interest bearing and are normally settled on 0 to 30 day terms.
(i) Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006)
The below disclosures are provided by the Group based on the information available with the Group in respect of the registration status of its vendors/ suppliers.
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Principal amount due to the suppliers registered under MSMED Act and remaining unpaid at the end of each accounting year; 379.79 144.39 272.17 91.08 29.35
Interest due to suppliers registered under MSMED Act and remaining unpaid as at the end of each accounting year 0.11 0.61 0.80 - -
Theamountofinterestpaidbythebuyerintermsofsection16oftheMSMEDAct,2006,alongwiththeamountofthepaymentmadetothe 30.00 45.00 290.27 - -
supplier beyond the appointed day during the year
Theamountofinterestdueandpayablefortheperiodofdelayinmakingpayment(whichhavebeenpaidbutbeyondtheappointeddayduring - - - - -
the year) but without adding the interest specified under MSMED Act, 2006
The amount of interest accrued and remaining unpaid at the end of each accounting year; 5.07 0.80 4.82 - -
Theamountoffurtherinterestremainingdueandpayableeveninthesucceedingyears,untilsuchdatewhentheinterestduesaboveare 5.07 0.80 4.82 - -
actuallypaidtothesmallenterprise,forthepurposeofdisallowanceofadeductibleexpenditureundersection23oftheMSMEDAct,2006
Further due and remaining for the earlier years.
(ii) Ageing for trade payable from the due date of payment for each of the category is as follows:
Trade payables ageing schedule as at 30 June 2025 Unbilled Not due Less than 1-2 years 2-3 years More than 3 Total
1 year years
Undisputed dues of micro enterprises and small enterprises 5.07 270.77 108.91 0.08 - 0.03 384.86
Undisputed dues of creditors other than micro enterprises and small enterprises 2,166.85 632.76 1,395.88 11.39 10.80 3.52 4,221.20
2,171.92 903.53 1,504.79 1 1.47 10.80 3.55 4,606.06
Trade payables ageing schedule as at 31 March 2025 Unbilled Not due Less than 1-2 years 2-3 years More than 3 Total
1 year years
Undisputed dues of micro enterprises and small enterprises 4.89 149.53 117.64 3.42 0.36 0.95 276.79
Undisputed dues of creditors other than micro enterprises and small enterprises 1,885.33 430.93 1,086.02 22.69 5.93 3.66 3,434.56
1,890.22 580.46 1,203.66 2 6.11 6.29 4.61 3,711.35
Trade payables ageing schedule as at 30 June 2024 Unbilled Not due Less than 1-2 years 2-3 years More than 3 Total
1 year years
Undisputed dues of micro enterprises and small enterprises 0.66 103.87 37.91 1.88 0.65 0.08 145.05
Undisputed dues of creditors other than micro enterprises and small enterprises 1,615.70 463.86 291.50 58.24 6.30 4.55 2,440.15
1,616.36 567.73 329.41 6 0.12 6.95 4.63 2,585.20
Trade payables ageing schedule as at 31 March 2024 Unbilled Not due Less than 1-2 years 2-3 years More than 3 Total
1 year years
Undisputed dues of micro enterprises and small enterprises - 68.83 22.25 - - - 91.08
Undisputed dues of creditors other than micro enterprises and small enterprises 1,142.59 227.33 706.84 2 5.88 2.43 3.85 2,108.92
Disputed dues of creditors other than micro enterprises and small enterprises - 0.65 - - - - 0.65
1,142.59 296.81 729.09 2 5.88 2.43 3.85 2,200.65
Trade payables ageing schedule as at 31 March 2023 Unbilled Not due Less than 1-2 years 2-3 years More than 3 Total
1 year years
Undisputed dues of micro enterprises and small enterprises - 29.32 - 0 .03 - - 29.35
Undisputed dues of creditors other than micro enterprises and small enterprises 1,268.82 766.32 519.05 8 .94 3.05 - 2,566.18
1,268.82 795.64 519.05 8 .97 3.05 - 2,595.53
22 Other financial liabilities
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Non Current
Deferred purchase consideration payable - - - - 233.79
Total - - - - 233.79
Current
Deferred purchase consideration payable 21.55 277.65 21.55 414.02 351.24
Interest accrued and due on borrowings - - - - 6.88
Derivative Liabilities - Forward exchange contracts used for hedging - - 14.51 - -
Employee benefits payable 46.60 53.01 103.42 67.34 57.92
Capital creditors - - - 8.41 39.42
Other Payables 0.82 0.64 0.39 - -
Total 6 8.97 331.30 139.87 489.77 455.46
Refer note 35 - Financial instruments, fair values and risk measurement
During the year ended 31 March 2022, Imagine Singapore Pte Ltd (subsidiary company) acquired 100% shareholding of Kaha Pte Ltd for consideration of USD 40 million which was payable in instalments over a period of 4 years starting February 2022. Out of the
total consideration of USD 40.00 million, Imagine Singapore Pte Ltd has paid USD 39.75 million till 30 June 2025 (31 March 2025: USD 39.75, 30 June 2024: USD 35.98, 31 March 2024 : USD 33.46 , 31 March 2023 : USD 31.31) and balance amount of USD
0.25 million is payable in FY 2026. The discounted present value of outstanding deferred consideration payable is USD 0.25 million (INR 21.55 million) (USD 0.25 million (INR 21.55 million) as at 31 March 2025) is disclosed as deferred purchase consideration
mentioned above.
23 Other current liabilities
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Contract liabilities (Advance from customers) 97.17 77.00 83.84 55.87 113.29
Statutory dues (includes goods and services tax, tax deducted at source, provident fund, etc.) 65.92 54.46 67.59 45.30 37.98
Total 1 63.09 131.46 151.43 101.17 151.27
313Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
24 REVENUE FROM OPERATIONS
Three months ended Three months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Sale of products 6 ,277.87 5 ,669.15 3 0,703.87 3 1,149.68 33,616.71
Other Operating Income 3 .15 3 .06 2 8.90 2 7.06 151.19
Total Revenue from Operations 6,281.02 5,672.21 30,732.77 3 1,176.74 33,767.90
(i) Reconciliation of Revenue from sale of products with the contracted price:
Three months ended Three months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Contracted Price 7 ,382.50 7 ,314.40 3 7,226.18 3 8,439.23 41,220.23
Less: Returns ( 145.88) ( 631.78) ( 2,042.04) (2,632.26) (2,392.53)
Less: Discounts ( 958.75) ( 1,013.47) ( 4,480.26) (4,657.29) (5,210.99)
Sale of products 6,277.87 5,669.15 30,703.87 3 1,149.68 33,616.71
(ii) Contract balances:
Three months ended Three months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Trade receivables (refer note 12) 3,649.33 1,958.85 2,796.12 1 ,740.00 3,052.33
Contract Liabilities (refer note 23) 97.17 77.00 83.84 5 5.87 113.29
Note: Contract liabilities represent advance received from customers for sale of products at the reporting date.
(iii) Movement in contract liabilities during the year:
Three months ended Three months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Balance as at beginning of the period/year 83.84 55.87 55.87 1 13.29 11.30
Revenue recognised that was included in the contract liability balance at the beginning of the
period/ year (76.71) (55.87) (55.87) (113.29) (11.30)
Advance received during the period/year 90.04 77.00 83.84 5 5.87 113.29
Balance as at end of the period/year 97.17 77.00 83.84 5 5.87 113.29
Note: Contract liabilities as at period/year ended 30 June 2025 and 31 March 2025 will be recognised as revenue in the next 12 months.
(iv) Disaggregation of revenue from contracts with customers:
Three months ended Three months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Based on geographies
Within India 6 ,167.62 5,657.23 3 0,504.75 3 1,011.73 32,390.26
Outside India 110.25 11.92 199.12 1 37.95 1,226.45
Total 6,277.87 5,669.15 30,703.87 3 1,149.68 33,616.71
Based on business segments
Audio 4,965.78 4,767.70 25,860.40 2 4,591.99 23,508.31
Wearables 796.17 686.74 3,304.14 5 ,502.96 9,015.60
Others 515.92 214.71 1,539.33 1 ,054.73 1,092.80
Total 6,277.87 5,669.15 30,703.87 3 1,149.68 33,616.71
(v) No information is provided about remaining performance obligations as at 30 June 2025, 31 March 2025, 30 June 2024, 31 March 2024 and 31 March 2023 or at that have an original expected duration of one
year or less, as allowed by Ind AS 115.
25 OTHER INCOME
Three months ended Three months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Interest income under the effective interest method :
- From Banks (calculated using the effective interest method for financial assets) 3 9.62 4 0.09 1 70.29 1 37.26 172.96
- From Others 0 .68 0 .63 2 .72 2 .40 1.09
Other non-operating income -
- Fair valuation gain from investments designated at FVTPL (net) 5 .30 - 2 3.82 0 .15 0.82
- Insurance claim recovery 4 2.18 - -
- Liabilities no longer required written back - - - - 0.24
- Net gain on account of foreign exchange fluctuation 0 .33 1 .80 2 .52 - -
- Other non-operating income (includes miscellaneous income, etc.) 1 5.26 8 .99 4 6.02 3 6.91 88.83
Total 103.37 51.51 245.37 1 76.72 263.94
26 PURCHASES OF STOCK-IN-TRADE
Three months ended Three months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Purchases of stock-in-trade 5 ,765.71 3 ,532.68 2 0,697.81 2 2,711.25 25,268.96
Total 5,765.71 3,532.68 20,697.81 2 2,711.25 25,268.96
Note: The above purchase amount is net of sale of raw material made to the manufacturers in India for conversion of raw materials into finished goods amounting to Rs. 648.84 million (31 March 2025: Rs.
1,589.51 million, 30 June 2024: Rs. 108.74 milion, 31 March 2024 Rs. 2,107.86 million, 31 March 2023 Rs. 1,633.88 million). The same is netted off since the cost of finished goods purchased from those
manufacturers are inclusive of the cost of raw material transferred to them.
314Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
27 CHANGES IN INVENTORIES OF STOCK-IN-TRADE
Three months ended Three months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Inventory at the beginning of the year 3,258.12 4,310.06 4,310.06 4 ,701.75 5,538.55
Inventory at the end of the year 4,486.60 3,768.20 3,258.12 4 ,310.06 4,701.75
(Increase)/decrease in inventories of stock-in-trade (1,228.48) 541.86 1,051.94 3 91.69 836.80
28 EMPLOYEE BENEFITS EXPENSE
Three months ended Three months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Salaries, wages and bonus 3 37.09 2 90.44 1 ,196.79 1 ,146.38 914.28
Contribution to provident and other funds 1 1.67 1 0.55 4 3.60 2 4.78 33.54
Defined benefit plan expenses (refer note 39) 2 .96 2 .24 8 .93 1 3.82 6.89
Compensated absence 6 .29 3 .01 1 2.68 8 .65 3.24
Share based payments (refer note 40) 2 7.09 1 8.47 8 6.04 1 11.56 36.22
Total 385.10 324.71 1,348.04 1 ,305.19 994.17
29 FINANCE COSTS
Three months ended Three months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Interest cost on financial liabilities measured at amortized cost
- Borrowings from banks 1 1.99 6 5.58 1 27.53 5 45.33 660.90
- Lease liabilities 4 .27 5 .94 2 1.50 2 4.66 12.92
- Deferred Purchase Consideration - 1 9.33 7 8.38 5 3.52 47.68
Interest cost on others
- Net defined benefit liability (refer note 39) 0 .52 0 .40 1 .59 0 .89 0.46
- Others (includes interest on MSME) 0 .25 0 .66 4 .82 - -
Fair value changes of liability component of CCPS - - - - -
Other borrowing costs 0 .52 6 .25 4 5.03 5 9.29 61.62
Total 17.55 98.16 278.85 6 83.69 783.58
30 DEPRECIATION AND AMORTISATION EXPENSES
Three months ended Three months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Depreciation for property, plant and equipment 1 8.77 1 7.98 7 3.53 7 0.60 49.11
Depreciation of right-of-use assets 2 3.03 2 4.52 9 7.94 9 8.76 66.17
Amortisation of intangible assets 6 2.74 6 7.92 2 27.85 1 86.50 140.67
Total 104.54 110.42 399.32 3 55.86 255.95
31 OTHER EXPENSES
Three months ended Three months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Advertisement and promotion expenses 5 31.95 8 09.56 3 ,897.18 3 ,656.87 4,276.45
Freight and transportation charges 1 45.91 1 52.44 6 45.30 6 22.51 588.86
Warranty expenses 1 61.18 2 21.64 8 25.77 1 ,445.32 1,343.74
Legal and professional expenses 4 6.18 4 3.04 1 89.64 1 88.26 251.66
Contract labour charges 3 2.93 4 2.11 1 58.95 1 43.67 113.71
Payment to auditor 2 .31 0 .98 1 1.78 1 0.75 12.92
Rent expense 6 .29 4 .78 6 .56 1 2.82 28.64
Rates, fees and taxes 1 .75 8 .55 5 3.72 3 7.74 36.81
Repair and maintenance expense 2 .40 4 .22 1 5.09 1 5.54 9.60
Royalty expenses 0 .28 1 3.77 5 0.91 7 3.88 72.79
Information technology and support charges 5 0.35 6 8.46 2 42.85 2 91.46 185.71
Expenditure on corporate social responsibility 0 .20 - - 6 .70 22.06
Loss on Sale/Disposal of tangible and intangible assets - 0 .01 0 .20 1 .07 5.16
Provision for impairment of non-current investment - - 7 .73 - -
Provision for loss allowance for trade receivables ( 22.92) ( 34.98) 1 8.67 (62.23) 252.78
Fair value loss on account of changes in financial liability - - 6 .52 8 .72 31.23
Provision for doubtful advances ( 3.76) 1 56.89 1 45.59 1 04.00 -
Net (gain)/ loss on account of foreign exchange fluctuation - - - 1 .92 -
Miscellaneous expenses 8 4.66 6 3.82 3 51.12 3 29.22 249.16
Total 1,039.71 1,555.29 6,627.58 6 ,888.22 7,481.28
315Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
32 EARNINGS / (LOSS) PER SHARE ('EPS')
Three months ended Three months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Profit /(loss) attributable to equity shareholders (basic and diluted) 213.53 (310.76) 610.80 (796.84) (1,294.54)
Less: Preference dividend on cumulative CCPS** ( 0.00) ( 0.00) ( 0.01) - -
Profit/(Loss) attributable to equity shareholders (basic and diluted): # 213.53 (310.76) 610.79 (796.84) (1,294.54)
Basic EPS
Number of equity shares at the beginning of the period/year 9,61,46,300 9,61,46,300 9,61,46,300 9 ,60,96,300 9,60,30,300
Add: Issue of Equity Shares on exercise of employee stock option - - - 5 0,000 66,000
Number of equity shares at the end of the period/year 9,61,46,300 9,61,46,300 9,61,46,300 9 ,61,46,300 9,60,96,300
Number of instruments mandatorily convertible into equity at the beginning 1,48,41,520 1,48,41,520 1,48,41,520 1 ,48,41,520 5,27,269
of the period/ year
Add: Shares issued during the period/year - - - - 1,43,14,251
Less: Shares converted into equity shares during the period/year - - - - -
Number of instruments mandatorily convertible into equity outstanding at 1,48,41,520 1,48,41,520 1,48,41,520 1 ,48,41,520 1,48,41,520
end of the the period/year
Total of equity shares and instruments mandatorily convertible into equity 11,09,87,820 11,09,87,820 11,09,87,820 1 1,09,87,820 11,09,37,820
Weighted average number of shares outstanding during the period/year for Basic EPS 1 5,00,98,551 1 5,00,98,551 1 5,00,98,551 1 5,00,98,551 14,03,56,294
Diluted EPS
Weighted average number of shares outstanding during the period/year for Basic EPS 1 5,00,98,551 1 5,00,98,551 1 5,00,98,551 1 5,00,98,551 14,03,56,294
Add: Employee stock options outstanding* 5 ,60,643 - 5 ,60,643 - -
Weighted average number of shares outstanding during the period/year for Diluted EPS* 15,06,59,194 15,00,98,551 15,06,59,194 1 5,00,98,551 14,03,56,294
Earnings / (Loss) Per Share (Rs.):
Basic 1.42 (2.07) 4.07 (5.31) (9.22)
Diluted* 1.42 (2.07) 4.05 (5.31) (9.22)
* Employee Stock options outstanding (30 June 2024: 560,643 31 March 2024: 560,643, 31 March 2023: 558,660) were excluded from the diluted weighted-average number of equity shares calculation because
their effect would have been anti-dilutive.
#Profit/(loss) attributable to equity shareholders (diluted) have been restated as part of restatement adjustmnets in the above table for year ended 31 March, 2024. (Refer Note 52)
(a)For the purpose of computing Basic EPS, equity shares that are mandatorily convertible into equity are included in the weighted average number of shares outstanding from the date of their issue.
Additionally, refer note 16 (c) and 18 (xiv) for the conversion ratio.
** Preference dividend on cumulative CCPS is Rs 3,090 for the three months period ended 30 June 2024 and 30 June 2025
33 CONTINGENT LIABILITIES AND CONTINGENT ASSETS
(i) Contingent Liabilities
As at As at As at As at As at
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Contingencies
Indirect Tax matters (refer note(a) (b) (c)) 2 ,408.43 7 31.19 2 ,408.43 4 35.90 341.98
Claims against the Holding Company not acknowledged as debts
Dividend on 0.01% Cumulative Compulsorily Convertible preference shares 0 .05 0 .04 0 .05 0 .03 0.02
of Rs. 6,000 each (refer note (d))
Dividend on 0.01% Cumulative Compulsorily Convertible preference shares # # # # #
of Rs. 3 each (refer note (d))
(a) TheHoldingCompanyhasreceivedashowcausenoticefromtheCommissionerofCustoms(Import)allegingincorrectclassificationoftheproduct"BluetoothHeadphone"duringtheyearended31March2022.
TheCompanyhasfiledanappealbeforeCommissionerofCustoms(Import)ACCSahar.TheHoldingCompanybelievesthattheithasastrongcaseandexpectsnosignificantoutflowofliability.Hencesame
has been disclosed as contingent liabilities. The above amount excludes interest and penalty (not quantified in order)
(b) TheHoldingCompanyhasreceivedashowcausenotice(SCN)No.2061/2022-23dated13.02.23fromtheCommissionerofCustoms(Import)allegingincorrectclassificationoftheproduct"BluetoothHeadset
andHeadphone"duringtheyearended31March2024,andclaimingexemptionbenefitintermsofSr.No.20ofNotificationNo.57/17-Cus.,dated30.06.17,asamended.TheSCNhasbeenadjudicated.The
HoldingCompanyhasfiledanappealbeforetheCESTAT,Mumbai,on23.04.25,bearingAppealNo.C/86271/2025,andisintheprocessoffilingEHApplication.TheHoldingCompanybelievesthattheithas
a strong case and expects no significant outflow of liability. Hence same has been disclosed as contingent liabilities. The above amount excludes interest and penalty (not quantified in order).
(c) During the year ended 31 March 2025:
(i) The Holding Company has received a show cause notice (SCN) No. 561/2024-25 dated 18.06.24 from the Commissioner of Customs (Import), NS-V, JNCH alleging incorrect classification of the product
‘Bluetooth Headsets/ Headphones/ Earphones’, and claiming exemption benefit in terms of Sr. No. 20 of Notification No. 57/17-Cus., dated 30.06.17, as amended. The first personal hearing was held on
29.05.25. However, pursuant to appointment of Commissioner of Customs, NS-V, JNCH as common adjudicating authority, re-hearing conducted on 04.08.25. An order 164/2025-26/COMMR/NS-
V/CAC/JNCH dated 11.08.25 was issued. The Holding Company is in the process of filing appeal against Order dated 11.08.25 before CESTAT, Mumbai. The Holding Company believes that it has a strong case
and expects no significant outflow of liability. Hence same has been disclosed as contingent liabilities. The above amount excludes interest and penalty (not quantified in order).
(ii) The Holding Company has received show cause notice (SCN) No. 190 / 2024-25 dated 22.07.2024 from the Commissioner of Customs (Import), ACC Sahar, Mumbai, Commissioner of Customs, City
Customs Commissionerate, Bengaluru and Additional Commissioner of Customs, Airport & ACC, Bengaluru alleging incorrect classification of the product ‘True Wireless Bluetooth Stereo
Headsets/Headphones/Earphones/Hands-free’. SCN has been adjudicated and has culminated in Order-in-Original No. CC-HB-38-2024-25-ADJ-I-ACC dated 15.02.25. The Holding Company filed an appeal
before the CESTAT, Mumbai, on 23.05.25 bearing Appeal No. C/86275/2025, and is in the process of filing EH Application. The Holding Company believes that it has a strong case and expects no significant
outflow of liability. Hence same has been disclosed as contingent liabilities. The above amount excludes interest and penalty (not quantified in order).
(iii) The Company has received show cause notice (SCN) No. 172/ 2024-25 dated 12.08.2024 from the Additional Commissioner of Customs, Airport & ACC, Bengaluru, alleging incorrect classification of the
product ‘True Wireless Bluetooth Stereo Headsets/ Headphones/Earphones/Hands-free/Headphone’ and claiming exemption benefit in terms of Sr. No. 20 of Notification No. 57/17-Cus., dated 30.06.17, as
amended. The first personal hearing was held on 04.12.24. However, pursuant to appointment of Commissioner of Customs, NS-V, JNCH as common adjudicating authority, re-hearing conducted on 04.08.25. An
order 164/2025-26/COMMR/NS-V/CAC/JNCH dated 11.08.25 was issued. The Company is in the process of filing appeal against Order dated 11.08.25 before CESTAT, Mumbai. The Company believes that it
has a strong case and expects no significant outflow of liability. Hence same has been disclosed as contingent liabilities. The above amount excludes interest and penalty (not quantified in order).
(iv) The Company has received show cause notice (SCN) No. 666/ 2024-25 dated 14.10.2024 from the Commissioner of Customs, City Customs Commissionerate, Bengaluru, alleging incorrect classification of
the product ‘True Wireless Bluetooth Stereo Headsets/ Headphones/Earphones’ and claiming exemption benefit in terms of Sr. No. 20 of Notification No. 57/17-Cus., dated 30.06.17, as amended. The first
personal hearing was held on 04.08.25. However, pursuant to appointment of Commissioner of Customs, NS-V, JNCH as common adjudicating authority, re-hearing conducted on 04.08.25. An order 164/2025-
26/COMMR/NS-V/CAC/JNCH dated 11.08.25 was issued. The Company is in the process of filing appeal against Order dated 11.08.25 before CESTAT, Mumbai. The Company believes that it has a strong
case and expects no significant outflow of liability. Hence same has been disclosed as contingent liabilities. The above amount excludes interest and penalty (not quantified in order).
(d) # The below mentioned numbers are absolute and not in millions
(i)TheHoldingCompanyhasissued1,7620.01%CumulativeCompulsorilyConvertiblepreferencesharesofRs.6,000eachwhichcarryarighttopreferredcumulativedividendof0.01%oftheparvalueper
annumasat30June2025,thearrearsofpreferredcumulativedividendnotyetdeclaredbytheHoldingCompanyamountstoRs43,580(31March2025:Rs.43,580,30June2024:Rs.35,809,31March2024:
Rs 33,219, 31 March 2023: Rs. 22,857).
(ii)Duringtheyearended31March2023,theHoldingCompanyhasissued0.01%CumulativeCompulsorilyConvertiblepreferencesharesofRs.3eachwhichcarryarighttopreferredcumulativedividendof
0.01%oftheparvalueperannum.Asat30June2025,thearrearsofpreferredcumulativedividendnotyetdeclaredbytheHoldingCompanyamountstoRs3,994(31March2025:Rs.3994,30June2024:Rs.
2496, 31 March 2024: Rs 1,997 , 31 March 2023: Rs. 500)
(e) There are no other contingent liabilities as on 30 June 2025, 31 March 2025, 30 June 2024, 31 March 2024 and 31 March 2023.
(ii) Contingent assets
There are no contingent assets as on 30 June 2025, 31 March 2025, 30 June 2024, 31 March 2024 and 31 March 2023.
316Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
34 COMMITMENTS #
As at As at As at As at As at
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
A. Lease commitments
Not later than one year - - - - 1.49
Later than one year and not later than five years - - - - -
Later than five years - - - - -
- - - - 1.49
B. Capital commitments
Estimated amount of contracts remaining to be executed on capital account for purchase of - - - - 44.04
property, plant and equipment and not provided for (net of capital advances)
Estimated amount of contracts remaining to be executed on capital account for purchase of 1 5.74 0 .15 1 6.06 4 .96 -
intangible assets and not provided for (net of capital advances)
There are no commitments which are given outside the Group, Holding Company has given support letter to its Wholly Owned Subsidiary Dive Marketing Private Limited and HOB Ventures Private Limited.
*Other commitments have been restated as part of restatement adjustments for 31 March, 2024. Refer Note 52.
317Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
35 FINANCIAL INSTRUMENTS FAIR VALUE AND RISK MEASUREMENTS
A. Financial instruments by category and their fair value
The carrying amounts and fair values of financial instruments by class are as follows:
It does not include fair value information for all financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
Particulars Note As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
FINANCIAL ASSETS
Financial assets measured at fair value
Fair value through profit and loss (FVTPL)
Investment in mutual fund 7 - - 8 31.95 - 8.14
Forward exchange contracts used for hedging 8 1.30 - - - -
Financial assets not measured at fair value
Financial assets at amortised cost #
Trade receivables 12 3 ,421.54 1 ,761.79 2 ,545.41 1 ,507.96 2,758.06
Cash and cash equivalents 13 6 97.38 9 12.98 8 37.68 6 04.45 1,474.03
Bank balance other than cash and cash equivalents 14 1 ,990.00 1 ,800.00 1 ,990.00 1 ,935.00 1,930.40
Loans 15 1 .45 0 .49 0 .54 0 .04 0.45
Other financial assets 8 2 91.74 8 1.65 1 71.55 2 06.43 383.08
Total financial assets 6 ,403.41 4 ,556.91 6 ,377.13 4 ,253.88 6,554.16
FINANCIAL LIABILITIES
Financial liabilities measured at fair value
Fair value through profit and loss (FVTPL)
Financial liabilities in relation of CCPS 18 5 ,046.47 5 ,039.95 5 ,046.47 5 ,039.95 5,031.23
Forward exchange contracts used for hedging 22 - - 1 4.51 - -
Financial liabilities not measured at fair value
Financial liabilities at amortised cost #
Borrowings 18 6 74.03 2 ,777.62 6 02.34 3 ,561.92 7,329.86
Trade payables 21 4 ,606.06 2 ,585.20 3 ,711.35 2 ,200.65 2,595.53
Other financial liabilities 22 6 8.97 3 31.30 1 39.87 4 89.77 689.25
Total financial liabilities 1 0,395.53 1 0,734.07 9 ,514.54 1 1,292.29 15,645.87
# The "Investments in Associates and Joint venture" have been removed from the above note, as these are not considered as a Financial Asset as per Ind AS 109 "Financial Instruments" for 31 March 2024: Rs 480.20
million and 31 March 2023: Rs 295.29 million.
# The "Lease liabilities" have been removed from the above note, as these are not considered as a Financial Liability as per Ind AS 109 "Financial Instruments" for 31 March 2024: Rs 280.41 million and 31 March 2023:
Rs188.50 million. The same is forming part of restatement adjustments. Refer Note 52.
B. Fair Value Hierarchy
Thefairvalueoffinancialinstrumentsasreferredtoinnote(A)abovehavebeenclassifiedintothreecategoriesdependingontheinputsusedinthevaluationtechnique.Thehierarchygivesthehighestprioritytoquoted
prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
The categories used are as follows:
Level 1: Quoted prices for identical instruments in an active market;
Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs; and
Level 3: Inputs which are not based on observable market data.
For assets and liabilities which are measured at fair value as at Balance Sheet date, the classification of fair value calculations by category is summarised below:
Particulars Level 1 Level 2 Level 3 Total
As at 30 June 2025
Financial assets measured at fair value
Investments in mutual funds - - - -
Financial liabilities measured at fair value
Financial Liabilities (Compulsorily convertible preference shares) - - 5,046.47 5,046.47
As at 31 March 2025
Financial assets measured at fair value
Investments in mutual funds 8 31.95 - - 831.95
Financial liabilities measured at fair value
Financial Liabilities (Compulsorily convertible preference shares) - - 5,046.47 5,046.47
As at 30 June 2024
Investments in mutual funds - - - -
Financial liabilities measured at fair value
Financial Liabilities (Compulsorily convertible preference shares) - - 5 ,039.95 5,039.95
As at 31 March 2024
Financial liabilities measured at fair value
Financial Liabilities (Compulsorily convertible preference shares) - - 5 ,039.95 5,039.95
As at 31 March 2023
Financial assets measured at fair value
Investments in mutual funds 8 .14 - - 8.14
Financial liabilities measured at fair value
Financial Liabilities (Compulsorily convertible preference shares) - - 5 ,031.23 5,031.23
There have been no transfers between Level 1 and Level 2 during the reporting periods.
This space has been left blank intentionally
318Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
35 FINANCIAL INSTRUMENTS FAIR VALUE AND RISK MEASUREMENTS (CONTINUED)
B. Fair Value Hierarchy (Continued)
Calculation of Fair Values
The fair values of the financial assets and liabilities are defined as the price that would be received on sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. Methods and assumptions used to estimate the fair values are consistent with those used for the three months period ended 30 June 2025 and 30 June 2024 and year ended 31March 2025, 31 March 2024 and 31
March 2023.
Financial assets and liabilities measured at fair value as at Balance Sheet date:
Thefairvaluesofinvestmentsinmutualfundunitsisbasedonthenetassetvalue(‘NAV’)asstatedbytheissuersofthesemutualfundunitsinthepublishedstatementsasatBalanceSheetdate.NAVrepresentsthe
price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.
DuringtheyearendedMarch2023,theHoldingCompanyhasissued0.01%CumulativeCompulsorilyConvertiblepreferencesharesofRs.3each(SeriesCCCPS)classifiedasfinancialliability.TheHoldingCompany
hasderivedthefairvalueofCCPSwiththehelpofindependentvaluer.Thevaluerhasuseddiscountedcashflowmethodtoderivethevalueoftheinstruments.TheCompanyusedlevelIIIfairvaluationmodelforfair
valuation of CCPS.
Valuation techniques and significant unobservable inputs
The following tables show the valuation techniques used in measuring Level 3 fair values for financial instruments measured at fair value in the condensed statement of financial position, as well as the significant
unobservable inputs used.
Type Valuation techniques Significant unobservable inputs Inter-relationship between key
unobservable inputs and fair value
measurement
Compulsorily Convertible Preference Shares For the purpose of determining fair value, the Theestimatedfairvaluewouldincrease
Holding Company has used the Discounted cash flow- Forecast annual revenue growth rate (decrease) if:
technique.
- Forecast Terminal revenue growth rate -theforecastannualrevenuegrowthrate
• Discounted cash flows technique (DCF): The were higher (lower);
valuation model considers the present value of - Risk-adjusted discount rate
expected cash flows, discounted using a risk-adjusted -theterminalgrowthratewerehigher
discount rate. The expected cashflows is determined - EBITDA Margin * (lower);
by considering the forecast annual revenue and
EBITDA. - the risk adjusted discount rate were
lower (higher).
- the EBITDA margin were higher
(lower)
Significant unobservable inputs used for Level III fair valuation are as follow: As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
- Risk-adjusted discount rate 18.24% 17.09% 18.24% 17.09% 16.88%
- Forecast Terminal revenue growth rate 3.00% 3.00% 3.00% 3.00% 3.00%
- Forecast annual revenue growth rate 17% to 25% 2% to 17% 17% to 25% 2% to 17% 17% to 30%
- EBITDA Margin* 4.5% to 16.6% 5.9% to 18.1% 4.5% to 16.6% 5.9% to 18.1% 4.9% to 16.6%
Transfers between Levels in the fair value hierarchy
There have been no transfers between levels in the fair value hierarchy
The following tables shows a reconciliation from the opening balance to the closing balance for level 3 fair values.
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Series C CCPS Series C CCPS Series C CCPS Series C CCPS Series C CCPS
Balance at the beginning of the period/year 5 ,046.47 5 ,039.95 5 ,039.95 5 ,031.23 -
Issued during the period/year - - - - 5,000.00
Unrealised Gain /(losses) recognised in profit or loss - - 6 .52 8 .72 31.23
Balance at the end of the period/year 5,046.47 5,039.95 5,046.47 5,039.95 5031.23
Level 3 fair value sensitivity analysis
As at 31 March
As at 30 June 2025 As at 30 June 2024 As at 31 March 2025As at 31 March 2024 2023
Sensitivity analysis: Impact on profit and loss (after tax) Change by 1% Impact on Impact on Impact on Impact on Impact on
Profit and Loss (in Profit and Loss (in Profit and Loss (in Profit and Loss (in Profit and Loss
millions) millions) millions) millions) (in millions)
- Risk-adjusted discount rate Impact of 1% increase ( 64.41) ( 70.93) ( 64.41) ( 70.93) (93.07)
Impact of 1% decrease 6 6.85 7 0.93 6 6.85 7 0.93 93.07
- Forecast Terminal revenue growth rate Impact of 1% increase 6.75 6.52 6 .75 6 .52 9.67
Impact of 1% decrease ( 5.95) ( 6.52) ( 5.95) ( 6.52) (9.67)
- Forecast annual revenue growth rate# Impact of 1% increase 238.13 150.93 238.13 150.90 577.12
Impact of 1% decrease ( 235.93) ( 149.50) ( 235.93) ( 149.50) (571.21)
- EBITDA Margin* Impact of 1% increase 59.40 38.65 5 9.40 3 8.65 73.65
Impact of 1% decrease ( 58.62) ( 38.09) (58.62) (38.09) (73.65)
* The "EBITDA Margin" and sensitivity has been disclosed in note no. 35(B), as required by Ind AS 109 "Financial Instruments". The same has been restated as part of restatement adjustment for year ended 31 March,
2024. Refer Note 52.
# The Forecast annual revenue growth rate sensitivity has been disclosed in note no. 35(B), as required by Ind AS 109 "Financial Instruments". The same has been restated as part of restatement adjustment for year
ended 31 March, 2024. Refer Note 52.
Other financial assets and liabilities
Fair value of financial assets and liabilities measured at amortised cost (cash and cash equivalents, other bank balance, trade receivables, other financial assets, trade payables, borrowings, lease liabilities and other
financial liabilities) is not materially different from the amortised cost. Further, impact of time value of money is not significant for the financial instruments classified as current. Accordingly, the fair value has not been
disclosed separately.
319Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
35 FINANCIAL INSTRUMENTS FAIR VALUE AND RISK MEASUREMENTS (CONTINUED)
C. Financial risk management
The Group’s business activities are exposed to a variety of financial risks, namely liquidity risk, market risk and credit risk. The Group’s senior management has the overall responsibility for establishing and governing the
Group's risk management framework. The Holding Company has constituted a Risk Management Committee, which is responsible for developing and monitoring the Group’s risk management policies. The Group’s risk
management policies are established to identify and analyse the risks faced by the Group, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the
changes in the policy accordingly. The key risks and mitigating actions are also placed before the Audit Committee of the Holding Company.
(i) Management of Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are proposed to be settled by delivering cash or other financial assets. The Group’s
financial planning has ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage
to the Group’s reputation.
The Group has obtained fund and non-fund based working capital lines from various banks. The Group also monitors the level of expected cash inflows on trade receivables together with expected cash outflows on trade
payables. The Group regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet operational needs. Any short-term surplus cash generated, over and above the amount required for
working capital management and other operational requirements, is retained as cash and cash equivalents (to the extent required) and any excess is invested in interest bearing term deposits with appropriate maturities to
optimise the cash returns on investments while ensuring sufficient liquidity to meet its liabilities.
Financing arrangement
The Holding Company had access to the following undrawn borrowing facilities at the end of the reporting year:
As at As at As at As at As at
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Cash credit facilities (includes bank overdraft and working capital facilities) # 6,587.10 4,505.08 6,659.27 6,333.31 3,579.36
Other financing arrangements (includes bill discounting, letter of credit, etc.) - 1,000.00 1,000.00 1,000.00 340.78
6,587.10 5,505.08 7,659.27 7,333.31 3,920.14
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest receipts / payments and exclude the impact of
netting agreements.
Particulars Discounted Carrying Undiscounted Amount
Note amount Within 1 year More than 1 year Total
As at 30 June 2025
Financial liabilities (non derivative liabilities)
Borrowings - Short term 18 5 ,720.50 5 ,720.50 - 5,720.50
Trade payables 21 4 ,606.06 4 ,606.06 - 4,606.06
Other financial liabilities 22 6 8.97 6 8.97 - 68.97
As at 31 March 2025
Financial liabilities (non derivative liabilities)
Borrowings - Short term 18 5 ,648.81 5 ,648.81 - 5,648.81
Trade payables 21 3 ,711.35 3 ,711.35 - 3,711.35
Other financial liabilities 22 1 25.36 125.36 - 125.36
As at 30 June 2024
Financial liabilities (non derivative liabilities)
Borrowings - Long term 18 5 ,039.95 - 5 ,039.95 5,039.95
Borrowings - Short term 18 2 ,777.62 2 ,777.62 - 2,777.62
Trade payables 21 2 ,585.20 2 ,585.20 - 2,585.20
Other financial liabilities 22 3 31.30 3 31.30 - 331.30
As at 31 March 2024
Financial liabilities (non derivative liabilities)
Borrowings - Long term 18 5 ,039.95 - 5 ,039.95 5,039.95
Borrowings - Short term 18 3 ,561.92 3 ,561.92 - 3,561.92
Trade payables 21 2 ,200.65 2 ,200.65 - 2,200.65
Other financial liabilities 22 4 89.77 3 87.49 1 76.93 564.42
As at 31 March 2023
Financial liabilities (non derivative liabilities)
Borrowings - Long term 18 5 ,031.23 - 5 ,031.23 5,031.23
Borrowings - Short term 18 7 ,329.86 7 ,329.86 - 7,329.86
Trade payables 21 2 ,595.53 2 ,595.53 - 2,595.53
Other financial liabilities 22 6 89.25 3 10.00 4 04.41 714.41
Note: For terms and conditions on series C CCPS refer note foot note (viii) to note 18
320Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
35 FINANCIAL INSTRUMENTS FAIR VALUE AND RISK MEASUREMENTS (CONTINUED)
(ii) Management of Market Risk
Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity prices – will affect the Group’s income or the value of its holdings of financial instruments.
The Group size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
- Currency risk
- Price risk
- Interest rate risk
Currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign exchange rates. The functional currency of the Group is Indian Rupees and its revenue is
generated from operations in India. The Group does not enter into any derivative instruments for trading or speculative purposes. The Group's borrowings are in INR and USD currency.
Transactional exposures arise from transactions in foreign currency. They are managed in a prudent and systematic manner in accordance with the Group’s specific business needs.
The carrying amounts of the Group’s foreign currency denominated monetary items are as follows:
As at As at As at As at As at
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Payable
USD
Amount in foreign currency 1 3.75 9 .17 1 3.66 1.09 3.16
Amount in INR 1,176.06 765.55 1,169.25 90.62 260.14
CNY (Chinese Renminbi)
Amount in foreign currency 2 .55 1 .95 0 .57 1.51 5.41
Amount in INR 30.07 2 2.37 6 .74 17.40 64.66
SGD (Singapore Dollar)
Amount in foreign currency 0 .01 0 .01 0 .07 0.05 0.30
Amount in INR 0.85 0 .53 4 .61 2.96 18.24
Trade and Other Receivable
USD (United States Dollar)
Amount in foreign currency 0 .49 0 .01 0 .08 0.00 0.57
Amount in INR 41.95 0 .80 6 .65 0.40 47.01
CNY (Chinese Renminbi)
Amount in foreign currency 0 .58 0 .47 0 .07 0.46 1.91
Amount in INR 6.80 5 .44 0 .80 5.32 22.83
SGD (Singapore Dollar)
Amount in foreign currency 0 .06 0 .07 0 .04 0.05 0.39
Amount in INR 3.61 4 .01 2 .61 3.40 24.17
Cash and cash equivalents
USD (United States Dollar)
Amount in foreign currency 0 .17 0 .30 0 .16 0.37 -
Amount in INR 14.79 2 5.05 1 4.03 31.26 -
CNY (Chinese Renminbi)
Amount in foreign currency 0 .52 0 .16 0 .07 0.00 4.92
Amount in INR 6.18 1 .82 0 .80 0.02 58.85
SGD (Singapore Dollar)
Amount in foreign currency 0 .07 0 .01 0 .07 0.11 0.23
Amount in INR 4.31 0 .53 4 .61 7.03 14.32
This space has been left blank intentionally
321Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
35 FINANCIAL INSTRUMENTS FAIR VALUE AND RISK MEASUREMENTS (CONTINUED)
Currency risk (continued)
The Group is mainly exposed to changes in USD, SGD, CNY. The below table demonstrates the sensitivity to a 5% increase or decrease in the USD, SGD and CNY against INR, with all other variables held constant.
The sensitivity analysis is prepared on the net unhedged exposure of the Company as at the reporting date. 5% represents management’s assessment of reasonably possible change in foreign exchange rate.
As at As at As at As at As at
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
5% strengthening of INR compared to USD Profit or (Loss) 55.97 36.98 58.83 4.51 257.79
5% strengthening of USD compared to INR Profit or (Loss) (55.97) (36.98) (58.83) (4.51) (257.79)
5% strengthening of INR compared to USD Equity (net of tax) 41.88 27.68 44.02 3.38 192.91
5% strengthening of USD compared to INR Equity (net of tax) (41.88) (27.68) (44.02) (3.38) (192.91)
5% strengthening of INR compared to CNY Profit or (Loss) 0.85 0.76 0.26 0.60 (0.85)
5% strengthening of CNY compared to INR Profit or (Loss) (0.85) (0.76) (0.26) (0.60) 0.85
5% strengthening of INR compared to CNY Equity (net of tax) 0.64 0.57 0.19 0.45 (0.64)
5% strengthening of CNY compared to INR Equity (net of tax) (0.64) (0.57) (0.19) (0.45) 0.64
5% strengthening of INR compared to SGD Profit or (Loss) (0.35) (0.20) (0.13) (0.37) (1.01)
5% strengthening of SGD compared to INR Profit or (Loss) 0.35 0.20 0.13 0.37 1.01
5% strengthening of INR compared to SGD Equity (net of tax) (0.26) (0.15) (0.10) (0.28) (0.76)
5% strengthening of SGD compared to INR Equity (net of tax) 0.26 0.15 0.10 0.28 0.76
Price risk
The Group is mainly exposed to the price risk due to its investment in debt mutual funds. The price risk arises due to uncertainties about the future market values of these investments. The Company has laid policies and
guidelines which it adheres to in order to minimise price risk arising from investments in debt mutual funds.
The carrying amounts of the Group’s investment in mutual funds are as follows:
As at As at As at As at As at
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Investments in mutual funds - - 831.95 - 8.14
Sensitivity analysis:
1% increase in prices Profit or (Loss) - - 8.32 - 0.08
1% decrease in prices Profit or (Loss) - - (8.32) - (0.08)
1% increase in prices Equity (net of tax) - - 6.23 - 0.06
1% decrease in prices Equity (net of tax) - - (6.23) - (0.06)
Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the
interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.
The Group’s portfolio of borrowings does not comprise of fixed rate loans.
The Group does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss except for series C CCPS classified as financial liabilities and the Group does not have any
designated derivatives (interest rate swaps). Therefore, a change in interest rates at the reporting date would not affect profit or loss.
As at As at As at As at As at
Fixed-rate instruments 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Financial assets (cash and cash equivalent, fixed deposits, security deposits
and interest accrued on deposits)
2875.15 2794.63 2 ,902.61 2 ,745.88 3,787.51
Financial liabilities 5 ,046.47 - 5 ,046.47 5 ,039.95 5,031.23
Variable rate instruments
Financial assets - - - - -
Financial liabilities 674.03 2,777.62 602.34 3 ,561.92 7,329.86
As at As at As at As at As at
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Sensitivity analysis:
100 bps increase Profit or (Loss) (6.74) (27.78) (6.02) (35.62) (73.30)
100 bps decrease Profit or (Loss) 6 .74 2 7.78 6 .02 35.62 73.30
100 bps increase Equity (net of tax) (5.04) (20.79) (4.51) (26.65) (54.85)
100 bps decrease Equity (net of tax) 5.04 20.79 4.51 26.65 54.85
322Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
35 FINANCIAL INSTRUMENTS FAIR VALUE AND RISK MEASUREMENTS (CONTINUED)
C. Financial risk management (continued)
(iii) Management of Credit Risk
Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or fail to pay amounts due causing financial loss to the Group. The potential activities where credit risks may arise include
from cash and cash equivalents, investment in equity and preference shares of Associate Group and security deposits and principally from credit exposures to customers relating to outstanding receivables. The maximum
credit exposure associated with financial assets is equal to the carrying amount. Details of the credit risk specific to the company along with relevant mitigation procedures adopted have been enumerated below:
Trade receivables
TheGroup'sexposuretocreditriskisthattheGrouphasmajorbusinessdealingswithfewpartiestowhomsalesaremadeoncreditbasis.TheGroup'smajoritycustomerbasearee-commercemarketplaceplayers.Since
thesalesareaspercontract,theGroup'sexposuretocreditriskisinfluencedbytheindividualcharacteristicsofeachcustomer.However,themanagementalsoconsidersthefactorsthatmayinfluencethecreditriskof
it's customer base including the default risk associated with the industry. Customers with whom legal dispute is going on are considered as credit impaired.
TheGrouphasconsideredanassessmentofpasthistoryandhastakenintoaccountvariousfactorsincludingfutureforecastconditionsfordeterminationofallowanceforexpectedcreditloss.Thefollowingtable
provides information about the exposure to credit risk and ECLs for trade receivables from individual customers as at 30 June 2025, 30 June 2024, 31 March 2025, 31 March 2024 and 31 March 2023.
30 June 2025 Weighted average Gross Credit impaired
loss rate carrying
amount
Not Due 0% 2,849.65 No
Less than 6 months 3%-16% 685.40 No
6 Months to 1 Year 6%-50% 49.04 No
1 - 2 Years 100% 50.34 No
2 -3 Years 100% 2.69 No
More than 3 Years 100% 12.21 Yes
31 March 2025 Weighted average Gross Credit impaired
loss rate carrying
amount
Not Due 0% 1,479.04 No
Less than 6 months 3%-6% 1,183.16 No
6 Months to 1 Year 6%-50% 43.67 No
1 - 2 Years 100% 74.84 No
2 -3 Years 100% 1.20 No
More than 3 Years 100% 14.21 Yes
30 June 2024 Weighted average Gross Credit impaired
loss rate carrying
amount
Not due 0% 1,364.45 No
Less than 6 months 3%-16% 499.60 No
6 Months to 1 Year 6%-50% 27.15 No
1 - 2 Years 100% 52.80 No
2 -3 Years 100% 1.37 No
More than 3 Years 100% 13.48 Yes
31 March 2024 Weighted average Gross Credit impaired
loss rate carrying
amount
Not due 0% 1,158.81 No
Less than 6 months 3%-6% 400.73 No
6 Months to 1 Year 6%-56% 84.12 No
1 - 2 Years 100% 79.13 No
2 -3 Years 100% 14.22 Yes
More than 3 Years 100% 2.99 No
31 March 2023 Weighted average Gross Credit impaired
loss rate carrying
amount
Not due 0% 1,171.63 No
Less than 6 months 1%-2% 1,487.83 No
6 Months to 1 Year 1%-2% 331.22 No
1 - 2 Years 100% 56.54 Yes
2 -3 Years 100% 5.09 No
More than 3 Years 100% 0.02 No
Refer to note 12 (iv) for ageing for trade receivables from the due date of payment.
The Group does not have any impaired trade receivable as on 30 June 2025, 31 March 2025 , 30 June 2024, 31 March 2024 and 31 March 2023 except for those disclosed above.
The provision for impairment of trade receivables, movement of which has been provided in note 12 (iii), is not significant / material.
Other financial assets
The Group maintains exposure in cash and cash equivalents and term deposits with banks and other financial assets (including loan to employees and security deposit). The Group has set counter-party limits based on
multiple factors including financial position, credit rating, etc. The Group’s maximum exposure to credit risk as at 30 June 2025, 31 March 2025, 30 June 2024, 31 March 2024 and 31 March 2023 is the carrying value
of each class of financial assets.
323Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
36 CAPITAL MANAGEMENT
The Group defines capital as total equity including issued capital (equity and preference), share premium and all other equity reserves attributable to equity holders of the Company (which is the Group’s net asset value).
The Group manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The capital structure of the Group is based on management’s judgement of its strategic
and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence.
The Group monitors capital using a ratio of ‘adjusted net debt’ to ‘adjusted equity’. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings less cash and cash
equivalents. Adjusted equity comprises all components of equity.
The Group’s adjusted net debt to equity ratio was as follows.
As at As at As at As at As at
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Borrowings (including Series C CCPS classified as financial liability) 5,720.50 7,817.57 5,648.81 8,601.87 12,361.09
Lease liabitilies (refer note 19) 176.46 258.51 198.02 280.41 188.49
Total debt liabilities 5,896.96 8,076.08 5,846.83 8,882.28 12,549.58
Less : Cash and bank balances (refer note 13) (697.38) (912.98) (837.68) (604.45) (1,474.03)
Less : Bank balance other than cash and cash equivalents (refer note 14) (1,990.00) (1,800.00) (1,990.00) (1,935.00) (1,930.40)
Less : Bank deposits with remaining maturity more than 1 year (refer note 8) - - - - (215.00)
Less : Bank deposits with remaining maturity less than 1 year (refer note 8) - (10.00) - (135.00) -
Less : Financial Liability in relation to CCPS (refer note 18) (5,046.47) (5,039.95) (5,046.47) (5,039.95) (5,031.23)
Adjusted net debt (1,836.89) 313.15 (2,027.32) 1,167.88 3,898.92
Total equity* 5,317.84 4,095.69 5,082.51 4,372.74 4,952.55
Add : Financial Liability in relation to CCPS if classified as instruments entirely in equity in nature 5,046.47 5,039.95 5,046.47 5,039.95 5,031.23
Total adjusted equity* 10,364.31 9,135.64 10,128.98 9 ,412.69 9,983.78
Adjusted net debt to total equity ratio (considering CCPS as debt)* 0.60 1.31 0.59 1.42 1.80
Adjusted net debt to adjusted equity ratio* (0.18) 0.03 (0.20) 0.12 0.39
Note:
a.No changes were made in the objectives, policies or processes for managing capital during the years ended 30 June 2025,31 March 2025, 30 June 2024, 31 March 2024 and 31 March 2023.
b.Borrowings include financial liability in relation to CCPS issued during the year which is classified as financial liability as per Ind AS.
* The amounts have been restated for total equity for the years ended 31 March 2025, 31 March 2024 and 31 March 2023. Refer note 52.
This space has been left blank intentionally
324Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
37 RELATED PARTY DISCLOSURES
A. Names of the related parties of the Group
Entity having significant influence South Lake Investment Ltd (with effect from 5 January 2021)
Subsidiary company Dive Marketing Private Limited (with effect from 3 June 2021)
HOB Ventures Private Limited (with effect from 31 December 2021)
Imagine Marketing Singapore Pte. Ltd. (with effect from 29 November 2021)
Kaha Technologies Private Limited (with effect from 2 February 2022)
Step- down subsidiary company Kaha Pte Ltd (with effect from 11 February 2022)
KaHa Technology (ShenZhen) Co. Ltd (with effect from 11 February 2022)
Associate company Sirena Labs Private Limited (with effect from 5 November 2019 upto 3 June 2022)
Kimirica Lifestyles Private Limited (upto 15 January 2025)
Joint Venture Califonix Tech and Manufacturing Private Limited (with effect from 27 April 2022 )
Key management personnel (KMP) Name Designation Date of Date of
appointment resignation
Mr. Aman Gupta Whole time Director 05-Jul-22 Not Applicable*
Mr. Aman Gupta Non Executive Director 29-Sep-25 Not Applicable
Mr. Sameer Mehta Executive Director, 04-May-23 Not Applicable@
(Group’s Chief Operating
Decision Maker)
Mr. Sameer Mehta Chief Executive Officer 04-May-23 29-Sep-25
Mr. Sameer Mehta Executive Director 29-Sep-25 Not Applicable
Mr. Gaurav Nayyar Chief Executive Officer 29-Sep-25 Not Applicable
Mr. Anish Saraf Non Executive Director 05-Jan-21 Not Applicable
Mr. Aashish Kamat Independent Director 12-Nov-21 Not Applicable
Mr. Anand Ramamoorthy Independent Director 12-Nov-21 Not Applicable
Mr. Deven Waghani Independent Director 15-Dec-21 Not Applicable
Ms. Purvi Sheth Independent Director 12-Nov-21 Not Applicable
Mr. Vivek Gambhir Chief Executive Officer 09-Feb-21 15-Mar-23
Mr. Vivek Gambhir Non executive Director 04-May-23 Not Applicable
Mr. Ankur Sharma Chief Financial Officer 15-Dec-21 12-Dec-23
Mr. Rakesh Thakur Group Chief Financial Officer 12-Dec-23 Not Applicable
Ms. Dhara Joshi Company Secretary 13-May-21 05-May-22
Mr. Mukesh Ranga Company Secretary 05-May-22 13-Oct-23
Mr. Shreekant Sawant Company Secretary and 11-Apr-24 Not Applicable
Compliance Officer
* Desginated from Whole time Director to Non - executive Director w.e.f 29-Sep-2025
@ Desginated from Whole-time-Director to Executive Director w.e.f 29-Sep-2025
Entities in which KMP have significant influence Redwood Interactive (partnership firm where one of the Director is interested)
Entities with which company has joint venture arrangement Dixon Technologies India Limited
B. Disclosure of transactions between the Group and related parties
Year ended Year ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Purchase of goods
Joint Venture
Califonix Tech and Manufacturing Private Limited 1 ,604.15 1 ,438.16 7 ,318.55 4,006.40 -
High Sea Sales
Joint Venture
Califonix Tech and Manufacturing Private Limited 1 93.40 1 8.24 2 02.06 - -
Entities with which company has joint venture arrangement
Dixon Technologies India Limited 23.87 - - - -
Dividend Income
Joint Venture
Califonix Tech and Manufacturing Private Limited - - 3 0.00 - -
Reimbursement of expenses paid
Key managerial personnel
Mr. Aman Gupta 0 .28 0 .02 0 .31 0.39 1.11
Mr. Sameer Mehta - - 0 .67 0.01 0.14
Mr. Ankur Sharma - - - 0.08 -
Mr. Vivek Gambhir - - - 0.23 1.16
Mr. Anand Ramamoorthy - - - 0.03 -
Mr. Mukesh Ranga* (Refer Note below) - - - 0.00 -
Mr. Shreekant Sawant 0 .01 - 0 .48 - -
Mr. Rakesh Thakur - 0 .06 0 .22 0.20 -
*Note: The amount denotes Rs. 1400 for 31 March 2024
Contribution paid towards equity share capital
Califonix Tech and Manufacturing Private Limited - - - 165.00 50.50
Issue of Preference Shares including share premium
Other related party
South Lake Investment Ltd - - - - 4,000.00
Advance against supply of goods given during the year
Joint Venture
Califonix Tech and Manufacturing Private Limited 1 ,427.64 1 ,374.60 6 ,079.92 3,760.09 -
Sale of Property Plant and Equipment
Joint Venture
Califonix Tech and Manufacturing Private Limited - - - 78.91 -
325Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
37 RELATED PARTY DISCLOSURES (CONTINUED)
B. Disclosure of transactions between the Group and related parties (continued)
Year ended Year ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Directors Sitting Fees
Key managerial personnel
Mr. Aashish Kamat 0 .30 0 .23 1 .03 0 .48 0.80
Ms. Purvi Sheth 0 .28 0 .13 0 .93 0 .53 0.80
Mr. Deven Waghani 0 .08 0 .08 0 .28 0 .15 0.63
Mr. Anand Ramamoorthy 0 .43 0 .23 1 .33 0 .40 1.00
Mr. Vivek Gambhir 0 .23 0 .08 0 .60 0 .35 -
Commission to Directors
Key managerial personnel
Mr. Aashish Kamat 0 .38 0 .38 1 .50 1.50 1.50
Mr. Anand Ramamoorthy 0 .38 0 .38 1 .50 1.50 1.50
Mr. Deven Waghani 0 .38 0 .38 1 .50 1.50 1.50
Ms. Purvi Sheth 0 .38 0 .38 1 .50 1.50 1.50
Mr. Vivek Gambhir 0 .38 0 .38 1 .50 1.50 -
Remuneration to Key management personnel
Short term employee benefits:
Mr. Aman Gupta 6 .25 6 .25 2 5.00 25.00 25.00
Mr. Sameer Mehta 6 .25 6 .25 2 5.00 25.00 25.00
Mr. Vivek Gambhir - - - 19.16 29.57
Mr. Ankur Sharma - - - 14.85 13.22
Mr Sushant Dalmia - - - - -
Ms. Dhara Joshi - - - - 0.24
Mr. Mukesh Ranga - - - 0.92 1.46
Mr. Rakesh Thakur 7 .02 3 .04 1 4.41 8.58 -
Mr. Shreekant Sawant 1 .45 0 .60 2 .53 - -
Share based payments
Mr. Rakesh Thakur 2 .92 0 .42 3 .70 0.96 -
Mr. Ankur Sharma - - - - 3.27
Mr. Shreekant Sawant # 0 .07 - 0 .00 - -
# Note: The amount denotes Rs. 724 for 31 March 2025
Post employment benefits
Mr. Vivek Gambhir - - - - 0.32
Mr. Ankur Sharma - - - - 0.16
Mr Sushant Dalmia - - - - -
Ms. Dhara Joshi - - - - -
Mr. Mukesh Ranga - - - - 0.06
Mr. Rakesh Thakur** 0 .12 0 .07 0 .32 0.23 -
Mr. Shreekant Sawant ( 0.02) 0 .04 0 .07 - -
C. Status of outstanding balances
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Trade payables
Joint venture
Califonix Tech and Manufacturing Private Limited 2 98.54 6 7.28 2 90.33 - -
Advance to vendor
Joint venture
Califonix Tech and Manufacturing Private Limited - - - 149.49 -
Reimbursement of expenses payable
Key managerial personnel
Mr. Aman Gupta - - - - 0.09
Commission to Directors Payable*
Key managerial personnel
Mr. Aashish Kamat 0 .38 1 .88 1 .50 1.50 1.50
Mr. Anand Ramamoorthy 0 .38 1 .88 1 .50 1.50 1.50
Mr. Deven Waghani 0 .38 1 .88 1 .50 1.50 1.50
Ms. Purvi Sheth 0 .38 1 .88 1 .50 1.50 1.50
Mr. Vivek Gambhir 0 .38 1 .88 1 .50 1.50 -
Directors Sitting Fee Payable
Mr. Aashish Kamat - - 0 .20 - -
Ms. Purvi Sheth - - 0 .23 - -
Mr. Deven Waghani - - 0 .03 - -
Mr. Anand Ramamoorthy - - 0 .32 - -
Mr. Vivek Gambhir - - 0 .14 - -
* the numbers of Commission to Directors have been restated as a part of restatement adjustments for the year ended 31 March 2024 (refer Note 52).
** the amount of Post employment benefits has been restated from 0 to 0.32 million as a part of restatement adjustments for the year ended 31 March 2024 (refer Note 52).
326Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
37 RELATED PARTY DISCLOSURES (CONTINUED)
D. Transactions within group (these transactions got eliminated in Restated Consolidated Financial Information (As per Schedule VI (Para 11 (I) (A) (i) (g)) of ICDR regulations)
Particulars Year ended Year ended Year ended Year ended Year ended
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
a) In the book of Imagine Marketing Limited (Formerly know as Imagine Marketing Private Limited)
i) Dive Marketing Private Limited
Royalty expense 0 .01 0 .03 0 .12 1.01 3.38
Rent income 0 .05 0 .05 0 .20 0.20 0.23
Loan given - - - 10.00 -
Interest income on loan given 0 .65 0 .65 2 .59 2.39 1.89
Impairment of Loan - - 3 7.00 - -
ii) HOB Ventures Private Limited
Rent income 0 .05 0 .05 0 .22 0.22 0.13
Contribution paid towards equity share capital - - - - -
Loan given - - - - -
Loan received back - - - - -
Interest income on loan given - - - - -
Inter corporate deposit taken - - 3 00.00 - -
Inter corporate deposit paid 3 00.00 - - - -
Interest expense on loan - - 2 .00 - -
Interest on Intercorporate deposit 2 .00 - - - -
Impairment of Investment - - 1 0.10 - -
iii) Imagine Marketing Singapore Pte. Ltd.
Contribution paid towards equity share capital - 1 45.20 4 75.41 248.26 445.74
Reimbursement of expenses paid 0 .81 - 1 .11 - -
iv) Kaha Pte Ltd
Sales of goods - - - 2.60 3.11
Purchase of goods - - - 15.41 628.94
Purchase of Services 4 9.76 1 8.35 2 52.10 332.17 241.16
Reimbursement of expenses received - - - 6.97 6.02
Advance against supply of goods 8 2.25 7 3.95 2 58.10 - 91.30
Purchase of Property Plant and Equipment - - - - 14.69
Reimbursement of expenses paid 1 .18 - 3 .33 - -
v) Kaha Technologies Private Limited
Reimbursement of expenses received - - 0 .97 - -
Reimbursement of expenses paid - - 0 .11 - -
vi) Kaha Technology (Shenzhen) Co. Ltd.
Advance given against supply of goods/services during the period/year 1 .64 - - - -
b) In the book of Dive Marketing Private Limited
i) Imagine Marketing Limited (Formerly know as Imagine Marketing Private Limited)
Royalty Income 0 .01 0 .03 0 .12 1.01 3.38
Lease rental paid 0 .05 0 .05 0 .20 0.20 0.23
Loan Taken - - - 10.00 -
Interest expense on loan taken 0 .65 0 .65 2 .59 2.40 1.89
Issue of Equity Share Capital - - - - -
c) In the book of HOB Ventures Private Limited
i) Imagine Marketing Limited (Formerly know as Imagine Marketing Private Limited)
Loan Taken - - - - -
Interest expense on loan taken - - - - -
Issue of Equity Share Capital - - - - -
Loan Repaid - - - - -
Lease Rental 0 .05 0 .05 0 .22 0.22 0.13
Inter corporate deposit given - - 3 00.00 - -
Interest income on loan - - 2 .00 - -
Inter corporate deposit received 3 00.00 - - - -
Interest income on loan received 2 .00 - - - -
d) In the book of Kaha Pte Ltd
i) Imagine Marketing Limited (Formerly know as Imagine Marketing Private Limited)
Revenue 4 9.90 1 8.35 2 50.86 345.77 821.25
Purchase - - - 2.63 3.08
Reimbursement paid - - 1 5.88 13.35 6.86
Expense 1 .18 - 3 .23 - -
Advance received 8 2.25 7 3.95 - - -
ii) Kaha Technologies Private Limited
Management service fee 3 5.08 3 5.13 1 04.27 173.35 158.32
Revenue - - 4 .92 - -
iii) Kaha Technology (Shenzhen) Co. Ltd.
Purchase - - - 5.60 235.90
Management service fee 2 7.89 2 4.81 1 00.38 97.37 61.72
e) In the book of Kaha Technologies Private Limited
i) Kaha Pte Ltd
Software development, consultancy and implementation revenue 3 5.13 3 5.13 1 04.48 174.27 157.94
(including un-billed revenue)
Licencse Fees - - 4 .98 - -
ii) Imagine Marketing Limited (Formerly know as Imagine Marketing Private Limited)
Reimbursement of expenses incurred on behalf of IML - - 0 .10 - -
Reimbursement to IML for payments made by IML on behalf of the Company - - 0 .97 - -
f) In the book of Imagine Marketing Singapore Pte. Ltd.
i) Imagine Marketing Limited (Formerly know as Imagine Marketing Private Limited)
Issue of Equity Share Capital - 1 45.16 4 68.52 248.38 434.77
Other receivables from holding company - - 1 .08 - -
g) In the book of Kaha Technology (Shenzhen) Co. Ltd.
i) Kaha Pte Ltd
Revenue from sale of goods - - - 5.60 235.90
Management service fee received 2 7.89 2 4.81 1 00.38 97.37 61.72
ii) Imagine Marketing Limited (Formerly know as Imagine Marketing Private Limited)
Advance received 1 .62 - - - -
327Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
E. Outstanding balances within group (these transactions got eliminated in Restated Consolidated Financial Information (As per Schedule VI (Para 11 (I) (A) (i) (g)) of ICDR regulations)
Particulars Year ended Year ended Year ended Year ended Year ended
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
a) In the book of Imagine Marketing Limited (Formerly know as Imagine Marketing Private Limited)
i) Dive Marketing Private Limited
Trade receivables 0 .27 0 .11 0 .21 0.05 0.02
Trade payable (including provisions) 0 .09 0 .80 0 .12 0.77 0.62
Loan receivable 3 7.00 3 7.00 3 7.00 37.00 27.00
Less : Impairment allowance ( 37.00) - (37.00)
Interest receivable on loan 6 .35 4 .01 5 .76 3.43 1.28
ii) HOB Ventures Private Limited
Trade receivables 0 .12 0 .12 0 .06 0.06 -
Inter corporate deposits outstanding - - 3 00.00 - -
Interest payable on loan - - 2 .00 - -
iii) Imagine Marketing Singapore Pte. Ltd.
Reimbursement of expenses payable 0 .81 - 1 .11 - -
iv) Kaha Pte Ltd
Trade receivables - - - - 3.13
Advance to vendor 8 5.48 8 3.41 5 3.86 14.63 38.23
Trade payables (including provision) - - - - -
v) Kaha Technology (Shenzhen) Co. Ltd.
Advance to vendor 1 .64 - - - -
vi) The Holding Company has provided support letter to its Wholly Owned Subsidiary Dive Marketing Private Limited and HOB Ventures Private Limited.
b) In the book of Dive Marketing Private Limited
i) Imagine Marketing Limited (Formerly know as Imagine Marketing Private Limited)
Trade receivable 0 .03 0 .75 0 .06 0.71 0.16
Trade payables 0 .16 0 .16 0 .16 - -
Interest payable on Loan 6 .35 4 .01 5 .76 3.43 1.28
Loan amount outstanding 3 7.00 3 7.00 3 7.00 37.00 27.00
c) In the book of HOB Ventures Private Limited
i) Imagine Marketing Limited (Formerly know as Imagine Marketing Private Limited)
Trade payables 0 .12 0 .12 0 .06 0.06 0.07
Inter corporate deposit given - - 3 00.00 - -
Interest income on loan - - 2 .00 - -
d) In the book of Kaha Pte Ltd
i) Imagine Marketing Limited (Formerly know as Imagine Marketing Private Limited)
Amount payable 8 6.66 7 6.83 5 4.45 21.03 41.15
Trade receivable - - - 6.32 17.51
ii) Kaha Technologies Private Limited
Amount payable 7 8.72 6 8.05 7 1.05 56.46 61.22
Amount receivable - - 4 .98 - -
iii) Kaha Technology (Shenzhen) Co. Ltd.
Amount payable 2 7.06 2 8.62 2 7.41 14.28 -
Amount receivable - - - - 8.05
e) In the book of Kaha Technologies Private Limited
i) Kaha Pte Ltd
Trade receivable (including un-billed revenue) 7 9.60 7 9.60 7 1.77 57.66 61.63
Trade payable - - 4 .48 - -
f) In the book of Imagine Marketing Singapore Pte. Ltd.
i) Imagine Marketing Limited (Formerly know as Imagine Marketing Private Limited)
Other receivables from holding company 0 .81 - 1.09
g) In the book of Kaha Technology (Shenzhen) Co. Ltd.
i) Kaha Pte Ltd
Amount receivable 2 7.06 2 8.62 2 7.41 14.28 -
Amount payable - - - - 8.05
ii) Imagine Marketing Limited (Formerly know as Imagine Marketing Private Limited)
Amount receivable - - - - -
Amount payable 1 .62 - - - -
F. Terms and conditions of transactions with related parties
All Related Party Transactions entered during the year were in ordinary course of the business and on arm’s length basis. Outstanding balances at the year-end are unsecured and settlement occurs in cash.
There have been no guarantees provided or received for any related party receivables or payables other than those mentioned in note 37D.
The assessment for impairment provision if any is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
G. The balances disclosed in note 37 (C) above exclude amount receivable from Selling Shareholders pertaining to IPO expenses recoverable.
H. Payment of Managerial Remuneration
Managerialremunerationtotheexecutivedirectorsisinaccordancewiththetermsofappointmentandremunerationasapprovedbytheshareholdersbyspecialresolutionspassedatthe9thAnnualGeneral
Meeting (AGM) held on December 23, 2022.
However,duringtheyearended31March2023,theHoldingCompanyhaspaidremunerationtoitsexecutivedirectorsandprovidedforcommissiontoitsindependentdirectorswhichisinexcessofthe
limitsprovidedundersection197readwithScheduleVtotheActbyRs.85.57million.Duringtheyearended31March2024,theHoldingCompanyhasobtainedre-approvalsfromtheMembersofthe
Holding Company under section 197(10) by way of special resolutions in the 10th Annual General Meeting for the excess remuneration paid/provided.
Further,fortheyearendedMarch31,2024,theHoldingCompanyhasobtainedapprovalforexcessremunerationtotheexecutivedirectorsinexcessofthelimitsprovidedundersection197readwith
schedule V to the Act by way of special resolution in the 10th Annual General Meeting and accordingly the Holding Company is in compliance with the provisions of section 197 of the Act.
I. The Holding Company appointed new Company Secretary w.e.f April 11, 2024 and the erstwhile Company Secretary resigned on October 13, 2023. Therefore, the Holding Company operated without
Company Secretary during the period October 14th 2023 to December 31, 2023.
J. Sameer Ashok Mehta and Aman Gupta are the original promoters of our Company. South Lake Investment Ltd has been identified as Corporate promoter for the purpose of the IPO under ICDR Regulations.
328Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
38 SEGMENT INFORMATION
A. Business Segments
The Chief Executive Officer of the Holding Company, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as
the CODM. The Group has determined following reporting segments based on the information reviewed by the Group’s Chief Operating Decision Maker (‘CODM’):
(i) Audio includes wired earphone, wireless earphone, wired headphone, wireless headphone, wireless speakers and soundbar.
(ii) Wearables include smart watches.
(iii) Others includes charging solutions, cables, mens grooming kit and gaming equipment's.
The above business segments have been identified considering:
(i) The nature of products
(ii) The differing risks and returns
(iii) The internal organisation and management structure, and
(iv) The internal financial reporting systems
Segment Results are arrived at based on segment revenues less direct and allocable cost associated with the segment.
Three months ended Three months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Revenue from operations
Revenues from external customers
Audio 4,965.78 4,767.70 25,860.40 24,591.99 23,508.31
Wearables 796.17 686.74 3,304.14 5 ,502.96 9,015.60
Others 515.92 214.71 1,539.33 1 ,054.73 1,092.80
6,277.87 5,669.15 30,703.87 3 1,149.68 33,616.71
Inter segment revenue
Audio - - - - -
Wearables - - - - -
Others - - - - -
- - - - -
Total revenue
Audio 4,965.78 4,767.70 25,860.40 24,591.99 23,508.31
Wearables 796.17 686.74 3,304.14 5 ,502.96 9,015.60
Others 515.92 214.71 1,539.33 1 ,054.73 1,092.80
6,277.87 5,669.15 30,703.87 3 1,149.68 33,616.71
Segment Results
Audio 279.18 160.24 1,714.60 2 ,287.40 1,401.10
Wearables 42.53 (366.74) (543.86) (2,035.65) (1,277.67)
Others 81.24 16.95 139.24 4.61 (405.32)
Results 402.95 (189.56) 1 ,309.98 2 56.36 (281.89)
Less: Un-allocated corporate expenses net of un-allocated income (20.90) (81.98) (223.70) (330.19) (410.30)
Add: Interest income 40.30 40.72 1 73.01 1 39.66 174.05
Less: Interest costs (17.55) (98.16) (278.85) (683.69) (783.58)
Less: Fair value loss on account of changes in financial liabilities - - (6.52) (8.72) (31.23)
Less: Depreciation and amortisation (104.54) (110.42) (399.32) (355.86) (255.95)
Profit/(Loss) before tax 300.26 (439.40) 5 74.60 (982.44) (1,588.90)
Share of profit (loss) in associate and joint venture (net of tax) (6.51) 22.25 8 6.39 19.91 (48.22)
Profit/(Loss) Before Exceptional Items and Tax 293.75 (417.15) 6 60.99 (962.53) (1,637.12)
Add: Exceptional Item - - 8 6.03 - -
Profit/(Loss) before tax 293.75 (417.15) 7 47.02 (962.53) (1,637.12)
Tax expense
Current tax 81.58 0.54 4.32 6.84 6.40
Deferred tax (1.36) (106.93) 1 31.90 (172.53) (348.98)
Total tax expense 80.22 (106.39) 1 36.22 (165.69) (342.58)
Profit/(Loss) for the period/ year 213.53 (310.76) 6 10.80 (796.84) (1,294.54)
329Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
38 SEGMENT INFORMATION (CONTINUED)
B. Other Information
As at As at As at As at As at
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Segment Assets
Audio 7,296.86 5,944.96 6,000.50 4 ,846.64 5,662.67
Wearables* 3,895.46 4,304.85 3,455.74 5,224.04 8,111.31
Others 699.29 280.53 470.19 3 72.20 643.44
Total segment assets* 11,891.61 10,530.35 9,926.43 10,442.88 14,417.42
Unallocated corporate assets 5,313.72 6,039.27 6,254.28 6 ,912.25 7,367.60
Total assets* 17,205.33 16,569.62 16,180.71 17,355.13 21,785.02
Segment Liabilities
Audio 4,543.94 2,916.75 3,905.46 2 ,500.46 2,162.55
Wearables 986.90 1,174.84 507.93 1 ,015.75 1,511.22
Others 391.88 173.79 228.49 1 12.72 146.29
Total segment liabilities 5,922.72 4,265.38 4,641.88 3 ,628.93 3,820.06
Unallocated corporate liabilities 5,964.77 8,208.55 6,456.32 9 ,353.46 13,012.41
Total liabilities 11,887.49 12,473.93 11,098.20 12,982.39 16,832.47
* the number for segment assets have been restated as a part of restatement adjustments for the year ended 31 March 2025, 31 March 2024 and 31 March 2023 (refer note 52).
Year ended Year ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Capital expenditure
Audio - 2.33 3.31 94.77 112.61
Wearables - 0.33 0.43 25.06 139.53
Others - 0.11 3.31 4.31 6.21
Unallocated corporate capital expenditure 18.43 4.42 57.29 4 82.44 348.81
Depreciation/Amortisation*
Audio 9.44 10.12 40.51 5.58 20.72
Wearables 42.94 47.65 144.81 1 13.76 138.90
Others 1.06 2.15 9.16 8.26 1.14
Unallocated corporate depreciation/amortisation 51.10 50.50 204.84 2 28.26 95.19
Non-cash expenses other than depreciation
Audio - - - - -
Wearables - - - - -
Others - - - - -
Unallocated corporate non-cash expenses other than depreciation 6.25 448.94 356.32 8 16.85 644.04
* the numbers for depreciation/amortisation have been restated as a part of restatement adjustments for the year ended 31 March 2024 (refer note 52).
C. Additional information by geographies
Three months ended Three months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Revenue by Geographical Market
India 6,167.62 5,657.23 30,504.75 31,011.73 32,390.26
Outside India 110.25 11.92 199.12 1 37.95 1,226.45
As at As at As at As at As at
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Non-current assets ^
India* 3,855.50 4,291.07 3,947.08 4 ,367.60 4,150.78
Outside India 6.33 10.75 8.57 17.44 16.62
^Non-current assets excludes financial instruments, non-current tax assets (net) and deferred tax assets.
* the number for segment assets have been restated as a part of restatement adjustments for the year ended 31 March 2025, 31 March 2024 and 31 March 2023 (refer note 52).
D. Revenue from major customers
The Group earns revenue from few of its major customers which individually amounts to 10 per cent or more of the Group’s revenues. Details of such customers (i.e. the total
amount of revenues from each such customer) are disclosed below. Revenue from such customers are reported under all the segments of the Group.
Year ended Year ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Customer 1 1,955.24 3,088.55 12,054.65 13,334.70 11,208.93
Customer 2 1,858.78 1,491.69 7,784.38 9 ,134.91 10,328.34
Total 3,814.03 4,580.24 19,839.03 22,469.61 21,537.27
Outstanding from such customers are reported under all the segments of the Group #
Year ended Year ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Customer 1 1,376.77 1,206.43 651.17 4 72.34 1,201.45
Customer 2 795.13 501.76 710.33 2 98.11 1,003.88
Total 2,171.90 1,708.19 1,361.50 7 70.45 2,205.33
# The "Outstanding from top two customers" has been disclosed in note no. 38 (D), as required by Ind AS 108 "Segment Reporting". The previous year has been restated as part
of restatement adjustments. Refer Note 52.
330Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
39 EMPLOYEE BENEFIT PLANS
A. Defined Contribution Plan
Amount incurred and paid towards contribution to provident fund, Labour Welfare Fund and employees’ state insurance corporation is recognised as an expense and included in employee benefit expense:
Three months endedThree months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Contribution to provident fund and other funds 11.67 10.55 43.60 24.78 33.54
B. Defined Benefit Plan
(i) Description of Plan
Retirement Benefit Plan of the Group include Gratuity. Every employee who has completed five years or more of service gets a gratuity on death or resignation or retirement at 15 days salary (last drawn salary)
for each completed year of service with maximum ceiling as per Group policies. Gratuity plan is unfunded.
(ii) Balance Sheet
The assets/(liabilities) and (surplus)/deficit position of the defined benefit plans at the Balance Sheet date were:
As at As at As at As at As at
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Present value of obligations (39.25) ( 25.12) (32.55) (22.76) (18.21)
(Liability) recognised in balance sheet (39.25) ( 25.12) (32.55) (22.76) (18.21)
Movements in Present Value of Obligation:
As at As at As at As at As at
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Defined benefit obligation at the beginning of the year 3 2.55 22.76 22.76 18.21 11.90
Current service cost 2 .96 2 .24 8 .93 13.82 6.49
Interest cost 0 .52 0 .40 1 .59 0.89 0.46
Past service cost - - - - 0.40
Actuarial losses / (gains) 4 .17 ( 0.09) 0 .61 (4.32) (0.16)
Benefits paid ( 0.95) ( 0.19) ( 1.34) (5.84) (0.88)
Defined benefit obligation at the end of the year 3 9.25 25.12 32.55 22.76 18.21
Provision for gratuity (under Non-Current provisions) (Refer note 20) 3 5.56 21.40 29.65 21.14 17.10
Provision for gratuity (under Current provisions) (Refer note 20) 3 .69 3.72 2.90 1.62 1.11
3 9.25 25.12 32.55 22.76 18.21
(iii) Consolidated statement of profit and loss
The charge to the consolidated statement of profit and loss comprises:
Three months endedThree months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Employee Benefit Expenses:
Current service cost 2 .96 2.24 8.93 13.82 6.49
Past service cost - - - - 0.40
2 .96 2.24 8.93 13.82 6.89
Finance costs:
Interest cost 0 .52 0.40 1.59 0.89 0.46
0 .52 0.40 1.59 0.89 0.46
Net impact on profit (before tax) 3 .47 2.64 10.52 14.71 7.35
Remeasurement of the net defined benefit plans:
Actuarial (gains)/losses arising from changes in financial assumptions 0 .70 0 .09 1 .10 0.26 (0.34)
Actuarial (gains)/losses arising from changes in demographic assumptions - - - - -
Actuarial (gains)/losses arising from experience adjustments 3 .47 ( 0.18) ( 0.49) (4.58) 0.18
Net impact on other comprehensive income (before tax) 4 .17 ( 0.09) 0.61 (4.32) (0.16)
331Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
39 EMPLOYEE BENEFIT PLANS (CONTINUED)
(iv) Assumptions
With the objective of presenting the plan obligations of the defined benefits plans at their fair value on the Balance Sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation
date.
As at As at As at As at As at
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Financial Assumptions
Discount rate (per annum) 6.10%-6.60% 7.15%-7.19% 6.55%-6.73% 7.20%-7.27% 7.31%-7.50%
Salary Escalation Rate (per annum) 7.00%-10.00% 7.00%-10.00% 7.00%-10.00% 7.00%-10.00% 7.00%-10.00%
The obligations are measured at the present value of estimated future cash flows by using a discount rate that is determined with reference to the market yields at the Balance Sheet date on Government Bonds,
which is consistent with the estimated terms of the obligation.
The estimates of future salary increases, considered in actuarial valuation, takes into account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
As at As at As at As at As at
Demographic Assumptions Age 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Withdrawal Rate 25 and below 20% - 24% 0% - 24% 20% - 24% 24.00% 10.00%
25 to 35 17.65% - 24% 0% - 24% 17.65% - 24% 24.00% 8.00%
35 to 45 5.88% - 24% 11.11% - 24% 5.8% - 24% 24.00% 6.00%
45 to 55 1% - 24% 2% - 24% 1% - 24% 24.00% 4.00%
55 and above 0% - 24% 0% - 24% 0% - 24% 24.00% 2.00%
Mortality Rate Indian Assured Lives Indian Assured Lives Indian Assured Indian Assured Indian Assured
Mortality (2012-14) Mortality (2012-14) Lives Mortality Lives Mortality Lives Mortality
Ult Ult (2012-14) Ult (2012-14) Ult (2012-14) Ult
(v) Sensitivity Analysis
The sensitivity of the overall plan obligations for Holding Company to changes in the weighted key assumptions are:
As at As at As at As at As at
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Discount rate (per annum) Increase 0.50% ( 28.73) ( 18.86) ( 24.65) (16.36) (11.37)
Decrease 0.50% 3 0.11 1 9.83 2 5.80 17.17 12.71
Salary escalation rate (per annum) Increase 0.50% 2 9.67 1 9.49 2 5.68 17.10 12.40
Decrease 0.50% ( 28.71) ( 18.77) ( 24.77) (16.41) (11.56)
Withdrawal Rate Increase W.R. x 110% ( 27.87) ( 17.99) ( 24.20) (15.91) (12.03)
Decrease W.R. x 90% 3 0.16 1 9.77 2 6.23 17.62 11.96
Thesensitivityanalysisabovehavebeendeterminedbasedonreasonablypossiblechangesoftherespectiveassumptionsoccurringattheendoftheperiod/yearandmaynotberepresentativeoftheactual
change.Itisbasedonachangeinthekeyassumptionwhileholdingallotherassumptionsconstant.Whencalculatingthesensitivitytotheassumption,thesamemethodusedtocalculatetheliabilityrecognised
in the Balance Sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous years.
(vi) Weighted average duration of the defined benefit plan:
As at As at As at As at As at
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Gratuity plan 6 .01 4 .11 4.10 4.11 12.38
(vii) Expected future cash flows in respect of gratuity:
As at As at As at As at As at
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Less than a year 3 .78 1 .82 2 .90 1.03 0.16
Between 2-5 years 2 0.66 1 3.81 1 8.04 10.80 2.96
More than 5 years 1 5.46 1 .27 1 6.61 9.01 6.23
C. Compensated absences
Three months endedThree months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Expense towards compensated absences included in Employee Benefit expenses 6 .29 3.01 12.68 8.65 3.24
As at As at As at As at As at
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Provision for compensated absences 3 2.60 25.83 28.63 24.46 20.02
332Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
40 SHARE BASED PAYMENTS
Equity Settled Share Based Payments
Employees Stock Option Plan 2019 ('ESOP 2019')
TheESOP2019hadbeenformulatedbytheBoardofDirectorsoftheCompanyinitsMeetingheldon24October2019andShareholderspursuanttotheresolutionpassedinExtraOrdinaryGeneralMeetingheldon15November2019.
Subsequently,ESOP2019hadbeenamendedbyBoardon25March2021,15December2021,31July2023and23January2025andbyshareholderson25March2021,15December2021,03September2023and15February2025.
TheESOP2019entitleseligibleemployeestopurchasesharesintheCompanyatthestipulatedexerciseprice,subjecttocompliancewithvestingconditions.AspertheESOP2019,holdersofvestedoptionsareentitledtopurchasean
equity share for every option at an exercise price as stated in the grant letter.
Management Stock Option Plan 2021 ('ESOP 2021')
TheESOP2021hasbeenformulatedbytheBoardofDirectorsoftheCompanyinitsMeetingheldon25March2021andShareholderspursuanttotheresolutionpassedinExtraOrdinaryGeneralMeetingheldon25March2021.
Subsequently,ESOP2021hadbeenamendedbytheBoardon15December2021and23January2025andbytheshareholdersoftheCompanyon15December2021and15February2025.TheESOP2021entitleseligibleemployeesto
purchasesharesintheCompanyatthestipulatedexerciseprice,subjecttocompliancewithvestingconditions.AspertheESOP2021,holdersofvestedoptionsareentitledtopurchaseonequityshareforeveryoptionatanexerciseprice
as stated in the grant letter.
Employees Stock Option Plan 2023 ('ESOP 2023')
TheESOP2023hasbeenformulatedbytheBoardofDirectorsoftheCompanyinitsMeetingheldon31July2023andShareholderspursuanttotheresolutionpassedinExtraOrdinaryGeneralMeetingheldon3September2023.
Subsequently,ESOP2023hadbeenamendedbytheBoardon23January2025and31March2025andbytheshareholdersoftheCompanyon15February2025and23May2025.TheESOP2023entitleseligibleemployeestopurchase
sharesintheCompanyatthestipulatedexerciseprice,subjecttocompliancewithvestingconditions.AspertheESOP2023,holdersofvestedoptionsareentitledtopurchaseonequityshareforeveryoptionatanexercisepriceasstated
in the grant letter.
Plan Employee Entitled Vesting Conditions Contractual life of options
ESOP 2019 Eligible Employees Continued employment with Holding Company 4 years
ESOP 2021 Eligible Employees Continued employment with Holding Company 4 years
ESOP 2023 Eligible Employees Continued employment with Holding Company 4 years
Scheme Year Date of Grant Numbers of options granted Vesting Conditions Exercise Period Exercise Price (Rs.) per Weighted Average
share (refer note below) Exercise Price (Rs.)
per share
ESOP 2019 2019 16 November 2019 256 Graded vesting over 4 years 7 years from date of vesting 30.27 30.27
from grant date
2020 15 November 2020 453 Graded vesting over 4 years 7 years from date of vesting 30.27 30.27
from grant date
2021 25 March 2021 50 Graded vesting over 4 years 7 years from date of vesting 30.27 30.27
from grant date
2022 25 October 2021 14,33,500 Graded vesting over 4 years 7 years from date of vesting 141.88 141.88
from grant date
2022 25 October 2021 30,000 Vesting over 1 years from 7 years from date of vesting 141.88 141.88
grant date
2022 2 December 2021 14,250 Graded vesting over 4 years 7 years from date of vesting 141.88 141.88
from grant date
2022 1 February 2022 4,10,000 Graded vesting over 4 years 7 years from date of vesting 141.88 141.88
from grant date
2022 29 March 2022 5,37,400 Graded vesting over 4 years 7 years from date of vesting 141.88 141.88
from grant date
2023 24 June 2022 60,000 Graded vesting over 4 years 7 years from date of vesting 141.88 141.88
from grant date
2023 24 June 2022 1,20,517 Graded vesting over 4 years 7 years from date of vesting 450.00 450.00
from grant date
2023 21 December 2022 8,75,000 Graded vesting over 4 years 7 years from date of vesting 218.00 218.00
from grant date
2023 21 December 2022 1,50,000 Graded vesting over 4 years 7 years from date of vesting 300.00 300.00
from grant date
2023 21 December 2022 3,03,042 Graded vesting over 4 years 7 years from date of vesting 450.00 450.00
from grant date
2023 30 January 2023 1,32,443 Graded vesting over 4 years 7 years from date of vesting 450.00 450.00
from grant date
2024 04 May 2023 66,000 Graded vesting over 4 years 7 years from date of vesting 450.00 450.00
from grant date
2024 04 May 2023 13,300 Graded vesting over 4 years 7 years from date of vesting 300.00 300.00
from grant date
2024 04 May 2023 60,000 Graded vesting over 4 years 7 years from date of vesting 250.00 250.00
from grant date
ESOP 2021 2021 - 1 13 April 2021 2,062 Grade vesting over 4 years 7 years from date of vesting 141.88 141.88
from grant date
2021 - 2 13 April 2021 687 4 years from grant date 7 years from date of vesting 141.88 141.88
ESOP 2023 2024 15 October 2023 1,39,327 Grade vesting over 4 years As per the scheme 450.00 450.00
from grant date
2024 15 January 2024 15,000 Grade vesting over 4 years As per the scheme 450.00 450.00
from grant date
2025 16 April 2024 34,777 Grade vesting over 4 years As per the scheme 450.00 450.00
from grant date
2025 15 July 2024 2,60,307 Grade vesting over 4 years As per the scheme 450.00 450.00
from grant date
333Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Scheme Year Date of Grant Numbers of options granted Vesting Conditions Exercise Period Exercise Price (Rs.) per Weighted Average
share (refer note below) Exercise Price (Rs.)
per share
2025 15 October 2024 1,26,277 Grade vesting over 4 years As per the scheme 450.00 450.00
from grant date
2025 15 January 2025 Grade vesting over 4 years As per the scheme 450.00 450.00
41,237 from grant date
2025 15 February 2025 4,000 14 months from grant date As per the scheme 450.00 450.00
2025 26 February 2025 34,000 Grade vesting over 4 years As per the scheme 450.00 450.00
from grant date
2025 31 March 2025 Grade vesting over 4 years As per the scheme 450.00 450.00
6,17,500 from grant date
Note:
(i) TheoriginalexercisepriceforthesharesgrantedundertheESOP2019on16November2019,15November2020and25March2021wasRs.60,532pershare.PursuanttotheCorporateEventbeingissuanceofBonusEquityShares
andBonusSeriesACCPS,theHoldingCompanyadjustedtheexercisepriceforESOPsundertheESOP2019PlaninaccordancewiththeirtermsofissuanceassetoutintheESOP2019andtheexercisepricewasamendedfromRs.
60,532 to Rs. 302.66. Further on 15 December 2021, the face value of the equity shares was sub-divided from Rs. 10 per equity share to Re. 1 per equity share resulting in adjustment of exercise price from Rs. 302.66 to Rs 30.27.
(ii) TheoriginalexercisepriceforthesharesgrantedundertheESOP2019on25October2021and02December2021wasRs.1,418.745pershare.PursuanttotheCorporateEventon15December2021,thefacevalueoftheequityshares
wassub-dividedfromRs.10perequitysharetoRe.1perequityshare,theHoldingCompanyadjustedtheexercisepriceforESOPsundertheESOP2019inaccordancewiththeirtermsofissuanceassetoutintheESOP2019andthe
amended from Rs. 1,418.75 to Rs. 141.88.
(iii) TheoriginalexercisepriceforthesharesgrantedundertheESOP2021on13April2021wasRs.283,749pershare.PursuanttotheCorporateEventbeingissuanceofBonusEquitySharesandBonusSeriesACCPS,theHolding
CompanyadjustedtheexercisepriceforESOPsundertheESOP2021inaccordancewiththeirtermsofissuanceassetoutintheESOP2021andtheamendedfromRs.283,749toRs.1,418.75.FurtheronDecember15,2021theface
value of the equity shares was sub-divided from Rs. 10 per equity share to Re. 1 per equity share resulting in adjustment of exercise price from Rs. 1,418.75 to Rs 141.88.
Number of Share Options
Scheme Year For the period/ year ended Outstanding at the beginning of the Granted duringForfeited/Expired during the Exercised during Outstanding at the
period/ year the period / year* period/ year the period/ yearend of the period/ year
ESOP 2019 2019 31 March 2021 256 - ( 15) - 241
31 March 2022 241 4,81,759 (1,10,000) ( 1,96,500) 1,75,500
31 March 2023 1,75,500 - ( 52,000) ( 54,500) 69,000
31 March 2024 69,000 - ( 4,000) - 65,000
30 June 2024 65,000 - - - 65,000
31 March 2025 65,000 - - - 65,000
30 June 2025 65,000 - - - 65,000
2020 31 March 2021 - 453 - - 453
31 March 2022 453 9,05,547 ( 3,08,000) ( 1,20,300) 4,77,700
31 March 2023 4,77,700 ( 61,500) - 4,16,200
31 March 2024 4,16,200 - ( 35,000) - 3,81,200
30 June 2024 3,81,200 - - - 3,81,200
31 March 2025 3,81,200 - (8,000) - 3,73,200
30 June 2025 3,73,200 - - - 3,73,200
2021 31 March 2021 - 50 - - 50
31 March 2022 50 99,950 - - 1,00,000
31 March 2023 1,00,000 - - - 1,00,000
31 March 2024 1,00,000 - - - 1,00,000
30 June 2024 1,00,000 - - - 1,00,000
31 March 2025 1,00,000 - - - 1,00,000
30 June 2025 1,00,000 - - - 1,00,000
2022 31 March 2022 - 24,25,150 ( 42,000) - 23,83,150
31 March 2023 23,83,150 - ( 3,79,500) ( 11,500) 19,92,150
31 March 2024 19,92,150 - (3,72,820) - 16,19,330
30 June 2024 16,19,330 - (15,000) - 16,04,330
31 March 2025 16,19,330 - (1,31,500) - 14,87,830
30 June 2025 14,87,830 - (14,500) - 14,73,330
2023 31 March 2023 - 16,41,002 ( 15,700) - 16,25,302
31 March 2024 16,25,302 - (42,296) - 15,83,006
30 June 2024 15,83,006 - (55,473) - 15,27,533
31 March 2025 15,83,006 - (82,596) - 15,00,410
30 June 2025 15,00,410 - (26,397) - 14,74,013
202431 March 2024 - 1,39,300 (61,111) - 78,189
30 June 2024 78,189 - (4,333) - 73,856
31 March 2025 78,189 - (12,167) - 66,022
30 June 2025 66,022 - - - 66,022
ESOP 2021 2021 - 131 March 2021 - 2,062 - - 2,062
31 March 2022 2,062 41,21,938 - - 41,24,000
31 March 2023 41,24,000 - ( 20,60,000) - 20,64,000
31 March 2024 20,64,000 - - ( 50,000) 20,14,000
30 June 2024 20,14,000 - - - 20,14,000
31 March 2025 20,14,000 - - - 20,14,000
30 June 2025 20,14,000 - - - 20,14,000
2021 - 231 March 2021 - 687 - - 687
31 March 2022 687 13,73,313 - - 13,74,000
31 March 2023 13,74,000 - ( 13,74,000) - -
ESOP 2023 2024 31 March 2023 - - - - -
31 March 2024 - 1,54,327 (1,991) - 1,52,336
30 June 2024 1,52,336 38,777 (2,223) - 1,88,890
31 March 2025 1,52,336 - (15,000) - 1,37,336
30 June 2025 1,37,336 - (6,500) - 1,30,836
2024 31 March 2025 - 4,21,360 (3,852) - 4,17,508
30 June 2025 4,17,508 - (9,000) - 4,08,508
2025 31 March 2025 - 7,19,237 - - 7,19,237
30 June 2025 7,19,237 - (7,604) - 7,11,633
* Granted during the previous year includes additional options granted upon issuance of bonus shares to existing shareholders and share split from Rs. 10 each to Re. 1 each (refer note 16(f))
334Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
40 SHARE BASED PAYMENTS (Continued)
Three months ended Three months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Weighted average equity share price at the date of exercise of options during the year - - 3 52.55 353.88 348.24
Weighted average remaining contractual life of options (years) as at the end of the year 6 .96 7 .45 7 .21 6.77 8.45
The value of the underlying shares has been determined by an independent valuer. The following assumptions were used for calculation of fair value of grants in accordance with Black Scholes model:
Three months ended Three months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Risk-free interest rate (%) 6.62% to 7.20% 7.20% 6.62% to 7.20% 7.01% to 7.33% 7.14% to 7.44%
Expected life of options (years) [(year to vesting) + (contractual option term)/2] 4.5 to 7.5 years 4.75 years 4.5 to 7.5 years 4 to 5.5 years 4 to 5.5 years
Expected volatility (%) 41.92% to 45.77% 44.18% 41.92% to 45.77% 22.17% to 22.18% 15.42% to 22.85%
Dividend yield 0.00% 0.00% 0.00% 0.00% 0.00%
The risk free interest rates are determined based on the zero-coupon sovereign bond yields with maturity equal to the expected term of the option. Volatility calculation is based on historical stock prices using standard deviation of daily
change in stock price. The historical period is taken into account to match the expected life of the option. Dividend yield has been calculated taking into account expected rate of dividend on equity share price as on grant date.
Effect of share based payment transactions on the Restated Consolidated Statement of Profit and Loss:
Three months ended Three months ended Year ended Year ended Year ended
Particulars 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Equity settled share based payments 2 7.09 1 8.47 8 6.04 111.56 36.22
Total expense recognized under "Employee benefits expense" 27.09 18.47 86.04 111.56 36.22
41 SALE OF INVESTMENT IN ASSOCIATE
The Group signed a share purchase agreement between HOB Ventures Private Limited (holding company of Kimirica), promoters of Kimirica Lifestyle Private Limited and Kimirica Lifestyle Private Limited for transfer of the shares on
15 January 2025 for a consideration of Rs. 300 million. The sale of investment has resulted in gain of Rs. 86.02 million and the same is shown as "Exceptional items" in the Restated Consolidated Financial Statements.
This space has been left blank intentionally
335Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
42 BUSINESS COMBINATION
I Duringtheyearended31March2022,theHoldingCompanyhasacquiredcontrolofKaHaGroup.Priortoacquisition,theKaHaGroupcomprisedofKahaPTELimited(“KahaPte”) headquarteredinSingaporeandits
subsidiaries,KaHaTechnology(ShenZhen)Co.Limited("KahaChina")and KaHaTechnologiesPrivateLimited("KaHaIndia").ForpurposeofacquisitionoftheKaHaGroup,theHoldingCompanyenteredinto
separate shareholders agreements to acquire shares in Kaha PTE Limited and KaHa Technologies Private Limited.
A ImagineMarketingSingaporePte.Ltd(ImagineSingapore),oneofthewhollyownedsubsidiariesoftheHoldingCompanyacquiredon10February2022,100%stakeinKahaPTELimited(“KahaPte”)andconsequently
indirectcontrolofitswhollyownedsubsidiaryKaHaTechnology(ShenZhen)Co.Limited("KahaChina") foracashconsiderationofUS$40millionequivalenttoRs.2,992.00millions(PresentValueRs.2,831.95
million)tobepaidinastaggeredmanneroveraperiodof3years.AsperthetermsandconditionsoftheSharePurchaseAgreementbetweenImagineSingaporeandKahaPte.,postcompletionoftheaforesaidacquisition,
“Kaha Pte” and “Kaha China” has become wholly owned subsidiary and step down subsidiary respectively of Imagine Singapore.
UponacquisitionofKahaPteanditssubsidiary,whichisinthebusinesstodevelop,designandtradeinSmartwatches,thiswillenabletheGrouptoaccelerateitsjourneyinsmartwatchsegmentthroughbuildingscalable
digital-first brands, either organically or inorganically.
ThefairvaluesofidentifiableassetsandliabilitiesacquiredhavebeendeterminedbytheHoldingCompanyusingDiscountedCashFlow(DCF)methodandaccountedforinaccordancewithIndAS103-Business
Combination as at the date of acquisition as follows:
Particulars Amount
Assets
Non-current assets
Property, Plant and equipment 1.77
Right to use assets 8.85
Intangible assets - Patents and Trademarks 986.48
Intangible assets - software 80.74
Intangible Assets under development 63.31
Total 1,141.15
Current assets
Inventories 27.28
Trade Receivables 27.54
Other Current Assets 153.25
Cash and Bank Balance 198.71
Total 406.78
Fair value of assets acquired 1,547.93
Liabilities
Trade payables and Other payables 283.84
Other Current Liabilities 1.24
Lease Liability 9.33
Fair value of liabilities acquired 294.41
Deferred tax on acquisition 166.89
Total identifiable net assets acquired 1,086.63
Particulars Amount
Consideration Paid/ Payable (includes deferred payment consideration amounting to Rs 997.55 millions) 2,831.95
Less: identifiable net assets acquired 1,086.63
Goodwill 1,745.32
B TheHoldingCompanyacquired100%stakeinKahaTechnologiesPrivateLimitedon02February2022foracashconsiderationofRs.77.25millionsasperthetermsandconditionsoftheSharePurchaseAgreement
thereofenteredbetweentheHoldingCompanyandKahaTechnologiesPrivateLimited.Postcompletionoftheaforesaidacquisition,“KahaTechnologiesPrivateLimited”hasbecomewhollyownedsubsidiaryofthe
Holding Company. This subsidiary, which is in the business to develop, design software used in Smart watches will enable the Group to accelerate its journey in smart watch segment.
ThefairvaluesofidentifiableassetsandliabilitiesacquiredhavebeendeterminedbytheCompanyDiscountedCashFlow(DCF)methodandaccountedforinaccordancewithIndAS103-BusinessCombinationasatthe
date of acquisition as follows:
Particulars Amount
Assets
Non-current assets
Property, Plant and equipment 1.60
Intangible assets - software 0.02
Total 1.62
Current assets
Trade Receivables 32.61
Other Current Assets 4.99
Cash and Bank Balance 10.73
Deferred tax assets (net) 2.81
Other Financial Assets 1.13
Total 52.27
Fair value of assets acquired 53.89
Liabilities
Trade payables and Other payables 6.44
Other Current Liabilities 1.61
Provisions 7.11
Fair value of liabilities acquired 15.16
Total identifiable net assets acquired 38.73
336Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
42 BUSINESS COMBINATION
42 BUSINESS COMBINATION / INVESTMENT IN ASSOCIATE (CONTINUED)
Particulars Amount
Less: identifiable net assets acquired (38.73)
Goodwill 38.52
Summary of standalone financial information relating to KaHa Group as on 23rd February 2022
Revenue Net Loss
i. Since the acquisition date 90.04 (43.62)
ii. Assuming the acquisition had occurred at beginning of year. 262.21 (20.22)
The Group incurred acquisition related cost of Rs 39.85 million on legal fees. These costs have been included in “Legal and professional expenses"
Thegoodwillrecognisedprimarilyreflectsthevalueattributedtotheworkforce,technicalexpertiseoftheKaHaGroup,includingitssubsidiaries.TheintegrationofthesebusinessesintotheGroup'sexisting
portfolio is expected to create significant synergies, particularly in accelerating the Group’s wearable segment. None of the goodwill recognised is expected to be deductible for tax purposes.
The fair value of the acquired receivables at the acquisition date is equivalent to its carrying amount. In addition, there are no contractual receivables at the acquisition date.
II Intheyearended31March2022,HOBVenturesPrivateLimited,asubsidiaryintheGroup,acquired33.33%stakebywayofinvestmentinequitysharesandnoncumulativeCompulsorilyconvertiblepreferenceshares
(onfullydilutedbasisinKimiricaLifestylePrivateLimited(Kimirica)on23February2022foracashconsiderationofRs.300.01millionasperthetermsandconditionsoftheSharePurchaseAgreementthereof.The
Company is in the business of manufacturing & Selling of Personal & beauty care products.
TotalValueofTangibleAssetsofKimiricaLifestylePrivateLimitedisRs15.64million.Further,theKimiricaownscertainbrands(intangibleassets),thefairvalueofwhichhasbeendeterminedtobeRs.415.32million
and useful life is estimated as 10 years. The details of investments are as follows:
Investee Company Date Nature of Investment
Kimirica Lifestyle Private Limited 23 February 2022 476 EquitysharesofKimiricaLifestyle PrivateLimited (Associatecompany)
having face value Rs 10 each, fully paid up
23 February 2022 4286, 0.01% NonCumulativeCompulsorilyConvertiblePreferenceSharesof
KimiricaLifestylePrivateLimited(Associatecompany)havingfacevalueRs10
each, fully paid up
Summary of standalone financial information relating to Kimirica as on 23rd February 2022
Particulars Amount
Ownership interest 33.33%
Total non-current assets 482.16
Total current assets 264.20
Total assets 746.36
Total non-current liabilities 46.41
Total current liabilities 36.69
Total liabilities 83.10
Revenue Net Loss
i. Since the acquisition date 7.40 14.07
ii. Assuming the acquisition had occurred at beginning of year. 7.40 14.07
This space has been left blank intentionally
337Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
43 SHARE OF ENTITIES IN GROUP
As at 30 June 2025 For the period ended 30 June 2025
Net Assets (Total Assets - Total Share in Profit and Loss Share in Other Comprehensive Share in Total Comprehensive Income
Liabilities) Income
Name of the Entity As % of Amount As % of Amount As % of Amount As % of consolidated Amount
consolidated net consolidated consolidated other total comprehensive
assets profit and loss comprehensive income
income
Parent
Imagine Marketing Limited 107.08% 5 ,694.44 130.92% 2 79.56 44.34% ( 1.15) 131.99% 278.41
Subsidiary
Indian
Dive Marketing Private Limited -0.73% ( 38.98) -0.34% ( 0.72) 0.00% - -0.34% -0.72
HOB Ventures Private Limited 5.76% 3 06.05 -0.14% ( 0.29) 0.00% - -0.14% -0.29
Kaha Technologies Private Limited 1.50% 7 9.57 0.00% 0 .00 0.08% ( 0.00) 0.00% 0.00
Foreign
Imagine Marketing Singapore Pte Ltd 60.63% 3 ,224.12 -0.15% ( 0.32) 0.00% - -0.15% -0.32
Kaha Pte Ltd -2.63% ( 140.03) -17.46% ( 37.29) 0.00% - -17.68% -37.29
Joint Venture (Investment as per Equity Method)
Indian
Califonix Tech and Manufacturing Private Limited 5.94% 3 16.09 12.90% 2 7.54 0.00% - 13.06% 27.54
-
Inter-company eliminations and consolidation adjustments -77.54% (4,123.42) -25.73% (54.95) 55.58% (1.45) -26.74% (56.40)
Total 100.00% 5,317.84 100.00% 213.53 100.00% ( 2.60) 100.00% 210.93
As at 31 March 2025 For the year ended 31 March 2025
Net Assets (Total Assets - Total Share in Profit and Loss Share in Other Comprehensive Share in Total Comprehensive Income
Liabilities) Income
Name of the Entity As % of Amount As % of Amount As % of Amount As % of consolidated Amount
consolidated net consolidated consolidated other total comprehensive
assets profit and loss comprehensive income
income
Parent
Imagine Marketing Limited 106.08% 5 ,391.63 105.14% 6 42.21 -0.43% ( 0.28) 95.02% 641.93
Subsidiary
Indian
Dive Marketing Private Limited -0.75% ( 38.26) -2.86% ( 17.46) 0.00% - -2.58% (17.46)
HOB Ventures Private Limited 6.03% 3 06.31 0.47% 2 .85 0.00% - 0.42% 2.85
Kaha Technologies Private Limited 1.55% 7 8.62 1.30% 7 .91 0.00% - 1.17% 7.91
Foreign
Imagine Marketing Singapore Pte Ltd 63.47% 3 ,225.85 -13.09% ( 79.95) 0.00% - -11.83% (79.95)
Kaha Pte Ltd -2.02% ( 102.79) -12.05% ( 73.60) 0.00% - -10.89% (73.60)
Associate (Investment as per Equity Method)
Indian
Sirena Labs Private Limited 0.00% - - - 0.00% - 0.00% -
Kimirica Lifestyles Private Limited 0.00% - -0.98% ( 6.01) 0.00% - -0.89% (6.01)
Joint Venture (Investment as per Equity Method)
Indian
Califonix Tech and Manufacturing Private Limited 6.35% 3 22.60 15.13% 9 2.39 0.00% - 13.68% 92.39
-
Restated Inter-company eliminations and consolidation -80.70% (4,101.45) 6.95% 42.46 100.43% 65.02 15.91% 107.48
adjustments*
Total 100.00% 5,082.51 100.01% 610.80 100.00% 64.74 100.00% 675.54
* Inter Company Eliminations and adjustments for net assets, share in other comprehensive income and share in total comprehensive income have been restated as part of restatement adjustments in the above table (Refer
Note 52)
338Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
43 SHARE OF ENTITIES IN GROUP (CONTINUED)
As at 30 June 2024 For the year ended 30 June 2024
Net Assets (Total Assets - Total Share in Profit and Loss Share in Other Comprehensive Share in Total Comprehensive Income
Name of the Entity As % of Amount As % of Amount As % of Amount As % of consolidated Amount
consolidated net consolidated consolidated other total comprehensive
assets profit and loss comprehensive income
income
Parent
Imagine Marketing Limited 109.70% 4 ,492.99 77.56% ( 241.04) 0.69% 0 .10 81.53% (240.94)
Subsidiary
Indian
Dive Marketing Private Limited -0.56% ( 23.12) 0.75% ( 2.32) 0.00% - 0.79% (2.32)
HOB Ventures Private Limited 7.40% 3 03.21 0.02% ( 0.06) 0.00% - 0.02% (0.06)
Kaha Technologies Private Limited 1.77% 7 2.52 -0.54% 1 .67 0.00% - -0.57% 1.67
Foreign
Imagine Marketing Singapore Pte Ltd 70.50% 2 ,887.33 6.46% ( 20.07) 0.00% - 6.79% (20.07)
Kaha Pte Ltd -2.58% ( 105.69) 25.17% ( 78.21) 0.00% - 26.47% (78.21)
Associate (Investment as per Equity Method)
Indian
Kimirica Lifestyles Private Limited 0.23% 9 .51 1.80% ( 5.60) 0.00% - 1.89% (5.60)
Joint Venture (Investment as per Equity Method)
Indian
Califonix Tech and Manufacturing Private Limited 7.03% 2 88.06 -8.96% 2 7.85 0.00% - -9.42% 27.85
Inter-company eliminations and consolidation adjustments -93.49% (3,829.12) -2.26% 7.02 99.31% 15.14 -7.50% 22.16
Total 100.00% 4,095.69 100.00% (310.76) 100.00% 15.24 100.00% (295.52)
As at 31 March 2024 For the year ended 31 March 2024
Net Assets (Total Assets - Total Share in Profit and Loss Share in Other Comprehensive Share in Total Comprehensive Income
Liabilities) Income
Name of the Entity As % of Amount As % of Amount As % of Amount As % of consolidated Amount
consolidated net consolidated consolidated other total comprehensive
assets profit and loss comprehensive income
income
Parent
Imagine Marketing Limited 107.84% 4,715.45 67.26% ( 535.95) 3.02% 2.97 76.31% (532.98)
Subsidiary
Indian
Dive Marketing Private Limited -0.48% ( 20.80) 1.10% ( 8.79) 0.00% - 1.26% (8.79)
HOB Ventures Private Limited 6.94% 303.26 0.11% ( 0.88) 0.00% - 0.13% (0.88)
Kaha Technologies Private Limited 1.62% 70.89 -2.15% 17.15 0.26% 0.26 -2.49% 17.41
Foreign
Imagine Marketing Singapore Pte Ltd 63.11% 2,759.60 6.83% ( 54.44) 0.00% - 7.79% (54.44)
Kaha Pte Ltd -0.82% ( 35.76) 15.48% ( 123.38) 0.00% - 17.66% (123.38)
Associate (Investment as per Equity Method)
Indian
Sirena Labs Private Limited 0.00% - 0.00% - 0.00% - 0.00% -
- - -
Kimirica Lifestyles Private Limited 5.03% 219.99 0.00% - 0.08% 0.08 -0.01% 0.08
Joint Venture (Investment as per Equity Method)
Indian
Califonix Tech and Manufacturing Private Limited 5.95% 260.21 0.00% - -1.82% ( 1.79) 0.26% (1.79)
Restated Inter-company eliminations and consolidation -89.19% (3,900.10) 11.36% (90.55) 98.45% 96.86 -0.90% 6.31
adjustments*
Total 100.00% 4,372.74 100.00% (796.84) 100.00% 98.38 100.00% (698.46)
* Inter Company Eliminations and adjustments for net assets, share in other comprehensive income and share in total comprehensive income have been restated as part of restatement adjustments in the above table (Refer
Note 52)
As at 31 March 2023 For the year ended 31 March 2023
Net Assets (Total Assets - Total Share in Profit and Loss Share in Other Comprehensive Share in Total Comprehensive Income
Liabilities) Income
Name of the Entity As % of Amount As % of Amount As % of Amount As % of consolidated Amount
consolidated net consolidated consolidated other total comprehensive
assets profit and loss comprehensive income
income
Parent
Imagine Marketing Limited 103.52% 5,126.75 77.36% ( 1,001.48) -0.51% ( 0.75) 87.41% (1,002.23)
Subsidiary
Indian
Dive Marketing Private Limited -0.24% ( 12.01) 0.49% ( 6.37) 0.00% - 0.56% (6.37)
HOB Ventures Private Limited 6.14% 304.16 0.59% ( 7.60) 0.00% - 0.66% (7.60)
Kaha Technologies Private Limited 1.08% 53.48 -1.16% 15.02 0.59% 0.87 -1.39% 15.89
Foreign
Imagine Marketing Singapore Pte Ltd 61.51% 3,046.19 3.88% ( 50.19) 0.00% - 4.38% (50.19)
-
Kaha Pte Ltd 35.29% 1,747.93 7.30% ( 94.50) 0.00% - 8.24% (94.50)
Associate (Investment as per Equity Method)
Indian
Sirena Labs Private Limited 0.00% - 0.00% - 0.00% - 0.00% -
Kimirica Lifestyles Private Limited 5.09% 252.09 3.70% ( 47.92) 0.00% - 4.18% (47.92)
Joint Venture (Investment as per Equity Method)
Indian
Califonix Tech and Manufacturing Private Limited 0.87% 43.19 0.56% ( 7.30) 0.00% - 0.64% (7.30)
-
Restated Inter-company eliminations and consolidation -113.26% (5,609.23) 7.28% (94.20) 99.92% 147.84 -4.68% 53.64
adjustments*
Total 100.00% 4,952.55 100.00% (1,294.54) 100.00% 147.96 100.00% (1,146.58)
* Inter Company Eliminations and adjustments for net assets, share in other comprehensive income and share in total comprehensive income have been restated as part of restatement adjustments in the above table (Refer
Note 52)
This space has been left blank intentionally
339Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VI - Notes to the Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
44 DISCLOSURES PURSUANT TO SECTION 186 OF THE COMPANIES ACT, 2013
(i) Refer to note 6 for details of investment in subsidiary, associate companies and joint venture.
(ii) The Holding Company has not given any loan or guarantee or provided any security during the year as covered under Section 186 of the Companies Act, 2013 except as disclosed below : (Also refer note 15 (iii) and 10(iii) )
Details of loan given by the Holding Company to one of the subsidiary are as follows :
Name of the entity Purpose As at 30 June 2025 Loan given during the Loan prepaid Foreign exchange
period adjustment
Dive Marketing Private Limited Working capital loan 37.00 - - -
The above loan is repayable on demand and carries interest rate of 7% per annum.
Name of the entity Purpose As at 31 March 2025 Loan given during the Loan prepaid Foreign exchange
year adjustment
Dive Marketing Private Limited Working capital loan 37.00 - - -
The above loan is repayable on demand and carries interest rate of 7% per annum.
Name of the entity Purpose As at 30 June 2024 Loan given during the Loan prepaid Foreign exchange
period adjustment
Dive Marketing Private Limited Working capital loan 37.00 - - -
The above loan is repayable on demand and carries interest rate of 7% per annum.
Name of the entity Purpose As at 31 March 2024 Loan given during the Loan prepaid Foreign exchange
year adjustment
Dive Marketing Private Limited Working capital loan 37.00 10.00 - -
The above loan is repayable on demand and carries interest rate of 7% per annum.
Name of the entity Purpose As at 31 March 2023 Loan given during the Loan prepaid Foreign exchange
year adjustment
Dive Marketing Private Limited Working capital loan 27.00 - - -
The above loan is repayable on demand and carries interest rate of 7% per annum.
Details of loan given by one of the subsidiary to the Holding Company during the year are as follows :
Name of the entity Purpose As at 30 June 2025 LoangivenduringtheLoan prepaid Foreign exchange
year adjustment
HOB Ventures Private Limited Working capital loan - - 300.00 -
The above loan is repayable on demand and carries interest rate of 9% per annum.
Name of the entity Purpose As at 31 March 2025 Loan given during the Loan prepaid Foreign exchange
year adjustment
Dive Marketing Private Limited Working capital loan 300.00 300.00 - -
The above loan is repayable on demand and carries interest rate of 9% per annum.
Name of the entity Purpose As at 30 June 2024 LoangivenduringtheLoan prepaid Foreign exchange
year adjustment
HOB Ventures Private Limited Working capital loan - - - -
The above loan is repayable on demand and carries interest rate of 9% per annum.
45 As per the Reserve Bank of India (RBI) Act, 1934 and RBI guidelines, a Company is required to seek registration as a Non-Banking Financial Company (NBFC) if its principal business is one of financing i.e. if its financial assets are more
than 50 per cent of its total assets (netted off by intangible assets) and income from financial assets is more than 50 per cent of the gross income as per its last audited financial statements.
As at and for the year ended 31 March 2025, the financial assets and income from financial assets of one of the subsidiary Company are more than 50 % of the total assets and gross income respectively. This is due to the subdiary Company’s
deployment of Inter Corporate Deposits to the Holding Company during the year 2024-25 and the accounting for the interest income from such Inter corporate deposits. The advance of Inter corporate deposits was temporary as the funds
were repaid subsequent to year ended 31 March 2025.
The subsidary Company has made an application to RBI dated June 10, 2025, disclosing above facts and seeking condonation on NBFC registration as there was no intent to get involved in the financial activity and is awaiting response on the
46 DISCLOSURE OF STRUCK OFF COMPANIES
The Holding Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
47 TheHoldingCompanydidnothaveanylong-termcontractsincludingderivativecontractsforwhichtherewereanymaterialforeseeablelossesexceptforSeriesCCCPSissuedinthethreemonthsperiodended30June2025and30June
2024 and year ended 31 March 2025,31 March 2024 and 31 March 2023. Refer note 18(xiv).
48 SUBSEQUENT EVENTS
There are no subsequent events after the Balance Sheet date till the date of signing the financial statements which may require adjustment for the three months ended 30 June 2025.
49 No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:
(a) Crypto Currency or Virtual Currency
(b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder
50 Otherthandisclosedbelow,nofundshavebeenadvancedorloanedorinvested(eitherfromborrowedfundsorsharepremiumoranyothersourcesorkindoffunds)bytheGrouptoorinanyotherpersonsorentities,includingforeign
entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Group (Ultimate Beneficiaries).
Investments made in the equity share capital of Intermediary, during the year ended 31 March 2025:
Name of the Intermediary Relationship with the Company Nature of Investment Date Amount
Imagine Marketing Singapore Pte Wholly Owned Subsidiary 5,540,000EquitysharesofImagineMarketingSingaporePteLtdhavingfacevalueUSD1(atRs.83.45/ 04-04-2024 475.42
Limited USD) each, fully paid up 14-02-2025
Investments made by Imagine Marketing Singapore Pte Ltd, as intermediary, during the year ended 31 March 2025:
Investee Company Relationship with the Company Nature of Investment Date Amount
Kaha Pte Ltd Wholly Owned Subsidiary p5 a,6 id40,712 Equity shares of Kaha Pte Ltd (Subsidiary Company) having face value of USD 1 each, fully 0 15 4- -0 04 2- -2 20 02 24 5 477.04
Investments made in the equity share capital of Intermediary, during the financial year 2023-24 :
Name of the Intermediary Relationship with the Company Nature of Investment Date Amount
Imagine Marketing Singapore Pte Wholly Owned Subsidiary 3,000,000 Equity shares of Imagine Marketing Singapore Pte Ltd having face value USD 1 (at Rs. 82.75/ 14-04-2023 248.26
Limited USD) each, fully paid up 23-02-2024
Investments made by Imagine Marketing Singapore Pte Ltd, as intermediary, during the financial year 2023-24 :
Investee Company Relationship with the Company Nature of Investment Date Amount
Kaha Pte Ltd Wholly Owned Subsidiary 2,796,440 Equity shares of Kaha Pte Ltd (Subsidiary Company) having face value of USD 1 each, fully 14-04-2023 231.41
paid 23-02-2024
Investments made in the equity share capital of Intermediary, during the financial year 2022-23:
Name of the Intermediary Relationship with the Company Nature of Investment Date Amount
Imagine Marketing Singapore Pte Wholly Owned Subsidiary 5,400,000 Equity shares of Imagine Marketing Singapore Pte Ltd having face value USD 1 (at Rs. 82.54/ 18-Feb-23 445.74
Limited USD) each, fully paid up
Investments made by Imagine Marketing Singapore Pte Ltd, as intermediary, during the financial year 2022-23:
Investee Company Relationship with the Company Nature of Investment Date Amount
Kaha Pte Ltd Wholly Owned Subsidiary 5,655,533EquitysharesofKahaPteLtd(SubsidiaryCompany)havingfacevalueofUSD1each,fully 21-Feb-23 466.81
paid
The above investment is in compliance with the relevant provisions of the Companies Act, 2013 and the transactions are not violative of the Prevention of Money-Laundering Act, 2002 (15 of 2003).
TheHoldingCompanyhasnotreceivedanyfundfromanyparty(FundingParty)withtheunderstandingthattheHoldingCompanyshallwhether,directlyorindirectlylendorinvestinotherpersonsorentitiesidentifiedbyoronbehalfofthe
Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
51The group has not entered into any scheme of arrangement other than those already disclosed which has an accounting impact on the Restated Consolidated Financial Information.
As per our report of even date attached
For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Firm Registration No. 101248W/W-100022 CIN: U52300MH2013PLC249758
Amar Sunder Gaurav Nayyar Aman Gupta Sameer Mehta
Partner CEO Non Executive Director Director
Membership No: 078305 DIN: DIN: 02249682 DIN: 02945481
Place : Mumbai Place : Mumbai Place : Mumbai Place : Mumbai
Date : 17 October 2025 Date : 17 October 2025 Date : 17 October 2025 Date : 17 October 2025
Rakesh Thakur Shreekant Sawant
Group Chief Financial Officer Company Secretary and Compliance Officer (A-30705)
Place : Mumbai Place : Mumbai
Date : 17 October 2025 Date : 17 October 2025
340Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VII - Statement of Restated Adjustments to the Audited Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
52 Part A: Statement of adjustments to Restated Consolidated Financial Information
I. Reconciliation between audited equity and restated equity
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Total equity (as per audited financial statements) 5,317.84 4,095.69 4,711.22 4,072.86 4,691.62
(i) Audit qualifications - - - - -
(ii) Adjustments due to change in accounting policy / material errors / other adjustments - - 371.29 299.88 260.93
(iii) Deferred tax impact on adjustments in (i) and (ii) above, as applicable - - - - -
Total Adjustments (i+ii+iii) - - 371.29 299.88 260.93
Total Equity as per restated consolidated summary statement of assets and liabilities 5,317.84 4,095.69 5,082.51 4,372.74 4,952.55
II. Reconciliation between audited profit and restated profit
Particulars Year ended Year ended Year ended Year ended Year ended
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Profit after tax (as per audited financial statements) 213.53 (310.76) 610.80 (796.84) (1,294.54)
(i) Audit qualifications - - - - -
(ii) Adjustments due to change in accounting policy / material errors / other adjustments - - - - -
(iii) Deferred tax impact on adjustments in (i) and (ii), as applicable - - - - -
Total Adjustments (i+ii+iii) - - - - -
Restated profit after tax for the period / year 213.53 (310.76) 610.80 (796.84) (1,294.54)
III. The following disclosures for the below mentioned years have been restated as per the requirements in these Restated Consolidated Financial Information.
(I) Corrections in Goodwill and Other Intangible Assets Disclsoure
During the current period, the Group has identified an error in the measurement of certain assets relating to foreign operations on account of not re-translating these foreign currency balances at the closing exchange rate for the
respective financial years as required under Ind AS 21.
Accordingly, the carrying amount of Goodwill, Other Intangible assets and the related Foreign Currency Translation Reserve and Other Comprehensive Income have been corrected by restating the comparative financial
information in accordance with Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors.
Accordingly, the comparative amounts and corresponding disclosures have been restated as per the requirements in these Restated Consolidated Financial Information. The tables below summarise the impact of these corrections on
the Group’s Restated Consolidated Financial Information:
Particulars Impact of correction of error for the year ended 31 March 2025
As previously reported Adjustments As restated
Goodwill and Other Intangible Assets
Gross Carrying Value
-Goodwill
Balance as at 01 April 2024 1,783.84 200.06 1,983.90
Exchange differences on translation of foreign operations - 51.51 51.51
Balance as at 31 March 2025 1,783.84 251.57 2,035.41
-Patents and Trademarks
Balance as at 01 April 2024 990.45 113.08 1,103.53
Additions during the year 0.13 - 0.13
Exchange differences on translation of foreign operations - 29.11 29.11
Balance as at 31 March 2025 990.58 142.19 1,132.77
Accumulated amortisation
-Patents and Trademarks
As at 01 April 2024 246.10 13.26 259.36
Amortisation for the year 122.82 - 122.82
Exchange differences on translation of foreign operations (0.13) 9.22 9.09
As at 31 March 2025 368.79 22.48 391.27
Net carrying value
-Patents and Trademarks 621.79 119.71 741.50
Particulars Impact of correction of error for the year ended 31 March 2024
As previously reported Adjustments As restated
Goodwill and Other Intangible Assets
Gross Carrying Value
-Goodwill
Balance as at 01 April 2023 1,783.84 173.06 1,956.90
Exchange differences on translation of foreign operations - 27.00 27.00
Balance as at 31 March 2024 1,783.84 200.06 1,983.90
-Patents and Trademarks
Balance as at 01 April 2023 988.82 97.82 1,086.64
Additions during the year 1.51 - 1.51
Exchange differences on translation of foreign operations 0.12 15.26 15.38
Balance as at 31 March 2024 990.45 113.08 1,103.53
Accumulated amortisation
-Patents and Trademarks
As at 01 April 2023 131.51 9.95 141.46
Amortisation for the year 114.74 - 114.74
Exchange differences on translation of foreign operations (0.15) 3.31 3.16
Net carrying value
-Patents and Trademarks 744.35 99.82 844.17
Particulars Impact of correction of error for the year ended 31 March 2023
As previously reported Adjustments As restated
Goodwill and Other Intangible Assets
Gross Carrying Value
-Goodwill
Balance as at 01 April 2022 1,783.84 25.88 1,809.72
Exchange differences on translation of foreign operations - 147.18 147.18
Balance as at 31 March 2023 1,783.84 173.06 1,956.90
-Patents and Trademarks
Balance as at 01 April 2022 986.48 14.63 1,001.11
Additions during the year 2.29 - 2.29
Exchange differences on translation of foreign operations 0.05 83.19 83.24
Balance as at 31 March 2023 988.82 97.82 1,086.64
Accumulated amortisation
-Patents and Trademarks
As at 01 April 2022 16.94 0.24 17.18
Amortisation for the year 114.50 - 114.50
Exchange differences on translation of foreign operations 0.07 9.71 9.78
As at 31 March 2023 131.51 9.95 141.46
Net carrying value
-Patents and Trademarks 3 4 1 857.31 87.87 945.18Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VII - Statement of Restated Adjustments to the Audited Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
(II) Corrections in Other Equity Disclosure
Particulars Impact of correction of error for the year ended 31 March 2025
As previously reported Adjustments As restated
Other Comprehensive Income/(expense)
Foreign Currency Translation Reserve
Balance at the beginning of the year 3.76 299.88 303.64
Exchange differences in translating financial statements of foreign operations (6.21) 71.41 65.20
Balance at the end of the year (2.45) 371.29 368.84
Particulars Impact of correction of error for the year ended 31 March 2024
As previously reported Adjustments As restated
Other Comprehensive Income/(expense)
Foreign Currency Translation Reserve
Balance at the beginning of the year (52.44) 260.93 208.49
Exchange differences in translating financial statements of foreign operations 56.20 38.95 95.15
Balance at the end of the year 3.76 299.88 303.64
Particulars Impact of correction of error for the year ended 31 March 2023
As previously reported Adjustments As restated
Other Comprehensive Income/(expense)
Foreign Currency Translation Reserve
Balance at the beginning of the year 20.39 40.26 60.65
Exchange differences in translating financial statements of foreign operations (72.83) 220.67 147.84
Balance at the end of the year (52.44) 260.93 208.49
(III) Corrections in Note on Share of Entities in Group
Particulars Impact of correction of error for the year ended 31 March 2025
As previously reported Adjustments As restated
Share Of Entities In Group
Inter-company eliminations and consolidation adjustments
- Net Assets (Total Assets- Total Liabilities) (4,472.75) 371.30 (4,101.45)
-Percentage of consolidated net assets -94.94% 14.24% -80.70%
-Share In Other Comprehensive Income (6.39) 71.41 65.02
-Percentage of share in OCI -95.85% 196.28% 100.43%
Share in Total Comprehensive income 36.07 71.41 107.48
-Percentage of Share in Total Comprehensive Income 5.97% 9.94% 15.91%
Total Comprehensive Income 604.13 71.41 675.54
Total Net Assets (Total Assets- Liabilities) 4,711.22 371.29 5,082.51
Particulars Impact of correction of error for the year ended 31 March 2024
As previously reported Adjustments As restated
Share Of Entities In Group
Inter-company eliminations and consolidation adjustments
- Net Assets (Total Assets- Total Liabilities) (4,199.97) 299.88 (3,900.10)
-Percentage of consolidated net assets -103.12% 13.93% -89.19%
-Share In Other Comprehensive Income (54.49) 151.35 96.86
-Percentage of share in OCI 102.87% -4.42% 98.45%
-Share in Total Comprehensive income (145.04) 151.35 6.31
-Percentage of Share in Total Comprehensive Income 17.07% -17.97% -0.90%
Total Comprehensive Income (849.81) 151.35 (698.46)
Total Net Assets (Total Assets- Liabilities) 4,072.86 299.88 4,372.74
342Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VII - Statement of Restated Adjustments to the Audited Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Particulars Impact of correction of error for the year ended 31 March 2023
As previously reported Adjustments As restated
Share Of Entities In Group
Inter-company eliminations and consolidation adjustments
- Net Assets (Total Assets- Total Liabilities) (5,870.16) 260.93 (5,609.23)
-Percentage of consolidated net assets (1.25) 0.12 (1.13)
-Share In Other Comprehensive Income 72.84 75.00 147.84
-Percentage of share in OCI 1.00 0.00 1.00
-Share in Total Comprehensive income (21.36) 75.00 53.64
-Percentage of Share in Total Comprehensive Income 0.02 (0.06) (0.05)
Total Comprehensive Income (1,221.58) 75.00 (1,146.58)
Total Net Assets (Total Assets- Liabilities) 4,691.62 260.93 4,952.55
(IV) Reclassifications in cash flow statements: The Group has revised the presentation of Cash Flow Statement in the Restated Consolidated Financial information in order to reflect the correct classification of certain line items.
Hence, amounts for the year ended 31 March 2024 and 31 March 2023 have been reclassified for consistency.
Particulars Year ended 31 March 2024
As previously reported Adjustments As restated
Cash generated from/(used in) operations 3,756.79 (224.53) 3,981.32
- Increase/(Decrease) in other financial liabilities (215.11) (224.53) 9.42
Net Cash flows generated from/(used in) operating activities 3,709.54 (224.53) 3,934.07
Net cash flow (used in) investing activities (149.65) (224.53) (374.18)
-Acquisition of intangible assets including expenditure on internally generated intangible assets - (82.85) (82.85)
-Acquisition of intangible assets (165.36) 165.36 -
-Development expenditure on internally generated intangible assets 82.51 (82.51) -
- Payment of deferred consideration* - (224.53) (224.53)
- Investment in Fixed deposits (4.61) (244.39) (249.00)
- Redemption of fixed deposits - 244.39 244.39
* Deferred consideration payable pertains to the amount payable to the shareholders of KaHa Pte. pursuant to its acquisition by Imagine Marketing Singapore Pte. (Refer note 22)
Particulars Year ended 31 March 2023
As previously reported Adjustments As restated
Cash generated from/(used in) operations (543.55) (460.20) (83.35)
- Increase/(Decrease) in other financial liabilities (409.10) (460.20) 51.10
Net Cash flows generated from/(used in) operating activities (641.78) (460.20) (181.58)
Net cash flow (used in) investing activities (750.84) (460.20) (1,211.04)
-Acquisition of intangible assets including expenditure on internally generated intangible assets - (297.02) (297.02)
-Acquisition of intangible assets (359.49) 359.49 -
-Development expenditure on internally generated intangible assets 62.47 (62.47) -
- Payment of deferred consideration* - (460.20) (460.20)
- Investment in Fixed deposits (354.56) (1,500.00) (1,854.56)
- Redemption of fixed deposits - 1,500.00 1,500.00
* Deferred consideration payable pertains to the amount payable to the shareholders of KaHa Pte. pursuant to its acquisition by Imagine Marketing Singapore Pte. (Refer note 22)
(V) Corrections in Share Capital Disclosure
Under the Note to Share Capital, the Corrections have been made in the Shares reserved for issue under options and contracts for the year ended 31 March 2024 and 31 March 2025 summarised below:
Particulars Impact of correction of error for the year ended 31 March 2025
As previously reported Adjustments As restated
Shares reserved for issue under options and contracts:
Under Employee Stock Option Plan 2023
Number of shares
Equity shares of Re 1 each, at exercise price of Rs 450.00 per share 12,58,582 15,500 12,74,082
Amount
Equity shares of Re 1 each, at exercise price of Rs 450.00 per share 1.26 0.01 1.27
Particulars Impact of correction of error for the year ended 31 March 2024
As previously reported Adjustments As restated
Shares reserved for issue under options and contracts:
Under Employee Stock Option Plan 2019:
Number of shares
Equity shares of Re 1 each, at exercise price of Rs 30.27 per share 5,85,200 (39,000) 5,46,200
Equity shares of Re 1 each, at exercise price of Rs 141.88 per share 20,36,450 (3,57,120) 16,79,330
Equity shares of Re 1 each, at exercise price of Rs 300.00 per share 1,50,000 13,300 1,63,300
Equity shares of Re 1 each, at exercise price of Rs 450.00 per share 5,56,002 (53,107) 5,02,895
Equity shares of Re 1 each, at exercise price of Rs 250.00 per share - 60,000 60,000
Amount
Equity shares of Re 1 each, at exercise price of Rs 30.27 per share 0.59 (0.04) 0.55
Equity shares of Re 1 each, at exercise price of Rs 141.88 per share 2.04 (0.36) 1.68
Equity shares of Re 1 each, at exercise price of Rs 300.00 per share 0.15 0.01 0.16
Equity shares of Re 1 each, at exercise price of Rs 450.00 per share 0.56 (0.05) 0.50
Equity shares of Re 1 each, at exercise price of Rs 250.00 per share - 0.06 0.06
343Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VII - Statement of Restated Adjustments to the Audited Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
(V) Corrections in EPS disclosure
The Group had revised the EPS computation after considering the conversion impact of its convertible instruments (Series A, Series B and Series C CCPS) while computing Basic EPS & Dilutive EPS for the years ended 31 March
2024 and 31 March 2023. The corresponding disclosures for the mentioned years have been restated in these Restated Consolidated Financial Information. The tables below summarise the impact of these corrections on the Group’s
Restated Consolidated Financial Information:
Particulars Impact of correction of error for the year ended 31 March 2024
As previously reported Adjustments As restated
Weighted average number of shares outstanding during the year for Basic EPS 9,66,73,569.00 5,34,24,982.00 15,00,98,551.00
Weighted average number of shares outstanding during the year for Diluted EPS** 11,15,48,462.00 3,85,50,089.00 15,00,98,551.00
Profit /(loss) attributable to equity shareholders (diluted) (788.12) (8.72) (796.84)
Earnings / (Loss) Per Share (Rs.):
Basic (8.24) 2.93 (5.31)
Diluted** (8.24) 2.93 (5.31)
**Employee Stock options outstanding for 31 March 2024: 56,0643 were excluded from the diluted weighted-average number of equity shares calculation because their effect would have been anti-dilutive.
Particulars Impact of correction of error for the year ended 31 March 2023
As previously reported Adjustments As restated
Weighted average number of shares outstanding during the year for Basic EPS 9,65,79,065.00 4,37,77,229.00 14,03,56,294.00
Weighted average number of shares outstanding during the year for Diluted EPS* 11,14,51,975.00 2,89,04,319.00 14,03,56,294.00
Profit /(loss) attributable to equity shareholders (diluted) (1,263.31) (31.23) (1,294.54)
Earnings / (Loss) Per Share (Rs.):
Basic (13.40) 4.18 (9.22)
Diluted* (13.40) 4.18 (9.22)
*Employee Stock options outstanding for 31 March 2023: 558,660 were excluded from the diluted weighted-average number of equity shares calculation because their effect would have been anti-dilutive.
(VI) Corrections in RPT disclosure:
The Group identified following omissions as compared to the previously disclosed in its consolidated financial statements for the years ended 31 March 2024 and 31 March 2023.
The corresponding disclosures for the above mentioned years have been restated as per the requirements in these Restated Consolidated Financial Information. The tables below summarise the impact of these corrections on the
Group’s Restated Consolidated Financial Information:
Particulars Impact of correction of error for the year ended 31 March 2024
As previously reported Adjustments As restated
Commission to Directors Payable
Mr. Aashish Kamat 3.00 (1.50) 1.50
Mr. Anand Ramamoorthy 3.00 (1.50) 1.50
Mr. Deven Waghani 3.00 (1.50) 1.50
Ms. Purvi Sheth 3.00 (1.50) 1.50
Mr. Vivek Gambhir - 1.50 1.50
Post employment benefits
Mr. Rakesh Thakur - 0.23 0.23
Particulars Impact of correction of error for the year ended 31 March 2023
As previously reported Adjustments As restated
Post employment benefits
Mr. Vivek Gambhir - 0.32 0.32
Mr. Ankur Sharma - 0.16 0.16
Mr. Mukesh Ranga - 0.06 0.06
This space have been left blank intentionally
344Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VII - Statement of Restated Adjustments to the Audited Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
(VII) Corrections in Segment Information disclosure
TheGroupidentifiederrorsinthesegmentinformationpreviouslydisclosedinitsconsolidatedfinancialstatementsfortheyearsended31March2025,31March2024and31March2023.Thecorrespondingdisclosuresfortheyears
ended31March2025,31March2024and31March2023havebeenrestatedaspertherequirementsintheseRestatedConsolidatedFinancialInformation.ThetablesbelowsummarisetheimpactofthesecorrectionsontheGroup’s
Restated Consolidated Financial Information:
Particulars Impact of correction of error for the year ended 31 March 2025
As previously reported Adjustments As restated
B. Other Information
Segment Assets
Wearables 3,084.45 371.29 3,455.74
Total segment assets 9,555.14 371.29 9,926.43
Total Assets 15,809.42 371.29 16,180.71
C. Additional information by geographies
Non-current assets
India 3,575.79 371.29 3,947.08
Particulars Impact of correction of error for the year ended 31 March 2024
As previously reported Adjustments As restated
B. Other Information
Depreciation/Amortisation
Audio 5.58 - 5.58
Wearables 113.76 - 113.76
Others 8.26 - 8.26
Unallocated corporate depreciation/amortisation 129.50 98.76 228.26
Segment Assets
Wearables 4,924.16 299.88 5,224.04
Total segment assets 10,143.00 299.88 10,442.88
Total Assets 17,055.25 299.88 17,355.13
C. Additional information by geographies
Non-current assets
India 4,067.72 299.88 4,367.60
Particulars Impact of correction of error for the year ended 31 March 2023
As previously reported Adjustments As restated
A. Business Segments
Segment Results
Wearables (954.72) (322.95) (1,277.67)
Others (404.27) (1.05) (405.32)
Results 42.11 (324.00) (281.89)
Un-allocated corporate expenses net of un-allocated income (254.90) (155.40) (410.30)
Depreciation and amortisation (783.58) 527.63 (255.95)
Profit/(Loss) before tax (1,685.35) 48.23 (1,637.12)
Profit/(Loss) for the year (1,342.77) (48.23) (1,294.54)
B. Other Information
Segment Assets
Audio 4,436.11 1,226.56 5,662.67
Wearables 2,732.28 5,379.03 8,111.31
Others 806.40 (162.96) 643.44
Total segment assets 7,974.79 6,442.63 14,417.42
Unallocated corporate assets 13,549.30 (6,181.70) 7,367.60
Total Assets 21,524.09 260.93 21,785.02
Segment Liabilities
Audio 1,763.15 399.40 2,162.55
Wearables 1,582.85 (71.63) 1,511.22
Others 136.70 9.59 146.29
Total segment liabilities 3,482.70 337.36 3,820.06
Unallocated corporate liabilities 13,349.76 (337.35) 13,012.41
Capital expenditure
Unallocated corporate capital expenditure 348.22 0.59 348.81
Depreciation/Amortisation
Audio 20.72 - 20.72
Wearables 138.90 - 138.90
Others 1.14 - 1.14
Unallocated corporate depreciation/amortisation 29.02 66.17 95.19
C. Additional information by geographies
Non-current assets
India 4,726.46 (575.68) 4,150.78
The "Outstanding from top two customers" has been disclosed in note 38 (D), as required by Ind AS 108 "Segment Reporting" which was inadvertently ommitted in 31 March 2024 and 31 March 2023.
345Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VII - Statement of Restated Adjustments to the Audited Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
(VIII) Corrections in Other Comprehensive Income disclosure
The Group identified error in the amount for "Exchange differences in translating financial statements of foreign operations" in its Consolidated Profit and Loss for the years ended 31 March 2025, 31 March 2024 and 31 March 2023.
Consequently, this resulted in change in the amount for "Other Comprehensive Income/(Loss) for the year, net of tax" and and "Total Comprehensive Income/(Loss) for the year". The amount has been restated for the years ended 31
March 2025, 31 March 2024 and 31 March 2023 as per the requirements in these Restated Consolidated Statement of Profit and Loss.
Particulars Year ended 31 March 2025
As previously reported Adjustments As restated
Exchange differences in translating financial statements of foreign operations (6.21) 71.41 65.20
Particulars Year ended 31 March 2024
As previously reported Adjustments As restated
Exchange differences in translating financial statements of foreign operations 56.20 38.95 95.15
Particulars Year ended 31 March 2023
As previously reported Adjustments As restated
Exchange differences in translating financial statements of foreign operations (72.83) 220.67 147.84
(IX) Corrections in Total Comprehensive Income disclosure
TheGroupidentifiederrorsinthetotalcomprehensiveincomepreviouslydisclosedinitsconsolidatedfinancialstatementsfortheyearsended31March2025,31March2024and31March2023.Thecorrespondingdisclosuresfor
theyearsended31March2025,31March2024and31March2023havebeenrestatedaspertherequirementsintheseRestatedConsolidatedFinancialInformation.Thetablesbelowsummarisetheimpactofthesecorrectionsonthe
Group’s Restated Consolidated Financial Information:
Particulars Year ended 31 March 2025
As previously reported Adjustments As restated
Total Comprehensive income/(loss) for the year 604.13 71.41 675.54
Particulars Year ended 31 March 2024
As previously reported Adjustments As restated
Total Comprehensive income/(loss) for the year (737.41) 38.95 (698.46)
Particulars Year ended 31 March 2023
As previously reported Adjustments As restated
Total Comprehensive income/(loss) for the year (1,367.25) 220.67 (1,146.58)
(X) Corrections in Capital Management Disclsoure
Particulars Impact of correction of error for the year ended 31 March 2025
As previously reported Adjustments As restated
Total equity 4,711.22 371.29 5,082.51
Add : Financial Liability in relation to CCPS if classified as instruments entirely in equity in nature 5,046.47 - 5,046.47
Total adjusted equity 9,757.69 371.29 10,128.98
Adjusted net debt to total equity ratio (considering CCPS as debt) 0.64 (0.05) 0.59
Adjusted net debt to adjusted equity ratio (0.21) 0.01 (0.20)
Particulars Impact of correction of error for the year ended 31 March 2024
As previously reported Adjustments As restated
Total equity 4,072.86 299.88 4,372.74
Add : Financial Liability in relation to CCPS if classified as instruments entirely in equity in nature 5,039.95 - 5,039.95
Total adjusted equity 9,112.81 299.88 9,412.69
Adjusted net debt to total equity ratio (considering CCPS as debt) 1.52 (0.10) 1.42
Adjusted net debt to adjusted equity ratio 0.13 (0.01) 0.12
Particulars Impact of correction of error for the year ended 31 March 2023
As previously reported Adjustments As restated
Total equity 4,691.62 260.93 4,952.55
Add : Financial Liability in relation to CCPS if classified as instruments entirely in equity in nature 5,031.23 - 5,031.23
Total adjusted equity 9,722.85 260.93 9,983.78
Adjusted net debt to total equity ratio (considering CCPS as debt) 0.83 0.97 1.80
Adjusted net debt to adjusted equity ratio 0.40 (0.01) 0.39
(X) Corrections in Authorised Share Capital disclosure:
The amount and number of Authorised Share Capital for Equity shares of Rs. 1 each has been restated from 14,64,68,000 equity shares to 16,08,28,000 and amount from Rs. 146.47 Million to 160.83 Million as a part of
restatement adjustments in the above table for years ended 31 March 2024 and 31 March 2023.
(XI) Corrections in Commitments disclosure:
The "Other commitments" have been removed from the Commitment note as these were not long term purchase contracts for 31 March 2024 and 31 March 2023.
Particulars Year ended 31 March 2024
As previously reported Adjustments As restated
Other commitments 1,784.43 (1,784.43) -
Particulars Year ended 31 March 2023
As previously reported Adjustments As restated
Other commitments 8,492.47 (8,492.47) -
(XI) Correction in Borrowings disclosure:
The total amount of borrowings was correctly reflected however the below mentioned amount was added in the utilization of limits disclosure in note 18 as part of restatement adjustments.
Name of the bank Outstanding as on 31 March 2024
As previously reported Adjustments As restated
HDFC Bank - 400.00 400.00
(XII) Other dislcosure changes:
Note Number Description
Note 35A - Financial instruments by category and their fair value The "Investments in Associates and Joint venture" and "Lease liabilities" have
been removed from the note 35A, as these are not considered as a Financial Asset
and Financial Liability as per Ind AS 109 "Financial Instruments" for 31 March
2024 and 31 March 2023.
Note 35B - Fair Value Hierarchy The "EBITDA Margin" and sensitivity has been disclosed in note no. 35(B), as
required by Ind AS 109 "Financial Instruments" for 31 March 2024 and 31 March
2023.
The Forecast annual revenue growth rate sensitivity has been disclosed in note no.
35(B), as required by Ind AS 109 "Financial Instruments" for 31 March 2024 and
31 March 2023.
Note 9E - Deferred tax The Group has quantified the "Deferred tax asset on the Business losses and
capital losses of subsidiary companies" as a part of restatement adjustments due to
inadvertent ommission for year ended 31 March 2024 and 31 March 2023.
Note 10 - Other Assets The Group has disclosed the outstanding advance amount pertaining to advance to
suppliers in foreign currency as a part of restatement adjustments due to
inadvertent omm3i4ssi6on for year ended 31 March 2024 and 31 March 2023.Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VII - Statement of Restated Adjustments to the Audited Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
52 Part B : Adjusting events
There are no audit qualifications for the respective years, which require any adjustments in the Restated Consolidated Financial Information.
52 Part C : Non- adjusting events
1 Audit qualifications for the respective years, which do not require any adjustment in the Restated Consolidated Financial Information:
There are no Qualifications in the auditor's report for the three months period ended 30 June 2025 and 30 June 2024 and financial years ended 31 March 2025, 31 March 2024 and 31 March 2023 which require adjustments.
2 Matters reported with respect to Other Legal and Regulatory Requirements which do not require any adjustment in the Restated Consolidated Financial Information:
In the Independent Auditor's report on the Consolidated Financial Statement of Imagine Marketing Limited (formerly known as Imagine Marketing Private Limited)
For the year ended 31 March 2025
1. As required by Section 143(3) of the Act - paragraph 2(A)(b)
In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the
other auditors except for the matters stated in the paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(A)(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2B(f) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
Based on our examination which included test checks and that performed by the respective auditors of the subsidiary companies and joint venture company incorporated in India whose financial statements have been audited under
the Act, except for the instances mentioned below, the Holding Company and its subsidiary companies and joint venture company have used an accounting software for maintaining its books of account which has a feature of
recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares:
In respect of the Holding Company and the two subsidiary companies, the feature of recording audit trail (edit log) facility was not enabled at the database level for the accounting software related to general ledger to log any direct
data changes. In respect of the Holding Company, for the accounting software for inventory operated by a third-party software service provider, in the absence of an independent auditor’s report for controls regarding audit trail
feature at service organizations, we are unable to comment whether audit trail feature for the said software was enabled and operated throughout the year for recording all relevant transactions in the software or whether there were
any instances of the audit trail feature being tampered with.
Further, where audit trail (edit log) facility was enabled and operated throughout the year, we and respective auditors of such subsidiary companies and joint venture company did not come across any instance of audit trail feature
being tampered with. Additionally, except where audit trail (edit log) facility was not enabled in the previous year, the audit trail has been preserved by the Holding Company, subsidiary companies and joint venture company as
per the statutory requirements for record retention.
2. Annexure A to the Independent Auditor’s Report on the Consolidated Financial Statement of Imagine Marketing Limited (formerly known as Imagine Marketing Private Limited)
Clause 3 (xxi) of CARO 2020 Order
In our opinion and according to the information and explanations given to us, following companies incorporated in India and included in the consolidated financial statement, have unfavourable remarks given by the respective
auditors in their reports under the Companies (Auditor's Report) Order, 2020 (CARO):
Name of the entities CIN Holding Company Clause number of the CARO report which is
/Subsidiary /Associate unfavourable
Imagine Marketing Limited U52300MH2013PLC249758 Holding Company 3(ii)(b)
3(iii) (c)
3(vii)(a)
Dive Marketing Private Limited U52520MH2021PTC361514 Subsidiary 3(xvii)
Matter included in the Companies (Auditor’s Report) Order in the Auditor's report on the Standalone Financial Statement of Imagine Marketing Limited (formerly known as Imagine Marketing Private Limited)
Annexure A to the Independent Auditor’s Report on the Standalone Financial Statement of Imagine Marketing Limited (formerly known as Imagine Marketing Private Limited)
Clause 3 (ii) (b) of CARO, 2020 Order:
According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits inexcess of five crore rupees, in aggregate,
from banks or financial institutions on the basis ofsecurity of current assets. In our opinion, the quarterly returns or statements filed by theCompany with such banks or financial institutions are in agreement with the books of
accountof the Company except as follows:
Name of bank Quarter Particulars Amount as per books Amount as reported Amount of difference
of account in the quarterly
Citi Bank, RBL, HDFC, ICICI, HSBC, Axis, DBS March 2025 Inventory 3,239.39 3,259.08 (19.69)
Citi Bank, RBL, HDFC, ICICI, HSBC, Axis, DBS March 2025 Trade Receivables 2,540.02 2,486.61 53.41
Clause 3 (iii) (c) of CARO, 2020 Order:
According to the information and explanations given to us and on the basis of our examinationof the records of the Company, in the case of loans given, in our opinion the repayment of principal and payment of interest has been
stipulated and the repayments or receipts have beenregular except for the loan of Rs. 37.00 millions and interest thereon of Rs. 5.76 millions which is repayable on demand. As informed to us, the Company has not demanded
repayment of the loan and interest during the year. Thus, there has been no default on the part of the party to whom the money has been lent. Further, the Company has not given any advance in the nature of loan to any party during
the year.
Clause 3 (vii) (a) of CARO, 2020 Order:
The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues has been subsumed into GST. According to the
information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion, the undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State
Insurance, Income-Tax, Duty of Customs or Cess and other statutory dues have generally been regularly deposited by the Company with the appropriate authorities, except for slight delays in Provident Fund.
According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Service Tax, Provident Fund, Employees State
Insurance, Income-Tax, Duty of Customs or Cess and other statutory dues were in arrears as at 31 March 2025 for a period of more than six months from the date they became payable.
Matter included in the Companies (Auditor’s Report) Order of Dive Marketing Private Limited
Annexure A to the Independent Auditor’s Report on the Financial Statements Of Dive Private Limited
Clause 3 (xvii) of CARO, 2020 Order:
The Company has incurred cash losses of Rs 10.71 million in the current financial year and Rs 2.02 million in the immediately preceding financial year.
For the year ended 31 March 2024
In the Independent Auditor's report on the Consolidated Financial Statement of Imagine Marketing Limited (formerly known as Imagine Marketing Private Limited)
Matters reported with respect to Other Legal and Regulatory Requirements which do not require any adjustment in the Restated Consolidated Financial Information:
1. As required by Section 143(3) of the Act - paragraph 2(A)(b)
In our opinion, proper books of account as required by law relating to preparation of the aforesaid financial statements have been kept so far as it appears from our examination of those books except for the matters stated in the
paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
The qualification relating to the maintenance of accounts and other matters connected therewith on reporting under Section 143(3)(b) and paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 is as follows:
Basedonourexaminationwhichincludedtestchecksandthatperformedbytherespectiveauditorsofthesubsidiarycompanies,associatecompanyandjointventurecompanyincorporatedinIndiawhosefinancialstatementshave
beenauditedundertheAct,exceptfortheinstancesmentionedbelow,theHoldingCompanyanditssubsidiarycompanies,associatecompanyandjointventurecompanyhaveusedanaccountingsoftwareformaintainingitsbooks
ofaccountwhichhasafeatureofrecordingaudittrail(editlog)facilityandthesamehasoperatedthroughouttheyearforallrelevanttransactionsrecordedinthesoftware.Further,duringthecourseofouraudit,exceptforthe
instances mentioned below, we and respective auditors of such subsidiary companies, associate company and joint venture company did not come across any instance of audit trail feature being tampered with.
347Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VII - Statement of Restated Adjustments to the Audited Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Instancesofaccountingsoftwareformaintainingitsbooksofaccountwhichdidnothadaa)InrespectoftheHoldingCompany,theCompanyhasusedaccountingsoftwaresformaintainingitsbooksofaccountrelatingto
featureofrecordingaudittrail(editlog)facilityandthesamewasnotoperatedthroughoutthegeneralledger,inventoryandcustomerorderandbillingmanagement,whichhaveafeatureofrecordingaudittrail(editlog)facility
year for all relevant transactions recorded in the software andthesamehasoperatedthroughouttheyearforallrelevanttransactionsrecordedintherespectivesoftwaresexceptthatthe
featureofrecordingaudittrail(editlog)facilitywasnotenabledatthedatabaselevelfortheaccountingsoftwaresrelatedtogeneral
ledgerandinventorytologanydirectdatachanges.Further,whereaudittrail(editlog)facilitywasenabledandoperated
throughout the year, we did not come across any instance of audit trail feature being tampered with.
b)Inrespectoftwosubsidiarycompanies,theCompanieshaveusedanaccountingsoftwareformaintainingitsbooksofaccount
whichdoesnothavethefeatureofrecordingaudittrail(editlog)facility.Consequently,weareunabletocommentonaudittrail
feature of the said software.
c)Inrespectofoneassociate,thecompanyhasusedaccountingsoftwareformaintainingitsbooksofaccount,whichhasafeature
ofrecordingaudittrail(editlog)facilityexceptintheperiodbeginningfrom1Apnl2023to11May2023whereinthefeatureof
recordingaudittrail(editlog)facilitywasnotenabled.Further,theaudittrailfacilityhasbeenoperatingthroughouttheyearforall
relevant transactions recorded in the software except for the instances reported above.
2. Annexure A to the Independent Auditor’s Report on the Consolidated Financial Statement of Imagine Marketing Limited (formerly known as Imagine Marketing Private Limited)
Clause 3 (xxi) of CARO 2020 Order
In our opinion and according to the information and explanations given to us, following companies incorporated in India and included in the consolidated financial statement, have unfavourable remarks given by the respective
auditors in their reports under the Companies (Auditor's Report) Order, 2020 (CARO):
Name of the entities CIN Holding Company Clause number of the CARO report which is
/Subsidiary /Associate unfavourable
Imagine Marketing Limited U52300MH2013PLC249758 Holding Company 3(ii)(b)
3(xvii)
Dive Marketing Private Limited U52520MH2021PTC361514 Subsidiary 3(ix)(d)
3(xix)
HOB Ventures Private Limited U24290MH2021PTC374154 Subsidiary 3(xvii)
3(xix)
Kimirica Lifestyle Private Limited U24246MP2022PTC059090 Associate 3(xvii)
Matter included in the Companies (Auditor’s Report) Order in the Auditor's report on the Standalone Financial Statement of Imagine Marketing Limited (formerly known as Imagine Marketing Private Limited)
Annexure A to the Independent Auditor’s Report on the Standalone Financial Statement of Imagine Marketing Limited (formerly known as Imagine Marketing Private Limited)
Clause 3 (ii) (b) of CARO, 2020 Order:
According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate,
from banks or financial institutions on the basis of security of current assets. In our opinion, the quarterly returns or statements filed by the Company with such banks or financial institutions are in agreement with the books of
account of the Company except as follows:
Name of bank Quarter Particulars Amount as per books Amount as reported Amount of difference
of account in the quarterly
return/ statement
Citi Bank, RBL, HDFC, ICICI, HSBC, SCB, Axis, DBS March 2024 Inventory 4,293.23 4,308.71 (15.48)
Citi Bank, RBL, HDFC, ICICI, HSBC, SCB, Axis, DBS March 2024 Trade Receivables 1,497.06 1,706.25 (209.19)
Clause 3 (xvii) of CARO, 2020 Order:
The Company has incurred cash losses of Rs. 479.36 millions in the current financial year and Rs. 1,192.38 millions in the immediately preceding financial year.
Matter included in the Companies (Auditor’s Report) Order of Dive Marketing Private Limited
Clause 3 (xxi) of CARO 2020 Order
Annexure A to the Independent Auditor’s Report on the Financial Statements of Dive Marketing Private Limited
Clause 3 (ix)(d) of CARO, 2020 Order:
AccordingtotheinformationandexplanationsgiventousandonanoverallexaminationofthebalancesheetoftheCompany,wereportthattheCompanyhasnotusedfundsraisedonshort-termbasisforlong-termpurposes
except in the case of funds raised from holding company amounting to Rs. 37,000,000 which is repayable on demand. The Company has invested the amount for purchase of trademark.
Clause 3 (xix) of CARO, 2020 Order:
TheCompanyhasincurredlossesinthecurrentyearandthepreviousyearandhasaccumulatedlossesasat31stMarch,2024.AsexplainedintheNote2.1Atothefinancialstatements,ImagineMarketingLimited,theHolding
CompanyhasgivenaletterthatitwouldcontinuetoprovidefinancialsupporttotheCompanyintheforeseeablefuturetomeetitsobligations.Onthebasisoftheaboveandaccordingtotheinformationandexplanationsgivento
usandonthebasisofthefinancialratios,ageingandexpecteddatesofrealisationoffinancialassetsandpaymentoffinancialliabilities,ourknowledgeoftheBoardofDirectorsandmanagementplansandbasedonour
examinationoftheevidencesupportingtheassumptions,nothinghascometoourattention,whichcausesustobelievethatanymaterialuncertaintyexistsasonthedateoftheauditreportthattheCompanyisnotcapableof
meetingitsliabilitiesexistingatthedateofbalancesheetasandwhentheyfallduewithinaperiodofoneyearfromthebalancesheetdate.We,however,statethatthisisnotanassuranceastothefutureviabilityoftheCompany.
Wefurtherstatethatourreportingisbasedonthefactsuptothedateoftheauditreportandweneithergiveanyguaranteenoranyassurancethatallliabilitiesfallingduewithinaperiodofoneyearfromthebalancesheetdate,
will get discharged by the Company as and when they fall due.
Matter included in the Companies (Auditor’s Report) Order of HOB Ventures Private Limited
Annexure A to the Independent Auditor’s Report on the Financial Statements of HOB Ventures Private Limited
Clause 3 (xvii) of CARO, 2020 Order:
The Company has incurred cash losses of Rs 0.64 million in the current financial year and Rs 0.66 in the immediately preceding financial year.
Clause 3 (xix) of CARO, 2020 Order:
TheCompanydoesnothavebusinessoperationsandhasincurredlossesinthecurrentyearandthepreviousyearandhasaccumulatedlossesasat31stMarch,2024.AsexplainedintheNote2.1Atothefinancialstatements,
ImagineMarketingLimited,theHoldingCompanyhasgivenaletterthatitwouldcontinuetoprovidefinancialsupporttotheCompanyintheforeseeablefuturetomeetitsobligations.Onthebasisoftheaboveandaccordingto
theinformationandexplanationsgiventousandonthebasisofthefinancialratios,ageingandexpecteddatesofrealisationoffinancialassetsandpaymentoffinancialliabilities,ourknowledgeoftheBoardofDirectorsand
managementplansandbasedonourexaminationoftheevidencesupportingtheassumptions,nothinghascometoourattention,whichcausesustobelievethatanymaterialuncertaintyexistsasonthedateoftheauditreportthat
theCompanyisnotcapableofmeetingitsliabilitiesexistingatthedateofbalancesheetasandwhentheyfallduewithinaperiodofoneyearfromthebalancesheetdate.We,however,statethatthisisnotanassuranceastothe
futureviabilityoftheCompany.Wefurtherstatethatourreportingisbasedonthefactsuptothedateoftheauditreportandweneithergiveanyguaranteenoranyassurancethatallliabilitiesfallingduewithinaperiodofone
year from the balance sheet date, will get discharged by the Company as and when they fall due.
348Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VII - Statement of Restated Adjustments to the Audited Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Matter included in the Companies (Auditor’s Report) Order of Kimirica Lifestyle Private Limited
Annexure A to the Independent Auditor’s Report on the Financial Statements of Kimirica Lifestyle Private Limited
Clause 3 (xvii) of CARO, 2020 Order:
The Company has incurred cash losses INR 55.9 million during the financial year covered by our audit and INR 144.10 million immediately preceding financial year.
For the year ended 31 March 2023
In the Independent Auditor's report on the Consolidated Financial Statement of Imagine Marketing Limited (formerly known as Imagine Marketing Private Limited)
Report on Other Legal and Regulatory Requirements
With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:
We draw attention to Note 37E to the consolidated financial information for the year ended 31 March 2023 according to which the managerial remuneration paid to executive directors and provided for independent directors of the
Holding Company amounting to Rs. 85.57 million and consequently the total managerial remuneration for the financial year amounting to Rs. 85.57 million exceed the prescribed limits under Section 197 read with Schedule V to
the Companies Act, 2013 by Rs. 85.57 million. As per the provisions of the Act, the excess remuneration is subject to approval of the shareholders which the Holding Company proposes to obtain in the forthcoming Annual general
Meeting. Further based on the reports of the statutory auditors of such subsidiary companies, associate company and joint venture company incorporated in India which were not audited by us, the remuneration paid during the
current year by its subsidiary companies, associate company and joint venture company to its directors is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by its subsidiary
companies, associate company and joint venture company is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are
required to be commented upon by us.
Report on Other Legal and Regulatory Requirements :
As required by Section 143(3) of the Act
Paragraph 2A(b): In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial information have been kept so far as it appears from our examination of those books and
based on the reports of the other auditors while the physical servers are located in India, the back-up of the books of account and other relevant books and papers in electronic mode on the physical servers in India, has not been kept
on a daily basis for two subsidiaries.
Paragraph 2A(f): the qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A b above.
Clause 3 (xxi) of CARO 2020 Order
Annexure A to the Independent Auditor’s Report on the Consolidated Financial Statement of Imagine Marketing Limited (formerly known as Imagine Marketing Private Limited)
In our opinion and according to the information and explanations given to us, following companies incorporated in India and included in the consolidated financial statement, have unfavourable remarks given by the respective
auditors in their reports under the Companies (Auditor's Report) Order, 2020 (CARO):
Name of the entities CIN Holding Company Clause number of the CARO report which is
/Subsidiary /Associate unfavourable
Imagine Marketing Limited U52300MH2013PLC249758 Holding Company 3(i)(b)
3(ii)(b)
3(vii)(a)
3(xvii)
Dive Marketing Private Limited U52520MH2021PTC361514 Subsidiary 3(ix)(d)
3(xix)
HOB Ventures Private Limited U24290MH2021PTC374154 Subsidiary 3(xvii)
3(xix)
Kimirica Lifestyle Private Limited U24246MP2022PTC059090 Associate 3(xvii)
Califonix Tech and Manufacturing Private Limited U31904UP2022PTC163119 Joint Venture 3(xvii)
The above does not include comments, if any, in respect of the following entity as the report under section 143(11) of the Act is not available
Name of the entities CIN Subsidiary /JV/
Associate
Sirena Labs Private Limited U31909KA2019PTC123147 Associate
(Upto 3 June, 2022)
Annexure A to the Independent Auditor’s Report on the Standalone Financial Statement of Imagine Marketing Limited (formerly known as Imagine Marketing Private Limited) (continued)
Clause 3 (i)(b) of CARO, 2020 Order:
According to the information and explanations given to us, the property, plant and equipment which should have been physically verified by the management, during the year were not so verified due to change in physical
verification policy by management. Hence, we are unable to comment on the discrepancies, if any. The management has represented to us that the relevant assets would be additionally covered in the physical verification
programme for the subsequent years.
Clause 3 (ii)(b) of CARO, 2020 Order:
AccordingtotheinformationandexplanationsgiventousandonthebasisofourexaminationoftherecordsoftheCompany,theCompanyhasbeensanctionedworkingcapitallimitsinexcessoffivecrorerupees,inaggregate,
frombanksorfinancialinstitutionsonthebasisofsecurityofcurrentassets.Inouropinion,thequarterlyreturnsorstatementsfiledbytheCompanywithsuchbanksorfinancialinstitutionsareinagreementwiththebooksof
account of the Company except as follows:
Name of bank Quarter Particulars Amount as per books Amount as reported Amount of difference
of account in the quarterly
return/ statement
Citi Bank, RBL, HDFC, ICICI, HSBC, SCB, Axis June 2022 Inventory 5,983.15 6,592.82 (609.68)
Citi Bank, RBL, HDFC, ICICI, HSBC, SCB, Axis June 2022 Trade r eceivables 6,413.63 6,599.69 (186.06)
Citi Bank, RBL, HDFC, ICICI, HSBC, SCB, Axis June 2022 Advance to Vendor 3,051.16 3,059.25 (8.09)
Citi Bank, RBL, HDFC, ICICI, HSBC, SCB, Axis September 2022 Inventory 7,597.76 7,641.11 (43.36)
Citi Bank, RBL, HDFC, ICICI, HSBC, SCB, Axis September 2022 Trade receivables 9,758.91 9,512.69 246.22
Citi Bank, RBL, HDFC, ICICI, HSBC, SCB, Axis September 2022 Advance to Vendor 5,064.21 5,069.71 (5.50)
Citi Bank, RBL, HDFC, ICICI, HSBC, SCB, Axis December 2022 Trade receivables 4,652.88 4,626.76 26.11
Citi Bank, RBL, HDFC, ICICI, HSBC, SCB, Axis March 2023 Inventory 4,616.48 4,835.31 (218.83)
Citi Bank, RBL, HDFC, ICICI, HSBC, SCB, Axis March 2023 Trade receivables 2,694.15 3,883.34 (1,189.19)
Citi Bank, RBL, HDFC, ICICI, HSBC, SCB, Axis March 2023 Advance to Vendor 3,865.41 4,493.17 (627.76)
Clause 3 (vii)(a) of CARO, 2020 Order:
The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues has been subsumed into GST.
AccordingtotheinformationandexplanationsgiventousandonthebasisofourexaminationoftherecordsoftheCompany,inouropinionamountsdeducted/accruedinthebooksofaccountinrespectofundisputedstatutory
duesincludingGoodsandServiceTax,ProvidentFund,EmployeesStateInsurance,Income-Tax,DutyofCustomsorCessorotherstatutorydueshavegenerallybeenregularlydepositedwiththeappropriateauthorities,though
there have been significant delays in cases of Provident Fund and Labour Welfare Fund and slight delays in a few cases of Duty of Customs.
AccordingtotheinformationandexplanationsgiventousandonthebasisofourexaminationoftherecordsoftheCompany,noundisputedamountspayableinrespectofGoodsandServiceTax,ProvidentFund,EmployeesState
Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues were in arrears as at 31 March 2023 for a period of more than six months from the date they became payable, except as mentioned below:
The below mentioned numbers are absolute and not in millions
Name of the statute Nature of the dues Amount Period to which the Due date Date of payment
amount relates
Income Tax Act, 1961 Tax collected at source 8,572 May 2022 7 June 2022 6 April 2023
Income Tax Act, 1961 Tax collected at source 7,318 June 2022 7 July 2022 6 April 2023
Income Tax Act, 1961 Tax collected at source 20,538 July 2022 7 August 2022 6 April 2023
Income Tax Act, 1961 Tax collected at source 17,183 August 2022 7 Sept 2022 6 April 2023
Income Tax Act, 1961 Tax collected at source 9,142 Sep 2022 7 Oct 2022 6 April 2023
The Employees Provident Funds And Miscellaneous Provisions Act, 1952 Provident Fund 7,771 April 2022 15 May 2022 Not paid
The Employees Provident Funds And Miscellaneous Provisions Act, 1952 Provident Fund 45,495 May 2022 15 June 2022 Not paid
The Employees Provident Funds And Miscellaneous Provisions Act, 1952 Provident Fund 33,715 June 2022 15 July 2022 Not paid
The Employees Provident Funds And Miscellaneous Provisions Act, 1952 Provident Fund 51,259 July 2022 15 August 2022 Not paid
The Employees Provident Funds And Miscellaneous Provisions Act, 1952 Provident Fund 37,070 August 2022 15 Sept 2022 Not paid
Clause 3 (xvii) of CARO, 2020 Order:
The Company has incurred cash losses of Rs 1,192.38 millions in the current financial year and has not incurred cash losses in the immediately preceding financial year.
349Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VII - Statement of Restated Adjustments to the Audited Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Matter included in the Companies (Auditor’s Report) Order of Dive Marketing Private Limited
Annexure A to the Independent Auditor’s Report on the Financial Statements of Dive Marketing Private Limited
Clause 3(ix)(d) of CARO, 2020 Order:
AccordingtotheinformationandexplanationsgiventousandonanoverallexaminationofthebalancesheetoftheCompany,wereportthattheCompanyhasnotusedfundsraisedonshorttermbasisforlong-termpurposes
except in the case of funds raised from Holding Company amounting to Rs. 27.00 million which is repayable on demand. The Company has invested the money for purchase of trademark.
Clause 3 (xix) of CARO, 2020 Order:
TheCompanyhasincurredlossesinthecurrentyearandthepreviousyearandhasaccumulatedlossesasat31stMarch,2023.AsexplainedintheNote2.1Atothefinancialstatements,ImagineMarketingLimited,theHolding
CompanyhasgivenaletterthatitwouldcontinuetoprovidefinancialsupporttotheCompanyintheforeseeablefuturetomeetitsobligations.Onthebasisoftheaboveandaccordingtotheinformationandexplanationsgivento
usandonthebasisofthefinancialratios,ageingandexpecteddatesofrealisationoffinancialassetsandpaymentoffinancialliabilities,ourknowledgeoftheBoardofDirectorsandmanagementplansandbasedonour
examinationoftheevidencesupportingtheassumptions,nothinghascometoourattention,whichcausesustobelievethatanymaterialuncertaintyexistsasonthedateoftheauditreportthattheCompanyisnotcapableof
meetingitsliabilitiesexistingatthedateofbalancesheetasandwhentheyfallduewithinaperiodofoneyearfromthebalancesheetdate.We,however,statethatthisisnotanassuranceastothefutureviabilityoftheCompany.
Wefurtherstatethatourreportingisbasedonthefactsuptothedateoftheauditreportandweneithergiveanyguaranteenoranyassurancethatallliabilitiesfallingduewithinaperiodofoneyearfromthebalancesheetdate,
will get discharged by the Company as and when they fall due.
Matter included in the Companies (Auditor’s Report) Order of HOB Ventures Private Limited
Annexure A to the Independent Auditor’s Report on the Financial Statements of HOB Ventures Private Limited
Clause 3 (xvii) of CARO, 2020 Order:
The Company has incurred cash losses of Rs 0.66 million in the current financial year and Rs 5.19 million in the immediately preceding financial year.
Clause 3 (xix) of CARO, 2020 Order:
TheCompanydoesnothavebusinessoperationsandhasincurredlossesinthecurrentyearandthepreviousyearandhasaccumulatedlossesasat31stMarch,2023.AsexplainedintheNote2.1Atothefinancialstatements,
ImagineMarketingLimited,theHoldingCompanyhasgivenaletterthatitwouldcontinuetoprovidefinancialsupporttotheCompanyintheforeseeablefuturetomeetitsobligations.Onthebasisoftheaboveandaccordingto
theinformationandexplanationsgiventousandonthebasisofthefinancialratios,ageingandexpecteddatesofrealisationoffinancialassetsandpaymentoffinancialliabilities,ourknowledgeoftheBoardofDirectorsand
managementplansandbasedonourexaminationoftheevidencesupportingtheassumptions,nothinghascometoourattention,whichcausesustobelievethatanymaterialuncertaintyexistsasonthedateoftheauditreportthat
theCompanyisnotcapableofmeetingitsliabilitiesexistingatthedateofbalancesheetasandwhentheyfallduewithinaperiodofoneyearfromthebalancesheetdate.We,however,statethatthisisnotanassuranceastothe
futureviabilityoftheCompany.Wefurtherstatethatourreportingisbasedonthefactsuptothedateoftheauditreportandweneithergiveanyguaranteenoranyassurancethatallliabilitiesfallingduewithinaperiodofone
year from the balance sheet date, will get discharged by the Company as and when they fall due.
Matter included in the Companies (Auditor’s Report) Order of Kimirica Lifestyle Private Limited
Annexure A to the Independent Auditor’s Report on the Financial Statements of Kimirica Lifestyle Private Limited
Clause 3 (xvii) of CARO, 2020 Order:
The Company has incurred cash losses INR 144.1 million during the financial year covered by our audit and INR 10.6 million immediately preceding financial year.
Matter included in the Companies (Auditor’s Report) Order of Califonix Tech and Manufacturing Private Limited
Annexure A to the Independent Auditor’s Report on the Financial Statements of Califonix Tech and Manufacturing Private Limited
Clause 3 (xvii) of CARO, 2020 Order:
The Company has incurred cash losses of Rs. 7.73 million in the current financial period from 27 April, 2022 (the incorporation date to 31 March, 2023).
In the Auditor's report on the Standalone Financial Statement of Imagine Marketing Limited (formerly known as Imagine Marketing Private Limited)
For the year ended 31 March 2025
As required by Section 143(3) of the Act
In our opinion, proper books of account as required by law have been kept by the Company sofar as it appears from our examination of those books except for the matters stated in theparagraph 2(B)(f) below on reporting under
Rule 11(g) of the Companies (Audit and Auditors)Rules, 2014.
The modification relating to the maintenance of accounts and other matters connected therewithare as stated in the paragraph 2A(b) above on reporting under Section 143(3)(b) of the Act andparagraph 2B(f) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors)Rules, 2014.
Based on our examination which included test checks, the Company has used accounting softwares for maintaining its books of accounts, which have a feature of recording audit trail (editlog) facility and the same has operated
throughout the year for all relevant transactions recordedin the respective softwares except that:
(i) the feature of recording audit trail (edit log) facility was not enabled at the database level for the accounting software related to general ledger to log any direct data changes.
(ii) the Company has used an accounting software for inventory, which is operated by a third-party software service provider. In the absence of an independent auditor’s report in relation to controls regarding audit trail feature at
service organization, we are unable to comment whether audit trail feature for the said software was enabled and operated throughout the year for recording all relevant transactions in the software or whether there were any
instances of the audit trail feature being tampered with.
Further, where audit trail (edit log) facility was enabled and operated throughout the year, we did not come across any instance of audit trail feature being tampered with. Additionally, except where audit trail (edit log) facility was
not enabled in the previous year, the audit trail has been preserved by the Company as per the statutory requirements for record retention.
In the Auditor's report on the Standalone Financial Statement of Imagine Marketing Limited (formerly known as Imagine Marketing Private Limited)
For the year ended 31 March 2024
As required by Section 143(3) of the Act
Inouropinion,properbooksofaccountasrequiredbylawrelatingtopreparationoftheaforesaidfinancialstatementshavebeenkeptsofarasitappearsfromourexaminationofthosebooksexceptforthematterstatedinthe
paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
ThequalificationrelatingtothemaintenanceofaccountsandothermattersconnectedtherewithonreportingunderSection143(3)(b)andparagraph2(B)(f)belowonreportingunderRule11(g)oftheCompanies(Auditand
Auditors) Rules, 2014.
Basedonourexaminationwhichincludedtestchecks,theCompanyhasusedaccountingsoftwaresformaintainingitsbooksofaccountrelatingtogeneralledger,inventoryandcustomerorderandbillingmanagement,whichhave
afeatureofrecordingaudittrail(editlog)facilityandthesamehasoperatedthroughouttheyearforallrelevanttransactionsrecordedintherespectivesoftwaresexceptthatthefeatureofrecordingaudittrail(editlog)facilitywas
not enabled at the database level for the accounting softwares related to general ledger and inventory to log any direct data changes.
Further, where audit trail (edit log) facility was enabled and operated throughout the year, we did not come across any instance of audit trail feature being tampered with.
For the year ended 31 March 2023
Report on Other Legal and Regulatory Requirements
With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act: We draw attention to Note 37E to the standalone financial statements for the year ended 31 March 2023 according to which the
managerial remuneration paid to executive directors and provided for independent directors of the Company amounting to Rs. 85.57 million and consequently the total managerial remuneration for the financial year amounting to
Rs. 85.57 million exceed the prescribed limits under Section 197 read with Schedule V to the Companies Act, 2013 by Rs. 85.57 million. As per the provisions of the Act, the excess remuneration is subject to approval of the
shareholders which the Company proposes to obtain in the forthcoming Annual general Meeting. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon
by us.
350Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VII - Statement of Restated Adjustments to the Audited Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
In the Auditor's report on the Financial Statement of HOB Ventures Private Limited
For the year ended 31 March 2025
As required by Section 143(3) of the Act
Inouropinion,properbooksofaccountasrequiredbylawhavebeenkeptbytheCompanysofarasitappearsfromourexaminationofthosebooksexceptforthematterstatedintheparagraph2(B)(f)belowonreportingunder
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
Themodificationinrelatingtothemaintenanceofaccountsandothermattersconnectedtherewithareasstatedintheparagraph2A(b)aboveonreportingunderSection143(3)(b)andparagraph[2B(f)]belowonreportingunder
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
Basedonourexaminationwhichincludedtestchecks,theCompanyhasusedaccountingsoftwaresformaintainingitsbooksofaccounts,whichhaveafeatureofrecordingaudittrail(editlog)facilityandthesamehasoperated
throughouttheyearforallrelevanttransactionsrecordedintherespectivesoftwaresexceptthatthefeatureofrecordingaudittrail(editlog)facilitywasnotenabledatthedatabaselevelfortheaccountingsoftwarerelatedto
general ledger to log any direct data changes.
Further, where audit trail (edit log) facility was enabled and operated throughout the year, we did not come across any instance of audit trail feature being tampered with.
Additionally, except where audit trail (edit log) facility was not enabled in the previous year, the audit trail has been preserved by the Company as per the statutory requirements for record retention.
For the year ended 31 March 2024
As required by Section 143(3) of the Act
Inouropinion,properbooksofaccountasrequiredbylawhavebeenkeptbytheCompanysofarasitappearsfromourexaminationofthosebooksexceptforthematterstatedintheparagraph2(B)(f)belowonreportingunder
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
thequalificationrelatingtothemaintenanceofaccountsandothermattersconnectedtherewithareasstatedintheparagraph2A(b)aboveonreportingunderSection143(3)(b)andparagraph[2B(f)]belowonreportingunderRule
11(g) of the Companies (Audit and Auditors) Rules, 2014.
Basedonourexaminationwhichincludedtestchecks,theCompanyhasusedanaccountingsoftwareformaintainingitsbooksofaccountwhichdoesnothavethefeatureofrecordingaudittrail(editlog)facility.Consequently,we
are unable to comment on audit trail feature of the said software.
For the year ended 31 March 2023
As required by Section 143(3) of the Act
Inouropinion,properbooksofaccountasrequiredbylawhavebeenkeptbytheCompanysofarasitappearsfromourexaminationofthosebooks,exceptthat,whilethephysicalserversarelocatedinIndia,theback-upofthe
books of account and other relevant books and papers in electronic mode on the physical servers in India, has not been kept on a daily basis.
the qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A (b) above.
In the Auditor's report on the Financial Statement of Dive Marketing Private Limited
For the year ended 31 March 2025
As required by Section 143(3) of the Act
Inouropinion,properbooksofaccountasrequiredbylawhavebeenkeptbytheCompanysofarasitappearsfromourexaminationofthosebooksexceptforthematterstatedintheparagraph2(B)(f)belowonreportingunder
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
the modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(A)(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(B)(f) below on
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
Basedonourexaminationwhichincludedtestchecks,theCompanyhasusedaccountingsoftwaresformaintainingitsbooksofaccounts,whichhaveafeatureofrecordingaudittrail(editlog)facilityandthesamehasoperated
throughouttheyearforallrelevanttransactionsrecordedintherespectivesoftwaresexceptthatthefeatureofrecordingaudittrail(editlog)facilitywasnotenabledatthedatabaselevelfortheaccountingsoftwarerelatedto
general ledger to log any direct data changes.
Further, where audit trail (edit log) facility was enabled and operated throughout the year, we did not come across any instance of audit trail feature being tampered with.
Additionally, except where audit trail (edit log) facility was not enabled in the previous year, the audit trail has been preserved by the Company as per the statutory requirements for record retention.
For the year ended 31 March 2024
As required by Section 143(3) of the Act
Inouropinion,properbooksofaccountasrequiredbylawhavebeenkeptbytheCompanysofarasitappearsfromourexaminationofthosebooksexceptforthematterstatedintheparagraph2(B)(f)belowonreportingunder
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
thequalificationrelatingtothemaintenanceofaccountsandothermattersconnectedtherewithareasstatedintheparagraph2(A)(b)aboveonreportingunderSection143(3)(b)andparagraph[2B(f)]belowonreportingunder
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
Basedonourexaminationwhichincludedtestchecks,theCompanyhasusedanaccountingsoftwareformaintainingitsbooksofaccountwhichdoesnothavethefeatureofrecordingaudittrail(editlog)facility.Consequently,we
are unable to comment on audit trail feature of the said software.
For the year ended 31 March 2023
As required by Section 143(3) of the Act
Inouropinion,properbooksofaccountasrequiredbylawhavebeenkeptbytheCompanysofarasitappearsfromourexaminationofthosebooks,exceptthat,whilethephysicalserversarelocatedinIndia,theback-upofthe
books of account and other relevant books and papers in electronic mode on the physical servers in India, has not been kept on a daily basis.
the qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A (b) above.
In the Auditor's report on the Financial Statement of Califonix Tech and Manufacturing Private Limited
For the year ended 31 March 2024
Annexure A to the Independent Auditor’s Report on the Financial Statements of Califonix Tech and Manufacturing Private Limited
The Company has not incurred cash losses during the current financial year but incurred cash loss of Rs 7.73 million in the immediately preceding financial year.
In the Auditor's report on the Financial Statement of Imagine Marketing Singapore Pte. Ltd.
For the year ended 31 March 2024
Going Concern
WedrawattentiontoNote18inthefinancialstatements,whichindicatesthattheCompanyincurredlossforthefinancialyearamountingtoUS$657,440(2023:US$703,871)duringtheyearended31March2024,current
liabilitiesexceededcurrentassetbyUS$4,735,926andthecashusedinoperatingactivitiesamountingtoUS$2,812,714fortheyearended31March2024.Theseeventsorconditionsindicatethatuncertaintyexiststhatmaycast
doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter
For the period ended 29 November 2021 to 31 March 2023
Going Concern
WedrawattentiontoNote2sub-clause2.3inthefinancialstatements,whichindicatesthattheCompanyincurredlossforthefinancialyearamountingtoUS$703,871duringtheyearended31March2023.Theseeventsor
conditions indicate that uncertainty exists that may cast doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
For the year ended 31 March 2023
Going Concern
WedrawattentiontoNote2sub-clause2.3inthefinancialstatements,whichindicatesthattheCompanyincurredlossforthefinancialyearamountingtoUS$623,368(2022:US$80,503)duringtheyearended31March2023.
These events or conditions indicate that uncertainty exists that may cast doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
351Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Annexure VII - Statement of Restated Adjustments to the Audited Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
In the Auditor's report on the Financial Statement of Kaha Pte. Ltd.
For the year ended 31 March 2025
Going Concern
WedrawattentiontoNote28inthefinancialstatements,whichindicatesthattheCompanyincurredanetlossofUS$1,030,783(2024:US$1,572,846)andasofreportingdatetheCompany'scurrentliabilitiesexceededthe
currentassetsbyUS$1,678,515(2023:US$943,869)asof31March2025.AsstatedinNote28,theseeventsorconditions,indicatethatanuncertaintyexiststhatmaycastdoubtontheCompany'sabilitytocontinueasagoing
concern. Our opinion is not modified in respect of this matter.
For the year ended 31 March 2024
Going Concern
WedrawattentiontoNote28inthefinancialstatements,whichindicatesthattheCompanyincurredanetlossofUS$1,572,846(2023:US$2,742,577)andasofreportingdatetheCompany'scurrentliabilitiesexceededthe
currentassetsbyUS$943,869(2023:US$652,053)asof31March2024.AsstatedinNote28,theseeventsorconditions,indicatethatanuncertaintyexiststhatmaycastdoubtontheCompany'sabilitytocontinueasagoing
concern. Our opinion is not modified in respect of this matter.
For the year ended 31 March 2023 (Prepared for fifteen months)
Going Concern
WedrawattentiontoNote29inthefinancialstatements,whichindicatesthattheCompanyincurredanetlossofUS$2,997,879(2021:US$2,481,182)and,asofthatdate,theCompany'snegativeoperatingcashflowswas
US$972,375(2021:US$250,310).AsstatedinNote29,theseeventsorconditions,indicatethatanuncertaintyexiststhatmaycastdoubtontheCompany'sabilitytocontinueasagoingconcern.Ouropinionisnotmodifiedin
respect of this matter.
For the year ended 31 March 2023 (Prepared for twelve months)
Going Concern
WedrawattentiontoNote29inthefinancialstatements,whichindicatesthattheCompanyandtheGroupincurredanetlossofUS$2,742,577andUS$1,246,243(2022:US$615,422andUS$602,850)and,asofthatdate,the
Group'snegativeoperatingcashflowswasUS$1,461,296(2022:US$195,033).AsstatedinNote29,theseeventsorconditions,indicatethatanuncertaintyexiststhatmaycastdoubtontheCompany'sabilitytocontinueasa
going concern. Our opinion is not modified in respect of this matter.
In the Auditor's report on the Standalone Financial Statement of Kimirica Lifestyle Private Limited
For the year ended 31 March 2024
Report on Other Legal and Regulatory Requirements, 2 (h) (vi)
Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a the feature of recording audit trail (edit log) facility except in the period beginning
from 1 April 2023 to 11 May 2023 wherein the feature of recording audit trail (edit log) facility was not enabled. Further, the audit trail facility has been operating throughtout the year for all relevant transactions recorded in the
software except for the instances reported above. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.
3 Emphasis of matters which do not require any adjustment in the Restated Consolidated Financial Information
In the Independent Auditor's report on the Consolidated Financial Statement of Imagine Marketing Limited (formerly known as Imagine Marketing Private Limited)
For the three month period ended 30 June 2025
We draw attention to Note 51 to the Consolidated Interim Financial Statements which more fully explains the effect of the prior period errors pertaining to measurement of certain assets in the Consolidated Financial Statements
for the year ended 31 March 2025 and 31 March 2024. As explained in the said note, management has restated the carrying values of those assets and equity as at 31 March 2025 and 31 March 2024 in accordance with the
requirements of applicable Ind ASs.
Our opinion is not modified in respect of this matter.
In the Independent Auditor's report on the Consolidated Financial Statement of Imagine Marketing Limited (formerly known as Imagine Marketing Private Limited)
For the three month period ended 30 June 2024
We draw attention to Note 49 to the Special Purpose Consolidated Interim Financial Statements which more fully explains the effect of the prior period errors pertaining to measurement of certain assets in the Consolidated
Financial Statements for the year ended 31 March 2024. As explained in the said note, management has restated the carrying values of those assets and equity as at 31 March 2024 in accordance with the requirements of applicable
Ind ASs.
Our opinion is not modified in respect of this matter.
In the Independent Auditor's report on the Consolidated Financial Statement of Imagine Marketing Limited (formerly known as Imagine Marketing Private Limited)
For the three month period ended 31 March 2025
We draw attention to Note 51 to the Consolidated Financial Statements which more fully explains the effect of the prior period errors pertaining to the classification and disclosure of certain items in the Consolidated Financial
Statements for the year ended 31 March 2024. As explained in the said note, management has presented the comparative information as at and for the year ended 31 March 2024 which has been restated in accordance with the
requirements of applicable IND ASs.
Our opinion is not modified in respect of this matter.
In the Auditor's report on the Standalone Financial Statement of Imagine Marketing Limited (formerly known as Imagine Marketing Private Limited)
For the year ended 31 March 2025
We draw attention to Note 49 to the Standalone Financial Statements which more fully explains the effect of the prior period errors pertaining to the classification and disclosure of certain items in the Standalone Financial
Statements for the year ended 31 March 2024. As explained in the said note, management has presented comparative information as at and for the year ended 31 March 2024 which has been restated in accordance with the
requirements of applicable Ind ASs.
Our opinion is not modified in respect of this matter
There are no emphasis of matters in auditor's report for the financial years ended 31 March 2024 and 31 March 2023.
52Part D: Material regroupings
Exceptthere-groupingsdisclosedinNote52,therearenootherre-groupingsmadeintheRestatedConsolidatedStatementofAssetsandLiabilities,RestatedConsolidatedStatementofProfitandLoss,RestatedConsolidated
StatementofChangesinEquityandRestatedConsolidatedStatementofCashFlows,whereverrequired,byreclassificationofthecorrespondingitemsofincome,expenses,assets,liabilitiesandcashflows,inordertobringthem
inlinewiththeaccountingpoliciesandclassificationaspertheRestatedConsolidatedFinancialInformationoftheGroupforthreemonthperiodended30June,2025respectivelypreparedinaccordancewithScheduleIIIof
CompaniesAct,2013,requirementsofIndAS1andotherapplicableIndASprinciplesandtherequirementsoftheSecuritiesandExchangeBoardofIndia(IssueofCapital&DisclosureRequirements)Regulations,2018,as
amended.
As per our report of even date attached
For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Imagine Marketing Limited (Formerly known as Imagine Marketing Private Limited)
Firm Registration No. 101248W/W-100022 CIN: U52300MH2013PLC249758
Amar Sunder Gaurav Nayyar Aman Gupta Sameer Mehta
Partner CEO Non Executive Director Director
Membership No: 078305 DIN: DIN: 02249682 DIN: 02945481
Place : Mumbai Place : Mumbai Place : Mumbai Place : Mumbai
Date : 17 October 2025 Date : 17 October 2025 Date : 17 October 2025 Date : 17 October 2025
Rakesh Thakur Shreekant Sawant
Group Chief Financial Officer Company Secretary (A-30705)
Place : Mumbai Place : Mumbai
Date : 17 October 2025 Date : 17 October 2025
352OTHER FINANCIAL INFORMATION
In accordance with the SEBI ICDR Regulations, the audited standalone financial statements of (i) our Company; (ii) Imagine
Marketing Singapore Pte. Ltd.; and (iii) KaHa Pte. Ltd. (collectively, the “Audited Financial Statements”) are available on
the website of our Company at www.boat-lifestyle.com/pages/investor-relations.
Our Company has provided a link to our website solely to comply with the requirements specified in the SEBI ICDR
Regulations. The Audited Financial Statements will not constitute, (i) a part of this Updated Draft Red Herring Prospectus – I;
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 when subscribing for or purchasing
any securities of our Company and should not be relied upon or used as a basis for any investment decision.
The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations, as derived from the
Restated Consolidated Financial Information, are given below:
Particulars As at and for the
Three-month Three-month Financial Year Financial Year Financial Year
period ended period ended ended March ended March 31, ended March 31,
June 30, 2025 June 30, 2024 31, 2025 2024 2023
Basic earnings / (loss) per Equity Share 1.42 (2.07) 4.07 (5.31) (9.22)
(face value of ₹ 1 each) (in ₹)
Diluted earnings/(loss) per Equity Share 1.42 (2.07) 4.05 (5.31) (9.22)
(face value of ₹ 1 each) (in ₹) (Restricted
to Basic earnings / (loss) per Equity Share
in years where the Group has incurred
Loss)
Profit/(Loss) for the period/ year (in ₹ 213.53 (310.76) 610.80 (796.84) (1,294.54)
million)
Return on Net Worth(1) (%) 4.72% (9.01%) 14.14% (21.18%) (28.48%)
Net Asset Value (NAV) (Basic) per Equity 30.17 22.99 28.78 25.06 30.30
Share (in ₹)(2)
Net Asset Value (NAV) (Diluted) per 30.05 22.91 28.67 24.97 30.18
Equity Share (in ₹) (3)
EBITDA(4) (in ₹ million) 415.84 (208.57) 1425.19 77.02 (597.59)
1) Return on Net Worth is calculated as Profit/(Loss) for the period/year divided by Net Worth.
2) Net Asset Value (NAV) (Basic) per Equity Share is calculated as Net Worth as at the end of the period/year divided by the number of Equity Shares and
instruments entirely equity in nature outstanding at the end of the period/year.
3) Net Asset Value (NAV) (Diluted) per Equity Share is calculated as Net Worth as at the end of the period/year divided by the number of Equity Shares,
instruments entirely equity in nature, instruments classified as financial liabilities and employee stock options outstanding at the end of the period/year.
4) EBITDA is calculated as profit / (loss) for the period / year plus total tax expense, depreciation and amortisation expense and finance costs.
For reconciliation, please see “– Reconciliation of Non-GAAP Financial Measures - Reconciliation of Net Worth, Return on Net Worth”, “– Reconciliation
of Non-GAAP Financial Measures - Net Asset Value (NAV) (Basic) per Equity Share and Net Asset Value (NAV) (Basic) per Equity Share” and “–
Reconciliation of Non-GAAP Financial Measures – Reconciliation of EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin” on page
354.
Non-GAAP Financial Measures
This section includes certain non-GAAP financial measures and other statistical information relating to our operations and
financial performance (together, “Non-GAAP Measures” and each a “Non-GAAP Measure”), as presented below. These
Non-GAAP financial measures are not required by or presented in accordance with Ind AS.
Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS and should
not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/ period or any other measure
of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by
operating, investing or financing activities derived in accordance with Ind AS. In addition, these Non-GAAP Measures are not
standardized terms, hence a direct comparison of these Non-GAAP Measures between companies may not be possible. Other
companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure.
Although such Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting
standards, our Company’s management believes that they are useful to an investor in evaluating us as they are widely used
measures to evaluate a company’s operating performance.
Reconciliation of Non-GAAP Financial Measures
353The reconciliation of certain Non-GAAP Financial Measures included in this Updated Draft Red Herring Prospectus – I are
included below:
Reconciliation of EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin
(₹in million, except as otherwise stated)
Financial year Financial year Financial year
Three-months Three-months
ended ended ended
Particulars period ended period ended
March 31, March 31, March 31,
June 30, 2025* June 30, 2024*
2025 2024 2023
Profit/(Loss) for the period/ year 213.53 (310.76) 610.80 (796.84) (1,294.54)
(A)
Add: Total tax expense (B) 80.22 (106.39) 136.22 (165.69) (342.58)
Add: Depreciation and 104.54 110.42 399.32 355.86 255.95
amortisation expense (C)
Add: Finance costs (D) 17.55 98.16 278.85 683.69 783.58
EBITDA (E = A + B + C + D) 415.84 (208.57) 1,425.19 77.02 (597.59)
Revenue from operations (F) 6,281.02 5,672.21 30,732.77 31,176.74 33,767.90
EBITDA Margin (G = E/F) 6.62% (3.68%) 4.64% 0.25% (1.77%)
EBITDA (E) 415.84 (208.57) 1,425.19 77.02 (597.59)
Add: Share based payments (H) 27.09 18.47 86.04 111.56 36.22
Adjusted EBITDA (I = E + H) 442.93 (190.10) 1,511.23 188.58 (561.37)
Adjusted EBITDA Margin (J= 7.05% (3.35)% 4.92% 0.60% (1.66%)
I/F)
* Not annualized
Reconciliation of Net Worth and Return on Net Worth
(₹in million, except as otherwise stated)
Financial year Financial year Financial year
Three-months Three-months
ended ended ended
Particulars period ended period ended
March 31, March 31, March 31,
June 30, 2025 June 30, 2024
2025 2024 2023
Equity Share capital (A) 96.15 96.15 96.15 96.15 96.10
Instruments entirely equity in 108.71 108.71 108.71 108.71 108.71
nature (B)
Other equity (C) 5,112.98 3,890.83 4,877.65 4,167.88 4,747.74
Less: Foreign currency 369.36 318.81 368.84 303.64 208.49
translation reserve (D)
Share based payment reserve 420.68 326.02 393.59 307.55 198.22
(E)
Net Worth (F= A+B+C-D-E) 4,527,80 3,450.86 4,320.08 3,761.55 4,545.84
Profit/(Loss) for the period/ year 213.53 (310.76) 610.80 (796.84) (1,294.54)
(F)
Return on Net Worth (G= F/D) 4.72% (9.01%) 14.14% (21.18%) (28.48%)
* Not annualized
Reconciliation of Net Asset Value (NAV) (Basic) per Equity Share and Net Asset Value (NAV) (Diluted) per Equity Share
(₹in million, except as otherwise stated)
Three- Three-
months months Financial Financial Financial
period period year ended year ended year ended
Particulars
ended ended March 31, March 31, March 31,
June 30, June 30, 2025 2024 2023
2025 2024
Net Worth (A) 4,527.80 3,450.86 4,320.08 3,761.55 4,545.84
Total number of equity shares and instruments entirely 150,098,551 150,098,551 150,098,551 150,098,551 150,048,551
equity in nature (B)
Net Asset Value (NAV) (Basic) per Equity Share (in 30.17 22.99 28.78 25.06 30.30
₹)(A/B)
354Total number of Equity Shares, instruments entirely equity 150,659,194 150,659,194 150,659,194 150,659,194 150,607,211
in nature, instruments classified as financial liabilities and
employee stock options outstanding (C)
Net Asset Value (NAV) (Diluted) per Equity Share (in ₹) 30.05 22.91 28.67 24.97 30.18
(A/C)
.
355MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You should read the following discussion of our financial condition and results of operations in conjunction with our Restated
Consolidated Financial Information included in this Updated Draft Red Herring Prospectus-I as of and for the three month
periods ended June 30, 2025 and 2024, and the Financial Years 2025, 2024 and 2023, including the related notes, schedules
and annexures on page 269. Our Restated Consolidated Financial Information has been prepared in accordance with Ind AS,
Section 26 of the Companies Act, 2013, the SEBI ICDR Regulations and the Guidance Note. Ind AS differs in certain material
respects from IFRS and U.S. GAAP. See “Risk Factors – Significant differences exist between the Ind AS used to prepare our
financial information and other accounting principles, such as the U.S. GAAP and the IFRS, which may affect investors’
assessments of our financial condition” on page 64.
This discussion contains certain forward-looking statements that involve risks and uncertainties and reflect our current view
with respect to future events and financial performance, many of which are beyond our control, which may cause the actual
results to be different from those expressed or implied by the forward-looking statements. See “Forward-Looking Statements”
and “Risk Factors” on pages 26 and 28, respectively.
We have included certain non-GAAP financial measures and other performance indicators relating to our financial
performance and business in this Updated Draft Red Herring Prospectus-I, each of which are supplemental measures of our
performance and liquidity and are not required by, or presented in accordance with Ind AS, Indian GAAP, IFRS or U.S. GAAP.
Further, such measures and indicators are not defined under Ind AS, IFRS or U.S. GAAP, and therefore, should not be viewed
as substitutes for performance, liquidity, or profitability measures under Ind AS, IFRS or U.S. GAAP. The manner in which
such operational and financial performance indicators are calculated and presented, and the assumptions and estimates used
in such calculations, may vary from that used by other companies in India and other jurisdictions. Investors are accordingly
cautioned against placing undue reliance on such information in making an investment decision and should consult their own
advisors and evaluate such information in the context of the Restated Consolidated Financial Information and other information
relating to our business and operations included in this Updated Draft Red Herring Prospectus-I.
Unless otherwise indicated, industry and market related data used in this section have been derived from the report titled
“Industry Report on Consumer Devices” dated October 17, 2025, (the “Redseer Report”), prepared and released by Redseer
Strategy Consultants Private Limited (“Redseer”), which has been paid and commissioned for by our Company pursuant to an
engagement letter dated December 19, 2024 for the purpose of confirming our understanding of the industry we operate in,
exclusively in connection with the Offer. The Redseer Report is available on the website of our Company at www.boat-
lifestyle.com until the Bid/Offer Closing Date and has also been included in “Material Contracts and Documents for Inspection
– Material Documents” on page 470. The data included herein includes excerpts from the Redseer Report and may have been
re-ordered by us for the purposes of presentation. There are no material parts, data, or information (which may be relevant for
the Offer) that have been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and
other related information derived from the Redseer Report and included herein with respect to any particular year refers to
such information for the relevant financial year. See “Certain Conventions, Use of Financial Information and Market Data
and Currency of Presentation – Industry and Market Data” and “Risk Factors — Certain sections of this Updated Draft Red
Herring Prospectus-I contain information from the Redseer Report, which has been exclusively commissioned and paid for by
us, and any reliance on such information for making an investment decision in the Offer is subject to inherent risks” on pages
23 and 58, respectively.
Unless the context otherwise requires, in this section, references to “we”, “us” or “our”, refers to ‘Imagine Marketing Limited’
and its Subsidiaries. Our Company’s Financial Year commences on April 1 and ends on March 31 of the immediately
subsequent year, and references to a particular Financial Year are to the 12 months ended March 31 of that particular year.
Unless otherwise indicated or the context otherwise requires, the financial information as of and for the three month periods
ended June 30, 2025 and June 30, 2024, and the Financial Years 2025, 2024 and 2023 included herein is derived from the
Restated Consolidated Financial Information included in this Updated Draft Red Herring Prospectus-I on page 269.
Overview
Our brand “boAt” was ranked the largest brand6 in the branded personal audio category in India, with a market share of 26%
in value terms and 34% in volume terms for the Financial Year 2025 (Source: Redseer Report). Our company operates primarily
under the “boAt” brand, which we launched in 2015, and we are focused on offering audio, wearables and charging solutions
products that cater to India’s rapidly growing cohort of young, digitally native and technology and trend-conscious customers.
Over time, our brand “boAt” has become synonymous with the categories in which it is present, particularly in audio. Our brand
“boAt” has been consistently ranked #1 in India among branded personal audio companies in volume terms
6
In this section, the brand ‘boAt’ is the brand by which Imagine Marketing Limited presents itself.
356for each year between Financial Year 2020 and Financial Year 2025 (Source: Redseer Report). Further, our brand “boAt” was the
third largest digital-first brand in India7 in terms of revenue from operations for the Financial Year 2025 (Source: Redseer Report).
Furthermore, globally, our brand “boAt” was ranked as the fourth largest brand in terms of volume across branded personal audio for
the Financial Year 2025 (Source: Redseer Report). During Financial Year 2025, we sold over 34 million units of our products in India.
We believe that our digital-first business model provides us with a distinct competitive edge over traditional consumer brands by
enabling: (i) enhanced reach to new-age consumers, (ii) greater accessibility through online channels, (iii) a wider assortment of
product offerings across sub-categories, and (iv) the ability to rapidly create innovative product lines tailored to evolving consumer
needs. These inherent advantages, combined with our scale and operational agility, enable us to respond quickly to customer
preferences, delivering customized products with faster time-to-market and a strong value proposition, as demonstrated by our
leadership positions within the categories in which we operate.
Our Products and Market Positions
Our Company primarily operates under the brand “boAt”, which we launched in 2015, in the consumer electronics industry. We offer
a large portfolio of mass premium lifestyle-oriented and technology-focused products at accessible price points to cater to India’s
growing cohort of young, digitally native and technology and trend-conscious customers. While we initially began our journey in the
audio category (comprising personal audio and large audio), we have expanded our product mix over the years to enter into adjacent
categories including wearables (comprising smartwatches and smart rings) and charging solutions (comprising cables, chargers and
power banks). We offer and sell our products through online marketplaces, our D2C website, and offline retailers and distributors.
• Audio: We entered the audio market in India with the launch of our brand “boAt”, having identified this category as one with
significant growth potential. Our strategy focused on disrupting the incumbent industry landscape by introducing distinctive,
aspirational products with a clear value proposition, while maintaining accessible price points to address a large portion of
the overall market. By differentiating our product offerings with well-designed, lifestyle-oriented, technology-enabled
products indigenized to the Indian market, we launched a wide range of products for specific-use cases and sub-segmented
users. In the audio category, we now offer products across (i) “personal audio” which includes (a) “wireless personal audio”
covering true wireless stereo products, wireless earphones (neckbands), wireless headphones, and (b) “wired headphones
and earphones” and (ii) “large audio” which includes Bluetooth speakers, home theatre systems, sound bars and party
speakers. Our leadership in the audio category extends across both personal audio and large audio:
4. Personal Audio: For the Financial Year 2025, we were ranked #1 in India among branded personal audio companies
with a market share of 26% in value terms and 34% in volume terms (Source: Redseer Report). Further, our brand
“boAt” has been consistently ranked #1 in India among branded personal audio brands in volume terms for each year
between Financial Year 2020 and Financial Year 2025, and ranked #1 in value terms for each year between Financial
Year 2021 and Financial Year 2025 (Source: Redseer Report). Within branded personal audio, the TWS sub-category
accounts for 70% of the market in value terms in the Financial Year 2025 (Source: Redseer Report), and within this
sub-category, the “boAt” brand has been consistently ranked #1 in India in volume terms between Financial Year
2021 and Financial Year 2025 and value terms between Financial Year 2023 and Financial Year 2025 (Source:
Redseer Report).
5. Large Audio: Our brand “boAt” has also established a strong presence in the large audio category, including home
theatre systems, soundbars, and party speakers. For the Financial Year 2025, “boAt” was among the top three brands
in value terms in large audio in India (Source: Redseer Report).
• Wearables: We identified wearables as a category with a large market potential and growth dynamics similar to the audio
category. To pursue this opportunity, in October 2020, we launched smartwatches under the “boAt” brand, further
establishing our brand positioning in the broader consumer technology segment. Further, in July 2024, we launched our
‘Smart Ring’ product range, including the ‘Smart Ring Active’, which features a premium, lightweight stainless-steel design.
For the Financial Year 2025, the smartwatch sub-category accounted for ~93% of the wearables market in value terms and
during this period, we ranked as the #2 brand in India among the branded smartwatch category by volume with a 13% market
share and #5 by value with a 9% market share (Source: Redseer Report).
• Others: Leveraging the strong equity of our brand “boAt” and our well-established retail channels, we have expanded our
business into charging solutions covering cables, chargers and power banks, and which complement our existing audio and
wearables product portfolio. For the Financial Year 2025, “boAt” was among the top three brands in the charging solutions
category in value terms (Source: Redseer Report).
Our product portfolio continues to be anchored by our strong presence in audio, with a consciously balanced approach to wearables
and other offerings, reflecting evolving market trends and consumer preferences. While we began our operations as a solely audio-
focused business, during the three month period ended June 30, 2025, 79.10% of our revenue from operations
7
Digital-first brands are defined as those brands which generate over 60% of gross sales from online channels.
357(sale of products) was derived from the audio category, 12.68% from the wearables category, and 8.22% from others (charging
solutions).
Our Brand
A key driver of our market leadership has been the strength of our brand “boAt”, which enjoys high recall and engagement with
consumers primarily across the audio and wearables categories, providing us with a significant competitive advantage in the
marketplace. As an Indian brand, we have adopted a lifestyle-oriented, technology-driven approach to brand positioning,
focusing on the needs of young, digitally enabled and technology and trend-conscious consumers in India. Our brand identity
reflects a commitment to being a technology democratizer, staying aligned with evolving social dynamics in the markets in
which we operate, and proudly representing our Indian heritage. Consequently, our products are well researched and thought-
through, have trendy designs, and lifestyle-relevant technological elements (for instance, most of our wireless personal audio
products are IPX-certified and sweat-resistant to suit the Indian climate), and are technology-driven with distinctive features
such as spatial audio, active noise cancellation in wireless personal audio, and turn-by-turn navigation and custom watch face
studio in smartwatches. Increasingly, our products are designed, engineered, and manufactured in India, thereby enabling us to
offer premium features at accessible price points and further proudly re-enforcing our Indian heritage. Our brand positioning
has resonated with our target consumers and has helped us build a relationship based on trust and affinity, which is evidenced
by our community of over 20 million “boAtheads” (i.e., customers engaged with our digital ecosystem across our website and
applications), as of June 30, 2025.
Set out below are certain recognitions received for our brand “boAt”:
• “boAt” was awarded the #1 brand in India in the personal audio, speakers, gaming hardware and peripherals categories
and #2 brand in wearables category, within the consumer electronics industry, according to Time and Statista World’s
Best Brands Report 2024 (Source: Redseer Report);
• “boAt” was recognized as “India’s Most Trusted Large Audio, Personal Audio and Wearables Brand in 2024” by
TRA’s Brand Trust Report 20248; and
• “boAt” was consistently India’s most searched personal audio brand on Google Trends between April 2022 and June
2025 (Source: Redseer Report).
These recognitions demonstrate that we have been able to replicate the success of “boAt” brand across our product portfolio in
line with our vision to develop a portfolio of products across multiple lifestyle-oriented, technology-focussed categories.
Our Channels
As a digital-first consumer products company, we initially scaled through established e-commerce marketplaces, leveraging
their extensive reach to penetrate across India and to build brand affinity with consumers. Over time, we have diversified our
online presence through our direct-to-consumer website, as well as the rapidly growing quick commerce platforms, enabling
deeper consumer engagement and convenience as well as achieving diversification within our online business. Furthermore,
we have also been committed to making our products accessible to an even wider audience by enhancing our presence across a
wide variety of channels, and to that end, we have significantly grown our offline footprint over the past several years, reaching
more than 12,000 offline retailers across 25 states and five union territories, with a distribution network comprising 112
distributors and a presence at all leading omnichannel retailers including Croma and Vijay Sales as of June 30, 2025. This
strategic focus has made us the #1 personal audio brand in the offline channel in India in terms of value for the Financial Year
2025 (Source: Redseer Report). Consequently, our revenue from operations (sale of products) by channel has evolved over the
last few years as contribution of offline sales has steadily increased from 27.69% during the Financial Year 2023 to 28.35%
during the three month period ended June 30, 2025.
In addition to expanding our distribution within India, we have initiated expansion of our products across multiple channels in
select overseas markets such as the Middle East, as well as Nepal and other South Asian countries, that have a large Indian
diaspora or population with similar tastes and preferences as India (Source: Redseer Report).
Our Operations
Building strong capabilities across product development and research and development, alongside sourcing and manufacturing
have been key areas of focus for us given these are key functions that are critical to our long-term success.
Product Development, R&D and Innovation
3 Large audio includes wireless speakers and home cinema & speaker systems; Personal Audio includes TWS, headphones, neckbands and wired earphones;
Wearables include smartwatches, activity bands and smart rings.
358Innovation is an integral part of our cultural DNA, and we pride ourselves on our track record of consistently introducing new
products with differentiated features and use cases. Our ability to do so has been enabled by several strategic pillars within our
product development and R&D function. We have established a robust foundation of innovation through boAt Labs and entered
into collaborations with global technology leaders. boAt Labs serves as a center of excellence for our product design and
development, housing a team of 101 engineers specializing in hardware, firmware, and software innovation as of June 30, 2025.
In the audio category, through boAt Labs, we have developed a proprietary technology stack encompassing internet-of-things
solution design, cloud development, and embedded software, enabling us to custom-design and modularize components such
as printed circuit boards. This scalable platform architecture allows us to bring multiple products to market faster and at lower
costs. Further, through collaborations with technology leaders such as Dolby, BES, Wuqi, we have integrated advanced features,
including Dolby-enabled audio, spatial audio, and personalized audio technology, into our offerings, further enhancing the
quality and accessibility of our products. We have leveraged in-house R&D capabilities and collaborations to foray into the
aspirational price segments through our sub-brand “Nirvana”, which offers premium, differentiated audio products.
In the wearables category, our proprietary in-house operating system, Crest OS powers our smartwatches. This technology
stack enables us to provide features such as NFC-based tokenized payments, advanced fitness tracking, and enhanced battery
performance, including industry-first features such as turn-by-turn navigation and custom watch studio with a faster time-to-
market compared to industry standards.
Supply Chain and Manufacturing
With a focus on delivering a diverse range of high-quality products at scale and accessible price points, we have invested
significantly in strengthening the resilience of our supply chain with the goal of enhancing operational agility and improving
the cost competitiveness of our products. Our manufacturing model involves the sourcing of required components from our
trusted suppliers, the customization of these components based on our product design requirements, and working closely with
our Joint Venture and contract manufacturing partners, both in India and internationally, to manufacture the finished products.
This model enables us to maintain stringent quality and process controls, ensuring product standardization while effectively
managing costs. It also allows for shorter time-to-market for new products and for meeting the rapidly evolving preferences of
our consumers.
We are committed to developing and supporting the manufacturing ecosystem in India and are focused on enhancing our
manufacturing operations within the country as it provides us with the significant advantages of vertical integration, cost
efficiency, reduced reliance on imports, and alignment with the Government of India’s “Make-in-India” initiative. Accordingly,
we have taken significant steps to increase the share of our manufacturing in India, notably in part by Califonix Tech and
Manufacturing Private Limited, a joint venture we established with Dixon Technologies in Financial Year 2022 for
manufacturing and developing Bluetooth-enabled audio products, or through our network of contract manufacturers. We made
an initial investment of ₹50.50 million in the Financial Year 2023 and additional investment of ₹165.00 million in the Financial
Year 2024, for 50% of equity shares in our joint venture, Califonix Tech and Manufacturing Private Limited. As of June 30,
2025, we have manufactured over 75 million units in India, with 75.83% of our total units being manufactured in India during
the three month period ended June 30, 2025, as compared to less than 39.65% during Financial Year 2023.
Our joint venture, Califonix Tech and Manufacturing Private Limited, has also strengthened our control over manufacturing
processes and product quality. All products manufactured by our joint venture are produced exclusively for us, ensuring
alignment with our specifications and standards. At the same time, outsourcing a portion of our manufacturing allows us to
leverage the expertise of multiple manufacturers and maintain the flexibility needed to address varying production requirements.
Additionally, we conduct value engineering to optimize both cost and performance across our product portfolio. We have
implemented quality control and assurance measures, continuously refining these processes in collaboration with our suppliers
and manufacturers. Furthermore, we have initiated localization efforts by transitioning key component production, including
PCBs, batteries, and plastic components, to domestic suppliers, reflecting our commitment to enhancing supply chain resilience
and cost efficiency.
Our Management and Board
Our success has been driven by our visionary founders, Sameer Ashok Mehta (our Executive Director and co-founder) and
Aman Gupta (our Non-Executive Director (Additional) and co-founder), along with Gaurav Nayyar (our Chief Executive
Officer) and a professional management team, with experience across diverse industries, expertise across various disciplines,
and a proven track record. Our founders, Sameer Ashok Mehta and Aman Gupta, have worked together since our inception in
2013, have extensive domain knowledge and demonstrated an ability to establish, build, and scale our business, having put in
place a culture of innovation driven by a commitment for developing quality products. Our management team comprises cross-
functional professionals that have significant experience in, and the understanding of the consumer and technology sectors. In
addition, we have an experienced board of directors with expertise across industries such as consumer, electronics, finance, and
technology. We are supported by marquee investors, including South Lake Investment Ltd, an affiliate of the Warburg Pincus
Group, Qualcomm Ventures LLC and Fireside Ventures Investment Fund-I (Scheme of Fireside Investment Trust).
359Significant Factors Affecting Our Results of Operations
Our results of operations and financial condition are affected by a number of important factors including:
Our Ability to Attract New Consumers and Retain Existing Consumers through Effective Branding, Targeted Advertising
and Engagement
Our revenue growth is significantly dependent on our ability to continually attract new consumers, retain existing consumers
and cultivate loyalty through repeat purchases. In prior periods, the growth in the popularity and recognition of our “boAt”
brand, the growth in our portfolio of products and stronger consumer engagement have led to an increase in our sales volumes
and revenue from operations. As a result, our profit for the year for the Financial Year 2025 was ₹610.80 million, as compared
to a loss of ₹(1,294.54) million for the Financial Year 2023. Our profit/(loss) for the three month periods ended June 30, 2024
and 2025 was ₹(310.76) million and ₹213.53 million, respectively. We aim to continue to grow our operations. However, we
cannot assure you that we will be successful in our expansion endeavours or be able to sustain our growth, which may vary
from quarter to quarter. Moreover, as we expand our operations, we may not be able to sustain our profit margins, which may
affect our profitability.
We aim to grow our consumer base and attract new consumers through effective branding, targeted advertising and consumer
engagement. Further, our strong marketing and branding capabilities have enabled us to successfully market our products, as a
result of which a number of our products have achieved high sales volumes. For example, “boAt” was awarded the #1 brand in
India in the personal audio, speakers, gaming hardware and peripherals categories and #2 brand in wearables category, within
the consumer electronics industry, according to Time and Statista World’s Best Brands Report 2024 (Source: Redseer Report).
“boAt” was recognized as “India’s Most Trusted Large Audio, Personal Audio and Wearables Brand in 2024” by TRA’s Brand
Trust Report 20249, and was consistently India’s most-searched personal audio brand on Google Trends between April 2022
and June 2025 (Source: Redseer Report).
We have developed a robust brand and marketing playbook, leveraging our nuanced marketing capabilities that drive high
engagement with young consumers and strengthen the performance of our brand. In order to market our products, we utilize a
mix of product and brand marketing, including brand campaigns on social media. For example, we enhance brand equity
through brand collaborations with media and entertainment houses, sports teams, mega events and fashion labels including
Royal Challengers Bangalore, Kolkata Knightriders, Dhruv Kapoor label and Huemn. These brand associations include
exclusive marketing activities including limited edition product launches. We collaborate with celebrities and influencers who
are amongst the most relevant and popular among our target consumers.
We intend to expand our operations into select overseas markets that have similar consumer aspirations, demographics, tastes
and/or preferences as in India, such as countries in the Middle East, South-East Asia, and the South Asia (Sri Lanka, Nepal and
Bangladesh), which in the Financial Year 2025, collectively represent an addressable market of approximately $9.5 billion for
audio and wearables (Source: RedSeer Report). We believe that, among other elements, the strong brand equity we have created,
our differentiated products targeted particularly at young digitally enabled consumers as well as our understanding of
consumers’ tastes and preferences can enable us to engage such consumers effectively in such target international markets.
Our Ability to Continue Launching Differentiated Products to Meet the Evolving Needs of Consumers
Our brand “boAt” is the third largest digital-first brand in India10 in terms of revenue from operations for the Financial Year
2025 (Source: Redseer Report). We believe that our digital-first approach has conferred upon us a set of inherent competitive
advantages over traditional offline-first business models and serves as a strong enabler towards achieving our vision of
disrupting the incumbent industry landscape within product categories we identify, rapidly building reach and scale, and
establishing and maintaining a strong brand perception in the minds of consumers that help us garner leading market positions.
As a digital-first consumer products company, we initially scaled through established e-commerce marketplaces, leveraging
their extensive reach to penetrate across India and to build brand affinity with consumers. Over time, we have diversified our
online presence through our direct-to-consumer website, as well as the rapidly growing quick commerce platforms, enabling
deeper consumer engagement and convenience as well as achieving diversification within our online business. Moreover, our
approach allows us to offer a wide assortment of products as well as build depth across several sub-categories, thereby
addressing various nuanced consumer needs. We launched over 25, 100, 150 and 100 new products during the three month
period ended June 30, 2025, and Financial Years 2025, 2024 and 2023, respectively.
Innovation is an integral part of our cultural DNA, and we pride ourselves on our track record of consistently introducing new
products with differentiated features and use cases. Our ability to do so has been enabled by several strategic pillars within our
product development and R&D function. Our ability to launch innovative products in the market at accessible prices enables
4 Large audio includes wireless speakers and home cinema & speaker systems; Personal Audio includes TWS, headphones, neckbands and wired earphones;
Wearables include smartwatches, activity bands and smart rings.
5 Digital-first brands are defined as those brands which generate over 60% of gross sales from online channels.
360us to grow our market share and enhance our value proposition. In prior periods, new product introductions have had a
significant, positive impact on our operating results primarily due to increases in revenue associated with sales of the new
products in the quarters following their introduction. We have established a robust foundation of innovation through boAt Labs
and entered into collaborations with global technology leaders. boAt Labs serves as a center of excellence for our product
design and development, housing a team of 101 engineers specializing in hardware, firmware, and software innovation as of
June 30, 2025.
We believe that we need to continue to maintain and expand our product offerings and grow our revenues. The combination of
our wide portfolio of products and competitive pricing enables us to attract more consumers to our product offerings. Having a
broad and attractive product mix also helps increase consumer loyalty and encourages repeat purchases by consumers. In the
future, we intend to continue to release new products and enhance our existing products, and we expect that our operating
results will be impacted by these releases.
Further, we intend to continue to invest in research and development to enable us to introduce innovative new products and
services and enhance existing products and services. We intend to leverage upon our collaborations with established technology
industry participants including Knowles, Dolby, CEVA and Airoha, to further enhance our capabilities. Considering our scale
and proprietary technology stack, we are able to integrate components and technologies developed by these providers into our
products at a low cost, as well as enable these providers to build customized components to offer superior quality products at
prices optimized for the Indian market. For instance, we introduced India’s first Dolby-enabled earphones and worked closely
with BES to develop a custom platform and value engineered features to optimize for costs. These collaborations also provide
us with early insights into next-generation technologies, such as spatial audio and personalized audio technology, which we
incorporate into our offerings to elevate the customer experience.
Ability to sustain strong relationships with our channel partners to ensure effective distribution of our products
Our ability to sustain strong relationships with our channel partners ensures the effective distribution of our products. As a
digital-first consumer products company, we initially scaled through established e-commerce marketplaces, leveraging their
extensive reach to penetrate across India and to build brand affinity with consumers. Over time, we have diversified our online
presence through our direct-to-consumer website, as well as the rapidly growing quick commerce platforms, enabling deeper
consumer engagement and convenience as well as achieving diversification within our online business.
The table below sets out our revenue from operations (sale of products) by channel for the periods and financial years
mentioned:
Three months period ended June 30, Financial Years
Revenue from 2025 2024 2025 2024 2023
operations (as % of (as % of (as % of (as % of (as % of
(sale of revenue revenue revenue revenue revenue
products) by (in ₹ from (in ₹ from (in ₹ from (in ₹ from (in ₹ from
channel million) operations million) operations million) operation million) operation million) operation
(sale of (sale of s (sale of s (sale of s(sale of
products)) products)) products)) products)) products))
Online 4,497.94 71.65 4,098.82 72.30 21,660.72 70.55 22,359.35 71.78 24,306.72 72.31
Offline 1,779.93 28.35 1,570.33 27.70 9,043.15 29.45 8,790.33 28.22 9,309.99 27.69
Revenue from
Operations
6,277.87 100.00 5,669.15 100.00 30,703.87 100.00 31,149.68 100.00 33,616.71 100.00
(Sale of
products)
We have been committed to making our products accessible to an even wider audience by enhancing our presence across a
wide variety of channels and we have significantly grown our offline footprint over the past several years, reaching more than
12,000 offline retailers across 25 states and five union territories, with a distribution network comprising 112 distributors and
a presence at all leading omnichannel retailers including Croma and Vijay Sales as of June 30, 2025. Consequently, our revenue
from operations (sale of products) by channel has evolved over the last few years as contribution of offline sales has steadily
increased from 27.69% during Financial Year 2023 to 28.35% during the three month period ended June 30, 2025.
We intend to expand our network of presence in retail stores in future. To strengthen our offline presence, we have deployed
26 in-store representatives to drive sales and provide extended offline marketing support across over 100 of these stores in
India, as of June 30, 2025. Our offline growth strategy is further supported by a dedicated sales force and an integrated offline
infrastructure that includes a distribution management system, salesforce automation tools, scheme management, and other
technological enablers, ensuring operational efficiency and optimized inventory management. Additionally, we aim to invest
in regional marketing, add more feet on the street (including in-store sales representatives) and business enablers such as
361financing solutions for premium products to drive scale. Our offline expansion will increase our reach, enhance customer
experience, foster higher trust in our brand and increase its visibility and drive higher customer lifetime value.
We monitor the prices at which the online marketplaces sell our products to customers and which our distributors sell our
products to retailers and in turn by retailers to customers. For instance, pursuant to our agreements with certain online
marketplaces, we mutually agree on price ranges and discounts (where applicable) at which they are obliged to sell our products.
We intend to expand our network of presence in retail stores in future. We have developed our own D2C website, and have
registered the www.boat-lifesytle.com domain name. For our online sales channel, we intend to further invest in our existing
strong strategic relationships with online marketplaces that retail our products and continue to jointly promote our brands and
products on their platforms. Additionally, we will continue to invest in optimized performance marketing initiatives to drive
growth on these channels.
Ability to ensure consistent supply of our products so that products are readily available to consumers
With a focus on delivering a diverse range of high-quality products at scale and accessible price points, we have invested
significantly in strengthening the resilience of our supply chain, with the goal of enhancing operational agility and improving
the cost competitiveness of our products. Our manufacturing model involves the sourcing of required components from our
trusted suppliers, the customization of these components based on our product design requirements and working closely with
our Joint Venture and contract manufacturing partners, both in India and internationally, to manufacture the finished products.
This model enables us to maintain stringent quality and process controls, ensuring product standardization while effectively
managing costs. It also allows for shorter time-to-market for new products and for meeting the rapidly evolving preferences of
our consumers.
We are committed to developing and supporting the manufacturing ecosystem in India and are focused on enhancing our
manufacturing operations within the country as it provides us with the significant advantages of vertical integration, cost
efficiency, reduced reliance on imports, and alignment with the Government of India’s “Make-in-India” initiative. Our strong
supplier ecosystem enables the manufacturing of customized components, including chipsets designed specifically for our
products. Over the last few years, in line with our “Make-in-India” initiative, we are focusing on transitioning the manufacturing
of certain components (including PCBs, batteries and plastics) to India. These component manufacturing localization efforts
are estimated to reduce costs, including savings of up to 15-20% in duty expenses compared to finished goods imports,
supported by government incentives (Source: Redseer Report). They are also expected to enhance supply chain agility by
shortening lead times through reduced transit times, improve supply chain resilience through diversification, and enable us to
deliver high-quality, innovative products tailored to the Indian market.
We have also undertaken significant steps to increase the share of our manufacturing in India, notably in part by Califonix Tech
and Manufacturing Private Limited, our Joint Venture we established with Dixon Technologies in Financial Year 2022 for
manufacturing and developing Bluetooth-enabled audio products, or through our network of contract manufacturers. As of June
30, 2025, we have manufactured over 75 million units in India, with 75.83% of our total units being manufactured in India
during the three months period ended June 30, 2025, as compared to less than 39.65% during the Financial Year 2023. Our
Joint Venture has strengthened our control over manufacturing processes and product quality. All products manufactured by
our Joint Venture are produced exclusively for us, ensuring alignment with our specifications and standards. At the same time,
outsourcing a portion of our manufacturing allows us to leverage the expertise of multiple manufacturers and maintain the
flexibility needed to address varying production requirements. Additionally, we conduct value engineering to optimize both
cost and performance across our product portfolio. We have implemented quality control and assurance measures, continuously
refining these processes in collaboration with our suppliers and manufacturers. Furthermore, we have initiated localization
efforts by transitioning key component production, including PCBs, batteries, and plastic components, to domestic suppliers,
reflecting our commitment to enhancing supply chain resilience and cost efficiency.
Purchases of stock-in-trade, changes in inventories of stock-in-trade and operating efficiency
Our ability to manage our stock-in-trade while maintaining and enhancing operation efficiency, impacts our ability to maintain
or increase our margins. For the three month periods ended June 30, 2025 and June 30, 2024, and the Financial Years 2025,
2024 and 2023, the sum total of our purchases of stock-in-trade and changes in inventories of stock-in trade amounted to
₹4,537.23 million, ₹4,074.54 million, ₹21,749.75 million, ₹23,102.94 million and ₹26,105.76 million, while our revenue from
operations amounted to ₹6,281.02 million, ₹5,672.21 million, ₹30,732.77 million, ₹31,176.74 million and ₹33,767.90 million
for the three month periods ended June 30, 2025 and June 30, 2024, and the Financial Years 2025, 2024 and 2023, respectively.
We seek to continue to pursue cost efficiencies to maintain or increase our margins. We believe that with the expansion in our
sales volumes, we will be able to attain cost efficiencies through economies of scale. We also aim to invest in efficient sourcing
and planning, which will help us improve our margins. Our ability to manage and proportionately reduce our costs of goods
sold as we grow our revenue from operations would allow us to improve our margins in future periods, whereas an inability to
do so would decrease our margins and, in turn, our profitability.
362Critical Accounting Policies
Revenue Recognition
Revenue from sale of goods is recognised when goods are delivered and have been accepted by our customers and it is probable
that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is
being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually
defined terms of payment and excluding taxes or duties collected on behalf of the government.
The specific recognition criteria described below must also be met before revenue is recognised.
Sale of Products
We as a Group recognize revenue at a point in time when the performance obligation is satisfied and the goods underlying the
particular performance obligation are transferred to the customer. Customers obtain control of the goods when the goods are
delivered at the agreed point of delivery which generally is the premises of the customer.
Further, revenue from sale of goods is recognised based on a 5-Step Methodology which is as follows:
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligation in contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
Revenue towards satisfaction of performance obligation is measured at the amount of transaction price (net of variable
consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of
variable consideration on account of various discounts and schemes offered by our Company as part of the contract.
Accumulated expenses is used to estimate the provision for discount.
Contracts are subject to modification to account for changes in contract specification and requirements. We as a Group review
modifications to contracts in conjunction with the original contract to determine whether the transaction price should be
allocated to a new performance obligation, or if the transaction price of an existing performance obligation should be changed.
In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for.
MEIS (Merchandise Exports from India Scheme) Income: We as a Company record MEIS income as and when the scrips are
utilised. We as a Company follow point in time approach for recording of MEIS income.
Variable Consideration
If the consideration in a contract includes a variable amount, we estimate the amount of consideration to which it will be entitled
in exchange for transferring the goods to the customer. The variable consideration is estimated at contract inception and
constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will
not occur when the associated uncertainty with the variable consideration is subsequently resolved.
Right of Return
We provide a customer with a right to return in case of any defects or on grounds of quality. We use the expected value method
to estimate the goods that will be returned. For goods that are expected to be returned, instead of revenue, we recognize a refund
liability. A right of return asset and corresponding adjustment to change in inventory is also recognised for the right to recover
products from a customer.
Contract Balances
Contract assets: We classify our right to consideration in exchange for deliverables as either a receivable or as unbilled revenue.
A receivable is a right to consideration that is unconditional upon the passage of time. Revenues in excess of billings is recorded
as unbilled revenue and is classified as a financial asset where the right to consideration is unconditional upon passage of time.
Trade receivables is presented net of impairment.
Contract liabilities: A contract liability (which we referred to as Unearned Revenue) is the obligation to transfer goods or
services to a customer for which we have received consideration (or an amount of consideration is due to the customer) from
363the customer. If a customer pays consideration before we transfer goods or services to the customer, a contract liability is
recognised when the payment is received.
Trade receivables: A receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of time
is required before payment of the consideration is due). Refer to accounting policies of financial assets for guidance on
recognition and measurement.
Recognition of Dividend Income, Interest Income or Expense
Interest income or expense is recognised using the effective interest method.
The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments or receipts through the expected
life of the financial instrument to:
• the gross carrying amount of the financial asset; or
• the amortised cost of the financial liability.
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when
the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-
impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised
cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross
basis.
Dividend income is recognised in the Consolidated Statement of Profit and Loss on the date on which our right to receive
payment is established.
Property, Plant and Equipment
Recognition and measurement
The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is probable that future economic
benefits associated with the item will flow to us and the cost of the item can be measured reliably and is measured at cost.
Subsequent to recognition, all items of property, plant and equipment are stated at cost less accumulated depreciation and
accumulated impairment losses.
On adoption of Ind AS, we retained the carrying value for all of our property, plant and equipment as recognised in the
consolidated financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and used that as its
deemed cost as permitted by Ind AS 101 ‘First-time Adoption of Indian Accounting Standards’.
If the cost of an individual part of property, plant and equipment is significant relative to the total cost of the item, the individual
part is accounted for and depreciated separately.
The cost of property, plant and equipment comprises its purchase price plus any costs directly attributable to bringing the asset
to the location and condition necessary for it to be capable of operating in the manner intended by management and the initial
estimate of decommissioning, restoration and similar liabilities, if any. Subsequent expenditure is capitalized only if it is
probable that the future economic benefits associated with the expenditure will flow to us and the subsequent expenditure can
be measured reliably.
Items such as spare parts, stand-by equipment and servicing that meets the definition of property, plant and equipment are
capitalized at cost and depreciated over the useful life. Cost of repairs and maintenance are recognised in the Restated
Consolidated Statement of Profit and Loss as and when incurred.
Capital Work in Progress and Capital Advances
Assets under construction includes the cost of property, plant and equipment that are not ready to use at the balance sheet date.
Advances paid to acquire property, plant and equipment before the balance sheet date are disclosed under other non-current
assets. Assets under construction are not depreciated as these assets are not yet available for use.
Depreciation and Useful Lives – Indian Entities
Depreciable amount for assets is the cost of asset less its estimated residual value. Depreciation on Property, Plant and
Equipment is calculated on the depreciable amount using the straight-line method (SLM) using the rates arrived at based on the
useful lives estimated by the management as prescribed in Schedule II of the Companies Act, 2013 except for Plant and
364Equipment where the management has derived useful life based on the technical evaluation. Depreciation is generally
recognised in the Statement of Profit and Loss.
Block Useful Life Useful Life as per the Act
Plant and Equipment 5 years 15 years
Furniture and fixtures 10 years 10 years
Office equipment 5 years 5 years
Computers 3 years 3 years
Lower of useful life of the leasehold
Leasehold Improvement Nil
improvement or the lease term
Depreciation on additions (disposals) is provided on a pro-rata basis i.e. from (upto) the date on which asset is ready for use
(disposed of). An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount
is greater than its estimated recoverable amount.
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the
effect of any changes in estimate accounted for on a prospective basis.
Based on the technical evaluation and consequent assessment, our management believes that its estimate of useful life as given
above best represents the period over which our management expects to use these assets. Estimates in respect of method of
depreciation were revised from written down value method to straight line method during the year ended March 31, 2023.
Depreciation and Useful Lives – International Entities
Depreciation is based on the cost of an asset less its residual value. Depreciation is recognised in profit or loss and calculated
using the straight-line method to allocate depreciable amounts over their estimated useful lives of each component of an item
of plant and equipment. The estimated useful lives for the current and comparative years are as follows:
Block Useful Life
Furniture and fixtures 3 years
Office equipment 1 year
Computers 1 year
Renovation 5 years
Derecognition
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when
no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the
Consolidated Statement of Profit and Loss when the asset is derecognised.
Intangible Assets
Recognition and Measurement
Intangible assets comprise primarily of brands, software, patents and trademarks. Intangible assets are initially recorded at cost
and subsequent to recognition, intangible assets are stated at cost less accumulated amortisation and accumulated impairment
losses. Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset
to which it relates, and the cost can be measured reliably. All other expenditure is recognised in the Restated Consolidated
Statement of Profit and Loss as incurred. On adoption of Ind AS, we retained the carrying value for all of our intangible assets
as recognised in the consolidated financial statements as at the date of transition to Ind AS, measured as per the previous GAAP
and used that as its deemed cost as permitted by Ind AS 101 ‘First-time Adoption of Indian Accounting Standards’.
Intangible Assets under Development
365Development expenditure is capitalised as part of the cost of the resulting intangible asset only if the expenditure can be
measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and
the we intend to and have sufficient resources to complete development and to use the asset. Otherwise, it is recognised in profit
or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated
amortisation and any accumulated impairment losses.
Amortisation
Amortisation is calculated to write off the cost of intangible assets over their estimated useful lives using the straight line
method and is included in the Depreciation and Amortisation expense in the Statement of Profit and Loss. The useful lives of
intangible assets that is considered for amortisation of intangible assets are as follows:
Intangible Assets Useful Life
Brands 10 years
Computer software 3 to 5 years
Patents and Trademarks 4 to 10 years
The amortisation period and the amortisation method for an intangible asset with finite useful life is reviewed at the end of each
financial year. If any of these expectations differ from previous estimates, such changes are accounted for as a change in an
accounting estimate.
Derecognition
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains
or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and
the carrying amount of the asset, are recognised in the Restated Consolidated Statement of Profit and Loss when the asset is
derecognised.
Impairment
Non-financial Assets
Assessment for impairment is done at each Balance Sheet date as to whether there is any indication that a non-financial asset
may be impaired. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows
from continuing use that are largely independent of the cash inflows from other assets or groups of assets is considered as a
cash generating unit (CGU). If any indication of impairment exists, an estimate of the recoverable amount of the individual
asset/cash generating unit is made. Asset/cash generating unit whose carrying value exceeds their recoverable amount are
written down to the recoverable amount by recognizing the impairment loss as an expense in the Statement of Profit and Loss.
Recoverable amount is the higher of an asset’s or cash generating unit’s value in use and its fair value less cost of disposal.
Value in use is estimated future cash flows expected to arise from the continuing use of an asset or cash generating unit and
from its disposal at the end of its useful life discounted to their present value using a post-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal,
recent market transactions are considered. If no such transactions can be identified, an appropriate valuation model is used.
An impairment loss is reversed in the Consolidated Statement of Profit and Loss if there has been a change in the estimates
used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount,
provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated
amortisation or depreciation) had no impairment loss been recognised for the asset in prior years.
Financial Assets
We assess on a forward-looking basis the expected credit losses associated with our assets carried at amortised cost. The
impairment methodology applied depends on whether there has been a significant increase in credit risk. We recognize loss
allowances using the expected credit loss (ECL) model as per Ind AS 109 for the financial assets which are not fair valued
through profit or loss. Loss allowance for trade receivables with no significant financing component is measured at an amount
equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month
ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at
lifetime ECL. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting
date to the amount that is required to be recognised is recognised as an impairment gain or loss in profit or loss.
366ECL is the difference between all contractual cash flows that are due to us in accordance with the contract and all the cash flows
that we expect to receive (i.e. all cash shortfalls), discounted at the original effective interest rate. Lifetime ECL are the expected
credit losses resulting from all possible defaults events over the expected life of a financial asset. 12-month ECL are a portion
of the lifetime ECL which result from default events that are possible within 12 months from the reporting date.
We consider a financial asset to be in default when:
• the counter party is unlikely to pay its credit obligations to us in full, without recourse by us to actions such as realizing
security (if any is held); or
• the financial asset in respect of trade receivables is 365 days or more past due and for trade receivables less than 365
days, we identify on case-to-case basis whether there is a risk of default.
ECL are measured in a manner that they reflect unbiased, and probability weighted amounts determined by a range of outcomes,
taking into account the time value of money and other reasonable information available as a result of past events, current
conditions and forecasts of future economic conditions.
The gross carrying amount of a financial asset is written off when we have no reasonable expectations of recovering a financial
asset in its entirety or a portion thereof. We expect no significant recovery from the amount written off during the year.
Credit-impaired Financial Assets
At each reporting date, we assess whether financial assets carried at amortised cost and debt securities at FVOCI are credit
impaired. A financial asset is ‘credit- impaired’ when one or more events that have a detrimental impact on the estimated future
cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable data:
• significant financial difficulty of the debtor;
• a breach of contract such as a default or being more than 365 days past due;
• the restructuring of a loan or advance by us on terms that we would not consider otherwise;
• it is probable that the debtor will enter bankruptcy or other financial reorganization; or
• the disappearance of an active market for security because of financial difficulties.
Inventories
Inventories are valued at the lower of cost and net realizable value. Cost of inventories comprises purchase price, costs of
conversion and other costs incurred in bringing the inventories to their present location and condition. In determining the cost,
weighted average cost is used. Net realizable value is the estimated selling price in the ordinary course of business, less
estimated costs to sell. The comparison of cost and net realizable value is made on an item-by-item basis.
Inventories are stated net of write down or allowances on account of obsolescence, damage or slow-moving items. The provision
for inventory obsolescence is assessed periodically and is provided as considered necessary.
We import the raw material and sell the same to our manufacturers in India. The cost of raw materials purchased and sold are
netted off against the purchase of finished goods from our manufacturer since the cost of finished goods purchased from those
manufacturers are inclusive of the cost of raw material transferred to them.
Financial Instruments
Financial Assets
(i) Recognition and Initial Measurement
All financial assets and liabilities are initially recognised when we become a party to contractual provisions of the
instrument. A financial asset or liability is initially measured at fair value plus, for an item not at fair value through
profit and loss (FVTPL), transaction cost that are directly attributable to its acquisition or issue. However, trade
receivables that do not contain significant financing component are recognised at transaction price. For regular way
purchases of financial assets, we follow the trade date accounting method, whereby a financial asset is recognised on
the trade date—the date on which we commit to purchase the asset.
367(ii) Classification and Subsequent Measurement
On initial recognition, a financial instrument is classified and measured at
• Amortised cost
• Fair value through other comprehensive income (FVOCI) – debt instruments;
• Fair value through other comprehensive income (FVOCI) – equity investments; or
• Fair value through profit and loss (FVTPL).
Financial assets are not reclassified subsequent to their initial recognition, except if and in the period, we change our
business model for managing financial assets.
A financial asset is measured at amortised cost if it meets both the following conditions and is not designated as at
FVTPL:
• The asset is held within a business model whose objective is to hold assets to collect contractual cash flows;
and
• The contractual terms of the financial assets give rise on a specified date to cash flows that are solely payments
of principal and interest on the principal amounts outstanding.
A debt instrument is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
• The asset is held within a business model whose objective is achieved by both collect contractual cash flows
and selling financial assets; and
• The contractual terms of the financial assets give rise on a specified date to cash flows that are solely payments
of principal and interest on the principal amounts outstanding.
On initial recognition of an equity investment that is not held for trading, we may irrevocably elect to present
subsequent changes in the investment’s fair value in OCI (designated as FVOCI - equity investment). This election is
made on an investment-by-investment basis.
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL.
This includes mutual funds as well as derivative assets. On initial recognition, we may irrevocably designate a financial
asset that otherwise meets the requirements to be measured at amortised cost or FVOCI as at FVTPL if doing so
eliminates or significantly reduces an accounting mismatch that would otherwise arise.
Derivative Financial Instruments and Hedge Accounting
We hold derivative financial instruments to hedge our foreign currency exposures. Derivatives are initially measured
at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally
recognised in the restated consolidated statement of profit or loss.
Subsequent Measurement and Gains and Losses
Financial assets at FVTPL: These assets are subsequently measured at fair value. Net gains and losses, including any
interest or dividend income are recognised in profit or loss.
Financial assets at amortised cost: These assets are subsequently measured at amortised cost using the effective interest
method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and
impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
Debt investments at FVTOCI: These assets are subsequently measured at fair value. Interest income under effective
interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains
and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or
loss.
Equity investments at FVTOCI: These assets are subsequently measured at fair value. Dividends are recognised as
income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other
net gains and losses are recognised in OCI and are not reclassified to profit or loss.
368(i) Derecognition of Financial Assets
A financial asset is derecognised only when:
• we have transferred the rights to receive cash flows from financial asset; or
• we retain the contractual rights to receive the cash flows from financial asset but assumed a contractual
obligation to pay the cash flows to one or more recipients.
Where we have transferred an asset, we evaluate whether we have transferred substantially all risks and rewards of
ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred
substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised. Where
we have neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial
asset, the financial asset is derecognised if we have not retained control of the financial asset. Where we retain control
of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial
asset. For regular way sales of financial assets, we apply trade date accounting, whereby the asset is derecognised on
the trade date, i.e., the date on which we commit to sell the asset.
Investment in Subsidiaries, Associates and Joint Ventures
The investments in subsidiaries, associates and joint ventures are carried in the financial statements at historical cost except
when the investment, or a portion thereof, is classified as held for sale, in which case measured at lower of carrying amount
and fair value less costs to sell. When we have committed to a sale plan involving disposal of an investment, or a portion of an
investment, in any subsidiary or joint venture, the investment or the portion of the investment that will be disposed of is
classified as held for sale when the criteria described above are met. Any retained portion of an investment in a subsidiary or a
joint venture that has not been classified as held for sale continues to be accounted for at historical cost. Investments in
subsidiaries and joint ventures carried at cost are tested for impairment in accordance with Ind AS 36 Impairment of Assets.
The carrying amount of the investment is tested for impairment as a single asset by comparing its recoverable amount with its
carrying amount, any impairment loss recognised reduces the carrying amount of the investment.
Financial Liability
(i) Initial Recognition and Measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or
amortised cost. All financial liabilities are recognised initially at fair value and, in case of loans and borrowings and
payables, net of directly attributable transaction costs.
(ii) Subsequent Measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified
as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes
derivative financial instruments entered into by us that are not designated as hedging instruments in hedge relationships
as defined by Ind AS 109. Separate embedded derivatives are also classified as held for trading unless they are
designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised in the profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such 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 are recognised in OCI. These gains/ losses are not
subsequently transferred to Consolidated Statement of Profit and Loss. However, we may transfer the cumulative gain
or loss within equity. All other changes in fair value of such liability are recognised in the Standalone Statement of
Profit or Loss. We have not designated any financial liability as at fair value through profit or loss other than series C
CCPS which is classified as financial liability designated as FVTPL.
Amortised cost
369After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the
Effective Interest Rate (“EIR”) method. Gains and losses are recognised in profit or loss when the liabilities are
derecognised as well as through the EIR amortisation process.
Amortised 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 amortisation is included as finance costs in the Restated Consolidated Statement
of Profit and Loss.
Derecognition
A financial liability is derecognised 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 derecognition of
the original liability and the recognition of a new liability. The difference in the respective carrying amounts is
recognised in the Restated Consolidated Statement of Profit or Loss.
Offsetting
Financial assets and financial liabilities are offset, and the net amount reported in the balance sheet if there is a currently
enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realize the
assets and settle the liabilities simultaneously.
Cash and Cash Equivalents
Cash and cash equivalent includes cash on hand, 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.
Statement of Cash Flows
Cash flows are reported using the indirect method, whereby net profit before taxes for the period is adjusted for the effects of
transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of
income or expenses associated with investing or financing cash flows. The cash flows from our operating, investing and
financing activities are segregated. Bank overdrafts and cash credits which are repayable on demand form an integral part of
our cash management and are included as a component of cash and cash equivalents.
Foreign Currency Transactions and Translations
Foreign currency are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign
currency denominated monetary assets and liabilities are translated into relevant functional currency at exchange rates in effect
at the balance sheet date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally
recognised in Consolidated Statement of Profit and Loss. Non-monetary assets and non-monetary liabilities denominated in
foreign currency and measured at fair value are translated at the exchange rate prevalent at the date when the fair value was
determined. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at historical
cost are translated at the exchange rate prevalent at the date of transaction. Translation differences on assets and liabilities
carried at fair value are reported as part of the fair value gain or loss and are generally recognised in Restated Consolidated
Statement of Profit and Loss, except exchange differences arising from the translation of the following items which are
recognised in OCI:
• equity investments at fair value through OCI (FVOCI);
• a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is
effective; and
• qualifying cash flow hedges to the extent that the hedges are effective.
Translation of Financial Statements of Foreign Operations
We translate assets and liabilities of foreign entities into Indian Rupees on the basis of the closing exchange rates as at the end
of the period/year. We translate income and expenditure and cash flow generally using average exchange rates for the period
unless those rates do not approximate the actual exchange rates at the dates of specific transactions, in which case the exchange
rates as at the dates of transaction are used. All resulting exchange differences are recognised in Other Comprehensive Income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities are recognised in
370Other Comprehensive Income. When a foreign operation is sold, the associated exchange differences are reclassified to the
Restated Consolidated Statement of Profit and Loss, as a part of gain or loss on sale.
Employee Benefits
Defined Contribution Plan
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate
entity and will have no legal or constructive obligation to pay further amounts. We make specified contributions towards
Government administered provident fund scheme, labour welfare fund and employees’ state insurance scheme. Obligations for
contributions to defined contribution plans are recognised as an employee benefit expense in profit or loss in the periods during
which the related services are rendered by employees.
Defined Benefit Plan
Our gratuity plan is a defined benefit plan. Our net obligation in respect of defined benefit plans is calculated separately for
each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting
that amount and deducting the fair value of any plan assets.
The present value of the obligation under such defined benefit plan is determined based on actuarial valuation by an independent
actuary using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of
employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at
the present value of the estimated future cash flows. The discount rates used for determining the present value of the obligation
under defined benefit plan, are based on the market yields on Government securities as at the balance sheet date.
All remeasurement gains and losses arising from defined benefit plans are recognised in the Consolidated Statement of Other
Comprehensive Income in the period in which they occur and not reclassified to the Consolidated Statement of Profit and Loss
in the subsequent period. We determine the net interest expense (income) on the net defined benefit liability (asset) for the
period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the
then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the
period as a result of contributions and benefit payments. Net interest expense related to defined benefit plans are recognised
under “Finance costs” in the Restated Consolidated Statement of Profit and Loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service
or the gain or loss on curtailment is recognised immediately in the Restated Consolidated Statement of Profit and Loss. We
recognize gains and losses on the settlement of a defined benefit plan when the settlement occurs in the Restated Consolidated
Statement of Profit and Loss.
Short-term Employee Benefits
All employee benefits falling due wholly within twelve months of rendering the services are classified as short term employee
benefits, which include benefits like salaries, wages and performance incentives and are recognised as expenses in the period
in which the employee renders the related service.
Short term employee benefits 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 e.g. short term cash bonus, if we have a present legal or constructive
obligation to pay this amount as a result of past services provided by the employee and the amount of obligation can be estimated
reliably.
In one of our Subsidiary Company, employee entitled annual leave are recognised when they accrue to the employees. A
provision is made for the estimated undiscounted liability for annual leave expected to be settled wholly within 1 months after
the end of reporting period as a results of services rendered by employees up to the end of the reporting period.
Other Long-term Employee Benefits
Our net obligation in respect of long-term employment benefits, other than gratuity, is the amount of future benefit that
employees have earned in return for their service in the current and prior periods. The obligation is calculated at the balance
sheet date on the basis of an actuarial valuation done by an independent actuary using the projected unit credit method and is
discounted to its present value and the fair value of any related assets is deducted. Remeasurements gains or losses are
recognised in the Restated Consolidated Statement of Profit and Loss in the period in which they arise.
Compensated absences which are not expected to occur within twelve months after the end of the year in which the employee
renders the related services are recognised as a liability at the present value of the defined benefit obligation at the balance sheet
date. The discount rates used for determining the present value of the obligation under long term employment benefits, are
based on the market yields on Government securities as at the balance sheet date.
371Equity Settled Share Based Payments
Our employees receive remuneration in the form of share-based payments, whereby employees render services as consideration
for equity instruments. The cost of equity-settled transactions is determined by the fair value at the date when the grant is made
using an appropriate valuation model.
That cost is recognised, together with a corresponding increase in share-based payment reserves in equity, over the period in
which the performance and/or service conditions are fulfilled. The cumulative expense recognised for equity-settled transactions
at each reporting date until the vesting date reflects the extent to which the vesting period has expired and our best estimate of
the number of equity instruments that will ultimately vest.
When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the terms had not
been modified if the original terms of the award are met. An additional expense is recognised for any modification that increases
the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date
of modification. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of
the award is expensed immediately through the Restated Consolidated Statement of Profit and Loss. The dilutive effect of
outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
Borrowing Costs
Borrowing costs include:
(i) interest expense calculated using the effective interest rate method;
(ii) finance charges in respect of leases;
(iii) interest expenses on bill discounting; and
(iv) exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment
to interest costs.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that
necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until
such time as the assets are substantially ready for their intended use or sale.
Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is
deducted from the borrowing costs eligible for capitalization.
All other borrowing costs are recognised in the Restated Consolidated Statement of Profit and Loss in the period in which they
are incurred.
Share Issue Expenses
Incremental costs directly attributable to the issue of equity shares are adjusted with securities premium and those attributable
to offer for sale are shown as recoverable from the selling shareholders.
Leases
We assess whether a contract is or contains a lease, at inception of a contract. 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. To assess whether
a contract conveys the right to control the use of an identified asset, we assess whether:
(i) the contract involves the use of an identified asset;
(ii) we have substantially all of the economic benefits from use of the asset through the period of the lease; and
(iii) we have the right to direct the use of the asset.
We also applied the available practical expedients wherein:
• we used a single discount rate to a portfolio of leases with reasonably similar characteristics.
• we relied on its assessment of whether leases are onerous immediately before the date of initial application.
• we excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application.
372• we used hindsight in determining the lease term where the contract contained options to extend or terminate the lease.
Right-of-use Assets
We recognize right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use).
Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any
remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial
direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-
of use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.
Lease Liability
At the commencement date of the lease, we recognize lease liabilities measured at the present value of lease payments to be
made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease
incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual
value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by
us and payments of penalties for terminating the lease if the lease term reflects us exercising the option to terminate. Variable
lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce
inventories) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, we use our incremental borrowing rate at the lease commencement date
when the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease
liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments
(e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change
in the assessment of an option to purchase the underlying asset.
Short-term Leases and Leases of Low-value Assets
We have applied the short-term lease recognition exemption to our short-term leases (i.e., those leases that have a lease term of
12 months or less from the commencement date and do not contain a purchase option) and low-value assets recognition
exemption.
Income Taxes
Income tax comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business
combination or to an item recognised directly in equity or in other comprehensive income. We have determined that interest
and penalties related to income taxes, including uncertain tax treatments, do not meet the definition of income taxes, and
therefore accounted for them under Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets.
Current Tax
Current tax expenses comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of
the tax amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured
using tax rates (and tax laws) enacted or substantively enacted by the reporting date.
Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts,
and it is intended to realize the asset and settle the liability on a net basis or simultaneously.
Deferred Tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the corresponding amounts used for taxation purposes. Deferred tax is also recognised in respect of
carried forward tax losses and tax credits. Deferred tax is not recognised for:
• temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss at the time of the transaction;
• temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the
we are able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse
in the foreseeable future; and
• taxable temporary differences arising on the initial recognition of goodwill.
373Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they
can be used. The existence of unused tax losses is strong evidence that future taxable profit may not be available. Therefore, in
case of a history of recent losses, we recognize a deferred tax asset only to the extent that it has sufficient taxable temporary
differences or there is convincing other evidence that sufficient taxable profit will be available against which such deferred tax
asset can be realised. Deferred tax assets – unrecognised or recognised, are reviewed at each reporting date and are recognised/
reduced to the extent that it is probable/ no longer probable respectively that the related tax benefit will be realised.
Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is
settled, based on the laws that have been enacted or substantively enacted by the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which we expect, at the
reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and
they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they
intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
We have recognised a separate deferred tax asset in relation to our lease liabilities and a deferred tax liability in relations to our
right-to-use assets.
Provisions, Contingent Liabilities and Contingent Assets
General Provision
Provisions are recognised when we have a present obligation (legal or constructive) as a result of a past event, it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can
be made of the amount of the obligation. When we expect some or all of a provision to be reimbursed, the expense relating to
a provision is presented in the Consolidated Statement of Profit and Loss net of any reimbursement. If the effect of the time
value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a
finance cost.
Contingent Liabilities
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably
will not require an outflow of resources embodying economic benefits or the amount of such obligation cannot be measured
reliably. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources
embodying economic benefits is remote, no provision or disclosure is made.
Contingent Assets
Contingent assets are neither recognised nor disclosed in the Restated Consolidated Financial Information. However, contingent
assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related
income are recognised in the period in which the change occurs.
Warranties
We recognize provision for warranties in respect of the products that we sells. These are reviewed at each balance sheet date
and adjusted to reflect the current estimates. A provision is recognised for expected warranty claims on products sold during
the year based on the past trend for actual warranty claims.
Earnings Per Share
The basic earnings per share is computed by dividing the net profit attributable to our owners for the year by the weighted
average number of equity shares outstanding during the reporting period (including instruments entirely equity in nature). The
diluted earnings per share is computed by dividing the profit attributable to equity holders (after adjusting the cost recognised
during the period for convertible instruments) by the weighted average number of equity shares outstanding during the year
plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares
into equity shares.
Operating Segments
Operating segments are reported in a manner consistent with the internal reporting provided to the Executive Director who is
designated the chief operating decision maker (CODM). We have identified reportable segments based on the dominant source,
nature of risks and return and the internal organisation and management structure and for which discrete financial information
374is available. The CODM monitors the operating results of the entity at segment level for the purpose of making decisions about
resource allocation and performance assessment. Our operating segment is a component that engages in business activities from
which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the our
other components, and for which discrete financial information is available.
Revenue and expenses directly attributable to segments are reported under each reportable segment. Other expenses which are
not attributable or allocable to segments are disclosed separately. Segment performance is evaluated based on profit or loss and
is measured consistently with profit or loss in the Restated Consolidated Financial Information. However, our financing
(including finance costs and finance income) and income taxes are managed on a group basis and are not allocated to operating
segments. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable
segment. All other assets and liabilities are disclosed as unallocable assets and liabilities.
Principal Components of Statement of Profit and Loss
Total Income
Total income consists of revenue from operations and other income.
Revenue from operations
Revenue from operations consists of sale of products and other operating income. Sale of products relates to transactions where
we act directly as the seller of goods we purchase from our suppliers. Revenue from operations from sale of products is measured
based on the transaction price, which is the consideration, adjusted for volume discounts, rebates, scheme allowances, price
concessions, incentives, and returns, if any, as specified in the contracts with our consumers. Other operating income relates to
revenue from sale of scrap, coupon codes and MEIS (Merchandise Exports from India Scheme) income.
Other income
Other income consists primarily of interest income on our bank deposit, other interest income, fair valuation gain from
investments designated at fair value through profit or loss (net), liabilities no longer required written back and non-operating
income (including miscellaneous income, etc.).
Expenses
Our expenses consist of (i) purchases of stock-in-trade, (ii) changes in inventories of stock-in-trade, (iii) employee benefits
expense, (iv) finance costs (v) depreciation and amortisation expense and (vi) other expenses.
Purchases of stock-in-trade
Purchases of stock-in-trade consist of the goods that we purchase from our suppliers, including contract manufacturers.
Changes in inventories of stock-in-trade
Changes in inventories of stock-in-trade consists of inventory at the beginning of the year/period and inventory at the end of
the year/period.
Employee benefits expense
Employee benefits expense primarily comprises salaries, wages and bonus paid to our employees. In addition, employee
benefits expense also comprises contributions to provident fund and other funds, gratuity expenses, compensated absence and
share-based payment expenses.
Finance costs
Finance costs consists of interest expense on financial liabilities at amortised cost, which includes interest on borrowings from
banks, lease liabilities and deferred purchase consideration. In addition, finance costs also comprises of other interests, interest
on net defined benefit liability and other borrowing costs.
Depreciation and amortisation expenses
Depreciation and amortisation expenses consist of depreciation on right-of-use assets, property, plant and equipment and
amortisation of intangible assets.
Other expenses
Other expenses primarily consist of:
375• advertisement and promotion expenses, primarily relating to the marketing, selling and distribution of our products;
• warranty expenses, primarily relating to warranty claims by customers under the warranties provided by us for our
products;
• freight and transportation charges, primarily relating to amounts paid to logistics companies for transport of products
from our warehouses to customer premises;
Our Results of Operations
The following table sets forth select financial data from our restated consolidated statement of profit and loss for the three
month periods ended June 30, 2025 and 2024, and the Financial Years 2025, 2024 and 2023, the components of which are also
expressed as a percentage of total income for such periods:
For the three month periods ended June 30,
2025 2024
Particulars
(% of Total (% of Total
(₹ in millions) (₹ in millions)
Income) Income)
Income
Revenue from operations 6,281.02 98.38 5,672.21 99.10
Other income 103.37 1.62 51.51 0.90
Total Income 6,384.39 100.00 5,723.72 100.00
Expenses
Purchases of stock-in-trade 5,765.71 90.31 3,532.68 61.72
Changes in inventories of stock-in-trade (1,228.48) (19.24) 541.86 9.47
Employee benefits expenses 385.10 6.03 324.71 5.67
Finance costs 17.55 0.27 98.16 1.71
Depreciation and amortisation expense 104.54 1.64 110.42 1.93
Other expenses 1,039.71 16.29 1,555.29 27.17
Total Expenses 6,084.13 95.30 6,163.12 107.68
Profit/(Loss) before share of profit/(losses) of associate
300.26 4.70 (439.40) (7.68)
and joint venture and tax
Share of Profit/(Loss) of associate and joint venture
(6.51) (0.10) 22.25 0.39
(net of tax)
Profit/(Loss) before tax 293.75 4.60 (417.15) (7.29)
Tax expense/(credit):
Current tax 81.58 1.28 0.54 0.01
Deferred tax expense/(credit) (1.36) (0.02) (106.93) (1.87)
Total tax expense/(credit) 80.22 1.26 (106.39) (1.86)
Profit/(Loss) for the Period 213.53 3.34 (310.76) (5.43)
Three Month Period Ended June 30, 2025 compared to the Three Month Period Ended June 30, 2024
Total Income
Our total income increased by 11.54% to ₹6,384.39 million for the three month period ended June 30, 2025 from ₹5,723.72
million for the three month period ended June 30, 2024, primarily due to an increase in revenue from operations and other
income.
Revenue from operations. Our revenue from operations increased by 10.73% to ₹6,281.02 million for the three months period
ended June 30, 2025 from ₹5,672.21 million for the three months period ended June 30, 2024. Revenue from our audio segment
increased by 4.15% to ₹4,965.78 million, compared to ₹4,767.70 million for the three months ended June 30, 2024, primarily
due to growth of our large audio , premium TWS, and headphones business. Revenue from our wearables segment increased
by 15.93% to ₹796.17 million, compared to ₹686.74 million for the three months ended June 30, 2024, primarily on account of
higher average selling price and a higher mix of premium products. Revenue from our others segment increased significantly
to ₹515.92 million from ₹214.71 million, primarily driven by growth in our charging solutions product line.
376Other income. Our other income increased significantly to ₹103.37 million for the three months period ended June 30, 2025
from ₹51.51 million for the three months period ended June 30, 2024, primarily due to increase in insurance claim recovery of
₹42.18 million during the three months period ended June 30, 2025.
Expenses
Purchases of stock-in-trade. Our purchases of stock-in-trade increased by 63.21% to ₹5,765.71 million for the three months
period ended June 30, 2025 from ₹3,532.68 million for the three months period ended June 30, 2024, due to an increase in sale
of products and on account of an increase in our inventory in preparation of anticipated seasonal demand.
Changes in inventories of stock-in-trade. Our changes in inventories of stock-in-trade decreased significantly to ₹(1,228.48)
million for the three months period ended June 30, 2025 from ₹541.86 million for the three months period ended June 30, 2024
on account of an increase in inventory in preparation for anticipated seasonal demand. For the three months period ended June
30, 2025, we had a total opening balance of inventories of ₹3,258.12 million and a total closing balance of inventories of
₹4,486.60 million. For the three months period ended June 30, 2024 we had a total opening balance of inventories of ₹4,310.06
million and a total closing balance of inventories of ₹3,768.20 million.
Employee benefits expense. Employee benefits expense increased by 18.60% to ₹385.10 million for the three months period
ended June 30, 2025 from ₹324.71 million for the three months period ended June 30, 2024, primarily due to increase in salaries,
wages and bonus by 16.06% to ₹337.09 million for the three months period ended June 30, 2025 from ₹290.44 million for the
three months period ended June 30, 2024, driven by annual salary increments, along with an increase in our employee headcount
and continued investments in capability building and strengthening teams across functions; and (ii) share based payment
expense by 46.67% to ₹27.09 million for the three months period ended June 30, 2025 from ₹18.47 million for the three months
period ended June 30, 2024, primarily due to additional grants made in the period following June 30, 2024.
Finance costs. Our finance costs decreased by 82.12% to ₹17.55 million for the three months period ended June 30, 2025 from
₹98.16 million for the three months period ended June 30, 2024, primarily due to decreases in interest cost on borrowings from
banks by 81.72% to ₹11.99 million for the three months period ended June 30, 2025 from ₹65.58 million for the three months
period ended June 30, 2024, on account of reduction in overall working capital requirement.
Depreciation and amortisation expense. Our depreciation and amortisation expense decreased by 5.33% to ₹104.54 million for
the three months period ended June 30, 2025 from ₹110.42 million for the three months period ended June 30, 2024, primarily
due to decrease in amortisation of intangible assets by 7.63% to ₹62.74 million for the three months period ended June 30, 2025
from ₹67.92 million for the three months period ended June 30, 2024, on account of impairment of one of our brands in the
Financial Year 2025.
Other expenses. Other expenses decreased by 33.15% to ₹1,039.71 million for the three months period ended June 30, 2025
from ₹1,555.29 million for the three months period ended June 30, 2024, primarily due to decreases in:
(i) advertisement and promotion expenses by 34.29% to ₹531.95 million for the three months period ended June 30,
2025 from ₹809.56 million for the three months period ended June 30, 2024, on account of strategic sales channel
rebalancing from online to offline whilst continuing investment on brand building initiatives ;
(ii) provision for doubtful advances to ₹(3.76) million for the three months period ended June 30, 2025 from ₹156.89
million for the three months period ended June 30, 2024, on account of the absence of similar provisioning
requirements that arose during the prior-year period in connection with delays in fulfillment of purchase orders
by certain vendors; and
(iii) warranty expenses by 27.28% to ₹161.18 million for the three months period ended June 30, 2025 from ₹221.64
million for the three months period ended June 30, 2024 on account of better quality control across our supply
chain and increased share of products on our in-house platforms.
Share of Profit/(Loss) of associate and joint venture (net of tax). Our share of profit of associate and joint venture (net of tax)
decreased to ₹(6.51) million for the three months period ended June 30, 2025 from ₹22.25 million for the three months period
ended June 30, 2024 primarily due to higher inter-group eliminations of closing inventory in line with increase in our inventory
in preparation of anticipated seasonal demand.
Tax expense/(credit). Our total tax expense increased to ₹80.22 million for the three months period ended June 30, 2025 from
₹(106.39) million for the three months period ended June 30, 2024. Our tax expense for the three months period ended June 30,
2025 comprised current tax of ₹81.58 million and deferred tax expense/(credit) of ₹(1.36) million, while our tax expense for
the three months period ended June 30, 2024 comprised of current tax of ₹0.54 million and deferred tax expense/(credit) of
₹(106.93) million. The increase in our total tax expense was primarily due to higher profit before tax and a reduction in deferred
tax credit recognized during the three months ended June 30, 2025 on account of the utilization of previously available business
377losses. Our effective tax rate was 27.31% and 25.51% for the three months period ended June 30, 2025 and June 30, 2024,
respectively.
Profit/(Loss) for the period. As a result of the foregoing, our profit/(loss) for the year increased significantly to a profit of
₹213.53 million for the three months period ended June 30, 2025 from a loss of ₹(310.76) million for the three months period
ended June 30, 2024
Financial Years
2025 2024 2023
Particulars
(₹ in (% of Total (₹ in (% of Total (₹ in (% of Total
millions) Income) millions) Income) millions) Income)
Income
Revenue from operations 30,732.77 99.21 31,176.74 99.44 33,767.90 99.22
Other income 245.37 0.79 176.72 0.56 263.94 0.78
Total Income 30,978.14 100.00 31,353.46 100.00 34,031.84 100.00
Expenses
Purchases of stock-in-trade 20,697.81 66.81 22,711.25 72.44 25,268.96 74.25
Changes in inventories of stock-in-
1,051.94 3.40 391.69 1.25 836.80 2.46
trade
Employee benefits expenses 1,348.04 4.35 1,305.19 4.16 994.17 2.92
Finance costs 278.85 0.90 683.69 2.18 783.58 2.30
Depreciation and amortisation
399.32 1.29 355.86 1.13 255.95 0.75
expense
Other expenses 6,627.58 21.39 6,888.22 21.97 7,481.28 21.98
Total Expenses 30,403.54 98.15 32,335.90 103.13 35,620.74 104.67
Profit/(Loss) before exceptional
items, share of profit/(losses) of
574.60 1.85 (982.44) (3.13) (1,588.90) (4.67)
associate and joint venture and
tax
Share of Profit/(Loss) of
associate and joint venture (net 86.39 0.28 19.91 0.06 (48.22) (0.14)
of tax)
Profit/(Loss) before
660.99 2.13 (962.53) (3.07) (1,637.12) (4.81)
exceptional items and tax
Exceptional item on sale of
86.03 0.28 - - - -
investments in associate
Tax expense:
Current tax 4.32 0.01 6.84 0.02 6.40 0.02
Deferred tax expense/(credit) 131.90 0.43 (172.53) (0.55) (348.98) (1.03)
Total tax expense/(credit) 136.22 0.44 (165.69) (0.53) (342.58) (1.01)
Profit/(Loss) for the Year 610.80 1.97 (796.84) (2.54) (1,294.54) (3.80)
Financial Year 2025 compared to Financial Year 2024
Total Income
Total income decreased by 1.20% to ₹30,978.14 million for the Financial Year 2025 from ₹31,353.46 million for the Financial
Year 2024, primarily due to a decrease in revenue from operations, which was partially offset by an increase in other income.
Revenue from operations. Revenue from operations decreased by 1.42% to ₹30,732.77 million for the Financial Year 2025
from ₹31,176.74 million for the Financial Year 2024, primarily due to a decrease in sale of products.
Revenue from operations (sale of products) decreased by 1.43% to ₹30,703.87 million for the Financial Year 2025 from
₹31,149.68 million for the Financial Year 2024, primarily due to a decrease in revenue from operations from our wearables
business segment by 39.96% to ₹3,304.14 million for the Financial Year 2025 from ₹5,502.96 million for the Financial Year
2024. Our revenue from operations from the audio business segment increased by 5.16% to ₹25,860.40 million for the Financial
Year 2025 from ₹24,591.99 million during Financial Year 2024, primarily due to the growth of our large audio, premium TWS
products and wireless headphones businesses; and our others business segment grew by 45.95% to ₹1,539.33 million for the
Financial Year 2025 from ₹1,054.73 million for the Financial Year 2024, due to the growth of our charging solutions business.
378Revenue from our wearables segment declined, reflecting lower demand for smart wearables in India and our considered
approach to reduce our operating losses within this segment.
Other income. Other income increased by 38.85% to ₹245.37 million for the Financial Year 2025 from ₹176.72 million for the
Financial Year 2024, primarily due to increases in (i) interest income from banks (calculated using the effective interest method
for financial assets) by 24.06% to ₹170.29 million for the Financial Year 2025 from ₹137.26 million for the Financial Year
2024, on account of higher yields during the Financial Year 2025; and (ii) fair valuation gain from investments designated at
FVTPL (net) significantly to ₹23.82 million for the Financial Year 2025 from ₹0.15 million for the Financial Year 2024, on
account of higher investments in mutual funds during the Financial Year 2025.
Expenses
Purchases of stock-in-trade. Purchases of stock-in-trade decreased by 8.87% to ₹20,697.81 million for the Financial Year 2025
from ₹22,711.25 million for the Financial Year 2024, primarily due to a reduction in sale of products, sales from existing
inventory, improved cost performance driven by localization of product components and other cost optimization efforts.
Changes in inventories of stock-in-trade. Changes in inventories of stock-in-trade increased significantly to ₹1,051.94 million
for the Financial Year 2025 from ₹391.69 million for the Financial Year 2024 on account of optimization of inventory holding
levels. For the Financial Year 2025, we had a total opening balance of inventories of ₹4,310.06 million and a total closing
balance of inventories of ₹3,258.12 million. For the Financial Year 2024, we had a total opening balance of inventories of
₹4,701.75 million and a total closing balance of inventories of ₹4,310.06 million.
Employee benefits expense. Employee benefits expense increased by 3.28% to ₹1,348.04 million for the Financial Year 2025
from ₹1,305.19 million for the Financial Year 2024, primarily due to increases in salaries, wages and bonus by 4.40% to
₹1,196.79 million for the Financial Year 2025 from ₹1,146.38 million for the Financial Year 2024, primarily driven by annual
salary increments, along with investments in capability building and strengthening teams across functions.
Finance costs. Finance costs decreased by 59.21% to ₹278.85 million for the Financial Year 2025 from ₹683.69 million for the
Financial Year 2024, primarily due to a decrease in interest cost on borrowings from banks by 76.61% to ₹127.53 million for
the Financial Year 2025 from ₹545.33 million for the Financial Year 2024, on account of an reduction in overall working capital
requirement.
Depreciation and amortisation expenses. Depreciation and amortisation expenses increased by 12.21% to ₹399.32 million for
the Financial Year 2025 from ₹355.86 million for the Financial Year 2024, primarily due to an increase in amortisation of
intangible assets by 22.17% to ₹227.85 million for the Financial Year 2025 from ₹186.50 million for the Financial Year 2024,
on account of additions to software made during the Financial Year 2024.
Other expenses. Other expenses decreased by 3.78% to ₹6,627.58 million for the Financial Year 2025 from ₹6,888.22 million
for the Financial Year 2024, primarily due to decreases in:
(i) warranty expenses by 42.87% to ₹825.77 million for the Financial Year 2025 from ₹1,445.32 million for the Financial
Year 2024, on account of better quality control across our supply chain and increased share of products on our in-
house platforms; and
(ii) information technology and support charges by 16.68% to ₹242.85 million for the Financial Year 2025 from ₹291.46
million for the Financial Year 2024, on account of cost optimization efforts.
This was partially offset by increases in:
(i) advertisement and promotion expenses by 6.57% to ₹3,897.18 million for the Financial Year 2025 from ₹3,656.87
million for the Financial Year 2024, on account of continued investments to enhance our brand equity and build new
categories;
(ii) provision for loss allowance for trade receivables significantly to ₹18.67 million for the Financial Year 2025 from
₹(62.23) million for the Financial Year 2024, on account of no significant movements in overdue receivables during
the Financial Year 2025; and
(iii) provision for doubtful advances by 39.99% to ₹145.59 million for the Financial Year 2025 from ₹104.00 million for
the Financial Year 2024, on account of the provision made due to delays in fulfilment of purchase orders by certain
vendors.
Exceptional item on sale of investments in associate. Our exceptional item on sale of investments in associate increased to
₹86.03 million for the Financial Year 2025 from nil for the Financial Year 2024, primarily due to the sale of the equity shares
held by us in our associate company, Kimirica Lifestyle Private Limited.
379Tax expense/(credit). Our total tax expense increased significantly to ₹136.22 million for the Financial Year 2025 from
₹(165.69) million for the Financial Year 2024. Our tax expense for the Financial Year 2025 consisted of current tax of ₹4.32
million and deferred tax expense of ₹131.90 million, while our tax expenses for the Financial Year 2024 consisted of current
tax of ₹6.84 million and deferred tax (credit) of ₹(172.53) million. The increase in our total tax expense was due to an increase
in our profit before tax and a reduction in deferred tax credit recognized on account of utilization of business losses. Our
effective tax rate was 18.24% and 17.21% for the Financial Years 2025 and 2024, respectively.
Share of Profit/(Loss) of associate and joint venture (net of tax). Our share of profit of associate and joint venture (net of tax)
increased significantly to ₹86.39 million for the Financial Year 2025 from ₹19.91 million for the Financial Year 2024, primarily
due to an increase in profit of our Joint Venture, Califonix Tech and Manufacturing Private Limited.
Profit/(Loss) For The Period/Year. As a result of the foregoing, our profit for the year was ₹610.80 million for the Financial
Year 2025 as compared to a loss of ₹(796.84) million for the Financial Year 2024.
Financial Year 2024 compared to Financial Year 2023
Total Income
Total income decreased by 7.87% to ₹31,353.46 million for the Financial Year 2024 from ₹34,031.84 million for the Financial
Year 2023, primarily due to a decrease in revenue from operations and other income.
Revenue from operations. Revenue from operations decreased by 7.67% to ₹31,176.74 million for the Financial Year 2024
from ₹33,767.90 million for the Financial Year 2023, primarily due to a decrease in sale of products and other operating income.
Revenue from operations (sale of products) decreased by 7.34% to ₹31,149.68 million for the Financial Year 2024 from
₹33,616.71 million for the Financial Year 2023. Our revenue increased in our audio business segment by 4.61% to ₹24,591.99
million during Financial Year 2024 from ₹23,508.31 million during Financial Year 2023, on account of our personal audio and
large audio business segments. The increase in our revenue from operations was partially offset by a decrease in revenue from
our (i) wearables business segment by 38.96% to ₹5,502.96 million for the Financial Year 2024 from ₹9,015.60 million for the
Financial Year 2023, on account of competition in the wearables category resulting in significant price corrections coupled with
a conscious strategy to limit our operating losses in this segment; (ii) others business segment by 3.48% to ₹1,054.73 million
for the Financial Year 2024 from ₹1,092.80 million for the Financial Year 2023, on account of scaling down the low profitability
categories. We launched power banks as a new category, which helped to offset the decline from the others business segment
to a larger extent; and (iii) other operating income by 82.10% to ₹27.06 million for the Financial Year 2024 from ₹151.19
million for the Financial Year 2023, primarily on account of decrease in gains recognised in relation to the Merchandise Exports
from India Scheme during the Financial Year 2024.
Other income. Other income decreased by 33.05% to ₹176.72 million for the Financial Year 2024 from ₹263.94 million for the
Financial Year 2023, primarily due to decrease in interest income from banks (calculated using the effective interest method
for financial assets) by 20.64% to ₹137.26 million for the Financial Year 2024 from ₹172.96 million for the Financial Year
2023, on account of lower bank deposits during the Financial Year 2024.
Expenses
Purchases of stock-in-trade. Purchases of stock-in-trade decreased by 10.12% to ₹22,711.25 million for the Financial Year
2024 from ₹25,268.96 million for the Financial Year 2023, primarily due to a decrease in the sale of products, sourcing cost
optimization and cost benefits driven by increase in our “Make in India” products during the Financial Year 2024.
Changes in inventories of stock-in-trade. Changes in inventories of stock-in-trade decreased by 53.19% to ₹391.69 million for
the Financial Year 2024 from ₹836.80 million for the Financial Year 2023. For the Financial Year 2024, we had a total opening
balance of inventories of ₹4,701.75 million and a total closing balance of inventories of ₹4,310.06 million. For the Financial
Year 2023, we had a total opening balance of inventories of ₹5,538.55 million and a total closing balance of inventories of
₹4,701.75 million.
Employee benefits expense. Employee benefits expense increased by 31.28% to ₹1,305.19 million for the Financial Year 2024
from ₹994.17 million for the Financial Year 2023, primarily due to increases in (i) salaries, wages and bonus by 25.39% to
₹1,146.38 million for the Financial Year 2024 from ₹914.28 million for the Financial Year 2023 on account of capability
building and strengthening of teams across functions, coupled with an increase in our employee headcount to 469 employees
as of March 31, 2024 from 395 employees as of March 31, 2023; and (ii) share based payments to ₹111.56 million for the
Financial Year 2024 from ₹36.22 million for the Financial Year 2023, on account of additional grants made during the Financial
Year 2024.
380Finance costs. Finance costs decreased by 12.75% to ₹683.69 million for the Financial Year 2024 from ₹783.58 million for the
Financial Year 2023, primarily due to a decrease in interest cost on borrowings from banks by 17.49% to ₹545.33 million for
the Financial Year 2024 from ₹660.90 million for the Financial Year 2023, on account of an improvement in overall working
capital requirement.
Depreciation and amortisation expenses. Depreciation and amortisation expenses increased by 39.03% to ₹355.86 million for
the Financial Year 2024 from ₹255.95 million for the Financial Year 2023, primarily due to increases in (i) depreciation of
property, plant and equipment by 43.76% to ₹70.60 million for the Financial Year 2024 from ₹49.11 million for the Financial
Year 2023, on account of property, plant and equipment acquired during the Financial Year 2024; (ii) depreciation of rights-
of-use assets by 49.25% to ₹98.76 million for the Financial Year 2024 from ₹66.17 million for the Financial Year 2023, on
account of increase in ROU asset relating leases of warehouses and office premises ; and (iii) amortisation of intangible assets
by 32.58% to ₹186.50 million for the Financial Year 2024 from ₹140.67 million for the Financial Year 2023, on account of
additions to software during the Financial Year 2024.
Other expenses. Other expenses decreased by 7.93% to ₹6,888.22 million for the Financial Year 2024 from ₹7,481.28 million
for the Financial Year 2023, primarily due to decreases in:
(i) advertisement and promotion expenses by 14.49% to ₹3,656.87 million for the Financial Year 2024 from ₹4,276.45
million for the Financial Year 2023, on account of lower marketing costs towards our wearables segment, in line with
our strategy to limit our operating losses;
(ii) provision for loss allowance for trade receivables significantly to ₹(62.23) million for the Financial Year 2024 from
₹252.78 million for the Financial Year 2023, on account of reversal of provision for loss allowance due to improved
credit risk of trade receivables; and
(iii) legal and professional expenses by 25.19% to ₹188.26 million for the Financial Year 2024 from ₹251.66 million for
the Financial Year 2023, on account of offer-related fees and expenses for the filing of the previous draft red herring
prospectus in 2022.
This was partially offset by increases in:
(i) warranty expenses by 7.56% to ₹1,445.32 million for the Financial Year 2024 from ₹1,343.74 million for the Financial
Year 2023, on account of temporary increase in costs during the transition to “Make in India” products;
(ii) information technology and support charges by 56.94% to ₹291.46 million for the Financial Year 2024 from ₹185.71
million for the Financial Year 2023, on account of increase in spending towards development, consultancy and support
for value-add services of SAP, supply planning tools, and other technology-driven solutions; and
(iii) an increase in the provision for doubtful advances to ₹104.00 million for the Financial Year 2024 from nil for the
Financial Year 2023, due to non-receipt of materials or repatriation from certain vendors.
Tax expense/(credit). Our total tax expense increased by 51.63% to ₹(165.69) million for the Financial Year 2024 from
₹(342.58) million for the Financial Year 2023. Our tax expense for the Financial Year 2024 comprised current tax of ₹6.84
million and deferred tax expense/(credit) of ₹(172.53) million, while our tax expense for the Financial Year 2023 comprised
current tax of ₹6.40 million and deferred tax expense/(credit) of ₹(348.98) million. The increase in our total tax expense was
due to a reduction in deferred tax credit recognised on account of lower business losses to be carried forward, compared to
Financial Year 2023. Our effective tax rate was 17.21% and 20.92% for the Financial Years 2024 and 2023, respectively.
Share of Profit/(Loss) of associate and joint venture (net of tax). Our share of profit of associate and joint venture (net of tax)
increased significantly to ₹19.91 million for the Financial Year 2024 from ₹(48.22) million for the Financial Year 2023,
primarily due to increase in profits of our Joint Venture.
Profit/(Loss) For The Period/Year. As a result of the foregoing, our loss for the year decreased by 38.45% to ₹796.84 million
for the Financial Year 2024 from a loss of ₹1,294.54 million for the Financial Year 2023.
Liquidity and Capital Resources
Historically, our primary liquidity requirements have been to finance our capital expenditure as disclosed under the Segment
Information in the Restated Consolidated Financial Information and working capital needs for our operations. We have met
these requirements through cash flows from operations, equity infusions from shareholders and borrowings. As of June 30,
2025, we had ₹697.38 million in cash and cash equivalents and ₹1,990.00 million in bank balances other than cash and cash
equivalents. We believe that, after taking into account the expected cash to be generated from operations, our borrowings and
the proceeds from the Offer, we will have sufficient liquidity for our present requirements and anticipated requirements for
capital expenditure as disclosed under the Segment Information in the Restated Consolidated Financial Information and working
capital for the next 12 months.
381Cash Flows
Our cash flow from operations has significantly improved during the three months period ended June 30, 2025 and the Financial
Year 2025 on account of optimization of working capital requirement for our operations. This is primarily due to improvement
in credit terms with our suppliers and efficient inventory and receivables management. This has allowed us to access cash to
repay our borrowings.
Our consolidated cash flows for the three month periods ended June 30, 2025 and June 30, 2024, and the Financial Years 2025,
2024 and 2023 and are set forth in the table below.
(₹ in millions)
For the three month periods
For the Financial Years
ended June 30,
Particulars
2025 2024 2025 2024 2023
Net Cash flows generated (1,030.98) 1052.97 4,415.81 3,934.07 (181.58)
from/(used in) operating
activities (A)
Net cash flow (used in) 855.61 125.81 (937.71) (374.18) (1,211.04)
investing activities (B)
Net cash flow generated 33.35 (882.66) (3,238.66) (4,485.67) 2,335.71
from/(used in) financing
activities (C)
Net increase/(decrease) in (140.30) 308.53 233.23 (869.58) 870.26
cash and cash equivalents
(A+B+C)
Cash and cash equivalents 837.68 604.45 604.45 1,474.03 603.77
at the beginning of the
period/year
Cash and cash equivalents 697.38 912.98 837.68 604.45 1,474.03
at the end of the
period/year (refer note
below)
Operating Activities
Net cash flows used in operating activities was ₹(1,030.98) million for the three months period ended June 30, 2025. While our
profit before tax was ₹293.75 million, we had an operating profit/(loss) before working capital changes of ₹372.03 million. Our
movement in working capital primarily consisted of an increase in inventories of ₹(1,227.12) million, a decrease in other current
and non-current assets of ₹58.70 million, an increase in trade payables of ₹888.86 million and an increase in trade receivables
of ₹(853.21) million. Our cash generated from operations was ₹(1,025.31) million, before adjustment for the taxes paid (net of
refunds) amounting to ₹(5.67) million.
Net cash flows generated from operating activities was ₹1,052.97 million for the three months period ended June 30, 2024.
While our loss before tax was ₹417.15 million, we had an operating profit/(loss) before working capital changes of ₹(511.17)
million, primarily due to adjustments for finance costs of ₹98.16 million, reversal of provision for slow and non-moving
inventory (net) of ₹(380.19) million and depreciation and amortisation expense of ₹110.42 million. Our movement in working
capital primarily consisted of a decrease in inventories of ₹922.05 million, an increase in trade receivables of ₹(218.85) million,
a decrease in other current and non-current assets of ₹276.38 million, an increase in trade payables of ₹383.54 million. Our
cash generated from operations was ₹958.35 million, before adjustment for the taxes paid (net of refunds) amounting to ₹94.62
million.
Net cash flows generated from operating activities was ₹4,415.81 million for the Financial Year 2025. While our profit before
tax was ₹747.02 million, we had an operating profit/(loss) before working capital changes of ₹931.67 million, primarily due to
adjustments for finance costs of ₹278.85 million, provision for doubtful advances of ₹145.59 million, depreciation and
amortisation expenses of ₹399.32 million, and provision for slow and non-moving inventory (net) of ₹(589.32) million. Our
movement in working capital primarily consisted of a decrease in inventories of ₹1,641.26 million, an increase in trade
receivables of ₹1,056.12 million, a decrease in other current assets and non-current assets by ₹1,386.75 million, and an increase
in trade payables of ₹1,336.57 million. Our cash generated from operations was ₹4,323.77 million, before adjustment for the
taxes paid (net of refunds) amounting to ₹92.04 million.
Net cash flows generated from operating activities was ₹3,934.07 million for the Financial Year 2024. While our loss before
tax was ₹962.53 million, we had an operating profit/(loss) before working capital changes of ₹837.22 million, primarily due to
adjustments for finance costs of ₹683.69 million, provision for doubtful advances of ₹104.26 million, and provision for slow
and non-moving inventory (net) of ₹758.33 million. Our movement in working capital primarily consisted of an increase in
382inventories of ₹366.64 million, decrease in trade receivables of ₹1,312.34 million, decrease in other current assets and non-
current assets by ₹2,062.45 million, and a decrease in trade payables of ₹395.30 million. Our cash generated from operations
was ₹3,981.32 million, before adjustment for the taxes paid (net of refunds) amounting to ₹(47.25) million.
Net cash flows used in operating activities was ₹181.58 million for the Financial Year 2023. While our loss before tax was
₹1,637.12 million, we had an operating profit/(loss) before working capital changes of ₹(54.98) million, primarily due to
adjustments for finance costs of ₹783.58 million and provision for slow and non-moving inventory (net) of ₹330.80 million and
provision for loss allowance for trade receivables of ₹252.78 million. Our movement in working capital primarily consisted of
a decrease in inventories of ₹506.00 million, a decrease in trade receivables of ₹220.32 million, an increase in other current and
non-current assets of ₹3,127.70 million and an increase in trade payables of ₹394.79 million. Our cash used in operations was
₹83.35 million, before adjustment for the taxes paid (net of refunds) amounting to ₹(98.23) million.
Investing Activities
Net cash flows generated from investing activities was ₹855.61 million for the three months period ended June 30, 2025,
primarily comprising redemption of fixed deposits of ₹315.00 million, investment in fixed deposits of ₹315.00 million,
(investment in)/ redemption of mutual funds (net) of ₹837.25 million and interest on fixed deposits of ₹36.78 million.
Net cash flows generated from investing activities was ₹125.81 million for the three months period ended June 30, 2024,
primarily comprising investment in fixed deposits of ₹350.00 million, payment of deferred consideration of ₹155.70 million
and redemption of fixed deposits of ₹610.00 million.
Net cash flows used in investing activities was ₹937.71 million for the Financial Year 2025, primarily comprising redemption
of fixed deposits of ₹4,995.00 million, investment in mutual funds (net) of ₹808.13 million, payment of deferred consideration
of ₹470.85 million, acquisition of property, plant and equipment of ₹50.33 million, partially offset by investment in fixed
deposits of ₹5,075.00 million, interest on fixed deposits of ₹176.38 million and sale of investment in associate of ₹127.96
million.
Net cash flows used in investing activities was ₹374.18 million for the Financial Year 2024, primarily comprising investment
made in equity shares of our Joint Venture of ₹165.00 million, investment in fixed deposits of ₹249.00 million, acquisition of
property, plant and equipment of ₹199.67 million, acquisition of intangible assets including expenditure on internally generated
intangible assets of ₹82.85 million, partially offset by redemption of fixed deposits of ₹244.39 million and interest on fixed
deposits of ₹215.32 million.
Net cash flows used in investing activities was ₹1,211.04 million for the Financial Year 2023, primarily comprising investment
made in equity shares of our Joint Venture of ₹50.50 million, acquisition of property, plant and equipment of ₹233.00 million,
investment in fixed deposits of ₹1,854.56 million, acquisition of intangible assets including expenditure on internally generated
intangible assets of ₹297.02 million, partially offset by redemption of fixed deposits of ₹1,500.00 million and interest on fixed
deposits of ₹164.58 million.
Financing Activities
Net cash flows generated from financing activities was ₹33.35 million for the three months period ended June 30, 2025,
primarily comprising proceeds of short-term borrowings (net) of ₹73.85 million and payment towards interest and other
borrowing costs paid of ₹(14.67) million.
Net cash flows used in financing activities was ₹(882.66) million for the three months period ended June 30, 2024, primarily
comprising repayment of short-term borrowings (net) of ₹801.77 million and payment towards interest and other borrowing
costs paid of ₹(54.36) million.
Net cash flows used in financing activities was ₹3,238.66 million for the Financial Year 2025, primarily comprising repayment
of short-term borrowings (net) of ₹2,959.58 million, interest and other borrowings costs paid of ₹172.56 million, principal
repayment of lease liabilities of ₹85.02 million and interest repayment of lease liabilities of ₹21.50 million.
Net cash flows used in financing activities was ₹4,485.67 million for the Financial Year 2024, primarily comprising repayment
of short-term borrowings (net) of ₹3,767.96 million and interest and other borrowing costs paid of ₹612.40 million.
Net cash flows generated from financing activities was ₹2,335.71 million for the Financial Year 2023, primarily comprising
proceeds from issue of preference shares classified as financial liability of ₹5,000.00 million, repayment of short-term
borrowings (net) of ₹1,881.46 million and interest and other borrowing costs paid of ₹719.21 million.
Indebtedness
As of June 30, 2025, we had outstanding current borrowings of ₹5,720.50 million. Our borrowings are denominated in Indian
Rupee or US dollar as of such date. This includes ₹5,046.47 million of cumulatively compulsory convertible preference shares.
383Capital and Other Commitments
As of June 30, 2025, our estimated amount of contracts remaining to be executed on capital account for purchase of intangible
assets and not provided for (net of capital advances) was ₹15.74 million.
The following are the remaining contractual maturities of financial liabilities as of June 30, 2025. The amounts are gross and
undiscounted, and include estimated interest receipts / payments and exclude the impact of netting agreements.
(₹ in millions)
Undiscounted Amount
Particulars Discounted Carrying Amount
Within 1 year More than 1 year
Borrowings – Short term 5,720.50 5,720.50 –
Trade payables 4,606.06 4,606.06 –
Other financial liabilities 68.97 68.97 –
Total 10,395.53 10,395.53 –
Capital Expenditure as disclosed under the Segment Information in the Restated Consolidated Financial Information
Our capital expenditures as disclosed under the Segment Information in the Restated Consolidated Financial Information
primarily relate to plant and equipment, computers, office equipment, furniture and fixtures and intangible assets such as
software, patents and trademarks. Our capital expenditure as disclosed under the Segment Information in the Restated
Consolidated Financial Information amounted to ₹18.43 million, ₹64.34 million, ₹606.58 million and ₹607.16 million for three
months ended June 30, 2025, and for the Financial Years 2025, 2024 and 2023, respectively.
Our budgeted capital expenditures for the Financial Year 2026 primarily relate to plant and equipment and computers.
Contingent Liabilities
The following table sets forth our contingent liabilities as of June 30, 2025, as derived from our Restated Consolidated Financial
Information:
(₹ in millions)
Particulars As of June 30, 2025
Contingencies
Indirect Tax matters (refer note(a), (b) and (c)) 2,408.43
Claims against the holding company not acknowledged as debts
• Dividend on 0.01% Cumulative Compulsorily Convertible preference shares of ₹ 6,000 each
0.05
(refer note (d))
• Dividend on 0.01% Cumulative Compulsorily Convertible preference shares of ₹ 3 each (refer
-
note (d))
The holding company has received a show cause notice from the Commissioner of Customs (Import) alleging incorrect classification of the product “Bluetooth
Headphone” during the year ended March 31, 2022. The Company has filed an appeal before Commissioner of Customs (Import) ACC Sahar. The
holding company believes that it has a strong case and expects no significant outflow of liability. Hence same has been disclosed as contingent liabilities.
The above amount excludes interest and penalty (not quantified in order).
The holding company has received a show cause notice (SCN) No. 2061/2022-23 dated 13.02.23 from the Commissioner of Customs (Import) alleging incorrect
classification of the product “Bluetooth Headset and Headphone” during the year ended March 31, 2024, and claiming exemption benefit in terms of Sr.
No. 20 of Notification No. 57/17-Cus., dated 30.06.17, as amended. The SCN has been adjudicated. The Holding Company has filed an appeal before the
CESTAT, Mumbai, on April 23, 2025, bearing Appeal No. C/86271/2025, and is in the process of filing EH Application. The Holding Company believes
that it has a strong case and expects no significant outflow of liability. Hence same has been disclosed as contingent liabilities. The above amount
excludes interest and penalty (not quantified in order).
During the period ended March 31, 2025:
(i) The Holding Company has received a show cause notice(SCN) No. 561/2024-25 dated June 18, 2024 from the Commissioner of Customs
(Import), NS-V, JNCH alleging incorrect classification of the product ‘Bluetooth Headsets/ Headphones/ Earphones’, and claiming exemption
benefit in terms of Sr. No. 20 of Notification No. 57/17-Cus., dated June 30, 2017, as amended. The first personal hearing was held on May
29, 2025. However, pursuant to appointment of Commissioner of Customs, NS-V, JNCH as common adjudicating authority, re-hearing
conducted on August 4, 2025. An order 164/2025-26/COMMR/NSV/CAC/JNCH dated August 11, 2025 was issued. The holding company is
in the process of filing appeal against Order dated August 11, 2025 before CESTAT, Mumbai. The holding company believes that it has a
strong case and expects no significant outflow of liability. Hence same has been disclosed as contingent liabilities. The above amount excludes
interest and penalty (not quantified in order).
(ii) The holding company has received show cause notice (SCN) No. 190 / 2024-25 dated July 22, 2024 from the Commissioner of Customs
(Import), ACC Sahar, Mumbai, Commissioner of Customs, City Customs Commissionerate, Bengaluru and Additional Commissioner of
384Customs, Airport & ACC, Bengaluru alleging incorrect classification of the product ‘True Wireless Bluetooth Stereo
Headsets/Headphones/Earphones/Hands-free’. SCN has been adjudicated and has culminated in Order-in-Original No. CC-HB-38-2024-25-
ADJ-I-ACC dated February 15, 2025. The holding company filed an appeal before the CESTAT, Mumbai, on May 23, 2025 bearing Appeal
No. C/86275/2025, and is in the process of filing EH Application. The holding company believes that it has a strong case and expects no
significant outflow of liability. Hence same has been disclosed as contingent liabilities. The above amount excludes interest and penalty (not
quantified in order).
(iii) The Company has received show cause notice (SCN) No. 172/ 2024-25 dated August 12, 2024 from the Additional Commissioner of Customs,
Airport & ACC, Bengaluru, alleging incorrect classification of the product ‘True Wireless Bluetooth Stereo Headsets/
Headphones/Earphones/Hands-free/Headphone’ and claiming exemption benefit in terms of Sr. No. 20 of Notification No. 57/17-Cus., dated
June 30, 2017, as amended. The first personal hearing was held on December 4, 2024. However, pursuant to appointment of Commissioner
of Customs, NS-V, JNCH as common adjudicating authority, re-hearing conducted on August 4, 2025. An order 164/2025-26/COMMR/NS-
V/CAC/JNCH dated 11.08.25 was issued. The Company is in the process of filing appeal against Order dated August 11, 2025 before CESTAT,
Mumbai. The Company believes that it has a strong case and expects no significant outflow of liability. Hence same has been disclosed as
contingent liabilities. The above amount excludes interest and penalty (not quantified in order).
(iv) The Company has received show cause notice (SCN) No. 666/ 2024-25 dated October 14, 2024 from the Commissioner of Customs, City
Customs Commissionerate, Bengaluru, alleging incorrect classification of the product ‘True Wireless Bluetooth Stereo Headsets/
Headphones/Earphones’ and claiming exemption benefit in terms of Sr. No. 20 of Notification No. 57/17-Cus., dated June 30, 2017, as
amended. The first personal hearing was held on August 4, 2025. However, pursuant to appointment of Commissioner of Customs, NS-V,
JNCH as common adjudicating authority, re-hearing conducted on 04.08.25. An order 164/2025-26/COMMR/NS-V/CAC/JNCH dated
11.08.25 was issued. The Company is in the process of filing appeal against Order dated August 11, 2025 before CESTAT, Mumbai. The
Company believes that it has a strong case and expects no significant outflow of liability. Hence same has been disclosed as contingent
liabilities. The above amount excludes interest and penalty (not quantified in order).
# The below mentioned numbers are absolute and not in millions
(i) The holding company has issued 1,762 0.01% cumulative compulsorily convertible preference shares of ₹ 6,000 each which carry a right to
preferred cumulative dividend of 0.01% of the par value per annum as at June 30, 2025, the arrears of preferred cumulative dividend not yet
declared by the holding company amounts to ₹43,580 (March 31, 2025: ₹43,580, June 30, 2024: ₹35,809, March 31, 2024: ₹33,219, March
31, 2023: ₹22,857).
(i) During the year ended March 31, 2023, the holding company has issued 0.01% cumulative compulsorily convertible preference shares of ₹ 3
each which carry a right to preferred cumulative dividend of 0.01% of the par value per annum. As at June 30, 2025, the arrears of preferred
cumulative dividend not yet declared by the holding company amounts to ₹3,994 (March 31, 2025: ₹3,994, June 30, 2024: ₹2,496, March 31,
2024: ₹1,997 , March 31, 2023: ₹500)
Off-Balance Sheet Commitments and Arrangements
We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other entities 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. For details of our related party
transactions, see “Offer Document Summary – Summary of Related Party Transactions” on page 18.
Quantitative and Qualitative Analysis of Market, Credit and Liquidity Risks
Our business activities are exposed to a variety of financial risks, namely liquidity risk, market risk and credit risk. Our senior
management has the overall responsibility for establishing and governing our risk management framework. We have constituted
a Risk Management Committee, which is responsible for developing and monitoring our risk management policies. Our risk
management policies are established to identify and analyse the risks faced by us, to set and monitor appropriate risk limits and
controls, periodically review the changes in market conditions and reflect the changes in the policy accordingly. The key risks
and mitigating actions are also placed before the Audit Committee.
Liquidity Risk
Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial liabilities that
are proposed to be settled by delivering cash or other financial asset. Our financial planning has ensured, as far as possible, that
there is sufficient liquidity to meet the liabilities whenever due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to our reputation.
We regularly monitor the rolling forecasts to ensure we have sufficient cash on an on-going basis to meet operational needs.
Any short-term surplus cash generated, over and above the amount required for working capital management and other
operational requirements, is retained as cash and cash equivalents (to the extent required) and any excess is invested in interest
bearing term deposits with appropriate maturities to optimise the cash returns on investments while ensuring sufficient liquidity
to meet our liabilities.
Market Risk
385Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity prices. It will
affect our income or the value of our holdings of financial instruments.
Our size and operations result in it being exposed to the following market risks that arise from our use of financial instruments:
• currency risk
• price risk
• interest rate risk
Currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign
exchange rates. Our functional currency is Indian Rupees and our revenue is generated from operations in India. We do not
enter into any derivative instruments for trading or speculative purposes. Our borrowings are all in Indian rupees and US dollars.
Price risk
We are mainly exposed to the price risk due to our investment in debt mutual funds. The price risk arises due to uncertainties
about the future market values of these investments. We have laid policies and guidelines which we adhere to in order to
minimise price risk arising from investments in debt mutual funds.
Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk
of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest
rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in
the interest rates. Our portfolio of borrowings does not comprise of fixed rate loans.
We do not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss, except for series
C CCPS classified as financial liabilities, and we do not have any designate derivatives (interest rate swaps). Therefore, a change
in interest rates at the reporting date would not affect profit or loss.
Credit Risk
Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or fail to pay amounts due
causing financial loss to us. The potential activities where credit risks may arise include from cash and cash equivalents and
security deposits and principally from credit exposures to customers relating to outstanding receivables. The maximum credit
exposure associated with financial assets is equal to the carrying amount. Details of the credit risk specific to us along with
relevant mitigation procedures adopted have been enumerated below:
Trade receivables
Our exposure to credit risk is the exposure that we have major business dealings with few parties to whom sales are made on
credit basis and the contracted consideration is yet to be received. Majority of our sales are to customers that sell through e-
commerce marketplaces.
We have considered an assessment of past history and have taken into account various factors including future forecast
conditions for determination of allowance for expected credit loss.
Other financial assets
We maintain exposure in cash and cash equivalents and term deposits with banks. We have set counter-party limits based on
multiple factors including financial position, credit rating, etc. Our maximum exposure to credit risk as at June 30, 2025, March
31, 2025, March 31, 2024 and March 31, 2023 is the carrying value of each class of financial assets.
Significant Developments subsequent to June 30, 2025
Except as disclosed in this Updated Draft Red Herring Prospectus-I, no circumstances have arisen since the date of the last
financial statements as disclosed in this Updated Draft Red Herring Prospectus-I which materially or adversely affect or are
likely to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the
next twelve months.
386CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalisation as at June 30, 2025, derived from our Restated Consolidated
Financial Information, and as adjusted for the Offer. This table should be read in conjunction with “Risk Factors”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated Consolidated
Financial Information” on pages 28, 356 and 269, respectively.
(₹ in million, except ratios)
Particulars Pre-Offer as at June 30, 2025 As adjusted for the Offer(1)
Borrowings
Current borrowings (A) 5,720.50 [●]
Non-current borrowings (B) - [●]
Total Borrowings (A) + (B) = (C) 5,720.50 [●]
Equity
Equity share capital 96.15 [●]
Instruments entirely equity nature 108.71 [●]
Other equity 5,112.98 [●]
Total Equity (D) 5,317.84 [●]
Total Borrowings/ Total Equity (C/D) 1.08 [●]
Non-current borrowings /Total Equity (B/D) - [●]
Notes:
(1) To be updated upon finalization of the Offer Price.
387FINANCIAL INDEBTEDNESS
Our Company avails credit facilities in the ordinary course of business for inter-alia, meeting our working capital and business
requirements. Pursuant to our Articles of Association, subject to applicable laws, our Board may, from time to time, at their
discretion, raise or borrow or secure the payment of any sum or sum of money and may secure the payment or repayment of
such money by mortgage or charge upon the whole or any part of the assets and property of our Company (present and future),
including its uncalled and unpaid capital. For details regarding the borrowing powers of our Board, please see “Our
Management – Borrowing Powers” on page 251.
We have undertaken the necessary consents and made intimations, as applicable and to the extent required under the relevant
financing documentation for undertaking the activities in relation to the Offer.
As of the date of this Updated Draft Red Herring Prospectus – I, our Subsidiaries have not availed any borrowings. The details
of aggregate indebtedness of our Company as on August 31, 2025, is set forth below:
(in ₹ million)
Category of borrowing Sanctioned amount* Outstanding amount as on
August 31, 2025
Secured
Term loans - -
Working capital facilities 7,260.00 2,906.62*
- Fund based 804.01
7,260.00
- Non-fund based 2,102.61
Unsecured
Term Loans - -
Working capital facilities - -
Total 7,260.00 2,906.62
As certified by S.K. Patodia & Associates LLP, Chartered Accountants, by way of their certificate dated October 28, 2025.
* Includes the amount payable to the bank towards buyer’s credit amounting to ₹804.01 million.
Further, our outstanding borrowings are not subject to any credit ratings for the financial years ended March 31, 2025, March
31, 2024, and March 31, 2023.
Principal terms of the borrowings availed of by our Company
Set out below are the principal terms of the borrowing availed of by our Company:
Interest: In terms of the working capital facilities availed by our Company, the interest rate is typically floating rates of interest
linked to a base rate, as specified by respective lenders over a specific period of time plus a specified spread per annum and are
subject to mutual discussions between the relevant lenders and our Company. In most of our facilities, a spread per annum is
charged above these benchmark rates.
Final interest rates for our Company was between 7.95% to 11% based on different tenure and type of loans drawn during this
Financial Year.
Letter of Credit (LC) Commission – LC commission is charged by banks to our Company on issuance of an LC. The rates
charged varies from bank to bank. However, the range is 0.25% to 2.00%.
Stand by Letter of Credit (SBLC) commission – SBLC commission is charged by banks to our Company for issuing SBLC to
funding bank outside India or in Gujarat International Finance Tec-City (GIFT City) to pay to foreign vendors or fund the LC
on maturity. The rates charged varies from bank to bank. However, the range is 0.25% to 2.00%.
Penal interest: The terms of certain financing facilities availed by our Company prescribe penalties for non-compliance of
certain obligations by our Company. These include, inter alia, non-payment of interest or instalments, drawing over limit, non-
payment of interest or instalments to other institutions or banks, etc. Further, the default interest payable on the facilities availed
by our Company is typically 2.00% to 5.00% per annum over and above the applicable interest rate.
Tenor: The tenor of the facilities availed by our Company is typically 12 months from the date of sanction and are subject to
renewal on yearly basis. The tenor of the loans, LC, SBLC and other relevant funding instruments availed by the Company
range between 7 to 210 days.
Security: Below is the list of securities / collateral provided by our Company to the lenders for availing the borrowings:
Sr. Name of the lender Securities / collateral provided
No.
1. Citibank N.A. • First pari passu charge on current assets (stock and book debts); and
388Sr. Name of the lender Securities / collateral provided
No.
• Pledge on fixed deposits/ debt mutual funds of ₹ 140 million
2. RBL Bank Limited • First pari passu charge on the current assets of the Company (present and future) along with
Citibank, Hong Kong and Shanghai Banking Corporation Limited, HDFC Bank Limited and
ICICI Bank Limited; and
• Exclusive charge on fixed deposit of ₹ 75 million (10% of the limit of ₹ 750 million)
• Exclusive charge on fixed deposit of ₹ 1,500 million (100% of fixed deposit backed overdraft
limited)
3. HDFC Bank Limited • First pari pasu charge on stock in trade, book debt, and receivables (present and future); and
• Exclusive charge on fixed deposit in the form of 10% on the entire limit (i.e. ₹ 60 million
deposited with HDFC Bank Limited) together with all such sums standing to the credit of our
Company in fixed deposit account maintained with HDFC Bank and any interest from time to
time accruing in respect thereof.
4. ICICI Bank Limited • Exclusive charge on fixed deposit of ₹ 10 million
5. HSBC Bank • Pari passu charge on present and future inventory and receivables; and
• Deposit under lien worth ₹ 150 million
6. Ax is Bank • First pari passu charge on current assets (current and future stock and book debt)
• Fixed deposits of ₹ 75 million under lien
7. DB S Bank • First pari passu charge on current assets (current and future stock and book debt);
• Fixed deposits of ₹75 million under lien; and
• 10% Cash margin on transactional basis for LC Limits.
This is an indicative list and there may be additional requirements for creation of security under the various borrowing
arrangements entered into by our Company.
Re-payment: For working capital facilities, while the facilities are typically repayable on demand with an option for annual
review for each of the sub-limits, there may exist certain exclusive provisions of repayment for each of the sub-limits, subject
to the facility documentation for each lender.
Pre-payment: The working capital facilities availed by our Company typically have prepayment provisions which allow for
pre-payment of the outstanding loan amount subject to such prepayment penalties as may be decided by the lender at the time
of such prepayment, or as laid down in the facility document, as the case may be. For certain working capital facilities,
prepayment penalties may not be payable, subject to the conditions as specified in the facility documentation.
Pre-payment penalty: Prepayment penalty is levied by a bank in case company wishes to pre close the loan or liability towards
the bank. Such penalties are mutually agreed on case to case basis.
Covenants: Borrowing arrangements entered into by our Company for the working capital facilities typically contain various
restrictive conditions and covenants restricting certain corporate actions, and our Company is required to take the prior approval
of the lender or intimate the lender before carrying out such activities, including, among others, for:
(a) effect any change in the constitutional documents or management or capital structure of our Company;
(b) effect any change in the business of our Company;
(c) effect any change in the ownership, control or management of our Company;
(d) effect any reorganization, merger, amalgamation or scheme of arrangement or compromise;
(e) declare any dividend if any instalments towards principal amount or interest is unpaid after the due date;
(f) changes in the shareholding pattern of our Company;
(g) dilution of Promoters’ stake in our Company; and
(h) investment in, advance or loans to, and guarantees on behalf of any group company, associate, subsidiary or third
party.
This is an indicative list and there may be additional restrictive conditions and covenants under the various borrowing
arrangements entered into by our Company.
Events of Default: Borrowing arrangements entered into by our Company for the working capital loans contain standard events
of default, including:
(a) non-payment or default of principal and/or interest due on the loan obligation by our Company;
389(b) breach of any covenant, condition, agreement or any other conditions by our Company;
(c) proceedings relating to winding up, insolvency being initiated against our Company;
(d) security furnished by our Company becomes illegal, invalid, unenforceable or otherwise ceases to be in effect; and
(e) if our Company undergoes any material adverse change.
This is an indicative list and there may be additional terms that may amount to an event of default under the various borrowing
arrangements entered into by our Company.
Consequences of occurrence of events of default: In terms of our borrowing arrangements, due to the occurrence of events of
default, our lenders may include:
(a) declare all amounts outstanding in respect of facility due and immediately payable;
(b) demand to furnish more security;
(c) recall advance or the entire loan and take any recovery action;
(d) enforce security or change any of the terms of sanction;
(e) impose penal interest on the principal amount; and
(f) appoint a nominee director on Board of our Company.
The above is an indicative list and there may be additional consequences of an event of default under the various borrowing
arrangements entered into by us.
For risks in relation to the financial and other covenants required to be complied with in relation to our borrowings, see “Risk
Factors - We have entered into, and in the future may enter into, financing agreements containing terms or covenants that limit
our flexibility in operating our business. Our inability to meet our obligations, including financial and other covenants as well
as the payment of interest under our debt financing arrangements could adversely affect our business, results of operations and
financial condition and cash flows” on page 56.
390SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as stated in this section, as on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding, (i)
criminal proceedings (including matters at FIR stage where no/some cognizance has been taken by any court); (ii) actions
taken by statutory or regulatory authorities; (iii) claims related to direct or indirect taxes; and (iv) other pending litigation as
determined to be material as per the materiality policy adopted pursuant to a resolution passed by our Board on October 17,
2025 in each case involving our Company, its Subsidiaries, Promoters or Directors (“Relevant Parties”). Further, except as
disclosed in this section, there are no (a) disciplinary actions including penalties imposed by SEBI or stock exchanges against
our Promoters in the last five Financial Years including any outstanding action and (b) pending litigation involving our Group
Company which may have a material impact on our Company.
Further, except as disclosed in this section, there are no outstanding (i) criminal proceedings (including matters at FIR stage
where no/some cognizance has been taken by any court); and (ii) actions (including all disciplinary actions, penalties, and
show cause notices) taken by regulatory or statutory authorities involving our Key Managerial Personnel and Senior
Management
For the purpose of identification of material litigation in (iv) above, our Board has, pursuant to its resolution passed on October
17, 2025 considered and adopted the following policy on materiality with regard to outstanding litigation involving the Relevant
Parties to be disclosed in this Updated Draft Red Herring Prospectus – I. Accordingly, disclosures of the following types of
litigation involving our Company, its Subsidiaries, Promoters, Directors, Key Managerial Personnel and Senior Management
have been included.
All outstanding litigation involving the Relevant Parties, other than (i) outstanding criminal litigation (including matters at
FIR stage where no/some cognizance has been taken by any court), (ii) any outstanding tax matters (direct or indirect), (iii)
outstanding actions by statutory and regulatory actions (iv) disciplinary actions including penalty imposed by SEBI or Stock
Exchanges in the last five financial years against our Promoters including outstanding action, would be considered ‘material’
if:
I. such matters involve our Company, Subsidiaries, Promoters and Directors, where the value of expected impact in terms of
value by or against the respective entity in any such pending proceeding is in excess of ₹45.04 million, which is 5% of the
average of absolute value of restated profit for the year, based on the last three fiscal years’ consolidated financial
information of our Company;
II. where such matter involves our Promoters and Directors, in addition to the cases which shall be considered material in
terms of (a) above, in which our Promoters and Directors are a party to, all outstanding civil litigation against our
Promoters and Directors which may not meet the monetary threshold or is not determinable or quantifiable but
nonetheless, directly or indirectly, or together with similar other proceedings, have a material adverse effect on the
business, operations, performance or financial condition, prospects, reputation, position, results of operations or cash
flows of our Company;
III. pending litigations where the decision in one litigation is likely to affect the decision in similar litigations, even though the
value of expected impact in terms of value in an individual litigation may not exceed ₹45.04 million for litigation involving
our Company and Subsidiaries; and
IV. pending litigation which may not meet the monetary threshold or is not determinable or quantifiable but nonetheless,
directly or indirectly, or together with similar other proceedings, have a material adverse effect on the business, operations,
performance or financial condition, prospects, reputation, position, results of operations or cash flows of our Company.
It is clarified that for the above purposes, pre-litigation notices received by the Relevant Parties, including our Key Managerial
Personnel and Senior Management from third parties (excluding those notices issued by statutory or regulatory or taxation
authorities), have not been considered as litigation until such time that any of the Relevant Parties, including our Key
Managerial Personnel and Senior Management are impleaded as a defendant in the litigation proceedings before any judicial/
quasi-judicial or arbitral forum, unless otherwise decided by our Board. We have also disclosed matters relating to direct and
indirect taxes involving the Relevant Parties in a consolidated manner giving details of number of cases and total value of
expected impact in terms of value in such claims.
Except as stated in this section, there are no outstanding material dues to creditors of our Company. For this purpose, our
Board has, pursuant to its resolution passed on October 17, 2025, considered and adopted a policy of materiality for
identification of material outstanding dues to creditors. In accordance with the materiality policy, any outstanding dues to any
creditor of our Company have been considered ‘material’ if the amount of such outstanding dues to any creditor is in excess of
5% of the total trade payables of our Company as at June 30, 2025. The total trade payable of our Company as on June 30,
2025, were ₹ 4,606.06 million. Accordingly, as on June 30, 2025, any outstanding dues exceeding ₹ 230.30 million have been
391considered as material outstanding dues for the purposes of disclosure in this section.
Further, for outstanding dues to any micro, small or medium enterprise (“MSME”), the disclosure is based on information
available with our Company regarding status of the creditor as defined under the Micro, Small and Medium Enterprises
Development Act, 2006 as amended, read with the rules and notification thereunder.
1. Litigation involving our Company
Outstanding criminal proceedings involving our Company
Criminal proceedings initiated against our Company
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding criminal proceedings initiated against
our Company.
Criminal proceedings initiated by our Company
a. A criminal complaint was filed by our Company on January 3, 2024, before the Metropolitan Magistrate Court Judge at
Andheri, Mumbai under Sections 200 of the Code of Criminal Procedure read with Sections 138 and 141 of the Negotiable
Instruments Act, 1881, against Lalani Info Tech Limited (“Lalani Info Tech”), and the directors of Lalani Info Tech,
Kanhaiya Lal Lalani, Jugal Kishor Lalani and Sanjoy Hazra (collectively, the “Accused”), pursuant to dishonour of the
cheque and recovery of outstanding dues of ₹ 2.35 million. The matter is currently pending.
b. A first information report was filed by our Company on March 16, 2023, before the Central CEN Crime police station,
Central Division, at Bengaluru, Karnataka, under sections 66(c) and 66(d) of the Information Technology Act, 2008, and
sections 419 and 420 of the Indian Penal Code, 1860, against Syed Aakhib, for creating a fake e-mail ID in the name of
the Company and demanding money from the customers of the Company. The matter is currently pending.
Material outstanding civil litigation involving our Company
Material civil litigation initiated against our Company
a. Pareshkumar Naranbhai Patel (“Complainant”) has filed a consumer complaint dated December 6, 2023 and notice issued
date December 8, 2023, against the Company and others (collectively the “Accused”) before the District Consumer
Disputes Redressal Commission, Mehsana District at Mehsana, Gujarat, for non-replacement of “Airdrops kick carbon
black Model” airpods along with compensation worth ₹ 50.00 million for mental anguish. The case is currently pending.
b. Vikas Abhimanyu Gupta (“Plaintiff”) has filed a suit on March 7, 2025, against our Company and Dive Marketing Private
Limited, one of our Subsidiaries, (“Defendants”) alleging that the Defendants adopted certain trademarks, (“Impugned
Trademarks”) which are identical or deceptively similar to the Plaintiff’s registered trademarks, before the Hon’ble High
Court of Judicature at Bombay (“Bombay High Court”). The Bombay High Court by an order dated July 24, 2025,
granted an ad-interim relief in favour of the Plaintiff, by restraining the Defendants from using the Impugned Trademarks.
The matter is currently pending.
Material civil litigation initiated by our Company
a. Our Company filed a suit on September 17, 2019, against Exotic Mile (“Exotic Mile”) alleging infringement of
trademarks, copyrights, passing off, unfair competition, delivery up and damages before the Hon’ble High Court of Delhi
at New Delhi (“High Court”). The suit was filed in relation to the use of certain registered and unregistered marks of
Exotic Mile, including “BOULT”, which are phonetically and deceptively similar to the Company’s trademarks BOAT,
boAt, and . Exotic Mile has also adopted tagline “UNPLUG YOURSELF” which is similar to our
Company’s tagline “PLUG INTO NIRVANA” and certain of Exotic’s products are named “Boult BassBud” which is similar
to our Company’s product ‘boAt BassHeads’ (“BOULT”, “BOULT Audio” and “UNPLUG YOURSELF” collectively
referred to as “Impugned Marks”). Further, Exotic Mile has adopted similar get up and colour scheme for its packaging.
Accordingly, our Company sought a decree for, among others, permanent injunction restraining Exotic Mile from selling,
exporting, importing, offering for sale, distributing, advertising, or dealing in goods or services under the Impugned Marks
or any other mark, similar to our Company’s registered trademarks, amounting to, among others, infringement of
trademark, an order for rendition of accounts of profits illegally earned by Exotic Mile and for damages. On January 21,
2020, the High Court passed an injunction in favour of our Company restraining Exotic Mile from using the Impugned
Marks, till pendency of the suit. Exotic Mile has filed an appeal against the injunction granted in favour of the Company
and the matter is pending before the High Court. However, our Company has filed a special leave petition on March 5,
2025, before the Hon’ble Supreme Court of India (“Supreme Court”), to expedite the proceedings. On March 21, 2025,
the Supreme Court disposed off the special leave petition on account of the suit being listed for hearing before the High
Court. The High Court on September 15, 2025, passed an order to dispose off the appeal and Exotic Miles is restrained to
392use said trademarks as stated in the order. Our Company has filed an application dated October 9, 2025, before the High
Court seeking clarification to include the tradename “BOULT”. The matter is currently pending.
b. Our Company filed an application on September 1, 2025, against Bright Beginings Private Limited (“Corporate Debtor”)
seeking initiation of corporate insolvency resolution process (“CIRP”) under section 9 of the Insolvency and Bankruptcy
Code, 2016 (“Code”), for the unpaid operational debt in relation to their existing manufacturing and supply agreement
amounting to ₹ 62.30 million, which includes interest of ₹ 0.53 million, by the Operation Creditor. The matter is currently
pending.
Actions by statutory or regulatory authorities against our Company
a. Pursuant to a show cause notice dated October 15, 2024 issued by Superintendent of CGST Hauz Khas Division, Delhi
(“Superintendent”) and an order dated November 26, 2024 (“Order”) issued by Superintendent, the GST registration of
one of our offices was cancelled on account of non-existence of our Company’s presence. Our Company has filed a writ
petition dated October 7, 2025 to set aside the Order. The matter is currently pending.
2. Litigation involving our Promoters
Outstanding criminal proceedings involving our Promoters
Criminal proceedings against our Promoters
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding criminal proceedings initiated against
our Promoters.
Criminal proceedings initiated by our Promoters
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding criminal proceedings initiated by our
Promoters.
Pending action by statutory or regulatory authorities against our Promoters
As on the date of this Updated Draft Red Herring Prospectus – I, there are no pending actions initiated by statutory or regulatory
authorities against our Promoters.
Material outstanding civil litigation involving our Promoters
Material civil litigations initiated against our Promoters
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding material civil litigations initiated
against our Promoters.
Material civil litigations initiated by our Promoters
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding civil proceedings initiated by our
Promoters.
Disciplinary action including penalty imposed by SEBI or stock exchanges against our Promoters in the last five financial
years immediately preceding the date of filing of this Updated Draft Red Herring Prospectus – I
There has been no disciplinary action including penalty imposed by SEBI or stock exchanges against the Promoters in the last
five financial years immediately preceding the date of filing of this Updated Draft Red Herring Prospectus – I.
3. Litigation involving our Directors
Outstanding criminal proceedings involving our Directors
Criminal proceedings initiated against our Directors
a. Shemaroo Entertainment Limited (“Complainant”) filed a complaint dated April 15, 2025, against inter-alia, Vivek Gambhir,
one of our Directors in his capacity as director of Samast Technologies Private Limited under sections 175(3), 173(4) and
210 of Bharatiya Nagarik Suraksha Sanhita, 2023 for violation and infringement of copyrights owned by and causing wrongful
loss to the Complainant under section 63 and 69 of the Copyright Act, 1957 and sections 318(3) and 3(5) of the Bharatiya
Nyaya Sanhita, 2023, before the Chief Judicial Magistrate, Mumbai. The case is currently pending.
393Criminal proceedings initiated by our Directors
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding criminal proceedings initiated by our
Directors.
Material outstanding civil litigation involving our Directors
Material civil litigations initiated against our Directors
a. Rajesh Khandelwal (“Plaintiff”) filed a civil suit dated April 25, 2025, against inter-alia M/s. Ambuja Cements Limited
(“Defendant Company”) and Purvi Sheth (collectively, the “Defendants”), one of our Directors in her capacity as the non-
executive independent director of the Defendant Company before the District Judge, Ahmedabad, Gujarat (“District Judge”).
The Plaintiff allegedly claimed an amount of ₹ 46.59 million from the Defendants for his wrongful termination by the
Defendant Company. The Defendant Company has filed an application dated August 18, 2025, before the District Judge for
misjoinder of inclusion of inter-alia, Purvi Sheth as one of the Defendants. The matter is currently pending.
Material civil litigations initiated by our Directors
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding material civil litigation initiated by
our Directors.
Pending action by statutory or regulatory authorities against our Directors
a. Vivek Gambhir, one of our Director (“Noticee”), has received a show-cause notice dated March 1, 2024 from Inspector Legal
Metrology, Flying Squad, Pathanamthitta, in his capacity as a director of Honasa Consumer Limited (“Noticee Company”)
in relation to alleged non-compliance of mandatory declarations and labelling requirements under the Legal Metrology Act,
2009 and Legal Metrology (Packaged Commodities Rules), 2011, including inter alia, non-disclosure of maximum retail
price, customer care contact number and month and year of manufacturing. The Noticee and the Noticee Company filed an
application dated June 9, 2025 for compounding of the aforesaid non-compliances before the District Court, Pathanmittha,
Kerala (“District Court”) which was allowed by the District Court by way of its order dated June 23, 2025 pursuant to
payment of a compounding fee of ₹ 0.06 million. The case is pending before the District Court.
b. Vivek Gambhir, one of our Director (“Noticee”), has received a notice dated November 19, 2019, issued by the Legal
Metrology Officer (“Officer”) in his capacity as a director of Godrej Consumer Product Limited (“Noticee Company”) in
relation to alleged non-compliance of mandatory declarations and labelling requirements under the Legal Metrology Act,
2009 and Legal Metrology Packaged Commodities Rules, 2011, including non-disclosure of maximum retail price, and month
and year of manufacturing. The Officer filed a complaint dated May 7, 2025 before the 5th Joint Civil Judge Junior Division
and Judicial Magistrate First Class, Yavatmal against the Noticee and the Noticee Company for the aforesaid alleged non-
compliance. The matter is currently pending.
4. Litigation involving our Key Managerial Personnel
Outstanding criminal proceedings involving our Key Managerial Personnel
Criminal proceedings initiated against our Key Managerial Personnel
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding criminal proceedings initiated against
our Key Managerial Personnel.
Criminal proceedings initiated by our Key Managerial Personnel
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding criminal proceedings initiated by our
Key Managerial Personnel.
Pending action by statutory or regulatory authorities against our Key Managerial Personnel
As on the date of this Updated Draft Red Herring Prospectus – I, there are no pending actions by statutory or regulatory
authorities against our Key Managerial Personnel.
5. Litigation involving our Senior Management
Outstanding criminal proceedings involving our Senior Management
394Criminal proceedings initiated against our Senior Management
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding criminal proceedings initiated against
our Senior Management.
Criminal proceedings initiated by our Senior Management
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding criminal proceedings initiated by our
Senior Management.
Pending action by statutory or regulatory authorities against our Senior Management
As on the date of this Updated Draft Red Herring Prospectus – I, there are no pending actions by statutory or regulatory
authorities against our Senior Management.
6. Litigation involving our Subsidiaries
Outstanding criminal proceedings involving our Subsidiaries
Criminal proceedings against our Subsidiaries
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding criminal proceedings initiated against
our Subsidiaries.
Criminal proceedings initiated by our Subsidiaries
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding criminal proceedings initiated by our
Subsidiaries.
Material outstanding civil litigation involving our Subsidiaries
Material civil litigations initiated against our Subsidiaries
Except as disclosed in “- Litigation involving our Company - Material outstanding civil litigation involving our Company -
Material civil litigation initiated against our Company” on page 392, there are no material civil litigations against our
Subsidiaries.
Material civil litigations initiated by our Subsidiaries
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding material civil litigation initiated by
our subsidiaries.
Pending action by statutory or regulatory authorities against our Subsidiaries
As on the date of this Updated Draft Red Herring Prospectus – I, there are no pending actions taken by statutory or regulatory
authorities against our Subsidiaries.
7. Litigation involving our Group Company which may have a material impact on our Company
As on the date of this Updated Draft Red Herring Prospectus – I, our Group Company is not currently party to any pending
litigations which would have a material impact on our Company.
8. Tax claims
Except as disclosed below, there are no claims related to direct and indirect taxes, involving our Company, Directors, Promoters
and Subsidiaries:
Nature of cases No. of cases Total amount involved**
(₹ in million)
Litigation involving the Company
Direct tax Nil Nil
Indirect tax 10 2,408.43
Total 10 2,408.43
395Nature of cases No. of cases Total amount involved**
(₹ in million)
Litigation involving the Directors*
Direct tax 2 10.92
Indirect tax Nil Nil
Total 2 10.92
Litigation involving our Subsidiaries
Direct tax Nil Nil
Indirect tax Nil Nil
Total Nil Nil
Litigation involving our Promoters
Direct tax Nil Nil
Indirect tax Nil Nil
Total Nil Nil
*Including Promoter Directors
**to the extent quantified.
Material Tax Matters
1. A show cause notice dated November 5, 2021 (“SCN”) was issued against the Company by the Commissioner of
Customs (Import), Air Cargo Complex, Sahar, Mumbai (“Commissioner”) alleging that our Company imported
“Wireless Bluetooth Headsets” during the period of June 10, 2019, to December 26, 2020, being classified under tariff
item 8517 62 90 and also claimed benefit of rate @ 10% under SI. No. 20 of Notification No.57/17-Cus. dated June
30, 2017, as amended, and thereafter imposed a duty demand of ₹ 341.98 million along with application interest and
penal actions, through the SCN. The matter is currently pending.
2. A show cause notice dated February 3, 2023 (“SCN”) was issued against the Company by the Commissioner of
Customs (Import), Nhava Sheva-V, Jawaharlal Nehru Custom House (“Commissioner”) alleging that our Company
wrongly classified the issue of imported “Bluetooth headsets and Headphones” (“Goods”)under Heading 85.17 (as per
appellants I importer) against Heading 85.18 (as per Customs department) which were cleared upon payment of
customs duties under protest and thereafter imposed a duty demand of ₹ 93.92 million, through the SCN. An assessment
order dated January 31, 2025, has been passed by the Commissioner imposing a penalty of ₹ 93.92 million concerning
differential duty along with interest and the payment of a redemption fine of ₹ 100 million, in lieu of non-availability
of Goods for confiscation. The matter is currently pending.
3. A show cause notice dated June 18, 2024 (“SCN”) was issued against the Company by the Commissioner of Customs
(Import), Nhava Sheva-V, Jawaharlal Nehru Custom House (“Commissioner”) alleging that our Company wrongly
classified various models of “Bluetooth Headsets/ Headphones/ Earphones” under tariff item 8517 62 90 (as declared)
against under sub-Heading 851830 and eligibility to exemption benefit in terms of Sr. No. 20 of NN 57/17-Cus., dated
June 30, 2017, and thereafter imposed a duty demand of ₹ 295.29 million, through the SCN. An assessment order dated
August 11, 2025, has been passed by the Commissioner, imposed the penalty of ₹ 295.29 million. The matter is
currently pending.
4. A show cause notice dated July 22, 2024 (“SCN”) was issued against the Company by the Commissioner of Customs
(Import), Air Cargo Complex, Sahar, Mumbai (“Commissioner”) alleging that our Company wrongly classified
various models of “True Wireless Bluetooth Stereo Headsets/ Headphones/Earphones”(“Goods”), by classifying under
tariff item 8517 62 90 and claiming incorrect exemption benefit in terms of Sr. No. 20 of Notification No. 57/17-Cus.,
dated June 30, 2017, as amended and thereafter imposed a duty demand of ₹ 1,660.09 million, through the SCN. An
assessment order dated February 15, 2025, has been passed by the Commissioner, imposing a penalty of ₹ 1,660.09
million along with confiscation of the Goods. The matter is currently pending.
5. Show cause notices dated August 12, 2024 and October 14, 2024 (“SCNs”) were issued against our Company by the
Additional Commissioner, Bengaluru, ACC and the Commissioner of Customs, City Customs Commissionerate,
Bengaluru, respectively alleging that our Company wrongly classified various models of “Bluetooth Headset/
Headphones/ Earphones” (“Goods”), by classifying under tariff item 8517 62 90 and claiming incorrect exemption
benefit in terms of Sr. No. 20 of Notification No. 57/17-Cus., dated June 30, 2017, as amended and thereafter imposed
a duty demand of ₹ 3.63 million and ₹ 136.00 million, respectively through the SCNs. An assessment order dated
August 11, 2025, has been passed by the Commissioner of Customs (Import), Nhava Sheva-V, Jawaharlal Nehru
Custom House, imposing a penalty of ₹ 3.63 million and ₹ 136.00 million, respectively, along with confiscation of the
Goods. The matters are currently pending.
9. Outstanding dues to creditors
As of June 30, 2025, we had 522 creditors to whom an aggregate outstanding amount of ₹ 4,105.33 million was due. Further,
based on available information regarding status of the creditor as a micro, small or a medium scale enterprise as defined under
396section 2 of the Micro, Small and Medium Enterprises Development Act, 2006, as of June 30, 2025, our Company owes an
amount of ₹ 384.86 million including interest due to micro, small and medium enterprises.
As per the policy of materiality for identification of material outstanding dues to any creditor of our Company having monetary
value which exceed ₹ 230.30 million, which is 5% of the total trade payables of our Company as at June 30, 2025, have been
considered as ‘material’.
As of June 30, 2025, our Company has six material creditors, to whom our Company owes an aggregate of ₹ 1,777.42 million.
The details pertaining to outstanding over dues towards our material creditors is available on our Company’s website at
https://www.boat-lifestyle.com/pages/investor-relations.
Details of outstanding dues owed to material creditors, micro, small and medium enterprises and other creditors as of June 30,
2025, is set out below:
Type of creditors Number of creditors Amount involved
(in ₹ million)
Dues to micro, small and medium enterprises 145 384.86
Dues to Material creditors 6 1,777.42
Dues to Other creditors* 371 1,958.72
Total 522 4,105.33
* The above amount does not include effect of translation of foreign currency balances of creditors and provision for estimated expenses of ₹ 2.47 million and
₹ 482.59 million respectively.
Material developments since the last balance sheet date
Except as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Significant
Developments subsequent to June 30, 2025” on page 386, no circumstances have arisen since June 30, 2025, any circumstances
which materially and adversely affect, or are likely to affect, our operations, our trading, our profitability or the value of our
assets or our ability to pay our liabilities within the next 12 months from the date of this Updated Draft Red Herring Prospectus
– I.
397GOVERNMENT AND OTHER APPROVALS
We have set out below an indicative list of all material licenses, approvals, registrations and permits, as applicable, from
various governmental and regulatory authorities required to be obtained by our Company, our Material Subsidiaries, and our
Joint Venture, for the purposes of undertaking our business activities and operations (“Material Approvals”). In view of the
Material Approvals, we can undertake our current business activities as disclosed in this Updated Draft Red Herring
Prospectus – I. Unless otherwise stated, these Material Approvals are valid as of the date of this Updated Draft Red Herring
Prospectus – I. Certain approvals, licenses, registrations and permits may expire periodically in the ordinary course and
applications for renewal of such expired approvals are submitted in accordance with applicable requirements and procedures.
For details of risk associated with expiry and not obtaining or delay in obtaining the requisite approvals, or renewal of expired
approvals and Material Approvals required but not applied for, see “Risk Factors – We require certain licenses, permits and
approvals in the ordinary course of business and if we fail to obtain, maintain or renew these approvals, our business, results
of operations and cash flows may be adversely affected. In addition, we have certain obligations under policies imposed and
schemes launched by the government that may not be directly beneficial or profitable to our business” on page 55. For further
details in connection with the regulatory and legal framework within which we operate, see “Key Regulations and Policies in
India” on page 218.
I. Authorisation in relation to the Offer
For details regarding the approvals and authorisation obtained by our Company in relation to the Offer, see “Other
Regulatory and Statutory Disclosures – Authority for the Offer” on page 404.
II. Incorporation details of our Company
1. Certificate of incorporation dated November 1, 2013, issued to our Company by the RoC, in the name of ‘Imagine
Marketing Private Limited’.
2. Fresh certificate of incorporation dated January 24, 2022, issued by the RoC pursuant to conversion of our Company
to a public company, and consequential change in our name from ‘Imagine Marketing Private Limited’ to ‘Imagine
Marketing Limited’;
3. Set out below is the ISIN of the securities of our Company:
Security ISIN
Equity Shares INE03AV01027
Series A CCPS INE03AV03015
Series A1 CCPS INE03AV03023
Series B CCPS INE03AV03031
Series B1 CCPS INE03AV03049
Series C CCPS INE03AV03056
For details of the incorporation of our Company, Material Subsidiaries and our Joint Venture, see “History and Certain
Corporate Matters - Brief history of our Company” and “History and Certain Corporate Matters - Our Subsidiaries
and Joint Venture” on pages 226 and 238 respectively.
III. Tax related approvals
1. The permanent account number of our Company is AADCI3821M.
2. The tax deduction account number of our Company is MUMI11421E.
3. GST registrations under applicable central and state goods and service tax legislations for our Registered Office,
Corporate Office, other stores and warehouses located in the states of Maharashtra, Gujarat, Haryana, Karnataka,
Tamil Nadu, Telangana, Uttar Pradesh, West Bengal and National Capital Region of Delhi.
4. Professional tax registrations under the applicable state specific laws obtained by our Company.
IV. Labour and employment related approvals
We are required to obtain registrations under applicable labour law legislations including the Employees’ Provident
Fund and Miscellaneous Provisions Act, 1952; the Employees’ State Insurance Act, 1948; the Contract Labour
(Regulation and Abolition) Act, 1970; shops and establishment legislations for registered office, corporate office and
all the stores.
V. Material Approvals in relation to the business of our Company
1. Our Company has obtained certificates of registration under Legal Metrology (Packaged Commodities), Rules 2011,
398issued by the Department of Consumer Affairs, as (i) an importer and (ii) a manufacturer and packer for its products.
2. Certificate of Importer-Exporter Code issued by the Director General of Foreign Trade, Ministry of Commerce and
Industry.
3. Our Company has obtained licenses from Bureau of Indian Standards (“BIS”), (typically valid for two years and
subject to renewal), Wireless Planning and Coordination (“WPC”) and International Mobile Equipment Identity
(“IMEI”) registrations for its various products being manufactured by other entities, including electrical musical
system, wireless headphones and earphones, smart watches, keyboards, power banks for use in portable applications
and charging case.
4. Our Company has obtained the registration certificate for producer under the Battery Waste Management Rules, 2022,
extended producer responsibility registration certificate of producer under the E-Waste (Management) Rules, 2022, as
amended, and registration certificate for brand owner under the Plastic Waste Management Rules, 2016, issued by the
Central Pollution Control Board.
5. Consent to establish and consent to operate issued by the Maharashtra Pollution Control Board, Mumbai, under the
Water (Prevention and Control of Pollution) Act, 1974 and Air (Prevention and Control of Pollution) Act, 1981,
through which we undertake our business operations in our warehouse facility.
VI. Material Approvals in relation to our Material Subsidiaries
(A) Imagine Marketing Singapore Pte. Ltd.:
Nil
(B) KaHa Pte. Ltd.:
1. Our Material Subsidiary, KaHa Pte. Ltd. has obtained a dealer license issued by IMDA under the Telecommunications
(Dealers) Regulations.
VII. Material Approvals in relation to our Joint Venture, Califonix Tech and Manufacturing Private Limited
1. License issued under the Factories Act, 1948.
2. Consent to establish and consent to operate issued by the Uttar Pradesh Pollution Control Board, Lucknow, under the
Water (Prevention and Control of Pollution) Act, 1974 and Air (Prevention and Control of Pollution) Act, 1981,
through which we undertake our business operations by our manufacturing facility.
3. No objection certificates from the fire department and Electrical Safety Directorate.
4. Registrations under the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952; the Employees’ State
Insurance Act, 1948; and Contract Labour (Regulation and Abolition) Act, 1970.
VIII. Pending Material Approvals in relation to the business of our Company and Material Subsidiaries:
(A) Material Approvals or renewals in relation to the business applied for but not received:
1. In relation to our Company:
Nil
2. In relation to our Material Subsidiary, Imagine Marketing Singapore Pte. Ltd.:
Nil
3. In relation to our Material Subsidiary, KaHa Pte. Ltd.:
Nil
4. In relation to our Joint Venture, Califonix Tech and Manufacturing Private Limited:
Nil
(B) Material Approvals or renewals in relation to the business expired and not applied for renewal:
3991. In relation to our Company:
Nil
2. In relation to our Material Subsidiary, Imagine Marketing Singapore Pte. Ltd.:
Nil
3. In relation to our Material Subsidiary, KaHa Pte. Ltd.:
Nil
4. In relation to our Joint Venture, Califonix Tech and Manufacturing Private Limited:
Nil
(C) Material Approvals required for our business but not yet applied for:
1. In relation to our Company:
Nil
2. In relation to our Material Subsidiary, Imagine Marketing Singapore Pte. Ltd.:
Nil
3. In relation to our Material Subsidiary, KaHa Pte. Ltd.:
Nil
4. In relation to our Joint Venture, Califonix Tech and Manufacturing Private Limited:
Nil
IX. Intellectual Property
1. In relation to our Company:
As on the date of this Updated Draft Red Herring Prospectus – I, our Company has 1 registered website-domain name,
82 registered trademarks in India, 25 registered trademarks outside India, 20 registered designs and 1 registered
copyright. Further, as on the date of this Updated Draft Red Herring Prospectus – I, we have made 30 applications for
registration of trademarks and 7 applications for registration of patents in India, 9 applications for registration of
trademarks outside India which are pending at various stages.
2. In relation to our Material Subsidiary, Imagine Marketing Singapore Pte. Ltd.:
As on the date of this Updated Draft Red Herring Prospectus – I, Imagine Marketing Singapore Pte. Ltd. has no
registered intellectual property.
3. In relation to our Material Subsidiary, KaHa Pte. Ltd.:
As on the date of this Updated Draft Red Herring Prospectus – I, KaHa Pte. Ltd. has 19 registered patents in India, 24
registered patents outside India, 15 registered trademarks in India, 26 registered trademarks outside India, and 1
registered design outside India. Further, as on the date of this Updated Draft Red Herring Prospectus – I, KaHa Pte.
Ltd. has made applications for 31 patents, which consists of 13 patent applications in India and 18 patent applications
outside India, which are pending at various stages.
4. In relation to our Joint Venture, Califonix Tech and Manufacturing Private Limited:
As on the date of this Updated Draft Red Herring Prospectus – I, Califonix Tech and Manufacturing Private Limited
has no registered intellectual property.
For further details in relation to intellectual property of our Company, our Material Subsidiaries and our Joint Venture, see
“Our Business - Intellectual Property” and “History and certain Corporate Matters – Other material agreements - Intellectual
property rights and related agreements” on pages 214 and 238 respectively, and for risks associated with our intellectual
property, see “Risk Factors ― We require certain licenses, permits and approvals in the ordinary course of business and if we
400fail to obtain, maintain or renew these approvals, our business, results of operations and cash flows may be adversely affected.
In addition, we have certain obligations under policies imposed and schemes launched by the government that may not be
directly beneficial or profitable to our business” on page 55.
401OUR GROUP COMPANY
In accordance with the SEBI ICDR Regulations and for the purpose of identification and disclosures in this Updated Draft Red
Herring Prospectus – I, ‘group company’ of our Company shall include:
(i) companies (other than Subsidiaries and our Promoters) with which there were related party transactions, during the
period for which financial information is disclosed in this Updated Draft Red Herring Prospectus – I; and
(ii) other companies as considered material by our Board.
With respect to (ii) above, our Board in its meeting held on October 17, 2025, has considered such companies (other than our
Corporate Promoter and Subsidiaries) that are a part of the Promoter Group with which there were transactions for the financial
year ended March 31, 2025, included in the Restated Consolidated Financial Information, which individually or in aggregate,
exceeds 10% of the restated revenue from operations of our Company, as derived from the Restated Consolidated Financial
Information shall also be classified as group company.
Based on the parameters outlined above, as on the date of this Updated Draft Red Herring Prospectus – I, our Company has
identified Califonix Tech and Manufacturing Private Limited as the Group Company.
Except as indicated below, certain financial information in relation to our Group Company for the previous three financial
years, extracted from its audited standalone financial statements, is available at the website our Company, at www.boat-
lifestyle.com/pages/investor-relations, in accordance with the SEBI ICDR Regulations.
Our Company will be providing links to such websites solely to comply with the requirements specified under the SEBI ICDR
Regulations. Such financial information of our Group Company and other information that will be provided on the websites
will not constitute a part of this Updated Draft Red Herring Prospectus – I. Such information should not be considered as part
of information that any investor should consider before making any investment decision.
Details of our Group Company
The details of our Group Company are provided below:
Califonix Tech and Manufacturing Private Limited (“Califonix”)
Registered Office
The registered office of Califonix is situated at B-14 & 15 Phase-II, Gautam Buddha Nagar, Noida – 201 305 Uttar Pradesh,
India. For further details on Califonix, please see “History and Other Corporate Matters – Our Subsidiaries and Joint Venture”
on page 238.
Financial information
Certain financial information with respect to reserves (excluding revaluation reserve), sales, profit after tax, earnings per share,
diluted earnings per share and net asset value, derived from the audited standalone financial statements of Califonix for the
financial year ended March 31, 2025, March 31, 2024 and March 31, 2023, as required by the SEBI ICDR Regulations, is
available on the website of our Company at www.boat-lifestyle.com/pages/investor-relations.
Nature and extent of interest of Group Company
In the promotion of our Company
Our Group Company does not have any interest in the promotion of our Company.
In the properties acquired by our Company in the past three years before filing this Updated Draft Red Herring Prospectus
– I or proposed to be acquired by our Company
Our Group Company is not interested in the properties acquired by our Company in the three years preceding the filing of this
Updated Draft Red Herring Prospectus – I or proposed to be acquired by our Company.
In transactions for acquisition of land, construction of building and supply of machinery, etc.
Our Group Company is not interested, directly or indirectly, in any transactions for acquisition of land, construction of building
or supply of machinery, etc. entered into by our Company.
Common pursuits among the Group Company and our Company
402Our Group Company is engaged in a line of business that is similar and/ or synergistic to our Company. However, there is no
conflict of interest between our Group Company and our Company and our Company will adopt necessary procedures and
practices as permitted by law and regulatory guidelines to address any conflict situations if and when they arise.
Related business transactions with our Group Company and significance on the financial performance of our Company
Except as disclosed in “Offer Document Summary – Summary of Related Party Transactions” and “Restated Consolidated
Financial Information – Note No. 37” on pages 18 and 325, there are no related business transactions with our Group Company
that impact the financial performance of our Company.
Litigation
As on the date of this Updated Draft Red Herring Prospectus – I, there is no pending litigation involving our Group Company
which will have a material impact on our Company.
Business interest of Group Company
Except in the ordinary course of business and as stated in “Restated Consolidated Financial Information – Note No. 37” on
page 325, our Group Company does not have any business interest in our Company.
Other Confirmations
Our Group Company does not have any securities listed on a stock exchange.
Further, our Group Company has not made any public or rights issue (as defined under the SEBI ICDR Regulations) of securities
in the three years preceding the date of this Updated Draft Red Herring Prospectus – I.
Our Group Company does not have any conflict of interest with the lessors of the immovable properties of our Company which
are crucial for the operations of our Company. Further, neither our Group Company nor its directors have any conflict of interest
with the suppliers of raw materials and third party service providers of our Company (which are crucial for operations of our
Company).
403OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
The Offer has been authorised by our Board pursuant to the resolution passed at their meeting dated January 23, 2025, and our
Shareholders have authorised the Fresh Issue pursuant to the special resolution passed at their extraordinary general meeting
dated February 15, 2025. 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 March 31, 2025.
The Pre-filed Draft Red Herring Prospectus was approved pursuant to a resolution passed by our Board on April 3, 2025.
Further, this Updated Draft Red Herring Prospectus – I has been approved pursuant to a resolution passed by our Board on
October 28, 2025.
Each of the Selling Shareholders have, severally and not jointly, authorised its participation in the Offer for Sale to the extent
of its respective portion of the Offered Shares, pursuant to their respective consent letters, as set out below. For details, see
“The Offer” on page 71.
S. No. Selling Shareholder Number of Offered Shares Aggregate Date of consent Date of corporate
(assuming full conversion of proceeds from the letter action / board
the outstanding Preference Offered Shares resolution /
Shares held as on the date of authorisation
this Updated Draft Red letter
Herring Prospectus – I)
Promoter Selling Shareholders
1. Sameer Ashok Mehta Up to [●] Equity Shares of face Up to ₹750.00 March 31, 2025 N.A.
value of ₹1 each million
2. Aman Gupta Up to [●] Equity Shares of face Up to ₹2,250.00 March 31, 2025 N.A.
value of ₹1 each million
3. South Lake Investment Ltd Up to [●] Equity Shares of face Up to ₹5,000.00 March 31, 2025 March 28, 2025
value of ₹1 each million
Investor Selling Shareholders
4. Fireside Ventures Investment Up to [●] Equity Shares of face Up to ₹1,500.00 March 31, 2025 March 24, 2025
Fund-I (Scheme of Fireside value of ₹1 each million
Ventures Investment Trust)
5. Qualcomm Ventures LLC Up to [●] Equity Shares of face Up to ₹500.00 March 31, 2025 January 27, 2025
value of ₹1 each million
Each of the Selling Shareholders, severally and not jointly, confirms that its respective portion of the Offered Shares are eligible
to be offered for sale in the Offer in accordance with Regulation 8 of the SEBI ICDR Regulations as on the date of this Updated
Draft Red Herring Prospectus – I. Each of the Selling Shareholders, severally and not jointly, confirms that their respective
portion of the Offered Shares is eligible to be offered for sale in the Offer in accordance with Regulation 8A of the SEBI ICDR
Regulations, to the extent applicable to such Selling Shareholder, as on the date of this Updated Draft Red Herring Prospectus
– I.
Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to their
letters each dated June 3, 2025.
Prohibition by SEBI, RBI or other Governmental Authorities
Our Company, our Promoters, the members of our Promoter Group, our Directors and the persons in control of our Company
are not prohibited from accessing the capital market or debarred from buying, selling or dealing in securities under any order
or direction passed by SEBI or any securities market regulator in any other jurisdiction or any other authority/court.
Each of the Selling Shareholders, severally and not jointly, confirms that it is not prohibited from accessing the capital market
or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any securities market
regulator in any other jurisdiction or any other authority/court.
None of our Promoters or our Directors are directors or promoters of any other company which has been debarred from
accessing the capital markets under any order or direction passed by SEBI or any securities market regulator in any other
jurisdiction or any other authority/court.
None of our Company, our Promoters or our Directors have been declared as Wilful Defaulters or Fraudulent Borrowers by
any bank or financial institution or consortium thereof in accordance with the guidelines on Wilful Defaulters or Fraudulent
Borrowers issued by the RBI.
None of our Individual Promoters or our Directors have been declared as Fugitive Economic Offenders.
404All the Equity Shares are fully paid up and there are no partly paid up Equity Shares as on the date of filing of this Updated
Draft Red Herring Prospectus – I.
Directors associated with the Securities Market
Except for Aashish Ramdas Kamat, Independent Director, who is on the board of IDFC First Bank Limited, which has a license
from SEBI to act as a stock broker, none of our Directors are associated with the securities market in any manner or registered
with SEBI, in the five years preceding the date of this Updated Draft Red Herring Prospectus – I.
Confirmation under Companies (Significant Beneficial Owners) Rules, 2018
Our Company, our Promoters, members of our Promoter Group and each of the Selling Shareholders, severally and not jointly,
confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, to the extent applicable
to it, in respect of its respective holding in our Company, as on the date of this Updated Draft Red Herring Prospectus – I.
Eligibility for the Offer
Our Company is eligible for the Offer in accordance with Regulation 6(2) of the SEBI ICDR Regulations, which states as
follows:
“An issuer not satisfying the condition stipulated in sub-regulation (1) of the SEBI ICDR Regulations shall be eligible to make
an initial public offer only if the issue is made through the book-building process and the issuer undertakes to allot at least
seventy-five per cent of the net offer to qualified institutional buyers and to refund the full subscription money if it fails to do
so.”
We are an unlisted company that does not satisfy the conditions as specified in Regulation 6(1)(b) of the SEBI ICDR
Regulations since we did not have an average operating profit of at least ₹ 150 million, calculated on a restated and on
consolidated basis, during the preceding three financial years ended March 31, 2025, March 31, 2024, and March 31, 2023.
(In ₹ million)
Financial year
Financial year ended Financial year ended
Particulars ended March 31,
March 31, 2025 March 31, 2024
2023
Net Tangible Assets* as at, as restated and consolidated (A) 1,821.99 970.88 1,486.01
Operating Profit / (Loss)** for the year ended, as restated and
780.50 (455.56) (1,117.48)
consolidated (B)
Net Worth*** as at, as restated and consolidated (C) 4,320.08 3,761.55 4,545.84
Monetary Assets# as at, as restated and consolidated (D) 697.68 464.45 318.02
Monetary Assets, as restated and consolidated, as a % of Net
Tangible Assets, as restated and consolidated (E) = (D)/(A) 38.29% 47.84% 21.40%
(in %)
* Net Tangible Assets, as restated and consolidated, mean the sum of all net assets of the Group, its associates and its joint ventures and excluding intangible
assets, intangible assets under development and goodwill, each on restated and consolidated basis and as defined in Indian Accounting Standard 38.
** Restated and consolidated Operating Profit / (Loss) has been calculated as restated and consolidated profit / (loss) before tax excluding other income
and finance costs each on a restated and consolidated basis.
*** Restated and consolidated Net Worth has been defined as the aggregate value of the paid-up equity share capital, instruments entirely equity in nature
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, deferred expenditure and miscellaneous expenditure not written off, as per the restated statement of assets
and liabilities, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation on a restated and
consolidated basis.
# Restated and consolidated Monetary Assets = Cash on hand + balance with bank in current accounts + balance with bank in deposit accounts + other
bank balances - lien on deposit accounts on restated and consolidated basis.
We are, therefore, required to allot not less than 75% of the Offer to QIBs to meet the conditions as detailed under Regulation
6(2) of the SEBI ICD R Regulations. In the event we fail to do so, the full application monies shall be refunded to the Bidders,
in accordance with the SEBI ICDR Regulations. Provided that in accordance with Regulation 40(3) of the SEBI ICDR
Regulations, the QIB Portion will not be underwritten by the Underwriters, pursuant to the Underwriting Agreement. Further,
not more than 15% of the Offer shall be available for allocation to NIBs of which one-third of the Non-Institutional Category
shall be available for allocation to Bidders with an application size of more than ₹200,000 and up to ₹1,000,000 and two-thirds
of the Non-Institutional Category shall be available for allocation to Bidders with an application size of more than ₹1,000,000
provided that under-subscription in either of these two sub-categories of the Non-Institutional Category may be allocated to
Bidders in the other sub-category of Non-Institutional Category in accordance with the SEBI ICDR Regulations, subject to
valid Bids being received at or above the Offer Price. Further, not more than 10% of the 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.
Our Company shall not make an Allotment if the number of prospective Allottees is less than 1,000 in accordance with
Regulation 49(1) of the SEBI ICDR Regulations and other applicable law, failing which the entire application monies shall be
405refunded forthwith, in accordance with the SEBI ICDR Regulations and other applicable laws. Further, our Company confirms
that it is not ineligible to make the Offer in terms of Regulation 5 and Regulation 59E of the SEBI ICDR Regulations, to the
extent applicable. Our Company is in compliance with the conditions specified in Regulations 5 and 7(1), to the extent
applicable, of the SEBI ICDR Regulations and will ensure compliance with the conditions specified in Regulation 7(2) of the
SEBI ICDR Regulations, to the extent applicable.
The details of compliance of our Company with the conditions as specified under Regulations 5 and 7(1) of the SEBI ICDR
Regulations are as follows:
(i) Our Company, our Promoters, members of our Promoter Group, our Directors and the persons in control of our
Company are not debarred from accessing the capital markets by SEBI;
(ii) Each of the Selling Shareholders, severally and not jointly, are not debarred from accessing the capital markets by
SEBI;
(iii) The companies with which our Promoters or our Directors are associated as a promoter or director are not debarred
from accessing the capital markets by SEBI;
(iv) None of our Company, our Promoters or our Directors are declared as a Wilful Defaulter or Fraudulent Borrower;
(v) None of our Individual Promoters or our Directors have been declared as a Fugitive Economic Offender;
(vi) Except employee stock options granted pursuant to the ESOP Schemes and conversion of outstanding Preference
Shares into Equity Shares prior to the filing of the Red Herring Prospectus with the RoC, there are no and will be 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 until SEBI recommends any changes or issues observations on this Updated
Draft Red Herring Prospectus – I. For further details, see “Capital Structure” on page 90;
(vii) Our Company along with Registrar to the Offer has entered into tripartite agreements dated January 18, 2022, and
December 30, 2021, with NSDL and CDSL, respectively, for dematerialisation of the Equity Shares;
(viii) All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of this
Updated Draft Red Herring Prospectus – I.
(ix) There are no requirements to make firm arrangements of finance under Regulation 7(1)I of the SEBI ICDR Regulations
through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised
through the Fresh Issue.
Our Company confirms that it is also in compliance with the other conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations and will ensure compliance with the conditions specified in Regulation 7(2) of the SEBI ICDR Regulations.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS UPDATED DRAFT RED HERRING
PROSPECTUS – I TO SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”) SHOULD NOT, IN ANY WAY,
BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES
NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE
STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS UPDATED DRAFT RED HERRING PROSPECTUS
– I. THE BOOK RUNNING LEAD MANAGERS, BEING ICICI SECURITIES LIMITED, GOLDMAN SACHS
(INDIA) SECURITIES PRIVATE LIMITED, JM FINANCIAL LIMITED AND NOMURA FINANCIAL ADVISORY
AND SECURITIES (INDIA) PRIVATE LIMITED (“BRLMS”), HAVE CERTIFIED THAT THE DISCLOSURES
MADE IN THIS UPDATED DRAFT RED HERRING PROSPECTUS – I ARE GENERALLY ADEQUATE AND ARE
IN CONFORMITY WITH THE SEBI ICDR REGULATIONS. 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 OUR COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS UPDATED DRAFT RED HERRING PROSPECTUS – I, THE BRLMS ARE EXPECTED
TO EXERCISE DUE DILIGENCE TO ENSURE THAT OUR COMPANY DISCHARGES ITS RESPONSIBILITIES
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLMS HAVE FURNISHED TO SEBI,
A DUE DILIGENCE CERTIFICATE DATED APRIL 3, 2025, IN THE FORMAT PRESCRIBED UNDER
SCHEDULE V (FORM AA) OF THE SEBI ICDR REGULATIONS.
406THE FILING OF THIS UPDATED DRAFT RED HERRING PROSPECTUS – I DOES NOT, HOWEVER, ABSOLVE
OUR 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 BRLMS, ANY IRREGULARITIES OR LAPSES IN THIS UPDATED DRAFT
RED HERRING PROSPECTUS – I.
Disclaimer from our Company, the Directors, the Selling Shareholders and BRLMs
Our Company, each of the Selling Shareholders, severally and not jointly, our Directors and the BRLMs accept no responsibility
for statements made otherwise than in this Updated Draft Red Herring Prospectus – I or in the advertisements or any other
material issued by or at our instance and anyone placing reliance on any other source of information, including our Company’s
website www. boat-lifestyle.com, or the respective websites of any affiliate of our Company would be doing so at their own
risk. It is clarified that each of the Selling Shareholders, severally and not jointly, their respective directors, affiliates, partners,
trustees, associates, and officers, as applicable, accept no responsibility for any statements made or undertakings provided in
this Updated Draft Red Herring Prospectus – I other than those specifically made or confirmed by such Selling Shareholder,
solely, in relation to itself as a Selling Shareholder and its respective proportion of the Offered Shares.
The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement, and as will be provided
for in the Underwriting Agreement.
All information, to the extent required in relation to the Offer, shall be made available by our Company, each of the Selling
Shareholders, severally and not jointly (only to the extent the information pertains to such Selling Shareholder and its respective
portion of Offered Shares), and the BRLMs to the Bidders and the public at large and no selective or additional information
would be made available for a section of the investors in any manner whatsoever, including at road show presentations, in
research or sales reports, at the Bidding Centres or elsewhere.
Bidders will be required to confirm and will be deemed to have represented to our Company, each of the Selling Shareholders,
the Underwriters and their respective directors, officers, agents, affiliates, trustees and representatives, as applicable, 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. Our Company, each of the Selling Shareholders, the Underwriters and
each of their respective directors, officers, agents, affiliates, trustees and representatives, as applicable, accept no responsibility
or liability for advising any investor on whether such investor is eligible 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, our Subsidiaries, each of the Selling Shareholders and our Group Company, and
their respective directors and officers, partners, trustees, 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,
each of the Selling Shareholders, our Subsidiaries and our Group Company, and each of their respective directors and officers,
partners, trustees, affiliates, associates or third parties, for which they have received, and may in the future receive,
compensation.
Disclaimer in respect of jurisdiction
The Offer is being made in India to persons resident in India (who are competent to contract under the Indian Contract Act,
1872, including Indian nationals resident in India, HUFs, companies, other corporate bodies and societies registered under the
applicable laws in India and authorised to invest in shares, domestic Mutual Funds, 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 respective constitution to hold and invest in equity shares, state industrial development corporations,
public financial institutions as specified under Section 2(72) of the Companies Act, venture capital funds, permitted insurance
companies registered with IRDAI, provident funds with minimum corpus of ₹250 million (subject to applicable law) and
pension funds with minimum corpus of ₹250 million registered with the Pension Fund Regulatory and Development Authority
established under section 3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, National Investment
Fund, insurance funds set up and managed by army, navy or air force of Union of India, insurance funds set up and managed
by the Department of Posts, GoI, Systemically Important NBFCs registered with the RBI and registered multilateral and
bilateral development financial institutions) and permitted Non-Residents including FPIs and Eligible NRIs and AIFs that they
are eligible under all applicable laws and regulations to purchase the Equity Shares.
This Updated Draft Red Herring Prospectus – I 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 Updated Draft Red Herring Prospectus – I comes is required to inform him or herself about,
and to observe, any such restrictions. Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate
court(s) in Mumbai, India only. This Updated Draft Red Herring Prospectus – I does not constitute an invitation to subscribe to
407or purchase the Equity Shares in the Offer in any jurisdiction, including India. No action has been, or will be, taken to permit a
public offering in any jurisdiction where action would be required for that purpose, except that this Updated Draft Red Herring
Prospectus – I has been filed with the SEBI for its observations. Accordingly, the Equity Shares represented thereby may not
be issued, directly or indirectly, and this Updated Draft Red Herring Prospectus – I may not be distributed in any jurisdiction,
except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Updated Draft Red
Herring Prospectus – I nor any offer or sale hereunder shall, under any circumstances, create any implication that there has been
no change in the affairs of our Company or any of the Selling Shareholders since the date of this Updated Draft Red Herring
Prospectus – I or that the information contained herein is correct as at any time subsequent to this date. Invitations to subscribe
to or purchase the Equity Shares in the Offer will be made only pursuant to the Red Herring Prospectus if the recipient is in
India or the preliminary offering memorandum for the Offer, which comprises the 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 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.
Eligibility and Transfer Restrictions
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any
other applicable law of the United States, and unless so registered, may not be offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and in accordance with any applicable U.S. state securities laws. Accordingly, the Equity Shares are being
offered and sold (a) outside the United States in offshore transactions as defined in and in compliance with Regulation
S and the applicable laws of the jurisdictions where those offers and sales are made, and (b) in the United States only to
persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities
Act) pursuant to Section 4(a) of the U.S. Securities Act. 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 or such jurisdiction.
Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number of
Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree in the
Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein, including
any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar
security, other than in accordance with applicable laws.
Disclaimer Clause of BSE
As required, a copy of the Pre-filed Draft Red Herring Prospectus was submitted to BSE. The disclaimer clause as intimated
by BSE to our Company, post scrutiny of the Pre-filed Draft Red Herring Prospectus is as set forth below:
“BSE Limited (“the Exchange”) has given vide its letter dated June 3, 2025, permission to this Company to use the Exchange’s
name in this offer document as one of the stock exchanges on which this 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 contents 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 acquires any securities of this Company may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which
may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything
stated or omitted to be stated herein or for any other reason whatsoever.”
Disclaimer Clause of NSE
As required, a copy of the Pre-filed Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as intimated
by NSE to our Company, post scrutiny of the Pre-filed Draft Red Herring Prospectus is as set forth below:
“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 NSE/LIST/5378 dated June 03, 2025, permission to the Issuer to use the
Exchange’s name in this Offer Document as one of the Stock Exchanges on which this Issuer’s securities are proposed to be
408listed. 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 offered through the Red Herring Prospectus and the Prospectus are proposed to be listed on BSE and NSE.
Applications will be made to the Stock Exchanges for obtaining permission for listing and trading of the Equity Shares. [●] will
be the Designated Stock Exchange with which the Basis of Allotment will be finalised.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our
Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring
Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the completion of the necessary
formalities for listing and commencement of trading of Equity Shares at the Stock Exchanges are taken within three Working
Days from the Bid/Offer Closing Date or such other time as prescribed by SEBI. If our Company does not Allot Equity Shares
pursuant to the Offer within such timeline as prescribed by SEBI, it shall 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.
Consents
Consents in writing of each of the Selling Shareholders, our Directors, our Company Secretary and Compliance Officer, legal
counsel to our Company as to Indian law, Bankers to our Company, the BRLMs, Registrar to the Offer, Redseer, Independent
Chartered Accountant, Independent Chartered Engineer, intellectual property consultant, independent practising company
secretary and Statutory Auditors have been obtained and consents in writing of the Syndicate Member(s), Escrow Collection
Bank(s)/ Refund Bank(s)/ Public Offer Account Bank(s)/ Sponsor Bank(s) and the Monitoring Agency to act in their respective
capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC as required under the
Companies Act and such consents shall not be withdrawn up to the time of delivery of the Red Herring Prospectus for filing
with the RoC.
Experts to the Offer
Except as disclosed below, our Company has not obtained any expert opinions:
Our Company has received a written consent dated October 17, 2025, from our Statutory Auditor, namely, B S R & Co. LLP,
Chartered Accountants, holding a valid peer review certificate from the ICAI, to include their names as required under section
26 (5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Updated Draft Red Herring Prospectus – I, and
as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory
Auditor, and in respect of their (a) examination report dated October 17, 2025, on the Restated Consolidated Financial
Information, (b) report dated October 17, 2025, on the statement of possible special tax benefits available to our Company and
its Shareholders, included in this Updated Draft Red Herring Prospectus – I and such consent has not been withdrawn as on the
date of this Updated Draft Red Herring Prospectus – I. However, the term “expert” shall not be construed to mean an “expert”
as defined under the U.S. Securities Act.
Our Company has received written consent dated October 17, 2025, from S.K. Patodia & Associates LLP, Chartered
Accountants, holding a valid peer review certificate from the ICAI, to include their name as required under Section 26(5) of the
Companies Act read with SEBI ICDR Regulations in this Updated Draft Red Herring Prospectus – I and as an ‘expert’ as
defined under Section 2(38) of Companies Act in respect of the certificates dated October 28, 2025, issued by them in their
capacity as an independent chartered accountant to our Company, and such consent has not been withdrawn as on the date of
this Updated Draft Red Herring Prospectus – I. However, the term “expert” shall not be construed to mean an “expert” as
defined under the U.S. Securities Act.
Our Company has received a written consent dated October 17, 2025, from Stamford Assurance PAC Chartered Accountants
and Public Accountants, to include their names as required under section 26(5) of the Companies Act, 2013 read with SEBI
ICDR Regulations, in this Updated Draft Red Herring Prospectus – I, and as an “expert” as defined under section 2(38) of the
Companies Act, 2013 with respect to their report dated October 17, 2025, on the statement of possible special tax benefits
409available to our Material Subsidiary, included in this Updated Draft Red Herring Prospectus – I and such consent has not been
withdrawn as on the date of this Updated Draft Red Herring Prospectus – I. However, the term “expert” shall not be construed
to mean an “expert” as defined under the U.S. Securities Act.
Our Company has received written consent dated October 28, 2025, from Aayushman Chauhan, Chartered Engineer, being the
independent chartered engineer, to include their name as required under Section 26(5) of the Companies Act read with SEBI
ICDR Regulations in this Updated Draft Red Herring Prospectus – I and as an ‘expert’ as defined under Section 2(38) of
Companies Act in respect of the certificates dated October 28, 2025, issued by them in their capacity as an independent chartered
engineer to our Company, and such consent has not been withdrawn as on the date of this Updated Draft Red Herring Prospectus
– I. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
Our Company has received written consent dated October 28, 2025, from Saikrishna & Associates, being the intellectual
property consultant, to include their name as required under Section 26(5) of the Companies Act read with SEBI ICDR
Regulations in this Updated Draft Red Herring Prospectus – I and as an ‘expert’ as defined under Section 2(38) of Companies
Act in respect of the certificates dated October 28, 2025, certifying, inter alia, details of intellectual properties applications and
registrations in our name, and such consent has not been withdrawn as on the date of this Updated Draft Red Herring Prospectus
– I. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
Our Company has received written consent dated October 28, 2025, from Mehta & Mehta, Company Secretaries, Practicing
Company Secretaries, being the independent practising company secretary, to include their name as required under Section
26(5) of the Companies Act read with SEBI ICDR Regulations in this Updated Draft Red Herring Prospectus – I and as an
‘expert’ as defined under Section 2(38) of Companies Act, and such consent has not been withdrawn as on the date of this
Updated Draft Red Herring Prospectus – I. However, the term “expert” shall not be construed to mean an “expert” as defined
under the U.S. Securities Act.
Particulars regarding public or rights issues during the last five years
Our Company has not made any rights issue of Equity Shares during the five years immediately preceding the date of this
Updated Draft Red Herring Prospectus – I.
Further, our Company has not made any public issue of Equity Shares during the five years immediately preceding the date of
this Updated Draft Red Herring Prospectus – I.
Observations by regulatory authorities
There are no findings or observations pursuant to any inspections by SEBI or any other regulatory authority in India which are
material and 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.
Other confirmations
None of the companies our Promoters are associated with or companies promoted by any of them have been delisted or
suspended in the past.
There has been no instance of issuance of equity shares in the past by our Company or entities forming part of the Promoter
Group to more than 49 or 200 investors in violation of:
a. Section 67(3) of Companies Act, 1956; or
b. Relevant section(s) of Companies Act, 2013, including Section 42 and the rules notified thereunder; or
c. the SEBI ICDR Regulations; or
d. The SEBI (Disclosure and Investor Protection) Guidelines, 2000, as applicable.
Particulars regarding capital issues by our Company and its listed subsidiaries, group companies, associate entities
during the last three years
Other than as disclosed in “Capital Structure – Notes to the Capital Structure – Share capital history of our Company” on page
92, our Company has not made any capital issues during the three years preceding the date of this Updated Draft Red Herring
Prospectus – I.
Our Company does not have any group company, subsidiary or associate, which are listed as on the date of this Updated Draft
Red Herring Prospectus – I.
410Commission and Brokerage paid on previous issues of the Equity Shares in the last five years
Since this is the initial public offer of Equity Shares, no sum has been paid or 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 last five years preceding the
date of this Updated Draft Red Herring Prospectus – I.
Performance vis-à-vis objects – Public/rights issue of our Company
Our Company has not made any public/rights issue (as defined in the SEBI ICDR Regulations) during the last five years
preceding the date of this Updated Draft Red Herring Prospectus – I.
Performance vis-à-vis objects – Public/rights issue of the listed subsidiaries and promoter
None of our Subsidiaries or our Corporate Promoter are listed on any stock exchanges.
411Price information of past issues handled by the BRLMs
I. ICICI Securities Limited (“I-Sec”)
1. Price information of past issues handled by I-Sec:
S. Issue Name Issue Size (₹ Issue Price (₹) Listing Date Opening Price +/- % change in +/- % change in +/- % change in
No. million) on listing date closing price, [+/- % closing price, [+/- % closing price, [+/- %
(in ₹) change in closing change in closing change in closing
benchmark]- 30th benchmark]- 90th benchmark]- 180th
calendar days from calendar days from calendar days from
listing listing listing
1. Kalpataru Limited^^ 15,900.00 414.00(1) July 1, 2025 414.00 -2.83% [-2.69%] -9.66% [-3.47%] NA*
2. Travel Food Services Limited^^ 20,000.00 1,100.00(2) July 4, 2025 1,125.00 +5.13% [-2.37%] + 22.22% [+0.81%] NA*
3. Indiqube Spaces Limited^^ 7,000.00 237.00(3) July 30, 2025 216.00 -9.64% [-1.42%] -5.12% [+4.47%] NA*
4. Brigade Hotel Ventures Limited^^ 7,596.00 90.00(4) July 31, 2025 81.10 -3.22% [-1.38%] -7.32% [+4.72%] NA*
5. Aditya Infotech Limited^^ 13,000.00 675.00(5) August 5, 2025 1,015.00 +101.14% [+0.27%] NA* NA*
6. National Securities Depository
40,109.54 800.00(6) August 6, 2025 880.00 +54.48% [+0.22%] NA* NA*
Limited^
7. Seshaasai Technologies Ltd^ 8,130.74 423.00(7) September 30, 2025 436.00 NA* NA* NA*
8. Jain Resource Recycling Limited^^ 12,500.00 232.00 October 1, 2025 265.05 NA* NA* NA*
9.
NA* NA* NA*
Wework India Management Limited^^ 29,996.43 648.00(8) October 10, 2025 650.00
10. Tata Capital Limited^^ 155,118.70 326.00 October 13, 2025 330.00 NA* NA* NA*
* Data not available
^ BSE as designated stock exchange
^^ NSE as designated stock exchange
1. Discount of Rs. 38 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 414.00 per equity share
2. Discount of Rs. 104 per equity share offered to eligible employees. All calculations are based on Issue price 1,100.00 per equity share
3. Discount of Rs. 22 per equity share offered to eligible employees. All calculations are based on Issue price 237.00 per equity share
4. Discount of Rs. 3 per equity share offered to eligible employees. All calculations are based on Issue price 90.00 per equity share
5. Discount of Rs. 60 per equity share offered to eligible employees. All calculations are based on Issue price 675.00 per equity share
6. Discount of Rs. 76 per equity share offered to eligible employees. All calculations are based on Issue price 800.00 per equity share
7. Discount of Rs. 40 per equity share offered to eligible employees. All calculations are based on Issue price 423.00 per equity share
8. Discount of Rs. 60 per equity share offered to eligible employees. All calculations are based on Issue price 650.00 per equity share
4122. Summary statement of price information of past issues handled by I-Sec:
Financial Total no. Total amount No. of IPOs trading at discount – No. of IPOs trading at premium – No. of IPOs trading at discount – No. of IPOs trading at premium –
Year of IPOs of funds 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
raised (₹mn.)
Over Between 25- Less Over Between 25- Less Over Between 25- Less Over Between 25- Less
50% 50% than 50% 50% than 50% 50% than 50% 50% than
25% 25% 25% 25%
2025-26* 12 372,351.41 - - 4 2 - 2 - - - - - -
2024-25 23 6,47,643.15 - - 5 4 8 6 - 3 5 6 4 5
2023-24 28 2,70,174.98 - - 8 5 8 7 - 1 4 10 5 8
* This data covers issues up to YTD.
Notes:
1. Data is sourced either from www.nseindia.com or www.bseindia.com, as per the designated stock exchange disclosed by the respective Issuer Company.
2. Similarly, benchmark index considered is “NIFTY 50” where NSE is the designated stock exchange and “S&P BSE SENSEX” where BSE is the designated stock exchange, as disclosed by the respective Issuer Company.
3. 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th, 90th, 180th calendar day is a holiday, in which case we have considered the closing data of
the previous trading day.
413II. Goldman Sachs (India) Securities Private Limited (“Goldman Sachs”)
1. Price information of past issues handled by Goldman Sachs:
S. Issue Name Issue Size Issue Price Listing Date Opening Price +/- % change in +/- % change in +/- % change in
No. (₹ million) (₹) on listing date closing price, [+/- % closing price, [+/- closing price, [+/- %
(in ₹) change in closing % change in change in closing
benchmark]- 30th closing benchmark]- 180th
calendar days from benchmark]- 90th calendar days from
listing calendar days from listing
listing
1. Urban Company Limited 19,000.00 103.00 September 17, 2025 162.25 +53.83% / [+1.01%] NA NA
2. JSW Cement Limited 36,000.00 147.00 August 14, 2025 153.50 +1.17% / [+1.96%] NA NA
3. HDB Financial Services Limited 125,000.00 740.00 July 02, 2025 835.00 +2.51% / [-2.69%] +1.10% / [-3.22%] NA
4. Bajaj Housing Finance Limited 65,600.00 70.00 September 16, 2024 150.00 +99.86% / [-1.29%] +89.23% / [-2.42%] +64.64% / [-11.77%]
5. Ola Electric Mobility Limited 61,455.59 76.00 August 9, 2024 76.00 +44.17% / [+1.99%] -2.11% / [+0.48%] -1.51% / [-2.58%]
6. TBO Tek Limited 15,508.09 920.00 May 15, 2024 1,426.00 +69.94% / [+5.40%] +84.90% / [+9.67%] +85.23% / +8.77%]
Source: www.nseindia.com; www.bseindia.com
Notes:
1. Benchmark index considered is NIFTY 50
2. 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th, 90th, 180th calendar day is a holiday, in which case we have considered the closing
data of the preceding trading day.
3. In Ola Electric Mobility Limited, the issue price to eligible employees was ₹ 69 after a discount of ₹ 7 per equity share
4142. Summary statement of price information of past issues handled by Goldman Sachs:
Financial Total no. Total amount No. of IPOs trading at discount – No. of IPOs trading at premium – No. of IPOs trading at discount – No. of IPOs trading at premium –
Year of IPOs of funds 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
raised (₹mn.)
Over Between 25- Less Over Between 25- Less Over Between 25- Less Over Between 25- Less
50% 50% than 50% 50% than 50% 50% than 50% 50% than
25% 25% 25% 25%
2025-26 3 180,000.00 NA NA NA 1 NA 2 NA NA NA NA NA NA
2024-25 3 142,563.68 NA NA NA 2 1 NA NA NA 1 2 NA NA
2023-24 - - - - - - - - - - - - - -
Notes:
1. The information is as on the date of the document.
2. The information for each of the financial years is based on issues listed during such financial year.
415III. JM Financial Limited (“JM”)
1. Price information of past issues handled by JM:
Sr. Issue name Issue Size Issue price Listing Opening price +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ million) (₹) Date on Listing Date price, [+/- % change in price, [+/- % change in price, [+/- % change in
(in ₹) closing benchmark] - 30th closing benchmark] - 90th closing benchmark] - 180th
calendar days from listing calendar days from listing calendar days from listing
1. Canara HSBC Life Insurance Company 25,159.50 106.00 October 17, 2025 106.00
Limited*9 Not Applicable Not Applicable Not Applicable
2. Rubicon Research Limited*10 13,775.00 485.00 October 16, 2025 620.00
Not Applicable Not Applicable Not Applicable
3. Canara Robeco Asset Management 13,261.26 266.00 October 16, 2025 280.25
Limited* Not Applicable Not Applicable Not Applicable
4. Wework India Management Limited*8 29,996.43 648.00 October 10, 2025 650.00
Not Applicable Not Applicable Not Applicable
5. Urban Company Limited*12 19,000.00 103.00 September 17, 2025 162.25
53.83% [1.01%] Not Applicable Not Applicable
6. Vikram Solar Limited* 20,793.69 332.00 August 26, 2025 338.00
-1.48% [1.40%] Not Applicable Not Applicable
7. JSW Cement Limited* 36,000.00 147.00 August 14, 2025 153.50
1.17% [1.96%] Not Applicable Not Applicable
8. Brigade Hotel Ventures Limited*11 7,596.00 90.00 July 31, 2025 81.10
-3.22% [-1.38%] -7.32% [4.72%] Not Applicable
9. GNG Electronics Limited* 4,604.35 237.00 July 30, 2025 355.00
42.55% [-1.42%] 35.46% [4.47%] Not Applicable
10. Indiqube Spaces Limited*7 7,000.00 237.00 July 30, 2025 216.00
-9.64% [-1.42%] -5.12% [4.47%] Not Applicable
Source: www.nseindia.com and www.bseindia.com
# BSE as Designated Stock Exchange
* NSE as Designated Stock Exchange
Notes:
1. Opening price information as disclosed on the website of the Designated Stock Exchange.
2. Change in closing price over the issue/offer price as disclosed on Designated Stock Exchange.
3. For change in closing price over the closing price as on the listing date, 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.
4. In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered.
5. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus 89 calendar days; 180th calendar day has been taken a
listing date plus 179 calendar days.
6. Restricted to last 10 issues.
7. A discount of Rs. 22 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
8. A discount of Rs. 60 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
4169. A discount of Rs. 10 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
10. A discount of Rs. 46 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
11. A discount of Rs. 3 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
12. A discount of Rs. 9 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
4172. Summary statement of price information of past issues handled by JM:
Financial Total no. Total amount No. of IPOs trading at discount – No. of IPOs trading at premium – No. of IPOs trading at discount – No. of IPOs trading at premium –
Year of IPOs of funds 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
raised (₹mn.)
Over Between 25- Less Over Between 25- Less Over Between 25- Less Over Between 25- Less
50% 50% than 50% 50% than 50% 50% than 50% 50% than
25% 25% 25% 25%
2025-26 19 4,50,578.13 1 1 6 - 3 4 - - - - - -
2024-25 13 2,55,434.10 - - 5 5 2 1 1 3 1 4 1 2
2023-24 24 2,88,746.72 - - 7 4 5 8 - - 5 7 5 7
.
418IV. Nomura Financial Advisory and Securities (India) Private Limited (“Nomura”)
1. Price information of past issues handled by Nomura:
S. Issue Name Issue Size (₹ Issue Price (₹) Listing Date Opening Price on +/- % change in closing +/- % change in closing +/- % change in
No. million) listing date (in ₹) price, [+/- % change in price, [+/- % change in closing price, [+/- %
closing benchmark]- closing benchmark]- change in closing
30th calendar days from 90th calendar days from benchmark]- 180th
listing listing calendar days from
listing
1. +43.54% +32.87%
Anthem Biosciences Limited 33,950.00 5701 July 21, 2025 723.10 Not applicable
[-0.68%] [+2.13%]
2. HD B Financial Services +2.51% +1.10%
125,000.00 740 July 2, 2025 835.00 Not applicable
Limited [-2.69%] [-3.22%]
3. -2.83% -9.66%
Kalpataru Limited 15,900.00 4142 July 1, 2025 414.00 Not applicable
[-2.69%] [-3.47%]
4. -4.30% +8.19%
Ather Energy Limited 29,807.61 3213 May 6, 2025 328.00 Not applicable
[+0.99%] [+0.76%]
5. Inv enturus Knowledge +40.85% +13.77% +30.17%
24,979.23 1,329 December 19, 2024 1,900.00
Solutions Limited [-3.13%] [-4.67%] [+4.15%]
6. +6.56% +2.03% -9.29%
Afcons Infrastructure Limited 54,300.00 4634 November 4, 2024 426.00
[+1.92%] [-2.03%] [+1.46%]
7. +68.05% +49.15% +78.08%
Waaree Energies Limited 43,214.40 1,503 October 28, 2024 2,500.00
[-0.59%] [-5.12%] [-1.23%]
8. Aa dhar Housing Finance +25.56% +33.89% +45.98%
30,000.00 3155 May 15, 2024 315.00
Limited [+5.40%] [+9.67%] [+8.77%]
9. +24.28% +26.86% +52.57%
Indegene Limited 18,417.59 4526 May 13, 2024 655.00
[+5.25%] [+10.24%] [+9.25%]
10. Pro tean eGov Technologies +45.21% +73.18% +45.85%
4,899.51 7927 November 13, 2023 792.00
Limited [+7.11%] [+10.26%] [+11.91%]
Source: www.nseindia.com, www.bseindia.com
1. Discount of INR 50.00 per Equity Share was offered to eligible employees bidding in the Employee Reservation Portion
2. Discount of INR 38.00 per Equity Share was offered to eligible employees bidding in the Employee Reservation Portion
3. Discount of INR 30.00 per Equity Share was offered to eligible employees bidding in the Employee Reservation Portion
4. Discount of INR 44.00 per Equity Share was offered to eligible employees bidding in the Employee Reservation Portion
5. Discount of INR 23.00 per Equity Share was offered to eligible employees bidding in the Employee Reservation Portion
6. Discount of INR 30.00 per Equity Share was offered to eligible employees bidding in the Employee Reservation Portion
7. Discount of INR 75.00 per Equity Share was offered to eligible employees bidding in the Employee Reservation Portion
Notes:
1. For each issue, depending on its Designated Stock Exchange, BSE or NSE; Sensex or Nifty50 is considered as the benchmark for each issue
2. For each issue, depending on its Designated Stock Exchange, price on BSE or NSE is considered for above calculations
3. In case 30th/90th/180th day is not a trading day, closing price on BSE or NSE of the previous trading day has been considered
4. Not applicable – Period not completed
5. Above list is limited to last 10 equity initial public issues
4192. Summary statement of price information of past issues handled by Nomura:
Financial Total no. Total amount No. of IPOs trading at discount – No. of IPOs trading at premium – No. of IPOs trading at discount – No. of IPOs trading at premium –
Year of IPOs of funds 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
raised (₹mn.)
Over Between 25- Less Over Between 25- Less Over Between 25- Less Over Between 25- Less
50% 50% than 50% 50% than 50% 50% than 50% 50% than
25% 25% 25% 25%
2025-2026 4 204,657.61 - - 2 - 1 1 - - - - - -
2024-2025 5 170,911.22 - - - 1 2 2 - - 1 2 2 -
2023-2024 2 13,549.50 - - 1 - 1 - - - - - 1 1
Source: www.nseindia.com, www.bseindia.com
Notes:
The information is as on the date of this document.
The information for each of the financial years is based on issues listed during such financial year.
420Track 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. IC ICI Securities Limited www.icicisecurities.com
2. G oldman Sachs (India) Securities Private Limited www.goldmansachs.com
3. J M Financial Limited www.jmfl.com
4. N omura Financial Advisory and Securities (India) Private Limited www.nomuraholdings.com/company/group/asia/nfaspl.html
Stock Market Data of Equity Shares
This being the initial public offer of Equity Shares of our Company, the Equity Shares are not listed on any stock exchange and
accordingly, no stock market data is available for the Equity Shares.
Mechanism for 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 investors to
approach the Registrar to the Offer for redressal of their grievances.
All Offer-related grievances, other than of Anchor Investors may be addressed to the Registrar to the Offer with a copy to the
relevant Designated Intermediary with whom the Bid cum Application Form was submitted, giving full details such as name of
the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, PAN, address of Bidder, number of
Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount was blocked or the UPI
ID (for UPI Bidders who make the payment of Bid Amount), date of Bid cum Application Form and the name and address of
the relevant Designated Intermediary where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment Slip
or the application number from the Designated Intermediary in addition to the documents or information mentioned
hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges
with a copy to the Registrar to the Offer.
All grievances of the Anchor Investors may be addressed to the Registrar to the Offer, 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 BRLMs with whom the Bid cum Application Form was submitted by the
Anchor Investor.
In case of any delay in unblocking of amounts in the ASBA Accounts 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
intermediary 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.
In terms of SEBI ICDR 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 the SEBI ICDR 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. In an event there is a delay in redressal of the investor grievance in relation to
unblocking of amounts, the post-Offer BRLM shall also compensate the investors at the rate higher of ₹100 or 15% per annum
of the Bid Amount for the period of such delay. Further, in terms of the SEBI ICDR Master Circular, the payment of processing
fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLMs, and such application shall
be made only after (i) unblocking of application amounts for each application received by the SCSB has been fully completed,
and (ii) applicable compensation relating to investor complaints has been paid by the SCSB.
The following compensation mechanism has become applicable for investor grievances in relation to Bids made through the
UPI Mechanism for public issues opening on or after May 1, 2021, for which the relevant SCSBs shall be liable to compensate
the investor:
Scenario Compensation amount Compensation period
Delayed unblock for cancelled / withdrawn / ₹100 per day or 15% per annum of the Bid From the date on which the request for
421Scenario Compensation amount Compensation period
deleted applications Amount, whichever is higher cancellation / withdrawal / deletion is placed
on the bidding platform of the Stock
Exchanges till the date of actual unblock
Blocking of multiple amounts for the same Instantly revoke the blocked funds other than From the date on which multiple amounts
Bid made through the UPI Mechanism the original application amount and were blocked till the date of actual unblock
₹100 per day or 15% per annum of the total
cumulative blocked amount except the
original Bid Amount, whichever is higher
Blocking more amount than the Bid Amount Instantly revoke the difference amount, i.e., From the date on which the funds to the
the blocked amount less the Bid Amount and excess of the Bid Amount were blocked till
the date of actual unblock
₹100 per day or 15% per annum of the
difference amount, whichever is higher
Delayed unblock for non – Allotted / partially ₹100 per day or 15% per annum of the Bid From the Working Day subsequent to the
Allotted applications Amount, whichever is higher finalisation of the Basis of Allotment till the
date of actual unblock
Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the complaint from
the investor, for each day delayed, the post-Offer BRLM shall be liable to compensate the investor at the rate of ₹100 per day
or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period ranging from the
day on which the investor grievance is received till the date of actual unblock. Further, in accordance with circulars prescribed
by SEBI, from time to time, the payment of processing fees to the SCSBs shall be undertaken pursuant to an application made
by the SCSBs to the Book Running Lead Managers, and such application shall be made only after (i) unblocking of application
amounts for each application received by the SCSB has been fully completed, and (ii) applicable compensation relating to
investor complaints has been paid by the SCSB.
Our Company, each of the Selling Shareholders, severally and not jointly, the BRLMs and the Registrar to the Offer accept no
responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its obligations
under the applicable provisions of SEBI ICDR Regulations.
Further, in accordance with circulars prescribed by SEBI, from time to time, the payment of processing fees to the SCSBs shall
be undertaken pursuant to an application made by the SCSBs to the Book Running Lead Managers, and such application shall
be made only after (i) unblocking of application amounts for each application received by the SCSB has been fully completed,
and (ii) applicable compensation relating to investor complaints has been paid by the SCSB.
For helpline details of the Book Running Lead Managers pursuant to the SEBI Circular SEBI/HO/CFD/DIL-
2/OW/P/2021/2481/1/M dated March 16, 2021, see “General Information – Book Running Lead Managers” on page 82.
Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly received from the concerned Designated
Intermediary in addition to the 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 Sponsor Banks for
addressing any clarifications or grievances of ASBA Bidders. Bidders can contact our Company Secretary and Compliance
Officer, the BRLMs 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 respective beneficiary account, non-receipt of refund intimations
and non-receipt of funds by electronic mode.
Disposal of investor grievances by our Company
Our Company will file an application for obtaining authentication on SCORES platform, in terms of the SEBI circular bearing
number SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023, in relation to redressal of investor grievances
through SCORES.
Our Company estimates that the average time required by our Company or the Registrar to the Offer or the SCSB in case of
ASBA Bidders, for the redressal of routine investor grievances shall be 10 Working 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 investor complaints in relation to the Equity Shares for the three years prior to the filing of this
Updated Draft Red Herring Prospectus – I, hence no investor complaint in relation to our Company is pending as on the date
422of filing of this Updated Draft Red Herring Prospectus – I.
Investors can contact our Company Secretary and Compliance Officer, the BRLMs 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
respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode, etc. Our Company has
also appointed Shreekant Jayram Sawant, as our Company Secretary and Compliance Officer. For details, see “General
Information – Company Secretary and Compliance Officer” on page 81.
Our Company has constituted a Stakeholders Relationship Committee, which is, inter alia, responsible for redressal of
grievances of the security holders of our Company, comprising Deven Pravinchandra Waghani, Aman Gupta and Vivek
Gambhir as members. For details, see “Our Management – Committees of our Board – Stakeholders’ Relationship Committee”
on page 256.
Exemption from complying with any provisions of SEBI ICDR Regulations
Our Company had filed an exemption application dated January 3, 2025, with SEBI under Regulation 300(1)(a) of the SEBI
ICDR Regulations, seeking an exemption from (i) disclosing Sirena Labs Private Limited as a ‘group company’ of our
Company; and (ii) disclosing information and confirmations with respect to Sirena Labs Private Limited, in its capacity as a
‘group company’, as required under the SEBI ICDR Regulations and other applicable law. Pursuant to the letter dated February
25, 2025, SEBI acceded to our request for seeking exemption from categorisation of Sirena Labs Private Limited as a ‘group
company’ of our Company. For further information, see “Material Contracts and Documents for Inspection – Material
Documents” on page 470.
Other confirmations
Except for any discount that may be provided in relation to the Offer in accordance with Applicable Law, no person connected
with the Offer 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.
423SECTION VII: OFFER 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,
SEBI ICDR Regulations, SCRA, SCRR, the MoA, AoA, SEBI Listing Regulations, the terms of the Red Herring Prospectus, the
Prospectus, the Abridged Prospectus, Bid cum Application Form, the Revision Form, the CAN/ Allotment Advice and other
terms and conditions as may be incorporated in other documents/ certificates that may be executed in respect of the Offer. The
Equity Shares shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the Offer
of capital and listing and trading of securities, issued from time to time, by SEBI, the GoI, the Stock Exchanges, the RBI, RoC
and/or 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 GoI, the Stock Exchanges, the RoC and/or any other authorities while granting its approval for the
Offer.
The Offer
The Offer comprises a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders. For details in relation to
the sharing of Offer expenses amongst our Company and the Selling Shareholders, see “Objects of the Offer – Offer Expenses”
on page 132.
Ranking of the Equity Shares
The Allottees upon Allotment of Equity Shares under the Offer will be entitled to dividend and other corporate benefits, if any,
declared by our Company after the date of Allotment. The Equity Shares transferred in the Offer shall be pari passu with the
existing Equity Shares in all respects including dividends. For further details, see “Description of Equity Shares and Terms of
Articles of Association” on page 453.
Mode of payment of dividend
Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the Companies Act, the
Memorandum and Articles of Association, dividend distribution policy of our Company, and provisions of the SEBI Listing
Regulations and any other guidelines or directions which may be issued by the Government in this regard. 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 or transferred Equity Shares in the Offer, for the entire year, in accordance
with applicable laws. For further details in relation to dividends, see “Dividend Policy” and “Description of Equity Shares and
Terms of Articles of Association” on pages 268 and 453 respectively.
Face Value, Offer Price and Price Band
The face value of each Equity Share is ₹1 and the Offer Price at the lower end of the Price Band is ₹[●] per Equity Share and
at the higher end of the Price Band is ₹[●] per Equity Share. The Anchor Investor Offer Price is ₹[●] per Equity Share.
The Price Band and the minimum Bid Lot for the Offer will be decided by our Company, in consultation with the BRLMs, and
published and advertised in all editions of Financial Express, an English national daily newspaper, all editions of Jansatta, a
Hindi national daily newspaper and Mumbai edition of Navshakti, a Marathi daily newspaper, 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, along with the relevant financial ratios calculated at the Floor Price and at
the Cap Price, and shall be made available to the Stock Exchanges for the purpose of uploading the same on their websites. The
Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the
Bid cum Application Forms available on the respective websites of the Stock Exchanges. The Offer Price shall be determined
by our Company, in consultation with Book Running Lead Managers, after the Bid/Offer Closing Date, on the basis of, inter
alia, the assessment of market demand for the Equity Shares issued, by way of the Book Building Process.
At any given point of time, there shall be only one denomination for the Equity Shares.
Compliance with disclosure and accounting norms
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our equity Shareholders shall have
the following rights:
(1) Right to receive dividends, if declared;
424(2) Right to attend general meetings and exercise voting rights, unless prohibited by law;
(3) Right to vote on a poll either in person or by proxy or by e-voting, in accordance with the provisions of the Companies
Act;
(4) Right to receive offers for rights shares and be allotted bonus shares, if announced;
(5) Right to receive surplus on liquidation, subject to any statutory and preferential claims being satisfied;
(6) Right of free transferability of their Equity Shares, subject to applicable laws including any RBI rules and regulations;
and
(7) Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the SEBI
Listing Regulations and the Articles of Association of our Company.
For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights,
dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Description of Equity Shares and Terms
of Articles of Association” on page 453.
Allotment only in dematerialised form
Pursuant to Section 29 of the Companies Act and the SEBI ICDR Regulations, the Equity Shares shall be Allotted only in
dematerialised form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form
on the Stock Exchanges. In this context, our Company has entered into the following agreements with the respective
Depositories and Registrar to the Offer:
(1) Tripartite agreement dated January 18, 2022, amongst our Company, NSDL and Registrar to the Offer; and
(2) Tripartite agreement effective as of December 30, 2021, amongst our Company, CDSL and Registrar to the Offer.
Market Lot and Trading Lot
Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in the Offer will be
only in electronic form in multiples of one Equity Share subject to a minimum Allotment of [●] Equity Shares. For further
details, see “Offer Procedure” on page 433.
Jurisdiction
Exclusive jurisdiction for the purpose of the Offer is with the competent courts/authorities in Mumbai, India.
Joint Holders
Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders of the Equity
Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.
Nomination facility to investors
In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and Debentures) Rules,
2014, as amended, 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, to the exclusion of all other persons, unless the nomination is verified or cancelled in the prescribed
manner. 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 the holder(s)’ death during the minority. A nomination shall stand rescinded
upon a sale/transfer/alienation of Equity Share(s) by the person nominating. 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 the Board, elect either:
• to register himself or herself as the holder of the Equity Shares; or
• to make such transfer of the Equity Shares, as the deceased holder could have made.
425Further, the 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 monies payable in respect of the Equity Shares, until the requirements of the notice
have been complied with.
Since the Allotment of Equity Shares in the Offer will be made only in dematerialised mode, there is no need to make a separate
nomination with our Company. Nominations registered with respective Depository Participant of the Bidder would prevail. If
the Bidder wants to change the nomination, they are requested to inform their respective Depository Participant.
Bid/ Offer programme
An indicative timetable in respect of the Offer is set out below:
Event Indicative Date
BID/OFFER OPENS ON [●](1)
BID/OFFER CLOSES ON [●](2)(3)
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about [●]
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA Account* On or about [●]
Credit of Equity Shares to dematerialized accounts of Allottees On or about [●]
Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●]
(1) Our Company and our Promoters, in consultation with the BRLMs, may consider participation by Anchor Investors. The Anchor Investor Bid/ Offer
Period shall be one Working Day prior to the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations.
(2) Our Company and our Promoters, in consultation with the BRLMs, may consider closing the Bid/Offer Period for QIBs one day prior to the Bid/Offer
Closing Date in accordance with the SEBI ICDR Regulations.
(3) UPI mandate end time and date shall be at 5:00 pm IST on Bid/ Offer Closing Date.
* In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) for cancelled /
withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever
is higher from the date on which the request for cancellation/ withdrawal/ deletion is placed in 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 post Offer BRLMs shall be liable for compensating the Bidder at a uniform rate of ₹100 per day or
15% per annum of the Bid Amount, whichever is higher from the date of receipt of the investor grievance until the date on which the blocked amounts
are unblocked. The Bidder shall be compensated in the manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated
March 16, 2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, as partially modified by the SEBI T+3 Circular and SEBI ICDR Master Circular, which for
the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of our Company with the SCSBs, to the extent applicable, issued by
SEBI, and any other applicable law in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. 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 ICDR Master Circular.
The above timetable, other than the Bid/Offer Closing Date, is indicative and does not constitute any obligation or
liability on our Company, any of the Selling Shareholders or the BRLMs.
Any circulars or notifications from the SEBI after the date of this Updated Draft Red Herring Prospectus – I 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.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the
commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days from the
Bid/Offer Closing Date or such other time as prescribed by SEBI, the timetable may be extended due to various factors,
such as extension of the Bid/ Offer Period by our Company and our Promoters, in consultation with the BRLMs, revision
of the Price Band by our Company, in consultation with the BRLMs, 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.
The 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 till 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 Registrar to the Offer on a daily basis as per the
format prescribed in the SEBI RTA Master Circular.
SEBI vide circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has reduced the post issue timeline for initial
public offerings. The revised timeline of T+3 days has been made applicable in two phases, i.e., voluntary for all public issues
426opening on or after September 1, 2023 and mandatory on or after December 1, 2023. Accordingly, the Offer will be made under
UPI Phase III on mandatory basis, subject to any circulars, clarification or notification issued by the SEBI from time to time,
including with respect to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.
In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance with timelines
and activities prescribed by SEBI in connection with the allotment and listing procedure within such period as may be prescribed
by 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. IST
Bid/Offer Closing Date
Submission of electronic applications (online ASBA through 3-in-1 Only between 10.00 a.m. and up to 5.00 p.m. IST
accounts) for RIBs, other than QIBs and Non-Institutional Investors
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 ₹0.50 million)
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 Non-Institutional Investors)
Submission of Physical Applications (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 ₹0.50 million)
Modification/Revision/cancelled 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 RIBs Only between 10.00 a.m. and up to 5.00 p.m. IST
* UPI mandate end time shall be 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:
a) 4.00 p.m. IST in case of Bids by QIBs and NIBs, and
A. until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIBs.
On Bid/Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received RIBs after
taking into account the total number of Bids received and as reported by the BRLMs to the Stock Exchanges.
It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not
blocked by SCSBs, or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would
be rejected.
Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders are advised to submit their
Bids one day prior to the Bid/Offer Closing Date. Any time mentioned in this Updated Draft Red Herring Prospectus – I is IST.
Bidders are cautioned that, in the event a large number of Bids are received on the Bid/Offer Closing Date, some Bids may not
get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the
Offer. Bids and any revision in Bids will be accepted only during Working Days during the Bid/ Offer Period and revision shall
not be accepted on Saturdays and public holidays. 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. Bidders may please note that as per
letter no. List/SMD/SM/2006 dated July 3, 2006 and letter no. NSE/IPO/25101-6 dated July 6, 2006 issued by BSE and NSE,
respectively. Bids by ASBA Bidders shall be uploaded by the relevant Designated Intermediary in the electronic system to be
provided by the Stock Exchanges. None among our Company, the Selling Shareholders or any member of the Syndicate is
liable for any failure in (i) uploading the Bids due to faults in any software/ hardware system or otherwise; and (ii) the blocking
of Bid Amount in the ASBA Account on receipt of instructions from the Sponsor Bank(s) on account of any errors, omissions
or non-compliance by various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI
Mechanism.
Our Company, in consultation with the BRLMs reserves the right to revise the Price Band during the Bid/Offer Period, in
accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on either side, i.e. the Floor
Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly but the Floor
Price shall not be less than the Face Value of the Equity Shares. In all circumstances, the Cap Price shall be at least 105% of
427the Floor Price and less than or equal to 120% of the Floor Price.
In case of revision in the Price Band, the Bid/Offer Period shall be extended for at least three additional Working Days
after such revision, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases of force majeure, banking
strike or similar circumstances, our Company and our Promoters, in consultation with the BRLMs, for reasons to be
recorded in writing, may 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 Price Band, and the revised Bid/Offer Period, if applicable, shall
be widely disseminated by notification to the Stock Exchanges, by issuing a public announcement and also by indicating
the change on the respective websites of the BRLMs and at the terminals of the Syndicate Member(s) and by intimation
to the Designated Intermediaries and the Sponsor Bank(s), as applicable. In case of revision of Price Band, the Bid Lot
shall remain the same.
In case of discrepancy in data entered in the electronic book vis-vis data contained in the Bid cum Application Form for a
particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as the final data for the
purpose of Allotment.
Minimum Subscription
The requirement of minimum subscription is not applicable to the Offer for Sale in accordance with the SEBI ICDR Regulations.
In the event our Company does not receive (i) the minimum subscription of 90% of the Fresh Issue, on the Bid/ Offer Closing
Date; or (ii) minimum subscription in the Offer as specified under Rule 19(2)(b) of the SCRR, including through devolvement
of Underwriters, if any, in accordance with applicable law, or if the subscription level falls below the thresholds mentioned
above after the Bid/Offer Closing Date, on account of withdrawal of applications or after technical rejections, or if the listing
or trading permission is not obtained from the Stock Exchanges for the Equity Shares being issued or offered under the Red
Herring Prospectus, the Selling Shareholders, to the extent applicable, and our Company shall forthwith refund the entire
subscription amount received in accordance with applicable law including the SEBI ICDR Master Circular and SEBI circular
no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023. If there is a delay beyond two days after our Company
becomes liable to pay the amount, our Company and our Directors, who are officers in default, shall pay interest at the rate of
15% per annum. Each of the Selling Shareholders shall, severally and not jointly, reimburse, in proportion to its respective
portion of the Offered Shares, any expenses and interest incurred by our Company solely on behalf of such Selling Shareholder
for any delays in making refunds as required under the Companies Act and any other applicable law, provided that none of the
Selling Shareholders shall be responsible or liable for payment of such interest, unless such delay is solely and directly
attributable to an act or omission of the respective Selling Shareholder in relation to its respective portion of the Offered Shares.
In the event of an undersubscription in the Offer, Equity Shares will be allotted in the following order: (i) in the first instance
such number of Equity Shares comprising 90% of the Fresh Issue; (ii) thereafter, sale of the Offered Shares being offered by
Fireside in the Offer for Sale, (iii) then, sale of the Offered Shares being offered by South Lake, our Corporate Promoter in the
Offer for Sale, (iv) then, sale of the Offered Shares being offered by Qualcomm and our Individual Promoters in the Offer for
Sale, with Qualcomm’s portion of the Offered Shares being capped at 25% of its pre-Offer shareholding in the Offer for Sale,
and (v) thereafter, towards the balance 10% of the Fresh Issue portion.
The requirement for minimum subscription is not applicable for the Offer for Sale component of the Offer.
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 Book Running Lead Managers and subject to applicable law, and the
Designated Stock Exchange. Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure
that the number of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000 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.
Arrangements for disposal of odd lots
There are no arrangements for disposal of odd lots since our Equity Shares will be traded in dematerialised form only and
market lot for our Equity Shares will be one Equity Share.
Withdrawal of the Offer
The Offer shall be withdrawn in the event the requirement of the minimum subscription as prescribed under Regulation 45 of
the SEBI ICDR Regulations is not fulfilled. Our Company and our Promoters, in consultation with the BRLMs, reserves the
right not to proceed with the Fresh Issue and the Selling Shareholders, reserve the right not to proceed with the Offer for Sale,
in whole or in part thereof, to the extent of respective potion of the Offered Shares, after the Bid/ Offer Opening Date but before
the Allotment. In such an event, our Company would issue a public notice in the newspapers in which the pre-Offer
advertisements were published, within two days of the Bid/ Offer Closing Date or such other time as may be prescribed by
428SEBI, providing reasons for not proceeding with the Offer and inform the Stock Exchanges promptly on which the Equity
Shares are proposed to be listed. The BRLMs, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Banks
(in case of UPI Bidders), to unblock the bank accounts of the ASBA Bidders within one Working Day from the date of receipt
of such notification and also inform the Bankers to the Offer to process refunds to the Anchor Investors, as the case may be.
The notice of withdrawal will be issued in the same newspapers where the pre-Offer advertisements have appeared, and the
Stock Exchanges will also be informed promptly. In terms of the UPI Circulars, in relation to the Offer, the BRLMs will submit
reports of compliance with T+3 listing timelines and activities, identifying non-adherence to timelines and processes and an
analysis of entities responsible for the delay and the reasons associated with it. Further, in case of any delay in unblocking of
amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four 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 intermediary 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.
If our Company and our Promoters in consultation with the BRLMs withdraw the Offer after the Bid/ Offer Closing Date and
thereafter determine that it will proceed with a public offering of the Equity Shares, our Company shall file a fresh offer
document with SEBI. Notwithstanding the foregoing, the Offer is also subject to obtaining (i) the final listing and trading
approvals of the Stock Exchanges, which our Company shall apply for after Allotment; and (ii) the filing of the Prospectus with
the RoC.
Restrictions, if any on transfer and transmission of Equity Shares
Except for lock-in of the pre-Offer capital of our Company, lock-in of our Promoters’ minimum contribution under the SEBI
ICDR Regulations and the Anchor Investor lock-in as provided in “Capital Structure” on page 90 and except as provided under
the Articles of Association and under SEBI ICDR Regulations, there are no restrictions on transfer of the Equity Shares. Further,
there are no restrictions on transmission of any shares of our Company and on their consolidation or splitting, except as provided
in the Articles of Association. For details, see “Description of Equity Shares and Terms of Articles of Association” on page
453.
New financial instruments
Our Company is not issuing any new financial instruments through this Offer.
429OFFER STRUCTURE
The Offer is of up to [●] Equity Shares of face value of ₹1 each for cash at a price of ₹[●] per Equity Share (including a share
premium of ₹[●] per Equity Share) aggregating up to ₹ 15,000.00 million comprising a Fresh Issue of up to [●] Equity Shares
of face value of ₹1 each aggregating up to ₹ 5,000.00 million and an Offer for Sale of up to [●] Equity Shares of face value of
₹1 each aggregating up to ₹ 10,000.00 million by the Selling Shareholders. For details, see “The Offer” on page 71.
The Offer shall constitute [●]% of the post-Offer paid-up equity share capital of our Company.
Our Company and our Promoters, in consultation with the BRLMs, may consider a Pre-IPO Placement aggregating up to ₹
1,000.00 million, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at
a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount
raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the
SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of
the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to
the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful
and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such
intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of
the Red Herring Prospectus and Prospectus.
The Offer is being made through the Book Building Process, in terms of Regulation 6(2) and Regulation 31 of the SEBI ICDR
Regulations.
Particulars QIBs(1) NIBs RIBs
Number of Equity Not less than [●] Equity Shares of Not more than [●] Equity Shares of Not more than [●] Equity Shares of
Shares available for face value of ₹1 each face value of ₹1 each available for face value of ₹1 each available for
Allotment or allocation or Offer less allocation to allocation or Offer less allocation to
allocation*(2) QIB Bidders and RIBs QIB Bidders and NIBs
Percentage of Offer Not less than 75% of the Offer shall Not more than 15% of the Offer, or Not more than 10% of the Offer or
size available for be available for allocation to QIBs. the Offer less allocation to QIB the Offer less allocation to QIB
Allotment or allocation However, 5% of the QIB Portion Bidders and RIBs shall be available Bidders and NIBs shall be available
(excluding the Anchor Investor for allocation, subject to the for allocation
Portion) shall be available for following:
allocation proportionately to Mutual
(i) one-third of the portion
Funds only. Mutual Funds
available to NIBs shall be
participating in the Mutual Fund
reserved for applicants
Portion will also be eligible for
with an application size of
allocation in the remaining balance
more than ₹200,000 and up
QIB Portion (excluding the Anchor
to ₹1,000,000; and
Investor Portion). The unsubscribed
portion in the Mutual Fund Portion (ii) two-third of the portion
will be available for allocation to available to NIBs shall be
other QIBs reserved for applicants
with application size of
more than ₹1,000,000
provided that the unsubscribed
portion in either of the subcategories
specified above may be allocated to
applicants in the other sub-category
of Non- Institutional Bidders.
Basis of Allotment if Proportionate as follows (excluding The Equity Shares available for Allotment to each RIB shall not be
respective category is the Anchor Investor Portion): allocation to NIBs under the Non- less than the minimum Bid Lot,
oversubscribed* a) Up to [●] Equity Shares of Institutional Portion, shall be subject subject to availability of Equity
face value of ₹1 each shall to the following: Shares in the Retail Portion and the
be available for allocation a) one third of the portion remaining available Equity Shares if
on a proportionate basis to available to NIBs being any, shall be allotted on a
Mutual Funds only; and [●] Equity Shares of face proportionate basis. For details, see
“Offer Procedure” on page 433.
b) [●] Equity Shares of face value of ₹1 each are
value of ₹1 each shall be reserved for Bidders
available for allocation on Biddings more than
a proportionate basis to all ₹200,000 and up to
other QIBs, including ₹1,000,000; and
Mutual Funds receiving b) two third of the portion
allocation as per (a) above available to NIBs being
Up to 60% of the QIB Category (of [●] Equity Shares of face
430Particulars QIBs(1) NIBs RIBs
up to [●] Equity Shares) may be value of ₹1 each are
allocated on a discretionary basis to reserved for Bidders
Anchor Investors of which one-third Bidding more than
shall be available for allocation to ₹1,000,000.
domestic Mutual Funds only, subject
Provided that the unsubscribed
to valid Bids being received from
portion in either of the categories
Mutual Funds at or above the Anchor
specified in (a) or (b) above, may be
Investor Allocation Price
allocated to Bidders in the other
category.
The allotment to each Non-
Institutional Bidder shall not be less
than the minimum application size,
subject to the availability of Equity
Shares in the Non-Institutional
Portion, and the remaining Equity
Shares, if any, shall be allotted on a
proportionate basis in accordance
with the conditions specified in this
regard in Schedule XIII of the SEBI
ICDR Regulations. For details, see
“Offer Procedure” on page 433.
Mode of Bid^ Through ASBA Process only (excluding UPI Mechanism) except in case of Anchor Investors(3)
Minimum Bid Such number of Equity Shares that Such number of Equity Shares that [●] Equity Shares and in multiples of
the Bid Amount exceeds ₹200,000 the Bid Amount exceeds ₹200,000 [●] Equity Shares thereafter
and in multiples of [●] Equity Shares and in multiples of [●] Equity Shares
of face value of ₹1 each thereafter of face value of ₹1 each thereafter
Maximum Bid Such number of Equity Shares and in Such number of Equity Shares and in Such number of Equity Shares and in
multiple of [●] Equity Shares of face multiples of [●] Equity Shares of multiples of [●] Equity Shares of
value of ₹1 each not exceeding the face value of ₹1 each not exceeding face value of ₹1 each so that the Bid
size of the Offer, subject to the size of the Offer (excluding QIB Amount does not exceed ₹200,000
applicable limits portion), subject to applicable limits
Mode of Allotment Compulsorily in dematerialised form
Bid Lot [●] Equity Shares of face value of ₹1 each and in multiples of [●] Equity Shares thereafter
Allotment Lot A minimum of [●] Equity Shares of face value of ₹1 each and in multiples of one Equity Share thereafter.
Trading Lot One Equity Share
Who can apply(4) Public financial institutions as Resident Indian individuals, Eligible Resident Indian individuals, Eligible
specified in Section 2(72) of the NRIs, HUFs (in the name of the NRIs and HUFs (in the name of
Companies Act, scheduled karta), companies, corporate bodies, karta)
commercial banks, Mutual Funds, scientific institutions, societies and
FPIs (other than individuals, trusts, and FPIs who are individuals,
corporate bodies and family offices), corporate bodies and family offices
VCFs, AIFs, FVCIs, multilateral and and registered with SEBI
bilateral development financial
institutions, state industrial
development corporation, insurance
companies registered with IRDAI,
provident funds (subject to
applicable law) with minimum
corpus of ₹250 million, pension
funds with minimum corpus of ₹250
million registered with the Pension
Fund Regulatory and Development
Authority established under section
3(1) of the Pension Fund Regulatory
and Development Authority Act,
2013, National Investment Fund set
up by the GoI through resolution F.
No.2/3/2005-DD-II dated November
23, 2005, the insurance funds set up
and managed by army, navy or air
force of the Union of India, insurance
funds set up and managed by the
Department of Posts, India and
431Particulars QIBs(1) NIBs RIBs
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(5)
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA
Bidder, or by the Sponsor Bank(s) through the UPI Mechanism (other than Anchor Investors), that is specified in
the ASBA Form at the time of submission of the ASBA Form
* Assuming full subscription in the Offer
# Our Company, in consultation with the Book Running Lead Managers, may allocate up to 60% of the QIB Portion to Anchor Investors at the Anchor
Investor Offer Price, on a discretionary basis, subject to there being (i) a maximum of two Anchor Investors, where allocation in the Anchor Investor
Portion is up to ₹100 million, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more
than ₹100 million but up to ₹2,500 million under the Anchor Investor Portion, subject to a minimum Allotment of ₹50 million per Anchor Investor, and
(iii) in case of allocation above ₹2,500 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 million, and an additional 10 Anchor Investors for every additional ₹2,500 million or part thereof will be permitted,
subject to minimum allotment of ₹50 million per Anchor Investor. An Anchor Investor will make a minimum Bid of such number of Equity Shares, that
the Bid Amount is at least ₹100 million. One-third of the Anchor Investor Portion will be reserved for domestic Mutual Funds, subject to valid Bids being
received at or above the price at which allocation is made to Anchor Investors.
1. Subject to valid Bids being received at or above the Offer Price. This is an Offer in terms of Rule 19(2)(b) of the SCRR and Regulation 6(2) of the SEBI
ICDR Regulations, wherein not less than 75% of the Offer shall be available for allocation on a proportionate basis to QIBs, provided that our Company,
in consultation with the Book Running Lead Managers, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations, of which 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-allotment 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
more than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the 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.
2. Anchor Investors are not permitted to use the ASBA process. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022,
has mandated that ASBA applications in public issues shall be processed only after the application monies are blocked in the investor’s bank accounts.
Accordingly, Stock Exchanges shall, for all categories of investors viz. Retail, QIB, NIB 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.
3. In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held in the same joint names
and the names are in the same sequence in which they appear in the Bid cum Application Form. The Bid cum Application Form should contain only the
name of the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names. The signature of only such
First Bidder would be required in the Bid cum Application Form and such First Bidder would be deemed to have signed on behalf of the joint holders.
Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories.
4. 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.
Bidders will be required to confirm and will be deemed to have represented to our Company, each of the Selling Shareholders,
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.
The Bids by FPIs with certain structures as described under “Offer Procedure - Bids by FPIs” on page 440 and having same
PAN will be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to such
successful Bidders (with same PAN) will be proportionately distributed.
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 BRLMs and the Designated Stock Exchange, on a proportionate basis.
However, under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories or
a combination of categories. For further details, see “Terms of the Offer” on page 424.
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. In
cases of force majeure, banking strike or similar circumstances, our Company and our Promoters, in consultation with
the BRLMs, for reasons to be recorded in writing, may 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, shall be widely disseminated by notification to the Stock Exchanges by issuing a public
announcement 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.
432OFFER 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 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 by UPI Bidders. The Bidders should note that
the details and process provided in the General Information Document should be read along with this section.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category of investors
eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv) payment
instructions for ASBA Bidders/Applicants; (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.
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, had introduced an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the
UPI Mechanism for RIBs applying through Designated Intermediaries was made effective along with the existing process and
existing timeline of T+6 days. (“UPI Phase I”).
With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with
circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by RIBs through
Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such Designated
Intermediaries to SCSBs for blocking of funds was discontinued and only the UPI Mechanism for such Bids with existing
timeline of T+6 days was mandated for a period of three months or launch of five main board public issues, whichever is later
(“UPI Phase II”). Subsequently however, SEBI vide its circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November
8, 2019, extended the timeline for implementation of UPI Phase II till March 31, 2020. However, given the prevailing
uncertainty due to the COVID-19 pandemic, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30,
2020, had decided to continue with the UPI Phase II till further notice. The final reduced timeline of T+3 days for the UPI
Mechanism for applications by UPI Bidders (“UPI Phase III”) and modalities of the implementation of UPI Phase III was
notified by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made effective on a
voluntary basis for all issues opening on or after September 1, 2023 and on a mandatory basis for all issues opening on or after
December 1, 2023. The Offer will be undertaken pursuant to the processes and procedures under UPI Phase III, subject to any
circulars, clarification or notification issued by the SEBI from time to time. Further, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated
April 20, 2022 and SEBI Circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, had introduced certain
additional measures for streamlining the process of initial public offers and redressing investor grievances. Subsequently, vide
the SEBI RTA Master Circular, read with the SEBI ICDR Master Circular, consolidated the aforementioned circulars to the
extent relevant for RTAs, and rescinded these circulars.
This Updated Draft Red Herring Prospectus – I has been filed with SEBI and the Stock Exchanges under Chapter IIA of the
SEBI ICDR Regulations and in compliance with the other applicable provisions of the SEBI ICDR Regulations. In terms of
Regulation 59C(10) of the SEBI ICDR Regulations, our Company shall, after filing this Updated Draft Red Herring Prospectus
– I with SEBI and the Stock Exchanges, publish an advertisement, in the form prescribed under the SEBI ICDR Regulations, in
all editions of English national daily newspaper, Financial Express, all editions of Hindi national daily newspaper, Jansatta,
and 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, disclosing the fact of the filing of this Updated
Draft Red Herring Prospectus – I.
Subject to market conditions and other regulatory approvals, after complying with observations issued by SEBI and the Stock
Exchanges on the Pre-filed Draft Red Herring Prospectus and post incorporation of other updates, our Company is submitting
this Updated Draft Red Herring Prospectus – I with SEBI and the Stock Exchanges. This Updated Draft Red Herring Prospectus
– I shall be made public for comments, if any, for a period of at least 21 days from the date of filing of this Updated Draft Red
Herring Prospectus – I with SEBI and the Stock Exchanges and will be available on the websites of our Company, SEBI, the
Stock Exchanges and the BRLMs. Our Company will file the Updated Draft Red Herring Prospectus – II with SEBI, if required,
post incorporation of changes pursuant to comments from public, if any, on this Updated Draft Red Herring Prospectus – I,
433along with any changes and observations issued by SEBI and post incorporation of other updates, if any, prior to the filing of
the Red Herring Prospectus with the Registrar of Companies.
In terms of Regulation 23(5) and Regulation 52 of the SEBI ICDR Regulations, the timelines and processes mentioned in the
SEBI RTA 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 three Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated in accordance with applicable
law. The Book Running Lead Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity
responsible for such delay in unblocking. Further, Investors shall be entitled to compensation in the manner specified in the
SEBI ICDR Master Circular, in case of delays in resolving investor grievances in relation to blocking/unblocking of funds.
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.
In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI RTA
Master Circular, shall continue to form part of the agreements being signed between the intermediaries involved in the public
issuance process and BRLMs shall continue to coordinate with intermediaries involved in the said process.
Our Company, each of the Selling Shareholders and the BRLMs, members of the Syndicate do not accept any responsibility for
the completeness and accuracy of the information stated in this section and the GID and are not liable for any amendment,
modification or change in the applicable law which may occur after the date of this Updated Draft Red Herring Prospectus –
I. 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 the Red Herring Prospectus and the Prospectus, when filed.
Pursuant to circular no. NSDL/CIR/II/28/2023 dated August 8, 2023, issued by NSDL and circular no.
CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023 issued by CDSL, our Company may request the Depositories to
suspend/ freeze the ISIN in depository system till withdrawal of the Offer or listing/ trading effective date. Pursuant to the
aforementioned circulars, our Company may request the Depositories to suspend/ freeze the ISIN in depository system from or
around the date of the Red Herring Prospectus till withdrawal of the Offer or listing and commencement of trading of our
Equity Shares. The shareholders who intend to transfer the pre-Offer shares may request our Company and/ or the Registrar
for facilitating transfer of shares under suspended/ frozen ISIN by submitting requisite documents to our Company and/ or the
Registrar. Our Company and/ or the Registrar would then send the requisite documents along with applicable stamp duty and
corporate action charges to the respective depository to execute the transfer of shares under suspended ISIN through corporate
action. The transfer request shall be accepted by the Depositories from our Company till one day prior to Bid/ Offer Opening
Date
Further, our Company, each of the Selling Shareholders and the Members of the Syndicate are not liable for any adverse
occurrences consequent to the implementation of the UPI Mechanism for application in the Offer.
Book Building Procedure
The Offer is being made in terms of Rule 19(2)(b) of the SCRR, through the Book Building Process in accordance with
Regulation 6(2) of the SEBI ICDR Regulations wherein not less than 75% of the Offer shall be allocated on a proportionate
basis to QIBs, provided that our Company, in consultation with the BRLMs, shall 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-allotment 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, in accordance with Regulation 40(3) of the SEBI ICDR Regulations, the QIB Portion will not
be underwritten by the Underwriters pursuant to the Underwriting Agreement. Further, not more than 15% of the Offer shall be
available for allocation on a proportionate basis to NIBs of which one-third of the Non-Institutional Portion will be available
for allocation to Bidders with an application size of more than ₹200,000 up to ₹1,000,000 and two-thirds of the Non-Institutional
Portion will be available for allocation to Bidders with an application size of more than ₹1,000,000 and undersubscription In
either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-
Institutional Portion. Further, not more than 10% of the 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.
Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill over
proportionately from any other category or combination of categories of Bidders at the discretion of our Company, in
434consultation 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.
Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The
Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client
ID, PAN and UPI ID, as applicable, 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 the Equity Shares rematerialised subsequent
to Allotment of the Equity Shares in the Offer, subject to applicable laws.
As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form on the Stock
Exchanges.
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 three
Working Days. Considering the time required for making necessary changes to the systems and to ensure complete and smooth
transition to the UPI payment mechanism, the UPI Circulars have introduced the UPI Mechanism in three phases in the
following manner:
Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public issues,
whichever was later. Subsequently, the timeline for implementation of Phase I was extended until June 30, 2019. Under this
phase, a RIB had the option to submit the ASBA Form with any of the Designated Intermediary and use his/ her UPI ID for the
purpose of blocking of funds. The time duration from public issue closure to listing continued to be six Working Days.
Phase II: This phase had become applicable from July 1, 2019 and was to initially continue for a period of three months or
floating of five main board public issues, whichever is later. SEBI vide its circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133
dated November 8, 2019 had decided to extend the timeline for implementation of UPI Phase II until March 31, 2020.
Subsequently, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 had extended the timeline
for implementation of UPI Phase II until further notice. Under this phase, submission of the ASBA Form by RIBs through
Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been discontinued and replaced by the UPI
Mechanism. However, the time duration from public issue closure to listing continued to be six Working Days during this
phase.
Phase III: This phase became applicable on a voluntary basis for all issues opening on or after September 1, 2023 and has
become applicable on a mandatory basis for all issues opening on or after December 1, 2023. In this phase, the time duration
from public issue closure to listing has been reduced to three Working Days.
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 Circulars include, appointment of a nodal officer
by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and
unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications
on a daily basis to the SCSBs, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than
one day from the date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline and
submit confirmation of the same to the BRLMs and the Registrar to the Offer would result in the SCSBs being penalised 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.
The Offer will be made under UPI Phase III of the UPI Circulars. The Offer will be advertised in all editions of Financial
Express, a widely circulated English national daily newspaper and in all editions of Jansatta, a widely circulated Hindi national
daily newspaper and in Mumbai edition of Navshakti, a Marathi daily newspaper (Marathi being the regional language of
Maharashtra, where our Registered and Corporate Office is located) each with wide circulation on or prior to the Bid/Offer
Opening Date and such advertisement shall also be made available to the Stock Exchanges for the purpose of uploading on their
websites.
All SCSBs offering facility of making application in public issues shall also provide facility to make application using the UPI
Mechanism. Our Company has appointed certain of the SCSBs as the Sponsor Bank(s) to act as a conduit between the Stock
Exchanges and NPCI in order to facilitate collection of requests and/ or payment instructions of the UPI Bidders using the UPI
Mechanism.
For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the
435BRLMs.
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. Electronic copies of the Bid
cum Application Forms will also be available for download on the websites of NSE (www.nseindia.com) and BSE
(www.bseindia.com) at least one day prior to the Bid/ 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, which
shall include the UPI Mechanism in case of UPI Bidders. Anchor Investors are not permitted to participate in the Offer through
the ASBA process.
UPI Bidders Bidding 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 Forms that do not contain the UPI ID are liable to be rejected.
ASBA Bidders must provide either (i) the bank account details and authorisation to block funds in their respective ASBA
Accounts, or (ii) the UPI ID, as applicable in the relevant space provided in the ASBA Form. The ASBA Forms that do not
contain such details are liable to be rejected.
Since the Offer is made under Phase III of the UPI Circulars, ASBA Bidders may submit the ASBA Form in the manner below:
A. RIBs (other than the UPI Bidders using UPI Mechanism) may submit their ASBA Forms with SCSBs (physically or
online, as applicable), or online using the facility of linked online trading, demat and bank account (3 in 1 type
accounts), provided by certain brokers
B. UPI Bidders using UPI Mechanism may submit their ASBA Forms with the Syndicate, sub-syndicate members,
Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in
1 type accounts), provided by certain brokers.
C. QIBs and Non-Institutional Bidders (other than Non-Institutional Bidders using UPI Mechanism) may submit their
ASBA Forms with SCSBs, Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs.
The ASBA Bidders, including UPI 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 number 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 authorising an SCSB to block the Bid
Amount in the ASBA Account may submit their ASBA Forms with the SCSBs (except UPI Bidders using the UPI Mechanism).
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 Bank(s), as applicable at the time of submitting the Bid.
Anchor Investors are not permitted to participate in the Offer through the ASBA process. For Anchor Investors, the Anchor
Investor Application Form will be available with the BRLMs.
The prescribed colour of the Bid cum Application Form for the various categories is as follows:
Category Colour of Bid cum
Application Form*
Resident Indians, including resident QIBs, Non-Institutional Bidders, Retail Individual Bidders and Eligible NRIs [●]
applying on a non-repatriation basis(1)
Non-Residents including Eligible NRIs, their sub-accounts (other than sub-accounts which are foreign corporates [●]
or foreign individuals under the QIB Portion), FPIs or FVCIs registered multilateral and bilateral development
financial institutions applying on a repatriation basis (1)
Anchor Investors(2) [●]
* Excluding electronic Bid cum Application Forms
Notes:
(1) Electronic Bid cum Application forms and the Abridged Prospectus will also be available for download on the websites of the Stock Exchanges
(www.nseindia.com and www.bseindia.com).
(2) Bid cum Application Forms for Anchor Investors shall be available at the offices of the BRLMs.
436In case of ASBA forms, the relevant Designated Intermediaries shall upload the relevant bid details in the electronic bidding
system of the Stock Exchanges and the Stock Exchanges shall accept the ASBA applications in their electronic bidding system
only with a mandatory confirmation on application monies blocked. For UPI Bidders using UPI Mechanism, the Stock
Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on a continuous basis to enable the Sponsor
Bank(s) to initiate UPI Mandate Request to UPI Bidders for blocking of funds. For ASBA Forms (other than UPI Bidders using
UPI Mechanism) Designated Intermediaries (other than SCSBs) shall submit/ deliver the ASBA Forms to the respective SCSB
where the Bidder has an ASBA bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank.
For UPI Bidders using UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor
Banks on a continuous basis through API integration to enable the Sponsor Banks to initiate UPI Mandate Request to RIBs for
blocking of funds. The Sponsor Banks shall initiate request for blocking of funds through NPCI to RIBs, who shall accept the
UPI mandate request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account.
In accordance with BSE Circular No: 20220803-40 and NSE Circular No: 25/2022, each dated August 3, 2022, 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 pm 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 of funds prior to the Cut-
Off Time and all pending UPI mandate requests at the Cut-Off Time shall lapse. For ensuring timely information to investors,
SCSBs shall send SMS alerts as specified in the SEBI ICDR Master Circular. 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 an issue) 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 Sponsor Bank(s) and Banker(s) to the Offer shall provide the audit trail to the Book Running Lead Managers for analysing
the same and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts as specified in the
SEBI ICDR Master Circular.
The processing fees for applications made by the UPI Bidders using the UPI Mechanism may be released to the SCSBs only
after such SCSBs provide a written confirmation in compliance with the SEBI ICDR Master Circular, in a format as prescribed
by SEBI, from time to time, and such payment of processing fees to the SCSBs shall be made in compliance with circulars
prescribed by SEBI and applicable law.
Pursuant to NSE circular dated August 3, 2022, the following is applicable to all initial public offers opening on or after
September 1, 2022:
I. Cut-off time for acceptance of UPI Mandate shall be up to 5:00 pm on the initial public offer closure date and existing
process of UPI bid entry by syndicate members, registrars to the offer and depository participants shall continue till
further notice.
II. There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on T+1 day for
already uploaded bids. The dedicated window provided for mismatch modification on T+1 day shall be discontinued.
III. Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up to 5:00
pm on the initial public offer closure day.
IV. Exchanges shall display bid details of only successful ASBA blocked applications i.e. Application with latest status as
RC 100 – Block Request Accepted by Investor/ Client.
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any
other applicable law of the United States, and unless so registered, may not be offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and in accordance with any applicable U.S. state securities laws. Accordingly, the Equity Shares are being
offered and sold (a) outside the United States in offshore transactions as defined in and in compliance with Regulation
S and the applicable laws of the jurisdictions where those offers and sales are made, and (b) in the United States only to
persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities
Act) pursuant to Section 4(a) of the U.S. Securities Act.
Electronic registration of Bids
a. The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The Designated
Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the condition that they
may subsequently upload the off-line data file into the on-line facilities for Book Building on a regular basis before
the closure of the Offer, subject to applicable laws.
437b. 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 the Red Herring Prospectus.
c. Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The Designated
Intermediaries are given until 5:00 pm 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.
Participation by the BRLMs, associates and affiliates of the BRLMs and the Syndicate Member(s) and the persons
related to BRLMs and the Syndicate Member(s)
The BRLMs and the Syndicate Member(s) 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(s) may purchase Equity Shares in the Issue, either in the QIB Portion or in the Non-Institutional Category as may be
applicable to such Bidders, where the allocation is on a proportionate basis 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(s), shall be treated equally for the purpose of allocation to be made on a proportionate basis.
Except for Mutual Funds sponsored by entities which are associates of the BRLMs or AIFs sponsored by entities which are
associates of the BRLMs or FPIs (other than individuals, corporate bodies and family offices) sponsored by entities which are
associates of the BRLMs or insurance companies promoted by entities which are associates of the BRLMs, no BRLMs or their
respective associates can apply in the Offer under the Anchor Investor Portion.
Further, an Anchor Investor shall be deemed to be an “associate of the Lead Manager” if: (i) either of them controls, directly
or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (ii) either of them,
directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (iii) there is a common
director, excluding nominee director, amongst the Anchor Investors and the BRLMs.
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 reserve the right to reject any Bid without
assigning any reason thereof.
Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned
schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and
such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids
clearly indicate the scheme concerned for which 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 exchange traded fund
or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10% of any company’s
paid-up share capital carrying voting rights.
Bids by Eligible NRIs
Eligible NRIs 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 authorise their respective SCSB (if they are Bidding
directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through the UPI Mechanism) to
block their Non- Resident External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) accounts, and eligible
NRI Bidders bidding on a non-repatriation basis by using Resident Forms should authorise their respective SCSB (if they are
Bidding directly through SCSB) or confirm or accept the UPI Mandate Request (in case of 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.
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 through the UPI Mechanism are advised to enquire with
the relevant bank, whether their account is UPI linked, prior to submitting a Bid cum Application Form. In accordance with
FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not exceed 5% of the total paid-up equity
share capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each series of debentures or preference
438shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together shall not exceed
10% of the total paid-up equity share capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series
of debentures or preference shares or share warrant or such other limit as may be stipulated by RBI in each case, from time to
time. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the
members of the Indian Company in a general meeting, provided however that the shareholding of each NRI in our Company
shall not exceed 5% of the Equity Share capital or such other limit as may be stipulated by RBI in each case, from time to time.
Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents ([●] in colour).
Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents ([●]
in colour).
For details of investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 451. Participation of
Eligible NRIs shall be subject to the FEMA Rules.
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 by
HUFs will be considered at par with Bids from individuals.
Bids by Eligible NRIs, HUFs and FPIs other than individuals, corporate bodies and family offices, for a Bid Amount of less
than ₹200,000 would be considered under the Retail 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.
Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section, the key terms
for participation by Anchor Investors are provided below.
1) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the Book
Running Lead Managers.
2) 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.
3) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds subject to valid
Bids being received from domestic Mutual Funds at or above Anchor Investor Allocation Price.
4) Bidding for Anchor Investors will open one Working Day before the Bid/ Offer Opening Date and will be completed
on the same day.
5) Our Company in consultation with the Book Running Lead Managers, will 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
million; (b) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor
Portion is more than ₹100 million but up to ₹2,500 million, subject to a minimum Allotment of ₹50 million per Anchor
Investor; and (c) in case of allocation above ₹2,500 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 million, and an additional 10 Anchor
Investors for every additional ₹2,500 million, subject to minimum Allotment of ₹50 million per Anchor Investor.
6) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity Shares
allocated to Anchor Investors and the price at which the allocation is made, will be made available in the public domain
by the Book Running Lead Managers before the Bid/ Offer Opening Date, through intimation to the Stock Exchanges.
7) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
8) 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 Allocation 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 Allocation
Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Offer Price.
9) 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period
439of 90 days from the date of Allotment and the remaining 50% of the Equity Shares Allotted to Anchor Investors will
be locked in for a period of 30 days from the date of Allotment.
10) Neither the Book Running Lead Managers or any associate of the Book Running Lead Managers (other than Mutual
Funds sponsored by entities which are associates of the BRLMs or AIFs sponsored by entities which are associates of
the BRLMs or FPIs (other than individuals, corporate bodies and family offices) which are associates of the BRLMs
or insurance companies promoted by entities which are associates of the BRLMs or pension funds sponsored by entities
which are associates of the BRLMs) shall apply in the Offer under the Anchor Investors Portion. For details, see “Offer
Procedure – Participation by the BRLMs, associates and affiliates of the BRLMs and the Syndicate Member(s) and
the persons related to BRLMs and the Syndicate Member(s)” on page 438.
11) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids.
Bids by FPIs
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is required
to be attached to the Bid cum Application Form, failing which our Company, in consultation with the BRLMs, reserves the
right to reject any Bid without assigning any reason, subject to applicable laws.
To ensure compliance with the applicable limits, SEBI, pursuant to its master circular bearing reference number
SEBI/HO/AFD/AFD-PoD-2/P/CIR/2024/70 dated May 30, 2024 and the SEBI RTA Master Circular, has directed that at the
time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department of India
for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs/ FPI investor group who
have invested in the Offer to ensure there is no breach of the investment limit, within the timelines for Offer procedure, as
prescribed by SEBI from time to time.
Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs
shall not be treated as multiple Bids:
• FPIs which utilise the multi-investment manager structure, indicating the name of their respective investment managers
in such confirmation;
• Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary derivative
investments;
• Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;
• FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme or fund has
multiple investment strategies/sub-funds with identifiable differences and managed by a single investment manager;
• Multiple branches in different jurisdictions of foreign bank registered as FPIs;
• Government and Government related investors registered as Category 1 FPIs; and
• Entities registered as collective investment scheme having multiple share classes.
The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and identified as a
single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately distributed to the applicant FPIs
(with same PAN).
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 terms of the FEMA Rules, for calculating the aggregate holding of FPIs in a company,
holding of all registered FPIs shall be included.
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 against securities held
by it in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only
by persons registered as Category I FPIs; (ii) such offshore derivative instruments are issued only to persons eligible for
registration as Category I FPIs; (iii) such offshore derivative instruments are issued after compliance with ‘know your client’
norms; and (iv) such other conditions as may be specified by SEBI from time to time.
An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative instruments
issued by, or on behalf of it subject to, inter alia, the following conditions:
440(a) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations; and
(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred are pre-approved by the FPI.
The FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for Non-Residents (in [●]
colour).
Further, Bids received from FPIs bearing the same PAN shall be treated as multiple Bids and are liable to be rejected, except
for Bids from FPIs that utilize the multiple investment manager structure (“MIM Structure”) in accordance with the SEBI
master circular bearing reference number SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022, provided such Bids
have been made with different beneficiary account numbers, Client IDs and DP IDs. Accordingly, it should be noted that
multiple Bids received from FPIs, who do not utilize the MIM Structure, and bear the same PAN, are liable to be rejected. In
order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary account numbers,
Client IDs and DP IDs, are required to provide a confirmation in the Bid cum Application Forms that the relevant FPIs making
multiple Bids utilize the MIM Structure and indicate the names of their respective investment managers in such confirmations.
In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be rejected.
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 this
Updated Draft Red Herring Prospectus – I 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 the Red Herring Prospectus.”
In terms of the SEBI FPI Regulations, the offer of Equity Shares to a single FPI or an investor group (which means multiple
entities having common ownership directly or indirectly of more than 50% or common control) must be below 10% of our total
paid-up Equity Share capital of our Company, on a fully diluted basis. Further, in terms of the FEMA Rules, the total holding
by each FPI, of an investor group, shall be below 10% of the total paid-up Equity Share capital of our Company on a fully
diluted basis and the aggregate limit for FPI investments shall be the sectoral caps applicable to our Company, which is 100%
of the total paid-up Equity Share capital of our Company on a fully diluted basis. In case the total holding of an FPI or investor
group increases beyond 10% of the total paid-up Equity Share capital of our Company, on a fully diluted basis, the total
investment made by the FPI or investor group will be re-classified as FDI subject to the conditions as specified by SEBI and
the RBI in this regard and our Company and the investor will be required to comply with applicable reporting requirements.
Further, the total holdings of all FPIs put together, with effect from April 1, 2020, can be up to the sectoral cap applicable to
the sector in which our Company operates (i.e., up to 100%).
For details of investment by FPIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 451. Participation of
FPIs shall be subject to the FEMA Rules.
All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if
any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company, each of 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 SEBI registered VCFs, AIFs and FVCIs
The SEBI AIF Regulations prescribe, among other things, the investment restrictions on AIFs. The SEBI VCF Regulations and
the SEBI FVCI Regulations prescribe, among other things, the investment restrictions on VCFs and FVCIs, respectively,
registered with SEBI. While the SEBI VCF Regulations have since been repealed, the funds registered as VCFs under the SEBI
VCF Regulations continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme managed by the
fund is wound up and such fund shall not launch any new scheme after the notification of the SEBI AIF Regulations. The
holding in any company by any individual VCF or FVCI registered with SEBI should not exceed 25% of the corpus of the VCF
of FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds in various prescribed instruments,
including in public offering.
There is no reservation for Eligible NRI Bidders, AIFs, FPIs and FVCIs. All Bidders will be treated on the same basis with
other categories for the purpose of allocation.
Further, the SEBI AIF Regulations prescribe, among other things, the investment restrictions on AIFs. Category I AIFs and
Category II AIFs cannot invest more than 25% of the investible funds in one investee company directly or through investment
in the units of other AIFs. A Category III AIF cannot invest more than 10% of the investible funds in one investee company
441directly or through investment in the units of other AIFs. AIFs which are authorised under the fund documents to invest in units
of AIFs are prohibited from offering their units for subscription to other AIFs.
All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if
any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company or the 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 reserve the right to reject any Bid without
assigning any reason thereof, subject to applicable law.
Bids by banking companies
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued by
RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum
Application Form, failing which our Company, in consultation with the BRLMs reserve the right to reject any Bid without
assigning any reason thereof, subject to applicable law.
The investment limit for banking companies in non-financial services companies as per the as per the Banking Regulation Act,
and the Master– Directions – Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended, is
10% of the paid-up share capital of the investee company, not being its subsidiary engaged in non-financial services, or 10%
of the bank’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 bank
is required to submit a time bound action plan to the RBI for the disposal of such shares within a specified period. Further no
bank shall hold along with its subsidiaries, associates or joint ventures or entities directly or indirectly controlled by the bank;
and mutual funds managed by asset management companies controlled by the bank, more than 20% of the investee company’s
paid-up share capital engaged in non-financial services. However, this cap does not apply to the cases mentioned in (i) and (ii)
above.
The aggregate equity investments made by a banking company in all subsidiaries and other entities engaged in financial services
and non-financial services, including overseas investments shall not exceed 20% of the bank’s paid-up share capital and
reserves. Bids by banking companies should not exceed the investment limits prescribed for them under the applicable laws.
Bids by SCSBs
SCSBs participating in the Offer are required to comply with applicable law, including the terms of the SEBI circulars (Nos.
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013) dated September 13, 2012 and January 2, 2013, respectively. 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 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 Book Running
Lead Managers, reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law.
The exposure norms for insurers are prescribed under the IRDAI (Actuarial, Finance and Investment Functions of Insurers)
Regulations, 2024, based on investments in the equity shares of a company, the entire group of the investee company and the
industry sector in which the investee company operates. Insurance companies are entitled to invest only in other listed insurance
companies and insurance companies participating in the Offer are advised to refer to the IRDAI (Actuarial, Finance and
Investment Functions of Insurers) Regulations, 2024, for specific investment limits applicable to them and shall comply with
all applicable regulations, guidelines and circulars issued by IRDAI from time to time.
Bids by provident funds/ pension funds
442In case of Bids made by provident funds with minimum corpus of ₹250 million and pension funds with minimum corpus of
₹250 million, 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, a certified copy of a 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 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, AIFs, Mutual Funds, insurance companies, systemically important NBFCs, insurance funds set up by the army, navy or
air force of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund and provident
funds with a minimum corpus of ₹250 million (subject to applicable law) and pension funds with a minimum corpus of ₹250
million, 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, reserve the right to accept or reject any Bid in
whole or in part, in either case, without assigning any reason thereof.
Our Company in consultation with the BRLMs in their absolute discretion, reserve the right to relax the above condition of
simultaneous lodging of the power of attorney along with the Bid cum Application Form subject to the terms and conditions
that our Company in consultation with the BRLMs may deem fit.
Bids by Systemically Important Non-Banking Financial Companies
In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the certificate of registration
issued by RBI, (ii) certified copy of its last audited financial statements on a standalone basis and a net worth certificate from
its statutory auditor, and (iii) 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, reserve the right to
reject any Bid without assigning any reason thereof, subject to applicable law. Systemically Important NBFCs participating in
the Offer shall comply with all applicable regulations, guidelines and circulars issued by RBI from time to time.
The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
In accordance with existing regulations issued by the RBI, OCBs cannot participate in the Offer.
The above information is given for the benefit of the Bidders. Our Company, each of the Selling Shareholders and the
BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may
occur after the date of this Updated Draft Red Herring Prospectus – I. Bidders are advised to make their independent
investigations and ensure that any single Bid from them does not exceed the applicable investment limits or maximum
number of the Equity Shares that can be held by them under applicable law or regulation or as specified in the Red
Herring Prospectus and the Prospectus, when filed.
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 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 this Updated Draft Red Herring Prospectus – I or the Red Herring Prospectus; nor does it warrant that the Equity
Shares will be listed or will continue to be listed on the Stock Exchanges.
General Instructions
Please note that QIBs and NIBs are not permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity
443of Equity Shares or the Bid Amount) at any stage. RIBs can revise their Bid(s) during the Bid/Offer Period and withdraw their
Bid(s) until Bid/Offer Closing Date. Anchor Investors are not allowed to withdraw their Bids after the Anchor Investor
Bid/Offer Period.
Do’s:
1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should submit their Bids through the
ASBA process only;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form, as the case may be, in the prescribed
form;
4. Ensure that you (other than in the case of Anchor Investors) have mentioned the correct details of ASBA Account
number (i.e. bank account number or UPI ID, as applicable) and PAN in the Bid cum Application Form if you are not
an UPI Bidder using the UPI Mechanism in the Bid cum Application Form and if you are an 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;
5. UPI Bidders using UPI Mechanism through the SCSBs and mobile applications shall ensure that the name of the bank
appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure that
the name of the app and the UPI handle which is used for making the application appears in the list 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;
6. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre (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;
7. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB, before
submitting the ASBA Form to any of the Designated Intermediaries;
8. Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and the Bidders
depository account is active, as Allotment of the Equity Shares will be in dematerialized form only;
9. UPI Bidders using UPI Mechanism, may submit their ASBA Forms with the Syndicate Member(s), Registered
Brokers, RTAs or CDPs and should ensure that the ASBA Form contains the stamp of such Designated Intermediary;
10. 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;
11. Ensure that you request for and receive a stamped acknowledgement counterfoil of the Bid cum Application Form for
all your Bid options from the concerned Designated Intermediary, if applicable;
12. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should
contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account
held in joint names. Ensure that the signature of the First Bidder is included in the Bid cum Application Forms;
13. UPI Bidders in the Offer to ensure that they shall use only their own ASBA Account or only their own bank account
linked UPI ID which is UPI 2.0 certified by NPCI to make an application in the Offer and not ASBA Account or bank
account linked UPI ID of any third party;
14. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was
placed and obtain a revised acknowledgment;
15. RIBs not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs and/or the
designated branches of SCSBs;
16. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form, or have
otherwise provided an authorisation to the SCSB or Sponsor Bank(s), as applicable, via the electronic mode, for
444blocking 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 authorise the UPI Mandate Request raised by the Sponsor
Bank(s) for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment;
17. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in
terms of the SEBI circular no. MRD/DoP/Cir-20/2008 dated June 30, 2008, 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 a 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;
18. Ensure that the Demographic Details are updated, true and correct in all respects;
19. 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;
20. Ensure that the category and the investor status is indicated in the Bid cum Application Form;
21. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant documents
are submitted;
22. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign and Indian
laws;
23. Since the Allotment will be in dematerialised form only, ensure that the Bidder’s depository account is active, the
correct DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application Form and that
the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered into the online IPO system
of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches with the name, DP ID, Client
ID, PAN and UPI ID, if applicable, available in the depository database;
24. Ensure that when applying in the Offer using UPI, the name of your SCSB appears in the list of SCSBs displayed on
the SEBI website which are live on UPI;
25. UPI Bidders who wish to Bid using the UPI Mechanism, should submit Bid with the Designated Intermediaries,
pursuant to which the UPI Bidder should ensure acceptance of the UPI Mandate Request received from the Sponsor
Bank(s) to authorise blocking of funds equivalent to the revised Bid Amount in the UPI Bidder’s ASBA Account;
26. Anchor Investors should submit the Anchor Investor Application Forms to the BRLMs;
27. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank(s) prior to 5:00 p.m. on the
Bid/ Offer Closing Date;
28. 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;
29. UPI Bidders who have revised their Bids subsequent to making the initial Bid, should also approve the revised UPI
Mandate Request generated by the Sponsor Bank(s) to authorise blocking of funds equivalent to the revised Bid
Amount in their account and subsequent debit of funds in case of allotment in a timely manner;
30. UPI Bidders 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 ASBA Form;
31. UPI Bidders shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI
Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI PIN. Upon the
authorisation of the mandate using his/her UPI PIN, a UPI Bidder may be deemed to have verified the attachment
445containing the application details of the UPI Bidder in the UPI Mandate Request and have agreed to block the entire
Bid Amount and authorised the Sponsor Bank(s) to block the Bid Amount mentioned in the Bid Cum Application
Form;
32. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than for Anchor
Investors and UPI Bidders bidding using the UPI Mechanism) 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);
33. The ASBA bidders shall ensure that bids above ₹500,000, are uploaded only by the SCSBs; and
34. If you are in the United States or a US person then you are both a US QIB and a QP, and you will purchase, hold or
transfer Equity Shares amounting to at least US$250,000 or its equivalent in another currency.
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 list 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, is liable to be rejected.
Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest;
3. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;
4. Do not Bid at Cut-off Price (for Bids by QIBs and NIBs);
5. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;
6. Do not submit the Bid for an amount more than funds available in your ASBA account.
7. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application
Forms in a colour prescribed for another category of a Bidder;
8. In case of ASBA Bidders, do not submit more than one ASBA Forms per ASBA Account;
9. If you are a UPI Bidder and are using UPI Mechanism, do not submit more than one ASBA Form for each UPI ID;
10. Anchor Investors should not Bid through the ASBA process;
11. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA
Forms or to our Company;
12. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary;
13. Do not submit the General Index Register (GIR) number instead of the PAN;
14. Do not submit incorrect details of the DP ID, Client ID, 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;
15. 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;
16. Do not submit a Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in the
relevant ASBA Account or in the case of UPI Bidders, in the UPI-linked bank account where funds for making the
Bid are available;
17. 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);
18. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price;
19. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
44620. Do not Bid on another ASBA Form or the Anchor Investor Application Form, as the case may be, after you have
submitted a Bid to any of the Designated Intermediaries;
21. Do not Bid for Equity Shares in excess of what is specified for each category;
22. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for, 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 the Red Herring Prospectus;
23. 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 NIB. RIBs can revise or withdraw their Bids on or before the Bid/ Offer Closing
Date;
24. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres;
25. If you are an UPI Bidder which is submitting the ASBA Form with any of the Designated Intermediaries and using
your UPI ID for the purpose of blocking of funds, do not use any third-party bank account or third party linked bank
account UPI ID;
26. 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;
27. Do not submit a Bid cum Application Form with a third-party UPI ID or using a third-party bank account (in case of
Bids submitted by UPI Bidders using the UPI Mechanism);
28. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an SCSB
or bank which is not mentioned in the list provided on the SEBI website is liable to be rejected; and
29. Do not Bid if you are an OCB.
30. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Member(s) shall ensure that they do not upload any bids
above ₹ 500,000; and
31. If you are in the United States or a US person, then do not Bid for a Bid Amount for less than US$250,000 or its
equivalent in another currency.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. For details
of grounds for technical rejections of a Bid cum Application Form, please see the General Information Document.
Further, in case of any pre-Offer or post -Offer related issues regarding share certificates/ demat credit/refund orders/unblocking
etc., investors can reach out our Company Secretary and Compliance Officer. For further details of our Company Secretary and
Compliance Officer, see “General Information” and “Our Management” on pages 81 and 244, respectively.
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 Bid Amount, whichever is higher 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 Book Running
Lead Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such
delay in unblocking. Further, Bidders shall be entitled to compensation in the manner specified in the SEBI ICDR Master
Circular (to the extent applicable) in case of delays in resolving investor grievances in relation to blocking/unblocking of funds.
For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information Document.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Designated Stock Exchanges, along with the Book Running Lead Managers and the Registrar,
shall ensure that the Basis of Allotment is finalised 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 offered through the 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 1% of the Offer to public may be
made for the purpose of making Allotment in minimum lots.
447The allotment of Equity Shares to applicants 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 RIB shall not be less than the minimum bid lot, subject to the availability of shares in RIB Portion, and
the remaining available Equity Shares, if any, shall be allotted on a proportionate basis. The allotment of Equity Shares to each
NIB shall not be less than minimum application size, subject to the availability of Equity Shares in Non-Institutional Portion,
and the remaining Equity Shares, if any, shall be allotted on a proportionate basis in accordance with the conditions specified
in this regard in the SEBI ICDR Regulations.
Payment into Escrow Account(s) for Anchor Investors
Our Company in consultation with the BRLMs, in their absolute discretion, will decide the list of Anchor Investors to whom
the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names will be
notified to such Anchor Investors. For Anchor Investors, the payment instruments for payment into the Escrow Account(s)
should be drawn in favour of:
(a) In case of resident Anchor Investors: “[●]”
(b) In case of Non-Resident Anchor Investors: “[●]”
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement
amongst 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 Advertisement
Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing the Red Herring Prospectus with the RoC,
publish a pre- Offer advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions of Financial Express,
an English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper and Mumbai edition of Navshakti,
a Marathi daily newspaper, Marathi being the regional language of Maharashtra, where our Registered and Corporate Office is
located, each with wide circulation.
In the pre-Offer advertisement, we shall state the Bid/ Offer Opening Date and the Bid/ Offer Closing Date. This advertisement,
subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format prescribed in Part A of Schedule X
of the SEBI ICDR Regulations.
Allotment Advertisement
The Allotment advertisement shall be uploaded on the websites of our Company, BRLMs and Registrar to the Offer, before 9
p.m. IST, on the date of receipt of the final listing and trading approval from the Stock Exchanges, provided such final listing
and trading approval from all the Stock Exchanges is received prior to 9:00 p.m. IST on that day. In an event, if final listing
and trading approval from the Stock Exchanges is received post 9:00 p.m. IST on that 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 all the Stock Exchanges.
Our Company, the Book Running Lead Managers and the Registrar shall publish an allotment advertisement before
commencement of trading, disclosing the date of commencement of trading in all editions of Financial Express, an English
national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper and Mumbai edition of Navshakti, a Marathi
daily newspaper (Marathi being the regional language of Maharashtra, where our Registered and Corporate Office is located),
each with wide circulation.
The information set out above is given for the benefit of the Bidders/Applicants. Our Company, the Selling Shareholders,
severally and not jointly and the Book Running Lead Managers are not liable for any amendments or modification or
changes in applicable laws or regulations, which may occur after the date of this Updated Draft Red Herring Prospectus
– I. Bidders/Applicants are advised to make their independent investigations and ensure that the number of Equity
Shares Bid for do not exceed the prescribed limits under applicable laws or regulations.
Signing of the Underwriting Agreement and filing with the RoC
(a) Our Company, the Selling Shareholders, the Underwriters and the Registrar intend to enter into an Underwriting
Agreement after the finalisation of the Offer Price, but prior to filing of the Prospectus.
(b) After signing the Underwriting Agreement, a Prospectus will be filed with the RoC in accordance with applicable law.
The Prospectus will contain details of the Offer Price, the Anchor Investor Offer Price, the Offer size, and underwriting
448arrangements and will be complete in all material respects.
Undertakings by our Company
Our Company undertakes the following:
• adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders (including
Anchor Investor Application Form from Anchor Investors);
• the complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily;
• that the Allotment Advice/refund confirmation to Eligible NRIs shall be dispatched within specified time
• 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 shall be taken within three Working Days from the
Bid/Offer Closing Date or such other time as prescribed by SEBI under applicable law;
• if Allotment is not made within the prescribed time period under applicable law, the entire subscription amount
received will be refunded/unblocked within the time prescribed under applicable law. If there is delay beyond the
prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI ICDR
Regulations and applicable law for the delayed period;
• the funds required for making refunds/unblocking (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 applicant 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;
• any allotment of Equity Shares to employees of our Company pursuant to exercise of options granted under the ESOP
Schemes and conversion of CCPS into Equity Shares prior to the filing of the Red Herring Prospectus with the RoC,
no further issue of the Equity Shares shall be made from the date of observations issued by the SEBI on this Updated
Draft Red Herring Prospectus – I until the Equity Shares offered through the Red Herring Prospectus are listed or until
the Bid monies are unblocked in ASBA Account/refunded on account of non-listing, under-subscription, etc.;
• our Company and our Promoters, in consultation with the BRLMs, reserves the right not to proceed with the Offer, in
whole or in part thereof, after the Bid/ Offer Opening Date but before the Allotment. In such an event, our Company
would issue a public notice in the newspapers in which the pre-Offer advertisements were published, within two days
of the Bid/ Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding
with the Offer and inform the Stock Exchanges promptly on which the Equity Shares are proposed to be listed;
• if our Company and our Promoters, in consultation with the BRLMs, withdraw the Offer after the Bid/ Offer Closing
Date and thereafter determines that it will proceed with an issue of the Equity Shares, our Company shall file a fresh
pre-filed draft red herring prospectus with SEBI; and
• that our Company shall not have recourse to the Net Proceeds until the final approval for listing and trading of the
Equity Shares from all the Stock Exchanges where listing is sought has been received.
Undertakings by the Selling Shareholders
Each of the Selling Shareholder, severally and not jointly, solely, in respect of itself as a Selling Shareholder and its respective
portion of the Offered Shares, undertakes that:
1. its respective portion of the Offered Shares and where applicable, pursuant to conversion of the Preference Shares held
by it into Equity Shares, are fully paid-up and shall be in dematerialised form at the time of transfer;
2. it shall, where applicable, extend such reasonable support and co-operation to the Company and take all necessary
actions as are required to be taken by them, to convert all the outstanding Preference Shares held by it into Equity
Shares, before the filing of the Red Herring Prospectus, in consultation with the BRLMs and the Company.
3. it is and where applicable, pursuant to conversion of the Preference Shares currently held by it into Equity Shares, the
legal and beneficial holder of its respective portion of the Offered Shares, holding clear and marketable title to its
respective portion of the Offered Shares, and that the Offered Shares shall be transferred in the Offer, free and clear of
any encumbrances; and
4494. it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or
otherwise, to any person for making a Bid in the Offer, except for fees or commission for services rendered in
connection with the Offer.
Utilisation of Offer Proceeds
Our Board of Directors certifies and declares that:
• all monies received out of the Offer shall be credited/transferred to a separate bank account in a scheduled bank, within
the meaning of Section 40(3) of the Companies Act, 2013;
• details of all monies authorised out of the Offer shall be disclosed, and continue to be disclosed till the time any part
of the Offer proceeds remains un-utilised, under an appropriate head in the balance sheet of our Company indicating
the purpose for which such monies have been authorised; and
• details of all un-utilised monies out of the Offer, if any shall be disclosed under an appropriate separate head in the
balance sheet indicating the form in which such un-utilised monies have been invested.
Impersonation
Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013
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, 2013 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 years.) Further,
where the fraud involves an amount less than ₹1.00 million or 1% 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 ₹5.00 million or with both.
450RESTRICTIONS 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. Foreign
investment is permitted (except in the prohibited sectors) in Indian companies, either through the automatic route or the approval
route, depending upon the sector in which foreign investment is sought to be made. The Government of India makes policy
announcements on FDI through press notes and press releases. The regulatory framework, over a period of time, thus, consists
of acts, regulations, press notes, press releases, and clarifications among other amendments. The DPIIT (formerly Department
of Industrial Policy & Promotion) issued the Consolidated FDI Policy Circular dated October 15, 2020, with effect from October
15, 2020 (the “Consolidated FDI Policy”), which consolidates and supersedes all previous press note, press releases and
clarifications on FDI issued by the DPIIT that were in force and effect prior to October 15, 2020.
The Consolidated FDI Policy will be valid until the DPIIT issues an updated circular. FDI in companies engaged in sectors/
activities which are not listed in the Consolidated FDI Policy is permitted up to 100% of the paid-up share capital of such
company under the automatic route, subject to compliance with certain prescribed conditions. For further details, see “Key
Regulations and Policies” on page 218.
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 Consolidated 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 Consolidated FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/ RBI.
In terms of Press Note 3 of 2020, dated April 17, 2020 (“Press Note”), issued by the DPIIT, the Consolidated FDI Policy and
the FEMA (Non-debt Instruments) Rules has been amended to state that 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 an investment into India is
situated in or is a citizen of any such country will require prior approval of the Government of India. 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 of India. 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 of fund in India.
Further, in accordance with the amendment to the Companies (Share Capital and Debentures) Rules, 2014 vide notification
dated May 4, 2022 issued by Ministry of Corporate Affairs, a declaration shall be inserted in the share transfer form stipulating
whether government approval shall be required to be obtained under Foreign Exchange Management (Non-debt Instruments)
Rules, 2019 prior to transfer of shares, as applicable. 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 Offer Period.
Under the Consolidated FDI Policy, 100% foreign direct investment is permitted in a company engaged in wholesale trading
as well as single brand product retail trade, both under the automatic route, subject to certain conditions specified thereunder.
In the event of foreign investment beyond 51%, the investee entity is also required to comply with certain local sourcing norms
as specified in the FEMA Rules and the Consolidated FDI Policy. Further, as per the FEMA NDI Rules and Consolidated FDI
Policy read with Press Note, investments under the foreign direct investment route by entities of a country which shares land
border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country will
require prior approval of the Government of India. Our inability to comply with such conditions may restrict our ability to raise
capital in the future or in the ability of foreign investors to purchase Equity Shares.
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” on pages 438 and 440, respectively.
As per the existing policy of the Government of India, OCBs cannot participate in the Offer.
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any
other applicable law of the United States, and unless so registered, may not be offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and in accordance with any applicable U.S. state securities laws. Accordingly, the Equity Shares are being
offered and sold (a) outside the United States in offshore transactions as defined in and in compliance with Regulation
S and the applicable laws of the jurisdictions where those offers and sales are made, and (b) in the United States only to
persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities
Act) pursuant to Section 4(a) of the U.S. Securities Act.
The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and the BRLMs
451are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after
the date of this Updated Draft Red Herring Prospectus – I. 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.
452SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION
The Articles of Association have been approved pursuant to the provisions of Section 14 of the Companies Act, 2013 and by a
special resolution passed at the Extraordinary General Meeting of our Company held on May 23, 2025. The Articles of
Association have been adopted as the Articles of Association in substitution for and to the exclusion of all the existing Articles
thereof.
The Articles of Association include two parts, Part A and Part B, which parts shall, unless the context otherwise requires, co-
exist with each other until the date of listing of the Equity Shares or an earlier date as may be prescribed or suggested by SEBI
in connection with the Offer (such date being the “Event”).
In case of any inconsistency or contradiction, conflict or overlap between Part A and Part B, the provisions of Part B shall
prevail and be applicable until the Event. All articles of Part B shall automatically terminate and cease to have any force and
effect from the Event and the provisions of Part A shall continue to be in effect and be in force, without any further corporate
or other action, by our Company or by its shareholders.
No material clause of the Articles of Association that has bearing on the Offer and on the disclosure in this Updated Draft Red
Herring Prospectus – I has been excluded.
THE COMPANIES ACT, 2013
PUBLIC LIMITED COMPANY
ARTICLES OF ASSOCIATION
OF
IMAGINE MARKETING LIMITED
Restated Articles of Association
The following regulations comprised in these restated Articles of Association were adopted pursuant to the members’ resolution
passed at the Annual General Meeting of Imagine Marketing Limited held on May 23, 2025, and are also approved by our
Board in its meeting held on March 31, 2025, in substitution for and to the exclusion of the earlier respective concerned
regulations comprised in the extant Articles of Association of the Company
1. The Company is a public limited company as defined under the Act. Regulations contained in Table ‘F’ in the First
Schedule to the Act as amended from time to time, shall apply to the Company so far as they are applicable to a public
company limited by shares and not contradictory or inconsistent with any of the provisions contained in these Articles.
It is hereby clarified that the provisions of Regulations 27, 76, and 79 of Table F in First Schedule to the Act shall not
be applicable to the Company.
2. These Articles consist of two parts, Part A and Part B. The provisions of Part A shall apply to all the matters to
which they pertain, to the extent, and only in so far, as they are not inconsistent with the provisions of Part B and Part
B shall be automatically terminated on the date of listing of the equity shares or an earlier date as may be prescribed
or suggested by the Securities and Exchange Board of India. As long as Part B remains a part of these Articles, in the
event of any conflict or inconsistency, the provisions of Part B shall prevail over the provisions of Part A to the
maximum extent permitted under the Act.
PART A
DEFINITIONS AND INTERPRETATION
3. In these Articles, unless the context otherwise requires:
(a) “Act” shall mean the Companies Act, 2013 and includes any rules, regulations, circulars and notifications
framed and issued thereunder and any statutory modification or re-enactment thereof for the time being in
force as amended from time to time.
(b) “Articles” means these articles of association of the Company.
(c) “Auditor” means the statutory auditor of the Company;
(d) “Board” shall mean the board of directors of the Company duly called and constituted.
453(e) “Company” shall mean Imagine Marketing Limited.
(f) “Director” shall mean a director of the Company in office at the applicable time.
(g) “Equity Shares” or “Shares” shall mean the issued, subscribed and fully paid-up equity shares of the
Company having the face value set out in the memorandum of association.
(h) “Financial Year” means the period from 1 April of a calendar year to 31 March of the following calendar
year;
(i) “Meeting” or “General Meeting” means a general meeting of the members held in accordance with
provisions of Section 96 and Section 100 of the Act.
(j) “Person” means any natural person, limited or unlimited liability company, corporation, partnership (whether
limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, Government or any
agency or political subdivision thereof or any other entity that may be treated as a person under applicable
law.
(k) “Relative” shall mean a reflative as defined under the Act.
(l) “Shareholders” or “Members” shall mean 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;
(m) “Subsidiary” shall mean a subsidiary of the Company and have the meaning assigned to such term in section
2(87) of the Act.
Except as provided above and unless the context otherwise requires, words or expressions contained in these Articles shall bear
the same meaning as in the Act.
SHARE CAPITAL AND VARIATION OF RIGHTS
4. The authorised share capital of the Company is as stated in Clause V of the memorandum of association of the
Company, with the power to increase its capital, to divide the shares in the capital for the time being into several
classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions
as may be determined by or in accordance with the Articles and to vary, modify or commute or abrogate any such
rights, privileges or conditions only in such manner as may for the time being be provided by these Articles or the Act.
The rights of the shareholders shall be determined at the time of issue thereof.
5. Any shares of the original or increased capital may, from time to time, be issued with any such guarantee or any right
of preference, whether in respect of dividend or of repayment of capital or both or any such other special privilege or
advantage over any shares previously issued or then about to be issued or with such deferred or qualified rights as
compared with any shares previously issued or subject to any such approvals or conditions and with any special right
or limited right or without any right of voting and generally on such terms as the Company may, from time to time,
determine.
6. Subject to the provisions of the Act and these Articles, the shares in the capital of the Company shall be under the
control of the Board who may issue, allot, or otherwise dispose of the same or any of them to such persons, in such
proportion and on such terms and conditions and either at a premium or at par or at a discount (subject to compliance
with the provisions of the Act) and at such time as they may from time to time think fit and with the sanction of the
Company in a General Meeting to give to any person or persons the option or right to call for any shares either at par
or premium during such time and for such consideration as the Board deems fit, and may issue and allot shares in the
capital of the Company on payment in full or part of any property sold or transferred or for any services rendered by
the Company in the conduct of its business and any shares which may so be allotted may be issued as fully paid shares
and if so issued, shall be deemed to be fully paid shares. Provided that option or right to call shares shall not be given
to the person or persons without the sanction of the Company in the General Meeting.
7. Except as required by law, no person shall be recognized by the Company as holding any share upon any trust, and
the Company shall not be bound by, or be compelled in any way to recognize (even when having notice thereof) any
equitable, contingent, future, or partial interest in any share, or any interest in any fractional part of a share, or (except
only as by these Articles or by law otherwise provided) any other rights in respect of any share except an absolute right
to the entirety thereof in the registered holder.
8. (i) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless
454otherwise 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 consent in writing of the holders of 3/4th
(three-fourth) 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.
(ii) To every such separate Meeting, the provisions of these Articles relating to General Meetings shall mutatis
mutandis apply, but so that the necessary quorum shall be at least two persons holding at least 1/3rd (one-third) of the
issued shares of the class in question.
9. The 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.
10. Where at any time, it is proposed to increase the subscribed capital of the Company by allotment of further shares,
whether out of unissued share capital or out of increased share capital, then: (a) such further shares shall be offered 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 capital paid up on these shares at that date; (b) Such offer shall be made by notice specifying
the number of shares offered and limiting a time not being less than fifteen days or such lesser number of days as may
be prescribed and not exceeding thirty days from the date of the offer within which the offer, if not accepted, shall be
deemed to have been declined; (c) The offer aforesaid shall be deemed to include a right exercisable by the person
concerned to renounce the shares offered to them in favour of any other person and the notice as aforesaid shall contain
a statement of this right; provided that the directors may decline, giving reasons for refusal to allot any shares to any
person in whose favour any member may renounce the shares offered to him (d) After the expiry of the time specified
in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given that he declines
to accept the shares offered, the Board may dispose of them in such manner which is not disadvantageous to the
members and the Company; (e) employees under a scheme of employees’ stock option, subject to special resolution
passed by the Company and subject to such conditions as may be prescribed under the Act and other applicable laws;
or (e) any persons, whether or not those persons include the persons referred to above, either for cash or for a
consideration other than cash, if the price of such Shares is determined by the valuation report of a registered valuer,
subject to compliance with the applicable provisions of Chapter III of the Act and any other conditions as may be
prescribed, if a special resolution to this effect is passed by the Company in a general meeting. Notwithstanding
anything contained in the preceding sub-clause, the Company may by an ordinary or a special resolution (as may be
prescribed under the Act) make a preferential issue of securities (including debentures) to any person, whether such
person is a member of the Company or not.
11. Subject to the provisions of the Act, the Company shall have the power, by means of a special resolution to be passed
at a General Meeting of the Company, to issue sweat equity shares of a class of shares already issued.
12. Subject to the provisions of Section 55 of the Act, any preference shares may be issued on the terms that they are to
be redeemed on such terms and in such manner as the Company before the issue of the shares may, by special
resolution, determine.
DEMATERIALIZATION OF SHARES
13. Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize its shares and to
offer shares in a dematerialized form pursuant to the Depositories Act, 1996.
14. Notwithstanding anything contained in these Articles, and subject to the provisions of law for the time being in force,
the Company shall on a request made by a beneficial owner, re-materialize the shares, which are in dematerialized
form.
15. Subject to the provisions of the Act, either the Company or the investor may exercise an option to issue (in case of the
Company only), deal in, hold the securities (including shares) with a Depository in electronic form and the certificates
in respect thereof shall be dematerialized, 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, 1996 as
amended from time to time or any statutory modification(s) thereto or re-enactment thereof, the Securities and
Exchange Board of India (Depositories and Participants) Regulations, 2018 and other applicable law.
16. Every person subscribing to the shares offered by the Company shall have the option to receive share certificates or to
hold the shares with a depository. Such a person who is the beneficial owner of the shares can at any time opt out of a
depository, if permitted by the law, in respect of any shares in the manner provided by the Depositories Act, 1996 and
the Company shall in the manner and within the time prescribed, issue to the beneficial owner the required certificate
of shares. If a person opts to hold his shares with a depository, the Company shall intimate such depository the details
of allotment of the share, and on receipt of the information, the depository shall enter in its record the name of the
455allottee as the beneficial owner of the share.
17. All shares held by a depository shall be dematerialized and shall be in a fungible form.
18. (i) 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 any transfer of ownership of shares on behalf of the beneficial
owners.
(ii) Save as otherwise provided in 19(i) above, the depository as the registered owner of the shares shall not have any
voting rights or any other rights in respect of shares held by it.
(iii) Every person holding shares of the Company and whose name is entered as the beneficial owner in the records of
the depository shall be deemed to be the owner of such shares and shall also be deemed to be the member of the
Company. The beneficial owner of the shares shall be entitled to all the liabilities in respect of his shares which are
held by a depository.
19. The Company shall cause to be kept a register and index of members with details of securities held in materialised 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, 1996 shall be deemed to be a
register and index of members for the purposes of the Act. 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. Notwithstanding anything in the Act or
these Articles to the contrary, where shares are held in 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 disks or any
other mode as prescribed by law from time to time.
20. Nothing contained in these Articles (pertaining to production of instrument of transfer for transfer of securities and
related matters) shall apply to a transfer of securities effected by a transferor and transferee both of who are entered as
beneficial owners in the records of a depository.
21. Notwithstanding anything in the Act or these Articles, where securities are dealt with by a depository, the Company
shall intimate the details thereof to the depository immediately on allotment of such securities.
22. Nothing contained in the Act or these Articles regarding the necessity to have distinctive numbers for securities issued
by the Company shall apply to securities held with a depository.
ISSUE OF CERTIFICATES
Every Member shall be entitled, without payment, to one or more certificates in marketable lots, for all the shares of each class
or denomination registered in his name, or if the Directors so approve (upon paying such fee as the Directors so determine) to
several certificates, each for one 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 of the receipt of application of registration of transfer,
transmission, sub division, consolidation or renewal of any of its shares as the case maybe or within such other period as any
other legislation for time being in force may provide 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 legislation for 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 of several joint holders shall be sufficient delivery to all such joint holders.
23. Every certificate shall specify the 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 the presence of the persons required to sign the certificate.
ISSUE OF NEW CERTIFICATE IN PLACE OF ONE DEFACED, LOST OR DESTROYED
24. If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for
endorsement of transfer, then upon production and surrender thereof to the Company, a duplicate 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 deem adequate, a duplicate certificate in lieu thereof
shall be given. Every certificate under this Article shall be issued without payment of such fees, or on payment of such
fees for each certificate in accordance with the law applicable at that time and as the Directors shall prescribe. Provided
that no fee shall be charged for issue of duplicate certificates in replacement of those which are old, defaced or worn
out or where there is not further space on the back thereof for endorsement of transfer or in case of sub-division or
consolidation of shares. Provided that notwithstanding what is stated above, the Directors shall comply with such rules
or regulation or requirements of any stock exchange or the rules made under the Act or the rules made under any other
456act or rules applicable in this behalf.
The provision of this Article shall mutatis mutandis apply to debentures of the company.
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 by sending a letter of offer, issue, allot or otherwise dispose of all or any of such
shares to such person(s) or employees (under ESOP scheme passed by Special Resolution), in such proportion and on such
terms and conditions and either at a premium or at par and at such time as they may from time to time think fit and, with the
sanction of the Company in General Meeting, give to any person(s) 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 think fit, and may issue and allot shares
in the capital of the Company on payment in full or part of any property sold and transferred or for any services rendered to the
Company in the conduct of its business and any shares which may so be allotted may be issued as fully paid up shares and if so
issued, shall be deemed to be fully paid shares. As regards all allotments, from time to time made, the Directors shall duly
comply with the Act, as the case may be.
TERMS OF ISSUE OF DEBENTURES
25. Any debentures, debenture stock or other securities may be issued at a discount, premium or otherwise and may be
issued on condition that they shall be convertible into shares of any denomination, and with any privileges and
conditions as to redemption, surrender, drawing, allotment of shares and attending (but not voting) at General
Meetings, appointment of Directors and otherwise; debentures with the right to conversion into or allotment of shares
shall be issued only with the consent of the Company in General Meeting accorded by a special resolution.
TRANSFER AND TRANSMISSION OF SHARES
26. The Company, by itself or through its registrar and share transfer agent, 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.
Transfer of shares
(a) The members of the Company shall transfer securities only in a dematerialized form;
(b) No fee shall be charged for registration of transfer or transmission, probate, succession certificate and letters
of administration, certificate of death or marriage, power of attorney or similar other documents.
(c) The instrument of transfer of any share in the Company shall be executed by or on behalf of both the transferor
and transferee. The instrument of transfer of any share shall be in writing and all the provisions of the Act,
and of any statutory modification thereof for the time being 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 dematerialized form, the provisions of the Depositories Act, 1996 shall apply.
(d) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in
the registrar of members in respect thereof.
(e) The transferor and the transferee of the securities shall comply with the requirements under the applicable
laws.
(f) Subject to the provisions of these Articles and other applicable provisions of the Act or any other law for the
time being in force, the Board may, subject to the right of appeal conferred by the Act, at their own absolute
and unconditional discretion and by giving reason, decline to register or acknowledge (a) the transfer of a
share, whether fully paid share or not, to a person of whom they do not approve; or (b) any transfer of shares
on which the Company has a lien, after providing sufficient cause, within a period of fifteen 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.
(g) The Board may decline to recognize any instrument of transfer unless— (a) the instrument of transfer is in
the form as prescribed in rules made under sub-section (1) of section 56; (b) the instrument of transfer is
accompanied by the certificate of the 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 (c) the instrument of transfer
is in respect of only one class of shares.
457(h) On giving not less than seven days’ previous notice in accordance with section 91 and rules made thereunder,
the registration of transfers may be suspended at such times and for such periods as the Board may from time
to time determine: Provided that such registration shall not be suspended for more than thirty days at any one
time or for more than forty-five days in the aggregate in any year.
(i) Such right to refusal shall not be affected by the circumstances that the proposed transferee is already a
member of the Company but in such cases, the Directors shall within fifteen days from the date on which the
instrument of transfer was lodged with the Company, send to the transferee and transferor notice of the refusal
to register such transfer giving reasons for such refusal provided that registration of transfer shall not be
refused on the ground of the transferor being either alone or jointly with any other person or persons indebted
to the Company on any account whatsoever except when the Company has a lien on shares.
(j) Transfer of shares/ debentures in whatever lot shall not be refused.
(k) The transfer of shares/ debentures shall be in compliance with applicable laws including the Act and the rules
made thereunder and applicable regulations issued by Securities and Exchange Board of India.
27. Transmission of shares
(a) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee
or nominees or legal representatives where he was a sole holder, shall be the only persons recognized by the
Company as having any title to his interest in the shares.
(b) Nothing in clause 23(i) shall release the estate of a deceased joint holder from any liability in respect of any
share which had been jointly held by him with other persons.
(c) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon
such evidence being produced as may from time to time properly be required by the Board and subject as
hereinafter provided, elect, either (a) to be registered himself as holder of the share; or (b) to make such
transfer of the share as the deceased or insolvent member could have made. The Board shall, in either case,
have the same right to decline or suspend registration as it would have had, if the deceased or insolvent
member had transferred the share before his death or insolvency.
(d) 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. If the person aforesaid
shall elect to transfer the share, he shall testify his election by executing a transfer of the share.
(e) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the
registration of transfers 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.
(f) A person becoming entitled to a share by reason of the death or insolvency of the holder shall 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 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 days, the Board may thereafter
withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the
requirements of the notice have been complied with.
LIEN
28. (i) The Company shall have a first and paramount lien:
1. on all shares/debentures (other than fully paid shares/debentures) standing registered in the name of a member
(whether solely or jointly with others), and
2. on every share/debenture (other than fully paid shares/debentures), upon the proceeds of sale thereof for all
monies (whether presently payable or not) called, or payable at a fixed time, in respect of such
shares/debentures and no equitable interest in any share shall be created except upon the footing and condition
that this Article will have full effect Unless otherwise agreed the registration of a transfer of shares/debentures
shall operate as a waiver of the Company’s lien if any, on such shares/debentures.
458Provided that the Board may at any time declare any share to be wholly or in part exempt from the provisions of this
article.
(ii) The Company’s lien, if any, on a share/ debenture shall extend to all dividends payable and bonuses declared
from time to time in respect of such shares/ debentures.
(iii) Fully paid shares/ debentures shall be free from all lien and in the case of partly paid shares, the Company’s
lien shall be restricted to moneys called or payable at a fixed time in respect of such shares/ debentures.
29. 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:
1. unless a sum in respect of which the lien exists is presently payable; or
2. until the expiration of 14 (fourteen) 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 the person entitled thereto by reason of his death or insolvency.
30. (i) To give effect to any such sale, the Board may authorize some person to transfer the shares sold to the
purchaser thereof.
(ii) The purchaser shall be registered as the holder of the shares comprised in any such transfer.
(iii) 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 in reference to the sale.
31. (i) The proceeds of the 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.
(ii) 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.
Calls on shares
32. (i) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their
shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions
of allotment thereof made payable at fixed times:
Provided that no call shall exceed 1/4th (one-fourth) of the nominal value of the share or be payable at less than 1
(one) month from the date fixed for the payment of the last preceding call.
(ii) Each member shall, subject to receiving at least 14 (fourteen) 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.
(iii) A call may be revoked or postponed at the discretion of the Board.
33. A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed
and may be required to be paid by installments.
34. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
35. (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person
from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time
of actual payment at 10 (ten) percent, per annum or at such lower rate, if any, as the Board may determine.
(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.
36. (i) 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.
(ii) In case of non-payment of such sum, all the relevant provisions of these Articles as to payment of interest and
459expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made
and notified. Provisions of forfeiture as specified in Table F shall apply in case of forfeiture of by the Board.
37. The Board:
1. may, 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;
2. any amount paid-up in advance of calls on any share may carry interest but shall not entitle the holder of the
share to participate in respect thereof, in a dividend subsequently declared; and
3. upon all or any of the monies so 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, 12 (twelve) percent per annum, as may be agreed upon between the Board and the member paying the
sum in advance provided that money paid in advance of calls shall not confer a right to participate in profits
or dividend. The Board may at any time repay the amount so advanced. The member shall not be entitled to
any voting rights in respect of the moneys so paid by him, until the same would, but for such payment, become
presently payable. Save as aforesaid, Regulations 13 to 18 of Table ‘F’ shall apply.
4. The provisions of these Articles shall mutatis mutandis apply to any calls on debentures.
PAYMENT IN ANTICIPATION OF CALL MAY CARRY INTEREST
The Board –
(a) may, subject to 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;
(b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable)
pay interest at such rate 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.
(c) The Directors may at any time repay the amount so advanced.
The provisions of these Articles shall mutatis mutandis apply to the calls on debentures of the company.
Alteration of capital
38. The Company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided
into shares of such amount, as may be specified in the resolution.
39. Subject to the provisions of Section 61 of the Act, the Company in a General Meeting may, from time to time, alter its
memorandum for all or any of the following purposes:
(i) To increase or reclassify its authorised share capital by such amount as it thinks expedient;
(ii) To consolidate and divide all or any of its share capital into shares of larger amount than its existing shares,
provided that no consolidation and division which results in changes in the voting percentage of shareholders
shall take effect unless it is approved by the Tribunal on an application made in the prescribed manner;
(iii) To convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid up shares
of any denomination;
(iv) To sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum, so,
however, that in the sub-division, the proportion between the amount paid and the amount, if any unpaid, on
each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;
and
(v) To cancel any shares which at the date of the passing of the resolution, have not been taken or agreed to be
taken by any persons and diminish the amount of its share capital by the amount of the shares so cancelled.
The cancellation of shares in pursuance of this sub-clause shall not be deemed to be a reduction of the capital
of the Company within the meaning of the Act.
46040. 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:
Provided that, the Board may, from time to time, fix the minimum amount of stock transferable, so, however,
that such minimum shall not exceed the nominal amount of the shares from which the stock arose;
(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; and
(c) such of the articles of the Company as are applicable to paid-up shares shall apply to stock and the words
“share” and “shareholder” in those articles shall include “stock” and “stock-holder” respectively.
41. Subject to the Act, and after obtaining the sanction of the Company in a general meeting by special resolution, the
shares in the capital of the Company may be allotted or otherwise disposed of by the Board by way of a preferential
offer of shares on a private placement basis.
42. The Company may, by special resolution, reduce in any manner and with, and subject to, any incident authorized and
consent required by law:
a. its share capital;
b. any capital redemption reserve account; or
c. any share premium account.
FURTHER ISSUE OF SHARE CAPITAL
43. (i) Where at any time, it is proposed to increase the subscribed capital of the Company by issue of further shares,
whether out of unissued share capital or out of increased share capital, then such shares shall be offered,
subject to the provisions of Section 62 of the Act, and the rules made thereunder:
(a) to persons who, at the date of the offer, are holders of Equity Shares of the Company in proportion,
as nearly as circumstances admit, to the paid-up share capital on those shares by sending a letter of
offer subject to the following conditions, namely:—
(i) the offer shall be made by notice specifying the number of shares offered and limiting a time not being less
than fifteen days or such lesser number of days as may be prescribed and not exceeding thirty days from the
date of the offer within which the offer, if not accepted, shall be deemed to have been declined;
(ii) , 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 clause (i)
shall contain a statement of this right;
(iii) after the expiry of the time specified in the notice aforesaid, or on receipt of earlier intimation from the person
to whom such notice is given that he declines to accept the shares offered, the Board may dispose of them in
such manner which is not dis-advantageous to the shareholders and the Company;
(a) to employees under any scheme of employees’ stock option, subject to special resolution passed
by the shareholders of the Company and subject to the applicable rules and such other conditions as
may be prescribed under applicable law; or
(b) to any persons, if it is authorised 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,
subject to the compliance with the applicable provisions of the Act and any other conditions as may
be prescribed under applicable law. Subject to applicable law, where no such resolution is passed, if
the votes cast (whether on a show of hands or on a poll as the case may be) in favour of the proposal
contained in the resolution moved in that general meeting (including the casting vote, if any, of the
Chairman) by members who, being entitled so to do, vote in person, or where proxies are allowed,
by proxy, exceed the votes, if any, cast against the proposal by members, so entitled and voting and
461the Central Government is satisfied, on an application made by the Board of directors of Directors
in this behalf, that the proposal is most beneficial to the Company.
(c) The notice referred to in (i)(a)(1) above 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 days before the opening of the issue.
(d) Nothing in (i)(a)(3) above shall be deemed:
1. To extend the time within which the offer should be accepted; or
2. To authorize 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.
(e) 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 loan raised by the company
to convert such debentures or loans into shares in the Company. Provided that the terms of 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 Company in general meeting.
Notwithstanding anything contained in (iii) above, 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
debentures or the raising of such loans do not include a term for providing for an option for 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 the Government pass such
order as it deems fit.
The Company may as per the applicable provisions of the Act, issue shares under preferential basis and private placement.
CAPITALISATION OF PROFITS
44. (i) The Company in General Meeting may, upon the recommendation of the Board, resolve:
(ii) that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the
Company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available for
distribution; and
(iii) that such sum be accordingly set free for distribution in the manner specified in clause (ii) amongst the
members who would have been entitled thereto, if distributed by way of dividend and in the same proportions.
(iv) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause
(iii), either in or towards—
(v) paying up any amounts for the time being unpaid on any shares held by such members respectively;
(vi) paying up in full, unissued shares of the Company to be allotted and distributed, credited as fully paid-up, to
and amongst such members in the proportions aforesaid; and
(vii) partly in the way specified in sub-clause (a) and partly in that specified in sub-clause (b).
(viii) A securities premium account and a capital redemption reserve account may, for the purposes of this Article,
be applied in the paying up of unissued shares to be issued to members of the Company as fully paid bonus
shares;
(ix) The Board shall give effect to the resolution passed by the Company in pursuance of this Article.
45. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall:
(ii) make all appropriations and applications of the undivided profits resolved to be capitalized thereby, and all
allotments and issues of fully paid shares if any; and
(iii) generally do all acts and things required to give effect thereto.
462(iv) The Board shall have power:
(v) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks
fit, for the case of shares becoming distributable in fraction; and
(vi) to authorize 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 to
which they may be entitled upon such capitalization, or as the case may require, for the payment by the
Company on their behalf, by the application thereto of their respective proportions of profits resolved to be
capitalized, of the amount or any part of the amounts remaining unpaid on their existing shares;
(vii) Any agreement made under such authority shall be effective and binding on such members.
Buy-back of shares
46. Notwithstanding anything contained in these Articles but subject to the provisions of Sections 68 to 70 of the Act and
any other applicable provision of the Act or any other law for the time being in force, the Company may purchase its
own shares or other specified securities.
General meetings
47. An annual general meeting shall be held in each calendar year within 6 (six) months following the end of the previous
financial year of the Company or such extended time in accordance with the Act. The Board of Directors shall issue
the notice of the annual general meeting together with the annual financial statement, auditors report and other
annexures as required under the Act to all members and others entitled to receive such notice in accordance with the
provisions of the Act to approve and adopt the audited financial statements.
48. All General Meetings other than the annual general meeting shall be called extraordinary general meetings.
49. The Board may, whenever it thinks fit, call an extraordinary general meeting. If at any time Directors capable of acting
who are sufficient in number to form a quorum are not within India, any director of the company may call an
extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called
by the Board. The Board shall, on the requisition of members of the Company, convene an extraordinary general
meeting of the Company in the circumstances and in the manner provided under the Act. The annual general meeting
and extraordinary general meeting may be called after giving shorter notice as per the Act.
50. General Meetings, other than the annual general meeting (which shall be held at any place within the city, town or
village in which the registered office of the Company is situated) may be held at any place, and subject to the Act for
any general meeting where the Company makes arrangements, the shareholders may attend by way of, video
conference or through any other medium as may be permitted under the Act.
51. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the
meeting proceeds to business. Save as otherwise provided herein, the quorum for the general meetings shall be as
provided in section 103 of the Act.
52. At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded or the voting is
carried out electronically, be decided on a show of hands. 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 present in person shall have one vote;
and (b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital of
the Company. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy,
shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined
by the order in which the names stand in the register of members.
53. Any member of a company entitled to attend and vote at a Meeting of the Company shall be entitled to appoint another
person as a proxy to attend and vote at the Meeting on his behalf. Such proxy shall have the right to speak at such
Meeting and shall be entitled to vote, whether by show of hands, a poll or otherwise. Further a person appointed as
proxy is permitted to act on behalf of any number of members and/or any number of shares, without any limit.
54. The instrument appointing a proxy shall be in such form as the Company may deem fit, shall be in writing and shall
be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a body corporate, by an
officer or an attorney duly authorised by it.
55. On a poll taken at a Meeting of a Company, a member entitled to more than 1 (one) vote, or his proxy or other person
entitled to vote for him, need not, if he votes, use all his votes or cast in the same way all the votes he uses.
46356. (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed
by the meeting, adjourn the meeting from time to time and from place to place.
(ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place.
(iii) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the
case of an original meeting.
(iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
BOARD OF DIRECTORS
57. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of
the memorandum or a majority of them.
58. The directors shall not be required to hold any qualification share(s) in the Company.
59. (i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue
from day-to-day.
(ii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all
travelling, hotel and other expenses properly incurred by them:
(a) in attending and returning from meetings of the Board or any committee thereof or General Meetings
of the Company; or
(b) in connection with the business of the Company.
60. The number of directors shall not be less than 3 (three) at any time, and may exceed 15 (fifteen) only on receipt of
sanction from the members by way of a special resolution in this regard.
61. The Board shall have the power to appoint any person as a director nominated by any institution in pursuance of the
provisions of any law for the time being in force or of any agreement.
62. 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 of the Act) make and vary such Articles as it
may think fit with respect to keeping of any such register.
63. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept
for that purpose.
64. All cheques, promissory notes, drafts, hands, 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,
65. (i) Subject to the provisions of Section 149 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 in Article 58.
(ii) Such person shall hold office only up to the date of the next annual general meeting of the Company or the
last date on which the annual general meeting should have been held, whichever is earlier but shall be eligible
for appointment by the Company as a director at that meeting subject to the provisions of the Act.
(iii) The Board may appoint an alternate director to act for a director (hereinafter in this Article called “the
Original Director”) during his absence for a period of not less than three months from India. No person shall
be appointed as an alternate director for an independent director unless he is qualified to be appointed as an
independent director under the provision of the Act. 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 so returns to India the automatic reappointment of retiring directors in default of another
appointment shall apply to the Original Director and not to the alternate director.
66. Intentionally left blank
46467. 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 or a multiple of three then the number nearest to one
third shall retire from office, and they will be eligible for re-election.
68. 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.
69. The Directors to retire in every year shall be those who have been longest in office since their last election, but as
between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among
themselves) be determined by lots.
DIRECTORS MAY REFUSE TO REGISTER TRANSFER
Subject to the provisions of these Articles and other applicable provisions of the Act or any other law for the time being in
force, the Board may (at its own absolute and uncontrolled 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. 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 or other securities.
Proceedings of the Board
70. (i) The Board may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit.
(ii) A director may, and the manager or secretary or any person authorized by the Board on this behalf, on the
requisition of a director shall, at any time, summon a meeting of the Board including at a shorter notice.
71. Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a
majority of votes.
72. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is
reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act
for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a General Meeting
of the Company, but for no other purpose.
73. (i) The Board may elect a chairperson of its meetings and determine the period for which he is to hold office.
(ii) If no such chairperson is elected, or if at any meeting the chairperson is not present within 5 (five) minutes
after the time appointed for holding the meeting, the directors present may choose 1 (one) of their numbers
to be chairperson of the meeting.
74. (i) 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.
(ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that
may be imposed on it by the Board.
75. (i) A committee may elect a chairperson of its meetings.
(ii) If no such chairperson is elected, or if at any meeting the chairperson is not present within 5 (five) minutes
after the time appointed for holding the meeting, the members present may choose 1 (one) of their members
to be chairperson of the meeting.
76. All acts done in any meeting of the Board or 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, be as valid as if
every such director or such person had been duly appointed and was qualified to be a director.
77. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all 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.
BORROWING POWERS
46578. Subject to the Articles, the Directors may, from time to time, at their discretion, raise or borrow or secure the payment
of any sum or sum of money for the purpose of the Company’s business and may secure the payment or repayment of
such money by mortgage or charge upon the whole or any part of the assets and property of the Company (present and
future), including its uncalled and unpaid capital.
79. Subject to the Articles, any bonds, debentures/ stock or other securities issued by the Company shall be under the
control of the Directors who may issue them upon terms and conditions and in such manner and for such consideration
as they shall consider to be for the benefit of the Company.
Managing Director / Whole-time Director
80. The Board may from time to time appoint 1 (one) or more directors to be managing directors or whole time directors
for such terms, and at such remuneration (whether by way of salary or commission or participation in profits or partly
in 1 (one) way and partly in another) as it may think fit. But his appointment shall be subject to determination ipso
facto if he ceases from any case to be a director of the Company or General Meeting resolves that his tenure of office
of managing director / whole time director be determined.
Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer
81. Subject to the provisions of the Act:
(a) chief executive officer(s), manager, company secretary and/or chief financial officer may be appointed by the
Board for such term, at such remuneration and upon such conditions as it may think fit; and any chief
executive officer(s), manager, company secretary or chief financial officer so appointed may be removed by
means of a resolution of the Board;
(b) A director may be appointed as chief executive officer, manager, company secretary or chief financial officer.
82. A provision of the Act or these Articles requiring or authorizing 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 director and as, or in place of, chief executive officer, manager, company secretary
or chief financial officer.
Dividends and Reserve
83. The Company in General Meeting may declare dividends, but no dividend shall exceed the amount recommended by
the Board. Further, no dividend shall be declared unless carried over previous losses and depreciation not provided in
previous year or years are set off against profit of the Company for the current year.
84. Subject to the provisions of Section 123 of the Act, the Board may from time to time pay to the members such interim
dividends as appear to it to be justified by the profits of the Company:
85. (i) The Board may, before recommending any dividend, set aside out of the profits of the Company such sums
as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose
to which the profits of the Company may be properly applied, including provision for meeting contingencies
or for equalizing dividends; and pending such application, may, at the like discretion, either be employed in
the business of the Company or be invested in such investments (other than shares of the Company) as the
Board may, from time to time, thinks fit.
(ii) The Board may also carry forward any profits which it may consider necessary not to divide, without setting
them aside as a reserve.
86. (i) 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.
(ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this
Article as paid on the share.
(iii) 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.
46687. The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him
to the Company on account of calls or otherwise in relation to the shares of the Company.
88. (i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant
sent through the post directed to the registered address of the holder or, in the case of joint holders, to the
registered address of that one of the joint holders who, is first named on the register of members, or to such
person and to such address as the holder or joint holders may in writing direct.
(ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.
89. Any 1 (one) of 2 (two) or more joint holders of a share may give effective receipts for any dividends, bonuses or other
monies payable in respect of such share.
90. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner
mentioned in the Act.
91. No dividend shall bear interest against the Company.
92. Where a dividend has been declared by a company but has not been paid or claimed within thirty days from the date
of the declaration to any shareholder entitled to the payment of the dividend, the Company shall, within seven days
from the date of expiry of the said period of thirty days, transfer the total amount of dividend which remains unpaid or
unclaimed to a special account to be opened by the Company in that behalf in any scheduled bank to be called the
Unpaid Dividend Account (“Unpaid Dividend Account”).
93. Any money transferred to the Unpaid Dividend Account of the Company in pursuance of this Article which remains
unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by
the Company along with interest accrued, if any, thereon to the fund established the Act and the Company shall send
a statement in the prescribed form of the details of such transfer to the authority which administers the said fund and
that authority shall issue a receipt to the Company as evidence of such transfer.
94. No unclaimed or unpaid dividend shall be forfeited by the Board before it becomes barred by law.
Accounts
95. (i) The Board shall from time to time determine whether and to what extent and at what times and places and
under what conditions or regulations, the accounts and books of the Company, or any of them, shall be open
to the inspection of members not being directors.
(ii) No member (not being a director) shall have any right of inspecting any account or book or document of the
Company except as conferred by law or authorized by the Board or by the Company in General Meeting.
Secrecy
96. Every director, manager, auditor, trustee, member of a committee, officer, servant, agent, accountant or other person
employed in the business of the Company shall observe strict secrecy in respect of all transaction of the Company with
the customers and the state of accounts with individuals and in matters relating thereto and shall not reveal in the
discharge of his duties except when required to do so by the directors as such or by any meeting or by court of law or
by the person to whom such matters relate and except so for as may be necessary in order to comply with any of the
provisions in these presents contained.
Winding up
97. If the Company shall be wound up and the assets available for distribution among the members as such shall be
insufficient to repay the whole of the paid up capital, such assets, shall be distributed so that as nearly as may be the
losses shall be borne by the members in proportion to the capital paid up or which ought to have been paid up as at the
commencement of the winding up, on the shares held by them respectively. If in a winding up the assets available for
distribution among the member is more than sufficient to repay the whole of the capital at the commencement of the
winding up, the excess shall be distributed amongst the members in proportion to the capital at the commencement of
the winding up, paid up or which ought to have been paid up on the shares held by them respectively. But this Article
is to be without prejudice to the rights of the holder of shares issued upon special terms and conditions.
98. (i) If the Company shall be wound up whether voluntary, or otherwise, the liquidators may with the sanction of
a special resolution and with such other consents required under the Act and other applicable law, divide
amongst the members in specie or kind any part of the assets of the Company as the liquidators, with the like
467sanction, shall think fit.
(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided
as aforesaid and may determine how such division shall be carried out as between the members or different
classes of members.
(iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such
trusts for the benefit of the contributories if he considers necessary, but so that no member shall be compelled
to accept any shares or other securities whereon there is any liability.
Indemnity
99. Subject to the provisions of the Act every director of the Company, officer (whether managing director, manager,
secretary or other officer) or employee or any person employed by the Company as auditor shall be indemnified by
the Company against liability in respect of matters which arise from acts or omissions of the relevant person in the
ordinary course of discharging his or her authorized duties other than liability which arises as a result of that persons
dishonesty, fraud or negligence.
100. Intentionally left blank.
468PART B OF THE ARTICLES OF ASSOCIATION
Part B of the Articles of Association provides for, among other things, the rights of certain shareholders pursuant to the
Shareholders’ Agreement. For more details on the Shareholders’ Agreement, see “History and Certain Corporate Matters ––
Shareholders’ agreements and other agreements” on page 232.
469SECTION IX: OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following documents and contracts which have been entered or are to be entered into by our Company (not being contracts
entered into in the ordinary course of business carried on by our Company) which are or may be deemed material will be
attached to the copy of the Red Herring Prospectus/ Prospectus which will be filed with the RoC. Copies of the contracts and
also the documents for inspection referred to hereunder, may be inspected at our Registered and Corporate Office between 10
a.m. and 5 p.m. IST on all Working Days and shall be also available on the web link www.boat-lifestyle.com/pages/investor-
relations from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date (except for such agreements executed
after the Bid/ Offer Closing Date).
A. Material Contracts for the Offer
a) Offer Agreement dated April 3, 2025, entered into amongst our Company, Selling Shareholders and the
BRLMs.
b) Registrar Agreement dated April 3, 2025, entered into amongst our Company, the Selling Shareholders and
the Registrar to the Offer.
c) Monitoring Agency Agreement dated [●] entered into between our Company and the Monitoring Agency.
d) Cash Escrow and Sponsor Banks Agreement dated [●] amongst our Company, the Selling Shareholders, the
Registrar to the Offer, the BRLMs, the Bankers to the Offer and Syndicate Member(s).
e) Share Escrow Agreement dated [●] amongst the Selling Shareholders, our Company and the Share Escrow
Agent.
f) Syndicate Agreement dated [●] amongst our Company, the Selling Shareholders, Registrar to the Offer, the
BRLMs and Syndicate Member(s).
g) Underwriting Agreement dated [●] amongst our Company, the Selling Shareholders, the Underwriters and
Registrar to the Offer.
B. Material Documents
a) Certified copies of our Memorandum of Association and Articles of Association, as amended from time to
time.
b) Copies of the annual reports of our Company for the last three Fiscals, i.e., Fiscals 2025, 2024 and 2023.
c) Certificate of incorporation dated November 1, 2013, in the name of ‘Imagine Marketing Private Limited’.
d) Fresh certificate of incorporation dated January 24, 2022, issued by the Registrar of Companies, Office of the
Central Processing Centre to our Company consequent upon change of name of our Company from Imagine
Marketing Private Limited to Imagine Marketing Limited.
e) Resolution of the Board of Directors dated January 23, 2025, authorising the Offer and other related matters
and resolution of our Shareholders dated February 15, 2025, approving the Fresh Issue.
f) Resolution of the Board of Directors dated April 3, 2025, approving the Pre-filed Draft Red Herring
Prospectus.
g) Resolution of the Board of Directors dated October 28, 2025, approving this Updated Draft Red Herring
Prospectus – I.
h) Resolution of the Board of Directors dated March 31, 2025, taking on record the approval for the Offer for
Sale by each of the Selling Shareholders.
i) Resolution dated October 28, 2025, passed by the Audit Committee approving the key performance indicators
for disclosure.
j) Employment agreement dated March 11, 2025 entered into between our Company and Sameer Ashok Mehta.
k) Consent letters and authorisations from each of the Selling Shareholders, as applicable, authorising their
470respective participation in the Offer to the extent of its respective portion of the Offered Shares. For further
details, see “The Offer” and “Other Regulatory and Statutory Disclosures” on pages 71 and 404 respectively.
l) Consent from the Statutory Auditor, holding a valid peer review certificate from the ICAI, to include their
name as required under section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this
Updated Draft Red Herring Prospectus – I, and as an “expert” as defined under section 2(38) of the Companies
Act, 2013 in respect of their (a) examination report dated October 17, 2025, on the Restated Consolidated
Financial Information, and (b) report dated October 17, 2025, on the statement of possible special tax benefits
available to our Company and its Shareholders; and such consent has not been withdrawn as on the date of
this Updated Draft Red Herring Prospectus – I. However, the term “expert” shall not be construed to mean an
“expert” as defined under the U.S. Securities Act.
m) The examination report dated October 17, 2025, of the Statutory Auditors on our Restated Consolidated
Financial Information.
n) The report on statement of possible special tax benefits available to our Company and its Shareholders dated
October 17, 2025, from the Statutory Auditors.
o) The report on statement of possible special tax benefits available to our Material Subsidiary dated October
17, 2025, from Trust Audit PAC (formerly known as Stamford Assurance PAC), Chartered Accountants.
p) Consents of our Directors, Group Chief Financial Officer, Company Secretary and Compliance Officer, Key
Managerial Personnel, Senior Management, legal counsel to our Company as to Indian law, Bankers to our
Company, Bankers to our Company, Banker(s) to the Offer, the BRLMs, Syndicate Member(s), Monitoring
Agency, Registrar to the Offer, as referred to in their specific capacities.
q) Consent letter dated October 17, 2025, from S.K. Patodia & Associates LLP, Chartered Accountants, holding
a valid peer review certificate from the ICAI, to include their name as required under Section 26(5) of the
Companies Act, 2013 read with SEBI ICDR Regulations in this Updated Draft Red Herring Prospectus – I
and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013 in respect of the certificates dated
October 28, 2025, issued by them in their capacity as an independent chartered accountant to our Company.
However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities
Act.
r) Consent letter dated October 17, 2025, from Trust Audit PAC (formerly known as Stamford Assurance PAC),
Chartered Accountants, to include their name as required under Section 26(5) of the Companies Act, 2013
read with SEBI ICDR Regulations in this Updated Draft Red Herring Prospectus – I and as an ‘expert’ as
defined under Section 2(38) of Companies Act, 2013, read with SEBI ICDR Regulations, with respect to their
report dated October 17, 2025, on the statement of possible special tax benefits available to our Material
Subsidiary, in this Updated Draft Red Herring Prospectus – I and as an ‘expert’ as defined under Section
2(38) of Companies Act, 2013. However, the term “expert” shall not be construed to mean an “expert” as
defined under the U.S. Securities Act.
s) Consent letter dated October 28, 2025, from Aayushman Chauhan, Chartered Engineer, to include their name
as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in this
Updated Draft Red Herring Prospectus – I and as an ‘expert’ as defined under Section 2(38) of Companies
Act, 2013 in respect of the certificates dated [●], issued by them in their capacity as the independent chartered
engineer to our Company. However, the term “expert” shall not be construed to mean an “expert” as defined
under the U.S. Securities Act.
t) Consent letter dated October 28, 2025, from Saikrishna & Associates, to include their name as required under
Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in this Updated Draft Red
Herring Prospectus – I and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013 in respect
of the certificates dated October 28, 2025, issued by them in their capacity as the intellectual property
consultant to our Company. However, the term “expert” shall not be construed to mean an “expert” as defined
under the U.S. Securities Act.
u) Consent Letter dated October 28, 2025, from Mehta & Mehta, Company Secretaries, to include their name as
required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in this Updated
Draft Red Herring Prospectus – I and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013
issued by them in their capacity as the independent practising company secretary to our Company. However,
the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
v) Certificate dated October 28, 2025, issued by S.K. Patodia & Associates LLP, Chartered Accountants,
471certifying the KPIs of our Company.
w) Report titled ‘Industry Report on Consumer Devices’ dated October 17, 2025, issued by Redseer which has
been commissioned and paid for by our Company exclusively for the purposes of the Offer.
x) Consent dated October 17, 2025, from Redseer in respect of their report titled ‘Industry Report on Consumer
Devices’ dated October 17, 2025.
y) Restated and Amended Shareholders’ Agreement dated October 24, 2022, entered into among the Company,
Sameer Ashok Mehta, Aman Gupta, Fireside Ventures Investment Fund-I (Scheme of Fireside Ventures
Investment Trust), South Lake Investment Ltd, Qualcomm Ventures LLC, Malabar India Fund Limited,
Malabar Select Fund and Malabar Midcap Fund.
z) Waiver cum Amendment Agreement dated April 3, 2025, to the Restated and Amended Shareholders’
Agreement dated October 24, 2022, entered into among the Company, Sameer Ashok Mehta, Aman Gupta,
Fireside Ventures Investment Fund-I (Scheme of Fireside Ventures Investment Trust), South Lake Investment
Ltd, Qualcomm Ventures LLC, Malabar India Fund Limited, Malabar Select Fund and Malabar Midcap Fund.
aa) Share subscription agreement dated April 4, 2018, entered into among the Company, Sameer Ashok Mehta,
Aman Gupta and Fireside Ventures Investment Fund-I (Scheme of Fireside Ventures Investment Trust).
bb) Series A1 share subscription agreement dated December 31, 2018, entered into among the Company, Sameer
Ashok Mehta, Aman Gupta and Fireside Ventures Investment Fund-I (Scheme of Fireside Ventures
Investment Trust).
cc) Share subscription and purchase agreement dated December 14, 2020, entered into among the Company,
Sameer Ashok Mehta, Aman Gupta and Fireside Ventures Investment Fund-I (Scheme of Fireside Ventures
Investment Trust) and South Lake Investment Ltd.
dd) Share subscription agreement dated April 9, 2021, entered into among our Company, Sameer Ashok Mehta,
Aman Gupta and Qualcomm Ventures LLC.
ee) Share subscription agreement dated October 23, 2022, entered into among our Company, Sameer Ashok
Mehta, Aman Gupta and Malabar India Fund Limited, Malabar Select Fund and Malabar Midcap Fund.
ff) Share subscription agreement dated October 24, 2022, entered into among our Company, Sameer Ashok
Mehta, Aman Gupta and South Lake Investment Ltd.
gg) Release letters issued by Fireside, South Lake and Qualcomm, to the Individual Promoters, each dated April
3, 2025.
hh) Share purchase agreement dated January 6, 2022, entered into among our Company, KaHa Pte. Ltd., KaHa
Technologies Private Limited, Pawan Gandhi, Sudheendra Shantharam and Tang Chok Sung.
ii) Share purchase agreement dated January 10, 2022, entered into among our Subsidiary, Imagine Marketing
Singapore Pte. Ltd., KaHa Pte. Ltd., Nott Hariprasad, Tan Hwee Hua, Yournest Angel Fund Trust, Metals
International B.V., IOTPlus Singapore Pte. Ltd., Seeds Capital Pte. Ltd., Tembusu ICT Fund I Pte. Ltd.,
Tembusu Partners Pte. Ltd., Pawan Gandhi, Sudheendra Shantharam and Tang Chok Sung.
jj) Share purchase and share subscription agreement dated January 14, 2022, entered into among our Subsidiary,
Imagine Marketing Singapore Pte. Ltd., KaHa Pte. Ltd., Pawan Gandhi, Sudheendra Shantharam and Tang
Chok Sung.
kk) Share subscription, shareholders’ and share purchase agreement dated January 17, 2022, entered into among
Mohit Jain, Rajat Jain, Rica Jain, Kimi Jain, Hunter Amenities International Limited, Kimirica Hunter
International LLP, Kimirica Lifestyle Private Limited and our Subsidiary, HOB Ventures.
ll) Business transfer agreement dated January 17, 2022, entered into among Kimirica Hunter International LLP
and Kimirica Lifestyle Private Limited and our Subsidiary, HOB Ventures.
mm) Deed of assignment dated January 17, 2022, entered into among Kimirica Hunter International LLP, Mohit
Jain, Rajat Jain, Rica Jain, Kimi Jain, Kimirica Lifestyle Private Limited and our Subsidiary, HOB Ventures.
nn) Share purchase agreement dated January 15, 2025, entered into among our Subsidiary, HOB Ventures Private
Limited, Mohit Jain and Kimirica Lifestyle Private Limited.
472oo) Share purchase agreement dated May 31, 2022, entered into among our Company, Hari Haran Bojan and
Sirena Labs Private Limited.
pp) Valuation report dated December 17, 2021, issued by Dalmia Securities Private Limited, in relation to the
Share purchase agreement dated January 6, 2022, entered into by and amongst our Company, KaHa Pte. Ltd.,
KaHa Technologies Private Limited, Pawan Gandhi, Sudheendra Shantharam and Tang Chok Sung.
qq) Valuation report dated November 14, 2022, issued by Den Valuation (OPC) Private Limited in relation to the
Share purchase and share subscription agreement dated January 14, 2022, entered into among our Subsidiary,
Imagine Marketing Singapore Pte. Ltd., KaHa Pte. Ltd., Pawan Gandhi, Sudheendra Shantharam and Tang
Chok Sung and Share purchase and share subscription agreement dated January 14, 2022 entered into among
our Subsidiary, Imagine Marketing Singapore Pte. Ltd., KaHa Pte. Ltd., Pawan Gandhi, Sudheendra
Shantharam and Tang Chok Sung.
rr) Valuation report dated September 17, 2019, issued by N.J. Suresh & Associates, Chartered Accountants, in
relation to the Share subscription agreement dated November 1, 2019, entered into among our Company,
Sirena Labs Private Limited, Hari Haran Bojan and Akanksha Anand along with Shareholders’ agreement
dated November 1, 2019 entered into among our Company, Sirena Labs, Hari Haran Bojan, Akanksha Anand,
Medari Reuben Hanock Babu and Abnika Radha Krishnan and Share purchase agreement dated May 31,
2022, entered into among our Company, Hari Haran Bojan and Sirena Labs Private Limited.
ss) Asset transfer agreement dated September 1, 2020, entered into among Redwood Interactive and our
Company.
tt) Share subscription agreement dated November 1, 2019, entered into among our Company, Sirena Labs Private
Limited, Hari Haran Bojan and Akanksha Anand.
uu) Shareholders’ agreement dated November 1, 2019, entered into among our Company, Sirena Labs Private
Limited, Hari Haran Bojan, Akanksha Anand, Medari Reuben Hanock Babu and Abinika Radha Krishnan.
vv) Joint venture agreement dated January 17, 2022, entered into among Dixon Technologies (India) Limited and
our Company.
ww) Exemption application dated January 3, 2025, with SEBI under Regulation 300(1)(a) of the SEBI ICDR
Regulations, seeking an exemption from disclosing Sirena Labs Private Limited as a ‘group company’ of our
Company, in its capacity as a ‘group company’ under SEBI ICDR Regulations.
xx) SEBI letter dated February 26, 2025, granting exemption under Regulation 300(1)(c) of SEBI ICDR
Regulations, from Sirena Labs Private Limited as ‘group company’ of our Company under the SEBI ICDR
Regulations.
yy) Intimation dated [●] to the subscribers of Pre-IPO Placement informing them that that there is no guarantee
that our Company may proceed with the Offer or the Offer may be successful and will result into listing of
the Equity Shares on the Stock Exchanges.
zz) Due diligence certificate dated April 3, 2025, addressed to SEBI from the BRLMs.
aaa) Tripartite agreement dated January 18, 2022, amongst our Company, NSDL and Registrar to the Offer.
bbb) Tripartite agreement dated December 30, 2021, amongst our Company, CDSL and Registrar to the Offer.
ccc) In-principle listing approvals each dated June 3, 2025, issued by BSE and NSE.
ddd) Final observation letter bearing number SEBI/HO/CFD/RAC-DIL1/P/OW/2025/20653/1 dated August 1,
2025 issued by SEBI.
Any of the contracts or documents mentioned in this Updated Draft Red Herring Prospectus – I 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 notice to the Shareholders
subject to compliance of the provisions contained in the Companies Act and other relevant statutes.
473DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act and the rules, guidelines, and regulations
issued by the Government of India or the rules, guidelines or regulations issued by SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Updated Draft Red Herring Prospectus
– I is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended, or rules made or
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Updated Draft
Red Herring Prospectus – I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_______________________________
Vivek Gambhir
Chairman and Non-Executive Director
Date: October 28, 2025
Place: New Delhi
474DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act and the rules, guidelines, and regulations
issued by the Government of India or the rules, guidelines or regulations issued by SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Updated Draft Red Herring Prospectus
– I is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended, or rules made or
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Updated Draft
Red Herring Prospectus – I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_______________________________
Sameer Ashok Mehta
Executive Director
Date: October 28, 2025
Place: Mumbai
475DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act and the rules, guidelines, and regulations
issued by the Government of India or the rules, guidelines or regulations issued by SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Updated Draft Red Herring Prospectus
– I is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended, or rules made or
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Updated Draft
Red Herring Prospectus – I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_______________________________
Aman Gupta
Non-Executive Director (Additional)
Date: October 28, 2025
Place: Dubai, United Arab Emirates
476DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act and the rules, guidelines, and regulations
issued by the Government of India or the rules, guidelines or regulations issued by SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Updated Draft Red Herring Prospectus
– I is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended, or rules made or
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Updated Draft
Red Herring Prospectus – I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_______________________________
Anish Kumar Saraf
Non-Executive Director
Date: October 28, 2025
Place: Mumbai
477DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act and the rules, guidelines, and regulations
issued by the Government of India or the rules, guidelines or regulations issued by SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Updated Draft Red Herring Prospectus
– I is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended, or rules made or
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Updated Draft
Red Herring Prospectus – I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_______________________________
Purvi Sheth
Independent Director
Date: October 28, 2025
Place: Mumbai
478DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act and the rules, guidelines, and regulations
issued by the Government of India or the rules, guidelines or regulations issued by SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Updated Draft Red Herring Prospectus
– I is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended, or rules made or
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Updated Draft
Red Herring Prospectus – I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_______________________________
Aashish Ramdas Kamat
Independent Director
Date: October 28, 2025
Place: Mumbai
479DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act and the rules, guidelines, and regulations
issued by the Government of India or the rules, guidelines or regulations issued by SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Updated Draft Red Herring Prospectus
– I is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended, or rules made or
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Updated Draft
Red Herring Prospectus – I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_______________________________
Anand Ramamoorthy
Independent Director
Date: October 28, 2025
Place: Bengaluru
480DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act and the rules, guidelines, and regulations
issued by the Government of India or the rules, guidelines or regulations issued by SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Updated Draft Red Herring Prospectus
– I is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended, or rules made or
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Updated Draft
Red Herring Prospectus – I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_______________________________
Deven Pravinchandra Waghani
Independent Director
Date: October 28, 2025
Place: Seattle, United States of America
481DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act and the rules, guidelines, and regulations
issued by the Government of India or the rules, guidelines or regulations issued by SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Updated Draft Red Herring Prospectus
– I is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended, or rules made or
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Updated Draft
Red Herring Prospectus – I are true and correct.
SIGNED BY THE CHIEF EXECUTIVE OFFICER OF OUR COMPANY
_______________________________
Gaurav Nayyar
Date: October 28, 2025
Place: Mumbai
482DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act and the rules, guidelines, and regulations
issued by the Government of India or the rules, guidelines or regulations issued by SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Updated Draft Red Herring Prospectus
– I is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended, or rules made or
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Updated Draft
Red Herring Prospectus – I are true and correct.
SIGNED BY THE GROUP CHIEF FINANCIAL OFFICER OF OUR COMPANY
_______________________________
Rakesh Thakur
Date: October 28, 2025
Place: Mumbai
483DECLARATION
I, Sameer Ashok Mehta, acting as a Promoter Selling Shareholder, hereby confirm that all statements, disclosures and
undertakings specifically made or confirmed by me in this Updated Draft Red Herring Prospectus – I in relation to myself,
severally and not jointly, as a Promoter Selling Shareholder and my portion of the Offered Shares, are true and correct. I assume
no responsibility, for any other statements and undertakings, including, any of the statements, disclosures or undertakings made
or confirmed by or relating to the Company, or any other Selling Shareholder(s) or any other person(s) in this Updated Draft
Red Herring Prospectus – I.
_______________________
Name: Sameer Ashok Mehta
Place: Mumbai
Date: October 28, 2025
484DECLARATION
I, Aman Gupta, acting as a Promoter Selling Shareholder, hereby confirm that all statements, disclosures and undertakings
specifically made or confirmed by me in this Updated Draft Red Herring Prospectus – I in relation to myself, severally and not
jointly, as a Promoter Selling Shareholder and my portion of the Offered Shares, are true and correct. I assume no responsibility,
for any other statements and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by
or relating to the Company, or any other Selling Shareholder(s) or any other person(s) in this Updated Draft Red Herring
Prospectus – I.
_______________________
Name: Aman Gupta
Place: Dubai, United Arab Emirates
Date: October 28, 2025
485DECLARATION
We, South Lake Investment Ltd, hereby confirm that all statements, disclosures and undertakings specifically made or
confirmed by us in this Updated Draft Red Herring Prospectus – I in relation to ourselves, as a Promoter Selling Shareholder
and our respective portion of the Offered Shares, are true and correct. We assume no responsibility, for any other statements,
disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or relating to
the Company, or any other Selling Shareholder(s) or any other person(s) in this Updated Draft Red Herring Prospectus – I.
Signed for and on behalf of South Lake Investment Ltd
__________________________
Name: Sharmila Baichoo
Designation: Director
Place: Mauritius
Date: October 28, 2025
486DECLARATION
We, Fireside Ventures Investment Fund - I (Scheme of Fireside Ventures Investment Trust) hereby confirm that all statements
and undertakings specifically made or confirmed by us in this Updated Draft Red Herring Prospectus – I in relation to ourselves
as a Selling Shareholder and our respective portion of the Offered Shares, are true and correct. We assume no responsibility,
for any other statements, disclosures and undertakings, including, any of the statements, disclosures or undertakings made or
confirmed by or relating to the Company, or any other Selling Shareholder(s) or any other person(s) in this Updated Draft Red
Herring Prospectus – I.
Signed for and on behalf of Fireside Ventures Investment Fund - I (Scheme of Fireside Ventures Investment Trust) acting
through its trustee Catalyst Trusteeship Limited (erstwhile Milestone Trusteeship Services Pvt Ltd) and duly
represented by its Investment Manager Fireside Investment Advisory LLP
__________________________
Name: Dipanjan Basu
Designation: Designated Partner
Place: Mumbai, India
Date: October 28, 2025
487DECLARATION
We, Qualcomm Ventures LLC hereby confirm that all statements and undertakings specifically made or confirmed by us in this
Updated Draft Red Herring Prospectus – I in relation to ourselves, as a Selling Shareholder and our respective portion of the
Offered Shares, are true and correct. We assume no responsibility, for any other statements, disclosures and undertakings,
including, any of the statements, disclosures or undertakings made or confirmed by or relating to the Company, or any other
Selling Shareholder(s) or any other person(s) in this Updated Draft Red Herring Prospectus – I.
Signed for and on behalf of Qualcomm Ventures LLC
__________________________
Name: Adam Schwenker
Designation: Authorised Signatory
Place: San Diego, California, USA
Date: October 28, 2025
488
            

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